DEF 14A of Boeing Co
Filed Apr 5, 2024 · FY20230001193125-24-088568
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. All nominees are incumbent directors.
Director Nominees
| Name | Director Since | Independent | Professional Background | Engineering Degree | Board Committees | | Robert A. Bradway | 2016 | ✓ | Chairman & CEO, Amgen | | Finance, GPP | | David L. Calhoun | 2009 | | President & CEO, Boeing | | — | | Lynne M. Doughtie | 2021 | ✓ | Former U.S. Chairman & CEO, KPMG | | Audit, Comp. | | David L. Gitlin | 2022 | ✓ | Chairman & CEO, Carrier Global | | ASC, Finance | | Lynn J. Good | 2015 | ✓ | Chair & CEO, Duke Energy | | Audit, Comp. | | Stayce D. Harris | 2021 | ✓ | Former United Airlines Pilot; Former Inspector General, U.S. Air Force | ✓ | ASC, Audit, SP | | Akhil Johri | 2020 | ✓ | Former EVP & CFO, United Technologies | | Audit, Finance | | David L. Joyce | 2021 | ✓ | Former President & CEO, GE Aviation; Former Vice Chair, General Electric | ✓ | ASC, Comp., SP | | Steven M. Mollenkopf* | 2020 | ✓ | Former CEO, Qualcomm | ✓ | Comp., GPP, SP | | John M. Richardson | 2019 | ✓ | 31st Chief of Naval Operations; Former Director of Naval Nuclear Propulsion Program, U.S. Navy | ✓ | ASC, Finance, SP | | Sabrina Soussan | 2023 | ✓ | Chairman and CEO, SUEZ SA | ✓ | Audit, Finance |
Director Nominees
* Independent Chair ASC = Aerospace Safety Committee Comp. = Compensation Committee GPP = Governance & Public Policy Committee SP = Special Programs Committee
Director Nominees
| 5 | | 2024 Proxy Statement |
Director Nominees
Highlights of the composition of our director nominees:
Director Nominees
| 5 of 11 | 9 of 11 | 5 of 11 | ~5 years | 8 of 11 | 9 of 11 | 7 of 11 | | In-Depth Aerospace Expertise | Engineering/ Technology Leadership | Diverse with Respect to Gender, Race or Ethnicity | Average Tenure | Safety Expertise | Highly Regulated Industry Experience | Complex Manufacturing Expertise |
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, critical improvements in safety and quality operational performance, and measurable progress towards climate and equity, diversity and inclusion goals; |
Executive Compensation
| • | Long-term incentives for senior executives that facilitate long-term stock ownership and alignment between interests of management and shareholders; |
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; |
Executive Compensation
| • | No accelerated vesting of equity awards in connection with a change in control; |
Executive Compensation
| • | Provisions in CEO long-term incentive award agreements delaying distribution of vested awards until separation from the Company and thereafter in ten annual installments; and |
Executive Compensation
| • | No change in control arrangements or (except where required by non-U.S. law) employment agreements. |
Director Nominees
Director Nominees
Director Nominees
| Key Skills and Qualifications | | | | | | | | | | | | | 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 facilitates sharpened oversight of the design, quality, 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, identify, manage 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 requirements and expectations of various stakeholders | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | | ✓ | ✓ | | Cybersecurity/Digitalization Experience in data privacy and cybersecurity supports our business in enhancing internal operations, contributing to the Board’s effective oversight of cyber-safety, and furthering the Company’s digital transformation efforts | | | | | ✓ | ✓ | | | | ✓ | ✓ | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | | ✓ | | Senior Leadership Experience Leadership experience in core management areas facilitates effective oversight of management, sharpens the Board’s succession planning process and oversight of human capital, and provides a practical understanding of complex organizations like Boeing | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ |
Director Nominees
| 11 | | 2024 Proxy Statement |
Director Nominees
| Key Skills and Qualifications | | | | | | | | | | | | | 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 | ✓ | ✓ | | ✓ | ✓ | | | | | | ✓ | | Human Capital Management Experience overseeing the development and implementation of human capital strategy, leadership development and culture throughout a large or global workforce, helping to ensure a successful framework for the attraction, development and retention of employees with diverse skills and backgrounds | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Fortune 500 Board Experience Service on other large, public company boards provides directors with similar oversight experience | ✓ | ✓ | | ✓ | ✓ | | ✓ | | ✓ | ✓ | | | International Leadership and Global Relationships 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 challenges managing global compliance systems | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | 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 | | | | | | ✓ | | | | ✓ | | | Fortune 500 CFO Demonstrated experience with large-scale financial decision-making, including understanding of financial reporting processes, enables sophisticated Board deliberations regarding capital allocation, long-term strategy and regulatory compliance, and helps ensure accurate financial reporting and robust controls | ✓ | | | | ✓ | | ✓ | | | | |
Director Nominees
| | 2024 Proxy Statement | 12 |
Director Nominees
| Chairman and CEO, Amgen Inc. | Robert A. Bradway Boeing director since: 2016 Committees: • Finance (Chair) • Governance & Public Policy Independent: Yes Age: 61 | Other current public directorships: • Amgen Inc. | | | 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) | |
Director Nominees
| 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. 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. | Key skills and qualifications: Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience CEO of a Large Company Senior Leadership Experience Climate Change Human Capital Management Fortune 500 Board Experience International Leadership and Global Relationships Fortune 500 CFO |
Director Nominees
| 13 | | 2024 Proxy Statement |
Director Nominees
| President and CEO, The Boeing Company | David L. Calhoun Boeing director since: 2009 Committees: None Independent: No Age: 66 | Other current public directorships: • Caterpillar Inc. Recent prior directorships: • Gates Industrial Corporation plc | | | 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) | |
Director Nominees
| 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 has 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, complex 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. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience CEO of a Large Company Senior Leadership Experience Climate Change Human Capital Management Fortune 500 Board Experience International Leadership and Global Relationships |
Director Nominees
| | 2024 Proxy Statement | 14 |
Director Nominees
| Former U.S. Chairman and CEO, KPMG | Lynne M. Doughtie Boeing director since: 2021 Committees: • Audit • Compensation Independent: Yes Age: 61 | Other current public directorships: • Workday, Inc. | | | Professional highlights: • U.S. Chairman and CEO, KPMG (2015-2020) • Vice Chair of Advisory Practice, KPMG (2011-2015) | |
Director Nominees
| 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 serving as lead partner for several of KPMG’s major clients. Ms. Doughtie has had significant exposure to issues facing complex, global companies across industries and has deep 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. | Key skills and qualifications: Risk Management Highly Regulated Industry Experience CEO of a Large Company Senior Leadership Experience Human Capital Management International Leadership and Global Relationships |
Director Nominees
| 15 | | 2024 Proxy Statement |
Director Nominees
| Chairman and CEO, Carrier Global Corporation | David L. Gitlin Boeing director since: 2022 Committees: • Aerospace Safety • Finance Independent: Yes Age: 54 | Other current public directorships: • Carrier Global Corporation | | | 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) | |
Director Nominees
| Mr. Gitlin 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. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience CEO of a Large Company Senior Leadership Experience Climate Change Human Capital Management Fortune 500 Board Experience International Leadership and Global Relationships |
Director Nominees
| | 2024 Proxy Statement | 16 |
Director Nominees
| Chair and CEO, Duke Energy Corporation | Lynn J. Good Boeing director since: 2015 Committees: • Compensation (Chair) • Audit Independent: Yes Age: 64 | Other current public directorships: • Duke Energy Corporation | | | Professional highlights: • Chair and CEO, Duke Energy Corporation (Chair 2016-present; CEO 2013-present) • President, Duke Energy Corporation (2013-2024) • Vice Chair, Duke Energy Corporation (2013-2016) • Executive Vice President and CFO, Duke Energy Corporation (2009-2013) | |
Director Nominees
| Ms. Good brings to the Board substantial experience in executive leadership, safety, corporate governance, financial management and accounting, as well as operational expertise and cybersecurity in a highly regulated, capital-intensive industry. Ms. Good’s record as Chief Executive Officer and Chair 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 past-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. | Key skills and qualifications: Engineering/Technology Leadership Safety Risk Management Highly Regulated Industry Experience Cybersecurity/Digitalization CEO of a Large Company Senior Leadership Experience Climate Change Human Capital Management Fortune 500 Board Experience Fortune 500 CFO |
Director Nominees
| 17 | | 2024 Proxy Statement |
Director Nominees
| Former United Airlines Pilot; Former Inspector General, U.S. Air Force | Stayce D. Harris Boeing director since: 2021 Committees: • Aerospace Safety • Audit • Special Programs Independent: Yes Age: 64 | Other current public directorships: • BlackRock Fixed-Income Funds Recent prior directorships: • KULR Technology Group, Inc. | | | Professional highlights: • Inspector General, U.S. Air Force (2017-2019) • Assistant Vice Chief of Staff and Director Air Staff, U.S. Air Force (2016-2017) • Commander, 22nd Air Force (2014-2016) • 747 Pilot, United Airlines (1990-2020 with military leave of absence 2014-2019) • Senior Strategist/Air Force Reserve Advisor to Commander, Air Mobility Command and 18th Air Force (2012-2014) • Senior Strategist/Air Force Reserve Advisor to Commander, U.S. Africa Command on Reserve Matters (2010-2012) | |
Director Nominees
| 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. As a result of her extensive cybersecurity expertise, General Harris is the Board’s primary cybersecurity expert who participates in multiple deep dives and engages regularly with management on cyber-related topics. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Safety Risk Management Cybersecurity/Digitalization Senior Leadership Experience Human Capital Management Senior U.S. Government/Military Experience |
Director Nominees
| | 2024 Proxy Statement | 18 |
Director Nominees
| Former Executive Vice President and CFO, United Technologies Corporation | Akhil Johri Boeing director since: 2020 Committees: • Audit (Chair) • Finance Independent: Yes Age: 62 | Other current public directorships: • Cardinal Health Inc. | | | 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) | |
Director Nominees
| Mr. Johri brings to the Board extensive aerospace industry expertise from his more than 30 years at United Technologies, as well as critical skills in areas of financial reporting, internal controls and risk management 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. | Key skills and qualifications: In-Depth Aerospace Expertise Complex Manufacturing Expertise Risk Management Highly Regulated Industry Experience Senior Leadership Experience Human Capital Management Fortune 500 Board Experience International Leadership and Global Relationships Fortune 500 CFO |
Director Nominees
| 19 | | 2024 Proxy Statement |
Director Nominees
| Former President and CEO, GE Aviation; Former Vice Chair, General Electric Company | David L. Joyce Boeing director since: 2021 Committees: • Aerospace Safety (Chair) • Compensation • Special Programs Independent: Yes Age: 67 | Other current public directorships: • None | | | Professional highlights: • Senior Advisor, AE Industrial Partners, LP (2023-present) • Chairman, AE Industrial Partners HorizonX (2023-present) • Non-Executive Chair, GE Aviation (2020) • President and CEO, GE Aviation (2008-2020) • Vice Chair, General Electric Company (2016-2020) | |
Director Nominees
| 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 Chair 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. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience Senior Leadership Experience Human Capital Management International Leadership and Global Relationships |
Director Nominees
| | 2024 Proxy Statement | 20 |
Director Nominees
| Former CEO, Qualcomm Incorporated | Steven M. Mollenkopf Chair of the Board Boeing director since: 2020; Independent Chair of the Board (2024-present) Committees: • Compensation • Governance & Public Policy • Special Programs Independent: Yes Age: 55 | Other current public directorships: • Dell Technologies Inc. Recent prior directorships: • Qualcomm Incorporated | | | 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) | |
Director Nominees
| 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. 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. As a result of his complex manufacturing expertise, his engineering background and his record of independent leadership at Boeing, on March 24, 2024, the Board elected Mr. Mollenkopf to serve as independent Chair of the Board. | Key skills and qualifications: Engineering/Technology Leadership Complex Manufacturing Expertise Risk Management CEO of a Large Company Senior Leadership Experience Human Capital Management Fortune 500 Board Experience International Leadership and Global Relationships |
Director Nominees
| 21 | | 2024 Proxy Statement |
Director Nominees
| 31st Chief of Naval Operations; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy | John M. Richardson Boeing director since: 2019 Committees: • Special Programs (Chair) • Aerospace Safety • Finance Independent: Yes Age: 63 | Other current public directorships: • BWX Technologies, Inc. • Constellation Energy Corporation Recent prior directorships: • The Exelon Corporation | | | Professional highlights: • 31st Chief of Naval Operations, U.S. Navy (2015-2019) • Director of the Naval Nuclear Propulsion Program, U.S. Navy (2012-2015) | |
Director Nominees
| Admiral Richardson brings deep expertise in safety, regulation, cybersecurity 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, oversight of cybersecurity issues, 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. Admiral Richardson is a member of the National Academy of Engineering. | Key skills and qualifications: Engineering/Technology Leadership Safety Risk Management Highly Regulated Industry Experience Cybersecurity/Digitalization Senior Leadership Experience Human Capital Management Fortune 500 Board Experience International Leadership and Global Relationships Senior U.S. Government/Military Experience |
Director Nominees
| | 2024 Proxy Statement | 22 |
Director Nominees
| Chairman and CEO, SUEZ SA | Sabrina Soussan Boeing director since: 2023 Committees: • Audit • Finance Independent: Yes Age: 54 | Other current public directorships: • None Recent prior directorships: • ITT Inc. • Schaeffler AG | | | 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) | |
Director Nominees
| Ms. Soussan has extensive international leadership experience and brings to the Board unique non-U.S. perspectives from her multiple CEO roles following a career of over 20 years at Siemens AG. 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. | Key skills and qualifications: Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience Cybersecurity/Digitalization CEO of a Large Company Senior Leadership Experience Climate Change Human Capital Management International Leadership and Global Relationships |
Director Nominees
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE 11 NOMINEES. |
Director Nominees
| 23 | | 2024 Proxy Statement |
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. 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.
Shareholder Outreach
| Topic | Recent Actions Informed by Shareholder Feedback | | Board Refreshment | • Added five new directors since 2021 and eight since the 2019 annual meeting to enhance the Board’s skills and diversity mix with extensive safety, engineering and aerospace expertise • Committed to the diversity of the Board’s own membership, with 45% of our director nominees and the current chairs of the Audit, Compensation and GPP Committees, being diverse with respect to gender and/or race/ethnicity | | Safety, Quality and Operations | • Continued extensive oversight by the Board of safety and quality matters and execution on development programs in both our defense and commercial businesses • Published Chief Aerospace Safety Officer Report | | Executive Compensation | • Established quantitative product-safety related metrics for named executive officer individual performance evaluations • Shifted our long-term program to incorporate performance RSUs (weighted at 55% of long-term incentives) that only pay out if we achieve pre-established free cash flow goals, strengthening alignment between pay and our business strategy • Enhanced disclosures, providing more explanation for the Compensation Committee’s executive pay decisions, including additional detail regarding the rationale for individual NEO compensation actions • For more details on our shareholder engagement process with respect to executive compensation in particular, see page 46 | | Environmental, Social & Governance | • Procured a workplace equity analytics platform to enhance our ability to conduct more frequent compensation reviews and real time analysis of the impact of pay changes and to help identify and resolve any inequities in compensation • Added disclosures in the proxy statement regarding director orientation, continuing education and Board oversight of management succession planning • Published our second annual Political Advocacy Report that consolidates, enhances and supplements disclosures that were previously available on our website, including advocacy priorities, oversight, trade association contributions of $25,000 or more, lobbying efforts, U.S. climate policy development, global advocacy, Boeing Political Action Committee contributions and compliance procedures • Disclosed a report on the Net Zero Indicator, which is defined as the Climate Action 100+ Benchmark’s Indicator 1, to supplement our annual Sustainability Report, in response to a Board-recommended shareholder proposal at our 2022 annual meeting • Published Global Equity, Diversity & Inclusion Report, outlining our progress in achieving our 2025 aspirations to advance representation and inclusion companywide and including our consolidated EEO-1 report |
Compensation Committee
| Recent Activities and Key Focus Areas | | • Solicited and responded to shareholder feedback regarding our executive compensation program to bolster alignment between the long-term interests of our leadership team and our shareholders • Introduced changes to our annual incentive plan to heighten focus on operational metrics including stability and quality, reducing the upper range of the NEO individual performance score from 200% to 120%, and establishing quantitative product safety-related metrics into individual NEO performance assessments • Shifted our long-term incentive program to incorporate performance RSUs with payout tied to achievement of the Company’s long-term free cash flow goals • Reviewing executive compensation trends and regulatory updates to ensure attraction, retention and promotion of senior leadership talent • Conducted thorough, multi-stage interview and selection process for new independent compensation consultant • See “Compensation Discussion and Analysis” beginning on page 45 for additional details about recent Compensation Committee actions and key focus areas |
Finance Committee
| • | our credit agreements and short-term investment policies; |
Governance & Public Policy Committee
| • | overseeing the annual performance evaluation process for the Board; |
Compensation of Directors
Compensation of Directors We have designed our nonemployee director compensation program to achieve the following objectives:
Compensation of Directors
| • | align directors’ interests with the long-term interests of our shareholders; |
Compensation of Directors
| • | attract and retain outstanding director candidates with diverse backgrounds and experiences; and |
Compensation of Directors
| • | recognize the substantial time commitment required to serve as a Boeing director. |
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 2023. See “Market Data and Compensation Peer Group” on page 55 for more information. Pay Governance LLC, or Pay Governance, served during 2023 as the GPP Committee’s independent consultant with respect to the compensation of our nonemployee directors.
Compensation of Directors
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Highlights of our Nonemployee Director Compensation Program
Highlights of our Nonemployee Director Compensation Program
Highlights of our Nonemployee Director Compensation Program
| ✓ | No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service. | | ✓ | Emphasis on Equity: There is an emphasis on equity in the overall compensation mix to further align interests with our shareholders. | | ✓ | Recognition of Special Roles: Special roles (such as Independent Chair and committee chairs) are fairly recognized for their additional time commitments. | | ✓ | Retainer Stock Units Distributed Only After Termination of Service: Retainer stock units granted to directors are distributed as shares of Boeing stock after termination of Board service, further aligning directors’ interests with the long-term interests of our shareholders. | | ✓ | Robust Stock Ownership Guidelines: Nonemployee directors with more than three years of Board service are required to own securities with a value of at least three times the annual cash retainer, and directors with more than six years of Board service are required to own securities with a value of at least five times the annual cash retainer fee. | | ✓ | Limited Perquisites and No Related Tax Gross-Ups: Other benefits, such as matching charitable contributions, are limited. |
Highlights of our Nonemployee Director Compensation Program
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 $31,000 per year. Mr. Calhoun does not participate in the nonemployee director compensation program.
2023 Director Compensation Table
2023 Director Compensation Table The following table sets forth 2023 compensation for each nonemployee director.
2023 Director Compensation Table
| Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert A. Bradway(4) | 155,000 | 200,000 | 31,089 | 386,089 | | Lynne M. Doughtie | 135,000 | 200,000 | 31,089 | 366,089 | | David L. Gitlin | 135,000 | 200,000 | 31,089 | 366,089 | | Lynn J. Good(5) | 155,000 | 200,000 | 31,089 | 386,089 | | Stayce D. Harris | 135,000 | 200,000 | 31,089 | 366,089 | | Akhil Johri(6) | 160,000 | 200,000 | 30,089 | 390,089 | | David L. Joyce(7) | 185,000 | 200,000 | 31,089 | 416,089 | | Lawrence W. Kellner(8) | 385,000 | 200,000 | 31,089 | 616,489 | | Steven M. Mollenkopf | 135,000 | 200,000 | 27,589 | 362,589 | | John M. Richardson(9) | 135,000 | 200,000 | 25,089 | 360,089 | | Sabrina Soussan(10) | 94,945 | 140,659 | — | 235,604 | | Ronald A. Williams(11) | 155,000 | 200,000 | 31,089 | 386,089 |
2023 Director Compensation Table
| (1) Reflects total cash compensation paid in 2023 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. |
2023 Director Compensation Table
| (2) 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 2023. 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, 2023 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. |
2023 Director Compensation Table
| Director | Accumulated Deferred Stock Units | | Robert A. Bradway | 11,300 | | Lynne M. Doughtie | 3,055 | | David L. Gitlin | 2,975 | | Lynn J. Good | 12,398 | | Stayce D. Harris | 4,362 | | Akhil Johri | 6,734 | | David L. Joyce | 4,643 | | Lawrence W. Kellner | 20,193 | | Steven M. Mollenkopf | 6,377 | | John M. Richardson | 4,323 | | Sabrina Soussan | 693 | | Ronald A. Williams | 25,634 |
2023 Director Compensation Table
| (3) Consists of gift matching of charitable contributions under the Board Member Leadership Gift Match Program (directors derive no financial benefit from these charitable contributions) and commemorative merchandise. 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 director, except as follows: (a) for Messrs. Bradway, Gitlin, Joyce, Kellner and Williams, Mses. Doughtie and Good and Lt. Gen. Harris, $31,000 in charitable gift matching; (b) for Mr. Johri, $30,000 in charitable gift matching; and (c) for Mr. Mollenkopf, $27,500 in charitable gift matching. |
2023 Director Compensation Table
| (4) Mr. Bradway served as Finance Committee Chair for all of 2023. |
2023 Director Compensation Table
| (5) Ms. Good served as Compensation Committee Chair for all of 2023. |
2023 Director Compensation Table
| (6) Mr. Johri served as Audit Committee Chair for all of 2023. |
2023 Director Compensation Table
| (7) Mr. Joyce served as Aerospace Safety Committee Chair for all of 2023. |
2023 Director Compensation Table
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2023 Director Compensation Table
| (8) Mr. Kellner served as Chair of the Board for all of 2023. |
2023 Director Compensation Table
| (9) Admiral Richardson served as Special Programs Committee Chair for all of 2023. |
2023 Director Compensation Table
| (10) Ms. Soussan was elected to the Board effective April 18, 2023. |
2023 Director Compensation Table
| (11) Mr. Williams served as GPP Committee Chair for all of 2023. |
Compensation Consultant
Compensation Consultant The Compensation Committee directly engaged Pay Governance to serve as its independent compensation consultant during most of 2023. The GPP Committee also engaged Pay Governance during 2023 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 applicable, reported directly to the committees, and did not provide any other services to Boeing. In late 2023, the Compensation Committee selected Frederic W. Cook & Co., Inc. (FW Cook) as its new independent compensation consultant and FW Cook will also support the GPP Committee on nonemployee director compensation matters in 2024. During 2023, FW Cook took direction from the Compensation Committee, reported directly to that committee, and did not provide any other services to Boeing. The Compensation Committee assessed the independence of Pay Governance and FW Cook pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent or have prevented such compensation consultant from independently advising the Compensation and GPP Committees. For more information, see “How Executive Compensation is Determined” on page 53.
Shareholder Engagement on Executive Compensation
| WHAT WE HEARD IN 2023 | OUR ACTIONS/PERSPECTIVE | | Annual Incentive Plan | | | Concern regarding range of discretion in determining NEO individual performance scores | While our annual incentive plan design is primarily based on pre-set quantitative metrics covering both financial and operational performance, each NEO’s individual performance score serves as a multiplier to annual incentive payouts, and can be used to increase or decrease that NEO’s payout. To address shareholder concerns about the potential range of scores, the Compensation Committee lowered the upper limit on NEO individual performance scores from 200% to 120%, beginning with 2023 annual incentive payout decisions. | | Concern regarding use of discretion in determining Company Performance Scores | Some shareholders also inquired about the Compensation Committee’s use of discretion in determining the Company Performance Scores under our annual incentive plan. Our plan includes a limited adjustment framework that allows the Compensation Committee to set goals that hold management accountable for achieving appropriately challenging strategic targets and managing risk, while providing the Compensation Committee with flexibility to make limited adjustments where necessary to more accurately reflect the Company’s core operating performance. The Compensation Committee made no upward adjustments to outcomes under our annual incentive plan for 2023, but did make a downward adjustment to revenue for our defense business, for incentive plan purposes only, as described in more detail starting on page 60. | | Long-Term Incentive Program | | | Preference for long-term incentive awards with pre-established metrics directly linked to Company financial performance goals | In early 2023, we redesigned our long-term incentive program to eliminate stock options and instead move to a new combination of 55% performance restricted stock units, or PRSUs, and 45% restricted stock units, or RSUs. Our 2023 PRSUs will cliff-vest at the end of a three-year service period, and will pay out between 0% to 200% of the target number of units granted based on the Company’s performance against pre-established cumulative free cash flow goals over the 2023-2025 performance period. More details regarding our 2023 long-term incentive program can be found on page 59. Our 2024 long-term incentive program follows a similar structure but also incorporates a product safety downward modifier in addition to financial metrics, as described on page 67. | | Concern regarding special equity awards issued outside our long-term incentive program | As described in last year’s proxy statement, the Board unanimously approved a special matching award of 25,000 RSUs to Mr. Calhoun in February 2023, matching the number of shares of Company stock voluntarily purchased by Mr. Calhoun on the open market in November 2022. Mr. Calhoun’s personal decision to purchase Company shares was a demonstration of his confidence and conviction in achieving our 2025/2026 financial objectives. This RSU award was intended to strengthen the Company’s ability to achieve those goals under Mr. Calhoun’s leadership, in a manner that further aligns Mr. Calhoun’s interests with those of our shareholders. The Board and the Compensation Committee will continue to make decisions regarding future awards on a case-by-case basis. We acknowledge and agree with shareholders who expressed the view that such awards should be infrequent and, where granted, should be fully and transparently explained. No other special awards outside our long-term incentive program were granted in 2023 or early 2024. |
How Our Pay Programs Drive Product Safety
How Our Pay Programs Drive Product Safety As described in the chart above, we began incorporating quantitative product safety metrics into our annual incentive plan starting in 2021 after the tragic 737 MAX accidents. We did this through the operational performance score, a weighted component of the Company Performance Scores used to determine incentive payouts. Approximately 110,000 of our employees, including our most senior executives, participate in plans governed by the Company Performance Scores. In 2023, product safety performance was measured in our annual incentive plan through a stability metric, measuring delivery performance improvement in our three business units, and a quality metric, measuring improvement in our enterprise-wide rework percentage. These metrics were chosen because we believe that a stable production system where little to no rework is required is the foundation for producing consistently safe and reliable products. As illustrated on page 61, we largely did not achieve our 2023 targets for stability and quality. Several factors contributed to this outcome, but the primary driver was rework arising from supplier quality escapes. Those results negatively impacted incentive payouts, but more importantly, highlighted the opportunity before us to continue driving necessary product safety improvements in our operating systems. In early 2024, following the Alaska Airlines accident, we further evolved our annual incentive plan design to place significantly heavier weighting on safety operational performance, as described in more detail on page 66. In 2023, we also developed quantitative product safety-related goals for each of our NEOs. Performance against these pre-set metrics, as well as each executive’s overall contributions with respect to safety and quality, were considered by the Compensation Committee in determining each NEO’s individual performance score. See page 53 for information about the Aerospace Safety Committee’s role in this process. Additional detail regarding the product safety metrics, and our NEOs’ individual performance, can be found on page 58 and starting on page 62.
How We Align Pay to Shareholder Interests
| Pay for Performance | A significant portion of pay for senior leaders is at risk and directly linked to individual and Company performance, including operational and financial performance that drives the creation of long-term shareholder value. Individual performance is assessed under our Seek, Speak & Listen framework. Leaders are held accountable for business outcomes. | | Commitment to Core Values | Pay is directly linked to the executive’s commitments to safety, quality and our other core values, and incorporates specific and measurable metrics relating to safety and quality. Pay is subject to clawback, including in the event of certain types of misconduct or negligent conduct, particularly where such behavior compromises the safety of our products or services. | | Market-Driven Competitive Pay | Pay is benchmarked against market data and our 19-member peer group as a starting point, with flexibility to adjust compensation elements based on a range of factors, including job requirements, internal pay data, business needs, unique market considerations and the executive’s experience, qualifications and performance, in order to attract and retain critical talent. | | Long-Term Focus | Pay is heavily weighted toward long-term stock-based components reflecting the length of our business cycle, driving focus on strategic long-term priorities. Annual and short-term incentives are designed within the construct of multi-year business plans. | | Risk Reduction and Mitigation | Compensation programs are carefully structured to incentivize strong performance without creating undue risk or an environment where short-term goals take precedence over long-term sustainable growth. |
Overview of 2023 Compensation Structure
| | FIXED | VARIABLE (AT-RISK) | | | | Name | Base Salary ($) | Annual Incentive Target ($) | Long-Term Incentive Award—Target Value ($) | 2023 Target Total Direct Compensation ($) | | David L. Calhoun | 1,400,000 | 2,800,000 | 21,250,000 | 25,450,000(1) | | Brian J. West | 1,000,000 | 1,100,000 | 8,000,000 | 10,100,000 | | Stephanie F. Pope | 1,000,000 | 1,000,000 | 5,500,000 | 7,500,000 | | Stanley A. Deal | 1,100,000 | 1,500,000 | 8,400,000 | 11,000,000 | | Theodore Colbert III | 1,000,000 | 1,000,000 | 6,000,000 | 8,000,000 |
Overview of 2023 Compensation Structure
| (1) Mr. Calhoun also received a special matching award of 25,000 RSUs in February 2023, matching the number of shares he personally purchased on the open market in November 2022. This award had a target value of $5,358,625. |
Overview of 2023 Compensation Structure
Annual and Long-Term Incentive Design. Our annual and long-term incentives are designed to be at risk, meaning their payout value is dependent on our financial and operational performance, individual performance and/or our stock price performance over the applicable performance period. Below we summarize the metrics and design features applicable to these elements in 2023:
Overview of 2023 Performance-Based Compensation Outcomes
| 2023 Annual Incentive Plan. Although our CEO’s annual incentive target was set at $2,800,000, following the Alaska Airlines accident, Mr. Calhoun communicated to the Board in early February 2024 that he was declining to be considered for any annual incentive payout for 2023. Accordingly, Mr. Calhoun did not receive any award payout for the 2023 performance year. | |
Overview of 2023 Performance-Based Compensation Outcomes
With respect to our other NEOs’ participation in our annual incentive plan, our 2023 performance under our annual incentive metrics is summarized below. Detailed information on the targets and results under our annual incentive plan can be found starting on page 60. This performance resulted in the following Company Performance Scores for 2023.
Overview of 2023 Performance-Based Compensation Outcomes
| For our NEOs other than Mr. Calhoun, payouts under our annual incentive plan were determined by multiplying each NEO’s target award by the applicable Company Performance Score and the NEO’s individual performance score. Based on recommendations from the CEO, the Compensation Committee approved individual performance scores for our NEOs in February 2024, as set forth to the right. 2021-2023 Long-Term Incentive Program. Our long-term incentive awards for the 2021-2023 performance period were granted in the form of equally weighted premium-priced stock options (PPSOs) and time-vested RSUs. Outcomes for these awards following conclusion of the three-year vesting period are presented below. | |
Role of Board, Management and Consultants
| Compensation Committee | Independent Compensation Consultant | Aerospace Safety Committee | | • Reviews and approves 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 | • 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 Committee and independent directors on performance of executive officers impacting product safety • Consults with Compensation Committee on incentive plan metrics relating to product safety | | | | GPP 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 |
Independent Compensation Consultant
Independent Compensation Consultant Pay Governance. The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant during most of 2023. The GPP Committee also engaged Pay Governance during 2023 to serve as its independent compensation consultant relating to nonemployee director compensation, as described on page 41. 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. Transition to FW Cook. In late 2023, the Compensation Committee selected Frederic W. Cook & Co., Inc. (FW Cook) as its new independent compensation consultant. FW Cook was engaged to provide refreshed insight on pay design, investor expectations, competitive market analysis and best practice governance standards. FW Cook will also support the GPP Committee on nonemployee director compensation matters in 2024. During 2023, FW Cook took direction from the Compensation Committee, reported directly to that committee and did not provide any other services to Boeing.
Independent Compensation Consultant
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Independent Compensation Consultant
Independence assessment. The Compensation Committee assessed the independence of both Pay Governance and FW Cook pursuant to SEC and NYSE rules and determined that no conflict of interest existed or exists that would prevent either firm from independently representing the Compensation and GPP Committees. In making these assessments, 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 or FW Cook.
Market Data and Compensation Peer Group
Market Data and Compensation Peer Group Given the complexity and scale of our business operations, we compete with a wide variety of companies for executive talent. To ensure that our pay program is competitive, we typically utilize market data as a starting reference point when making executive pay decisions. We maintain a compensation peer group comprised of leading U.S.-based companies, with an emphasis on aerospace and/or industrial manufacturing companies, that have a technology focus, large global operations, a diversified business structure and/or roughly comparable total assets, revenues and market capitalization. We also use this peer group as a comparison reference point for the design of our annual and long-term incentive programs and our limited executive perquisite offerings. On at least an annual basis, the Compensation Committee, working with its independent compensation consultant, reviews the composition of this peer group and determines whether any changes should be made. In 2023, Boeing’s primary peer group consisted of the 19 companies listed below.
Market Data and Compensation Peer Group
| 2023 COMPENSATION PEERS | | | | 3M | Ford | Microsoft | | AT&T | General Dynamics | Northrop Grumman | | Caterpillar | Honeywell | Procter & Gamble | | Chevron | IBM | Raytheon Technologies | | Cisco Systems | Intel | United Parcel Service | | ExxonMobil | Johnson & Johnson | Verizon Communications | | | Lockheed Martin | |
Market Data and Compensation Peer Group
This same group of companies has constituted our peer group since 2018 (with changes made solely to reflect merger and divestiture activity within the group). The Committee made the decision to retain this peer group, over a period in which the Company experienced severe impacts to its financial results due to the 737 MAX grounding and impact of the COVID-19 pandemic, in order to ensure a consistent approach towards developing and maintaining competitive pay levels and programs through our recovery, and to retain and motivate leaders needed to rebuild the Company’s financial strength back up to (and beyond) pre-2019 levels. Our primary data sources for peer group compensation are proxy statements and other SEC filings, supplemented by survey data provided by Willis Towers Watson and obtained through its 2022 Executive Compensation Survey. For certain roles, a custom analysis of manufacturing company pay information from the Willis Towers Watson 2022 Executive Compensation Survey was also used as a reference point for making pay decisions. For all our NEO positions, benchmarking data is compiled for the 25th, 50th and 75th percentiles for each element of compensation (base salary, annual incentive target and long-term incentive target) as well as total direct compensation. The Compensation Committee generally focuses on a broad range around the median as a starting point, but also considers other factors including job requirements, internal pay data, business needs, unique market considerations and the executive officer’s experience, qualifications and performance when making individual pay decisions.
Market Data and Compensation Peer Group
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Annual Incentive Plan
Annual Incentive Plan The annual incentive plan is designed to drive near-term program execution and operational excellence, as well as to differentiate executives based on individual performance. The Compensation Committee sets annual incentive award targets for executive officers as cash-denominated targets independent of base salary rates (instead of a fixed percentage of base salary), in order to give the Compensation Committee more flexibility in adjusting this element of compensation and taking into account individual NEO performance. In 2023, no changes were made to the annual incentive targets for our NEOs other than Ms. Pope (see “2023 NEO Pay Decisions” starting on page 62 for more details). Actual incentive awards are determined as follows: Company Performance Score. The Company performance metrics driving our annual incentive plan payouts are measured through a formulaic Company Performance Score. 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. 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. For each of the financial and operational performance score components, 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, with a score of 100% corresponding to target performance.
Annual Incentive Plan
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Annual Incentive Plan
As this score incorporates 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. For executive officers who are not aligned to a specific business unit, including our CEO and CFO, business unit performance is calculated as the average for our three business units. The 2023 structure was largely consistent with the prior year’s design, but with the following changes:
Annual Incentive Plan
| • | For the financial performance score component: |
Annual Incentive Plan
| • | The weightings of total Company and business unit performance in the financial performance score were adjusted, from an equal 50/50 weighting to 67% total Company and 33% business unit. This change was designed to prioritize the overall financial recovery of our Company as measured through free cash flow (our key indicator of financial health and the primary metric at the total Company level). The business unit metrics were equally weighted between revenue and operating earnings, to focus each business on meeting customer commitments and maintaining financial discipline. |
Annual Incentive Plan
| • | The weighted payout range for financial performance was changed from 0% to 175% in 2022 to 0% to 150% in 2023, in order to accommodate the broader payout range allocated to the operational performance score component (0% to 50%, as compared to 0% to 25% in 2022). |
Annual Incentive Plan
| • | The range of percentage scores that could be assigned to any metric under the curve established by the Compensation Committee was 0% to 200%, as compared to 0% to 233% in 2022. |
Annual Incentive Plan
| • | For the operational performance score component: |
Annual Incentive Plan
| • | The weighted payout range was changed from 0% to 25% in 2022 to 0% to 50% in 2023. This change was made to allow the Compensation Committee to score performance in these operational metrics at threshold, target, and stretch levels of performance. |
Annual Incentive Plan
| • | We adopted a new stability metric in 2023, measuring product and services delivery performance improvement across each of our three business units. Together with the quality metrics, this new metric was designed to institutionalize product safety and help assess our progress in continuing to embed our Safety Management System, or SMS, into our culture and operating processes. |
Annual Incentive Plan
Financial performance metrics. The specific metrics and weightings used to determine financial performance for our 2023 annual incentive plan, and the specific business objectives driven by each of those metrics, are set forth below. At the total Company level, the significant weighting towards free cash flow, as well as the increased weighting for total Company performance, was designed to focus our executives on prioritizing our overall financial recovery and achieving the free cash flow goals communicated to shareholders at our November 2022 Investor Conference. We consider free cash flow to be the most significant indicator of the health of our business over both the near- and long-term, given the debt that we carry and the length of our product cycles. At the business unit level, two equally weighted metrics—operating earnings and revenue—were selected to drive each business’s focus on meeting customer commitments, maintaining strong financial discipline and executing on our business plan.
Annual Incentive Plan
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Annual Incentive Plan
Limited adjustment framework. The Compensation Committee limits its ability to adjust reported financial results for incentive plan purposes to circumstances where such adjustments are necessary to more accurately reflect the core operating performance of the Company. These limited adjustments may have either unfavorable or favorable impacts on results. No upward adjustments to reported results were applied for 2023. Financial performance outcomes for 2023 are illustrated in more detail on page 60 under “2023 Company Performance Results.” Operational performance metrics. In 2023, the Compensation Committee continued to incorporate operational performance as part of our annual incentive program and expanded the weighted payout range attributable to operational performance up to 50% (as compared to 25% in 2022). These operational goals were focused on five areas: stability, quality, employee safety, climate and ED&I. The stability metric, which measures the level of improvement in our products and services delivery performance across our three business units, was newly incorporated in 2023 as a way to assess our institutional progress in continuing to embed product safety into our culture and operations. Together with the quality metric, the new stability goal reflects our commitment to the safety of our products. A production system that is stable and that requires our factories to do little rework underpins safe and reliable products.
Annual Incentive Plan
| Individual Performance Score. The individual performance score for each NEO, which is the typical outcome of our individual performance assessment process described on page 54, acts as a multiplier to the incentive payout calculated based on each NEO’s target and the applicable Company Performance Score. For 2023, consideration of individual performance included achievement against product safety metrics for each NEO. Our CEO declined to be considered for an annual incentive payout for 2023 following the Alaska Airlines accident in early 2024; accordingly, Mr. Calhoun’s payout was set at zero. The factors considered by the Compensation Committee in determining the scores for our other NEOs are described in under “2023 NEO Pay Decisions” starting on page 62. In response to shareholder feedback, starting with 2023 performance assessments, the maximum score was reduced from 200% to 120%. The low end of the range remained 0%. | |
Annual Incentive Plan
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Long-Term Incentive Program
Long-Term Incentive Program As described in more detail in “Shareholder Engagement on Executive Compensation” on page 46, among the feedback we heard from certain shareholders was a preference for returning to long-term incentive vehicles with pre-established metrics directly linked to Company financial performance. Following the Company’s resumption of providing financial guidance to shareholders at our November 2022 Investor Conference, the Compensation Committee adjusted the mix of long-term incentive award vehicles for 2023 to eliminate stock options and move to 55% PRSUs and 45% RSUs. Continuing a policy adopted in 2022, our 2023 long-term incentive awards require that the executive must complete our Safety Management System training during the grant year as a condition of vesting in the award. Both PRSUs and RSUs require three years of continuous service in order to vest, except in cases of qualifying retirements, layoff, death or long-term 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 age 55 with at least ten years of service (based on the number of months employed during the vesting period) or layoff, 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 2021, our CEO’s long-term incentive awards also contain additional provisions prohibiting distribution of earned PRSUs and RSUs 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 long-term performance while he is serving as our CEO and beyond.
Long-Term Incentive Program
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2023 Annual Incentive Plan
2023 Annual Incentive Plan Financial performance results. 2023 performance with respect to our annual financial metrics is set forth below. At the time of goal-setting in February 2023, the Compensation Committee considered the potential impact to financial results of instability in our first-tier supply chain. The Compensation Committee made the decision to set financial targets for 2023 without regard to this potential negative impact, and instead determined that any impact of supply chain constraints on financial performance would be assessed following the end of the performance year, within the limited adjustment framework described on page 58. After year-end, the Compensation Committee considered the actual impact of labor challenges and nonconformances at our largest suppliers, and although the plan framework allowed for an upward adjustment to account for these significant supply chain factors, the Compensation Committee ultimately determined not to adjust for these factors.
2023 Annual Incentive Plan
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2023 Annual Incentive Plan
The Compensation Committee further considered and ultimately approved a downward adjustment to revenue for our defense business, for incentive plan purposes, from $24.9 billion to $24.3 billion, to account for revenue recorded within our satellites business that was not considered in our financial targets for 2023. Operational performance results. 2023 performance with respect to our operational performance metrics is set forth below. 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 2023.
2023 Annual Incentive Plan
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2021-2023 Long-Term Incentive Program
2021-2023 Long-Term Incentive Program Vesting of 2021-2023 Long-Term Incentive Awards. Our NEOs (other than Mr. West, who was hired in August 2021 and did not receive grants under our long-term incentive program until the following year) received long-term incentive awards for the 2021-2023 performance period in the form of equally weighted premium-priced stock options, or PPSOs, and time-vested RSUs. These PPSOs and RSUs vested on February 17, 2024 and February 20, 2024, respectively. PPSOs were issued with an exercise price equal to 120% of the grant date fair market value of one share of our stock, or $258.83. On the vesting date, which fell on a weekend, the fair market value of a share of Company stock was $203.93 (the average of the high and low trading prices on the immediately preceding trading day). Accordingly, the exercisable value of these PPSOs on the vesting date was zero for all NEOs. Our time-vested RSUs were issued with a grant date fair market value per share of $215.70, and vested at a fair market value of $204.15 per share. Overall, the value realized by our NEOs as of the vesting date with respect to their 2021-2023 long-term incentive awards represented 47% of the target value of those awards (calculated assuming zero exercisable value for vested underwater PPSOs). Vested PPSOs will remain exercisable until the tenth anniversary of the grant date, subject to the executive’s continuous employment through that date or earlier retirement if the executive qualifies as retirement-eligible (at least age 55 with ten years of service, or at least age 62 with one year of service). If the executive terminates for any reason other than qualifying retirement prior to the tenth anniversary of the grant date, the exercisability of vested PPSOs will depend on the type of termination:
2021-2023 Long-Term Incentive Program
| • | Layoff, death or long-term disability: PPSOs remain exercisable until the earlier of the fifth anniversary of the grant date or the normal expiration date. |
2021-2023 Long-Term Incentive Program
| • | Termination for cause: PPSOs immediately expire. |
2021-2023 Long-Term Incentive Program
| • | Termination for any other reason: PPSOs remain exercisable until the earlier of 90 days following termination or the tenth anniversary of the grant date. |
2021-2023 Long-Term Incentive Program
Our CEO’s 2021-2023 long-term incentive awards contain special restrictions designed to ensure that this significant component of his pay remains firmly linked to the Company’s long-term performance while is serving as our CEO and beyond:
2021-2023 Long-Term Incentive Program
| • | Our CEO may not sell or otherwise transfer any shares acquired through exercise of PPSOs while he is employed by the Company. |
2021-2023 Long-Term Incentive Program
| • | Our CEO will not receive distribution of vested RSUs until he leaves the Company, and thereafter in ten annual installments. |
2023 NEO Pay Decisions
Boeing’s Board of Directors asked Mr. Calhoun to become Boeing’s CEO in January 2020, at a time when the Company was confronting one of the more serious challenges in its long history and working to restore public, regulator and customer confidence in the wake of two tragic 737 MAX accidents. When he stepped into the role, the 737 MAX had been grounded for ten months, with months of work ahead of the Company to return the 737 MAX safely to service. From his first day as CEO, and in each day on the job since, Mr. Calhoun’s primary focus has been on strengthening the Company’s product safety and quality systems—including by enhancing Boeing’s engineering excellence and independence, and by working to build a culture in which employees feel encouraged and empowered to raise issues and concerns. In March 2020, COVID lockdowns began to spread throughout the world, leading to a greater than 60% reduction in global air travel and the greatest disruption in the history of modern commercial aviation. The first reported case of COVID in the United States occurred at a Puget Sound nursing home located between two of Boeing’s largest facilities, necessitating the shutdown of Boeing’s production factories. Mr. Calhoun voluntarily waived his salary for the rest of 2020 along with a guaranteed first year bonus that was part of his initial hiring compensation. In addition, in large part as a result of these events, his 2020 performance equity grant paid out at zero. Unlike many companies, Boeing never adjusted its long-term or annual incentive targets to account for COVID. Throughout his tenure, as part of Mr. Calhoun’s focus on safety and quality, he has demanded transparency within Boeing and with our customers, our regulators and the flying public. He has also made a number of decisions that, in the Board’s judgment, were in the long-term interest of Boeing, even if they came at the expense of achieving near-term financial or operational goals. While the Alaska Airlines Flight 1282 accident shows that Boeing has much work yet to do, the Board believes that Mr. Calhoun has responded to this event in the right way by taking responsibility for the accident, engaging transparently and proactively with regulators and customers and taking important steps to strengthen Boeing’s quality assurance—not only within Boeing factories but in the supply chain as well. The 737 MAX accidents and COVID have combined to create tremendous stress on the Company’s manufacturing operations and supply chain. However, the Board believes that Mr. Calhoun’s primary focus on safety, quality and transparency is exactly what Boeing has needed, and continues to need. In granting Mr. Calhoun’s long-term incentive award and special RSU matching award in February 2023, the Compensation Committee and the Board took into consideration Mr. Calhoun’s prior long-term incentive grants and the significant impact of the COVID-19 pandemic on those awards. As the Company continues its efforts to restore stability and public confidence during a pivotal period of transition for Boeing, it bears emphasis that Mr. Calhoun’s 2023 awards were designed to emphasize the importance of long-term shareholder value growth and to reinforce alignment of Mr. Calhoun’s interests with those of our shareholders, as well as to incentivize the performance necessary to achieve our long-term business goals. Base Salary. No adjustments were made in 2023 to Mr. Calhoun’s base salary of $1,400,000. Annual Incentive Plan Target and Payout. No adjustments were made in 2023 to Mr. Calhoun’s annual incentive target of $2,800,000. In early February 2024, following the Alaska Airlines accident, Mr. Calhoun declined to be considered for an annual incentive payout, and the Board honored that request. Long-Term Incentive Award and Special RSU Matching Award. In February 2023, for the reasons described above and on page 62, the Compensation Committee recommended, and the Board approved, a long-term incentive award of $21,250,000 for Mr. Calhoun for the 2023-2025 performance period. Mr. Calhoun’s long-term incentive awards contain special provisions prohibiting distribution of vested PRSUs and RSUs until he separates from the Company and thereafter in ten annual installments, in order to ensure that this significant component of his total target pay remains firmly linked to the Company’s long-term performance while he is serving as our CEO and beyond. In February 2023, the Board also granted Mr. Calhoun a special matching award of 25,000 RSUs. Half of this grant vested on February 16, 2024, and the remainder will vest on February 18, 2025 subject to his continued employment through that date. However, no shares will be distributed to Mr. Calhoun until the later of the fourth anniversary of the grant date or Mr. Calhoun’s separation from the Company. Furthermore, any unvested portion of this special award will be forfeited if he voluntarily leaves the Company prior to the vesting date. Any unvested portions of the award will vest in full in the event of Mr. Calhoun’s termination from the Company due to death, long-term disability or layoff.
2023 NEO Pay Decisions
Base Salary. No adjustments were made in 2023 to Mr. West’s base salary of $1,000,000. Annual Incentive Plan Target and Payout. No adjustments were made in 2023 to Mr. West’s annual incentive target of $1,100,000. In February 2024, the Compensation Committee approved an annual incentive payout of $1,089,000 for Mr. West, determined by multiplying his target by the enterprise Company Performance Score, and multiplying the product by an individual performance score of 110%. This individual score reflected the Compensation Committee’s assessment of Mr. West’s strong stewardship of our finance function during 2023 and his performance against his individual product safety-related goals established by the Compensation Committee in early 2023:
2023 NEO Pay Decisions
Long-Term Incentive Award. In February 2023, for the reasons described on page 62, the Compensation Committee approved a long-term incentive award of $8,400,000 for Mr. Deal for the 2023-2025 performance period. On March 25, the Company announced that, as of that date, Mr. Deal will be stepping down as President and CEO of Commercial Airplanes and that Stephanie Pope will be taking his place in that position.
2023 NEO Pay Decisions
Base Salary. No adjustments were made in 2023 to Mr. Colbert’s base salary of $1,000,000. Annual Incentive Plan Target and Payout. No adjustments were made in 2023 to Mr. Colbert’s annual incentive target of $1,000,000. In February 2024, the Compensation Committee approved an annual incentive payout of $600,000 for Mr. Colbert, determined by multiplying his target by the Company Performance Score for the defense business, and multiplying the product by an individual performance score of 75%. Mr. Colbert’s individual score of 75% reflected the challenges faced by the defense business in 2023, including development and non-development program write-downs and program delays and delivery impacts arising from performance issues. The score also reflected Mr. Colbert’s achievements throughout the year, including the following:
2023 NEO Pay Decisions
Long-Term Incentive Award. In February 2023, for the reasons described on page 62, the Compensation Committee approved a long-term incentive award of $6,000,000 for Mr. Colbert for the 2023-2025 performance period.
Changes to our 2024 Annual Incentive Plan
Changes to our 2024 Annual Incentive Plan In January 2024, following the Alaska Airlines Flight 1282 accident and our assessment of performance against our operational product safety metrics of stability and quality during 2023, we initiated a comprehensive review of our annual incentive plan design to determine if changes were warranted. In this effort, we were informed by feedback from shareholders. Following this review, we made the following changes to our annual incentive plan for 2024:
Changes to our 2024 Annual Incentive Plan
| • | Weightings of financial and operational performance for Commercial Airplanes. In 2023, the Company Performance Scores for all three business units were weighted 75% towards financial performance and 25% towards operational performance. In 2024, the score for our commercial airplanes business will be weighted 60% towards operational performance, and 40% towards financial performance. |
Changes to our 2024 Annual Incentive Plan
| • | Operational performance metrics. In recognition of the progress towards safety and quality that must be made across our enterprise, our operational performance metrics will be focused entirely on quality and safety goals. For Commercial Airplanes, these metrics will include reduction in rework and traveled work, completion of 787 join verification rework, delivery of 737 MAX inventory built prior to 2023 and reduction in employee injury rates. |
Changes to our 2024 Annual Incentive Plan
| • | Financial performance metrics. In 2023, the financial performance component of our design was weighted 67% towards total Company performance and 33% towards business unit performance. In 2024, total Company and business unit performance will be equally weighted, in order to drive greater accountability for financial outcomes at the business unit level. Free cash flow will be the sole metric measured at the total Company level. At the business unit level, performance in revenue and operating earnings will contribute to incentive payouts, except for our defense business, where operating earnings will be the sole financial metric. |
Changes to our 2024 Annual Incentive Plan
| | 2024 Proxy Statement | 66 |
Changes to our 2024-2026 Long-Term Incentive Program
Changes to our 2024-2026 Long-Term Incentive Program In early 2024, the Compensation Committee approved a long-term incentive award structure similar to that first implemented in 2023, comprised 45% of time-vested RSUs and 55% of PRSUs that will pay out between 0% and 200% of the target number of units granted based on the achievement of free cash flow goals over the 2024-2026 performance period. New for 2024, our PRSUs incorporate a product safety downward modifier, under which the NEOs’ calculated payout following the end of the three-year performance period may be reduced by 25% or down to 0% if two product safety operational goals are not timely completed. These two goals require (1) the design and deployment of an employee culture survey aimed at assessing how deeply and effectively our Safety Management System is inculcated in our workforce, and (2) the development and implementation of operational control limits for several programs (including the 737 program) that include measures for determining when a safety risk assessment is required before a product can move past a specified point in our production system. Unless these goals are both completed by or before year-end 2024, the 2024-2026 PRSU payout will be subject to either 25% reduction (if goals are completed in 2025) or reduction to 0% (if goals are completed after 2025). Progress towards completion of these two goals will be overseen by the Aerospace Safety Committee and subject to final certification by the Compensation Committee. In accordance with its normal process, the Compensation Committee also set long-term incentive targets for each executive officer. However, after approving the long-term incentive targets for our senior executives, the Board and the Compensation Committee made the decision to reduce each executive’s long-term incentive award by the percentage decline in the Company’s stock price between January 5, 2024 (the day of the Alaska Airlines Flight 1282 accident) and the grant date. This decision was implemented to hold our leadership team accountable for the decline in our stock price following the accident, and resulted in an approximately 22% reduction in long-term incentive grant values as compared to target values for our senior leadership team. The impact of this decision process on our CEO’s 2024 long-term incentive award, and a comparison against his 2023 award, is shown below.
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 2023.
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 RSUs and PRSUs is determined by reference to the average of the high and low prices of a share of Boeing stock on the grant date. Executive officers who join the Company after the February grant date are generally eligible for their first long-term incentive awards the following February.
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.
Compensation and Risk
| ✓ | Benchmarking of individual executive pay against market data for comparable executive roles at an appropriate set of peer companies; |
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; |
Compensation and Risk
| ✓ | Consultation between the Compensation Committee and Aerospace Safety Committee on appropriate safety-related metrics for incentive programs and individual performance assessments for our executive officers; |
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 product safety); |
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; |
Compensation and Risk
| ✓ | No employment agreements with executive officers (except where required by non-U.S. local law); |
Compensation and Risk
| ✓ | Compensation Committee-approved limits on annual incentive awards; |
Compensation and Risk
| ✓ | Compensation Committee annual and ongoing review of our compensation plans and programs as advised by its independent compensation consultant; |
Compensation and Risk
| ✓ | Adjustments to financial and operational results impacting incentive plan payouts are limited to circumstances where such adjustments are necessary to more accurately reflect the core operating performance of the Company; and |
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 2023. 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 2023. Following engagement of our new independent compensation consultant, FW Cook, in late 2023, FW Cook conducted a similar review of our annual and long-term incentive program design for 2024, and presented its conclusion to the Compensation Committee in February 2024 that our plans do not encourage inappropriate risk taking.
Summary Compensation Table
Summary Compensation Table The following table sets forth information regarding compensation for each of our 2023 named executive officers.
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($)(2) | Bonus ($) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7)(8) | Total ($) | | David L. Calhoun President and Chief Executive Officer | 2023 | 1,400,000 | — | 30,231,750 | — | — | — | 1,138,769 | 32,770,519 | | | 2022 | 1,400,000 | — | 8,500,000 | 8,500,000 | 3,418,800 | — | 778,378 | 22,597,178 | | | 2021 | 1,400,000 | — | 8,000,000 | 8,000,000 | 3,381,840 | — | 385,570 | 21,167,410 | | Brian J. West Chief Financial Officer | 2023 | 1,000,000 | — | 9,364,000 | — | 1,089,000 | — | 457,638 | 11,910,638 | | | 2022 | 1,000,000 | — | 3,000,000 | 3,000,000 | 1,343,100 | — | 456,757 | 8,799,857 | | | 2021 | 307,692 | 750,000 | 3,000,000 | 3,000,000 | 433,569 | — | 204,916 | 7,696,177 | | Stephanie F. Pope CEO, Global Services | 2023 | 959,231 | — | 6,437,750 | — | 1,368,500 | 118,720 | 772,022 | 9,656,223 | | Stanley A. Deal CEO, Commercial Airplanes | 2023 | 1,100,000 | — | 9,832,200 | — | 756,000 | 338,125 | 512,651 | 12,538,976 | | | 2022 | 1,100,000 | — | 2,800,000 | 2,800,000 | 1,740,000 | — | 361,396 | 8,801,396 | | | 2021 | 1,100,000 | — | 2,350,000 | 2,350,000 | 1,287,440 | — | 285,367 | 7,372,807 | | Theodore Colbert III | 2023 | 1,000,000 | — | 7,023,000 | — | 600,000 | — | 340,171 | 8,963,171 | | CEO, Defense, Space & | 2022 | 966,154 | — | 2,000,000 | 2,000,000 | 899,863 | — | 425,846 | 6,291,863 | | Security | 2021 | 875,000 | — | 1,750,000 | 1,750,000 | 1,196,528 | — | 163,632 | 5,735,160 |
Summary Compensation Table
| (1) Titles reflect principal position held during 2023. On March 25, 2024, we announced that Mr. Deal will retire from the Company and that Ms. Pope has replaced him as President and Chief Executive Officer, Commercial Airplanes, in addition to continuing to serve as Executive Vice President and Chief Operating Officer. |
Summary Compensation Table
| (2) Amounts reflect base salary paid in the year, before any deferrals at the executive’s election. |
Summary Compensation Table
| (3) Amounts reflect the aggregate grant date fair value of RSUs and PRSUs granted in the year computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. These amounts have not been paid to or realized by the executive. There is no guarantee that, if and when these RSUs and PRSUs vest, they will have this value. For Mr. Calhoun, the amounts shown for 2023 include the grant date fair value of RSUs ($9,562,500) and PRSUs (accounting value $15,310,625) granted under our long-term incentive program as well as his special RSU matching award ($5,358,625). For the PRSUs granted in 2023 to all NEOs, the calculations reflect an accounting value of 131% of the target value; as of December 31, 2023, these PRSUs had an accounting value of 81% of the target value. Assumptions used in the calculation of these values are included in Note 17 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. Payouts for PRSUs may range from 0% to 200% of the target number of units granted dependent on performance. If the maximum level of performance were to be achieved for these PRSUs, the grant date fair value for PRSUs would be $23,375,000 for Mr. Calhoun, $8,800,000 for Mr. West, $6,050,000 for Ms. Pope, $9,240,000 for Mr. Deal and $6,600,000 for Mr. Colbert. The grant date fair value of each RSU and PRSU award in 2023 is set forth in the 2023 Grants of Plan-Based Awards table on page 74. |
Summary Compensation Table
| (4) Amounts reflect the grant date fair value of stock options granted in the year computed in accordance with FASB ASC Topic 718. These amounts have not been paid to or realized by the executive. Assumptions used in the calculations of these values are included in Note 17 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. |
Summary Compensation Table
| (5) Amounts reflect annual incentive compensation, which is based on total Company, business unit and individual performance, including amounts deferred under our deferred compensation plan. The target and maximum amounts for annual incentive awards for 2023 are reflected in the 2023 Grants of Plan-Based Awards table on page 74. For 2023, Mr. Calhoun declined to be considered for an annual incentive payout. |
Summary Compensation Table
| (6) No defined benefits have accrued since the end of 2015. Amounts for 2023 reflect aggregate increases in the actuarial present value of the executive’s accumulated benefit 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 “2023 Pension Benefits” beginning on page 76. None of the NEOs received any earnings on their deferred compensation based on above-market or preferential rates. |
Summary Compensation Table
| | 2024 Proxy Statement | 72 |
Summary Compensation Table
| (7) The following table sets forth the elements of “All Other Compensation” provided in 2023 to our NEOs: |
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 | 556,733 | 3,780 | 578,256 | 1,138,769 | | Brian J. West | 173,766 | 2,700 | 281,172 | 457,638 | | Stephanie F. Pope | 499,623 | 2,610 | 269,789 | 772,022 | | Stanley A. Deal | 168,881 | 2,970 | 340,800 | 512,651 | | Theodore Colbert III | 109,488 | 2,700 | 227,983 | 340,171 |
Summary Compensation Table
| (a) Perquisites and other personal benefits provided to one or more of our NEOs in 2023 consisted of the following: (a) for all NEOs, use of Company aircraft (or leased aircraft where Company aircraft was not available), ground transportation services, tax preparation services and gifts; (b) for Messrs. Calhoun, West and Colbert, financial management services; (c) for Mr. Deal, charitable gift matching; (d) for Mr. Colbert, annual physicals; (e) for Messrs. West and Colbert and Ms. Pope, concierge health services; (f) for Messrs. Calhoun and Colbert and Ms. Pope, event tickets; (g) for Ms. Pope, relocation assistance; and (h) for Messrs. West and Colbert and Ms. Pope, lodging, meals and incidental expenses while on business-related travel that nonetheless constitute perquisites under applicable SEC guidance. We determine the incremental cost to us for these benefits based on the actual costs or charges incurred, if any. 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 7.3% in 2023. 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 incremental cost for use of leased aircraft equals the amount invoiced to us by the aircraft leasing company for the travel, but does not include the fixed leasing membership cost as that does not change based on usage. Family members and personal guests are permitted to accompany NEOs on aircraft travel. The cost of any category of benefits did not exceed the greater of $25,000 or 10% of all benefits for any NEO, except as follows: (i) for Mr. Calhoun, $514,285 for use of the Company aircraft; (ii) for Mr. West, $139,273 for use of the Company and leased aircraft; (iii) for Ms. Pope, $446,602 for relocation assistance; (iv) for Mr. Deal, $153,590 for use of the Company aircraft; and (v) for Mr. Colbert, $65,310 for use of the Company aircraft. |
Summary Compensation Table
| (8) As discussed under “Perquisites and Other Executive Benefits” on page 67, the amounts attributable to perquisites and other personal benefits reported in this column for Messrs. Calhoun, West, Deal and Colbert for 2022 and 2021, and the resulting “Total All Other Compensation” amounts previously reported for those years, have been revised as set forth below to reflect certain aircraft usage and other travel expenses that were not previously classified as perquisites by the Company. No changes were made to the amounts previously reported for life insurance premiums, tax reimbursements and Company contributions to retirement plans. |
Summary Compensation Table
| Name | | Perquisites and Other Personal Benefits ($) | Life Insurance Premiums ($) | Tax Reimbursements | Company Contributions to Retirement Plans ($) | Total All Other Compensation ($) | | David L. Calhoun | 2022 | 369,869(a) | 3,780 | — | 404,729 | 778,378 | | | 2021 | 213,111(a) | 3,780 | 14,679 | 154,000 | 385,570 | | Brian J. West | 2022 | 303,707(b) | 2,700 | — | 150,350 | 456,757 | | | 2021 | 179,039(b) | 900 | — | 24,977 | 204,916 | | Stanley A. Deal | 2022 | 136,305(c) | 2,970 | — | 222,121 | 361,396 | | | 2021 | 94,424(c) | 2,970 | 33,186 | 154,787 | 285,367 | | Theodore Colbert III | 2022 | 116,034(d) | 2,621 | — | 307,191 | 425,846 | | | 2021 | 58,504(d) | 2,363 | — | 102,765 | 163,632 |
Summary Compensation Table
| (a) For Mr. Calhoun, amounts reported for perquisites for 2022 and 2021 have been revised to include additional incremental costs of (a) $92,965 and $49,350, respectively, for use of Company aircraft; and (b) $23,817 and $22,455, respectively, for ground transportation services, lodging, meals and incidental expenses, and (for 2021 only) relocation-related expenses. |
Summary Compensation Table
| (b) For Mr. West, amounts reported for perquisites for 2022 and 2021 have been revised to include additional incremental costs of (a) $146,085 and $103,500, respectively, for use of Company, leased and charter aircraft and (for 2022 only) commercial air travel; and (b) $17,732 and $17,057, respectively, for ground transportation services, lodging, meals and incidental expenses. |
Summary Compensation Table
| (c) For Mr. Deal, amounts reported for perquisites for 2022 and 2021 have been revised to include additional incremental costs of (a) $43,686 and $31,192, respectively, for use of Company aircraft; and (b) $2,006 and $649, respectively, for ground transportation services and (for 2021 only) meals and incidental expenses. |
Summary Compensation Table
| (d) For Mr. Colbert, amounts reported for perquisites for 2022 and 2021 have been revised to include additional incremental costs of (a) $67,957 and $10,785, respectively, for use of Company and (for 2022 only) leased aircraft; and (b) $22,160 and $2,308, respectively, for ground transportation services, meals and incidental expenses, and (for 2022 only) lodging. |
Summary Compensation Table
| 73 | | 2024 Proxy Statement |
2023 Grants of Plan-Based Awards
2023 Grants of Plan-Based Awards The following table provides information for each of our NEOs regarding 2023 annual and long-term incentive award opportunities, including the range of potential payouts under our incentive plans. Specifically, the table presents the 2023 grants of annual incentive awards, RSUs (including our CEO’s special matching RSU award) and PRSUs.
2023 Grants of Plan-Based Awards
| | Type of Award | Grant Date | Committee Action Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Name | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David L. Calhoun | Annual Incentive | — | — | 2,800,000 | 5,600,000 | — | — | — | — | — | | | RSUs | 02/16/2023 | 02/16/2023 | — | — | — | — | — | 44,613 | 9,562,500 | | | PRSUs | 02/16/2023 | 02/16/2023 | — | — | 27,264 | 54,527 | 109,054 | 54,527 | 15,310,625(3) | | | Matching RSUs | 02/16/2023 | 02/16/2023 | — | — | — | — | — | 25,000 | 5,358,625 | | Brian J. West | Annual Incentive | — | — | 1,100,000 | 2,200,000 | — | — | — | — | — | | | RSUs | 02/16/2023 | 02/15/2023 | — | — | — | — | — | 16,795 | 3,600,000 | | | PRSUs | 02/16/2023 | 02/15/2023 | — | — | 10,264 | 20,528 | 41,056 | 20,528 | 5,764,000(3) | | Stephanie F. Pope | Annual Incentive | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | | | RSUs | 02/16/2023 | 02/15/2023 | — | — | — | — | — | 11,547 | 2,475,000 | | | PRSUs | 02/16/2023 | 02/15/2023 | — | — | 7,057 | 14,113 | 28,226 | 14,113 | 3,962,750(3) | | Stanley A. Deal | Annual Incentive | — | — | 1,500,000 | 3,000,000 | — | — | — | — | — | | | RSUs | 02/16/2023 | 02/15/2023 | — | — | — | — | — | 17,635 | 3,780,000 | | | PRSUs | 02/16/2023 | 02/15/2023 | — | — | 10,777 | 21,554 | 43,108 | 21,554 | 6,052,200(3) | | Theodore Colbert III | Annual Incentive | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | | | RSUs | 02/16/2023 | 02/15/2023 | — | — | — | — | — | 12,597 | 2,700,000 | | | PRSUs | 02/16/2023 | 02/15/2023 | — | — | 7,698 | 15,396 | 30,792 | 15,396 | 4,323,000(3) |
2023 Grants of Plan-Based Awards
| (1) RSU and PRSU awards were approved by the Compensation Committee for all executive officers other than our CEO on February 15, 2023, with a grant date of February 16, 2023 (the day of our full Board meeting). Mr. Calhoun’s RSU and PRSU awards were approved and granted by the Board effective February 16, 2023. |
2023 Grants of Plan-Based Awards
| (2) Payouts of annual incentive awards may range from $0 to the applicable maximum as set forth above. Therefore, we have omitted the “Threshold” column. |
2023 Grants of Plan-Based Awards
| (3) For each NEO, the amounts shown represent the grant date fair value of the RSUs and PRSUs granted during 2023, computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these amounts are referenced in footnote 3 to the Summary Compensation Table. These amounts have not been paid to or realized by the executive. There is no guarantee that, if and when these RSUs and PRSUs vest, they will have this value. |
Restricted Stock Units and Performance Restricted Stock Units
ail starting on page 56. Restricted Stock Units and Performance Restricted Stock Units The amounts shown for RSUs and PRSUs represent the number of each that was awarded to each NEO in 2023. The grant date fair value of the RSUs and PRSUs was determined in accordance with FASB ASC Topic 718, calculated by reference to the average of the high and low per share trading prices for Boeing stock 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 long-term disability. Our PRSUs are subject to similar terms, provided that the number of PRSUs that will vest on the third anniversary of the grant date may range from 0% to 200% of the target number of units granted, based on our achievement of pre-set cumulative free cash flow goals during the 2023-2025 performance period. 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 and PRSU awards, which will be settled (to the extent earned, with respect to the PRSUs) on the third anniversary of the grant date. Executives who terminate employment due to death or long-term disability fully vest in their entire RSU and PRSU awards, which will be settled as soon as administratively practicable following termination, with respect to RSUs, or following the end of the performance period to the extent earned, with respect to the PRSUs. Executives who terminate employment due to retiremen
Restricted Stock Units and Performance Restricted Stock Units
after attaining at least | | 2
Restricted Stock Units and Performance Restricted Stock Units
4 Proxy Statement | 74 | 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 (to the extent earned, with respect to the PRSUs) on the third anniversary of the grant date. RSUs granted outside our long-term incentive program may have different vesting terms than those described above. Our CEO was issued a special award of 25,000 RSUs on February 16, 2023 that matched the number of shares of Company stock he voluntarily purchased in November 2022. This award is described
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 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, 2023. Market values for outstanding stock awards, which include 2023 grants and prior-year grants, are based on the closing price of Boeing stock on December 31, 2023, or $260.66.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards | | | | | Stock Awards | | | | | Name | Grant Year | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | David L. Calhoun | 2022 | — | 102,360(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2021 | — | 107,195(4) | 258.83 | 2/17/2031 | — | — | — | — | | | — | — | — | — | — | 140,871(5) | 36,719,435 | 54,527 | 14,213,008 | | Brian J. West | 2022 | — | 36,127(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2021 | — | 40,322(6) | 263.57 | 8/27/2031 | — | — | — | — | | | — | — | — | — | — | 44,248(7) | 11,533,684 | 20,528 | 5,350,829 | | Stephanie F. Pope | 2022 | — | 13,681(8) | 228.84 | 4/1/2032 | — | — | — | — | | | 2021 | — | 6,000(9) | 220.54 | 9/24/2031 | — | — | — | — | | | — | — | — | — | — | 29,266(10) | 7,628,476 | 14,113 | 3,678,695 | | Stanley A. Deal | 2022 | — | 33,718(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2021 | — | 31,488(4) | 258.83 | 2/17/2031 | — | — | — | — | | | — | — | — | — | — | 44,865(11) | 11,694,511 | 21,554 | 5,618,266 | | Theodore Colbert III | 2022 | — | 24,084(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2021 | — | 23,449(4) | 258.83 | 2/17/2031 | — | — | — | — | | | — | — | — | — | — | 29,906(12) | 7,795,298 | 15,396 | 4,013,122 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) Reflects the aggregate number of unvested RSUs held by each NEO as of December 31, 2023. For Mr. Deal, the amount shown in this column also includes the aggregate number of Career Shares held as of December 31, 2023 (4,320 unvested Career Shares with a market value of $1,126,051). Career Shares, which were granted prior to 2006, vest upon termination of employment due to retirement, death, long-term disability or layoff and are paid out in stock upon vesting. 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. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) Assumes performance at target for PRSUs granted in 2023, that will vest on February 17, 2026 and pay out between 0% and 200% of the target number of units granted, dependent on performance. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Reflects a premium-priced stock option to purchase the listed number of shares that will vest on February 16, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) Reflects a premium-priced stock option to purchase the listed number of shares that vested on February 17, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) Reflects (a) 12,500 RSUs that vested on February 16, 2024; (b) 35,588 RSUs that vested on February 20, 2024; (c) 50,002 RSUs that vest on February 18, 2025; and (c) 42,782 RSUs that vest on February 17, 2026 (reflecting the portion of the RSUs granted to Mr. Calhoun on February 16, 2023 that remain outstanding following the withholding of 1,831 shares in late 2023 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 76). Mr. Calhoun is retirement-eligible with respect to his long-term incentive awards because he has attained the age of 62 with at least one year of service. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) Reflects a premium-priced stock option to purchase the listed number of shares that will vest on August 27, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Reflects (a) 13,658 RSUs that vest on August 27, 2024; (b) 13,795 RSUs that vest on February 18, 2025; and (c) 16,795 RSUs that vest on February 17, 2026. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Reflects a premium-priced stock option to purchase the listed number of shares that will vest on April 1, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) Reflects a stock option to purchase the listed number of shares that will vest on September 24, 2024. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (10) Reflects (a) 2,500 RSUs that vested on January 16, 2024; (b) 2,394 RSUs that vested on February 20, 2024; (c) 2,500 RSUs that vest on January 15, 2025; (d) 5,081 RSUs that vest on February 18, 2025; (e) 5,244 RSUs that vest on April 1, 2025; and (f) 11,547 RSUs that vest on February 17, 2026. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (11) Reflects (a) 4,320 Career Shares that vest as described in footnote (1) above; (b) 10,511 RSUs that vested on February 20, 2024 (reflecting the portion of the RSUs granted to Mr. Deal on February 20, 2021 that remain outstanding following the withholding of |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 75 | | 2024 Proxy Statement |
Outstanding Equity Awards at 2023 Fiscal Year-End
| 135 shares in late 2023 to satisfy FICA payroll taxes and related income taxes due on a portion of this award in connection with Mr. Deal’s retirement eligibility); (c) 12,581 RSUs that vest on February 18, 2025 (reflecting the portion of the RSUs granted to Mr. Deal on February 16, 2022 that remain outstanding following the withholding of 160 shares in late 2023 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) 17,452 RSUs that vest on February 17, 2026 (reflecting the portion of the RSUs granted to Mr. Deal on February 16, 2023 that remain outstanding following the withholding of 183 shares in late 2023 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 2023 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 below. Mr. Deal is retirement-eligible with respect to his long-term incentive awards because he has attained the age of 55 with at least ten years of service. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (12) Reflects (a) 8,113 RSUs that vested on February 20, 2024; (b) 9,196 RSUs that vest on February 18, 2025; and (c) 12,597 RSUs that vest on February 17, 2026. |
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 2023, 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.
Option Exercises and Stock Vested
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | David L. Calhoun | 17,974 | 3,648,253 | | Stephanie F. Pope | 2,145 | 512,936 | | Stanley A. Deal | 3,916 | 797,604 | | Theodore Colbert III | 2,217 | 442,358 |
Option Exercises and Stock Vested
| (1) Consists of RSUs that vested during 2023, including shares withheld for payment of applicable taxes associated with vesting, as well as shares withheld from Messrs. Calhoun’s and Deal’s unvested RSU awards to satisfy FICA payroll taxes and related income taxes due in connection with the executive’s retirement eligibility. |
Option Exercises and Stock Vested
| (2) Calculated based on the average of the high and low prices of a share of Boeing stock on the date of vesting. |
2023 Pension Benefits
2023 Pension Benefits Ms. Pope and Mr. Deal have earned benefits under the following pension plans:
2023 Pension Benefits
| • | the Pension Value Plan (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 |
2023 Pension Benefits
| • | the defined benefit Supplemental Executive Retirement Plan (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. |
2023 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, 2023 with respect to accumulated benefits under each of these plans and arrangements. Messrs. Calhoun, West and Colbert have no pension benefits under our defined benefit pension plans.
2023 Pension Benefits
| Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Yr ($) | | Stephanie F. Pope | Pension Value Plan | 21.58 | 441,260 | — | | | DB SERP | 21.58 | 613,079 | — | | Stanley A. Deal | Pension Value Plan | 28.06 | 939,713 | — | | | DB SERP | 28.06 | 2,898,460 | — |
2023 Pension Benefits
| (1) As of December 31, 2015, plan participants no longer accrue additional years of credited service, except in order to determine early retirement eligibility. The years of actual Company service as of December 31, 2023 are as follows: Ms. Pope, 29 years, and Mr. Deal, 36 years. |
2023 Pension Benefits
| (2) 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, 2023 of the benefits earned as of that date and payable as a single life annuity beginning at age 65 for the PVP and age 62 for the DB SERP supplemental target benefit. The discount assumption is 5.04% for the PVP and 5.02% for the DB SERP. The post-retirement mortality assumption is Boeing specific mortality for the PVP and DB |
2023 Pension Benefits
| | 2024 Proxy Statement | 76 |
2023 Pension Benefits
| SERP. In order to determine changes in pension values for the Summary Compensation Table on page 72, the values of these benefits were also calculated as of December 31, 2022. For the values as of December 31, 2022, the discount assumption was 5.36% for the PVP and 5.34% for the DB SERP, which were the assumptions used for financial reporting purposes for 2022. Other assumptions used to determine the value as of December 31, 2022 were the same as those used for December 31, 2023. The assumptions reflected in this footnote are the same as those used for the PVP and the DB SERP for financial reporting purposes. |
2023 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 Mr. Deal was eligible for early retirement during 2023. 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. Pope 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. 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 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.
2023 Nonqualified Deferred Compensation
2023 Nonqualified Deferred Compensation
Potential Payments upon Termination
Potential Payments upon Termination
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 due to layoff, retirement, long-term disability or death. The amounts shown assume that each such NEO ceased to be employed by the Company as of December 31, 2023, and the price of Boeing stock as of such termination date was the closing price of $260.66 on December 31, 2023. 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 long-term disability, each NEO would receive any or all of the following benefits as reflected in Table I:
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| • | Cash severance pursuant to a qualifying layoff under the Layoff Plan; |
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 termination due to death or long-term disability) of RSUs, premium-priced stock options and PRSUs 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 (the value of PRSUs is calculated assuming target performance); |
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; |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| • | Distribution of shares of Boeing stock represented by Career Shares; |
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; |
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 termination due to death, long-term disability, layoff or retirement upon attaining age 62 with one year of service or age 55 with ten years of service; |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| • | Life insurance benefit equal to three times base salary up to $6 million; and |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| • | Outplacement and transition services for six months in connection with layoff or retirement upon attaining age 62 with one year of service or age 55 with ten years of service. |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
Table I excludes the following amounts:
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| • | Pension and nonqualified deferred compensation benefits, which are set forth in the 2023 Pension Benefits and 2023 Nonqualified Deferred Compensation tables starting on page 76; and |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| • | Benefits generally available to salaried employees, such as distributions under our 401(k) plan, certain long-term disability benefits and accrued vacation. |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| 79 | | 2024 Proxy Statement |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| Name and Benefits | Layoff ($) | Retirement ($)(1) | Long-Term Disability ($) | Death ($) | | David L. Calhoun | | | | | | Cash Severance | 3,920,000 | — | — | — | | RSUs | 36,719,379 | 30,202,879 | 36,719,379 | 36,719,379 | | PRSUs | 14,212,898 | 14,212,898 | 14,212,898 | 14,212,898 | | Options | 196,167 | 196,167 | 196,167 | 196,167 | | 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 | 3,350 | 3,350 | | Outplacement and Transition Services | 52,725 | 52,725 | — | — | | Brian J. West | | | | | | Cash Severance | 1,990,000 | — | — | — | | RSUs | 6,973,507 | — | 11,533,612 | 11,533,612 | | PRSUs | 1,486,317 | — | 5,350,738 | 5,350,738 | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Financial Management Services | 3,350 | — | 3,350 | 3,350 | | Outplacement and Transition Services | 52,725 | — | — | — | | Stephanie F. Pope | | | | | | Cash Severance | 2,190,000 | — | — | — | | RSUs | 4,261,230 | — | 7,628,378 | 7,628,378 | | PRSUs | 1,021,843 | — | 3,678,633 | 3,678,633 | | Options | 567,217 | — | 676,049 | 676,049 | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Outplacement and Transition Services | 52,725 | — | — | — | | Stanley A. Deal | | | | | | Cash Severance | 2,180,000 | — | — | — | | RSUs/Career Shares | 7,035,741 | 2,050,847 | 4,549,141 | 4,549,141 | | PRSUs | 1,560,633 | 1,560,633 | 5,618,275 | 5,618,275 | | Options | 54,422 | 54,422 | 57,623 | 57,623 | | Life Insurance Death Benefit | — | — | — | 3,300,000 | | Tax Preparation Services | 15,000 | 15,000 | 15,000 | 15,000 | | Outplacement and Transition Services | 52,725 | 52,275 | — | — | | Theodore Colbert III | | | | | | Cash Severance | 1,800,000 | — | — | — | | RSUs | 4,374,197 | — | 7,795,236 | 7,795,236 | | PRSUs | 1,114,738 | — | 4,013,054 | 4,013,054 | | Options | 40,528 | — | 42,912 | 42,912 | | Life Insurance Death Benefit | — | — | — | 3,000,000 | | Tax Preparation Services | 8,300 | — | 8,300 | 8,300 | | Financial Management Services | 3,350 | — | 3,350 | 3,350 | | Outplacement and Transition Services | 52,725 | — | — | — |
Table I: Estimated Potential Incremental Payments Upon Termination of Employment
| (1) Of our NEOs, Messrs. Calhoun and Deal were retirement-eligible as of December 31, 2023 (defined as at least age 55 with ten years of service, or age 62 with one year of service). |
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, 2023, expressed as a life annuity, and the present value of such annuity benefit (based on the same factors used for the 2023 Pension Benefits table on page 76). The present value of Mr. Deal’s benefits were calculated assuming a benefit commencement date of January 1, 2023. The value of Ms. Pope’s benefits were calculated
Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment
| | 2024 Proxy Statement | 80 |
Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment
assuming a benefit commencement date of age 55. Messrs. Calhoun, Colbert and West have no pension benefits under Company defined benefit pension plans.
Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment
| Name | Benefit Payable Upon Termination Due to Retirement, Layoff or Disability(1) Annuity/Present Value | Death Benefit Payable to Spouse(2) Annuity/Present Value | | Stephanie F. Pope | $24,894/$322,250(3) | N/A | | Stanley A. Deal | $225,387/$3,141,095 | $202,668/$2,714,706 |
Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment
| (1) Mr. Deal was eligible for retirement benefits under the DB SERP as of December 31, 2023. Ms. Pope is not eligible to commence benefits under the DB SERP; however, if she was laid off, she would commence her benefit at age 55 using the early retirement reduction factors as if retiring from active status. |
Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment
| (2) If the participant dies while an active employee and eligible for retirement, the death benefit paid is a 100% surviving spouse annuity. If the participant is an active employee and not eligible for retirement, the death benefit is a 50% surviving spouse annuity. Surviving spouse annuities commence as of the month after death. |
Table II: Estimated Potential Annual DB SERP Payments Upon Termination of Employment
| (3) 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 Ms. Pope were laid off as of December 31, 2023, this layoff provision would have applied to her DB SERP and, at age 55, she would be paid $55,796 annually. The present value of that annuity would be $722,267. |
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 2023, the annual total compensation of our median employee was $119,873, and the annual total compensation of our CEO, Mr. Calhoun, was $32,770,519 as reported in the Summary Compensation Table on page 72. Based on this information, we estimated that our CEO’s 2023 total compensation was approximately 273 times that of our median employee. The median employee’s 2023 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 2023. 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. As required by SEC rules, we conducted our median employee analysis again in 2023 after three years from our most recent determination. Our median employee was identified for the twelve-month period ending September 30, 2023, based on our full-time, part-time and temporary employees (including employees of our consolidated subsidiaries) in the U.S. and all foreign jurisdictions in which we have employees other than Argentina, Azerbaijan, Bahrain, Belgium, Brunei, Chile, Colombia, Czech Republic, Denmark, Dominican Republic, Egypt, Ethiopia, Finland, France, Germany, Hong Kong, Hungary, Iceland, Indonesia, Iraq, Ireland, Israel, Italy, Kazakhstan, Kenya, Kuwait, Luxembourg, Malaysia, Mexico, Mongolia, Morocco, Netherlands, Norway, Oman, Panama, Philippines, Poland, Qatar, Romania, Russia, Saudi Arabia, South Africa, South Korea, Spain, Sweden, Switzerland, Taiwan, Tanzania, Thailand, Turkey, United Arab Emirates, United Kingdom, Uzbekistan and Vietnam. These excluded employees represented less than 5% of our total employees (7,777 employees in total), consistent with the SEC’s de minimis exclusion guidance. The total employee population included for purposes of identifying our median employee was approximately 154,360. We then determined each included 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 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.
Pay Ratio
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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.
Required Tabular Disclosure of Compensation Actually Paid versus Performance
Required Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information about “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 2023 to Company performance, as free cash flow was the predominant metric used in our 2023 annual incentive plan, as described in more detail on page 57.
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| | Summary Compensation Table (SCT) Total for PEO ($) (1) | | Compensation Actually Paid (CAP) to PEO ($) (2) | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($mm) (6) | Free Cash Flow ($mm) (7) | | | PEO | Interim PEO | PEO | Interim PEO | | | | Company TSR ($) (5) | S&P 500 A&D Industry Index TSR ($) (5) | | | | 2023 | $32,770,519 | n/a | $44,395,006 | | n/a | $10,767,252 | $13,450,637 | $80.49 | $119.09 | (2,222) | 4,433 | | 2022 | $22,597,178 | n/a | $15,203,730 | | n/a | $7,337,949 | $5,790,734 | $58.82 | $111.54 | (4,935) | 2,000 | | 2021 | $21,167,410 | n/a | $17,795,369 | | n/a | $6,148,165 | $4,853,054 | $62.17 | $95.03 | (4,202) | (4,396) | | 2020 | $21,074,052 | $5,221,778 | $14,363,337 | ($ | 3,265,552) | $4,904,755 | $2,553,749 | $66.10 | $83.94 | (11,873) | (19,713) |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (1) 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). The total compensation amounts shown for 2022 and 2021 include corrections made to the totals for those years as described in footnote 8 to the Summary Compensation Table on page 73. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (2) 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 of Mr. Calhoun’s and Mr. Smith’s total compensation for each year to determine CAP are shown in the table below (which also includes the adjustments made to calculate average CAP for our non-PEO NEOs, or Other NEOs, who are identified by name and year in footnote 3). For Mr. Smith, information is only included with respect to 2020, the year in which he served as interim CEO. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| Reconciliation of SCT Total to CAP Total (a) | | | | | | | | | | | | 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 | | PEO | | | | | | | | | | | 2023 | $32,770,519 | – | $30,231,750 | + | $41,856,237 | – | $0 | = | $44,395,006 | | 2022 | $22,597,178 | – | $17,000,000 | + | $9,606,552 | – | $0 | = | $15,203,730 | | 2021 | $21,167,410 | – | $16,000,000 | + | $12,627,959 | – | $0 | = | $17,795,369 | | 2020 | $21,074,052 | – | $20,515,106 | + | $13,804,391 | – | $0 | = | $14,363,337 | | Interim PEO | | | | | | | | | | | 2020 | $5,221,778 | – | $2,565,845 | + | ($5,510,299) | – | $411,186 | = | ($3,265,552) | | Other NEOs (Average) | | | | | | | | | | | 2023 | $10,767,252 | – | $8,164,238 | + | $10,961,834 | – | $114,211 | = | $13,450,637 | | 2022 | $7,337,949 | – | $4,870,000 | + | $3,322,785 | – | $0 | = | $5,790,734 | | 2021 | $6,148,165 | – | $4,093,722 | + | $2,798,611 | – | $0 | = | $4,853,054 | | 2020 | $4,904,755 | – | $2,360,131 | + | $481,212 | – | $472,087 | = | $2,553,749 |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (a) As shown in these tables, the CAP totals represent the SCT figure 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. For the group of Other NEOs, averages of the foregoing amounts were used. 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 or prior service cost and no adjustment is required for this element. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (b) Amounts disclosed in this column represent the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for the applicable year. For the group of Other NEOs, averages of the foregoing amounts were used. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (c) 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 72), which requires us to show the grant date fair value of equity awards granted during the applicable year, the CAP table requires us to calculate equity fair value as follows: |
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 |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
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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 |
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 |
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 |
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 |
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. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
The specific calculations for the CEO, interim CEO and Other NEOs (for this group, calculated as the average) for the relevant years are shown in the table below.
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| CAP Fair Value of Equity Calculation | | | | | | | | | | | | | | | | 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 | | PEO | | | | | | | | | | | | | | | 2023 | $29,180,336 | + | $12,126,342 | + | $122,179 | + | $427,380 | + | $0 | – | $0 | = | $41,856,237 | | 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 | | Interim PEO | | | | | | | | | | | | | | | 2020 | $1,721,648 | + | ($7,138,752) | + | ($400,096) | + | $0 | + | $306,901 | – | $0 | = | ($5,510,299) | | Other NEOs – CAP Fair Value of Equity Calculation (Average) | | | | | | | | | | | | | | | 2023 | $7,583,847 | + | $3,327,691 | + | $39,635 | + | $10,661 | + | $0 | – | $0 | = | $10,961,834 | | 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 |
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. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (3) 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 2023, Brian West, Stephanie Pope, Stanley Deal and Theodore Colbert III; for 2022, Brian West, Stanley Deal, Theodore Colbert III, 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). |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (4) 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 Reconciliation of SCT Total to CAP Total table in footnote 2 above. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (5) 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. The separate peer group used by the Compensation Committee for purposes of determining total direct compensation for our executive officers is described in more detail on page 55. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (6) Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. |
Required Tabular Disclosure of Compensation Actually Paid versus Performance
| (7) Free cash flow is the financial measure from the tabular list of 2023 Most Important Measures show below, which, in the Company’s assessment, represents for 2023 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 in Appendix A on page A-1 and is a non-GAAP financial measure. |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2023 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 4 5 .
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
| 2023 Most Important Measures (Unranked) | | | • Core earnings per share | • Operational performance | | • Free cash flow | • Revenue | | • Operating earnings | |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2023 to Company Performance
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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 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.
Required Disclosure of the Relationship Between Compensation Actually Paid and Financial Performance Measures
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Directors, Director Nominees and Executive Officers
Directors, Director Nominees and Executive Officers The following table sets forth, as of March 27, 2024, 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 March 27, 2024.
Directors, Director Nominees and Executive Officers
| Directors and Nominees | Shares Beneficially Owned | Stock Units(1) | Total | | Robert A. Bradway | – | 11,649 | 11,649 | | Lynne M. Doughtie | – | 3,251 | 3,251 | | David L. Gitlin | 5 | 3,304 | 3,309 | | Lynn J. Good | 483 | 12,747 | 13,230 | | Stayce D. Harris | – | 4,691 | 4,691 | | Akhil Johri | 150 | 7,087 | 7,237 | | David L. Joyce | 34 | 5,021 | 5,055 | | Lawrence W. Kellner | 7,500 | 20,767 | 28,267 | | Steven M. Mollenkopf | 3,767 | 6,706 | 10,473 | | John M. Richardson | – | 4,519 | 4,519 | | Sabrina Soussan | – | 889 | 889 | | Ronald A. Williams | 4,200(2) | 25,983 | 30,183 | | Named Executive Officers | Shares Beneficially Owned(3) | Stock Units(4) | Total | | David L. Calhoun* | 157,740 | 197,483 | 355,223 | | Theodore Colbert III | 58,778 | 30,879 | 89,657 | | Stanley A. Deal | 77,130 | 53,916 | 131,046 | | Stephanie F. Pope | 8,787 | 42,545 | 51,332 | | Brian J. West | 2,274 | 55,151 | 57,425 | | All directors and executive officers as a group (25 people) | 366,785 | 626,922(5) | 993,707 |
Directors, Director Nominees and Executive Officers
| * Also serves as a director. |
Directors, Director Nominees and Executive Officers
| (1) Consists of stock units credited to the account of the nonemployee director under our Deferred Compensation Plan for Directors. See “Compensation of Directors” beginning on page 38. |
Directors, Director Nominees and Executive Officers
| (2) Consists of shares held in trust for members of Mr. Williams’ family. |
Directors, Director Nominees and Executive Officers
| (3) 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 March 27, 2024), as well as shares issuable upon the exercise of stock options that are vested as of, or will vest within 60 days of, March 27, 2024 as set forth in the table below. |
Directors, Director Nominees and Executive Officers
| | Number of Shares | | David L. Calhoun | 107,195 | | Theodore Colbert III | 24,648 | | Stanley A. Deal | 33,961 | | Stephanie F. Pope | 3 | | Brian J. West | 1,086 | | All directors and executive officers as a group (25 people) | 190,333 |
Directors, Director Nominees and Executive Officers
| (4) 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 March 27, 2024), if any, held by the NEO. |
Directors, Director Nominees and Executive Officers
| (5) 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 March 27, 2024) held by all directors and executive officers as a group. |
Directors, Director Nominees and Executive Officers
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Directors, Director Nominees and Executive Officers
STOCK OWNERSHIP INFORMATION
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.
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.