DEF 14A of Boeing Co, Mar 3, 2023

DEF 14A of Boeing Co

Filed Mar 3, 2023 · FY20220001193125-23-059893

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 consistently poised to defend our core values as well as advance our evolving business needs and strategic priorities.

  2. Director Nominees

    | Name | Age | Director Since | Professional Background | Board Committees | | Robert A. Bradway | 60 | 2016 | Chairman & CEO, Amgen | Finance, Governance & Public Policy | | David L. Calhoun | 65 | 2009 | President & CEO, Boeing | — | | Lynne M. Doughtie | 60 | 2021 | Former U.S. Chairman & CEO, KPMG | Audit, Finance | | David L. Gitlin | 53 | 2022 | Chairman & CEO, Carrier Global | Aerospace Safety, Finance | | Lynn J. Good | 63 | 2015 | Chairman, President & CEO, Duke Energy | Audit, Compensation | | Stayce D. Harris | 63 | 2021 | Former United Airlines Pilot; Former Inspector General, U.S. Air Force | Aerospace Safety, Audit, Special Programs | | Akhil Johri | 61 | 2020 | Former EVP & CFO, United Technologies | Audit, Finance | | David L. Joyce | 66 | 2021 | Former President & CEO, GE Aviation; Former Vice Chair, General Electric | Aerospace Safety, Compensation, Special Programs | | Lawrence W. Kellner* | 64 | 2011 | Former Chairman & CEO, Continental Airlines | Aerospace Safety, Governance & Public Policy | | Steven M. Mollenkopf | 54 | 2020 | Former CEO, Qualcomm | Compensation, Governance & Public Policy, Special Programs | | John M. Richardson | 62 | 2019 | 31(st) Chief of Naval Operations; Former Director of Naval Nuclear Propulsion Program, U.S. Navy | Aerospace Safety, Finance, Special Programs | | Sabrina Soussan | 53 | — | Chairman and CEO, Suez SA | Audit, Finance# | | Ronald A. Williams | 73 | 2010 | Former Chairman, President & CEO, Aetna | Compensation, Governance & Public Policy |

  3. Director Nominees

    | Independent Chair of the Board* |

  4. Director Nominees

    | # | Subject to, and effective upon, her election at the annual meeting |

  5. Director Nominees

    | | 2023 Proxy Statement | 1 |

  6. Executive Compensation

    | • | No performance award or performance-based restricted stock unit payouts for the 2020-2022 performance period |

  7. Executive Compensation

    | • | Continued focus on safety as a component in determining annual incentive payouts for executive officers, including formal consultation between the Aerospace Safety and Compensation Committees on identifying appropriate safety-related metrics for incentive program design and evaluating individual executive performance with respect to safety |

  8. Executive Compensation

    | • | Annual incentive pay program featuring multiple performance metrics at each of the Company, business unit and individual levels targeted to driving strong financial performance as well as concrete improvements in product safety, employee safety, quality, climate, and equity, diversity and inclusion |

  9. Executive Compensation

    | • | Long-term incentives for senior executives that facilitate long-term stock ownership and alignment between interests of management and shareholders |

  10. Executive Compensation

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

  11. Executive Compensation

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

  12. Executive Compensation

    | • | No change in control arrangements or (except where required by non-U.S. law) employment agreements |

  13. Skills and Experience of Director Nominees

    Skills and Experience of Director Nominees

  14. Skills and Experience of Director Nominees

    | Skills and Experience | BRADWAY | CALHOUN | DOUGHTIE | GITLIN | GOOD | HARRIS | JOHRI | JOYCE | KELLNER | MOLLENKOPF | RICHARDSON | SOUSSAN | 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 sharpened oversight of 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 drives our ability to support our core value of safety in all that we do | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | ✓ | ✓ |

  15. Skills and Experience of Director Nominees

    | 6 | | 2023 Proxy Statement |

  16. Skills and Experience of Director Nominees

    | Skills and Experience | BRADWAY | CALHOUN | DOUGHTIE | GITLIN | GOOD | HARRIS | JOHRI | JOYCE | KELLNER | MOLLENKOPF | RICHARDSON | SOUSSAN | WILLIAMS | | Climate Change Experience in climate change risk management strategies and other climate-related issues enables enhanced Board oversight of environmental policies, strategies and priorities for a sustainable aerospace future | ✓ | ✓ | | ✓ | ✓ | | | | ✓ | | | ✓ | | | 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 enhances oversight of global defense strategy and relations with key customers | | | | | | ✓ | | | | | ✓ | | | | Former Fortune 500 CFO Demonstrated experience with large-scale financial decision-making enables enhanced Board deliberations regarding capital allocation, long-term strategy, and regulatory compliance | ✓ | | | | ✓ | | ✓ | | ✓ | | | | |

  17. Skills and Experience of Director Nominees

    Data reflect 2023 director nominees

  18. Skills and Experience of Director Nominees

    | | 2023 Proxy Statement | 7 |

  19. Director Nominees

    Director Nominees

  20. Director Nominees

    | Robert A. Bradway |

  21. Director Nominees

    | Chairman and CEO, Amgen Inc. Boeing director since: 2016 Committees: Finance (Chair); Governance & Public Policy Independent: Yes Age: 60 Other current public directorships: • Amgen Inc. | 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. At Amgen, Mr. Bradway has also overseen a number of sustainability initiatives, such as Amgen’s 2027 Environmental Sustainability Plan to reduce Amgen’s environmental footprint as well as coordinating its overall environment, social and governance strategy. 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) |

  22. Director Nominees

    | David L. Calhoun |

  23. 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. Furthermore, Mr. Calhoun served as chair of Caterpillar’s Public Policy and Governance Committee, which oversees the company’s environmental, health and safety activities, including with respect to climate and sustainability. 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) |

  24. Director Nominees

    | 8 | | 2023 Proxy Statement |

  25. Director Nominees

    | Lynne M. Doughtie |

  26. Director Nominees

    | Former U.S. Chairman and CEO, KPMG Boeing director since: 2021 Committees: Audit; Finance Independent: Yes Age: 60 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) |

  27. Director Nominees

    | David L. Gitlin |

  28. Director Nominees

    | Chairman and CEO, Carrier Global Corporation Boeing director since: 2022 Committees: Aerospace Safety; Finance Independent: Yes Age: 53 Other current public directorships: • Carrier Global Corporation | Skills and Qualifications Mr. Gitlin, the most recent addition to the Board, has extensive senior-level experience in the aerospace industry as well as in manufacturing, safety and sustainable innovation. As Chairman and CEO of Carrier, Mr. Gitlin oversees a world leader in heating, air conditioning and refrigeration solutions, which is committed to cost-effective climate mitigation strategies in both its products and operations. Prior to joining Carrier, Mr. Gitlin was President and COO of Collins Aerospace and President of UTC Aerospace Systems. In these roles, as well as in prior leadership roles at Hamilton Sundstrand, Mr. Gitlin developed extensive expertise in aerospace safety (including the development and manufacture of aircraft engines and power systems), manufacturing and operational excellence. As a result, he brings to our Board unique perspectives on aerospace safety, aerospace supplier management and manufacturing in a highly regulated environment. In recognition of Mr. Gitlin’s record of achievement in these disciplines, the Board has appointed him to the Aerospace Safety Committee. Professional highlights: • Chairman and CEO, Carrier Global Corporation (2021-present) • President and CEO, Carrier Global Corporation (2020-2021) • President and CEO of Carrier, United Technologies Corporation (2019-2020) • President and COO of Collins Aerospace Systems, United Technologies Corporation (2018-2019) • President of UTC Aerospace Systems, United Technologies Corporation (2015-2018) |

  29. Director Nominees

    | | 2023 Proxy Statement | 9 |

  30. Director Nominees

    | Lynn J. Good |

  31. Director Nominees

    | Chairman, President and CEO, Duke Energy Corporation Boeing director since: 2015 Committees: Compensation (Chair); Audit Independent: Yes Age: 63 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, sustainability and governance matters, including the challenges associated with safety performance, large-scale capital projects, transformative technologies and crisis management. Ms. Good leads the integration of Duke Energy’s climate strategy into the company’s business strategy, through investing in carbon-free technology, modernizing its gas and electric infrastructure and expanding and integrating efficiency and demand management systems. 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) |

  32. Director Nominees

    | Stayce D. Harris |

  33. 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: 63 Other current public directorships: • BlackRock Fixed-Income Funds 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 in the Boeing 747, 757, 767 and 777 aircraft 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, she 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. General Harris was the first African American woman to command an Air Force operational flying squadron, wing and numbered Air Force. Her 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’ prior experiences also bring to the Board an extensive background and expertise in 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. She also has a certificate in cybersecurity oversight from Carnegie Mellon 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 18(th) Air Force (2012-2014) • Senior Strategist/Air Force Reserve Advisor to Commander, U.S. Africa Command on Reserve Matters (2010-2012) |

  34. Director Nominees

    | 10 | | 2023 Proxy Statement |

  35. Director Nominees

    | Akhil Johri |

  36. Director Nominees

    | Former Executive Vice President and CFO, United Technologies Corporation Boeing director since: 2020 Committees: Audit (Chair); Finance Independent: Yes Age: 61 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) |

  37. Director Nominees

    | David L. Joyce |

  38. 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: 66 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. Mr. Joyce has 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 GE career as a product engineer, spending more than a decade designing and building engines for both military and commercial customers. Mr. Joyce is recognized for his proficiency in product development, product management and product support founded on an industry-leading safety management system and ever more efficient products. 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: • Senior Advisor, AE Industrial Partners, LP (2023) • Chairman, AE Industrial Partners HorizonX (2023) • Non-Executive Chair, GE Aviation (2020) • President and CEO, GE Aviation (2008-2020) • Vice Chair, General Electric Company (2016-2020) |

  39. Director Nominees

    | | 2023 Proxy Statement | 11 |

  40. Director Nominees

    | Lawrence W. Kellner Chair of the Board |

  41. 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: 64 Other current public directorships: • ExxonMobil Recent prior directorships: • Marriott International, Inc. • 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 including with respect to products that improve fuel efficiency and reduce emissions, operational management, and sustainable aviation fuels 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 successfully navigating 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 past service as lead director of Marriott, 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) |

  42. Director Nominees

    | Steven M. Mollenkopf |

  43. Director Nominees

    | Former CEO, Qualcomm Incorporated Boeing director since: 2020 Committees: Compensation; Governance & Public Policy; Special Programs Independent: Yes Age: 54 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, Consello Group (2022-present) • Special Advisor, Qualcomm Incorporated (2021-2022) • CEO, Qualcomm Incorporated (2014-2021) • CEO-elect and President, Qualcomm Incorporated (2013-2014) • President and COO, Qualcomm Incorporated (2011-2013) |

  44. Director Nominees

    | 12 | | 2023 Proxy Statement |

  45. Director Nominees

    | John M. Richardson |

  46. Director Nominees

    | 31(st) 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: 62 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 compliance, 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 of a diverse team 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. At Constellation Energy Corporation, Admiral Richardson is a member of the Risk Committee as well as the Nuclear Oversight Committee, where he has oversight over a number of sustainability issues related to the company’s nuclear facilities and operations. 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: • 31(st) Chief of Naval Operations, U.S. Navy (2015-2019) • Director of the Naval Nuclear Propulsion Program, U.S. Navy (2012-2015) |

  47. Director Nominees

    | Sabrina Soussan |

  48. Director Nominees

    | Chairman and CEO, Suez SA Boeing director since: N/A Committees: Audit; Finance* Independent: Yes Age: 53 Other current public directorships: • ITT Inc. Recent prior directorships: • Schaeffler AG * Subject to, and effective upon, her election at the annual meeting | Skills and Qualifications Ms. Soussan would bring to the Board unique perspectives from her multiple CEO roles following a career of over 20 years at Siemens AG. With extensive international leadership experience, she would also bring a fresh non-U.S. perspective to our Board. In her current role, Ms. Soussan serves as Chairman and CEO of Suez SA, a French-based utility company specializing in water and waste management, where climate change is a key focus area. In addition to her role at Suez SA, Ms. Soussan has extensive experience as an engineer and a senior leader in heavy manufacturing, transportation, automotive industry, building technologies and security access control systems, cybersecurity, digitalization, environmental sustainability, product safety and human capital management. During her lengthy career at Siemens AG, she also held multiple leadership positions as Division CEO, Business Unit CEO and as an engineer in areas such as transportation, automation, and energy management. Ms. Soussan earned a master’s degree in mechanical and aeronautical engineering from the École Nationale Supérieure de Mécanique et d’Aérotechnique and an MBA from I.A.E. Poitiers and University of Dublin, Ireland. Professional highlights: • Chairman and CEO, SUEZ SA (2022-present) • CEO, Dormakaba Holding AG (2021) • co-CEO, Siemens Mobility, Siemens AG (2017-2020) • Business Unit CEO, High Speed, Commuter Trains, Locomotives, Metro and Light Rail, Mobility Division, Siemens AG (2015-2017) • Vice President and Head of Commuter and Regional Trains, Mobility Division, Siemens AG (2013-2015) • Vice President, Head of Business Segment, Sustainability and Energy Management, Building Automation Business Unit, Siemens Building Technologies (2011-2013) • Head of Marketing and Global Account Management, Building Automation Business Unit, Siemens Building Technologies (2009-2011) |

  49. Director Nominees

    | | 2023 Proxy Statement | 13 |

  50. Director Nominees

    | Ronald A. Williams |

  51. Director Nominees

    | Former Chairman, President and CEO, Aetna Inc. Boeing director since: 2010 Committees: Governance & Public Policy (Chair); Compensation Independent: Yes Age: 73 Other current public directorships: • agilon health, inc. • Warby Parker Inc. Recent prior directorships: • American Express Company • Johnson & Johnson | 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. As co-founder and director and chairman of the agilon health board, Mr. Williams is responsible for overseeing the company’s overall ESG strategy and the company released its inaugural ESG report in August 2022, outlining its enterprise-wide ESG actions, programs and investments. 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) |

  52. Director Nominees

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

  53. Director Nominees

    | 14 | | 2023 Proxy Statement |

  54. 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 relevant regulatory and listing requirements. 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 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, when appropriate, proposes modifications to the Board. 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.

  55. Finance Committee

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

  56. Governance & Public Policy Committee

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

  57. 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 |

  58. Compensation of Directors

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

  59. Compensation of Directors

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

  60. Compensation of Directors

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

  61. Compensation of Directors

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

  62. 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 19 companies used as the primary peer group for our executive officer compensation for 2022. See “Compensation Peer Group and Market Data” on page 40 for more information. Pay Governance LLC, or Pay Governance, served during 2022 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.

  63. 2022 Director Compensation Table

    2022 Director Compensation Table The following table sets forth 2022 compensation for each nonemployee director.

  64. 2022 Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert A. Bradway(4) | 155,000 | 200,000 | 31,000 | 386,000 | | Lynne M. Doughtie | 135,000 | 200,000 | 31,000 | 366,000 | | David L. Gitlin(5) | 71,209 | 105,495 | 30,500 | 207,204 | | Lynn J. Good(6) | 155,000 | 200,000 | 31,000 | 386,000 | | Stayce D. Harris | 135,000 | 200,000 | 31,000 | 366,000 | | Akhil Johri(7) | 160,000 | 200,000 | 30,000 | 390,000 | | David L. Joyce(8) | 185,000 | 200,000 | 31,000 | 416,000 | | Lawrence W. Kellner(9) | 385,000 | 200,000 | 31,000 | 616,000 | | Steven M. Mollenkopf | 135,000 | 200,000 | 17,500 | 352,500 | | John M. Richardson(10) | 150,000 | 200,000 | 17,708 | 367,708 | | Ronald A. Williams(11) | 155,000 | 200,000 | 31,000 | 386,000 |

  65. 2022 Director Compensation Table

    | Reflects total cash compensation paid in 2022 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.(1) |

  66. 2022 Director Compensation Table

    | 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 2022. 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, 2022 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.(2) |

  67. 2022 Director Compensation Table

    | Director | Accumulated Deferred Stock Units | | Robert A. Bradway | 9,545 | | Lynne M. Doughtie | 2,066 | | David L. Gitlin | 1,319 | | Lynn J. Good | 10,643 | | Stayce D. Harris | 2,706 |

  68. 2022 Director Compensation Table

    | | 2023 Proxy Statement | 23 |

  69. 2022 Director Compensation Table

    | Director | Accumulated Deferred Stock Units | | Akhil Johri | 4,953 | | David L. Joyce | 2,739 | | Lawrence W. Kellner | 17,300 | | Steven M. Mollenkopf | 4,721 | | John M. Richardson | 3,334 | | Ronald A. Williams | 23,879 |

  70. 2022 Director Compensation Table

    | Consists of gift matching of charitable contributions under the Board Member Leadership Gift Match Program (directors derive no financial benefit from these charitable contributions).(3) |

  71. 2022 Director Compensation Table

    | Mr. Bradway served as Finance Committee Chair for all of 2022.(4) |

  72. 2022 Director Compensation Table

    | Mr. Gitlin was elected to the Board effective June 21, 2022.(5) |

  73. 2022 Director Compensation Table

    | Ms. Good served as Compensation Committee Chair for all of 2022.(6) |

  74. 2022 Director Compensation Table

    | Mr. Johri served as Audit Committee Chair for all of 2022.(7) |

  75. 2022 Director Compensation Table

    | Mr. Joyce served as Aerospace Safety Committee Chair for all of 2022.(8) |

  76. 2022 Director Compensation Table

    | Mr. Kellner served as Chair of the Board for all of 2022.(9) |

  77. 2022 Director Compensation Table

    | Admiral Richardson served as Special Programs Committee Chair for all of 2022.(10) |

  78. 2022 Director Compensation Table

    | Mr. Williams served as GPP Committee Chair for all of 2022.(11) |

  79. Compensation Consultant

    Compensation Consultant The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant during 2022. The GPP Committee also engaged Pay Governance during 2022 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. 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 advising the Compensation and GPP Committees. For more information, see “How Executive Compensation is Determined” on page 39.

  80. Overview of 2022 Compensation Decisions and Outcomes

    Overview of 2022 Compensation Decisions and Outcomes 2022 Target Total Direct Compensation. The Compensation Committee (and, with respect to salary for our executive officers and all components of pay for our CEO, the Board) makes annual pay decisions for our executive officers within a target total direct compensation framework. This framework includes three principal elements of executive compensation: base salary, annual incentives and long-term incentives. Each element, as well as the total, is generally benchmarked by role using median pay for comparable roles at our peer companies as a starting point; however, elements can and typically do vary from that median based on factors such as job requirements, business needs, unique market situations and the executive officer’s experience, qualifications and performance.

  81. Overview of 2022 Compensation Decisions and Outcomes

    | | FIXED | VARIABLE (AT-RISK) | | | | Name | Base Salary ($) | Annual Incentive Target ($) | Long-Term Incentive Target ($) | Target Total Direct Compensation ($) | | David L. Calhoun | 1,400,000 | 2,800,000 | 17,000,000 | 21,200,000 | | Brian J. West | 1,000,000 | 1,100,000 | 6,000,000 | 8,100,000 | | Leanne G. Caret | 1,000,000 | 1,100,000 | 4,750,000 | 6,850,000 | | Theodore Colbert III | 1,000,000 | 1,000,000 | 4,000,000 | 6,000,000 | | Stanley A. Deal | 1,100,000 | 1,500,000 | 5,600,000 | 8,200,000 | | Brett C. Gerry | 900,000 | 900,000 | 4,000,000 | 5,800,000 |

  82. Overview of 2022 Compensation Decisions and Outcomes

    | • | Cash-denominated performance awards, which constituted 50% of the total long-term incentive award opportunity granted in 2020, and were designed to pay out based on the Company’s performance against pre-set goals for free cash flow, revenue and core earnings per share over a three-year performance period; |

  83. Overview of 2022 Compensation Decisions and Outcomes

    | • | Performance-based RSUs, or PBRSUs, which constituted 25% of the total long-term incentive award opportunity granted in 2020, and were designed to pay out based on the Company’s relative total shareholder return as compared against our peers plus Airbus over a three-year performance period; and |

  84. Overview of 2022 Compensation Decisions and Outcomes

    | • | RSUs, which constituted the remaining 25% of the total long-term incentive award opportunity granted in 2020 and vested over a three-year service period. |

  85. Role of Board, Management and Consultants

    | Compensation Committee | | Independent Compensation | | Aerospace Safety Committee | | | • Sets incentive program targets and approves payouts • Evaluates performance of CEO and other executive officers in consultation with Aerospace Safety and GPP Committees and independent directors • Determines appropriate safety-related metrics for incentive programs in consultation with Aerospace Safety Committee • Reviews and recommends 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 pay proposals • Meets with Compensation Committee in executive session • Conducts annual independent evaluation of our incentive programs to assess risk • Provides ad hoc consultation | | • Provides input to Compensation Committees and independent directors on performance of executive officers impacting product safety • Consults with Compensation Committee on incentive plan metrics relating to product safety | | | | | | | Governance & Public Policy Committee | | | | | | | • Evaluates CEO performance with Aerospace Safety and Compensation Committees and independent directors | | | | | | | Independent Directors • Evaluate performance of CEO and other executive officers • Review and approve CEO compensation and executive officer base salaries | | | Management • CEO and EVP, HR recommend compensation program design | | | | | | | • CEO, assisted by EVP, HR, recommends 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 | | | | | |

  86. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant during 2022. The GPP Committee also engaged Pay Governance during 2022 to serve as its independent compensation consultant relating to nonemployee director compensation, as described on page 22. 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. 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 Pay Governance from independently advising 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 Committees should consider in connection with the assessment or that were otherwise relevant to the Committees’ engagement of Pay Governance.

  87. Compensation Peer Group and Market Data

    Compensation Peer Group and Market Data When setting compensation for our executive officers, we compare position-specific duties and responsibilities with market data and our internal management structure to determine a range of pay, inclusive of salary, target annual and long-term incentive award opportunities, executive benefits and perquisites. To set an initial guideline, salary ranges and incentive opportunities by role or role grouping are benchmarked annually against our primary compensation peer group to ensure they are competitive. Individual target pay is generally benchmarked by role against median pay for comparable roles in our peer companies as a starting point, but can and does vary based on several factors including job requirements, business needs, unique market situations and the executive officer’s experience, qualifications and performance. The Compensation Committee retains the flexibility to set salary ranges and incentive opportunities above or below the median for our primary compensation peer group. Our primary compensation peer group is comprised 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 compensation consultant, Pay Governance, reviews the composition of this peer group and determines whether any changes should be made. In 2022, Boeing’s primary peer group consisted of the 19 companies listed below, which is the same peer group used for 2021 as well as 2023.

  88. Compensation Peer Group and Market Data

    | 2022 Primary Peer Group | | | | 3M | AT&T | Caterpillar | | Chevron | Cisco Systems | ExxonMobil | | Ford | General Dynamics | Honeywell | | IBM | Intel | Johnson & Johnson | | Lockheed Martin | Microsoft | Northrop Grumman | | Procter & Gamble | Raytheon Technologies | United Parcel Service | | | Verizon Communications | |

  89. Compensation Peer Group and Market Data

    The median revenue of our primary peer group for the year ended December 31, 2022 was approximately $67 billion as compared to our revenue of $67 billion. As of December 31, 2022, the median market capitalization of our peer group was approximately $144 billion as compared to our market capitalization of $114 billion. This peer group, plus Airbus, is also used to measure our relative TSR performance for purposes of our PBRSUs granted in 2020 (beginning in 2021, we ceased granting TSR-linked PBRSUs under our long-term incentive program). For additional information on the PBRSUs, see page 46. Airbus is not included in our compensation benchmarking peer group due to the lack of publicly available and comparable compensation and benefit program information. For 2022, the Compensation Committee also collected and referenced 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 is comprised of Alphabet, Apple, Dell Technologies, Meta Platforms and Oracle Corporation. This data was used to help inform the market-competitiveness of our compensation offerings, particularly for roles with a technical, engineering and/or software design-focused component.

  90. Compensation Peer Group and Market Data

    | 40 | | 2023 Proxy Statement |

  91. 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. In 2022, the Compensation Committee began setting annual incentive award targets for 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 element of compensation and taking into account individual NEO performance. 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 operational metrics against targets established in connection with the Board’s long-range business plan. Actual performance that is higher or lower than target for any particular metric is assigned a percentage score based on a curve established by the Compensation Committee. 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 appropriately incentivize superior performance. The metrics and performance applicable to 2022 are described in more detail on page 42 under “2022 Company Performance Metrics and Results.” The CEO’s individual performance is evaluated by the Compensation Committee and reviewed with the other independent directors of the Board. The CEO presents the Compensation Committee with recommendations for 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 and GPP Committees, 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 of safety, quality, integrity and sustainability, as well as key leadership behaviors, which 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.

  92. Annual Incentive Plan

    | | 2023 Proxy Statement | 41 |

  93. Annual Incentive Plan

    The long-term incentive program is designed to drive sustainable growth and the creation of long-term shareholder value, as well as encourage retention of key talent over a sustained time period. During 2022, our long-term incentive awards consisted of premium-priced stock options and restricted stock units. Our 2022 long-term incentive awards newly incorporate a requirement that the executive must complete our Safety Management System training during the grant year as a condition of vesting in the award. In addition, our 2022 premium-priced stock options contain a relative total shareholder return metric, under which the exercise price will be reduced from 120% of the grant date share price to 110% if the Company’s total shareholder return over the three-year vesting period exceeds the median total shareholder return for our peer group of companies (plus Airbus). This structure is designed to drive both short- and long-term performance and to better align our incentives with the long-term cycle of our business. Our LTI awards require three years of continuous service in order to vest, except in cases of qualifying retirements, layoff, death or disability. Specifically, the awards provide for continued vesting upon retirement or layoff after attaining age 62 with at least one year of service, pro-rated monthly vesting upon retirement after attaining at least age 55 with ten years of service (based on the number of months employed during the vesting period), and full vesting upon termination due to death or long-term disability. Any other type of termination prior to vesting will result in forfeiture of the awards. Pursuant to a practice implemented in 2020, our CEO’s long-term incentive awards also contain additional provisions prohibiting distribution of vested RSUs and transfer of acquired shares from option exercises until he separates from the Company, in order 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. We intend that these special provisions for our CEO’s long-term incentive awards will be included in his future long-term incentive awards as well.

  94. 2022 Company Performance Metrics and Results

    2022 Company Performance Metrics and Results

  95. Annual Incentive Plan

    Annual Incentive Plan The Company performance metrics driving our annual incentive plan payouts are measured through a quantitative Company Performance Score. This score is determined based on our performance against pre-set financial performance goals (at the total Company and business unit levels) and operational performance goals as described in the formula shown below. As this score incorporates financial performance at the business unit level, the Company Performance Score that applies to each executive depends on the business unit or enterprise function to which the executive is aligned. As compared to our 2021 structure, our Company Performance Score formula for 2022 featured an increased focus on operational performance, which was expanded to include five goal areas and incorporated as a weighted component of the target score (as compared to 2021, when operational performance was an additive to the score).

  96. Annual Incentive Plan

    | 42 | | 2023 Proxy Statement |

  97. Annual Incentive Plan

    Financial performance metrics. For 2022, as in the prior year, our annual incentive plan continued to measure financial performance both at a total Company level and at a business unit level, each weighted at 50% of the financial performance score. For executives not assigned to a specific business unit, the average of the three business unit scores was applied. As was in the case in 2021, the metrics for the financial performance component of our 2022 annual incentive plan were selected to drive the business objectives described in the chart below. At the total Company level, the use of two metrics—free cash flow and core earnings per share—was intended to focus our executives on managing liquidity and overall financial health as we continued to reduce our 737 and 787 inventory aircraft while managing the lingering impacts of the COVID-19 pandemic on global air travel and commercial demand. The metrics used at the business unit level were similarly selected in order to drive each business unit’s focus on liquidity management and core operational performance. As was the case in prior years and 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 changes to market conditions that were not foreseeable at the outset of a performance period, (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 external events outside management’s control, such as tax or regulatory changes or geopolitical developments. For 2022 specifically, at the time that goals were set in February, the Compensation Committee identified and quantified a potential adjustment to free cash flow in the event that the Company would not be able to make planned aircraft deliveries to or maintain contractual obligations with Chinese commercial customers during the year due to reasons outside management’s control.

  98. Annual Incentive Plan

    | | 2023 Proxy Statement | 43 |

  99. Annual Incentive Plan

    Operational performance metrics. In 2022, the Compensation Committee continued to incorporate operational performance as part of our annual incentive program. These operational goals were focused on five areas: product safety, employee safety, quality, climate and ED&I. Of these goals, climate and ED&I—both critical to our long-range business plan—were newly added in 2022. Our broad-based, non-executive annual incentive programs shared this structure in 2022 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.

  100. 2022 Annual Incentive Plan Results

    2022 Annual Incentive Plan Results 2022 performance with respect to our annual financial metrics, and the resulting financial performance scores, are set forth below.

  101. 2022 Annual Incentive Plan Results

    | 44 | | 2023 Proxy Statement |

  102. 2022 Annual Incentive Plan Results

    As discussed on page 41, the Compensation Committee has discretion to adjust performance results following conclusion of the performance period, for incentive plan measurement purposes only, to better reflect Company and business unit core operating performance. Consistent with its authority and past practice, in January 2023, the Compensation Committee approved upward adjustments to free cash flow at the total Company and Commercial Airplanes levels (from $2.3B to $4.5B, and ($0.5B) to $1.7B, respectively). These adjustments reflected part, but not all, of the potential adjustment quantified in advance by the Compensation Committee in February 2022, and reflected the portion attributable to the curtailment of our ability to maintain contractual obligations with Chinese commercial airplane customers for the entirety of 2022. No other adjustments were made to the results described above. For the operational performance component of our 2022 annual incentive design, we achieved target performance against pre-set metrics in three of our five operational goals. The targets and outcomes in each area are set forth below. The Compensation Committee set operational performance goals that were designed to be achievable but nonetheless challenging in a year focused on stabilizing our operations following the impact of the COVID-19 pandemic on our employees, customers and supply chain. Our outcomes in employee safety were heavily impacted by significant workforce movement, supply chain constraints and increases in our production rate during 2022, which made it challenging to achieve an absolute reduction in employee injuries as compared to the prior year; however, we expect that our progress in encouraging and improving our employees’ reporting of near misses and hazards will continue to drive improvements in employee safety. For our quality goal, we targeted an aggressive reduction in our rework percentage as compared to 2021. While we did improve, we did not meet the target; contributing factors to this outcome included the relatively large percentage of our workforce that was new to the Company or their roles in 2022 and supply chain disruptions. For purposes of calculating the final Company Performance Scores, the financial and operational performance outcomes are weighted at 75% and 25%, respectively, and together resulted in the following Company Performance Scores for 2022.

  103. Long-Term Incentive Program

    Long-Term Incentive Program

  104. 2020-2022 Performance-Based Restricted Stock Units Results

    2020-2022 Performance-Based Restricted Stock Units Results PBRSUs constituted 25% of the target long-term incentive opportunity awarded in February 2020 to our NEOs (other than Mr. West, who joined the Company in 2021). For the 2020-2022 performance period, threshold performance was set at the 25th percentile for a 25% payout (performance below that percentile would result in a 0% payout), target performance was set at the 55th percentile for a 100% payout and maximum performance was set at or above the 95th percentile for a 200% payout. The payout for performance at levels between threshold and target, or target and maximum, would be determined using straight line interpolation. Our TSR performance for the 2020-2022 period placed us at the 20th percentile of our peer group plus Airbus, and resulted in a 0% payout for the third year in a row. The Compensation Committee made no changes to the metrics or targets established for the 2020-2022 PBRSUs.

  105. 2022 NEO Pay Decisions

    2022 NEO Pay Decisions The Compensation Committee (and the Board, where applicable) makes compensation decisions regarding our NEOs based on its assessment of the performance of the individual executive, the Company (both financial and operational) and the business unit or function to which the executive is aligned. In the following section, we describe the components of total direct pay for each of our NEOs during 2022, whether the Compensation Committee (or the Board, where applicable) made any changes to these components during 2022, and the primary considerations taken into account by the Compensation Committee and the Board in making those decisions. Base Salary. No adjustments were made in 2022 to Mr. Calhoun’s base salary of $1,400,000. Annual Incentive Plan Target and Payout. In February 2022, the Compensation Committee and the Board approved an annual incentive target of $2,800,000 for Mr. Calhoun with respect to the 2022 performance year (as compared to $2,520,000 for 2021), based on the Board’s recognition of Mr. Calhoun’s depth of experience, proven leadership capabilities and sustained strong performance, and to ensure that his pay continued to be market-competitive in light of those factors. In February 2023, the Compensation Committee and the Board approved an annual incentive payout of $3,418,800 for Mr. Calhoun, determined by multiplying his dollar-denominated target by the enterprise Company Performance Score, and multiplying the product by an individual performance score of 110%. This individual score reflected the Board’s assessment of Mr. Calhoun’s effective leadership of the Company during 2022, including the following accomplishments:

  106. 2022 NEO Pay Decisions

    Long-Term Incentive Program Target and Award. In February 2022, the Compensation Committee and the Board approved a long-term incentive award target of $17,000,000 for Mr. Calhoun for the 2022-2024 performance period (as compared to $16,000,000 for 2021), based on the same factors described above with respect to setting his 2022 annual incentive target. Mr. Calhoun’s long-term incentive award was granted 50% in the form of time-vested RSUs, and 50% in the form of premium-priced stock options, described in more detail under “Long-Term Incentive Program” on page 42. Mr. Calhoun’s long-term incentive awards contain additional provisions prohibiting distribution of vested RSUs and transfer of acquired shares until he separates from the Company, in order 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. CEO’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 included several specific performance goals, all of which were required to be substantially achieved by December 31, 2023. These goals were set in January 2020 before the widespread onset of COVID-19, which had sweeping impacts on Boeing’s operations and on demand for commercial aviation, and before changes to the regulatory environment, including the enactment and implementation of the Aircraft Certification Safety and Accountability Act, became fully apparent.

  107. 2022 NEO Pay Decisions

    Base Salary. No adjustments were made in 2022 to Mr. West’s base salary of $1,000,000. Annual Incentive Plan Target and Payout. Mr. West’s annual incentive target was set at $1,100,000 upon his hire in 2021 and remained unchanged for 2022. In February 2023, the Compensation Committee approved an annual incentive payout of $1,343,100 for Mr. West, determined by multiplying his dollar-denominated target by the enterprise

  108. 2022 NEO Pay Decisions

    | • | Led our first investor conference since 2018, releasing long-term financial guidance for the first time since 2019 and adding transparency and clarity in communications about our financial objectives. |

  109. 2022 NEO Pay Decisions

    view of Mr. Colbert’s experience and strong performance. In April 2022, in connection with Mr. Colbert’s election to the position of Executive Vice President and Chief Executive Officer, Defense, Space & Security, the Compensation Committee and the Board approved adjusting his base salary to $1,000,000 (as compared to his previous salary of $900,000). Annual Incentive Plan Target and Payout. In February 2022, the Compensation Committee approved an annual incentive target of $900,000 for Mr. Colbert with respect to the 2022 performance year (as compared to $787,500 for 2021), based on the Compensation Committee’s recognition of his significant contributions leading our services business. In April, upon his election to his new position, the Compensation Committee adjusted his annual incentive target for the year to $1,000,000. In February 2023, the Compensation Committee approved an annual incentive payout of $899,863 for Mr. Colbert, determined by multiplying his dollar-denominated target by a blend of the Company Performance Scores for our services and defense businesses (each weighted based on Mr. Colbert’s time spent leading each business unit during the year), and multiplying the product by an individual performance score of 100%. This individual performance score reflects the Committee’s assessment of Mr. Colbert’s leadership and contributions during 2022, including the following accomplishments:

  110. 2022 NEO Pay Decisions

    | • | Reset program management systems and objectives for development programs to establish a long-term path to program execution and delivery, in a manner exemplifying Seek, Speak & Listen behaviors driving accountability and transparency; |

  111. 2022 NEO Pay Decisions

    Long-Term Incentive Plan Target and Award. In February 2022, the Compensation Committee approved a long-term incentive award target of $4,000,000 for Mr. Gerry for the 2022-2024 performance period (as compared to $3,187,500 for 2021), primarily based on the Compensation Committee’s assessment of Mr. Gerry’s performance during the prior year and in order to ensure that his pay continued to be market-competitive in view of Mr. Gerry’s qualifications, depth of experience and strong leadership attributes.

  112. Annual Incentive Plan

    Annual Incentive Plan Our 2023 annual incentive plan will continue to be based on financial and operational performance at the Company and business unit levels, and individual performance:

  113. Annual Incentive Plan

    | • | Our financial performance will continue to be measured at the total Company and business unit levels, but with a heavier weighting towards the former (67% and 33% respectively, as compared to 50% and 50% in 2022). Target financial performance will correspond to a unweighted score of 100%, and the weighted payout range attributable to financial performance in 2023 will be 0 to 150%, as compared to 0 to 175% in 2022. |

  114. Annual Incentive Plan

    | • | For operational performance, target will correspond to an unweighted score of 100% and the weighted payout range attributable to operational performance in 2023 will be 0 to 50%, as compared to 0 to 25% in 2022. |

  115. Annual Incentive Plan

    | • | We continue to make progress in implementing our enterprise Safety Management System, or SMS. Following the FAA’s formal acceptance of Boeing’s SMS in 2020 with respect to our commercial airplanes business, our operational performance score in 2021 and 2022 featured a stand-alone product safety component that focused on |

  116. Annual Incentive Plan

    | 50 | | 2023 Proxy Statement |

  117. Annual Incentive Plan

    | the institutional maturation of our system, tracking progress in the development of design practices and model-based engineering solution kits and the establishment of technical boards and councils. As we enter the next phase of implementation, SMS must become fully embedded in our culture and operating processes. For 2023, the stand-alone product safety component that previously measured this institutional progress will be reflected in a stability goal that, along with our quality goal and each executive officer’s individual performance score which evaluates our required Seek, Speak & Listen behaviors, will help measure our progress in continuing to embed product safety into our culture and operating processes. |

  118. Annual Incentive Plan

    | • | In 2023, our named executive officers’ individual performance evaluations will include consideration of tailored safety metrics developed by the Compensation Committee with the participation of the Aerospace Safety Committee and our Chief Aerospace Safety Officer. This will heighten focus on each leader’s individual performance and contributions relating to oversight of product safety and safety-related considerations in the business units and functions they lead. All executives’ individual performance evaluations will also continue to include consideration of their commitment to safety and our other core values. In addition, all our executives will continue to be required to annually complete SMS training to qualify for any payout under the annual incentive plan. |

  119. Long-Term Incentive Program

    Long-Term Incentive Program In February 2023, the Compensation Committee adjusted the vehicles and weightings of our long-term incentive program. Instead of equally-weighted premium-priced options and restricted stock units, our executive officers will receive their long-term incentive awards 45% in the form of restricted stock units, and 55% in the form of performance restricted stock units. These performance restricted stock units will feature a payout range of 0 to 200% of the target number of units granted, based on cumulative free cash flow achievement over the period January 1, 2023 through December 31, 2025 as compared to goals set at the start of the performance period. Target performance will correspond to a payout level of 100%, and any payout will be contingent upon the executive completing SMS training. Consistent with the practice adopted in 2021, our CEO’s long-term incentive awards under this structure will provide that any vested and earned shares will be distributed in ten annual installments following his separation from the Company.

  120. Early 2023 Compensation Actions

    Early 2023 Compensation Actions In February 2023, the independent members of the Board unanimously approved a special award of 25,000 time-vested RSUs for Mr. Calhoun. This award matches in size the number of shares of the Company’s stock purchased by Mr. Calhoun on the open market on November 4, 2022, and will vest in two equal installments on each of the first and second anniversaries of the grant date, in each case, subject to his continued employment through that date. The award reflects the Board’s recognition of and continued confidence in Mr. Calhoun’s capable leadership during a critical transition period for the Company, and will strengthen our ability to retain Mr. Calhoun over the vesting period as he continues to lead the work to position the Company for the future as set forth in the Company’s investor conference on November 2, 2022. In the event Mr. Calhoun voluntarily leaves the Company for any reason (including retirement) prior to either vesting date, any unvested shares will be forfeited in their entirety. Any vested shares will not be distributed until the later of the fourth anniversary of the grant date or Mr. Calhoun’s separation from the Company.

  121. 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 provided under the plan are consistent with those provided by our peers and other companies with which 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 2022.

  122. Severance Benefits

    | 52 | | 2023 Proxy Statement |

  123. Granting Practices

    Granting Practices The Compensation Committee typically grants long-term incentive awards to executive officers each February. The Board meeting date is generally the effective grant date for the grants. The grant date fair market value of time-vested and performance 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 2022). Executive officers who join the Company after the February grant date are generally eligible for their first long-term incentive awards the following February.

  124. Accounting Implications

    Accounting Implications The Compensation Committee considers the accounting impact reflected in our financial statements when establishing the amount and forms of long-term and equity compensation. The forms of long-term compensation selected are intended to be cost-efficient. We account for stock options, RSUs and PRSUs 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 the number of shares subject to the option, as applicable, that vest. Our TSR-linked PBRSUs were accounted for under the same treatment as described above; none of these awards currently remain outstanding following conclusion of the 2020-2022 performance period. The estimated payout amount of performance awards, along with any changes in that estimate, was recognized over the performance period under “liability” accounting. Our ultimate expense equaled the value earned by/paid to the executives and, accordingly, was not determinable until the end of the three-year performance period. Following conclusion of the 2020-2022 performance period, no performance awards remain outstanding.

  125. Compensation and Risk

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

  126. 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 core values of safety, quality, integrity and sustainability; |

  127. 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 (including safety, quality, climate and equity, diversity and inclusion); |

  128. Compensation and Risk

    | ✓ | CEO-specific holding requirements applicable to his long-term incentive awards, providing that vested RSUs and PRSUs will not be distributed until his separation from the Company and thereafter in ten annual installments, and shares acquired pursuant to option exercises may not be sold or transferred until his separation from the Company; |

  129. Compensation and Risk

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

  130. Compensation and Risk

    | ✓ | Compensation Committee-approved limits on annual incentive awards; |

  131. Compensation and Risk

    | ✓ | Compensation Committee annual and ongoing review of our compensation plans and programs as advised by its independent compensation consultant; |

  132. Compensation and Risk

    | ✓ | Limited Compensation Committee discretion to adjust performance metrics to reflect certain extraordinary circumstances affecting core operating performance, such as significant external events outside management’s control; and |

  133. 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. As part of our ongoing process of evaluating our compensation program design for unintended or inappropriate levels of risk, the Compensation Committee engaged Pay Governance to conduct an independent assessment of the risk in our compensation design for 2022. Through this assessment, Pay Governance reviewed our annual and long-term incentive design and determined that our program design would not encourage inappropriate risk taking. The findings of this review were discussed with management and presented to the Compensation Committee in February 2022. Pay Governance conducted a similar review of our annual and long-term incentive program design for 2023, and presented its conclusion to the Compensation Committee in February 2023 that our plans do not encourage inappropriate risk taking.

  134. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation for each of our 2022 named executive officers.

  135. 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 | 2022 | 1,400,000 | — | 8,500,000 | 8,500,000 | 3,418,800 | — | 661,596 | 22,480,396 | | President and Chief Executive Officer | 2021 2020 | 1,400,000 269,231 | — — | 8,000,000 20,515,106 | 8,000,000 — | 3,381,840 — | — — | 311,765 289,715 | 21,093,605 21,074,052 | | Brian J. West | 2022 | 1,000,000 | — | 3,000,000 | 3,000,000 | 1,343,100 | — | 292,941 | 8,636,041 | | Executive Vice President and Chief Financial Officer | 2021 | 307,692 | 750,000 | 3,000,000 | 3,000,000 | 433,569 | — | 84,359 | 7,575,620 | | Leanne G. Caret | 2022 | 1,000,000 | — | 2,375,000 | 2,375,000 | 554,510 | — | 315,569 | 6,620,079 | | Former Executive Vice President, President and Chief Executive Officer, Defense, Space & Security | 2021 2020 | 1,000,000 1,000,000 | — — | 2,000,000 1,845,055 | 2,000,000 — | 1,098,900 898,700 | — 626,749 | 167,986 146,654 | 6,266,886 4,517,158 | | Theodore Colbert III | 2022 | 966,154 | — | 2,000,000 | 2,000,000 | 899,863 | — | 335,728 | 6,201,745 | | Executive Vice President, President and Chief Executive Officer, Defense, Space & Security | 2021 | 875,000 | — | 1,750,000 | 1,750,000 | 1,196,528 | — | 150,540 | 5,722,068 | | Stanley A. Deal | 2022 | 1,100,000 | — | 2,800,000 | 2,800,000 | 1,740,000 | — | 315,704 | 8,755,704 | | Executive Vice President, President and Chief Executive Officer, Commercial Airplanes | 2021 2020 | 1,100,000 1,080,769 | — — | 2,350,000 2,193,650 | 2,350,000 — | 1,287,440 675,740 | — 789,513 | 253,526 781,854 | 7,340,966 5,521,526 | | Brett C. Gerry | 2022 | 890,000 | — | 2,000,000 | 2,000,000 | 1,048,950 | — | 237,598 | 6,176,548 | | Executive Vice President, Global Compliance and Chief Legal Officer | | | | | | | | | |

  136. Summary Compensation Table

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

  137. Summary Compensation Table

    | 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 2022 is set forth in the 2022 Grants of Plan-Based Awards table on page 57.(2) |

  138. Summary Compensation Table

    | 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 the 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, 2022. The grant date fair value of each stock option award in 2022 and additional details are set forth in the 2022 Grants of Plan-Based Awards table on page 57.(3) |

  139. Summary Compensation Table

    | 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 2022, 2021 and 2020, there were zero payouts of long-term cash-denominated performance awards for the three-year performance period that ended in the relevant year. The target and maximum amounts for annual incentive awards for 2022 are reflected in the 2022 Grants of Plan-Based Awards table on page 57.(4) |

  140. Summary Compensation Table

    | No defined benefits have accrued since the end of 2015. Amounts for 2020 reflect aggregate increases in the actuarial present value of the executive’s accumulated benefits under all pension plans during that 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 “2022 Pension Benefits” beginning on page 61. None of the NEOs received any earnings on their deferred compensation based on above-market or preferential rates.(5) |

  141. Summary Compensation Table

    | 56 | | 2023 Proxy Statement |

  142. Summary Compensation Table

    | The following table sets forth the elements of “All Other Compensation” provided in 2022 to our NEOs:(6) |

  143. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits ($)(a) | Life Insurance Premiums ($) | Company Contributions to Retirement Plans ($) | Total All Other Compensation ($) | | David L. Calhoun | 253,087 | 3,780 | 404,729 | 661,596 | | Brian J. West | 139,891 | 2,700 | 150,350 | 292,941 | | Leanne G. Caret | 115,946 | 2,700 | 196,923 | 315,569 | | Theodore Colbert III | 25,916 | 2,621 | 307,191 | 335,728 | | Stanley A. Deal | 90,613 | 2,970 | 222,121 | 315,704 | | Brett C. Gerry | 58,006 | 2,408 | 177,184 | 237,598 |

  144. Summary Compensation Table

    | Perquisites and other personal benefits provided to one or more of our NEOs in 2022 consisted of the following: (a) for Messrs. Calhoun, West, Colbert, Deal and Gerry, use of Company aircraft for personal travel, including to attend outside board meetings; (b) for Messrs. Calhoun, West and Deal, personal use of ground transportation services; (c) for Messrs. Calhoun and Colbert and Ms. Caret, financial management services; (d) for Mr. West and Ms. Caret, charitable gift matching; (e) for Messrs. West, Colbert and Gerry, annual physicals; (f) for Messrs. Colbert and Gerry, concierge health services; (g) for Mr. Calhoun, tickets to sporting events; (h) for Mr. Deal, relocation assistance; (i) for Ms. Caret, outplacement and transition services; (j) for Messrs. Calhoun, West, Colbert and Deal and Ms. Caret, gifts; and (k) for all NEOs, tax preparation services. 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 15% in 2022. 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) for Mr. Calhoun, $238,782 for use of the Company aircraft; (ii) for Mr. West, $81,313 for use of Company aircraft and $31,000 in charitable gift matching donations; (iii) for Ms. Caret, $28,200 in charitable gift matching and $55,500 in outplacement and transition services in connection with her retirement at the end of 2022; (iv) for Mr. Deal, $63,409 for the use of Company aircraft; and (v) for Mr. Gerry, $39,365 for use of the Company aircraft.(a) |

  145. 2022 Grants of Plan-Based Awards

    2022 Grants of Plan-Based Awards The following table provides information for each of our NEOs regarding 2022 annual and long-term incentive award opportunities, including the range of potential payouts under our incentive plans. Specifically, the table presents the 2022 grants of annual incentive awards, RSUs and premium-priced stock options.

  146. 2022 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 | — | — | 2,800,000 | 5,600,000 | — | — | — | — | | | RSUs | 02/16/2022 | 02/16/2022 | | | 39,084 | | | 8,500,000 | | | Stock Options | 02/16/2022 | 02/16/2022 | | | | 102,360 | 260.98 | 8,500,000 | | Brian J. West | Annual Incentive | — | — | 1,100,000 | 2,200,000 | | | | | | | RSUs | 02/16/2022 | 02/15/2022 | | | 13,794 | | | 3,000,000 | | | Stock Options | 02/16/2022 | 02/15/2022 | | | | 36,127 | 260.98 | 3,000,000 | | Leanne G. Caret | Annual Incentive | — | — | 1,100,000 | 2,200,000 | — | — | — | — | | | RSUs | 02/16/2022 | 02/15/2022 | | | 10,921 | | | 2,375,000 | | | Stock Options | 02/16/2022 | 02/15/2022 | | | | 28,600 | 260.98 | 2,375,000 | | Theodore Colbert III | Annual Incentive | — | — | 1,000,000 | 2,000,000 | | | | | | | RSUs | 02/16/2022 | 02/15/2022 | | | 9,196 | | | 2,000,000 | | | Stock Options | 02/16/2022 | 02/15/2022 | | | | 24,084 | 260.98 | 2,000,000 | | Stanley A. Deal | Annual Incentive | — | — | 1,500,000 | 3,000,000 | — | — | — | — | | | RSUs | 02/16/2022 | 02/15/2022 | | | 12,875 | | | 2,800,000 | | | Stock Options | 02/16/2022 | 02/15/2022 | | | | 33,718 | 260.98 | 2,800,000 | | Brett C. Gerry | Annual Incentive | — | — | 900,000 | 1,800,000 | | | | | | | RSUs | 02/16/2022 | 02/15/2022 | | | 9,196 | | | 2,000,000 | | | Stock Options | 02/16/2022 | 02/15/2022 | | | | 24,084 | 260.98 | 2,000,000 |

  147. 2022 Grants of Plan-Based Awards

    | RSU and stock option awards were approved by the Compensation Committee for all executive officers other than our CEO on February 15, 2022, with a grant date of February 16, 2022 (the day of our full Board meeting). Mr. Calhoun’s RSU and stock option awards were approved and granted by the Board effective February 16, 2022.(1) |

  148. 2022 Grants of Plan-Based Awards

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

  149. 2022 Grants of Plan-Based Awards

    | The exercise price for all stock options granted in 2022 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, provided that the exercise price will be reduced to 110% of the grant date fair market value of share if the Company’s total shareholder return over the three-year vesting period exceeds the median for our peer group plus Airbus.(3) |

  150. 2022 Grants of Plan-Based Awards

    | | 2023 Proxy Statement | 57 |

  151. Restricted Stock Units

    Restricted Stock Units The amounts shown for RSUs represent the number of RSUs awarded to each NEO in 2022 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 provided the executive remains employed through the vesting date, with limited exceptions for earlier terminations due to retirement, layoff, death and disability. 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, which will be settled on the third anniversary of the grant date. Executives who terminate employment due to death or disability fully vest in their entire RSU award, which will be settled as soon as administratively practicable following termination. 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, which portion will be settled on the third anniversary of the grant date. Supplemental RSUs granted outside our long-term incentive program may have different vesting terms than those described above. No such supplemental awards were granted to our NEOs during 2022.

  152. 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 2022, 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. However, if the Company’s total shareholder return over the three-year vesting period exceeds the median total shareholder return for our peer group plus Airbus, the exercise price will be reduced to 110% of the fair market value of a share on the grant 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 provided the executive remains employed through the vesting date, with limited exceptions for earlier terminations due to retirement, layoff, death and disability. 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, which will become exercisable on the third anniversary of the grant date. Executives who terminate employment due to death or disability fully vest in their entire stock option award. 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, which portion will become exercisable on the third anniversary of the grant date. Supplemental stock option awards granted outside our long-term incentive program may have different vesting terms than those described above. No such supplemental awards were granted to our NEOs during 2022.

  153. Premium-Priced Stock Options

    | 58 | | 2023 Proxy Statement |

  154. Outstanding Equity Awards at 2022 Fiscal Year-End

    Outstanding Equity Awards at 2022 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, 2022. Market values for outstanding stock awards, which include 2022 grants and prior-year grants, are based on the closing price of Boeing stock on December 31, 2022, or $190.49. Performance awards, which are cash-denominated but (if earned) may be paid out in shares of common stock at the Compensation Committee’s discretion, are not presented in this table.

  155. Outstanding Equity Awards at 2022 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 | 2022 | — | 102,360(3) | 260.98 | 02/16/2032 | — | — | — | — | | | 2021 | — | 107,195(4) | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 89,232(5) | 16,997,613 | 1,224 | 233,160 | | Brian J. West | 2022 | — | 36,127(3) | 260.98 | 02/16/2032 | — | — | — | — | | | 2021 | — | 40,322(6) | 263.57 | 08/27/2031 | — | — | — | — | | | — | — | — | — | — | 27,452(7) | 5,229,331 | — | — | | Leanne G. Caret | 2022 | — | 16,377(3)(8) | 260.98 | 02/16/2032 | — | — | — | — | | | 2021 | — | 7,944(4) | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | | — | — | — | — | 609 | 116,008 | | Theodore Colbert III | 2022 | — | 24,084(3) | 260.98 | 02/16/2032 | | — | — | — | | | 2021 | — | 23,449(4) | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 19,526(9) | 3,719,508 | 495 | 94,293 | | Stanley A. Deal | 2022 | — | 33,718(3) | 260.98 | 02/16/2032 | — | — | — | — | | | 2021 | — | 31,488(4) | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 31,281(10) | 5,958,718 | 767 | 146,106 | | Brett C. Gerry | 2022 | — | 24,084(3) | 260.98 | 02/16/2032 | — | — | — | — | | | 2021 | — | 21,439(4) | 258.83 | 02/17/2031 | — | — | — | — | | | — | — | — | — | — | 18,492(11) | 3,522,541 | 419 | 79,815 |

  156. Outstanding Equity Awards at 2022 Fiscal Year-End

    | This column reflects the aggregate number of unvested Career Shares and RSUs held by each NEO as of December 31, 2022. Career Shares and RSUs are eligible to earn dividend equivalents that accrue in the form of additional Career Shares or RSUs, as applicable, and are subject to the same vesting and distribution conditions as may be applicable to the underlying award.(1) |

  157. Outstanding Equity Awards at 2022 Fiscal Year-End

    In prior years, this column also included, with respect to Mr. Deal, a number of Matching Deferred Stock Units, or MDSUs. Prior to 2006, executives who elected to defer certain compensation into Boeing deferred stock units were eligible to receive a 25% matching contribution in the form of MDSUs into our Deferred Compensation Plan for Employees. This plan was merged into our Executive Supplemental Savings Plan as of January 1, 2022, and in connection with that merger and a recordkeeper change, outstanding MDSUs were converted into notional units that track a unitized company stock fund in the Boeing 401(k) plan. Accordingly, balances attributable to MDSUs are now reflected in the 2022 Deferred Compensation Table on page 63. The following table shows the aggregate number and market value of unvested Career Shares and RSUs held by each NEO as of December 31, 2022. Ms. Caret is not included in the table below as she retired from the Company on December 31, 2022, resulting in partial vesting of her outstanding RSUs and forfeiture of the remaining unvested RSUs on that date.

  158. Outstanding Equity Awards at 2022 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 | Career Shares(a) | RSUs | | David L. Calhoun | — | 89,232 | — | 16,997,613 | | Brian J. West | — | 27,452 | — | 5,229,331 | | Theodore Colbert III | — | 19,526 | — | 3,719,508 | | Stanley A. Deal | 4,320 | 26,961 | 822,917 | 5,135,801 | | Brett C. Gerry | — | 18,492 | — | 3,522,541 |

  159. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Career Shares, which were granted prior to 2006, vest upon termination of employment due to retirement, death, disability or layoff and are paid out in stock upon vesting.(a) |

  160. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Assumes performance at threshold for PBRSUs granted in 2020; however, the PBRSUs shown in this column vested on February 15, 2023 and paid out at zero, based on our relative TSR performance over the vesting period.(2) |

  161. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects a premium-priced stock option to purchase the listed number of shares which will vest in its entirety on February 16, 2025.(3) |

  162. Outstanding Equity Awards at 2022 Fiscal Year-End

    | | 2023 Proxy Statement | 59 |

  163. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects a premium-priced stock option to purchase the listed number of shares which will vest in its entirety on February 17, 2024.(4) |

  164. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects (a) 16,142 RSUs that vested on February 24, 2023; (b) 35,588 RSUs that vest on February 17, 2024; and (c) 37,502 RSUs that vest on February 16, 2025 (reflecting the portion of the RSUs granted to Mr. Calhoun on February 16, 2022 that remain outstanding following the withholding of 1,582 RSUs in late 2022 to satisfy FICA payroll taxes and related income taxes due on this award in connection with Mr. Calhoun’s retirement eligibility; these vested shares are included in the total number of shares acquired upon vesting reported in the Option Exercises and Stock Vested table on page 60). Mr. Calhoun is retirement-eligible with respect to his long-term incentive awards because he has attained the age of 62 with one year of service.(5) |

  165. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects a premium-priced stock option to purchase the listed number of shares which will vest in its entirety on August 27, 2024.(6) |

  166. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects (a) 13,658 RSUs that vest on August 27, 2024; and (b) 13,794 RSUs that vest on February 16, 2025.(7) |

  167. Outstanding Equity Awards at 2022 Fiscal Year-End

    | While Ms. Caret was granted a premium-priced stock option to purchase 28,600 shares in 2022 as described in the 2022 Grants of Plan-Based Awards table on page 57, the number of shares with respect to which the stock option remained outstanding as of December 31, 2022 reflects the forfeiture of a portion of the shares underlying the stock option in connection with her retirement on December 31, 2022. The retirement treatment applicable to Ms. Caret’s option awards is described on page 65. Ms. Caret was retirement-eligible with respect to her long-term incentive awards because she attained the age of 55 with at least ten years of service while employed.(8) |

  168. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects (a) 2,217 RSUs that vested on February 24, 2023; (b) 8,113 RSUs that vest on February 17, 2024; and (c) 9,196 RSUs that vest on February 16, 2025.(9) |

  169. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects (a) 4,320 Career Shares that vest as described in footnote (1) above; (b) 3,438 RSUs that vested on February 24, 2023; (c) 10,782 RSUs that vest on February 17, 2024 (reflecting the portion of the RSUs granted to Mr. Deal on February 17, 2021 that remain outstanding following the withholding of 133 RSUs in late 2022 to satisfy FICA payroll taxes and related income taxes due on a portion of this award in connection with Mr. Deal’s retirement eligibility); and (d) 12,741 RSUs that vest on February 16, 2025 (reflecting the portion of the RSUs granted to Mr. Deal on February 16, 2022 that remain outstanding following the withholding of 134 RSUs in late 2022 to satisfy FICA payroll taxes and related income taxes due on a portion of this award in connection with Mr. Deal’s retirement eligibility). RSUs that were withheld in 2022 to satisfy FICA payroll taxes and related income taxes in connection with Mr. Deal’s retirement eligibility are included in the total number of shares acquired upon vesting reported in the Option Exercises and Stock Vested table on page 60. Mr. Deal is retirement-eligible with respect to his long-term incentive awards because he has attained the age of 55 with ten years of service.(10) |

  170. Outstanding Equity Awards at 2022 Fiscal Year-End

    | Reflects (a) 1,879 RSUs that vested on February 24, 2023; (b) 7,417 RSUs that vest on February 17, 2024; and (c) 9,196 RSUs that vest on February 16, 2025.(11) |

  171. 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 during 2022, except for Mr. West, who did not vest in any stock awards during the year. No stock options were exercised by our NEOs during the year.

  172. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | David L. Calhoun | 11,926 | 2,219,668 | | Leanne G. Caret | 29,111 | 3,628,077 | | Theodore Colbert III | 11,541 | 2,331,105 | | Stanley A. Deal | 2,344 | 456,424 | | Brett C. Gerry | 551 | 111,024 |

  173. Option Exercises and Stock Vested

    | Consists of RSUs that vested during 2022, including shares withheld for payment of applicable taxes associated with the vesting as well as shares withheld from Messrs. Calhoun’s and Deal’s unvested RSU awards to satisfy FICA payroll tax obligations and related income taxes due in connection with the executive’s retirement eligibility. For Ms. Caret, the number of shares shown includes shares acquired pursuant to outstanding RSUs that vested on a pro rata basis in connection with her retirement from the Company as of December 31, 2022, in accordance with the terms of the applicable awards. Of these RSUs, 2,731 RSUs were distributed to Ms. Caret on February 24, 2023; 5,434 RSUs will be distributed on February 17, 2024; and 2,909 RSUs will be distributed on February 16, 2025. The value of these deferred units is reflected in the 2022 Deferred Compensation Table on page 63.(1) |

  174. Option Exercises and Stock Vested

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

  175. Option Exercises and Stock Vested

    | 60 | | 2023 Proxy Statement |

  176. 2022 Pension Benefits

    2022 Pension Benefits Ms. Caret and Messrs. Deal and Gerry have earned benefits under the following pension plans:

  177. 2022 Pension Benefits

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

  178. 2022 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. |

  179. 2022 Pension Benefits

    Benefits ceased to accrue under each of these plans at the end of 2015. The following table provides information as of December 31, 2022 with respect to accumulated benefits under each of these plans and arrangements. Messrs. Calhoun, Colbert and West have no pension benefits under our defined benefit pension plans.

  180. 2022 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Yr ($) | | Leanne G. Caret | Pension Value Plan | 27.63 | 681,994 | — | | | DB SERP | 27.63 | 1,578,403 | — | | Stanley A. Deal | Pension Value Plan | 28.06 | 852,249 | — | | | DB SERP | 28.06 | 2,647,800 | — | | Brett C. Gerry | Pension Value Plan | 7.30 | 206,304 | — | | | DB SERP | 7.30 | 332,546 | — |

  181. 2022 Pension Benefits

    | 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, 2022 are as follows: Mr. Deal, 35 years; Ms. Caret, 34 years; and Mr. Gerry, 14 years.(1) |

  182. 2022 Pension Benefits

    | Present values were calculated assuming no pre-retirement mortality or termination. The values for the PVP and the DB SERP are the actuarial present values as of December 31, 2022 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 5.36% for the PVP and 5.34% for the DB SERP. The post-retirement mortality assumption is Boeing specific mortality for the PVP and DB SERP.(2) |

  183. 2022 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, 2021. For the values as of December 31, 2021, the discount assumption was 2.80% for the PVP and 2.78% for the DB SERP, which were the assumptions used for financial reporting purposes for 2021. Other assumptions used to determine the value as of December 31, 2021 were the same as those used for December 31, 2022. The assumptions reflected in this footnote are the same as those used for the PVP and the DB SERP for financial reporting purposes. |

  184. 2022 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. Only Ms. Caret and Mr. Deal were eligible for early retirement during 2022. Participants who terminate employment before they are eligible for early retirement will receive a reduced benefit depending on the age at which 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 Mr. 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. Gerry, 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 and 0.5% for each month the benefit commences prior to age 65 if the participant terminates employment prior to being eligible

  185. 2022 Pension Benefits

    | | 2023 Proxy Statement | 61 |

  186. 2022 Pension Benefits

    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.

  187. 2022 Nonqualified Deferred Compensation

    2022 Nonqualified Deferred Compensation

  188. Potential Payments upon Termination

    Potential Payments upon Termination

  189. 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, 2022, and the price of Boeing stock as of such termination date was the closing price of $190.49 on December 31, 2022. With respect to awards of PBRSUs and performance awards for the 2020-2022 performance period which were outstanding as of December 31, 2022, these awards are omitted from the table, as they paid out at zero in February 2023 because the applicable performance criteria were not met. With respect to outstanding stock options, which are subject to pro-ration or continued vesting upon certain terminations as described below, these awards are similarly omitted from the table because the exercise price for all outstanding options exceeded the value of our stock as of December 31, 2022. 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:

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

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

  191. 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 premium-priced stock options granted under the long-term incentive program, with pro rata vesting based on the number of months employed during the applicable three-year vesting period (however, stock options are omitted from the table for the reason described above); |

  192. 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; |

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

    | • | Vesting of Mr. Calhoun’s time-vested RSUs granted in February 2020 in connection with his hire, other than in the case of layoff or retirement; |

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

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

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

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

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

    | • | Provided the executive was enrolled while an active employee, continued eligibility for financial management services for six months following layoff or retirement upon attaining age 62 with one year of service or age 55 with ten years of service; |

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

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

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

    | • | Outplacement and transition services for six months in connection with layoff or retirement upon attaining age 62 with one year of service or age 55 with ten years of service. |

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

    Table I excludes the following amounts:

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

    | • | Pension and nonqualified deferred compensation benefits, which are set forth in the 2022 Pension Benefits and 2022 Nonqualified Deferred Compensation tables beginning on page 61; and |

  201. 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. |

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

    | Name and Benefits | Layoff ($) | Retirement ($)(1) | Disability ($) | Death ($) | | David L. Calhoun | | | | | | Cash Severance | 4,508,000 | — | — | — | | RSUs | 16,939,698 | 14,909,589 | 16,939,698 | 16,939,698 | | Life Insurance Death Benefit | — | — | — | 4,200,000 | | Tax Preparation Services | 8,300 | 8,300 | 8,300 | 8,300 | | Financial Management Services | 3,350 | 3,350 | — | — | | Outplacement and Transition Services | 52,275 | 52,275 | — | — |

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

    | 64 | | 2023 Proxy Statement |

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

    | Name and Benefits | Layoff ($) | Retirement ($)(1) | Disability ($) | Death ($) | | Brian J. West | | | | | | Cash Severance | 2,343,100 | — | — | — | | RSUs | 3,331,626 | — | 5,229,402 | 5,229,402 | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Outplacement and Transition Services | 52,275 | — | — | — | | Leanne G. Caret(2) | | | | | | Cash Severance | — | — | — | — | | RSUs | — | 2,109,474 | — | — | | Life Insurance Death Benefit | — | — | — | — | | Tax Preparation Services | — | 8,300 | — | — | | Financial Management Services | — | 3,350 | — | — | | Outplacement and Transition Services | — | 55,500 | — | — | | Theodore Colbert III | | | | | | Cash Severance | 1,899,863 | — | — | — | | RSUs | 1,829,902 | — | 3,696,093 | 3,969,093 | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Financial Management Services | 3,350 | — | 3,350 | — | | Outplacement and Transition Services | 52,275 | — | — | — | | Stanley A. Deal | | | | | | Cash Severance | 2,840,000 | — | — | — | | RSUs/Career Shares | 3,370,703 | 3,370,703 | 5,922,341 | 5,922,341 | | Life Insurance Death Benefit | — | — | — | 3,300,000 | | Tax Preparation Services | 15,000 | 15,000 | 15,000 | 15,000 | | Outplacement and Transition Services | 52,275 | 52,275 | — | — | | Brett C. Gerry | | | | | | Cash Severance | 1,948,950 | — | — | — | | RSUs | 1,688,075 | — | 3,502,703 | 3,502,703 | | Life Insurance Death Benefit | — | — | — | 2,700,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Outplacement and Transition Services | 52,275 | — | — | — |

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

    | Of our NEOs, Ms. Caret and Messrs. Calhoun and Deal were retirement-eligible as of December 31, 2022 (defined as at least age 55 with ten years of service, or age 62 with one year of service).(1) |

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

    | As Ms. Caret retired from the Company on December 31, 2022, the chart above describes the actual incremental benefits she received in connection with her retirement. As she had attained at least age 55 with ten years of service by the time she retired, Ms. Caret was eligible for pro-rated vesting of her outstanding RSUs and stock options based on the number of months employed during the applicable vesting period. Ms. Caret is also eligible for outplacement and transition services, as well as Company-paid tax preparation services with respect to the year of retirement.(2) |

  207. 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, 2022, expressed as a life annuity, and the present value of such annuity benefit (based on the same factors used for the 2022 Pension Benefits table on page 61). The present value of Ms. Caret’s and Mr. Deal’s benefits were calculated assuming a benefit commencement date of January 1, 2023. The value of Mr. Gerry’s benefits were calculated assuming a benefit commencement date of age 55 and January 1, 2023 for Mr. Gerry’s surviving spouse if he had died December 31, 2022. Messrs. Calhoun, Colbert and West have no pension benefits under Company defined benefit pension plans.

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

    | | 2023 Proxy Statement | 65 |

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

    | Name | Benefit Payable Upon Termination Due to Layoff/Disability | Benefit Payable Upon Termination Due to Retirement | Death Benefit Payable to Spouse(2) Annuity/Present Value | | Leanne G. Caret | $130,829/$1,907,939 | $130,829/$1,907,939 | $118,542/$1,630,090 | | Stanley A. Deal | $217,502/$2,978,631 | $217,502/$2,978,631 | $196,665/$2,599,405 | | Brett C. Gerry | $39,314/$472,846 | $24,471/$294,323 | $9,159/$142,409 |

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

    | Ms. Caret and Mr. Deal were eligible for retirement benefits under the DB SERP as of December 31, 2022. Mr. Gerry is not eligible to commence benefits under the DB SERP; however, if he was laid off, he would commence his benefit at age 55 using the early retirement reduction factors as if retiring from active status.(1) |

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

    | 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.(2) |

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

    | The DB SERP provides that if a participant is laid off on or after age 49 with at least ten years of service, the benefit payable at age 55 will be calculated using the more generous factors for early retirement from active employment. If Mr. Gerry were laid off as of December 31, 2022, this layoff provision would have applied to his DB SERP and at age 55 he would be paid $39,314 annually and the present value of that annuity would be $472,846.(3) |

  213. 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 2022, the annual total compensation of our median employee, was $145,756, and the annual total compensation of our CEO, Mr. Calhoun, was $22,480,396 as reported in the Summary Compensation Table on page 56. Based on this information, we estimated that our CEO’s 2022 total compensation was approximately 154 times that of our median employee. The median employee’s 2022 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 2022, and the 2022 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. We have determined that there has been no change in our employee population or employee compensation arrangements in 2022 that we reasonably believe would result in significant change to our pay ratio disclosure and, as such, we used the same median employee identified in 2020 as described below for purposes of our 2022 pay ratio disclosure. 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 non-U.S. 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 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.

  214. Pay Ratio

    | 66 | | 2023 Proxy Statement |

  215. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance.

  216. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    Required Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information on “compensation actually paid” (CAP) to our principal executive officers (PEOs) and (on average) to our other NEOs (non-PEO NEOs) during the specified years alongside total shareholder return (TSR) and net income metrics, as well as a Company-selected measure of free cash flow. The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2022 to Company performance, as free cash flow was the predominant metric used in our 2020-2022 performance awards (representing 50% of target long-term incentive awards granted to our executives for that award cycle) as well as our 2022 annual incentive plan, as described in more detail beginning on page 41.

  217. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | | Summary Compensation Table Total for PEO ($) (1) | | Compensation Actually Paid to PEO ($) (2) | | | Avg. Summary Compensation Table Total for Non-PEO NEOs (3) | Avg. Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($mm) (6) | Free Cash Flow ($mm) (7) | | Year | PEO | Interim PEO | PEO | Interim PEO | | | | Total Shareholder Return ($) (5) | Peer Group Total Shareholder Return ($) (5) | | | | 2022 | $22,480,396 | n/a | $15,086,948 | | n/a | $7,278,023 | $5,730,808 | $58.82 | $111.54 | (4,935) | 2,000 | | 2021 | $21,093,605 | n/a | $17,721,564 | | n/a | $6,120,583 | $4,825,472 | $62.17 | $95.03 | (4,202) | (4,396) | | 2020 | $21,074,052 | $5,221,778 | $14,363,337 | ($ | 4,134,019) | $4,904,755 | $2,553,749 | $66.10 | $83.94 | (11,873) | (19,713) |

  218. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Reflects the total compensation of our current CEO, David Calhoun, who is our PEO, and Gregory Smith, who served as interim CEO for a period of 12 days during 2020, and is therefore included in this table as an additional PEO in accordance with SEC rules. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown (and for Mr. Smith, solely reflect compensation for his service as our CFO, since he received no additional compensation for his service as interim CEO in 2020).(1) |

  219. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | The dollar amounts shown in these columns reflect “compensation actually paid” to Mr. Calhoun and Mr. Smith, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each officer’s total compensation for each year to determine CAP are shown in the tables below. For Mr. Smith, information is only included with respect to 2020, the year in which he served as interim CEO.(2) |

  220. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | CEO – Reconciliation of SCT Total to CAP Total (a) | | | | | | | | | | | Year | SCT Total | | Grant Date Fair Value of Awards Granted During Year (b) | | Fair Value of Equity Calculated Using SEC Methodology (c) | | Change in Actuarial Value of Pension Benefits During Year | | CAP Total | | 2022 | 22,480,396 | – | $17,000,000 | + | $9,606,552 | – | $0 | = | $15,086,948 | | 2021 | $21,093,605 | – | $16,000,000 | + | $12,627,959 | – | $0 | = | $17,721,564 | | 2020 | $21,074,052 | – | $20,515,106 | + | $13,804,391 | – | $0 | = | $14,363,337 | | Interim CEO – Reconciliation of SCT Total to CAP Total (a) | | | | | | | | | | | Year | SCT Total | | Grant Date Fair Value of Awards Granted During Year (b) | | Fair Value of Equity Calculated Using SEC Methodology (c) | | Change in Actuarial Value of Pension Benefits During Year | | CAP Total | | 2020 | $5,221,778 | – | $2,565,845 | + | ($5,510,299) | – | $411,186 | = | ($3,265,552) |

  221. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | As shown in these tables, the CAP totals represent the SCT totals for the applicable year, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during the applicable year, instead of the grant date value of awards granted during the applicable year, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for the applicable year. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during the applicable year. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service cost or prior service cost and no adjustment is required for this element.(a) |

  222. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Represents the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year.(b) |

  223. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | | 2023 Proxy Statement | 67 |

  224. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 56), which requires us to show the grant date value of equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows:(c) |

  225. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted during the applicable year (and which are still outstanding), the year-end value ; plus |

  226. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted during prior years that were still outstanding as of the applicable year-end, the change in value as of the applicable year-end compared against the prior year-end; plus |

  227. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted in prior years that vested during the applicable year, the change in value as of the vesting date compared against the prior year-end; plus |

  228. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for any awards granted in the applicable year that vested during the applicable year, the value as of the vesting date; plus |

  229. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for any awards that vested during the applicable year, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; minus |

  230. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted in prior years that were forfeited during the applicable year, the value as of the prior year-end. |

  231. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    The specific calculations for each of Mr. Calhoun and Mr. Smith for the relevant years are shown in the tables below.

  232. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | CEO – CAP Fair Value of Equity Calculation | | | | | | | | | | | | | | | Year | YE Value of Current Year Awards Outstanding as of YE | | Change in Value as of YE for Prior Year Awards Outstanding as of YE | | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year | | Value as of Vesting Date for Current Year Awards That Vested During the Year* | | Value as of Vesting Date for Dividend Equivalents That Vested During the Year | | Value as of Prior YE for Prior Year Awards Forfeited During the Year | | Value of Equity for CAP Purposes | | 2022 | $14,652,897 | + | ($2,959,585) | + | ($92,993) | + | $225,481 | + | $0 | – | $2,219,249 | = | $9,606,552 | | 2021 | $13,701,091 | + | ($1,444,024) | + | $60,047 | + | $310,845 | + | $0 | – | $0 | = | $12,627,959 | | 2020 | $13,804,391 | + | $0 | + | $0 | + | $0 | + | $0 | – | $0 | = | $13,804,391 |

  233. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | We generally do not issue equity awards that vest in the year of grant. The amounts shown in this column exclusively reflect the portion of any current year award that was withheld from a current year award to pay FICA payroll tax withholding obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year.* |

  234. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Interim CEO – CAP Fair Value of Equity Calculation | | | | | | | | | | | | | | | Year | YE Value of Current Year Awards Outstanding as of YE | | Change in Value as of YE for Prior Year Awards Outstanding as of YE | | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year | | Value as of Vesting Date for Current Year Awards That Vested During the Year | | Value as of Vesting Date for Dividend Equivalents That Vested During the Year | | Value as of Prior YE for Prior Year Awards Forfeited During the Year | | Value of Equity for CAP Purposes | | 2022 | $1,721,648 | + | ($7,138,752) | + | ($400,096) | + | $0 | + | $306,901 | – | $0 | = | ($5,510,299) |

  235. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-PEO NEOs included in the table above are the following individuals: for 2022, Brian West, Stanley Deal, Theodore Colbert, Brett Gerry and Leanne Caret; for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal; and for 2020, Michael D’Ambrose, Stanley Deal and Leanne Caret (but excluding Mr. Smith, whose 2020 compensation is included in the interim PEO columns).(3) |

  236. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | The dollar amounts shown in these columns reflect average “compensation actually paid” to our other NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual average final amount of compensation earned or paid to these individuals during the applicable years. The adjustments made to their average total compensation for each year to determine CAP are shown in the table below:(4) |

  237. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Other NEOs (Average) – Reconciliation of SCT Total to CAP Total (a) | | | | | | | | | | | Year | SCT Total | | Grant Date Fair Value of Awards Granted During Year (b) | | Fair Value of Equity Calculated Using SEC Methodology (c) | | Change in Actuarial Value of Pension Benefits During Year | | CAP Total | | 2022 | $7,278,023 | – | $4,870,000 | + | $3,322,785 | – | $0 | = | $5,730,808 | | 2021 | $6,120,583 | – | $4,093,722 | + | $2,798,611 | – | $0 | = | $4,825,472 | | 2020 | $4,904,755 | – | $2,360,131 | + | $481,212 | – | $472,087 | = | $2,553,749 |

  238. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | The CAP total figures were calculated using the same methodology described above in footnote (a) to the CEO and Interim CEO “Reconciliation of SCT Total to CAP Total” tables shown above.(a) |

  239. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Represents the average total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for these NEOs for the applicable year.(b) |

  240. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | 68 | | 2023 Proxy Statement |

  241. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | The fair value of equity component of the CAP calculation was determined using the same methodology described above in footnote (c) to the CEO and Interim CEO “Reconciliation of SCT Total to CAP Total” tables shown above, using averages for the included NEOs. The specific calculations for the included NEOs for the relevant years are shown in the table below.(c) |

  242. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Other NEOs – CAP Fair Value of Equity Calculation | | | | | | | | | | | | | | | Year | Avg. YE Value of Current Year Awards Outstanding as of YE | | Avg. Change in Value as of YE for Prior Year Awards Outstanding as of YE | | Avg. Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year | | Avg. Value as of Vesting Date for Current Year Awards That Vested During the Year* | | Value as of Vesting Date for Dividend Equivalents That Vested During the Year | | Avg. Value as of Prior YE for Prior Year Awards Forfeited During the Year | | Avg. Value of Equity for CAP Purposes | | 2022 | $3,443,174 | + | ($168,997) | + | $42,641 | + | $234,739 | + | $52,081 | – | $280,852 | = | $3,322,785 | | 2021 | $2,856,140 | + | ($477,121) | + | $212,559 | + | $145,153 | + | $213,322 | – | $151,441 | = | $2,798,611 | | 2020 | $2,077,475 | + | ($1,774,384) | + | ($363,489) | + | $0 | + | $541,610 | – | $0 | = | $481,212 |

  243. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | We generally do not issue equity awards that vest in the year of grant. The amounts shown in this column exclusively reflect the portion of any current year award that was withheld from a current year award to pay FICA payroll tax withholding obligations (and income taxes due on the amounts withheld) due in connection with the executive qualifying as retirement-eligible during the applicable year.* |

  244. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index , which is the industry peer group used for purposes of Item 201(e) of Regulation S-K. The separate peer group used by the Compensation Committee for purposes of determining compensation paid to our executive officers is described on page 40.(5) |

  245. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown.(6) |

  246. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Free cash flow is the financial measure from the tabular list of 2022 Most Important Measures shown below, which, in the Company’s assessment, represents for 2022 the most important performance measure used to link compensation actually paid to our CEOs and other NEOs to the Company’s performance. Free cash flow is defined on page 43 and is a non-GAAP financial measure.(7) |

  247. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company total shareholder return and that of the S&P 500 Aerospace & Defense Industry Index. As noted

  248. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | 2023 Proxy Statement | 69 |

  249. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.

  250. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | 70 | | 2023 Proxy Statement |

  251. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    Shareholders are being asked to approve The Boeing Company 2023 Incentive Stock Plan, or the 2023 Plan, which was adopted by our Board on February 16, 2023. If approved by shareholders at the 2023 Annual Meeting of Shareholders, the 2023 Plan will become effective as of such approval date, referred to herein as the Effective Date, and will replace The Boeing Company 2003 Incentive Stock Plan, or the 2003 Plan. No further awards will be made under the 2003 Plan as of the Effective Date, which will remain in effect thereafter solely with respect to awards outstanding under that plan. The Board, the Compensation Committee and management believe that the effective use of stock and other performance-based long-term incentive compensation has been and will continue to be integral to Boeing’s success. The awards that may be granted under the 2023 Plan will serve to attract, retain and motivate employees, directors and consultants to maximize our growth, profitability and overall success, as well as align their interests with the interests of our shareholders to create long-term, sustainable shareholder value.

  252. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | The Board recommends that you vote FOR The Boeing Company 2023 Incentive Stock Plan. |

  253. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | WHAT’S IN THE PLAN | WHAT’S NOT IN THE PLAN | | Administration by independent directors. The 2023 Plan is administered by Board committees whose members satisfy the independence standards of the New York Stock Exchange listing standards and who qualify as nonemployee directors as defined in Rule 16b-3 under the Exchange Act. Minimum vesting period. Except with respect to up to 5% of shares reserved for issuance, all stock-based awards must be subject to a minimum vesting period of at least one year from grant date. Annual limit on nonemployee director awards. The aggregate grant date fair market value of all awards granted to any nonemployee director in any calendar year, together with all cash-based compensation payable to that director in that year, may not exceed $1.0 million (or $2.0 million, for a nonexecutive chair of the Board). Overall annual limit on full-value stock-based awards. The aggregate number of shares that may be issued pursuant to full-value stock-based awards to any participant in any calendar year shall not exceed 1.5 million. Maximum ten-year term. The term of stock options and stock appreciation rights, or SARs, may not exceed ten years. Limitations on share recycling. The 2023 Plan expressly prohibits adding back to the share reserve any shares tendered or retained to satisfy tax withholding obligations on options or SARs or in payment of the purchase price for an award. Clawback. All awards are subject to clawback and/or forfeiture under the Company’s clawback policy (covering, among other instances, misconduct that has compromised the safety of our product or services) and in the event that the participant engages in conduct detrimental to the Company’s interests, including theft and fraud, subject to applicable law. | No “evergreen” provision. The 2023 Plan does not contain an “evergreen” provision that automatically replenishes the share reserve. Shareholder approval is required to increase the share reserve. No discounted options or SARs. Stock options or SARs may not be granted with an exercise price lower than the grant date fair market value. No dividends paid on options, SARs or unvested awards. Dividends may not be credited on options or SARs. To the extent credited on other stock-based awards, any such dividends or dividend equivalents will not be paid unless and until the underlying award vests and will reduce the number of shares available for issuance under the 2023 Plan. No repricing of options or SARs. Any action that may constitute a repricing of stock options or SARs is prohibited, subject to certain adjustment provisions. No automatic acceleration upon a change in control. No reload options or SARs. No option or SAR granted under the 2023 Plan may contain any provision entitling the participant to the automatic grant of an additional option or SAR, as applicable, in connection with exercise of the original award. No tax gross-ups. The 2023 Plan does not provide for any tax gross-ups, and the Company is not required to issue any shares or otherwise settle awards until all tax obligations have been satisfied. No shareholder rights until shares are issued. Unless otherwise expressly provided by the Committee, a participant shall not be entitled to any cash dividend, voting or other right of a shareholder with respect to an option or award denominated in units unless and until shares are actually issued. |

  254. Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures

    | | 2023 Proxy Statement | 71 |

  255. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table sets forth, as of February 17, 2023, 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 17, 2023.

  256. Directors, Director Nominees and Executive Officers

    | Directors and Nominees | Shares Beneficially Owned | Stock Units(1) | Total | | Robert A. Bradway | – | 10,000 | 10,000 | | Lynne M. Doughtie | – | 2,322 | 2,322 | | David L. Gitlin | 5 | 1,748 | 1,753 | | Lynn J. Good | 483 | 11,098 | 11,581 | | Stayce D. Harris | – | 3,135 | 3,135 | | Akhil Johri | 150 | 5,415 | 5,565 | | David L. Joyce | 34 | 3,232 | 3,266 | | Lawrence W. Kellner | 7,500 | 18,051 | 25,551 | | Steven M. Mollenkopf | 2,917 | 5,150 | 8,067 | | John M. Richardson | – | 3,590 | 3,590 | | Sabrina Soussan | – | – | – | | Ronald A. Williams | 4,200(2) | 24,334 | 28,534(2) | | Named Executive Officers | Shares Beneficially Owned(3) | Stock Units(4) | Total | | David L. Calhoun* | 40,179 | 184,969 | 225,148 | | Leanne G. Caret | 48,410 | 17,714 | 66,124 | | Theodore Colbert III | 37,562 | 32,122 | 69,684 | | Stanley A. Deal | 35,093 | 57,411 | 92,504 | | Brett C. Gerry | 10,623(5) | 30,039 | 40,662(5) | | Brian J. West | 1,833 | 44,247 | 46,080 | | All directors and executive officers as a group (26 people) | 243,997 | 648,721(6) | 892,718 |

  257. Directors, Director Nominees and Executive Officers

    | Also serves as a director.* |

  258. Directors, Director Nominees and Executive Officers

    | 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 22.(1) |

  259. Directors, Director Nominees and Executive Officers

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

  260. Directors, Director Nominees and Executive Officers

    | Includes interests invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of Boeing shares based on the value as of February 17, 2023), as well as shares issuable upon the exercise of stock options that are vested as of, or will vest within 60 days of February 17, 2023 as set forth in the table below.(3) |

  261. Directors, Director Nominees and Executive Officers

    | | Number of Shares | | Theodore Colbert III | 1,151 | | Stanley A. Deal | 2,015 | | Brett C. Gerry | 5 | | Brian J. West | 646 | | All directors and executive officers as a group (26 people) | 4,977 |

  262. Directors, Director Nominees and Executive Officers

    | Consists of RSUs, Career Shares, and deferred units held in the Executive SSP that are notionally invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of Boeing shares based on the value as of February 17, 2023), if any, held by the NEO.(4) |

  263. Directors, Director Nominees and Executive Officers

    | Includes shares held in a revocable family trust.(5) |

  264. Directors, Director Nominees and Executive Officers

    | Consists of RSUs, Career Shares, and deferred units held in the Executive SSP that are notionally invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of Boeing shares based on the value as of February 17, 2023) held by all directors and executive officers as a group.(6) |

  265. Directors, Director Nominees and Executive Officers

    | 80 | | 2023 Proxy Statement |

  266. Directors, Director Nominees and Executive Officers

    STOCK OWNERSHIP INFORMATION

  267. 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.

  268. 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.