DEF 14A of Boeing Co, Mar 11, 2022

DEF 14A of Boeing Co

Filed Mar 11, 2022 · FY20210001193125-22-073265

Open on EDGAR

  1. Director Nominees

    Director Nominees Our Board evaluates director candidates on an ongoing basis to maintain a proper balance and diversity of experience, tenure and perspectives. This commitment to constant improvement helps to ensure that our Board is always poised to defend our core values as well as satisfy our evolving business needs and strategic priorities.

  2. Director Nominees

    | Name | Age | Director Since | Professional Background | Board Committees | | Robert A. Bradway | 59 | 2016 | Chairman & CEO, Amgen | Finance, GPP | | David L. Calhoun | 64 | 2009 | President & CEO, Boeing | — | | Lynne M. Doughtie | 59 | 2021 | Former U.S. Chairman & CEO, KPMG | Audit, Finance | | Lynn J. Good | 62 | 2015 | Chairman, President & CEO, Duke Energy | Audit, Compensation | | Stayce D. Harris | 62 | 2021 | Former United Airlines Pilot; Former Inspector General, U.S. Air Force | Aerospace Safety, Audit, Special Programs | | Akhil Johri | 60 | 2020 | Former EVP & CFO, United Technologies | Audit, Finance | | David L. Joyce | 65 | 2021 | Former President & CEO, GE Aviation; Former Vice Chair, General Electric | Aerospace Safety, Compensation, Special Programs | | Lawrence W. Kellner* | 63 | 2011 | Former Chairman & CEO, Continental Airlines | Aerospace Safety, GPP | | Steven M. Mollenkopf | 53 | 2020 | Former CEO, Qualcomm | Compensation, GPP, Special Programs | | John M. Richardson | 61 | 2019 | 31st Chief of Naval Operations; Former Director of Naval Nuclear Propulsion Program, U.S. Navy | Aerospace Safety, Finance, Special Programs | | Ronald A. Williams | 72 | 2010 | Former Chairman, President & CEO, Aetna | Compensation, GPP |

  3. Director Nominees

    | * Independent Chair of the Board |

  4. Director Nominees

    | | 2022 Proxy Statement | 3 |

  5. Executive Compensation

    | • | No performance award or performance-based restricted stock unit payouts for 2019-2021 performance period (page 51) |

  6. Executive Compensation

    | • | Continued focus on safety both in operational metrics used to determine annual incentive payouts (page 47) and when evaluating individual executive performance for purposes of determining incentive targets and annual incentive payouts, including formal consultation between Aerospace Safety and Compensation Committees (page 42) |

  7. Executive Compensation

    | • | Annual incentive pay program featuring multiple financial performance metrics at both the total Company and business unit levels, and operational performance metrics targeted to driving concrete improvements in product safety, employee safety and quality, with payouts adjusted for individual performance |

  8. Executive Compensation

    | • | Long-term incentives for senior executives that facilitate long-term stock ownership and alignment between interests of management and shareholders, with 50% in the form of premium-priced stock options |

  9. Executive Compensation

    | • | No accelerated vesting of equity awards in connection with a change in control |

  10. Executive Compensation

    | • | Rigorous stock holding and ownership requirements for executive officers, including provisions requiring CEO to hold shares acquired under his long-term incentive awards until post-termination (page 53) |

  11. Executive Compensation

    | • | No change in control arrangements |

  12. Executive Compensation

    | • | No employment agreements (except where required by non-U.S. local law) |

  13. Skills and Experience of Director Nominees

    Skills and Experience of Director Nominees

  14. Skills and Experience of Director Nominees

    | | BRADWAY | CALHOUN | DOUGHTIE | GOOD | HARRIS | JOHRI | JOYCE | KELLNER | MOLLENKOPF | RICHARDSON | WILLIAMS | | In-Depth Aerospace Expertise Substantial knowledge of aerospace enables enhanced oversight of product development and sharpens focus on safety and quality | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | | | | Engineering/Technology Leadership Experience in precision engineering or in leading teams working on cutting-edge technologies enables directors to effectively oversee the design, development and testing of complex aerospace products, services and systems | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | | Complex Manufacturing Expertise Understanding of complex manufacturing allows directors to critically evaluate our operations and product development | ✓ | ✓ | | | | ✓ | ✓ | | ✓ | | | | Safety Expertise in establishing and overseeing safety processes and procedures provides the Board with the proper perspectives to effectively monitor Boeing operations | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | Risk Management Experience assessing and managing risks enables directors to effectively oversee and mitigate the most significant risks facing Boeing | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Highly Regulated Industry Experience Familiarity with highly regulated industries enables directors to advise on complex interactions with regulators and ensure that Boeing’s products and services meet the expectations of various stakeholders | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | ✓ | | Current or Former CEO of a Large Company Experience in the chief executive role at large companies enhances the Board’s ability to evaluate and advise our CEO as well as oversee corporate strategy, values, and culture | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | ✓ | | Fortune 500 Board Experience Service on other large, public company boards provides directors with similar oversight experience | ✓ | ✓ | | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | | International Leadership Experience managing global relationships and engaging with international stakeholders supports the Board’s oversight of key risks involving our global customer and supply bases and our challenges managing global compliance systems | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | | ✓ | | | Senior Leadership Experience Leadership experience facilitates effective oversight of management and sharpens the Board’s succession planning process | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Senior U.S. Government/Military Experience Experience in large-scale military operations, strategy development, international relations, and/or defense contracting enables directors to advise on global defense strategy and relations with key customers | | | | | ✓ | | | | | ✓ | | | Former Fortune 500 CFO Demonstrated experience with large-scale financial decision-making enhances the Board’s deliberations regarding capital allocation, long-term strategy, and regulatory compliance | ✓ | | | ✓ | | ✓ | | ✓ | | | |

  15. Skills and Experience of Director Nominees

    | | 2022 Proxy Statement | 9 |

  16. Director Nominees

    Director Nominees

  17. Director Nominees

    | Robert A. Bradway |

  18. Director Nominees

    | Chairman and CEO, Amgen Inc. Boeing director since: 2016 Committees: Finance (Chair); Governance & Public Policy Independent: Yes Age: 59 Other current public directorships: • Amgen Inc. Recent prior directorships: • Norfolk Southern Corporation | Skills and Qualifications Mr. Bradway brings to the Board critical skills in the areas of high technology, product development, financial oversight, product safety, and risk management. His experience as a senior executive in the biotechnology industry, including as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of Amgen, provides him with an extensive understanding of the strategic considerations and challenges associated with meeting the requirements of numerous safety and regulatory compliance regimes around the world. In addition, he previously served as a director of Norfolk Southern Corporation, one of the nation’s largest railroad transportation companies, where virtually every aspect of operations is heavily regulated and subject to strict safety-related oversight. In recognition of Mr. Bradway’s experience in corporate finance, risk management, and executive leadership, the Board elected him to serve as Chair of the Finance Committee. Professional highlights: • Chairman and CEO, Amgen Inc. (Chairman 2013-present; CEO 2012-present) • President and COO, Amgen Inc. (2010-2012) • Executive Vice President and CFO, Amgen Inc. (2007-2010) |

  19. Director Nominees

    | David L. Calhoun |

  20. Director Nominees

    | President and CEO, The Boeing Company Boeing director since: 2009 Committees: None Independent: No Age: 64 Other current public directorships: • Caterpillar Inc. Recent prior directorships: • Gates Industrial Corporation plc • Nielsen Holdings plc | Skills and Qualifications Mr. Calhoun brings a diverse skill set to the Board, including deep and long-standing aviation industry experience as Boeing’s President and Chief Executive Officer, former Boeing Chair of the Board and independent Lead Director, and a multi-year tenure as the leader of GE’s transportation and aircraft engines businesses. He also brings experience leading businesses through periods of change, having led Nielsen’s transformation into a leading global information and measurement company. In addition, Mr. Calhoun brings to Boeing strong leadership and valuable insight and perspective on a wide array of strategic and business matters, stemming from his vast executive, management and operational experience at Blackstone, as well as at Nielsen and GE. Mr. Calhoun’s significant global aerospace, manufacturing and high-technology industry expertise, as well as leadership experience on the boards of Caterpillar and Gates Industrial Corporation, position him well to serve on the Board and lead Boeing as President and Chief Executive Officer. Professional highlights: • President and CEO, The Boeing Company (2020-present) • Senior Managing Director and Head of Private Equity Portfolio Operations, The Blackstone Group (2014-2020) • Chairman and CEO, Nielsen Holdings plc (Chairman 2014-2016; CEO 2010-2014) • Chairman and CEO, The Nielsen Company B.V. (2006-2014) • Vice Chairman, General Electric Company; President and CEO, GE Infrastructure (2005-2006) • President and CEO, GE Transportation (aircraft engines and rail) (2003-2005) • President and CEO, GE Aircraft Engines (2000-2003) |

  21. Director Nominees

    | 10 | | 2022 Proxy Statement |

  22. Director Nominees

    | Lynne M. Doughtie |

  23. Director Nominees

    | Former U.S. Chairman and CEO, KPMG Boeing director since: 2021 Committees: Audit; Finance Independent: Yes Age: 59 Other current public directorships: • Workday, Inc. | Skills and Qualifications Ms. Doughtie brings insights and expertise from her extensive experience in the accounting profession and executive experience leading a Big Four public accounting firm. She began her career in KPMG’s audit practice in 1985 and held various national, regional, and global leadership roles, including lead partner for several of KPMG’s major clients. Ms. Doughtie has had significant exposure to issues facing complex, global companies and has expertise in risk management, internal controls, culture change and regulatory compliance. Ms. Doughtie also previously served on the boards of Catalyst, Inc. and Chief Executives for Corporate Purpose and has been recognized for her leadership in inclusion and diversity and values leadership. Ms. Doughtie’s financial expertise, executive leadership experience, risk management and regulatory skills, and experience driving culture change bring significant value to the Board. Professional highlights: • U.S. Chairman and CEO, KPMG (2015-2020) • Vice Chair of Advisory Practice, KPMG (2011-2015) |

  24. Director Nominees

    | Lynn J. Good |

  25. Director Nominees

    | Chairman, President and CEO, Duke Energy Corporation Boeing director since: 2015 Committees: Compensation (Chair); Audit Independent: Yes Age: 62 Other current public directorships: • Duke Energy Corporation | Skills and Qualifications Ms. Good brings to the Board substantial experience in executive leadership, safety, corporate governance, financial management and accounting, as well as operational expertise in a highly regulated, capital-intensive industry. Ms. Good’s record as Chief Executive Officer and Chairman of Duke Energy, one of the nation’s largest grid and generation operators, enables her to advise management on a wide range of strategic, financial and governance matters, including the challenges associated with safety performance, large-scale capital projects, transformative technologies and crisis management. Ms. Good also has vast financial management experience, gained principally from her prior service as Chief Financial Officer and Treasurer of Duke Energy. Ms. Good also has extensive capital markets proficiency, significant merger and restructuring experience and accounting and auditing skills earned from nearly 30 years as a Certified Public Accountant and 11 years as an audit partner at Arthur Andersen LLP and Deloitte & Touche LLP. Ms. Good also serves as chair of the Institute of Nuclear Power Operations, a not-for-profit organization responsible for promoting the highest levels of safety and reliability in nuclear plant operations. Ms. Good earned Bachelor of Science degrees in systems analysis and accounting from Miami University. Professional highlights: • Chairman, President and CEO, Duke Energy Corporation (Chairman 2016-present; President and CEO 2013-present) • Vice Chairman, Duke Energy Corporation (2013-2016) • Executive Vice President and CFO, Duke Energy Corporation (2009-2013) |

  26. Director Nominees

    | | 2022 Proxy Statement | 11 |

  27. Director Nominees

    | Stayce D. Harris |

  28. Director Nominees

    | Former United Airlines Pilot; Former Inspector General, U.S. Air Force Boeing director since: 2021 Committees: Aerospace Safety; Audit; Special Programs Independent: Yes Age: 62 Other current public directorships: • BlackRock Fixed Income Mutual Fund Board Recent prior directorships: • KULR Technology Group, Inc. | Skills and Qualifications Lieutenant General Harris brings extensive aerospace and aviation experience to the Board. General Harris is an experienced Boeing 747 pilot, with over 10,000 flight hours safely transporting passengers and cargo worldwide for United Airlines before her retirement in 2020. Her extensive experience as a pilot, together with her deep knowledge of safety protocols and flight procedures, adds to the Board’s expertise in aviation safety and provides hands-on familiarity with pilots’ and crew interaction with complex aerospace systems, including in particular Boeing aircraft. Before retiring from the Air Force in 2019, General Harris was a United States Air Force Reserve Lieutenant General, serving in several senior roles, including most recently as Inspector General of the Air Force and, before that, the Assistant Vice Chief of Staff of the Air Force. Harris was the first African American woman to command an Air Force operational flying squadron, wing and numbered Air Force. General Harris’ military and aviation expertise, extensive leadership experience, and demonstrated record of leading teams with honor and integrity as paramount values all bring significant value to the Board. General Harris’s prior experiences also bring to the Board an extensive background and expertise in military, audit and cybersecurity matters. General Harris earned a Bachelor of Science degree in industrial and systems engineering from the University of Southern California and a Master of Aviation Management degree from Embry-Riddle Aeronautical University. Professional highlights: • Inspector General, U.S. Air Force (2017-2019) • Assistant Vice Chief of Staff and Director Air Staff, U.S. Air Force (2016-2017) • Commander, 22nd Air Force (2014-2016) • 747 Pilot, United Airlines (1990-2020 with military leave of absence 2014-2019) • Senior Strategist/Air Force Reserve Advisor to Commander, Air Mobility Command and 18th Air Force (2012-2014) • Senior Strategist/Air Force Reserve Advisor to Commander, U.S. Africa Command on Reserve Matters (2010-2012) |

  29. Director Nominees

    | Akhil Johri |

  30. Director Nominees

    | Former Executive Vice President and CFO, United Technologies Corporation Boeing director since: 2020 Committees: Audit (Chair); Finance Independent: Yes Age: 60 Other current public directorships: • Cardinal Health Inc. | Skills and Qualifications Mr. Johri brings to the Board extensive aerospace industry expertise from his more than 30 years at United Technologies, as well as critical skills developed while serving as Chief Financial Officer at multiple Fortune 500 companies. These skills enable Mr. Johri to provide critical insights to the Board in areas as diverse as financial strategy, strategic operations, the dynamics of managing a complex, global supply chain, articulating corporate strategy to investors and other stakeholders and mitigating risks associated with the development of new products and services at a large industrial manufacturer. Mr. Johri also brings to the Board unique insights relating to his senior leadership experience at United Technologies, a major supplier to aerospace companies like Boeing. In addition, as an independent director and audit committee member at Cardinal Health, Mr. Johri brings to the Board experience in risk oversight and corporate governance of a large company in a highly regulated industry. In recognition of Mr. Johri’s extensive experience in corporate finance and strategic matters, the Board elected him to serve as Chair of the Audit Committee. Mr. Johri is a graduate of the Indian Institute of Management, Ahmedabad, and is a Chartered Accountant. Professional highlights: • Operating Advisor, Clayton, Dubilier & Rice (2021-present) • Special Advisor to the Chairman and CEO, United Technologies Corporation (2019-2020) • Executive Vice President and CFO, United Technologies Corporation (2015-2019) • CFO, Pall Corporation (2013-2014) • Vice President, Finance and CFO, UTC Propulsion and Aerospace Systems, United Technologies Corporation (2011-2013) • Vice President, Financial Planning and Investor Relations, United Technologies Corporation (2009-2011) |

  31. Director Nominees

    | 12 | | 2022 Proxy Statement |

  32. Director Nominees

    | David L. Joyce |

  33. Director Nominees

    | Former President and CEO, GE Aviation; Former Vice Chair, General Electric Company Boeing director since: 2021 Committees: Aerospace Safety (Chair); Compensation; Special Programs Independent: Yes Age: 65 Other current public directorships: • None | Skills and Qualifications Mr. Joyce brings to the Board vast aerospace, engineering and manufacturing expertise, as well as a demonstrated track record of safety leadership and operational excellence. He developed his in-depth knowledge of the challenges and opportunities facing the aerospace industry at General Electric Company. With 40 years of experience at GE Aviation including 12 years of service as President and CEO and four years as Vice Chairman of GE. He began his career at GE as a product engineer spending more than a decade designing and building both military and commercial engines. Mr. Joyce is recognized for his proficiency in product development, product management, and product support founded on an industry-leading safety management system, and focused on the military and airline customers. Mr. Joyce is a member of the National Academy of Engineering and earned both bachelor of science and master’s degrees in mechanical engineering from Michigan State University and a master’s degree in business finance from Xavier University. Professional highlights: • Non-Executive Chair, GE Aviation (2020) • President and CEO, GE Aviation (2008-2020) • Vice Chair, General Electric Company (2016-2020) |

  34. Director Nominees

    | Lawrence W. Kellner Chair of the Board |

  35. Director Nominees

    | Former Chairman and CEO, Continental Airlines, Inc. Boeing director since: 2011; Independent Chair of the Board (2019-present) Committees: Chair of the Board; Aerospace Safety; Governance & Public Policy Independent: Yes Age: 63 Other current public directorships: • Marriott International, Inc.* Recent prior directorships: • Sabre Corporation | Skills and Qualifications Mr. Kellner brings to the Board extensive airline industry experience developed during his 14 years of service in key leadership positions at Continental Airlines, including Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Mr. Kellner possesses a deep understanding of strategic planning, customer requirements and operational management in the airline industry. As CEO of Continental Airlines, Mr. Kellner led a highly regulated global airline committed to safety through strong training programs, as well as coordination and integration among pilots, civil aviation authorities and other internal and external stakeholders. He also has deep experience in meeting the requirements of numerous safety and regulatory compliance regimes around the world. In addition, Mr. Kellner has detailed finance and accounting knowledge gained principally from his experience as Chief Financial Officer at Continental Airlines and American Savings Bank. Mr. Kellner also brings to the Board corporate governance expertise from his service as lead director of Marriott, as former chairman of Sabre, and on the boards of other Fortune 500 companies. As a result of his leadership experience in the airline industry, his record of independent leadership at Boeing and his distinguished service on other corporate boards, the Board elected Mr. Kellner to serve as Chair of the Board. Professional highlights: • President, Emerald Creek Group, LLC (2010-present) • Chairman and CEO, Continental Airlines, Inc. (2004-2009) • President and COO, Continental Airlines, Inc. (2003-2004) * Marriott has reported that Mr. Kellner has decided not to stand for re-election to the Marriott board when his current term expires. |

  36. Director Nominees

    | | 2022 Proxy Statement | 13 |

  37. Director Nominees

    | Steven M. Mollenkopf |

  38. Director Nominees

    | Former CEO, Qualcomm Incorporated Boeing director since: 2020 Committees: Compensation; Governance & Public Policy; Special Programs Independent: Yes Age: 53 Other current public directorships: • None Recent prior directorships: • General Electric Company • Qualcomm Incorporated | Skills and Qualifications Mr. Mollenkopf’s experience as the Chief Executive Officer and Chief Operating Officer of Qualcomm, an engineering-driven, high-technology manufacturing company, enables him to bring critical insights to the Board in areas such as engineering leadership, risk management, leading a complex business with a global reach and oversight of large-scale efforts to develop and test new technologies. A long-time engineer who started with Qualcomm over 25 years ago, Mr. Mollenkopf also possesses expertise and direct leadership experience in precision engineering, project management, manufacturing, quality control and designing testing regimes for complex systems. Mr. Mollenkopf is a published IEEE (Institute of Electrical and Electronics Engineers) author and an inventor on 38 patents in areas such as power estimation and measurement, multi-standard transmitters and wireless communication transceiver technology. He holds a bachelor’s degree in electrical engineering from Virginia Tech and a master’s degree in electrical engineering from the University of Michigan. Professional highlights: • Special Advisor, Qualcomm Incorporated (2021-present) • CEO, Qualcomm Incorporated (2014-2021) • CEO-elect and President, Qualcomm Incorporated (2013-2014) • President and COO, Qualcomm Incorporated (2011-2013) |

  39. Director Nominees

    | John M. Richardson |

  40. Director Nominees

    | 31st Chief of Naval Operations; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy Boeing director since: 2019 Committees: Special Programs (Chair); Aerospace Safety; Finance Independent: Yes Age: 61 Other current public directorships: • BWX Technologies, Inc. • Constellation Energy Corporation Recent prior directorships: • The Exelon Corporation | Skills and Qualifications Admiral Richardson brings deep expertise in safety, regulation and oversight of complex, high-risk systems, as well as extensive crisis management and national security experience. During his 37 years of service in the U.S. Navy, Admiral Richardson served as the Director of the Naval Nuclear Propulsion Program, a joint activity of the Navy and Department of Energy, serving the Navy and as Deputy Administrator in the National Nuclear Security Administration. In this capacity, he exercised all responsibilities, including applicable regulatory authorities, over related facilities, radiological controls, environmental safety and health matters, as well as selection, training, and assignment of personnel supporting over 100 nuclear power plants operating on nuclear-powered warships around the world. Operationally, Admiral Richardson brings extensive experience managing operations on a global basis. He commanded the submarine USS Honolulu and served as naval aide to the President of the United States. As Chief of Naval Operations, he was responsible for the management of 600,000 sailors and civilians, 290 warships, and over 2,000 aircraft worldwide. As a result of his safety and operational knowledge, the Board elected Admiral Richardson to the Aerospace Safety Committee, as well as Chair of the Special Programs Committee. He earned a Bachelor of Science degree in physics from the U.S. Naval Academy, a master’s degree in electrical engineering from the Massachusetts Institute of Technology and Woods Hole Oceanographic Institution, and a master’s degree in national security strategy from the National War College. Professional highlights: • 31st Chief of Naval Operations, U.S. Navy (2015-2019) • Director of the Naval Nuclear Propulsion Program, U.S. Navy (2012-2015) |

  41. Director Nominees

    | 14 | | 2022 Proxy Statement |

  42. Director Nominees

    | Ronald A. Williams |

  43. Director Nominees

    | Former Chairman, President and CEO, Aetna Inc. Boeing director since: 2010 Committees: Governance & Public Policy (Chair); Compensation Independent: Yes Age: 72 Other current public directorships: • agilon health, inc. • American Express Company • Johnson & Johnson • Warby Parker Inc. Recent prior directorships: • Envision Healthcare Corporation | Skills and Qualifications Mr. Williams brings to the Board significant strategic, leadership, operations and management experience from his tenure at Aetna, including as Chairman and Chief Executive Officer. With more than 25 years of experience in the health care industry, Mr. Williams provides valuable insight into health insurance and employee benefits best practices, as well as the many related areas associated with managing the requirements of companies in industries with large numbers of employees in U.S. and non-U.S. locations. Mr. Williams also brings experience in significant corporate transformations from his time at Aetna. In addition, his service as lead director and chair of the risk committee of American Express has enhanced his expertise in risk management at large, global companies. Mr. Williams’ executive leadership and experience in corporate governance matters at Aetna and through his service on other boards of directors enable him to serve a crucial role as Chair of the Governance & Public Policy Committee and as a member of the Compensation Committee. Professional highlights: • Chairman and CEO, RW2 Enterprises, LLC (privately-held) (2011-present) • Chairman, President and CEO, Aetna Inc. (Chairman 2006-2011; President 2002-2007; CEO 2006-2010) • Executive Vice President and Chief of Health Operations, Aetna Inc. (2001-2002) |

  44. Director Nominees

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE NOMINEES. |

  45. Director Nominees

    | | 2022 Proxy Statement | 15 |

  46. Director Nominees

    Our Board has adopted a set of Corporate Governance Principles to assist the Board in the exercise of its responsibilities and, along with Boeing’s Certificate of Incorporation and By-Laws and charters of the committees of the Board, provide an effective framework for Boeing’s governance. The Corporate Governance Principles cover topics such as board composition, responsibilities and operations, and is subject to review and modification by the Board from time to time in its discretion and in accordance with guidance from relevant regulatory and listing authorities. Additionally, the Board has adopted a Code of Ethical Business Conduct, to focus the Board and each director on areas of ethical risk, provide guidance to help them continue to effectively recognize and deal with ethical issues, enhance existing mechanisms to continue the reporting of unethical conduct, and help to continue to foster and sustain a culture of honesty and accountability. We also separately have a code of conduct that applies to all employees. Our corporate governance materials, including our Corporate Governance Principles, the charters of each of the Board’s standing committees, our Director Independence Standards, and our codes of conduct for directors and all employees, are available at www.boeing.com/company/general-info/corporate-governance.page. The GPP Committee reviews our governance practices and policies on an ongoing basis and, where appropriate, proposes modifications to the Board. As we discuss elsewhere in this proxy statement, we have made several recent enhancements to our practices and policies, including changes designed to sharpen our focus on safety and formalize oversight of public policy, political advocacy and corporate sustainability matters. Meanwhile, we continue to engage with shareholders, customers, suppliers and other stakeholders to ensure that our governance practices evolve with our business and the future of aerospace.

  47. Finance Committee

    | • | our credit agreements and short-term investment policies; and |

  48. Governance & Public Policy Committee

    | • | overseeing the annual performance evaluation process for the Board; |

  49. GPP Committee Risk Oversight

    | • | Evaluate risks in connection with the Company’s nonemployee director compensation program, in consultation with the Committee’s independent compensation consultant |

  50. Compensation of Directors

    Compensation of Directors We have designed our nonemployee director compensation program to achieve the following objectives:

  51. Compensation of Directors

    | • | align directors’ interests with the long-term interests of our shareholders; |

  52. Compensation of Directors

    | • | attract and retain outstanding director candidates with diverse backgrounds and experiences; and |

  53. Compensation of Directors

    | • | recognize the substantial time commitment required to serve as a Boeing director. |

  54. Compensation of Directors

    The GPP Committee reviews Boeing’s director compensation program on an annual basis, and provides recommendations to the full Board as appropriate. When making its recommendations, the GPP Committee considered director compensation levels at the same group of companies used to benchmark our named executive officers’ compensation for 2021. See “Benchmarking Against Our Peer Group” on page 42 for more information. Pay Governance LLC, or Pay Governance, served during 2021 as the GPP Committee’s independent consultant with respect to the compensation of our nonemployee directors. Our nonemployee director compensation program consists of cash retainer fees as well as retainer stock units that are not distributed until after termination of Board service. We also match director contributions to eligible non-profit organizations, up to a maximum match of $31,000 per year. Mr. Calhoun does not participate in the nonemployee director compensation program.

  55. 2021 Director Compensation Table

    2021 Director Compensation Table The following table sets forth 2021 compensation for each nonemployee director.

  56. 2021 Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($)(14) | Stock Awards ($)(15) | All Other Compensation ($)(16) | Total ($) | | Robert A. Bradway(1) | 148,901 | 200,000 | 31,000 | 379,901 | | Arthur D. Collins Jr.(2) | 77,500 | 100,000 | 31,000 | 208,500 | | Lynne M. Doughtie(3) | 130,500 | 193,334 | 31,000 | 354,834 | | Edmund P. Giambastiani Jr.(4) | 185,000 | 200,000 | 48,150 | 433,150 | | Lynn J. Good(5) | 156,525 | 200,000 | 31,000 | 387,525 | | Stayce D. Harris(6) | 67,500 | 100,000 | 31,000 | 198,500 | | Akhil Johri(7) | 152,376 | 200,000 | 17,500 | 369,876 | | David L. Joyce(8) | 45,122 | 66,848 | 31,000 | 142,970 | | Lawrence W. Kellner(9) | 391,099 | 200,000 | 31,000 | 622,099 | | Caroline B. Kennedy(10) | 33,750 | 50,000 | 1,400 | 85,150 | | Steven M. Mollenkopf | 135,000 | 200,000 | 31,000 | 366,000 | | John M. Richardson(11) | 150,000 | 200,000 | 14,120 | 364,120 | | Susan C. Schwab(12) | 67,500 | 100,000 | 31,000 | 198,500 | | Ronald A. Williams(13) | 155,000 | 200,000 | 31,000 | 386,000 |

  57. 2021 Director Compensation Table

    | (1) Mr. Bradway began serving as Finance Committee Chair on April 20, 2021. |

  58. 2021 Director Compensation Table

    | (2) Mr. Collins retired from the Board effective April 20, 2021. He served as Compensation Committee Chair until his retirement. |

  59. 2021 Director Compensation Table

    | (3) Ms. Doughtie was elected to the Board effective January 13, 2021. |

  60. 2021 Director Compensation Table

    | (4) Admiral Giambastiani retired from the Board effective December 31, 2021. He served as Aerospace Safety Committee Chair for all of 2021. |

  61. 2021 Director Compensation Table

    | (5) Ms. Good served as Audit Committee Chair until April 20, 2021. She began serving as Compensation Committee Chair on April 20, 2021. |

  62. 2021 Director Compensation Table

    | (6) Lt. Gen. Harris was elected to the Board effective June 29, 2021. |

  63. 2021 Director Compensation Table

    | (7) Mr. Johri began serving as Audit Committee Chair on April 20, 2021. |

  64. 2021 Director Compensation Table

    | (8) Mr. Joyce was elected to the Board effective August 31, 2021. |

  65. 2021 Director Compensation Table

    | (9) Mr. Kellner served as Chair of the Board for all of 2021 and GPP Committee Chair until April 20, 2021. |

  66. 2021 Director Compensation Table

    | (10) Ambassador Kennedy retired from the Board effective January 13, 2021. |

  67. 2021 Director Compensation Table

    | (11) Admiral Richardson served as Special Programs Committee Chair for all of 2021. |

  68. 2021 Director Compensation Table

    | (12) Ambassador Schwab retired from the Board effective April 20, 2021. |

  69. 2021 Director Compensation Table

    | (13) Mr. Williams served as Finance Committee Chair until April 20, 2021. He began serving as GPP Committee Chair on April 20, 2021. |

  70. 2021 Director Compensation Table

    | (14) Reflects total cash compensation paid in 2021 and includes amounts deferred at the director’s election pursuant to our Deferred Compensation Plan for Directors. Cash compensation for nonemployee directors is paid in four quarterly installments as of the first business day of each quarter and is pro-rated for directors who join the Board during a quarter. |

  71. 2021 Director Compensation Table

    | 24 | | 2022 Proxy Statement |

  72. 2021 Director Compensation Table

    | (15) Reflects the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for the retainer stock units awarded to each nonemployee director in 2021. Retainer stock units are awarded in four quarterly installments as of the first business day of each quarter and are pro-rated for directors who join the Board during a quarter. The grant date fair value for these awards is equal to the fair market value of the underlying Boeing stock on the grant date. The “fair market value” for a single trading day is the average of the high and low per share trading prices for Boeing stock as reported by The Wall Street Journal for the New York Stock Exchange Composite Transactions. The following table sets forth the aggregate number of deferred stock units accumulated in each director’s account as of December 31, 2021 from deferrals of cash compensation and retainer stock units, including additional deferred stock units credited as a result of dividend equivalents earned with respect to the deferred stock units. |

  73. 2021 Director Compensation Table

    | Director | Accumulated Deferred Stock Units | | Robert A. Bradway | 7,295 | | Arthur D. Collins Jr. | 45,891 | | Lynne M. Doughtie | 798 | | Edmund P. Giambastiani Jr. | 18,252 | | Lynn J. Good | 8,393 | | Stayce D. Harris | 583 | | Akhil Johri | 2,672 | | David L. Joyce | 299 | | Lawrence W. Kellner | 13,593 | | Caroline B. Kennedy | 2,756 | | Steven M. Mollenkopf | 2,598 | | John M. Richardson | 2,066 | | Susan C. Schwab | 18,085 | | Ronald A. Williams | 21,629 |

  74. 2021 Director Compensation Table

    | (16) Consists of gift matching of charitable contributions under the Board Member Leadership Gift Match Program (directors derive no financial benefit from these charitable contributions), and in the case of Admiral Giambastiani, the value of gifts provided to him by the Company upon his retirement. |

  75. Compensation Consultant

    Compensation Consultant The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant during 2021. In this capacity, Pay Governance advised on peer group pay practices and other relevant benchmarks with respect to executive officer compensation, as well as regulatory developments and compensation trends. In addition, Pay Governance advised the Compensation Committee concerning management’s compensation data and recommendations. The GPP Committee also engaged Pay Governance during 2021 to serve as its independent compensation consultant relating to nonemployee director compensation. In connection with performing these roles, Pay Governance took direction from the Compensation and GPP Committees, as appropriate, reported directly to the committees, and did not provide any other services to Boeing. See discussion on page 41 under “How Executive Compensation is Determined.” The Compensation Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent the compensation consultant from independently representing the Compensation and GPP Committees. In making this assessment, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to the compensation consultant’s independence, including that the consultant provided no services for Boeing other than pursuant to its engagement by the Compensation and GPP Committees. The Compensation Committee also determined there were no other factors the Committee should consider in connection with the assessment or that were otherwise relevant to the Committee’s engagement of Pay Governance.

  76. Compensation Consultant

    | | 2022 Proxy Statement | 25 |

  77. APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION (ITEM 2)

    | What We Do | | | | Significant portion of executive officer pay is variable and linked to Company and individual performance | | | Annual and long-term incentives linked to multiple and complementary metrics and goals | | | Rigorous stock ownership requirements | | | Robust clawback policy covering misconduct that compromises the safety of our products or services | | | Benchmarking of pay against industry peers | | | Active engagement with shareholders | | | Independent compensation consultant reports directly to Compensation Committee | | | Compensation Committee and independent compensation consultant review programs for inappropriate risk |

  78. APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION (ITEM 2)

    | What We Don’t Do | | | | No performance-based incentive payouts if performance levels are not achieved | | | No uncapped incentive award payouts | | | No tax gross-ups, other than for certain relocation expenses | | | No excessive perquisites | | | No employment agreements or contracts (except where required by non-U.S. local law) | | | No accelerated vesting of equity awards in connection with a change in control | | | No change in control arrangements | | | No pledging or hedging of Boeing stock |

  79. APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION (ITEM 2)

    | | Key results driving 2021 Annual Incentive payouts: | 0% payouts under 2019-2021 Performance Awards (3-year financial performance) and PBRSUs (3-year relative TSR) | | | ☑ Total Company free cash flow improved by 78% over 2020 | | | | ☑ Commercial Airplanes and Global Services free cash flow improved by 61% and 22%, respectively, over 2020 | | | | ☑ Global Services revenue improved by 5% and earnings by 333% over 2020 | | | | ☑ Defense, Space & Security revenue up by 1% over 2020 | | | | ☑ Target performance exceeded for all three operational metrics: product safety, employee safety, and quality | |

  80. Our Compensation Philosophy and Objectives

    | Pay for Performance | • Each element of our executives’ compensation is designed to align with our long-term business strategy and drive sustainable operational excellence and strong financial results. • Annual and long-term incentive compensation are linked to individual and Company performance, ensuring that our leaders are rewarded for creating shareholder value, living our values and successfully implementing our business strategy. | | Attract and Retain World-Class Talent | • In an increasingly competitive market, our compensation structure positions us to compete effectively for the best executive talent. • High-performing executives may earn above-target pay when individual and Company performance goals are exceeded. | | Support our Commitment to Safety | • Our robust clawback policy permits the recoupment of past incentive pay in the event of instances of misconduct that compromise the safety of our products and services, even absent a restatement of financial results. • The Compensation Committee assesses executive performance with respect to safety and our other core values, including through formal consultation with the Aerospace Safety Committee on individual performance reviews for executive officers. • Our annual incentive plan incorporates operational performance goals designed to drive continuous improvement in product safety, employee safety and quality. |

  81. Our Compensation Philosophy and Objectives

    | Align with Shareholder Interests | • Our executive compensation packages are weighted heavily towards variable equity and incentive awards. • Executive officers must own significant amounts of Boeing stock. • Our CEO’s annual stock option awards prohibit him from selling or transferring acquired shares until separation, and his annual restricted stock unit awards will not be distributed to him until after he leaves the Company. • We do not accelerate vesting of equity awards upon a change in control. | | Reduce Risk | • Our annual incentive awards are subject to payout caps. • All incentive compensation is subject to a rigorous clawback policy for misconduct or fraud. • Executive officers may not engage in pledging, hedging or other speculative trading activity. • The Compensation Committee and its independent compensation consultant review our executive compensation programs for inappropriate risk on an ongoing basis. • The Compensation Committee’s independent compensation consultant conducts its own independent risk assessment of the Company’s annual and long-term incentive design. |

  82. Key 2021/Early 2022 Compensation Actions

    | Incorporation of operational performance goals into annual incentive plan design. In February 2021, in response to shareholder feedback on how to incorporate performance impacting safety more directly into executive pay decisions, the Compensation Committee changed the Company’s annual incentive plan to include a new operational performance component. This component was designed to drive improvement in three key areas critical to the Company’s success and overall business plan execution: product safety, employee safety and quality. The Compensation Committee set goals to measure the degree of performance under each operational component. The financial performance metrics for the 2021 annual incentive design remained consistent with the approach taken by the Compensation Committee in 2020, with performance measured at both the total Company and business unit levels and a cap of 150% on the maximum achievable score attributable to financial outcomes. More detail on these changes and the Company’s performance is set forth on page 47. | | 2021 Operational Performance Score | | | ☑ | Product Safety | | | ☑ | Employee Safety | | | ☑ | Quality | | | Target performance for each goal worth 5% increase to total Company/business unit financial performance score | |

  83. Key 2021/Early 2022 Compensation Actions

    | | Shift to 100% equity-based long-term incentive vehicles. In February 2021, the Compensation Committee determined that long-term incentive awards for our then-serving executive officers would be delivered 50% in the form of time-vested RSUs and 50% in the form of premium-priced stock options with the exercise price set at 120% of the grant date fair value of a share of Boeing stock. (In prior years, our long-term incentive awards consisted of time-vested RSUs, performance-based RSUs, or PBRSUs, that paid out based on relative total shareholder return compared to our peers over a three-year performance period, and cash-denominated performance awards that paid out based on free cash flow, core earnings per share and revenue over a three-year performance period.) The award types selected for 2021 strengthen the alignment between pay and shareholder interests and drive both short- and long-term performance, through full-value RSUs to retain our best talent, and stock options with a ten-year term more closely aligned to our long-term business cycle and that only deliver value to our NEOs after achieving meaningful returns for our shareholders. The long-term incentive awards granted to our NEOs in early 2021 are described in more detail beginning on page 45. |

  84. Key 2021/Early 2022 Compensation Actions

    | Long-term performance-based incentives paid out at 0% for 2019-2021 period. For the long-term incentive cycle that concluded in 2021, our performance awards and PBRSUs, which together represented 75% of the total long-term incentive award opportunity granted to NEOs in 2019, paid out at zero based on our performance across multiple financial metrics and relative total shareholder return for the performance period. This is the third year of zero payouts under our performance awards, and the second year of zero payouts under our PBRSUs; these results were largely driven by the impacts of the 737 MAX grounding and the COVID-19 pandemic. The Compensation Committee made no adjustments to the performance metrics and targets for these awards after they were initially set in February 2019. | 2019-2021 PBRSUs and Performance Awards 0% payouts |

  85. Key 2021/Early 2022 Compensation Actions

    | | Under Mr. Calhoun’s leadership, we: | Increase in Chief Executive Officer’s target total compensation for 2021. In February 2021, the Compensation Committee and the Board approved a long-term incentive award target for our Chief Executive Officer of $16,000,000. In 2020, Mr. Calhoun’s long-term incentive awards and supplemental performance-based RSU award (described on page 39) together had an aggregate grant date value of $14,014,942. This increase was based on the Compensation Committee’s review of benchmarking data and its evaluation of Mr. Calhoun’s individual performance. The Compensation Committee and the Board also decided to provide Mr. Calhoun’s total pay increase entirely in the form of long-term incentive awards, without adjusting other elements of pay including base salary and his annual incentive target, to meaningfully strengthen the link between his compensation and the Company’s long-term performance and incentivize the leadership necessary to our rebuilding. Mr. Calhoun’s 2021 long-term incentive awards were granted 50% in the form of premium-priced stock options and 50% in the form of RSUs. The Compensation Committee incorporated additional restrictions into Mr. Calhoun’s long-term incentive awards designed to further drive long-term company performance. Mr. Calhoun may not sell or otherwise transfer shares acquired through exercise of vested options until he leaves the Company, and his vested RSUs will not be distributed to him until after he leaves the Company, and thereafter in ten annual installments. With these changes, the vast majority of Mr. Calhoun’s total target pay—93%—is weighted to variable, or at risk, components that will only be realized by him over a period of years and dependent on the Company’s long-term performance, including after he leaves the Company. | | ☑ | Completed a comprehensive, robust and transparent certification process for the 737 MAX, leading to safe return to service in nearly all global markets | | | ☑ | Implemented an enterprise-wide Safety Management System and established a Product & Services Safety organization to drive safety and first-time quality efforts across the Company | | | ☑ | Effectively managed impact of COVID-19 pandemic by increasing liquidity, reducing spending, and lowering production rates | |

  86. Key 2021/Early 2022 Compensation Actions

    | Chief Financial Officer transitions and compensation arrangements. On July 9, Mr. Smith retired from his position as Executive Vice President, Enterprise Operations and Chief Financial Officer. Mr. Smith received no payments or benefits in connection with his retirement, other than pursuant to pre-existing terms of the Company’s incentive and benefit plans as described in more detail on page 52. Mr. Dohnalek, who served as interim Chief Financial Officer from July 9 to August 27, 2021, received no additional payments or benefits in 2021 in connection with his service. Mr. West was appointed Executive Vice President and Chief Financial Officer on August 27, 2021. Mr. West’s compensation arrangement is outlined to the right. In connection with his hire, Mr. West also received a cash sign-on award and two equity sign-on awards, also described to the right. These awards were granted to Mr. West to incentivize him to join the Company and, in the case of the equity awards, to give him an immediate stakeholder interest in the Company’s long-term growth. Mr. West’s RSU and option awards provide for accelerated vesting if his employment is terminated due to layoff, death or disability prior to the vesting date, and forfeiture in all other circumstances. | CFO Target Pay Base salary: $1M Annual incentive target: 110% of base salary Long-term incentive target: 600% of base salary (first grants in starting in 2022) Sign-on Awards $750,000 cash (subject to clawback) $3M in RSUs (3-year cliff vesting) $3M in premium-priced stock option (3-year cliff vesting and an exercise price of $263.57, equal to 120% of grant date fair value) |

  87. Key 2021/Early 2022 Compensation Actions

    | CEO Supplemental Award Performance Goals — 737 MAX safe return to service — Realignment of engineering function — 777X entry into service & production/delivery ramp-up — Crewed Starliner flight — T-7A, MQ-25, VC-25B and KC-46 milestones — Execution of 2020 Global Services long-range business plan — Embraer joint venture milestones [transaction terminated in 2020] | Status of Chief Executive Officer’s 2020 supplemental performance-based RSU award. In connection with his hire in 2020, Mr. Calhoun received a supplemental award of performance-based RSUs with a grant date value of $7,014,942. This award is designed to vest, at the earliest, 50% after two years of service and 50% after three years of service. However, in no event can either installment vest unless and until the Compensation Committee certifies that certain specified performance goals (listed to the left) have been substantially achieved. If the performance goals are not substantially achieved by December 31, 2023, the award will be forfeited in its entirety. In advance of the first time-based vesting date on February 24, 2022, the Compensation Committee assessed progress towards the goals and determined that, because all of the goals have not yet been substantially achieved, no portion of the award would vest in February 2022. The Compensation Committee will next evaluate whether the goals have been substantially achieved in early 2023. |

  88. Company Performance Metrics and Results Driving 2021 Compensation

    Company Performance Metrics and Results Driving 2021 Compensation 2021 Annual Incentive Plan. In 2021, our annual incentive program was focused on driving (a) financial performance at the Company and business unit levels in free cash flow, earnings, and (for our Defense, Space & Security and Global Services businesses) revenue, and (b) operational performance in three key areas critical to our business: product safety, employee safety and quality. The Compensation Committee set financial and operational goals at the beginning of the year that were designed to be challenging, taking into account the severe headwinds to our business and customers caused by the COVID-19 pandemic and other factors outside management’s control.

  89. Company Performance Metrics and Results Driving 2021 Compensation

    | | 2022 Proxy Statement | 39 |

  90. Company Performance Metrics and Results Driving 2021 Compensation

    Below we have summarized the financial and operational outcomes that drove our 2021 annual incentive program and payouts. Free cash flow was a heavily weighted component of financial performance at both the total Company and business unit levels in 2021, as the Company focused closely on managing liquidity while we navigated the year’s challenges. We achieved positive free cash flow in the fourth quarter of 2021 for the first time since early 2019.

  91. Company Performance Metrics and Results Driving 2021 Compensation

    | * As discussed on page 48, the Compensation Committee has discretion to adjust performance results, for incentive plan measurement purposes only, to better reflect Company and business unit core operating performance. Consistent with its authority and past practice, the Compensation Committee adjusted core EPS downwards to normalize for non-operational performance gains related to tax rate. No other adjustments were made to the results described above. |

  92. Company Performance Metrics and Results Driving 2021 Compensation

    2019-2021 Long-Term Incentive Plan. In early 2022, the Compensation Committee also assessed results under our 2019-2021 long-term incentive award cycle. Performance-based awards issued in 2019 constituted 75% of the total long-term incentive award opportunity granted to our NEOs employed that year, and consisted of:

  93. Company Performance Metrics and Results Driving 2021 Compensation

    | • | Cash-denominated performance awards, which vested over three years of employment and paid out based on the Company’s performance against pre-set goals for free cash flow, revenue and core earnings per share, and |

  94. Company Performance Metrics and Results Driving 2021 Compensation

    | • | PBRSUs, which also vested over three years of employment and paid out based on the Company’s relative total shareholder return against our peers plus Airbus. |

  95. Company Performance Metrics and Results Driving 2021 Compensation

    | 40 | | 2022 Proxy Statement |

  96. Company Performance Metrics and Results Driving 2021 Compensation

    Consistent with our pay for performance philosophy, the Compensation Committee made no adjustments to the metrics or goals for our performance awards or PBRSUs after they were initially established in February 2019. The COVID-19 pandemic and the 737 MAX grounding were significant drivers of the outcomes shown below.

  97. How Executive Compensation is Determined

    | • | We compare position-specific duties and responsibilities with market data and our internal management structure to determine a range of pay starting point, inclusive of salary, target annual and long-term incentive award opportunities, executive benefits and perquisites. |

  98. How Executive Compensation is Determined

    | • | Salary ranges and incentive opportunities by role or role grouping are benchmarked annually against our peer group to ensure they are competitive. |

  99. How Executive Compensation is Determined

    | • | Individual pay is generally benchmarked by role against median pay for like roles in our peer companies as a starting point, but can vary based on job requirements, business needs, unique market situations and the executive officer’s experience, contribution and performance. |

  100. Role of Board, Management and Consultants

    | Compensation Committee | | Independent Compensation | | Governance & Public Policy Committee | | | • Sets incentive program targets and approves payouts • Evaluates CEO performance with GPP and Aerospace Safety Committees and independent directors • Evaluates other executive officers’ performance with Aerospace Safety Committee and independent directors • Evaluates peer group and market pay practices • Reviews and recommends CEO compensation and executive officer base salaries to independent directors for approval • Reviews and approves all other elements of pay for executive officers • Assesses independence of compensation consultant | | Consultant • Presents peer group pay practices and benchmarks for executive officer compensation to Compensation Committee and management • Reviews and provides recommendations to Compensation Committee regarding management’s program design and compensation proposals • Meets with Compensation Committee in executive session • Advises GPP Committee on nonemployee director compensation matters, including presenting peer group data • Provides ad hoc consultation | | • Evaluates CEO performance with Aerospace Safety Committee and independent directors • Reviews and approves nonemployee director compensation | | | | | | | Independent Directors | | | | | | | • Evaluate performance of CEO and other executive officers • Review and approve CEO compensation and executive officer base salaries | | | | | | | Aerospace Safety Committee | | | Management • CEO and EVP, HR recommend compensation program design | | | | • Provides input to Compensation and GPP Committees and independent directors on performance of executive officers impacting safety • Consults with Compensation Committee on incentive plan design metrics relating to safety | | | • CEO, assisted by EVP, HR, recommend compensation for other executive officers • CFO provides financial information to inform Compensation Committee’s decision-making on incentive goals and payouts • Implements decisions of the Compensation Committee and Board | | | | | |

  101. Benchmarking Against Our Peer Group

    Benchmarking Against Our Peer Group We benchmark executive compensation against a peer group of leading U.S.-based companies (with an emphasis on aerospace and industrial manufacturing companies) that have a technology focus, large global operations, a diversified business and/or roughly comparable annual sales and market capitalizations. On at least an annual basis, the Compensation Committee, working with its independent consultant, Pay Governance, reviews the composition of the peer group and determines whether any changes should be made. In 2021, Boeing’s peer group consisted of the 19 companies listed below, which is the same peer group used for 2020.

  102. Benchmarking Against Our Peer Group

    | 2021 Peer Group | | | | 3M | AT&T | Caterpillar | | Chevron | Cisco Systems | Exxon Mobil | | Ford | General Dynamics | Honeywell | | IBM | Intel | Johnson & Johnson | | Lockheed Martin | Microsoft | Northrop Grumman | | Procter & Gamble | Raytheon Technologies | United Parcel Service | | | Verizon Communications | |

  103. Benchmarking Against Our Peer Group

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  104. Benchmarking Against Our Peer Group

    The median revenue of our peer group for the year ended December 31, 2021 was approximately $76 billion as compared to our revenue of $62 billion. As of December 31, 2021, the median market capitalization of our peer group was approximately $176 billion as compared to our market capitalization of $118 billion. Individual executive pay is generally benchmarked against our peer group using the median as a starting point, but can vary based on the requirements of the job (competencies and skills), the executive’s experience, contribution and performance, and the organizational structure of the businesses. This peer group, plus Airbus, is also used to measure our relative TSR performance for purposes of our PBRSUs granted in 2019 and 2020 (beginning in 2021, we ceased granting PBRSUs under our long-term incentive program). For additional information on the PBRSUs, see page 51. Airbus is not included in our compensation benchmarking peer group due to the lack of publicly available and comparable compensation and benefit program information. The Compensation Committee will use the same peer group for 2022 compensation decisions for our executive officers, but will also collect and reference compensation data from a number of leading U.S.-based companies that focus on technology, given our growing focus on recruiting within that sector. This secondary peer group includes Apple, Alphabet, Meta Platforms, Dell Technologies and Oracle Corporation.

  105. Incorporating Shareholder Feedback on Executive Compensation

    Incorporating Shareholder Feedback on Executive Compensation The Board and the Compensation Committee have a long-standing practice of encouraging shareholder feedback, and executive compensation remains a key focus area in our year-round discussions with shareholders. During 2021, we engaged frequently and directly with our shareholders to discuss our pay for performance philosophy, alignment with stakeholder interests and opportunities for enhancing the core features of our program, including with respect to our operational performance metrics. In response to shareholder feedback asking the Compensation Committee to consider additional means by which executives’ pay can be impacted by the Company’s performance relative to safety, we made changes to our annual incentive design for 2021 to embed an operational performance component targeted specifically to product and employee safety as well as quality, described in more detail on page 47. Product safety, employee safety and quality will continue to be a focus of operational performance in our 2022 annual incentive design. In addition, we continued to ensure that safety-related considerations are taken into account for purposes of evaluating the individual performance of our executive officers. In early 2021, we deployed our Seek, Speak & Listen initiative across the Company, designed to foster a cohesive culture of awareness, openness, and attentiveness across our global workforce through focused learning conversations among and across teams throughout the year and incorporation of these habits in individual performance management and assessments. Our executive officers’ individual performance during 2021 was reviewed under the Seek, Speak & Listen framework as described in more detail on page 45. In 2021, our executive compensation program received 87% approval from our shareholders. The Compensation Committee will continue to consider say-on-pay vote results and feedback from shareholders when reviewing our executive compensation programs and practices. Additional information on our shareholder engagement program is set forth under “Shareholder Outreach” on page 17.

  106. Annual Incentive Plan

    Annual Incentive Plan The annual incentive plan is designed to drive near-term program execution and operational excellence, as well as to differentiate executives based on individual performance. The Compensation Committee assigns each executive a target incentive award, determined as a percentage of actual base salary paid during the year, based on competitive market data and the executive’s pay grade, responsibilities and role. In February 2021, the Compensation Committee (or management, in the case of Mr. Dohnalek, as he was not an NEO at that time) approved the following annual incentive targets for our then-employed NEOs (Mr. West’s target was approved by the Compensation Committee in connection with his hire in August). Mr. Calhoun’s annual incentive target was also approved by the Board. As illustrated by the table below, there were no changes made to NEO annual incentive targets in 2021.

  107. Annual Incentive Plan

    | Name | 2020 AIP Target % | 2020 AIP Target | Change | 2021 AIP Target % | 2021 AIP Target | | David L. Calhoun | 180% | $2,520,000 | | 180% | $2,520,000 | | Gregory D. Smith | 115% | $1,322,500 | | 115% | $1,322,500 | | David A. Dohnalek | 70% | $381,500 | | 70% | $381,500 | | Brian J. West | N/A | N/A | N/A | 110% | $1,100,000* | | Leanne G. Caret | 110% | $1,100,000 | | 110% | $1,100,000 | | Theodore Colbert III | 90% | $787,500 | | 90% | $787,500 | | Stanley A. Deal | 110% | $1,210,000 | | 110% | $1,210,000 |

  108. Annual Incentive Plan

    | * Reflects Mr. West’s target assuming a full year of service. Mr. West’s actual AIP payout was calculated based on the actual base salary he received in 2021 starting from his hire in August. |

  109. Annual Incentive Plan

    Actual incentive awards are determined as follows: The Company performance score is determined by comparing our performance under certain financial metrics at both the total Company and business unit levels and (beginning in 2021) strategic operational goals to target performance goals established in connection with the Board’s long-range business plan. Payout at target is dependent on the Company executing according to its long-range business plan during the applicable period. It is expected that both maximum performance and performance resulting in zero payout would be infrequent. These goals incorporate expectations regarding the probability of achieving performance goals, key risks and a degree of “stretch” to push our executives to achieve superior performance. The metrics and performance applicable to 2021 are described in more detail on page 47 under “2021 Company Performance Metrics and Results.” The CEO’s individual performance is evaluated by the Compensation and GPP Committees and reviewed with the other independent directors of the Board. The CEO presents the Compensation Committee with recommendations for

  110. Annual Incentive Plan

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  111. Annual Incentive Plan

    individual performance scores for each of the other executive officers, including the other NEOs. The Compensation Committee reviews the CEO’s recommendations as well as input from the Aerospace Safety Committee, makes such adjustments as it deems appropriate and approves the individual performance scores. Individual performance assessments reflect the Compensation Committee’s evaluation of each executive’s business achievements, contributions and overall organization performance. These assessments also incorporate how each executive performed with respect to our core values (including safety) and key leadership behaviors, which, starting in 2021, are evaluated under the Seek, Speak & Listen framework. This framework is designed to highlight and embed those specific habits necessary to help the Company achieve its commitments to improving safety, quality, integrity and sustainability.

  112. Annual Incentive Plan

    | | | | | SEEK Because awareness can teach us and help us improve | SPEAK Because it’s the right thing to do and every voice matters | LISTEN Because listening builds trust and leads to better decisions |

  113. Long-Term Incentive Program

    Long-Term Incentive Program The long-term incentive program is designed to drive sustainable growth and increased shareholder value, as well as to encourage retention of key talent over a sustained time period. In 2021, the Compensation Committee shifted towards expressing long-term incentive awards for our executive officers as cash-denominated targets independent of base salary rates (instead of a fixed percentage of base salary as in prior years), in order to give the Committee more flexibility in adjusting this significant element of compensation and taking into account individual NEO performance. In February 2021, the Compensation Committee approved the following long-term incentive award targets for our then-employed NEOs (Mr. West’s target was approved by the Compensation Committee in connection with his hire in August), as compared to the 2020 long-term incentive targets in place for our NEOs. Mr. Calhoun’s long-term incentive target was also approved by the Board.

  114. Long-Term Incentive Program

    | Name | 2020 LTI Target | Change | 2021 LTI Target | | David L. Calhoun | $7,000,000* | | $16,000,000 | | Gregory D. Smith | $4,888,000 | | $5,000,000 | | David A. Dohnalek | $1,090,000 | | $1,090,000 | | Brian J. West | N/A | N/A | $6,000,000** | | Leanne G. Caret | $4,100,000 | | $4,000,000 | | Theodore Colbert III | $3,063,000 | | $3,500,000 | | Stanley A. Deal | $4,510,000 | | $4,700,000 |

  115. Long-Term Incentive Program

    | * While Mr. Calhoun’s long-term incentive award target for 2020 was set at 500% of his base salary, or $7,000,000, he also received a supplemental award in 2020 that will only vest contingent upon substantial achievement of multiple performance goals, described in more detail on page 39. Mr. Calhoun’s 2020 long-term incentive awards and his supplemental performance-based award had a combined grant date value of $14,014,954. |

  116. Long-Term Incentive Program

    | ** Mr. West’s long-term incentive award target was set at $6,000,000 in August 2021 upon his hire; however, his first long-term incentive awards under our program were not granted until February 2022. |

  117. Long-Term Incentive Program

    The changes to certain of our NEOs’ long-term incentive targets as shown above were based on the Compensation Committee’s careful assessment of a number of factors with respect to each NEO, including:

  118. Long-Term Incentive Program

    | • | Market practices for comparable executive roles within our peer group; |

  119. Long-Term Incentive Program

    | • | Each NEO’s individual contributions to our business outcomes and performance, including under the Seek, Speak & Listen framework; and |

  120. Long-Term Incentive Program

    | • | The need to retain and appropriately incentivize our executive officers following multiple years of below-target and/or zero payouts under our annual and long-term incentive programs. |

  121. Long-Term Incentive Program

    In prior years, our long-term incentive awards were delivered through a combination of cash-denominated performance awards linked to financial performance goals over a three-year performance period, PBRSUs that paid out based on our relative total shareholder return as compared to our peers over a three-year period, and RSUs that vested after three years of service. In 2021, the Compensation Committee determined that an adjustment to the mix of vehicles used to deliver long-term incentives was necessary to drive both short- and long-term performance and to better align our incentives with the long-term cycle of our business.

  122. Long-Term Incentive Program

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  123. Long-Term Incentive Program

    Accordingly, during 2021, our long-term incentive awards consisted of time-vested RSUs and premium-priced nonqualified stock options, with special provisions incorporated into our CEO’s awards to ensure that this significant component of his total target pay remains firmly linked to the Company’s sustained long-term performance while he is serving as our CEO and beyond. These special provisions for our CEO’s long-term incentive awards will be included in his future annual awards as well. Mr. Dohnalek’s long-term incentive award for 2021 was granted exclusively in the form of RSUs, as he was not serving as one of our executive officers at the time the Compensation Committee approved long-term incentive awards in February.

  124. Long-Term Incentive Program

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  125. 2021 Company Performance Metrics and Results

    2021 Company Performance Metrics and Results

  126. Annual Incentive Plan

    Annual Incentive Plan For 2021, our annual incentive plan measured performance both at a total Company level and at a business unit level, using a combination of free cash flow, core earnings per share (EPS)/operating earnings, and (for our Defense, Space & Security and Global Services businesses) revenue. In response to shareholder feedback, the Compensation Committee incorporated an operational performance component beginning in 2021 to further strengthen the connection between executive pay and our strategic operational goals in the areas of product safety, employee safety and quality.

  127. Annual Incentive Plan

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  128. Annual Incentive Plan

    The metrics for the financial performance component of our annual incentive plan were selected to drive the business objectives and improved sustained performance described in the chart below. At the total Company level, the use of two metrics—free cash flow and core EPS—was intended to focus our executives on managing liquidity and overall financial health as we continued to reduce our 737 MAX backlog while managing the impact of the COVID-19 pandemic on global air travel. The metrics used at the business unit level were similarly selected in order to drive each business’s focus on liquidity management and core operational performance and also, in the case of our Defense, Space & Security and Global Services businesses, to incorporate revenue as a key driver of business execution and on-time delivery performance, first-time quality and safety, and new order capture.

  129. Annual Incentive Plan

    | | PRINCIPAL COMPANY PERFORMANCE DRIVERS | | | Free Cash Flow(1) | Core EPS(2) | Operating Earnings(3) | Revenue | | • Business execution • First-time quality and safety • On-time delivery • Disciplined asset inventory and cash management • Disciplined investments in productivity and innovation | • Business execution • First-time quality and safety • On-time delivery • Continued innovation • Operating cost management and achievement of productivity targets | • Business execution • First-time quality and safety • On-time delivery • New orders | | (1) Free cash flow is defined as GAAP operating cash flow, less capital expenditures for property, plant and equipment additions. (2) Core EPS is defined as GAAP diluted earnings per share, excluding the net impact of unallocated pension and other postretirement benefit expense. (3) Operating earnings is defined as the segment profit (or loss) remaining after subtracting operating costs from revenues. | | |

  130. Annual Incentive Plan

    To better reflect the core operating performance of the Company, the Compensation Committee retained discretion to adjust the results under one or more of these metrics to account for (1) significant external events outside management’s control, such as tax or regulatory changes, (2) management decisions intended to increase long-term value but that create short-term financial impacts, such as major acquisitions or dispositions or unplanned share repurchases, and (3) significant changes to market conditions that were not foreseeable at the outset of a performance period. In 2021, the Compensation Committee utilized this discretion solely to adjust 2021 core EPS down to normalize for non-operational performance gains related to tax rate, and references to 2021 core EPS results mean such results as adjusted. Our broad-based, non-executive annual incentive programs also used this structure for 2021 so that our employees were aligned in pursuit of the same financial and operational goals. We believe that these metrics drove accountability and performance and enabled employees at every level to maintain a stronger and more direct line of sight to financial and operational performance.

  131. Annual Incentive Plan

    | 48 | | 2022 Proxy Statement |

  132. 2021 Annual Incentive Plan Results

    2021 Annual Incentive Plan Results 2021 performance with respect to the financial metrics and operational goals governing payouts under our 2021 annual incentive plan, and the resulting payout scores, are set forth below.

  133. 2021 Annual Incentive Plan Results

    | * As discussed on page 48, the Compensation Committee has discretion to adjust performance results, for incentive plan measurement purposes only, to better reflect Company and business unit core operating performance. Consistent with its authority and past practice, the Compensation Committee adjusted core EPS downward to normalize for non-operational performance gains related to tax rate. No other adjustments were made to the results described above. |

  134. 2021 Annual Incentive Plan Results

    | ** For executives not assigned to a particular business unit (including our CEO and CFO), the business unit score is the average of the three business unit scores. |

  135. 2021 Annual Incentive Plan Results

    | | 2022 Proxy Statement | 49 |

  136. 2021 Annual Incentive Plan Results

    As described on page 44, individual payouts under the Annual Incentive Plan are based not only on the applicable Company performance score, but on each executive’s individual target award and individual performance score. Specifically, each executive’s annual incentive award payout was determined by multiplying their annual incentive award target by the applicable Company performance score and their individual performance score. As Messrs. Calhoun, Smith, Dohnalek and West are not assigned to a specific business unit, the Company performance score applicable to them was the enterprise score. For Ms. Caret and Messrs. Colbert and Deal, their Company performance scores were determined by reference to the score for the business unit each leads—respectively, Defense, Space & Security, Global Services, and Commercial Airplanes. The individual performance scores for our NEOs who were serving as executive officers as of February 2022 were approved by the Compensation Committee, following consultation with the Aerospace Safety Committee, based on its assessment of each NEO’s contributions during the performance year and their demonstration of key leadership behaviors under the Seek, Speak & Listen framework. Mr. Calhoun’s individual performance score was also approved by the Board. For 2021, our NEOs’ scores ranged from 90% to 110%, averaging 101%. Messrs. Calhoun, West and Colbert received scores over 100%. The Company performance scores set forth above, and the Compensation Committee’s evaluation of individual performance in 2021, resulted in the following incentive award payouts for each of Messrs. Calhoun, West, Colbert and Deal and Ms. Caret.

  137. 2021 Annual Incentive Plan Results

    | • | Mr. Calhoun received an annual incentive award of $3,381,840, compared to his target of $2,520,000. Mr. Calhoun’s individual performance score reflected the significant progress achieved on the Company’s near-term priorities of inculcating robust safety and quality management systems, instilling discipline and rigor throughout the Company’s operations, restoring stakeholder trust and strengthening Boeing’s culture of safety, quality, and transparency by championing the Seek, Speak & Listen behaviors. Progress on the Company’s overall recovery and the 737 MAX return to service helped generate positive cash flow for the first time since early 2019. During the year, Mr. Calhoun also established a long-term strategic framework to enable Boeing’s future competitiveness with key investments in innovation, technology, sustainability and talent. |

  138. 2021 Annual Incentive Plan Results

    | • | Mr. West received an annual incentive award of $433,569, compared to his target of $338,461 (adjusted to reflect his partial year of service). Mr. West’s individual performance score reflected his significant impact on our efforts to simplify and transform our business processes in an open, inclusive and collaborative manner that exemplified our Seek, Speak & Listen behaviors, creating value for the enterprise and driving greater stability in our operating environment since he joined the Company in August 2021. |

  139. 2021 Annual Incentive Plan Results

    | • | Ms. Caret received an annual incentive award of $1,098,900, compared to her target of $1,100,000. Ms. Caret’s individual performance score reflected her leadership of our Defense, Space & Security business, driving operational stability and improved execution while strengthening relationships with customers globally. In these efforts, Ms. Caret modeled our Seek, Speak & Listen behaviors through her attentive and collaborative leadership approach and openness to dialogue with internal and external stakeholders. |

  140. 2021 Annual Incentive Plan Results

    | • | Mr. Colbert received an annual incentive award of $1,196,528, compared to his target of $787,500. Mr. Colbert’s individual performance score reflected his leadership of Global Services in driving operational stability and strong business performance, in a manner that modeled our Seek, Speak & Listen behaviors to promote a culture of inclusion, openness and transparency in our business operations and relationships with internal and external stakeholders. |

  141. 2021 Annual Incentive Plan Results

    | • | Mr. Deal received an annual incentive award of $1,287,440, compared to his target of $1,210,000. Mr. Deal’s individual performance score reflected his leadership in the continued safe return to service of the 737 MAX, his focus on operational stability for all commercial airplane programs, and his efforts towards strengthening customer confidence in our products, while consistently demonstrating Seek, Speak & Listen behaviors with our employees, customers and other stakeholders to create an inclusive and collaborative culture focused on our foundational principles of safety, quality, integrity and sustainability. |

  142. 2021 Annual Incentive Plan Results

    Mr. Dohnalek’s individual performance score was approved by management, as he ceased serving as an executive officer in August 2021. Based on that score and the applicable Company performance score, he received an annual incentive award payout of $465,430. Mr. Smith’s annual incentive award payout was $1,203,882, based on the applicable Company performance score and his partial year of employment.

  143. 2021 Annual Incentive Plan Results

    | 50 | | 2022 Proxy Statement |

  144. Long-Term Incentive Plan

    Long-Term Incentive Plan

  145. 2019-2021 Performance Award Results

    | Metric | Weighting | Target | Result | Payout | | Free Cash Flow Core EPS Revenue | 50% 25% 25% | $51.0B $71.30 $357.0B | ($28.4B) ($36.16) $197.0B | 0% |

  146. 2019-2021 Performance-Based Restricted Stock Units Results

    2019-2021 Performance-Based Restricted Stock Units Results PBRSUs constituted 25% of the target long-term incentive opportunity awarded in February 2019 to our then-employed NEOs. For the 2019-2021 performance period, TSR performance below the 21st percentile of our peer group (plus Airbus) would result in 0% payout, with payouts increasing in 25% increments up to a maximum payout of 200% for performance at or exceeding the 91st percentile. Payout at target would have required above-median TSR performance between the 51st and 60th percentiles. Our TSR performance for the 2019-2021 period and the resulting payout are set forth below. The Compensation Committee made no changes to the metrics or targets established for the 2019-2021 PBRSUs after they were initially approved in early 2019.

  147. 2019-2021 Performance-Based Restricted Stock Units Results

    | Metric | Ranking | Payout | | Relative Total Shareholder Return | #21 of 21 (peer group plus Airbus) | 0% |

  148. Annual Incentive Plan

    Annual Incentive Plan Our 2022 annual incentive plan will continue to be based on Company financial and operational performance, business unit financial performance and individual performance, but with an increased focus on operational goals. While our 2021 design incorporated operational performance in the areas of product safety, employee safety and quality, for 2022 we will add two other focus areas critical to our long-range business plan: climate and diversity, equity and inclusion (DE&I). The Compensation Committee has set goals to measure the degree of performance under each operational component, but will consider both quantitative and qualitative results following the end of the performance period in determining whether the goal has been achieved. The Compensation Committee also adjusted the weightings, as shown below: Consistent with past practice, payouts to individual executive officers will be adjusted based on their individual performance score.

  149. Annual Incentive Plan

    | | 2022 Proxy Statement | 51 |

  150. Long-Term Incentive Plan

    Long-Term Incentive Plan In February 2022, the Compensation Committee adjusted the premium-priced stock option component of our long-term incentive program for our executive officers to incorporate an additional performance metric: relative total shareholder return as compared to our peer group companies plus Airbus. Under this construct, the exercise price for the options will initially be set at 120% of the fair market value of a share of Company stock on the grant date, but if the Company’s total shareholder return exceeds the median total shareholder return for our peer group of companies plus Airbus as measured across the three-year vesting period, the exercise price will be reduced to 110% of the grant date value. This unique design, which pairs an exercise price premium with a relative performance metric, further reinforces the link between meaningful shareholder returns and our executive compensation.

  151. Severance Benefits

    Severance Benefits We maintain an Executive Layoff Benefit Plan to provide separation benefits for executives who are involuntarily laid off due to a job elimination (these separation benefits are not provided if the executive becomes employed elsewhere within the Company in any capacity, or refuses any offer of employment with the Company as an executive). The plan provides a layoff benefit equal to one year of base salary plus an amount equal to the executive’s target annual incentive multiplied by the Company performance score for the year in which the layoff occurs, less any amounts paid pursuant to an individual employment, separation or severance agreement (if applicable). The plan does not provide enhanced change-in-control benefits or tax gross-ups. The Compensation Committee believes that the benefits

  152. Severance Benefits

    | 52 | | 2022 Proxy Statement |

  153. Severance Benefits

    provided under the plan are consistent with those provided by our peers and other companies with whom we compete for executive talent. In addition to receiving benefits under the plan, laid off executives may continue to participate in certain incentive award programs with respect to their outstanding awards after a separation based on service and the terms and conditions of the award. No NEO received any benefits under the Executive Layoff Benefit Plan in 2021.

  154. Granting Practices

    Granting Practices The Compensation Committee typically grants long-term incentive awards each February. The Board meeting date is generally the effective grant date for the grants. The grant date fair market value of restricted stock units is determined by reference to the average of the high and low prices of a share of Boeing stock on the grant date; similarly, for stock options, the exercise price is determined by reference to the same fair market value, with any applicable premium applied (120% for 2021). Executive officers who join the Company after the February grant date are generally eligible for their first long-term incentive awards the following February.

  155. Accounting Implications

    | • | Stock options, RSUs and PBRSUs—We account for these stock-settled awards in accordance with FASB ASC Topic 718, pursuant to which the fair value of the grant, net of estimated forfeitures, is expensed over the service/vesting period based on the number of units or shares subject to the option, as applicable, that vest. |

  156. Accounting Implications

    | • | Performance awards—The estimated payout amount of performance awards, along with any changes in that estimate, is recognized over the performance period under “liability” accounting. Our ultimate expense will equal the value earned by/paid to the executives and, accordingly, will not be determinable under the end of the three-year performance period. |

  157. Compensation and Risk

    | • | Benchmarking of individual executive pay against comparable executive roles at an appropriate set of peer companies; |

  158. Compensation and Risk

    | • | Incorporation of an individual performance assessment for each executive as a critical factor in the annual incentive calculation, thereby enabling the Compensation Committee to direct a zero payout to any executive in any year, including if the executive is deemed to have sufficiently poor performance, is found to have engaged in activities or misconduct that pose a financial, operational or other undue risk to the Company, or otherwise fails to adhere to our enduring values of safety, quality, integrity and sustainability; |

  159. Compensation and Risk

    | • | Incorporation of prior-year individual performance into the determination of long-term incentive award target value, driving further connection between pay and individual performance; |

  160. Compensation and Risk

    | • | Incorporation of operational performance alongside financial performance into our annual incentive plan design to drive improvements in areas critical to successful business execution and risk mitigation—product safety, employee safety and quality; |

  161. Compensation and Risk

    | • | No employment agreements with executive officers (except where required by non-U.S. local law); |

  162. Compensation and Risk

    | • | Compensation Committee-approved limits on annual incentive awards (as well as performance awards and PBRSUs, which were granted to our executive officers prior to 2021); |

  163. Compensation and Risk

    | • | Limited Compensation Committee discretion to adjust performance metrics to reflect certain extraordinary circumstances affecting the core operating performance of the Company; and |

  164. Compensation and Risk

    In light of these features, we conclude that the risks arising from our executive and employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. In early 2021, to bolster our ongoing process of evaluating our program design for unintended or inappropriate levels of risk, we engaged Pay Governance to conduct an independent evaluation of the risk in our compensation design for 2021. As part of its independent assessment, Pay Governance reviewed our annual and long-term incentive design and determined that it would not encourage inappropriate risk taking or manipulation of earnings. The findings of this review were discussed with management and presented to the Compensation Committee in February 2021. Pay Governance conducted a similar review of our annual and long-term incentive program design for 2022, and presented its conclusion to the Compensation Committee in February 2022 that our plans do not encourage inappropriate risk taking or manipulation of earnings.

  165. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation for each of our 2021 named executive officers.

  166. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | David L. Calhoun | 2021 | 1,400,000 | — | 8,000,000 | 8,000,000 | 3,381,840 | — | 311,765 | 21,093,605 | | President and Chief Executive Officer | 2020 | 269,231 | — | 20,515,106 | — | — | — | 289,715 | 21,074,052 | | Gregory D. Smith | 2021 | 858,077 | — | 2,500,000 | 2,500,000 | 1,203,882 | — | 166,614 | 7,228,573 | | Former Executive Vice President, Enterprise Operations and Chief Financial Officer | 2020 2019 | 1,150,000 1,128,846 | — — | 2,565,845 2,430,699 | | 888,720 — | 411,186 411,242 | 206,027 545,016 | 5,221,778 4,515,803 | | David A. Dohnalek | 2021 | 545,000 | — | 1,362,330 | — | 465,430 | — | 216,626 | 2,589,386 | | Senior Vice President and Treasurer, Former Interim Chief Financial Officer | | | | | | | | | | | Brian J. West | 2021 | 307,692 | 750,000 | 3,000,000 | 3,000,000 | 433,569 | — | 84,359 | 7,575,620 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | | Leanne G. Caret | 2021 | 1,000,000 | — | 2,000,000 | 2,000,000 | 1,098,900 | — | 167,986 | 6,266,886 | | Executive Vice President, President and Chief Executive Officer, Defense, Space & Security | 2020 2019 | 1,000,000 980,769 | — — | 1,845,055 1,753,172 | — — | 898,700 — | 626,749 632,899 | 146,654 325,205 | 4,517,158 3,692,045 | | Theodore Colbert III | 2021 | 875,000 | — | 1,750,000 | 1,750,000 | 1,196,528 | — | 150,540 | 5,722,068 | | Executive Vice President, President and Chief Executive Officer, Global Services | | | | | | | | | | | Stanley A. Deal | 2021 | 1,100,000 | — | 2,350,000 | 2,350,000 | 1,287,440 | — | 253,526 | 7,340,966 | | Executive Vice President, President and Chief Executive Officer, Commercial Airplanes | 2020 2019 | 1,080,769 934,423 | — — | 2,193,650 1,732,642 | — — | 675,740 — | 789,513 830,045 | 781,854 708,196 | 5,521,526 4,205,306 |

  167. Summary Compensation Table

    | (1) Amounts reflect base salary paid in the year, before any deferrals at the executive’s election. |

  168. Summary Compensation Table

    | (2) Amounts reflect the grant date fair value of RSUs granted in the year computed in accordance with FASB ASC Topic 718. These amounts are not paid to or realized by the executive. The grant date fair value of each RSU award in 2021 is set forth in the 2021 Grants of Plan-Based Awards table on page 57. |

  169. Summary Compensation Table

    | (3) Amounts reflect the grant date fair value of stock options granted in the year computed in accordance with FASB ASC Topic 718. These amounts are not paid to or realized by the executive. Assumptions used in calculation of these values are included in Note 17 to our audited financial statements including in our Annual Report on Form 10-K for the year ended December 31, 2021. The grant date fair value of each stock option award in 2021 and additional details are set forth in the 2021 Grants of Plan-Based Awards table on page 57. |

  170. Summary Compensation Table

    | (4) Amounts reflect annual incentive compensation, which is based on total Company, business unit, and individual performance, including amounts deferred under our deferred compensation plan. For each of 2021, 2020, and 2019, there were zero payouts of long-term performance awards for the three-year performance period that ended in the relevant year. The estimated target and maximum amounts for annual incentive awards for 2021 are reflected in the 2021 Grants of Plan-Based Awards table on page 57. |

  171. Summary Compensation Table

    | (5) No defined benefits have accrued since the end of 2015. Amounts for 2020 and 2019 reflect aggregate increases in the actuarial present value of the executive’s accumulated benefits under all pension plans during the applicable year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in our audited financial statements. The degree of change in the present value depends on the age of the executive, when the benefit payments begin, and how long the benefits are expected to last. The interest rate used for determining our audited financial statements can fluctuate significantly, which can result in significant year-to-year changes in the present value of accumulated benefits. An executive’s actual pension value is determined at the time of benefit commencement under the terms of the applicable plan. Additional information regarding our pension plans is set forth under “2021 Pension Benefits” beginning on page 60. None of the NEOs received any earnings on their deferred compensation based on above-market or preferential rates. |

  172. Summary Compensation Table

    | 56 | | 2022 Proxy Statement |

  173. Summary Compensation Table

    | (6) The following table sets forth the elements of “All Other Compensation” provided in 2021 to our NEOs: |

  174. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits ($)(a) | Life Insurance Premiums ($) | Tax Reimbursements ($)(b) | Company Contributions to Retirement Plans ($) | Total All Other Compensation ($) | | David L. Calhoun | 141,306 | 3,780 | 14,679 | 154,000 | 311,765 | | Gregory D. Smith | 49,590 | 1,553 | — | 115,471 | 166,614 | | David A. Dohnalek | 22,401 | 1,472 | — | 192,753 | 216,626 | | Brian J. West | 58,482 | 900 | — | 24,977 | 84,359 | | Leanne G. Caret | 10,351 | 2,700 | — | 154,935 | 167,986 | | Theodore Colbert III | 45,412 | 2,363 | — | 102,765 | 150,540 | | Stanley A. Deal | 62,583 | 2,970 | 33,186 | 154,787 | 253,526 |

  175. Summary Compensation Table

    | (a) Perquisites and other personal benefits provided to one or more of our NEOs in 2021 consisted of use of Company aircraft for personal travel, including to attend outside board meetings, personal use of ground transportation services, relocation assistance, tax preparation services, charitable gift matching, home security expenses, annual physicals, and (for Mr. Smith) retirement gifts. We determine the incremental cost to us for these benefits based on the actual costs or charges incurred. The incremental cost to us for use of Company aircraft equals the variable operating cost, including the cost of fuel, trip-related maintenance, crew travel expenses, on-board meals, landing fees, and parking costs. Year over year costs per statute mile increased by 8.4% in 2021. Since our aircraft are used predominantly for business travel, the calculation does not include costs that do not change based on usage, such as pilots’ salaries, aircraft acquisition costs, and the cost of maintenance not related to trips. The cost of any category of the listed perquisites and other personal benefits did not exceed the greater of $25,000 or 10% of total perquisites and other personal benefits for any NEO, except as follows: (i) $50,026 for relocation services including aircraft usage related to relocation and $83,563 for use of the Company aircraft, for Mr. Calhoun; (ii) $37,324 for use of Company aircraft for Mr. Smith; (iii) $27,482 for use of Company aircraft and $31,000 in charitable gift matching donations for Mr. West; (iv) $29,248 in charitable gift matching donations for Mr. Colbert; and (v) $31,280 for relocation services for Mr. Deal. |

  176. Summary Compensation Table

    | (b) Represents tax assistance, including associated gross-ups for relocation benefits based on business needs, provided pursuant to standard Company relocation policies. |

  177. 2021 Grants of Plan-Based Awards

    2021 Grants of Plan-Based Awards The following table provides information for each of our NEOs regarding 2021 annual and long-term incentive award opportunities, including the range of potential payouts under our incentive plans. Specifically, the table presents the 2021 grants of annual incentive awards, RSUs, and premium-priced stock options.

  178. 2021 Grants of Plan-Based Awards

    | Name | Type of Award | Grant Date | Committee Action Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards(3) ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | | Target ($) | Maximum ($) | | | | | | David L. Calhoun | Annual Incentive | — | — | 2,520,000 | 5,040,000 | — | — | — | — | | | RSUs | 02/17/2021 | 02/17/2021 | — | — | 37,089 | — | — | 8,000,000 | | | Stock Options | 02/17/2021 | 02/17/2021 | — | — | — | 107,195 | 258.83 | 8,000,000 | | Gregory D. Smith | Annual Incentive | — | — | 986,789 | 1,973,578 | — | — | — | — | | | RSUs | 02/17/2021 | 02/16/2021 | — | — | 11,590 | — | — | 2,500,000 | | | Stock Options | 02/17/2021 | 02/16/2021 | — | — | — | 33,498 | 258.83 | 2,500,000 | | David A. Dohnalek | Annual Incentive | — | — | 381,500 | 763,000 | — | — | — | — | | | RSUs(4) | 02/17/2021 | 02/16/2021 | — | — | 6,316 | — | — | 1,362,500 | | Brian J. West | Annual Incentive | — | — | 338,461 | 676,922 | — | — | — | — | | | RSUs | 08/27/2021 | 06/28/2021 | — | — | 13,658 | — | — | 3,000,000 | | | Stock Options | 08/27/2021 | 06/28/2021 | — | — | — | 40,322 | 263.57 | 3,000,000 | | Leanne G. Caret | Annual Incentive | — | — | 1,100,000 | 2,200,000 | — | — | — | — | | | RSUs | 02/17/2021 | 02/16/2021 | — | — | 9,272 | — | — | 2,000,000 | | | Stock Options | 02/17/2021 | 02/16/2021 | — | — | — | 26,798 | 258.83 | 2,000,000 | | Theodore Colbert III | Annual Incentive | — | — | 787,500 | 1,575,000 | — | — | — | — | | | RSUs | 02/17/2021 | 02/16/2021 | — | — | 8,113 | — | — | 1,750,000 | | | Stock Options | 02/17/2021 | 02/16/2021 | — | — | — | 23,449 | 258.83 | 1,750,000 | | Stanley A. Deal | Annual Incentive | — | — | 1,210,000 | 2,420,000 | — | — | — | — | | | RSUs | 02/17/2021 | 02/16/2021 | — | — | 10,895 | — | — | 2,350,000 | | | Stock Options | 02/17/2021 | 02/16/2021 | — | — | — | 31,488 | 258.83 | 2,350,000 |

  179. 2021 Grants of Plan-Based Awards

    | (1) RSU and stock option awards were approved by the Compensation Committee for all executive officers other than our CEO on February 16, 2021, with a grant date of February 17, 2021 (the day of our full Board meeting). Mr. Calhoun’s RSU and stock option awards were approved and granted by the Board effective February 17, 2021. Mr. West’s RSU and stock option awards were approved by the Compensation Committee on June 28, 2021 and had a grant date of August 27, 2021 (Mr. West’s date of hire). |

  180. 2021 Grants of Plan-Based Awards

    | (2) Payouts of annual incentive awards may range from $0 to the applicable maximum as set forth above. Therefore, we have omitted the “Threshold” column. |

  181. 2021 Grants of Plan-Based Awards

    | (3) The exercise price for all stock options granted in 2021 was set at 120% of the fair market value (the average of the high and low prices) of a share of Company stock on the grant date. |

  182. 2021 Grants of Plan-Based Awards

    | | 2022 Proxy Statement | 57 |

  183. 2021 Grants of Plan-Based Awards

    | (4) As Mr. Dohnalek was not serving as an executive officer at the time the Compensation Committee approved long-term incentive awards in February 2021, his long-term incentive award was granted exclusively in the form of RSUs, rather than a combination of RSUs and stock options. |

  184. Restricted Stock Units

    Restricted Stock Units The amounts shown for RSUs represent the number of RSUs awarded to each NEO in 2021 and the grant date fair value of the RSUs determined in accordance with FASB ASC Topic 718. The grant date fair values are calculated using the average of the high and low prices on the grant date. RSUs granted as part of our long-term incentive program vest and settle on a one-for-one basis in shares of stock on the third anniversary of the grant date. Our 2021 long-term incentive program RSUs provide that executives who terminate employment due to retirement or layoff after attaining at least age 62 with one year of service are eligible to continue vesting in their entire RSU award; executives who terminate employment due to death or disability fully vest in their entire RSU award; and executives who terminate employment due to retirement after attaining at least age 55 with ten years of service, or layoff prior to attaining age 62 with one year of service, are eligible to vest in a pro-rated portion of their RSU award based on months of employment during the three-year vesting period. Supplemental RSUs granted outside our long-term incentive program may have different vesting terms than those described above. During 2021, Mr. West received a sign-on RSU grant in connection with his hire. This sign-on award is described in more detail on page 38.

  185. Premium-Priced Stock Options

    Premium-Priced Stock Options The amounts shown for stock options represent the number of shares subject to a nonqualified premium-priced stock option granted to each NEO in 2021, the option exercise price, and the grant date fair value of the options determined in accordance with FASB ASC Topic 718. The exercise price per share is 120% of the fair market value of a share on the grant date, meaning the average of the high and low prices on that date. Stock options expire ten years after the grant date. Vested options are generally exercisable for 90 days following termination of employment, except for terminations due to death, disability, or layoff, in which case vested options remain exercisable for up to five years following termination (but not later than the ten-year term), or terminations due to retirement, in which case vested options remain exercisable for the full ten-year term. Stock options granted as part of our long-term incentive program vest on the third anniversary of the grant date. Our 2021 long-term incentive program stock options provide that executives who terminate employment due to retirement or layoff after attaining at least age 62 with one year of service are eligible to continue vesting in their entire stock option award; executives who terminate employment due to death or disability fully vest in their entire stock option award; and executives who terminate employment due to retirement after attaining at least age 55 with ten years of service, or layoff prior to attaining age 62 with one year of service, are eligible to vest in a pro-rated portion of their stock option award based on months of employment during the three-year vesting period. Supplemental stock option awards granted outside our long-term incentive program may have different vesting terms than those described above. During 2021, Mr. West received a sign-on stock option award in connection with his hire. This sign-on award is described in more detail on page 38.

  186. Premium-Priced Stock Options

    | 58 | | 2022 Proxy Statement |

  187. Outstanding Equity Awards at 2021 Fiscal Year-End

    Outstanding Equity Awards at 2021 Fiscal Year-End The following table provides information regarding outstanding stock options and unvested stock awards held by each of our NEOs as of December 31, 2021. Market values for outstanding stock awards, which include 2021 grants and prior-year grants, are based on the closing price of Boeing stock on December 31, 2021, or $201.86. Performance awards, which are cash-denominated but which (if earned) may be paid out in shares of common stock at the Compensation Committee’s discretion, are not presented in this table.

  188. Outstanding Equity Awards at 2021 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | David L. Calhoun | 2021 | — | 107,195 | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 84,062(3) | 16,968,755 | 1,224(4) | 247,077 | | Gregory D. Smith | 2021 | — | 4,652 | 258.83 | 02/17/2031 | — | — | — | — | | | 2013 | 19,402 | — | 75.965 | 02/25/2023 | — | — | — | — | | | — | — | — | — | — | — | — | 963(5) | 194,189 | | David A. Dohnalek | 2013 | 4,195 | — | 75.965 | 02/25/2023 | — | — | — | — | | | — | — | — | — | — | 13,825(6) | 2,790,715 | 346(7) | 69,844 | | Brian J. West | 2021 | — | 40,322 | 263.57 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 13,658(8) | 2,757,004 | — | — | | Leanne G. Caret | 2021 | — | 26,798 | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 31,212(9) | 6,300,454 | 1,127(10) | 227,698 | | Theodore Colbert III | 2021 | — | 23,449 | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 21,871(11) | 4,414,880 | 744(12) | 150,184 | | Stanley A. Deal | 2021 | — | 31,488 | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 26,388(13) | 5,326,682 | 1,244(14) | 251,114 |

  189. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (1) The following table shows the aggregate number and market value of unvested Career Shares, RSUs, and Matching Deferred Stock Units, or MDSUs, held by each NEO as of December 31, 2021. Mr. Smith is not included, as he vested in portions of his outstanding RSUs and forfeited the remainder in connection with his retirement from the Company in July 2021. |

  190. Outstanding Equity Awards at 2021 Fiscal Year-End

    | | Number of Shares or Units of Stock That Have Not Vested (#) | | | Market Value of Shares or Units of Stock That Have Not Vested ($) | | | | Name | Career Shares(a) | RSUs | MDSUs(b) | Career Shares(a) | RSUs | MDSUs(b) | | David L. Calhoun | — | 84,062 | — | — | 16,968,755 | — | | David A. Dohnalek | 2,941 | 10,884 | — | 593,670 | 2,197,044 | — | | Brian J. West | — | 13,658 | — | — | 2,757,004 | — | | Leanne G. Caret | — | 29,845 | 1,367 | — | 6,024,512 | 275,943 | | Theodore Colbert III | — | 21,871 | — | — | 4,414,880 | — | | Stanley A. Deal | 4,320 | 16,295 | 5,773 | 872,035 | 3,289,309 | 1,165,338 |

  191. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (a) Career Shares, which were granted prior to 2006, are eligible to earn dividend equivalents that accrue in the form of additional Career Shares. Career Shares vest upon termination of employment due to retirement, death, disability or layoff and are paid out in stock upon vesting. |

  192. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (b) Under the MDSU program, which was discontinued in 2005, if an executive elected to defer certain compensation into Boeing deferred stock units (an unfunded stock unit account), we provided a 25% matching contribution when the awards vested that will be paid out in stock upon termination of employment due to retirement, death, disability or layoff. MDSUs are eligible to earn dividend equivalents that accrue in the form of additional MDSUs. MDSUs are paid under our Deferred Compensation Plan for Employees, which is described in further detail under “2021 Nonqualified Deferred Compensation” on page 62. |

  193. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (2) Assumes performance at threshold for PBRSUs granted in each of 2019 and 2020; however, PBRSUs granted in 2019 vested on February 15, 2022 and paid out at zero, based on our relative TSR performance over the vesting period. |

  194. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (3) Reflects (a) 10,344 RSUs that vested on February 24, 2022; (b) 21,988 RSUs that vest at the earliest on February 24, 2023 subject to the Company’s substantial achievement of specified performance goals described on page 39; (c) 16,142 RSUs that vest on February 24, 2023; and (d) 35,588 RSUs that vest on February 17, 2024. |

  195. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (4) Reflects 1,224 PBRSUs that vest in or around February 2023. |

  196. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (5) Reflects (a) 539 PBRSUs that vested on February 15, 2022 and paid out at zero, based on our relative TSR performance over the vesting period; and (b) 424 PBRSUs that will vest in or around February 2023. |

  197. Outstanding Equity Awards at 2021 Fiscal Year-End

    | | 2022 Proxy Statement | 59 |

  198. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (6) Reflects (a) 2,941 Career Shares that vest as described in footnote (1) above; (b) 619 RSUs that vested on February 25, 2022; (c) 1,046 RSUs that vested on February 26, 2022; (d) 914 RSUs that vest on February 24, 2023; (e) 2,244 RSUs that vest on December 14, 2023; and (f) 6,061 RSUs that vest on February 17, 2024. |

  199. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (7) Reflects (a) 142 PBRSUs that vested on February 15, 2022 and paid out at zero, based on our relative TSR performance over the vesting period; and (b) 204 PBRSUs that will vest in or around February 2023. |

  200. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (8) Reflects 13,658 RSUs that vest on August 27, 2024. |

  201. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (9) Reflects (a) 1,367 MDSUs that vest as described in footnote (1) above; (b) 2,099 RSUs that vested on February 25, 2022; (c) 15,687 RSUs that vested on February 26, 2022; (d) 2,892 RSUs that vest on February 24, 2023; and (e) 9,167 RSUs that vest on February 17, 2024. |

  202. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (10) Reflects (a) 482 PBRSUs that vested on February 15, 2022 and paid out at zero, based on our relative TSR performance over the vesting period; and (b) 645 PBRSUs that will vest in or around February 2023. |

  203. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (11) Reflects (a) 1,083 RSUs that vested on February 25, 2022; (b) 10,458 RSUs that vested on February 26, 2022; (c) 2,217 RSUs that vest on February 24, 2023; and (d) 8,113 RSUs that vest on February 17, 2024. |

  204. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (12) Reflects (a) 249 PBRSUs that vested on around February 15, 2022 and paid out at zero, based on our relative TSR performance over the vesting period; and (b) 495 PBRSUs that will vest in or around February 2023. |

  205. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (13) Reflects (a) 4,320 Career Shares and 5,773 MDSUs that vest as described in footnote (1) above; (b) 2,075 RSUs that vested on February 25, 2022; (c) 3,438 RSUs that vest on February 24, 2023; and (d) 10,782 RSUs that vest on February 17, 2024. |

  206. Outstanding Equity Awards at 2021 Fiscal Year-End

    | (14) Reflects (a) 477 PBRSUs that vested on February 15, 2022 and paid out at zero, based on our relative TSR performance over the vesting period; and (b) 767 PBRSUs that will vest in or around February 2023. |

  207. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information for each of our NEOs regarding vesting of stock awards and options exercised during 2021. Mr. West is not included, as he did not vest in any stock awards or exercise any options during 2021.

  208. Option Exercises and Stock Vested

    | | Stock Options | | Stock Awards | | | Name | Numbers of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | David L. Calhoun | — | — | 11,845 | 2,592,352 | | Gregory D. Smith | — | — | 62,680 | 14,482,619 | | David A. Dohnalek | 188 | 15,421 | 2,028 | 435,711 | | Leanne G. Caret | — | — | 2,321 | 500,244 | | Theodore Colbert III | — | — | 14,622 | 3,252,704 | | Stanley A. Deal | — | — | 15,483 | 3,347,765 |

  209. Option Exercises and Stock Vested

    | (1) Consists of RSUs that vested during 2021, including shares withheld for payment of applicable taxes associated with the vesting. For Mr. Smith, the number of shares shown includes shares acquired pursuant to outstanding RSUs that vested upon his retirement from the Company in July 2021, in accordance with the terms of the applicable awards. Of these RSUs, 2,344 RSUs were distributed on January 10, 2022; 1,899 RSUs will be distributed on February 24, 2023; and 1,610 RSUs will be distributed on February 17, 2024. The value of these deferred units is reflected in the 2021 Deferred Compensation Table on page 63. |

  210. Option Exercises and Stock Vested

    | (2) Calculated based on the average of the high and low price of a share of Boeing stock on the date of vesting. |

  211. 2021 Pension Benefits

    2021 Pension Benefits Messrs. Smith, Dohnalek and Deal and Ms. Caret have earned benefits under the following pension plans:

  212. 2021 Pension Benefits

    | • | the Pension Value Plan, or PVP, a pre-funded, qualified defined benefit plan generally available to salaried U.S. employees hired before 2009 who were not covered by certain collective bargaining agreements; and |

  213. 2021 Pension Benefits

    | • | the defined benefit Supplemental Executive Retirement Plan, or DB SERP, an unfunded, nonqualified defined benefit plan generally available to executives hired before 2008 and salaried U.S. employees hired before 2009 who have a PVP benefit. |

  214. 2021 Pension Benefits

    | 60 | | 2022 Proxy Statement |

  215. 2021 Pension Benefits

    Benefits ceased to accrue under each of these plans at the end of 2015. In addition, Mr. Smith previously accrued a frozen benefit under the Boeing Toronto Supplemental Executive Retirement Income Plan, or Toronto SERIP. The following table provides information as of December 31, 2021 with respect to accumulated benefits under each of these plans and arrangements. Mr. Smith was the only NEO who received pension payments during 2021 following his retirement from the Company in July 2021. Messrs. Calhoun, Colbert, and West have no pension benefits under our defined benefit pension plans.

  216. 2021 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Yr ($) | | Gregory D. Smith | Pension Value Plan | 13.01 | — | 349,319 | | | DB SERP | 13.01 | 1,821,823 | — | | | Toronto SERIP | 9.52 | 306,000 | 6,632 | | David A. Dohnalek | Pension Value Plan | 13.79 | 860,254 | — | | | DB SERP | 13.79 | 1,899,902 | — | | Leanne G. Caret | Pension Value Plan | 27.63 | 1,065,108 | — | | | DB SERP | 27.63 | 2,345,321 | — | | Stanley A. Deal | Pension Value Plan | 28.06 | 1,242,839 | — | | | DB SERP | 28.06 | 3,670,223 | — |

  217. 2021 Pension Benefits

    | (1) As of December 31, 2015, plan participants no longer accrue additional years of credited service, except in order to determine early retirement eligibility. The years of actual Company service as of December 31, 2021 (or, for Mr. Smith, as of his retirement in July 2021) are as follows: Mr. Smith, 31 years; Mr. Dohnalek, 19 years; Mr. Deal, 34 years; and Ms. Caret, 33 years. |

  218. 2021 Pension Benefits

    | (2) Present values for Mr. Smith reflect the benefit payable as of December 31, 2021 based on his actual retirement date in July 2021 (this benefit includes early retirement benefits available to all pension participants). Otherwise, present values for other NEOs were calculated assuming no pre-retirement mortality or termination. The values for the PVP, the DB SERP and the Toronto SERIP are the actuarial present values as of December 31, 2021 of the benefits earned as of that date and payable as a single life annuity beginning at age 65 for the PVP and SERP excess benefit and age 62 for the DB SERP supplemental target benefit. The discount assumption is 2.80% for the PVP, 2.78% for the DB SERP, and 2.90% for the Toronto SERIP. The post-retirement mortality assumption is Boeing specific mortality for the PVP and DB SERP, and UP 1994 fully generational for the Toronto SERIP. |

  219. 2021 Pension Benefits

    | In order to determine changes in pension values for the Summary Compensation Table on page 56, the values of these benefits were also calculated as of December 31, 2020. For the values as of December 31, 2020, the discount assumption was 2.46% for the PVP, 2.39% for the DB SERP and 2.40% for the Toronto SERIP, which were the assumptions used for financial reporting purposes for 2020. Other assumptions used to determine the value as of December 31, 2020 were the same as those used for December 31, 2021. The assumptions reflected in this footnote are the same as those used for the PVP, the DB SERP and the Toronto SERIP for financial reporting purposes. |

  220. 2021 Pension Benefits

    The amount of the PVP benefit is based on the participant’s pay and service through the end of 2015. PVP participants earned annual benefit credits prior to the ceasing of accruals. Interest credits on the account balance continue to be applied based on the yield of the 30-year U.S. Treasury bond in effect during November of the previous year, except that the rate may not be lower than 5% or higher than 10%. Normal retirement age under the PVP is 65, and pension benefits vested after three years of service. Several forms of payment are available to participants, including a single lump sum. To determine a participant’s annual pension benefit upon retirement from the Company, the participant’s accumulated benefit credits are divided by a conversion factor of 11. Participants who have at least ten years of service and are at least age 55, or at least one year of service and are at least age 62, are eligible for early retirement. Enhanced early retirement benefits are available to participants on amounts that accrued during 2014 and 2015, and early retirement benefits are retained for amounts transferred to the PVP from certain heritage plans. Ms. Caret and Messrs. Deal, Dohnalek and Smith were eligible for early retirement during 2021. Participants who terminate employment before they are eligible for early retirement will receive a reduced benefit depending on the age they begin to receive the benefit. The reduced benefit is determined by dividing the accumulated benefit credits by 11 plus 0.4 for each year before age 65 that the benefit commences. For example, the factor for benefit commencement at age 60 for a participant whose employment terminates before retirement is 13 rather than 11. The DB SERP provides an excess benefit equal to additional amounts the PVP would have paid absent limitations mandated by U.S. federal tax laws. For participants hired before 2008, including Ms. Caret and Messrs. Dohnalek and Deal, the DB SERP pays the greater of the excess benefit or a supplemental target benefit that may enhance the benefits that would otherwise have been received under the PVP absent these limitations. For participants hired during 2008, including Mr. Smith, the DB SERP pays only the excess benefit. Unmarried participants receive the DB SERP benefit as a single life annuity. Married participants can elect to receive the DB SERP benefit as a single life annuity or a 50%, 75% or 100% joint and survivor annuity that is actuarially equivalent to the single life annuity. Under the DB SERP, the supplemental target benefit would be reduced 0.25% for each month the participant retires prior to age 62

  221. 2021 Pension Benefits

    | | 2022 Proxy Statement | 61 |

  222. 2021 Pension Benefits

    and 0.5% for each month the benefit commences prior to age 65 if the participant terminates employment prior to being eligible for early retirement. The DB SERP benefits are subject to forfeiture and clawback for five years following an executive’s termination if the executive is determined to be in competition with a significant aspect of our business or commits certain criminal acts. DB SERP benefits accrued after 2007 are also subject to forfeiture and clawback if the executive solicits or attempts to solicit our employees, representatives or consultants to work for the executive or a third party without our consent, or disparages us, our products or our employees. The Toronto SERIP provides an excess benefit equal to the additional amounts participants would have received under a Canadian subsidiary pension plan absent limitations by applicable Canadian laws. Mr. Smith’s Toronto SERIP benefit would be reduced for each year that he retires before age 65 by the lesser of 2.5% per point before attaining 85 points (based on age plus years of service), 2.5% per year before attaining age 65 and 6.0% per year before attaining age 62. His benefit was not reduced based on his age and years of service as of his retirement in July 2021.

  223. 2021 Nonqualified Deferred Compensation

    2021 Nonqualified Deferred Compensation

  224. Potential Payments upon Termination

    Potential Payments upon Termination

  225. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    Table I: Estimated Potential Incremental Payments Upon Termination of Employment Table I sets forth the estimated incremental compensation payable to our NEOs upon termination of employment in the event of layoff, retirement, disability or death. The amounts shown assume that each such NEO ceased to be employed by the Company as of December 31, 2021, the price of Boeing stock as of termination was the closing price of $201.86 on December 31, 2021 and, in the case of PBRSUs and performance awards, performance was at target. In the event of termination of employment due to layoff, retirement upon attaining age 55 with ten years of service or age 62 with one year of service, death or disability, each NEO would receive any or all of the following benefits as reflected in Table I:

  226. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Cash severance pursuant to a qualifying layoff under the Layoff Plan; |

  227. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Pro rata vesting of PBRSUs, to the extent earned based on relative total shareholder return performance over the three-year performance period; |

  228. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Either continued vesting (in the event of retirement or layoff upon attaining age 62 with one year of service), pro rata vesting (in the event of layoff, or retirement upon attaining age 55 with ten years of service), or full vesting (in the event of death or disability) of RSUs and stock options granted under the long-term incentive program, with pro rata vesting based on the number of months employed during the three-year vesting period; |

  229. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Full vesting of any special equity awards (time-vested RSUs or stock options) held by NEOs other than Mr. Calhoun, other than in the case of retirement; |

  230. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | 64 | | 2022 Proxy Statement |

  231. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Vesting of Mr. Calhoun’s special performance-based RSUs and time-vested RSUs granted in connection with his hire, other than in the case of layoff or retirement; |

  232. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Distribution of shares of Boeing stock represented by Career Shares; |

  233. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Continued eligibility for performance awards, which will be paid pro rata to the extent earned based on the number of months employed during the relevant performance period; |

  234. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Continued eligibility for tax preparation services through the calendar year following year of termination; |

  235. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Life insurance benefit equal to three times base salary up to $6 million; and |

  236. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Outplacement services. |

  237. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    Table I excludes the following amounts:

  238. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Pension and nonqualified deferred compensation benefits, which are set forth in the 2021 Pension Benefits and 2021 Nonqualified Deferred Compensation tables beginning on page 61; and |

  239. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | • | Benefits generally available to salaried employees, such as distributions under our 401(k) plan, certain disability benefits, and accrued vacation. |

  240. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | Name and Benefits | Layoff ($) | Retirement ($)(1) | Disability ($) | Death ($) | | David L. Calhoun | | | | | | Cash Severance | 4,474,400 | — | — | — | | PBRSUs | 604,088 | 604,088 | 604,888 | 604,088 | | RSUs | 8,163,409 | 8,163,409 | 15,468,900 | 15,468,900 | | Performance Awards | 2,333,333 | 2,333,333 | 2,333,333 | 2,333,333 | | Stock Options | — | — | — | — | | Life Insurance Death Benefit | — | — | — | 4,200,000 | | Tax Preparation Services | 8,300 | 8,300 | 8,300 | 8,300 | | Outplacement Services | 7,500 | — | — | — | | Gregory D. Smith(2) | | | | | | Cash Severance | — | — | — | — | | PBRSUs | — | 619,898 | — | — | | RSUs | — | 1,396,621 | — | — | | Performance Awards | — | 2,996,178 | — | — | | Stock Options | — | — | — | — | | Life Insurance Death Benefit | — | — | — | — | | Tax Preparation Services | — | 8,300 | — | — | | Outplacement Services | — | — | — | — | | David A. Dohnalek | | | | | | Cash Severance | 1,010,430 | — | — | — | | PBRSUs | 209,174 | 209,174 | 209,174 | 209,174 | | RSUs | 2,310,561 | 2,099,457 | 2,310,561 | 2,310,561 | | Stock Options | — | — | — | — | | Performance Awards | 905,667 | 905,667 | 905,667 | 905,667 | | Life Insurance Death Benefit | — | — | — | 1,635,000 | | Tax Preparation Services | 7,096 | 7,096 | 7,096 | 7,096 | | Outplacement Services | 7,500 | — | — | — | | Brian J. West(3) | | | | | | Cash Severance | — | — | — | — | | PBRSUs | — | — | — | — | | RSUs | 2,757,004 | — | 2,757,004 | 2,757,004 | | Stock Options | — | — | — | — | | Performance Awards | — | — | — | — | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Outplacement Services | 7,500 | — | — | — |

  241. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | | 2022 Proxy Statement | 65 |

  242. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | Name and Benefits | Layoff ($) | Retirement ($)(1) | Disability ($) | Death ($) | | Leanne G. Caret | | | | | | Cash Severance | 2,221,000 | — | — | — | | PBRSUs | 686,167 | 686,167 | 686,167 | 686,167 | | RSUs | 4,443,396 | 1,276,889 | 5,795,141 | 5,795,141 | | Stock Options | — | — | — | — | | Performance Awards | 2,982,800 | 2,982,800 | 2,982,800 | 2,982,800 | | MDSUs | 275,943 | 275,943 | 275,943 | 275,943 | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | 8,300 | 8,300 | 8,300 | | Outplacement Services | 7,500 | — | — | — | | Theodore Colbert III | | | | | | Cash Severance | 1,993,250 | — | — | — | | PBRSUs | 433,978 | — | 433,978 | 433,978 | | RSUs | 3,045,875 | — | 4,228,651 | 4,228,651 | | Stock Options | — | — | — | — | | Performance Awards | 1,848,067 | — | 1,848,067 | 1,848,067 | | Life Insurance Death Benefit | — | — | — | 2,625,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Outplacement Services | 7,500 | — | — | — | | Stanley A. Deal | | | | | | Cash Severance | 2,455,200 | — | — | — | | PBRSUs | 742,064 | 742,064 | 742,064 | 742,064 | | RSUs/Career Shares | 2,302,507 | 2,302,507 | 3,890,865 | 3,890,865 | | Performance Awards | 3,194,833 | 3,194,833 | 3,194,833 | 3,194,833 | | MDSUs | 1,165,338 | 1,165,338 | 1,165,338 | 1,165,338 | | Life Insurance Death Benefit | — | — | — | 3,300,000 | | Tax Preparation Services | 9,138 | 9,138 | 9,138 | 9,138 | | Outplacement Services | 7,500 | — | — | — |

  243. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | (1) Of our NEOs, Ms. Caret and Messrs. Calhoun, Dohnalek, and Deal were retirement-eligible as of December 31, 2021 (defined as at least age 55 with ten years of service, or age 62 with one year of service). Mr. Smith was retirement-eligible as of his retirement in July 2021. |

  244. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | (2) As Mr. Smith retired from the Company on July 9, 2021, the chart above describes the actual incremental benefits he received in connection with his retirement. As he had attained at least age 55 with ten years of service by the time he retired, Mr. Smith was eligible for pro-rated vesting of his outstanding RSUs, PBRSUs, performance awards and stock options based on the number of months employed during the applicable vesting or performance period. Mr. Smith was also eligible for Company-paid tax preparation services during 2021. |

  245. Table I: Estimated Potential Incremental Payments Upon Termination of Employment

    | (3) As Mr. West was hired in 2021, he was not eligible for benefits under our Layoff Plan as of December 31, 2021, as he did not have the required minimum one year of service for eligibility. |

  246. Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment Table II below shows the estimated DB SERP benefits payable for the employment termination reasons given in the corresponding columns for each of the listed NEOs. PVP payments, which are generally available to salaried employees hired before 2009, are not set forth in the table below. There are no additional disability benefits provided under the DB SERP. Table II shows the annual DB SERP annuity that would have been received after a termination of employment on December 31, 2021, expressed as a life annuity, and the present value of such annuity benefit (based on the same factors used for the 2021 Pension Benefits table on page 61). The present value of Ms. Caret’s, Mr. Deal’s and Mr. Dohnalek’s benefits were calculated assuming a benefit commencement date of December 31, 2021.

  247. Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    | 66 | | 2022 Proxy Statement |

  248. Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    Messrs. Calhoun, Colbert, and West have no pension benefits under Company defined benefit pension plans. The present value of Mr. Smith’s benefit as of December 31, 2021, calculated based on his retirement from the Company in July 2021, is set forth in the 2021 Pension Benefits table on page 61.

  249. Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    | Name | Benefit Payable Upon Termination Due to Retirement, Layoff or Disability(1) Annuity/Present Value | Death Benefit Payable to Spouse(2) Annuity/Present Value | | David A. Dohnalek | $117,098/$1,899,902 | $100,751/$1,641,965 | | Leanne G. Caret | $125,691/$2,557,022 | $114,416/$2,153,613 | | Stanley A. Deal | $209,515/$3,917,451 | $190,428/$3,386,632 |

  250. Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    | (1) Ms. Caret and Messrs. Dohnalek and Deal were eligible for retirement benefits under the DB SERP as of December 31, 2021. Mr. Smith was eligible for retirement benefits under the DB SERP as of his retirement date. |

  251. Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    | (2) If the participant dies while an active employee and eligible for retirement, the death benefit paid is a 100% surviving spouse annuity. If the participant is an active employee and not eligible for retirement, the death benefit is a 50% surviving spouse annuity. Surviving spouse annuities commence as of the month after death. |

  252. Pay Ratio

    Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the median of the annual total compensation of our employees and the annual total compensation of our CEO. For 2021, the annual total compensation of our median employee, was $124,844, and the annual total compensation of our CEO, Mr. Calhoun, was $21,093,605 as reported in the Summary Compensation Table on page 56. Based on this information, we estimated that our CEO’s 2021 total compensation was approximately 169 times that of our median employee. The median employee’s 2021 total compensation was calculated in the same manner as would be required by item 402(c)(2)(x) of Regulation S-K if the employee was a NEO for 2021, and the 2021 annual total compensation of the CEO represents the amount reported in the “Total” column of the Summary Compensation Table on page 56. We have elected to identify our median employee every three years, unless a significant change in our employee population or employee compensation arrangements has occurred. Our median employee was identified for the twelve-month period ending September 30, 2020, based on our full-time, part-time and temporary employees (including employees of our consolidated subsidiaries) in the U.S. and all foreign jurisdictions in which we operate other than Belgium, the Czech Republic, Denmark, France, Germany, Hungary, Ireland, Israel, Italy, Netherlands, Norway, Poland, Spain, Sweden and the United Kingdom. These excluded employees represented less than 5% of our total employees, consistent with the SEC’s de minimis exclusion guidance. The total employee population used for identifying our median employee was approximately 137,558. We first determined each employee’s federal taxable wages (or its equivalent for non-U.S. employees) for the twelve-month period noted above, as reflected in our payroll records and systems. We then identified our median employee from our employee population based on this compensation measure. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

  253. Pay Ratio

    | | 2022 Proxy Statement | 67 |

  254. Pay Ratio

    Shareholders are being asked to approve The Boeing Company Global Stock Purchase Plan, or the Purchase Plan. The Purchase Plan was adopted by our Board of Directors on February 16, 2022, subject to shareholder approval, and is intended to attract and retain employees, and provide eligible U.S. and non-U.S. employees of Boeing and its wholly-owned subsidiaries and affiliates the opportunity to acquire an ownership interest in Boeing, thus broadening our shareholder base and further aligning the interests of our employees with the interests of our shareholders. The following is a summary of material features of the Purchase Plan, which is qualified in its entirety by the copy of the Purchase Plan attached as Appendix A.

  255. Pay Ratio

    | | The Board recommends that you vote FOR The Boeing Company Global Stock Purchase Plan. |

  256. Pay Ratio

    Purpose of the Purchase Plan. The Purchase Plan is a broad-based plan intended to attract and retain employees of Boeing and its wholly-owned subsidiaries and affiliates globally by offering them the opportunity to acquire a personal ownership interest in Boeing in a manner designed (where administratively feasible) to achieve tax effectiveness and other objectives beneficial to both Boeing and participants. The Purchase Plan includes two components:

  257. Pay Ratio

    | • | The 423 component is intended to permit stock offerings designed to satisfy the requirements of Section 423 of the Internal Revenue Code, or the Code, and generally may be offered to our eligible U.S. employees. |

  258. Pay Ratio

    | • | The non-423 component is intended to permit stock offerings not intended to qualify under Section 423 of the Code, and generally may be offered to our eligible non-U.S. employees and U.S. employees of affiliated entities that are not subsidiaries. |

  259. Pay Ratio

    Eligible Employees. All U.S. employees of Boeing and its designated wholly-owned subsidiaries, whether currently existing or existing in the future, that adopt the Purchase Plan will be generally eligible to participate in the 423 component of the Purchase Plan, provided that the Compensation Committee may exclude certain categories of employees from participation in accordance with Section 423 of the Code. All U.S. employees of wholly-owned affiliated entities that are not Boeing subsidiaries, and all non-U.S. employees of Boeing and its non-U.S. wholly-owned subsidiaries and affiliates, in each case, whether currently existing or existing in the future, that adopt the Purchase Plan will be generally eligible to participate in the non-423 component, which permits the adoption of rules, procedures, or sub-plans designed to facilitate participation in the Purchase Plan by eligible non-U.S. employees and U.S. employees of wholly-owned affiliated entities that are not subsidiaries. As of February 28, 2022, assuming all of Boeing’s wholly-owned subsidiaries and affiliates are designated for participation and adopt the Purchase Plan, approximately 141,500 employees would be eligible to participate. Shares Subject to the Purchase Plan. 12,000,000 shares of Boeing common stock have been authorized for issuance under the Purchase Plan, subject to capitalization adjustments. The shares may be authorized and unissued shares or issued shares, reacquired by Boeing (either in the market or through private transactions) and which are being held as treasury shares. Any shares issued under the Purchase Plan will reduce, on a share-for-share basis, the number of shares available for subsequent issuance under the Purchase Plan. The closing market price of Boeing common stock as reported on the New York Stock Exchange on February 28, 2022 was $205.34. Limitations on Purchases. A participant in the Purchase Plan will not be permitted to purchase more than 2,000 shares of Boeing common stock in any offering period. In addition, a participant will not be permitted to purchase any shares under the Purchase Plan if, immediately after such purchase, the participant would own 5% or more of the total combined voting power or value of all classes of Boeing’s or any subsidiary’s common stock, and may not purchase more than $25,000 worth of our common stock pursuant to the Purchase Plan, as measured using the fair market value of a share of Boeing common stock on the opening date of an offering period, in any calendar year. Fair market value, for purposes of the Purchase Plan, will be the average of the high and low market prices of a share of Boeing stock on the applicable date. Different limitations may be imposed with respect to participants in the non-423 component or participants in the 423 component who are subject to laws of another jurisdiction where different limitations are required. Administration. The Compensation Committee will serve as the plan administrator for the Purchase Plan, and may delegate any or all of its authority under the Purchase Plan to executive officers of the Company to the extent permitted under applicable law. The Compensation Committee or its delegate will have authority to make rules and adopt policies governing the administration of the Purchase Plan, including the adoption of any rules, procedures, or sub-plans to permit participation by eligible non-U.S. employees. All costs and expenses incurred in administering the

  260. Pay Ratio

    | 68 | | 2022 Proxy Statement |

  261. Pay Ratio

    Purchase Plan will be paid by Boeing. All funds received or held by Boeing under the Purchase Plan may be used for any corporate purpose until applied to the purchase of shares or refunded to the participants; funds will not be segregated from Boeing’s general assets. Offering Periods. If our shareholders approve the Purchase Plan, shares of our common stock will be offered under the Purchase Plan through a series of offering periods. The maximum offering period under the 423 component is 27 months, and the maximum offering period under the non-423 component is five years. Shares will be deemed purchased on the last business day of the offering period. The Compensation Committee has the discretionary authority to change the frequency and duration of offering periods and to establish interim purchase periods within an offering period. We currently anticipate that the first offering period will commence no earlier than January 1, 2023. Purchase Price. The purchase price per share acquired on the applicable purchase date will be designated by the Compensation Committee, but will in no event be less than 85% of the lower of (i) the fair market value of a Boeing share on the first business day of the offering period and (ii) the fair market value of a Boeing share on the last business day of an offering or purchase period. Election to Participate. To participate in the Purchase Plan, an eligible employee must file an enrollment and payroll deduction authorization form (which may be in electronic form or other form as specified by the Compensation Committee) within the timeframes specified by the Compensation Committee. The form will authorize Boeing or a subsidiary or affiliate to make payroll deductions from 1% up to 15% from the participant’s eligible compensation, as defined in the Purchase Plan, for as long as the employee participates in the Purchase Plan. The Compensation Committee may adopt alternative procedures for eligible employees in a jurisdiction where such payroll deductions would be prohibited by law or administratively unfeasible. Participant contributions will be credited to the participant’s account under the Purchase Plan. Participation and Withdrawal from the Purchase Plan. A participant may reduce or stop his or her contributions to the Purchase Plan at any time, and all amounts credited to a participant’s account may be refunded to the participant or used to purchase stock, in accordance with procedures and requirements established by the Company. Termination of Employment of Change in Participating Company Status. In the event a participant’s employment terminates for any reason during an offering period, or the entity that employs a participant ceases to be an eligible subsidiary or affiliate, any contributions made during that offering period will be returned to the participant. Adjustments Upon Changes in Capitalization. In the event of any change in the structure of Boeing’s common stock, such as a reorganization, recapitalization, stock split, stock dividend, combination of shares, merger, consolidation, offerings of rights or other similar event, the Compensation Committee will make an appropriate adjustment in the number, kind and price of shares available for purchase under the Purchase Plan, and in the number of shares an employee is entitled to purchase during an offering period including, without limitation, closing an offering early and permitting purchase on the last business day of the reduced offering period, or terminating an offering and refunding account balances. Amendment or Termination of the Purchase Plan. Assuming the Purchase Plan is approved by our shareholders, and subject to the terms of the Purchase Plan, the Board or the Compensation Committee reserves the right to amend or terminate the Purchase Plan or any sub-plan thereunder at any time without notice. The Board or the Compensation Committee may not amend the Purchase Plan, without shareholder approval, to increase the number of shares issuable under the Purchase Plan or as otherwise required by applicable law or stock exchange rules. The Purchase Plan will terminate automatically on the date on which all shares available for issuance thereunder have been purchased. Sub-plans. The Compensation Committee may adopt such rules, procedures, and/or sub-plans as are necessary to permit the participation in the Purchase Plan by eligible non-U.S. employees, the terms of which may take precedence over other provisions of the Purchase Plan other than the number of shares reserved for issuance under the Purchase Plan. Unless superseded by the terms of a sub-plan, the provisions of the Purchase Plan shall govern the operation of a sub-plan. Transferability. Participants are not permitted to sell, assign, transfer, pledge, or otherwise dispose of or encumber either the payroll deductions credited to the participant’s Purchase Plan account during an offering period, or any rights granted under the Purchase Plan. Only the participant can make decisions regarding participation in or withdrawal from an offering period under the Purchase Plan. New Plan Benefits for Executive Officers, Directors, and Employees. The benefits to be received by our executive officers, employee directors and employees as a result of the proposed approval of the Purchase Plan are not determinable, since the amounts of future purchases by participants are based on elective participant contributions. Executive officers and employee directors may benefit from participating in the Purchase Plan, but will not receive any benefits that are not otherwise available to all other participants under the Purchase Plan. Nonemployee directors are not eligible to participate in the Purchase Plan.

  262. Pay Ratio

    | | 2022 Proxy Statement | 69 |

  263. Pay Ratio

    U.S. Federal Income Tax Consequences. The following is a summary of the principal U.S. federal income taxation consequences to Boeing and participants subject to U.S. federal income tax with respect to participation in the 423 component of the Purchase Plan. This summary is not intended to be exhaustive and does not discuss the potential impact of other taxation consequences. The 423 component of the Purchase Plan is intended to be an “employee stock purchase plan” as defined in Section 423 of the Code. Shares under the Purchase Plan are purchased using after-tax employee contributions. A participant in the 423 component will pay no federal income tax upon enrolling in the 423 component or upon purchase of the shares. A participant may recognize income and/or gain or loss upon the sale or other disposition of shares purchased under the 423 component, the amount and character of which will depend on how long a participant has held the shares prior to disposition. If the participant sells or otherwise disposes of the shares (including by gift) before the later to occur of (2) two years after the beginning of the offering period or (b) one year after the stock is purchased (a “disqualifying disposition”), the participant will recognize ordinary income in the year of such disposition in an amount equal to the excess of the market price of the shares on the date of purchase over the purchase price, even if no gain is realized on the sale or other disposition. The amount of ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares will be a capital gain or loss, depending on the holding period. Boeing is generally entitled to a tax deduction in the year of a disqualifying disposition equal to the amount of ordinary income recognized by the participant as a result of the disposition. If the participant sells or otherwise disposes of the shares after holding the shares for the requisite holding periods, the participant will recognize ordinary income in the year of disposition in an amount equal to the lesser of (i) the excess of the fair market value of the shares on the first day of the offering period over the purchase price or (ii) the excess of the fair market value of the shares on the date of disposition over the purchase price. Any further gain upon disposition generally will be taxed at long-term capital gain rates. If the shares are sold and the sales price is less than the purchase price, there is no ordinary income, and the participant has a long-term capital loss equal to the difference. Boeing will not be entitled to any tax deduction with respect to shares purchased under the 423 component if the shares are held for the requisite two-year and one-year periods.

  264. Pay Ratio

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THIS PROPOSAL. |

  265. Pay Ratio

    | 70 | | 2022 Proxy Statement |

  266. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth, as of February 28, 2022, beneficial ownership of Boeing stock of each director, director nominee and NEO, and all directors and executive officers as a group. The table also sets forth stock units held by such persons pursuant to our compensation and benefit plans. Each director, director nominee and NEO, and all directors and executive officers as a group, owned less than 1% of the outstanding Boeing stock as of February 28, 2022.

  267. Directors and Executive Officers

    | Directors and Nominees | Shares Beneficially Owned | Stock Units(1) | Total | | Robert A. Bradway | 0 | 7,723 | 7,723 | | Lynne M. Doughtie | 0 | 1,039 | 1,039 | | Lynn J. Good | 483 | 8,821 | 9,304 | | Stayce D. Harris | 0 | 987 | 987 | | Akhil Johri | 150 | 3,106 | 3,256 | | David L. Joyce | 16 | 763 | 779 | | Lawrence W. Kellner | 7,500 | 14,299 | 21,799 | | Steven M. Mollenkopf | 1,632 | 3,002 | 4,634 | | John M. Richardson | 0 | 2,307 | 2,307 | | Ronald A. Williams | 4,200(2) | 22,057 | 26,257 | | Named Executive Officers | Shares Beneficially Owned(3) | Stock Units(4) | Total | | David L. Calhoun* | 15,180 | 116,938 | 132,118 | | Leanne G. Caret | 48,412 | 29,606 | 78,018 | | Theodore Colbert III | 37,524 | 19,526 | 57,050 | | Stanley A. Deal | 34,748 | 40,028 | 74,776 | | David A. Dohnalek | 16,074 | 22,389 | 38,463 | | Gregory D. Smith | 88,127(5) | 5,853 | 93,980 | | Brian J. West | 1,502 | 27,452 | 28,954 | | All directors and executive officers as a group (23 people) | 213,018 | 438,981(6) | 651,999 |

  268. Directors and Executive Officers

    | * Also serves as a director. |

  269. Directors and Executive Officers

    | (1) Consists of stock units credited to the account of the nonemployee director under our Deferred Compensation Plan for Directors. See “Compensation of Directors” beginning on page 23. |

  270. Directors and Executive Officers

    | (2) Consists of shares held in trust for members of Mr. Williams’ family. |

  271. Directors and Executive Officers

    | (3) Includes shares held in The Boeing Company 401(k) Plan, as well as shares issuable upon the exercise of stock options that are vested as of, or will vest within 60 days of February 28, 2022 as set forth in the table below. |

  272. Directors and Executive Officers

    | | Number of Shares | | Theodore Colbert III | 1,113 | | Stanley A. Deal | 1,670 | | David A. Dohnalek | 4,613 | | Gregory D. Smith | 19,402 | | Brian J. West | 314 | | All directors and executive officers as a group (23 people) | 4,256 |

  273. Directors and Executive Officers

    | (4) Consists of RSUs, Career Shares, MDSUs and deferred stock units, if any, held by the NEO. |

  274. Directors and Executive Officers

    | (5) Includes 62 shares held by Mr. Smith’s spouse. |

  275. Directors and Executive Officers

    | (6) Consists of RSUs, Career Shares, MDSUs, retainer stock units and deferred stock units held by all directors and executive officers as a group. |

  276. Directors and Executive Officers

    | | 2022 Proxy Statement | 73 |

  277. Directors and Executive Officers

    STOCK OWNERSHIP INFORMATION

  278. Election of Directors (Item 1)

    Election of Directors (Item 1) To be elected in an uncontested election, a director nominee must receive more “FOR” votes than “AGAINST” votes. Because we did not receive proper advance notice in accordance with our By-Laws of any shareholder nominees for director, this election of directors is an uncontested election. Abstentions and “broker non-votes” will have no effect on the election of directors.

  279. What if a director nominee does not receive the required vote?

    What if a director nominee does not receive the required vote? Boeing is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, that director remains in office until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. To address this potential outcome, all director nominees have executed irrevocable resignations that would be effective upon (1) such nominee’s failure to receive the required vote at the annual meeting and (2) the Board’s acceptance of such resignation. As set forth in our director resignation policy, which is described in our Corporate Governance Principles, the Board will act upon, and publicly disclose its decision with respect to, any tendered resignation within 90 days from the date of the certification of the election results.