DEF 14A of Boeing Co, Mar 7, 2025

DEF 14A of Boeing Co

Filed Mar 7, 2025 · FY20240001193125-25-049921

Open on EDGAR

  1. Message from Our Independent Board Chair

    Message from Our Independent Board Chair

  2. Message from Our Independent Board Chair

    | | To my fellow shareholders, On behalf of the Board, I would like to thank each of you for your investment in Boeing and your continued support. As I reflect on my first year of having the privilege to serve as the Board’s independent chair, I am encouraged by the steps we have taken to restore Boeing as an industry leader. I am confident that our leadership team is positioning well to execute on our priorities and to get Boeing’s performance back on track for the benefit of our shareholders, our customers, our employees, the flying public, and all those who have placed their trust in us. The Board conducted a thorough and extensive process to select Boeing’s next CEO, led by the Governance & Public Policy Committee, which is comprised of independent directors. I personally met with customers, regulators, investors, suppliers, employees, and industry partners to hear their perspectives on what we needed in a new CEO. Ultimately, all of the Board’s independent directors concluded that Kelly Ortberg had the right skills and experience to stabilize the business, focus the Company’s strategic direction, bring about widespread culture change, and lead Boeing through its next chapter. Kelly is an experienced leader who is deeply respected in the aerospace industry, with a well-earned reputation for building strong teams and running complex engineering and manufacturing companies. |

  3. Message from Our Independent Board Chair

    The Board continues to be fully engaged and working closely with management as it makes meaningful progress to strengthen our safety, quality and risk management systems as they affect our own operations and those of our supply chain. Our planned acquisition of Spirit AeroSystems demonstrates the Board’s resolve to invest heavily in quality and safety and take the necessary actions to reshape our Company. By bringing crucial manufacturing in-house, we will unify our safety and quality management teams and ensure our engineers and mechanics work together as one team. During a year in which there was no shortage of challenges, the Board remained laser focused on providing effective oversight, holding management accountable and providing guidance to Kelly and his leadership team during his transition. During 2024, the Board, Aerospace Safety Committee and Finance Committee each held at least twice as many meetings as usual, and directors participated in numerous calls, informal meetings, site visits, and employee engagements. Average director attendance at Board and committee meetings topped 99%. The Board also remains committed to ensuring our directors have the right skill sets and experiences to oversee the Company’s evolving risks, business needs and strategic priorities, while balancing fresh perspectives with the insights of longer-tenured directors. Our Board refreshment activities that began in earnest in 2019 are an ongoing process as we continuously seek highly qualified candidates who would bring additional depth in key areas to the Board. In January 2025, Tim Buckley joined the Board as our ninth new independent director since 2019. Tim brings a track record of business success to the Board reflected in his leadership of one of the world’s largest investment management firms, managing its complex business operations and positively leading it through change. He adds his talents and perspective to a Board of accomplished leaders from a variety of backgrounds with extensive safety, complex manufacturing, risk management, engineering and aerospace expertise. And we thank Sabrina Soussan, who is not standing for re-election at this meeting, for the perspectives she brought to the Board. Regular engagement with our shareholders remains an integral part of the Board’s decision-making process and the feedback we receive helps inform important practices and policies. During 2024, we met with shareholders to discuss a broad range of topics including CEO succession, risk oversight, safety and quality initiatives, executive compensation, board composition, human capital management and sustainability matters. I personally participated in many of the engagements along with members of management and, in some cases, our Compensation Committee Chair or our Aerospace Safety Committee Chair. I appreciated the opportunity to share the Board’s perspective and hear directly from shareholders on your priorities. I am confident in our future and that the actions we are taking to strengthen safety and quality and increase production will deliver long-term shareholder value and restore Boeing to its leadership position in our industry. My confidence is supported by the determination, innovation and capability of Boeing’s employees who have always been the foundation of the Company’s success. Sincerely, Steve Mollenkopf Independent Board Chair

  4. 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 positions our Board to defend our core values as well as advance our evolving business needs and strategic priorities. All nominees are incumbent directors.

  5. Director Nominees

    | Name | Director Since | Independent | Professional Background | Engineering Degree | Board Committees | | Robert A. Bradway | 2016 | ✓ | Chairman & CEO, Amgen | | Comp., GPP | | Mortimer J. Buckley | 2025 | ✓ | Former Chairman & CEO, Vanguard | | Finance, GPP | | 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 | ✓ | Retired United Airlines Pilot; Retired Lt. Gen. and Former Inspector General, U.S. Air Force | ✓ | ASC, GPP, 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, GPP, SP | | Steven M. Mollenkopf* | 2020 | ✓ | Former CEO, Qualcomm | ✓ | Comp., GPP, SP | | Robert K. Ortberg | 2024 | | President & CEO, Boeing | ✓ | — | | John M. Richardson | 2019 | ✓ | 31st Chief of Naval Operations; Former Director of Naval Nuclear Propulsion Program, U.S. Navy | ✓ | ASC, Finance, SP |

  6. Director Nominees

    * Independent Board Chair ASC = Aerospace Safety Committee Comp. = Compensation Committee GPP = Governance & Public Policy Committee SP = Special Programs Committee + Ms. Good will retire as Chair and CEO of Duke Energy Corporation effective April 1, 2025. Highlights of the composition of our director nominees:

  7. Director Nominees

    | 5 of 11 | 9 of 11 | 11 of 11 | ~4 years | 7 of 11 | 10 of 11 | 6 of 11 | | In-Depth Aerospace Expertise | Engineering/ Technology Leadership | Risk Management | Average Tenure | Safety Expertise | Highly Regulated Industry Experience | Complex Manufacturing Expertise |

  8. Director Nominees

    | 4 | | 2025 Proxy Statement |

  9. Executive Compensation Highlights

    | • | Pay heavily weighted toward long-term stock-based components reflecting the length of our business cycle, driving focus on strategic long-term priorities; |

  10. Executive Compensation Highlights

    | • | 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; |

  11. Executive Compensation Highlights

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

  12. Executive Compensation Highlights

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

  13. Executive Compensation Highlights

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

  14. Director Nominees

    Director Nominees

  15. Director Nominees

    | Key Skills and Qualifications | | | | | | | | | | | | | | In-Depth Aerospace Expertise Substantial knowledge of aerospace enables enhanced oversight of product development and sharpens our focus on safety and quality | | | | ✓ | | ✓ | ✓ | ✓ | | ✓ | | 5 | | Engineering/Technology Leadership Experience in 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 | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | 9 | | Complex Manufacturing Expertise Understanding of complex manufacturing and supply chains allows directors to critically evaluate our operations and product development, which are key to our focus on execution and operational efficiencies | ✓ | | | ✓ | | | ✓ | ✓ | ✓ | ✓ | | 6 | | Safety Expertise in establishing and overseeing safety processes and procedures enhances the Board’s ability to oversee the Company’s pursuit of operational excellence across all levels of the organization, foster a safety-driven culture, and integrate rigorous safety standards into every aspect of our business, supporting our core value of safety in all that we do | ✓ | | | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | 7 | | Risk Management Experience assessing and managing risks for complex, large organizations enables directors to oversee, identify, manage and mitigate our most significant strategic, operational and compliance risks | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 11 | | Highly Regulated Industry Experience Familiarity with highly regulated industries equips directors to advise on complex interactions with regulators and assess whether our products and services meet the requirements and expectations of various stakeholders | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | 10 | | Cybersecurity/Digital Technology Experience with or oversight of advanced and emerging technologies (including artificial intelligence) and digital innovation, software, information systems, and/or cybersecurity supports our business in enhancing internal operations, contributes to the Board’s oversight of cybersecurity, and furthers the Company’s digital transformation efforts | | ✓ | | | ✓ | ✓ | | | | | ✓ | 4 | | Human Capital Management Experience overseeing the development and implementation of human capital strategy, leadership development and culture throughout a large or global workforce helps to structure a successful framework for the attraction, development and retention of high-performing employees with broad range of skills and backgrounds | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 11 | | International Leadership and Global Relationships Experience managing global relationships and engaging with international stakeholders provides the Board with perspectives on international economics, politics and culture and supports the Board’s oversight of key risks, opportunities and challenges involving our customer and supply bases across global markets | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | 9 |

  16. Director Nominees

    | | 2025 Proxy Statement | 9 |

  17. Director Nominees

    | Key Skills and Qualifications | | | | | | | | | | | | | | Government/Military/Defense Contracting 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, and enables constructive insights about significant government policies and regulations, public policy and the impact on the Company | | | | | | ✓ | | ✓ | | ✓ | ✓ | 4 | | Environmental Risks/Sustainability Experience in remediation, pollution control, and environmental risk management enables board oversight into environmental policies, strategies and customer- and law-driven sustainability efforts | ✓ | | | ✓ | ✓ | | | | | ✓ | | 4 | | Fortune 500 Board Experience Service on other large, public company boards provides directors with similar oversight experience and understanding of board functions, corporate governance best practices, and relations among the Board, CEO and senior management | ✓ | | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | 8 | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | 7 | | Fortune 500 CFO Demonstrated experience with large-scale financial decision-making, including understanding of financial reporting processes, enables sophisticated Board deliberations regarding capital allocation, capital markets, mergers and acquisitions, strategic investments, long-term strategy, regulatory compliance, financial reporting and robust controls | ✓ | | | | ✓ | | ✓ | | | | | 3 | | Senior Leadership Experience Leadership experience in core corporate management areas facilitates effective oversight of management, sharpens the Board’s succession planning process and oversight of strategic planning to foster long-term growth, and offers a practical understanding of complex organizations like Boeing | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 11 |

  18. Director Nominees

    Note: Data reflect 2025 director nominees

  19. Director Nominees

    | 10 | | 2025 Proxy Statement |

  20. Board Refreshment

    Board Refreshment The Board is committed to adding new members with complementary skill sets and fresh perspectives. As part of the Board’s deliberate and strategic refreshment efforts, nine of our 11 director nominees joined the Board since the 2019 annual meeting. All of our directors have senior leadership experience at large organizations, risk management and human capital management experience and many of our directors also have significant public company experience, having served as CEOs, CFOs, and on other boards. They collectively bring significant experience in aerospace, safety, engineering/technology, complex manufacturing, cybersecurity, risk oversight, audit, supply chain management, investment management and finance, as well as the perspectives of pilots, suppliers, engineers and veterans. Mr. Buckley, who joined the Board in January 2025, was recommended to the GPP Committee by an independent director. The GPP Committee continuously seeks highly qualified director candidates to bring additional depth to help the Board in its oversight of the Company’s evolving risks, business needs and strategic imperatives.

  21. Board Refreshment

    | | 2025 Proxy Statement | 11 |

  22. Board Refreshment

    | Chairman and CEO, Amgen Inc. | Robert A. Bradway Boeing director since: 2016 Committees: • Governance & Public Policy (Chair) • Compensation Independent: Yes Age: 62 | 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) | |

  23. Board Refreshment

    | 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. | Key skills and qualifications: Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience Human Capital Management International Leadership and Global Relationships Environmental Risks/Sustainability Fortune 500 Board Experience CEO of a Large Company Fortune 500 CFO Senior Leadership Experience |

  24. Board Refreshment

    | 12 | | 2025 Proxy Statement |

  25. Board Refreshment

    | Former Chairman and CEO, The Vanguard Group | Mortimer J. “Tim” Buckley Boeing director since: 2025 Committees: • Finance • Governance & Public Policy Independent: Yes Age: 55 | Other current public directorships: • Pfizer, Inc. Prior public directorships within past five years: • The Vanguard Group | | | Professional highlights: • Chairman and CEO, The Vanguard Group (Chairman 2019-2024; CEO 2018-2024; President 2017-2024) • Chief Investment Officer, The Vanguard Group (2013-2017) • Head of the Retail Investor Group, The Vanguard Group (2006-2012) • Chief Information Officer, The Vanguard Group (2001-2006) | |

  26. Board Refreshment

    | Mr. Buckley brings to the Board 25 years of executive leadership, with extensive expertise in investment management, financial oversight, cybersecurity, digital technology, and corporate governance. As the former Chairman and CEO of Vanguard, one of the world’s largest investment management firms with nearly $10 trillion in assets under management and more than 20,000 employees, Mr. Buckley has a deep understanding of the global financial markets, asset management strategies, and investor perspectives, and spent a career delivering long-term value to clients. He guided Vanguard through changing market dynamics, shifting regulatory environments, and significant technological transformation. Prior to his role as Chairman and CEO, Mr. Buckley held several key senior leadership positions at Vanguard, including as Chief Investment Officer, responsible for the firm’s internally managed stock, bond and money market portfolios as well as investment research and methodology, and as Chief Information Officer, overseeing the development and implementation of systems and applications to serve clients and manage investments. In his career, he drove the growth of new business lines in advice and ETFs, globalized investment management, advanced cybersecurity, and modernized digital capabilities. Mr. Buckley also previously served on the board of Financial Industry Regulatory Authority and chaired the board of Children’s Hospital of Philadelphia, where a culture of safety and quality is paramount. | Key skills and qualifications: Engineering/Technology Leadership Risk Management Highly Regulated Industry Experience Cybersecurity/Digital Technology Human Capital Management International Leadership and Global Relationships CEO of a Large Company Senior Leadership Experience |

  27. Board Refreshment

    | | 2025 Proxy Statement | 13 |

  28. Board Refreshment

    | Former U.S. Chairman and CEO, KPMG | Lynne M. Doughtie Boeing director since: 2021 Committees: • Audit (Chair) • Compensation Independent: Yes Age: 62 | Other current public directorships: • McKesson Corporation • Workday, Inc. | | | Professional highlights: • U.S. Chairman and CEO, KPMG (2015-2020) • Vice Chair of Advisory Practice, KPMG (2011-2015) | |

  29. Board Refreshment

    | Ms. Doughtie brings to the Board 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, providing her with deep expertise in risk management, internal controls, culture change and regulatory compliance, which she brings to the Board. Ms. Doughtie also previously served on the boards of Catalyst, Inc. and Chief Executives for Corporate Purpose and has been recognized for her promotion of inclusive and values-based 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 Human Capital Management International Leadership and Global Relationships Fortune 500 Board Experience CEO of a Large Company Senior Leadership Experience |

  30. Board Refreshment

    | 14 | | 2025 Proxy Statement |

  31. Board Refreshment

    | Chairman and CEO, Carrier Global Corporation | David L. Gitlin Boeing director since: 2022 Committees: • Aerospace Safety • Finance Independent: Yes Age: 55 | 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) | |

  32. Board Refreshment

    | Mr. Gitlin brings to the Board 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. These roles, as well as prior leadership roles at Hamilton Sundstrand, provided Mr. Gitlin with 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. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience Human Capital Management International Leadership and Global Relationships Environmental Risks/Sustainability Fortune 500 Board Experience CEO of a Large Company Senior Leadership Experience |

  33. Board Refreshment

    | | 2025 Proxy Statement | 15 |

  34. Board Refreshment

    | Chair and CEO*, Duke Energy Corporation | Lynn J. Good Boeing director since: 2015 Committees: • Compensation (Chair) • Audit Independent: Yes Age: 65 | Other current public directorships: • Duke Energy Corporation* | | | Professional highlights: • Chair and CEO, Duke Energy Corporation (Chair 2016-2025; CEO 2013-2025)* • President, Duke Energy Corporation (2013-2024) • Vice Chair, Duke Energy Corporation (2013-2016) • Executive Vice President and CFO, Duke Energy Corporation (2009-2013) | |

  35. Board Refreshment

    | Ms. Good brings to the Board substantial experience in executive leadership, safety, corporate governance, financial management and accounting, as well as operational expertise in 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, cybersecurity and governance matters, including the challenges associated with safety performance, large-scale capital projects, transformative technologies and crisis management. Ms. Good led 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 served 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. As a result of her cybersecurity experience, Ms. Good serves as the Audit Committee’s and as the Board’s primary cybersecurity expert, engaging regularly with management on cyber-related topics. | Key skills and qualifications: Engineering/Technology Leadership Safety Risk Management Highly Regulated Industry Experience Cybersecurity/Digital Technology Human Capital Management Environmental Risks/Sustainability Fortune 500 Board Experience CEO of a Large Company Fortune 500 CFO Senior Leadership Experience |

  36. Board Refreshment

    | * Ms. Good will retire as Chair and CEO of Duke Energy Corporation effective April 1, 2025. |

  37. Board Refreshment

    | 16 | | 2025 Proxy Statement |

  38. Board Refreshment

    | Retired United Airlines Pilot; Retired Lt. General and Former Inspector General, U.S. Air Force | Stayce D. Harris Boeing director since: 2021 Committees: • Aerospace Safety • Governance & Public Policy • Special Programs Independent: Yes Age: 65 | Other current public directorships: • BlackRock Fixed-Income Funds Prior public directorships within past five years: • 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) | |

  39. Board Refreshment

    | Lieutenant General Harris brings to the Board extensive aerospace and aviation experience. 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. 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 also has an extensive background in cybersecurity, including a certificate in cybersecurity oversight from Carnegie Mellon University. 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. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Safety Risk Management Highly Regulated Industry Experience Cybersecurity/Digital Technology Human Capital Management Government/Military/Defense Contracting Experience Senior Leadership Experience |

  40. Board Refreshment

    | | 2025 Proxy Statement | 17 |

  41. Board Refreshment

    | Former Executive Vice President and CFO, United Technologies Corporation | Akhil Johri Boeing director since: 2020 Committees: • Finance (Chair) • Audit Independent: Yes Age: 63 | 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) | |

  42. Board Refreshment

    | 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. 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 Human Capital Management International Leadership and Global Relationships Fortune 500 Board Experience Fortune 500 CFO Senior Leadership Experience |

  43. Board Refreshment

    | 18 | | 2025 Proxy Statement |

  44. Board Refreshment

    | Former President and CEO, GE Aviation; Former Vice Chair, General Electric Company | David L. Joyce Boeing director since: 2021 Committees: • Aerospace Safety (Chair) • Governance & Public Policy • Special Programs Independent: Yes Age: 68 | 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) | |

  45. Board Refreshment

    | 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. As Senior Advisor at AE Industrial Partners, LP, and Chairman, AE Industrial Partners HorizonX, Mr. Joyce brings insights into the growing and evolving markets for investments in national security, aerospace and industrial services. 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. In light of Mr. Joyce’s record of achievement in these disciplines, the Board has appointed him as the Aerospace Safety Committee Chair. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience Human Capital Management International Leadership and Global Relationships Government/Military/Defense Contracting Experience Senior Leadership Experience |

  46. Board Refreshment

    | | 2025 Proxy Statement | 19 |

  47. Board Refreshment

    | Former CEO, Qualcomm Incorporated | Steven M. Mollenkopf Independent Board Chair Boeing director since: 2020; Independent Board Chair (2024-present) Committees: • Compensation • Governance & Public Policy • Special Programs Independent: Yes Age: 56 | Other current public directorships: • Dell Technologies Inc. Prior public directorships within past five years: • 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) | |

  48. Board Refreshment

    | Mr. Mollenkopf brings to the Board critical insights 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 due to his experience as the Chief Executive Officer and Chief Operating Officer of Qualcomm, an engineering-driven, high-technology manufacturing company. 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, the Board elected Mr. Mollenkopf to serve as independent Board Chair. | Key skills and qualifications: Engineering/Technology Leadership Complex Manufacturing Expertise Risk Management Human Capital Management International Leadership and Global Relationships Fortune 500 Board Experience CEO of a Large Company Senior Leadership Experience |

  49. Board Refreshment

    | 20 | | 2025 Proxy Statement |

  50. Board Refreshment

    | President and CEO, The Boeing Company | Robert Kelly Ortberg Boeing director since: 2024 Committees: None Independent: No Age: 64 | Other current public directorships: • Aptiv PLC Prior public directorships within past five years: • RTX Corporation | | | Professional highlights: • President and CEO, The Boeing Company (2024-present) • Special Advisor to the Office of the CEO, RTX Corporation (2020-2021) • CEO, Collins Aerospace (2018-2020) • Chairman, President and CEO, Rockwell Collins, Inc. (Chairman, President and CEO 2015-2018; President and CEO 2013-2015; President 2012-2013) • EVP, COO of Government Systems, Rockwell Collins, Inc. (2010-2012) • EVP, COO of Commercial Systems, Rockwell Collins, Inc. (2006-2010) | |

  51. Board Refreshment

    | Mr. Ortberg brings to the Board more than 35 years of aerospace and defense industry experience with deep expertise in operational and technology leadership, manufacturing, engineering, strategy, innovation, and global management. His extensive background as a senior executive includes his role as Chairman, President, and Chief Executive Officer of Rockwell Collins, Inc., a leading provider of avionics and communications systems, where he was instrumental in driving the company’s growth and technological innovation, including the expansion of its product lines and global market presence. Mr. Ortberg also played a crucial role in overseeing Rockwell Collins’ advancement in high-technology product development and operational excellence, which involved navigating complex regulatory and safety requirements. Mr. Ortberg’s leadership—with a focus on customer value, workforce development and a safety-driven culture—was pivotal during a transformative period for Rockwell Collins, including its successful integration into United Technologies Corporation and the formation of Collins Aerospace, where he also served as Chief Executive Officer. Following his retirement from Collins Aerospace, he served as a Special Advisor to the office of the Chief Executive Officer for RTX Corporation (formerly Raytheon Technologies Corporation), an aerospace and defense company that provides advanced systems and services for commercial, military and government customers worldwide, where he provided valuable insights on a wide range of strategic and business matters. His significant expertise in aerospace technology, coupled with his experience in managing and integrating sophisticated technological systems and driving innovation in a highly regulated industry, equips him to contribute effectively to the Board’s strategy and oversight. Mr. Ortberg earned a bachelor’s degree in mechanical engineering from the University of Iowa. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Complex Manufacturing Expertise Safety Risk Management Highly Regulated Industry Experience Human Capital Management International Leadership and Global Relationships Government/Military/Defense Contracting Experience Environmental Risks/Sustainability Fortune 500 Board Experience CEO of a Large Company Senior Leadership Experience |

  52. Board Refreshment

    | | 2025 Proxy Statement | 21 |

  53. Board Refreshment

    | 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: 64 | Other current public directorships: • BWX Technologies, Inc. • Constellation Energy Corporation Prior public directorships within past five years: • 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) | |

  54. Board Refreshment

    | Admiral Richardson brings to the Board 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. Admiral Richardson brings extensive experience managing global operations. 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. He commanded the submarine USS Honolulu and served as naval aide to the President of the United States. As a result of his safety and operational knowledge, the Board elected Admiral Richardson to the Aerospace Safety Committee, as well as the Special Programs Committee Chair. 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/Digital Technology Human Capital Management International Leadership and Global Relationships Government/Military/Defense Contracting Experience Fortune 500 Board Experience Senior Leadership Experience |

  55. Board Refreshment

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE 11 NOMINEES. |

  56. Board Refreshment

    | 22 | | 2025 Proxy Statement |

  57. Board Refreshment

    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, 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 foster and sustain a culture of honesty and accountability. We also have a separate 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.

  58. Board Committees

    Board Committees The Board has six standing committees—the Aerospace Safety Committee, Audit Committee, Compensation Committee, Finance Committee, GPP Committee and Special Programs Committee—each of which operates under a Board-approved charter. The chair of each committee reviews and discusses the agendas and materials for meetings with senior management in advance of distribution to the other committee members, and reports to the Board on topics reviewed and actions taken at each committee meeting. The table below sets forth the current membership of each of the standing committees, the independence of each director, the independence of each committee, and the number of meetings each committee held in 2024.

  59. Board Committees

    | | Independent Director | Aerospace Safety Committee | Audit Committee | Compensation Committee | Finance Committee | GPP Committee | Special Programs Committee | | Committee Independence | — | 100% | 100% | 100% | 100% | 100% | 100% | | Number of Meetings in 2024 | — | 12 | 13 | 9 | 13 | 8 | 3 | | Robert A. Bradway | ✓ | — | — | | — | | — | | Mortimer J. Buckley | ✓ | — | — | — | | | — | | Lynne M. Doughtie | ✓ | — | | | — | — | — | | David L. Gitlin | ✓ | | — | — | | — | — | | Lynn J. Good | ✓ | — | | | — | — | — | | Stayce D. Harris | ✓ | | — | — | — | | | | Akhil Johri | ✓ | — | | — | | — | — | | David L. Joyce | ✓ | | — | — | — | | | | Steven M. Mollenkopf | ✓ | — | — | | — | | | | Robert K. Ortberg | — | — | — | — | — | — | — | | John M. Richardson | ✓ | | — | — | | — | | | Sabrina Soussan* | ✓ | — | | — | | — | — |

  60. Board Committees

    | Independent Board Chair | Audit Committee Financial Expert | Committee Chair | Member |

  61. Board Committees

    * Ms. Soussan is not standing for re-election at the 2025 annual meeting. The principal responsibilities, as well as key focus areas and activities in 2024, of each of the Board’s six committees are highlighted starting below. In addition, each of the committees oversees key risks on behalf of the Board. See “Risk Oversight” beginning on page 31 for information on the role of the committees in the oversight of risk and examples of categories of risk associated with each committee’s area of responsibility.

  62. Finance Committee

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

  63. Governance & Public Policy Committee

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

  64. Compensation of Directors

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

  65. Compensation of Directors

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

  66. Compensation of Directors

    | • | attract and retain outstanding director candidates; and |

  67. Compensation of Directors

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

  68. 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 2024. See “Market Data and Compensation Peer Group” on page 55 for more information. Frederic W. Cook & Co., Inc., or FW Cook, served during 2024 as the GPP Committee’s independent consultant with respect to the compensation of our nonemployee directors.

  69. Compensation of Directors

    | | 2025 Proxy Statement | 39 |

  70. Highlights of our Nonemployee Director Compensation Program

    Highlights of our Nonemployee Director Compensation Program

  71. 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 Stock-Based Compensation: There is an emphasis on stock-based compensation in the overall compensation mix to further align directors’ interests with those of our shareholders. | | ✓ | Recognition of Special Roles: Special roles (such as independent Board Chair and committee chairs) are fairly compensated 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 common 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 Boeing securities with a value of at least three times the annual cash retainer fee, and directors with more than six years of Board service are required to own Boeing 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. |

  72. 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. Neither Mr. Ortberg nor his predecessor, Mr. Calhoun, participates in the nonemployee director compensation program.

  73. 2024 Director Compensation Table

    2024 Director Compensation Table The following table sets forth 2024 compensation for each nonemployee director.

  74. 2024 Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert A. Bradway(4) | 155,440 | 200,000 | 31,000 | 386,440 | | Lynne M. Doughtie(5) | 150,591 | 200,000 | 31,000 | 381,591 | | David L. Gitlin | 135,000 | 200,000 | 31,000 | 366,000 | | Lynn J. Good(6) | 155,000 | 200,000 | 31,000 | 386,000 | | Stayce D. Harris | 135,000 | 200,000 | 31,000 | 366,000 | | Akhil Johri(7) | 157,431 | 200,000 | 30,000 | 387,431 | | David L. Joyce(8) | 185,000 | 200,000 | 31,000 | 416,000 | | Lawrence W. Kellner(9) | 108,874 | 75,824 | 36,155 | 220,853 | | Steven M. Mollenkopf(10) | 327,994 | 200,000 | 12,500 | 540,494 | | John M. Richardson(11) | 150,000 | 200,000 | 31,000 | 381,000 | | Sabrina Soussan | 135,000 | 200,000 | 0 | 335,000 | | Ronald A. Williams(12) | 58,764 | 75,824 | 36,155 | 170,743 |

  75. 2024 Director Compensation Table

    | (1) Reflects total cash compensation paid in 2024 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 or retire from the Board during a quarter. |

  76. 2024 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 2024. 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 or retire from the Board during a quarter. The grant date fair value for these awards is equal to the fair market value of the underlying Boeing common 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 common 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, 2024, 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. |

  77. 2024 Director Compensation Table

    | Director | Accumulated Deferred Stock Units | | Robert A. Bradway | 13,174 | | Lynne M. Doughtie | 4,109 | | David L. Gitlin | 4,741 | | Lynn J. Good | 14,269 | | Stayce D. Harris | 6,128 | | Akhil Johri | 8,616 | | David L. Joyce | 6,672 | | Lawrence W. Kellner | 20,968 | | Steven M. Mollenkopf | 9,244 | | John M. Richardson | 5,377 | | Sabrina Soussan | 1,747 | | Ronald A. Williams | 26,223 |

  78. 2024 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 retirement gifts. The cost of the category of the listed perquisites and other personal benefits that exceeded the greater of $25,000 or 10% of total perquisites and other personal benefits for any director is as follows: for Mses. Doughtie, Good and Harris, Messrs. Bradway, Gitlin, Joyce, Kellner and Williams, and Admiral Richardson, $31,000 for charitable gift matching; and for Mr. Johri, $30,000 for charitable gift matching. |

  79. 2024 Director Compensation Table

    | (4) Mr. Bradway served as Finance Committee Chair until May 17, 2024. He began serving as GPP Committee Chair on May 17, 2024. |

  80. 2024 Director Compensation Table

    | (5) Ms. Doughtie began serving as Audit Committee Chair on May 17, 2024. |

  81. 2024 Director Compensation Table

    | (6) Ms. Good served as Compensation Committee Chair for all of 2024. |

  82. 2024 Director Compensation Table

    | (7) Mr. Johri served as Audit Committee Chair until May 17, 2024. He began serving as Finance Committee Chair on May 17, 2024. |

  83. 2024 Director Compensation Table

    | | 2025 Proxy Statement | 41 |

  84. 2024 Director Compensation Table

    | (8) Mr. Joyce served as Aerospace Safety Committee Chair for all of 2024. |

  85. 2024 Director Compensation Table

    | (9) Mr. Kellner retired from the Board effective May 17, 2024. He served as Board Chair until March 24, 2024. |

  86. 2024 Director Compensation Table

    | (10) Mr. Mollenkopf began serving as the independent Board Chair on March 24, 2024. |

  87. 2024 Director Compensation Table

    | (11) Admiral Richardson served as Special Programs Committee Chair for all of 2024. |

  88. 2024 Director Compensation Table

    | (12) Mr. Williams retired from the Board effective May 17, 2024. He served as GPP Committee Chair until his retirement. |

  89. Compensation Consultant

    Compensation Consultant The Compensation Committee directly engaged FW Cook to serve as its independent compensation consultant during 2024. The GPP Committee also engaged FW Cook during 2024 to serve as its independent compensation consultant relating to nonemployee director compensation. In connection with performing these roles, FW Cook took direction from the Compensation and GPP Committees, as applicable, reported directly to the committees, and did not provide any other services to Boeing. The total amount of fees paid to FW Cook for services to the committees in 2024 was $660,206. FW Cook received no other fees or compensation from us. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent or has prevented it from independently advising the Compensation and GPP Committees. For more information, see “Determination of Executive Compensation” on page 54.

  90. New CEO’s Compensation

    New CEO’s Compensation Upon Mr. Ortberg’s election in August 2024, the Board approved a base salary rate of $1,500,000, as well as stock-based awards with a target grant date value of $16,000,000, granted 50% in the form of a premium-priced stock option (PPSO) and 50% in the form of restricted stock units, to ensure immediate alignment of the bulk of Mr. Ortberg’s compensation with the long-term interests of our shareholders. Mr. Ortberg’s PPSO will vest with respect to 25%, 25% and 50% of the underlying shares on each of the second, third and fourth anniversaries of the grant date, subject to his continued employment through each vesting date (with exceptions for earlier termination due to layoff, death or disability). The exercise price was set at $200.01, representing 120% of the fair market value of one share of Company common stock on the grant date. Mr. Ortberg’s RSUs will vest in three substantially equal installments on the first,

  91. New CEO’s Compensation

    second and third anniversaries of the grant date, respectively, subject to his continued employment through each vesting date (with exceptions for earlier termination due to retirement after attaining age 62 with at least one year of service, layoff, death or disability). Mr. Ortberg also received a cash award of $1,250,000, which was paid to him in December 2024. Mr. Ortberg did not participate in the 2024 annual incentive plan, and he did not receive any awards under our long-term incentive program during 2024. The Board also approved relocation benefits under the Company’s relocation policy, to facilitate his move to Seattle, Washington. Upon hire, the Board also approved Mr. Ortberg’s annual and long-term incentive targets for 2025, of $3,000,000 and $17,500,000, respectively. Mr. Ortberg’s 2025 total target compensation for 2025 of $22,000,000 approximates the market median for his role.

  92. Engagement Following the January 2024 Door Plug Accident

    | Responsive Changes to our 2024 Annual Incentive Plan | | • Operational component exclusively focused on safety and quality performance. In 2024, our annual incentive plan continued to feature a weighted operational performance component. However, in a change from prior years, we focused this component entirely on safety and quality metrics, including reduction of rework and traveled work, completion of 787 join verification rework, reduction in employee injury rates and delivery of 737 MAX inventory built prior to 2023. Outcomes under our annual incentive plan metrics are described on page 59. • Increased weighting of safety and quality performance to 60% of overall score for our Commercial Airplanes business. For 2024, the incentive score for our Commercial Airplanes business was based 60% on performance in safety and quality metrics and 40% on financial performance, as compared to 75% and 25% weightings, respectively, in 2023. |

  93. Engagement Following the January 2024 Door Plug Accident

    | Responsive Changes to our 2024-2026 Long-Term Incentive Program | | • Incorporated critical 2024 product safety milestones into design of performance restricted stock units for executive officers. Our long-term incentive awards to executive officers for the 2024-2026 performance period were granted 55% in the form of performance restricted stock units, or PRSUs, and 45% in RSUs. The PRSUs will pay out between 0% to 200% of the target units granted based on performance against pre-set cumulative free cash flow goals over the three-year period. However, new for 2024, these PRSUs incorporated two product safety milestones which, if not achieved by the end of 2024, would result in the calculated payout being reduced by 25% (if goals were completed in 2025) or down to 0% (if goals were not completed in 2025). The two milestones relate to the design and deployment of an employee safety culture survey and the development and implementation of operational control limits for several key Commercial and Defense programs. These PRSUs and our long-term incentive program are described in more detail on page 58. • Reduced long-term incentive award grant values by 22% for all executive officers. After approving long-term incentive targets for our executive officers (which were largely already significantly reduced from the targets set in 2023), the Board and the Compensation Committee decided to reduce each executive’s actual long-term incentive award by the percentage decline in the Company’s stock price between January 5, 2024 (the day of the 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. This action was consistent with our continued commitment to align pay to performance and ensure that our pay programs deliver value only when the Company delivers value to our shareholders. |

  94. Engagement Leading up to and following the 2024 annual meeting

    | Responsive Changes to our 2025 Annual Incentive Plan | | • A single enterprise incentive score to drive alignment on priorities, unity and accountability. In 2024 and prior years, our annual incentive plan established separate incentive scores for each business unit. This year, to unify our workforce behind the core work we must collectively do to restore trust with our stakeholders, and to ensure that our incentive goals can be clearly and effectively communicated to our employees, we will have a single enterprise incentive score for 2025. This score will be based 80% on performance against pre-established financial targets for free cash flow, revenue and core earnings per share, and 20% on progress towards achieving specific operational priorities (described below) for the Company. As in prior years, this score will determine payouts not only for our executive officers, but our entire executive team and over 100,000 of our colleagues around the world, and drive a culture of company-wide accountability and mission clarity. • Operational priorities focused on safety and execution. This component of our 2025 enterprise score is intended to reinforce our Company-wide focus on two strategic pillars – Safety and Execution. Under the Safety pillar, we will assess key performance indicators focused on safety and production health, including employee proficiency in core skills, rework and traveled work levels and supplier shortages. These key performance indicators (KPIs) and their associated operational control limits were developed in cooperation with the FAA in 2024 as part of our Safety & Quality Plan and have since been operationalized as appropriate in key programs across our business, providing a real-time mechanism for assessing the health of our production system and determining readiness for production rate increases. We will also assess implementation of action items for 2025 under our Safety & Quality Plan, as well as performance against pre-established goals aimed at reducing employee injuries. The goals under the Execution pillar are designed to drive improvement in execution discipline across our business and will be scored based on progress toward milestones established for 2025 under our long-range business plan, including for key derivative and fixed price development programs, and our ability to meet customer commitments. | | Responsive Changes to our 2025-2027 Long-Term Incentive Program | | • Shift to premium-priced stock options with a ten-year term, due to the uncertainty of our current business environment. In February 2025, the Compensation Committee (and with respect to our CEO, the Board) granted long-term incentive awards to our executive officers for the 2025-2027 performance period. These awards were granted in the form of premium-priced stock options, representing 55% of the target award value and replacing PRSUs, and time-vested RSUs, representing 45% of the target award value. The backdrop for this decision is the extraordinary uncertainty of our current business environment, including our recent performance and operational challenges, regulatory and geopolitical uncertainty, lingering impacts of the IAM 751 work stoppage, geopolitical volatility and ongoing disruption in our supply base. While the Compensation Committee recognizes the value of setting pre-established targets for long-term incentive award achievement, our ability to set realistic long-term financial goals with an appropriate amount of stretch is severely challenged by our current environment. In light of these considerations, the Compensation Committee determined that premium-priced stock options are the best vehicle for incentivizing long-term performance and meaningful improvement for our shareholders at this time. Consistent with past practice, the Compensation Committee is committed to regularly reviewing the components of the long-term incentive program to determine whether this structure should continue. |

  95. How Our Pay Programs Drive Product Safety

    How Our Pay Programs Drive Product Safety Over 100,000 of our employees, including our most senior executives, participate in plans governed by our annual incentive scores, which have included safety and quality metrics since we first introduced an operational element in 2021. Our other employees who do not participate in plans governed by our annual incentive scores (including employees who are subject to collective bargaining agreements) can also earn incentives based on safety and quality performance measured at the site level, with metrics largely aligned to those utilized in our annual incentive plan. In early 2024, we also developed quantitative product safety-related goals for each of our NEOs (other than Mr. Ortberg, who joined the Company in August 2024). 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 NEO individual performance scores. While we continue to adapt our incentive plan to our changing circumstances, our standard for how our goals must be achieved remain unchanged—through a constant and shared commitment to our core values of safety, quality, integrity and sustainability. These values are at the core of how the Company operates. We are working to create a culture where all employees feel empowered to speak up, ask for guidance and report concerns, including those related to ethics, safety and quality. Our leaders are expected to lead by example and live by these values every day, and their performance in these areas is considered for purposes of individual performance assessments impacting pay decisions.

  96. How We Align Pay to Shareholder Interests

    | Pay for Performance | A significant portion of pay for senior leaders is performance-contingent, variable and directly linked to individual and Company performance, including operational and financial performance that drives the creation of long-term shareholder value. Leaders are held accountable for business outcomes. | | Commitment to Core Values | Pay is directly linked to the executive’s commitments to our core values of safety, quality, integrity and sustainability, 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, 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. |

  97. Overview of 2024 Compensation Structure

    Overview of 2024 Compensation Structure 2024 Target Total Direct Compensation. The Compensation Committee (and, with respect to salary for our executive officers and all components of pay for our CEO, the Board) makes annual pay decisions for our executive officers within a target total direct compensation framework. This framework includes three principal elements of executive compensation: base salary, annual incentives and long-term incentives. Each element, as well as the total, is generally benchmarked by role against market data and our 19-member peer group using median pay as a starting point; however, elements can and typically do vary from that median based on factors such as job requirements, internal pay data, business needs, unique market considerations and the executive officer’s experience, qualifications and performance. Generally, annual and long-term incentives are established during the first quarter of the year and are expressed as a target pay opportunity. Below we summarize the base salary and annual and long-term incentive target opportunities for our NEOs in 2024. As described below, the Committee (and the Board, with respect to Mr. Calhoun) decided to reduce the long-term incentive target opportunities for NEOs serving in their roles as of the annual grant date in March 2024 by the percentage decline in our stock price between the January 5 door plug accident and the grant date, or 22%.

  98. Overview of 2024 Compensation Structure

    | | FIXED | | VARIABLE | | | | | | Name | Base Salary ($) | One-time Cash Awards ($) | Annual Incentive Target ($) | Long-Term Incentive Target ($) | Long- Term Incentive Granted ($) | 2024 Target Total (before LTI reduction) ($) | 2024 Target Total (after LTI reduction) ($) | | Robert K. Ortberg(1) | 1,500,000 | 1,250,000 | 0 | 16,000,000 | 16,000,000 | 18,750,000 | 18,750,000 | | Brian J. West | 1,000,000 | 0 | 1,100,000 | 6,000,000 | 4,674,622 | 8,100,000 | 6,774,622 | | Stephanie F. Pope | 1,200,000 | 0 | 2,000,000 | 10,000,000 | 7,791,487 | 13,200,000 | 10,991,487 | | Brett C. Gerry | 900,000 | 0 | 900,000 | 4,000,000 | 3,116,480 | 5,800,000 | 4,916,480 | | D. Christopher Raymond | 700,000 | 0 | 700,000 | 2,600,000 | 2,025,432 | 4,000,000 | 3,425,432 | | Former executive officers: | | | | | | | | | David L. Calhoun(2) | 1,400,000 | 0 | 2,800,000 | 17,000,000 | 13,245,567 | 21,200,000 | 17,445,567 | | Stanley A. Deal(2) | 1,100,000 | 0 | 1,500,000 | 6,000,000 | 4,674,622 | 8,600,000 | 7,274,622 | | Theodore Colbert III(2) | 1,000,000 | 0 | 1,000,000 | 5,000,000 | 3,895,551 | 7,000,000 | 5,895,551 | | LTI awards granted in March 2024 for all then-serving NEOs were reduced by the percentage decline in our share price between the January 2024 door plug accident and the grant date | | | | | 22% reduction from target | | |

  99. Overview of 2024 Compensation Structure

    | (1) Mr. Ortberg, who joined the Company in August 2024, did not participate in our 2024 annual incentive plan or our 2024 long-term incentive program. Instead, he received stock-based awards in the form of time-vested RSUs (grant date value of $8,000,000) and a premium-priced stock option (grant date value of $8,000,000), and a cash award of $1,250,000. |

  100. Overview of 2024 Performance-Based Compensation

    Overview of 2024 Performance-Based Compensation 2024 Annual Incentive Plan. Each NEO, other than Mr. Ortberg who joined the Company in August 2024, participated in the 2024 plan. The metrics utilized in 2024, and our performance relative to goals established under each metric, are summarized below. More detail can be found starting on page 59. This performance resulted in the following incentive scores for 2024. 2022-2024 Long-Term Incentive Awards. Our long-term incentive awards for the 2022-2024 performance period were granted in the form of equally weighted PPSOs and time-vested RSUs and vested in early 2025. Outcomes for these awards following conclusion of the three-year vesting period are presented below. 2024-2026 Long-Term Incentive Awards. Our long-term incentive awards for the 2024-2026 performance period for all NEOs other than Mr. Ortberg were granted 55% in PRSUs and 45% in time-vested RSUs. More detail can be found starting on page 58. Mr. Ortberg, who joined the Company in August 2024, did not participate in the long-term incentive program.

  101. 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 Committees and independent directors on performance of executive officers impacting product safety • Consults with Compensation Committee on incentive plan metrics relating to product safety | | | | Governance & Public Policy Committee | | | | • Evaluates CEO performance with Aerospace Safety and Compensation Committees and independent directors | | | | Independent Directors | | | | • Evaluate performance of CEO and other executive officers | | | | • Review executive officer pay and approve CEO compensation and executive officer base salaries |

  102. NEO Individual Performance Assessment Process

    NEO Individual Performance Assessment Process The CEO’s individual performance is evaluated by the Compensation, GPP and Aerospace Safety Committees and reviewed with the other independent directors of the Board. For all other executive officers, including the NEOs, the CEO reviews performance with the Board and, following that review, presents the Compensation Committee with recommendations for individual performance scores. The Compensation Committee reviews the CEO’s recommendations as well as input from the Aerospace Safety and GPP Committees, makes such adjustments as it deems appropriate and approves individual performance scores. Individual performance assessments reflect the Compensation Committee’s evaluation of each executive officer’s business achievements, contributions and overall performance. For 2024, these assessments also included performance by each NEO (other than Mr. Ortberg, who joined the Company in August, and Messrs. Calhoun, Deal and Colbert, who ceased serving as executive officers during 2024 and did not receive annual incentive payouts for 2024) under pre-set tailored product safety metrics developed by the Compensation Committee with participation of the Aerospace Safety Committee and our Chief Aerospace Safety Officer. These assessments also incorporate how each executive officer performed with respect to our core values of safety, quality, integrity and sustainability, as well as key leadership behaviors. The above process results in individual performance scores, expressed as a percentage ranging from 0 to 120% that multiplies earned annual incentive payouts for the applicable year.

  103. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee engaged FW Cook to serve as its independent compensation consultant during 2024. The GPP Committee also engaged FW Cook during 2024 to serve as its independent compensation consultant relating to nonemployee director compensation, as described on page 42. In connection with performing these roles, FW Cook took direction from the Compensation and GPP Committees, as appropriate, reported directly to the committees and did not provide any other services to the Company. The Compensation Committee assessed the independence of FW Cook pursuant to SEC and NYSE rules and determined that no conflict of interest existed or exists that would prevent the firm from independently representing the Compensation and GPP Committees. In making this assessment, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to the compensation consultant’s independence, including that the consultant provided no services for Boeing other than pursuant to its engagement by the Compensation and GPP Committees. The Compensation Committee also determined there were no other factors the committees should consider in connection with the assessment or that were otherwise relevant to the committees’ engagement of FW Cook.

  104. 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 2024, Boeing’s primary peer group consisted of the 19 companies listed below.

  105. Market Data and Compensation Peer Group

    | 2024 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 | |

  106. 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). Although our financial results and market capitalization over recent years have

  107. Market Data and Compensation Peer Group

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  108. Market Data and Compensation Peer Group

    been severely and negatively impacted by multiple challenges, a core goal of our compensation program is to attract, retain and motivate the leaders we need to rebuild the Company’s financial strength back up to (and beyond) pre-2019 levels. Accordingly, we believe that this peer group continues to represent the appropriate reference point for competitive pay benchmarking. 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 2024 Executive Compensation Survey. 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.

  109. 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 each year. In 2024, Ms. Pope’s and Mr. Raymond’s annual incentive targets were adjusted in connection with their role changes, as described under “2024 NEO Pay Decisions” starting on page 61. Mr. Ortberg did not participate in our 2024 annual incentive plan. No changes were made to the annual incentive targets for our other NEOs during 2024. Actual incentive awards are determined as follows: Incentive Score. The Company performance metrics driving our annual incentive plan payouts are measured through a formulaic incentive score. The incentive score is determined by comparing our performance under both financial and operational metrics against targets established in connection with our 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 metric is assigned a percentage score based on a curve established by the Compensation Committee, with a score of 100% corresponding to target performance. The incentive score elements for each of our business units is illustrated on the next page. As these scores incorporate performance at the business unit level, the incentive score that applies to each executive depends on the business unit

  110. Annual Incentive Plan

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  111. Annual Incentive Plan

    to which the executive is aligned. Executive officers who are not aligned to a specific business unit receive the average of the three scores. Financial performance metrics. The metrics used to determine financial performance for our 2024 annual incentive plan were selected to drive performance in specific areas that drive the most meaningful contribution to the business, as described below.

  112. Annual Incentive Plan

    | Free Cash Flow(1) drivers | Operating Earnings(2) drivers | Revenue drivers | | • First-time quality and safety • On-time delivery • Disciplined asset inventory and cash management • Disciplined investments in productivity and innovation | • First-time quality and safety • On-time delivery • Continued innovation • Operating cost management and achievement of productivity targets | • First-time quality and safety • On-time delivery |

  113. Annual Incentive Plan

    | (1) Free cash flow is a non-GAAP measure and is defined as GAAP operating cash flow, less capital expenditures for property, plant, and equipment additions. |

  114. Annual Incentive Plan

    | (2) Operating earnings is defined as the segment profit (or loss) remaining after subtracting operating costs from revenues. |

  115. Annual Incentive Plan

    Operational performance metrics. Following the January 2024 door plug accident and informed by shareholder feedback, the Compensation Committee undertook a comprehensive review of our annual incentive design in early 2024 and determined that our operational performance metrics for this year should be exclusively focused on safety and quality. For our Commercial Airplanes business, performance in safety and quality accounted for 60% of that business unit’s incentive score (as compared to 25% for our other two business units) to drive increased focus on the immediate critical work to be done in these areas. Below we list the safety and quality metrics utilized in our 2024 annual incentive plan:

  116. Annual Incentive Plan

    | Traveled work | Targeted a reduction in the average number of unfinished jobs per airplane traveling from final assembly (as compared to 2023) | | Rework | Targeted a reduction in hours spent performing rework during final assembly, calculated as total rework hours divided by total manufacturing hours (as compared to 2023) | | Shadow Factories | Targeted delivery of pre-2023 737 MAX inventory and completion of 787 join rework | | Employee Safety | Targeted reduction in the enterprise-wide OSHA recordable injury case rate (as compared to 2023) | | Distribution Safety | Targeted a reduction in unsafe shipments of dangerous goods (as compared to 2023) |

  117. 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 adjustments to reported results were applied for 2024.

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  119. Annual Incentive Plan

    Individual Performance Score. The individual performance score for each NEO, which can range from 0% to 120%, acts as a multiplier to the incentive payout calculated based on each NEO’s target and the applicable incentive score. For 2024, consideration of individual performance included achievement against product safety metrics for each NEO other than Mr. Ortberg, who joined the Company in August 2024, and Messrs. Calhoun, Deal and Colbert, who ceased serving as executive officers in 2024 and received no annual incentive payout for 2024. The factors considered by the Compensation Committee in determining the scores for our other NEOs are described under “2024 NEO Pay Decisions” starting on page 61.

  120. Long-Term Incentive Program

    Long-Term Incentive Program As was the case in 2023, our 2024 long-term incentive awards granted to all NEOs in their roles as of the March grant date were awarded 55% in PRSUs and 45% PRSUs. The PRSUs will pay out from 0% to 200% of the target units granted based on achievement against pre-set cumulative free cash flow goals over the 2024-2026 performance period. Following the January 2024 door plug accident and informed by shareholder feedback, the Compensation Committee incorporated two critical product safety milestones for 2024 into the design of our 2024 PRSUs. Failure to meet these two milestones by year-end would result in the calculated payout being reduced by 25% (if completed in 2025) or down to 0% (if not completed in 2025). The two milestones were:

  121. Long-Term Incentive Program

    | • | 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 |

  122. Long-Term Incentive Program

    | • | 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. |

  123. Long-Term Incentive Program

    These milestones are a component of the Company’s comprehensive plan to strengthen its safety management and quality assurance and re-earn the trust of its global customers and the FAA. The operational control limits, in particular, provide real-time insights into production system health and aid in monitoring tangible improvements and determining system readiness for potential future rate increases. Following consultation with the Aerospace Safety Committee, which reviewed the Company’s detailed action plans and outcomes for the above-described milestones, the Compensation Committee certified completion in December 2024. Our PRSUs and RSUs require three years of continuous service to vest, except in cases of qualifying retirements, layoff, death or long-term disability. Specifically, the awards provide for full vesting upon retirement or layoff after attaining age 62 with at least one year of service or termination due to death or long-term disability, or pro-rated vesting upon retirement after attaining age 55 with at least ten years of service, retirement under a Company-sponsored qualified defined benefit pension plan or layoff. Any other type of termination prior to vesting will result in forfeiture of the awards. The PRSUs and RSUs granted to Mr. Calhoun, who was serving as our CEO at the time of grant, contain special restrictions designed to ensure that this significant component of his pay remains firmly linked to the Company’s long-term performance for the duration of his CEO service and beyond. Specifically, Mr. Calhoun will receive distribution of his vested RSUs and (if earned) PRSUs in ten annual installments following his separation.

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  125. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan Financial performance results. 2024 performance with respect to our annual financial metrics is set forth below. No adjustments were made for incentive plan purposes to any metrics or results. Below-threshold performance for Commercial Airplanes was primarily driven by management’s decision to slow down production rates and delay rate increases, for the purpose of addressing findings and implementing improvements coming out of FAA and internal safety and quality audits. In addition, both Commercial Airplanes and Defense were impacted by supply chain disruptions and the IAM 751 work stoppage that paused our operations in the Puget Sound region for over two months. Below-threshold performance for Defense was further impacted by continued challenges in fixed-price development programs. Operational performance results. 2024 performance with respect to our operational metrics is set forth on the next page. Below-threshold performance in these metrics was driven by a range of circumstances, but the largest contributing factor was disruption caused by the slow-down of our production system to address safety and quality audit findings following the January 2024 door plug accident. Performance was also impacted by the IAM 751 work stoppage in the Puget Sound region. These circumstances resulted in a substantial reduction in total manufacturing hours and airplanes produced during 2024, impacting our rework rate (which compares hours spent on rework to total manufacturing hours) and our traveled work rate (which is the average number of incomplete jobs per airplane). The disruption also slowed down our completion of pre-2023 MAX inventory delivery and 787 join verification work. With

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  127. 2024 Annual Incentive Plan

    respect to employee injury rates, while we maintained the improved rate achieved in 2023, we did not achieve the targeted reduction. The above-described performance resulted in the following incentives scores for 2024.

  128. 2022-2024 Long-Term Incentive Program

    2022-2024 Long-Term Incentive Program Vesting of 2022-2024 Long-Term Incentive Awards. Our NEOs (other than Mr. Ortberg) received long-term incentive awards for the 2022-2024 performance period in the form of equally weighted PPSOs and time-vested RSUs. These PPSOs and RSUs vested on February 16, 2025 and February 18, 2025, respectively. PPSOs were issued with an exercise price equal to 120% of the grant date fair market value of one share of our common stock, or $260.98, subject to a provision that the exercise price would be reduced to 110% of the grant date fair market value if our total shareholder return over the three-year vesting period exceeded the median total shareholder return of our peer group plus Airbus. This stock performance threshold was not met; accordingly, the exercise price was not reduced. On the vesting date of February 16, 2025, the most recent closing price of a share of Company common stock was $184.42. As such, the exercisable value of these PPSOs on the vesting date was zero. However, these PPSOs, which will remain exercisable for ten years following the grant date while the executive remains employed with us (subject to limited exceptions, described below) will continue to incentivize our NEOs towards our sustained long-term recovery, aligned to the length of our business cycle and the time period over which we expect to realize the benefit of the strategic decisions being made now. Our time-vested RSUs were issued in February 2022 with a grant date fair market value per share of $217.48 and vested on February 18, 2025, at a fair market value of $186.44 per share. Overall, the value realized by our NEOs as of the vesting date with respect to their 2022-2024 long-term incentive awards represented 43% 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

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  130. 2022-2024 Long-Term Incentive Program

    age 55 with ten years of service, at least age 62 with one year of service, or otherwise eligible to retire under the terms of a Company-sponsored qualified defined benefit pension plan). 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:

  131. 2022-2024 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. |

  132. 2022-2024 Long-Term Incentive Program

    | • | Termination for cause: PPSOs immediately expire. |

  133. 2022-2024 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. |

  134. 2022-2024 Long-Term Incentive Program

    The 2022-2024 long-term incentive awards granted to Mr. Calhoun, who was serving as our CEO at the time of grant, contain special restrictions designed to ensure that this significant component of his pay remains firmly linked to the Company’s long-term performance for the duration of his CEO service and beyond. Specifically, Mr. Calhoun was prohibited from selling or otherwise transferring any shares acquired through exercise of PPSOs while he was employed by the Company and will receive distribution of his vested RSUs in ten annual installments following his separation.

  135. Operating Officer

    Operating Officer Base Salary. Effective January 1, 2024, Ms. Pope’s salary was increased from $1,000,000 to $1,200,000, in connection with her election to the position of Chief Operating Officer of the Company (her prior role was President and CEO, Global Services). No further adjustments were made to Ms. Pope’s salary in 2024, including in connection with her election to the position of President and CEO of our Commercial Airplanes business in March 2024. Annual Incentive Plan Target and Payout. Effective January 1, 2024, and in connection with her new role, the Compensation Committee approved an annual incentive target for Ms. Pope of $2,000,000, as compared to $1,000,000 in her prior role leading the Global Services business. No further adjustments were made to Ms. Pope’s annual incentive target, including in connection with assuming an additional role in March 2024. In February 2025, the Compensation Committee approved an annual incentive payout of $87,213 for Ms. Pope, determined by multiplying her pro-rated target (for the period January through March, when she was serving exclusively as Chief Operating Officer) by the enterprise incentive score of 19%, and multiplying the product by an individual performance score of 100%. Ms. Pope did not receive any payout attributable to her time spent leading the Commercial Airplanes business, as the incentive score for that business was 0%.

  136. Operating Officer

    Long-Term Incentive Award. Effective January 1, 2024, and in connection with her new role, the Compensation Committee approved a long-term incentive target of $10,000,000 for Ms. Pope for the 2024-2026 performance period, as compared to $5,500,000 for 2023 when she was leading the Global Services business. For the reason described on page 61, the Compensation Committee reduced the target value of Ms. Pope’s 2024 award, granted in the form of PPSOs and RSUs, by 22% to $7,791,487. Individual Performance Highlights. During 2024, Ms. Pope:

  137. Former President and CEO

    Impact of Retirement. Mr. Calhoun retired from the Company on March 1, 2025. As he qualified as retirement-eligible (having attained at least age 62 with one year of service) under pre-existing contractual provisions of our long-term incentive awards, Mr. Calhoun was eligible to vest in awards granted under our long-term incentive program that remained outstanding as of the date of his retirement, including 92,286 PRSUs and 72,761 RSUs granted in 2023 and 2024 (provided that PRSUs will only pay out subject to applicable Company performance against the goals established for those awards). These awards (if earned, with respect to PRSUs) will be paid out in ten annual installments following his separation from the Company. His PPSOs granted under the terms of our long-term incentive program, all of which vested in accordance with their terms before Mr. Calhoun’s retirement, will remain exercisable until the ten-year expiration date of those awards.

  138. and CEO, Commercial Airplanes

    and CEO, Commercial Airplanes On March 25, 2024, Mr. Deal ceased serving in the position of President and CEO of our Commercial Airplanes business. He remained an employee of the Company, serving in a transitional advisory capacity, until his retirement on October 1, 2024. Base Salary. No adjustments were made in 2024 to Mr. Deal’s base salary of $1,100,000. Annual Incentive Plan Target and Payout. No adjustments were made in 2024 to Mr. Deal’s annual incentive target of $1,500,000. Mr. Deal received an annual incentive payout of $0 for 2024. Long-Term Incentive Award. In February 2024, the Compensation Committee approved a long-term incentive target of $6,000,000 for Mr. Deal for the 2024-2026 performance period, compared to $8,400,000 in 2023. For the reason described on page 61, the Compensation Committee applied a reduction of 22% to Mr. Deal’s target. As a result, Mr. Deal’s long-term incentive awards, granted in the form of PPSOs and RSUs, had a grant date value of $4,674,622, representing an overall reduction of 44% from the prior year. Impact of Retirement. Mr. Deal retired from the Company on October 1, 2024. As he qualified as retirement-eligible (having attained at least age 55 with ten years of service) under pre-existing contractual provisions of our long-term incentive awards, Mr. Deal was eligible to vest in pro rata portions of awards granted under our long-term incentive program that remained outstanding as of the date of his retirement, including a PPSO with respect to 29,972 shares granted in 2022, 22,329 RSUs granted between 2022 and 2024, and 14,566 PRSUs granted in 2023 and 2024 (provided that PRSUs will only pay out subject to the Company’s performance against the goals established for those awards). These pro rata awards (if earned, with respect to PRSUs) will be paid out or become exercisable, as applicable, at the same times as would have occurred had Mr. Deal remained employed through the applicable vesting dates. His vested PPSOs granted under the terms of our long-term incentive program, including those that vested prior to Mr. Deal’s retirement, will remain exercisable until the ten-year expiration date of those awards. Mr. Deal also vested in 4,320 Career Shares (stock unit awards granted prior to 2006) upon his retirement. More detail can be found under “Potential Payments upon Termination” starting on page 80.

  139. and CEO, Defense, Space & Security

    and CEO, Defense, Space & Security On September 20, 2024, Mr. Colbert ceased serving in the position of President and CEO of our Defense business. He remained an employee of the Company, serving in a transitional advisory capacity, until his separation due to layoff on December 2, 2024. Base Salary. No adjustments were made in 2024 to Mr. Colbert’s base salary of $1,000,000. Annual Incentive Plan Target and Payout. No adjustments were made in 2024 to Mr. Colbert’s annual incentive target of $1,000,000. Mr. Colbert received an annual incentive payout of $0 for 2024. Long-Term Incentive Award. In February 2024, the Compensation Committee approved a long-term incentive target of $5,000,000 for Mr. Colbert for the 2024-2026 performance period, compared to $6,000,000 in 2023. For the reason described on page 61, the Compensation Committee applied a reduction of 22% to Mr. Colbert’s target. As a result, Mr. Colbert’s long-term incentive awards, granted in the form of PPSOs and RSUs, had a grant date value of $3,895,551, representing a reduction of 35% from the prior year. Impact of Separation. Mr. Colbert separated from the Company due to layoff on December 2, 2024. In accordance with pre-existing contractual provisions of our long-term incentive awards, Mr. Colbert was eligible to vest in pro rata portions of awards that remained outstanding as of the date of his separation, including a PPSO with respect to 22,746 shares granted in 2022, 18,004 RSUs granted between 2022 and 2024, and 12,185 PRSUs granted in 2023 and 2024 (provided that PRSUs will only pay out subject to the Company’s performance against the goals established for those awards). These pro rata awards (if earned, with respect to PRSUs) will be paid out or become exercisable, as applicable, at the same times as would have occurred had Mr. Colbert remained employed through the applicable vesting dates. His vested PPSOs granted under the terms of our long-term incentive program, including those that vested prior to Mr. Colbert’s separation, will remain exercisable for five years following his separation. Because Mr. Colbert’s layoff was not due to job elimination, he was not eligible to receive cash severance under our Executive Layoff Benefits Plan. More detail can be found under “Potential Payments upon Termination” starting on page 80.

  140. Severance Benefits

    Severance Benefits We maintain an Executive Layoff Benefits Plan to provide separation benefits for executives who are involuntarily laid off due to a job elimination (these separation benefits are not provided upon layoff without job elimination, or 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 incentive 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. As no NEO experienced a layoff due to job elimination in 2024, no benefits under the Executive Layoff Benefits Plan were paid to any NEO with respect to that year. 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.

  141. Granting Practices

    Granting Practices The Compensation Committee (or, with respect to our CEO, the Board) typically grants long-term incentive awards to executive officers each February, and the Board meeting date is generally the effective grant date for the grants. However, in 2024 and in connection with design changes implemented following the January 2024 accident, long-term incentive awards for our executive officers were granted in March. 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 common stock on the grant date. For stock options, the exercise price is determined by reference to the same fair market value, with any applicable premium applied (120% for stock options granted to our CEO in connection with his hire). Executive officers who join the Company after the annual grant date are generally eligible for their first long-term incentive awards on the next regular annual grant date or upon or shortly after hire. The Committee does not take material nonpublic information into account when determining the grant date, vesting date or other terms and conditions of equity awards, and does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  142. Accounting Implications

    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.

  143. Compensation and Risk

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

  144. Compensation and Risk

    | ✓ | Incorporation of an individual performance assessment for executives 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; |

  145. 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; |

  146. Compensation and Risk

    | ✓ | The use of multiple financial metrics in incentive plans, sharpening our executives’ focus on the areas within their control that best drive long-term shareholder value; |

  147. 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); |

  148. Compensation and Risk

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

  149. Compensation and Risk

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

  150. Compensation and Risk

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

  151. 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 |

  152. Compensation and Risk

    As part of our ongoing process of evaluating our compensation program design for unintended or inappropriate levels of risk, the Compensation Committee engaged FW Cook to conduct an independent assessment of the risk in our compensation design for 2024. Through this assessment, FW Cook 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 2024. In light of these findings and the features of our program, 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. FW Cook conducted a similar review of our annual and long-term incentive program design for 2025 and presented its conclusion to the Compensation Committee in February 2025 that our plans do not encourage inappropriate risk taking.

  153. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation for each of our 2024 named executive officers.

  154. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Robert K. Ortberg President and CEO | 2024 | 525,000 | 1,250,000(7) | 7,999,900 | 7,999,946 | 0 | 0 | 613,783 | 18,388,629 | | Brian J. West Chief Financial Officer | 2024 | 1,000,000 | 0 | 4,674,622 | 0 | 209,000 | 0 | 302,808 | 6,186,430 | | | 2023 | 1,000,000 | 0 | 9,364,000 | 0 | 1,089,000 | 0 | 488,638(8) | 11,941,638(8) | | | 2022 | 1,000,000 | 0 | 3,000,000 | 3,000,000 | 1,343,100 | 0 | 456,757 | 8,799,857 | | Stephanie F. Pope President and CEO, Commercial Airplanes; Former Chief Operating Officer | 2024 | 1,191,539 | 0 | 7,791,487 | 0 | 87,213 | 0 | 891,052 | 9,961,291 | | | 2023 | 959,231 | 0 | 6,437,750 | 0 | 1,368,500 | 118,720 | 772,022 | 9,656,223 | | Brett C. Gerry Chief Legal Officer | 2024 | 900,000 | 0 | 3,116,479 | 0 | 171,000 | 0 | 225,198 | 4,412,677 | | | 2023 | 900,000 | 0 | 6,437,750 | 0 | 850,500 | 68,500 | 304,729 | 8,561,479 | | | 2022 | 890,000 | 0 | 2,000,000 | 2,000,000 | 1,048,950 | 0 | 270,690(9) | 6,209,640(9) | | D. Christopher Raymond President and CEO, Global Services | 2024 | 694,352 | 0 | 2,025,432 | 0 | 392,000 | 0 | 658,953 | 3,770,737 | | David L. Calhoun Former President and CEO | 2024 | 1,346,154 | 0 | 13,245,567 | 0 | 0 | 0 | 459,091 | 15,050,812 | | | 2023 | 1,400,000 | 0 | 30,231,750 | 0 | 0 | 0 | 1,138,769 | 32,770,519 | | | 2022 | 1,400,000 | 0 | 8,500,000 | 8,500,000 | 3,418,800 | 0 | 778,378 | 22,597,178 | | Stanley A. Deal Former President and CEO, Commercial Airplanes | 2024 | 858,846 | 0 | 4,674,622 | 0 | 0 | 0 | 587,126 | 6,120,594 | | | 2023 | 1,100,000 | 0 | 9,832,200 | 0 | 756,000 | 338,125 | 512,651 | 12,538,976 | | | 2022 | 1,100,000 | 0 | 2,800,000 | 2,800,000 | 1,740,000 | 0 | 361,396 | 8,801,396 | | Theodore Colbert III Former President and CEO, Defense, Space & Security | 2024 | 969,231 | 0 | 3,895,550 | 0 | 0 | 0 | 257,654 | 5,122,435 | | | 2023 | 1,000,000 | 0 | 7,023,000 | 0 | 600,000 | 0 | 340,171 | 8,963,171 | | | 2022 | 966,154 | 0 | 2,000,000 | 2,000,000 | 899,863 | 0 | 425,846 | 6,291,863 |

  155. Summary Compensation Table

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

  156. Summary Compensation Table

    | (2) 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. Assumptions used in the calculation of these values are included in Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. 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 $5,142,104 for Mr. West, $8,570,558 for Ms. Pope, $3,428,070 for Mr. Gerry, $2,228,014 for Mr. Raymond, $14,570,066 for Mr. Calhoun, $5,142,104 for Mr. Deal and $4,285,086 for Mr. Colbert. Mr. Ortberg did not receive an award of PRSUs in 2024. The grant date fair value of each 2024 RSU and PRSU award is set forth in the 2024 Grants of Plan-Based Awards table on page 73. |

  157. Summary Compensation Table

    | (3) Amounts reflect the grant date fair value of premium-priced 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, and all of these premium-priced stock options have exercise prices that exceeded the closing price of our common stock at year-end (see the Outstanding Equity Awards at 2024 Fiscal Year-End table on page 75 for exercise prices). Assumptions used in the calculations of grant date fair values are included in Note 18 to our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The grant date fair value of Mr. Ortberg’s 2024 premium-priced stock option is set forth in the 2024 Grants of Plan-Based Awards table on page 73. |

  158. Summary Compensation Table

    | (4) Amounts reflect annual incentive compensation, which is based on total Company, business unit and individual performance, including amounts deferred under our Executive SSP. The target and maximum amounts for 2024 annual incentive awards are reflected in the 2024 Grants of Plan-Based Awards table on page 73. Mr. Ortberg, who was hired in August 2024, did not participate in our annual incentive plan for 2024. |

  159. Summary Compensation Table

    | (5) 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 “2024 Pension Benefits” beginning on page 77. None of the NEOs received any earnings on their deferred compensation based on above-market or preferential rates. |

  160. Summary Compensation Table

    | | 2025 Proxy Statement | 71 |

  161. Summary Compensation Table

    | (6) The following table sets forth the elements of “All Other Compensation” provided in 2024 to our NEOs: |

  162. Summary Compensation Table

    | Name | Perquisites and Other Personal Benefits ($)(a) | Tax Reimbursements ($)(b) | Company Contributions to Retirement Plans ($) | Total All Other Compensation ($) | | Robert K. Ortberg | 454,541 | 107,319 | 51,923 | 613,783 | | Brian J. West | 93,908 | 0 | 208,900 | 302,808 | | Stephanie F. Pope | 530,796 | 104,252 | 256,004 | 891,052 | | Brett C. Gerry | 50,148 | 0 | 175,050 | 225,198 | | D. Christopher Raymond | 501,247 | 51,901 | 105,805 | 658,953 | | David L. Calhoun | 324,476 | 0 | 134,615 | 459,091 | | Stanley A. Deal | 318,730 | 0 | 268,396 | 587,126 | | Theodore Colbert III | 92,731 | 0 | 164,923 | 257,654 |

  163. Summary Compensation Table

    | (a) Perquisites and other personal benefits provided to one or more of our NEOs in 2024 consisted of the following: (a) for all NEOs, use of Company aircraft (or leased aircraft where Company aircraft was not available); (b) for Messrs. Ortberg, West, Calhoun and Deal, ground transportation services; (c) for Ms. Pope and Messrs. West, Gerry, Raymond, Calhoun, Deal and Colbert, tax preparation services; (d) for Messrs. Calhoun and Deal, retirement gifts; (e) for Messrs. West, Gerry, Calhoun and Colbert, financial management services; (f) for Ms. Pope and Messrs. Ortberg, West, Gerry, Raymond and Deal, charitable gift matching; (g) for Ms. Pope and Messrs. Gerry, Raymond and Colbert, annual physicals; (h) for Ms. Pope and Messrs. West, Gerry and Colbert, concierge health services; (i) for Ms. Pope and Messrs. Ortberg and Raymond, relocation assistance including aircraft usage; (j) for Mr. Deal, outplacement and transition services; and (k) for Mr. Colbert, 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 2.8% in 2024. 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. Ortberg, $313,321 for relocation assistance including aircraft usage, and $130,762 for aircraft usage; (ii) for Mr. West, $42,271 for aircraft usage and $33,496 for charitable gift matching; (iii) for Ms. Pope, $508,755 for relocation assistance including aircraft usage; (iv) for Mr. Raymond, $460,811 for relocation assistance including aircraft usage; (v) for Mr. Calhoun, $291,653 for aircraft usage; (vi) for Mr. Deal, $242,524 for aircraft usage and $52,725 for outplacement and transition services; and (vii) for Mr. Colbert, $57,040 for aircraft usage. |

  164. Summary Compensation Table

    | (b) Represents tax assistance, including gross-ups for relocation benefits, provided pursuant to Company relocation programs based on business need. |

  165. Summary Compensation Table

    | (7) Amount reflects a cash award paid to Mr. Ortberg in connection with his hire. |

  166. Summary Compensation Table

    | (8) These amounts previously reported for Mr. West for 2023 have been revised to include an additional $31,000 in charitable gift matching, which amount was inadvertently excluded in our prior reporting. |

  167. Summary Compensation Table

    | (9) These amounts previously reported for Mr. Gerry for 2022 have been revised to include an additional $32,379 in aircraft usage and $713 in lodging and incidental expenses, which amounts were inadvertently excluded in our prior reporting. |

  168. Summary Compensation Table

    | 72 | | 2025 Proxy Statement |

  169. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards The following table provides information for each NEO other than Mr. Ortberg regarding 2024 annual and long-term incentive award opportunities, including the range of potential payouts under our incentive plans. For Mr. Ortberg, who did not participate in our annual incentive plan or our long-term incentive program for 2024, the table provides information regarding the premium-priced stock option and RSUs granted in connection with his hire.

  170. 2024 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 (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards ($/sh) | Grant Date Fair Value of Stock Awards(3) ($) | | Name | | | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Robert K. Ortberg | New Hire RSUs | 8/8/2024 | 7/30/2024 | — | — | — | — | — | 47,997 | — | — | 7,999,900 | | | New Hire PPSO | 8/8/2024 | 7/30/2024 | — | — | — | — | — | — | 112,276 | 200.01(4) | 7,999,946 | | Brian J. West | Annual Incentive | — | — | 1,100,000 | 2,200,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/7/2024 | — | — | — | — | — | 10,903 | — | — | 2,103,570 | | | PRSUs | 3/11/2024 | 3/7/2024 | — | — | 6,663 | 13,326 | 26,652 | 13,326 | — | — | 2,571,052 | | Stephanie F. Pope | Annual Incentive | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/7/2024 | — | — | — | — | — | 18,173 | — | — | 3,506,208 | | | PRSUs | 3/11/2024 | 3/7/2024 | — | — | 11,106 | 22,211 | 42,422 | 22,211 | — | — | 4,285,279 | | Brett C. Gerry | Annual Incentive | — | — | 900,000 | 1,800,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/7/2024 | — | — | — | — | — | 7,269 | — | — | 1,402,445 | | | PRSUs | 3/11/2024 | 3/7/2024 | — | — | 4,442 | 8,884 | 17,768 | 8,884 | — | — | 1,714,035 | | D. Christopher Raymond | Annual Incentive | — | — | 700,000 | 1,400,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/7/2024 | — | — | — | — | — | 4,724 | — | — | 911,425 | | | PRSUs | 3/11/2024 | 3/7/2024 | — | — | 2,887 | 5,774 | 11,548 | 5,774 | — | — | 1,114,007 | | David L. Calhoun | Annual Incentive | — | — | 2,800,000 | 5,600,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/11/2024 | — | — | — | — | — | 30,894 | — | — | 5,960,534 | | | PRSUs | 3/11/2024 | 3/11/2024 | — | — | 18,880 | 37,759 | 75,518 | 37,759 | — | — | 7,285,033 | | Stanley A. Deal | Annual Incentive | — | — | 1,500,000 | 3,000,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/7/2024 | — | — | — | — | — | 10,903 | — | — | 2,103,570 | | | PRSUs | 3/11/2024 | 3/7/2024 | — | — | 6,663 | 13,326 | 26,652 | 13,326 | — | — | 2,571,052 | | Theodore Colbert III | Annual Incentive | — | — | 1,000,000 | 2,000,000 | — | — | — | — | — | — | — | | | RSUs | 3/11/2024 | 3/7/2024 | — | — | — | — | — | 9,086 | — | — | 1,753,007 | | | PRSUs | 3/11/2024 | 3/7/2024 | — | — | 5,553 | 11,105 | 22,210 | 11,105 | — | — | 2,142,543 |

  171. 2024 Grants of Plan-Based Awards

    | (1) RSU and PRSU awards were approved by the Compensation Committee for all then-serving executive officers other than Mr. Calhoun on March 7, 2024, with a grant date of March 11, 2024. Mr. Calhoun’s RSU and PRSU awards were approved and granted by the Board on March 11, 2024. Mr. Ortberg’s RSU and PPSO awards were approved by the Board on July 30, 2024, with a grant date of August 8, 2024 (the date on which he joined the Company). |

  172. 2024 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. |

  173. 2024 Grants of Plan-Based Awards

    | (3) For each NEO, the amounts shown represent the grant date fair value of the RSUs, PRSUs and/or PPSOs granted during 2024, 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 footnotes 3 and 4 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 awards vest, they will have this value. |

  174. 2024 Grants of Plan-Based Awards

    | (4) The exercise price for the PPSO granted to Mr. Ortberg in 2024 was set at 120% of the fair market value (the average of the high and low prices) of a share of the Company’s common stock on the grant date. |

  175. Restricted Stock Units and Performance Restricted Stock Units

    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 2024. 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 common 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 2024-2026 performance period and our achievement of two critical product safety milestones during 2024. RSUs are eligible to earn dividend equivalents that accrue in the form of additional RSUs, which are subject to the same vesting and distribution conditions as may be applicable to the underlying award. Executives who terminate employment due to retirement or layoff after attaining at least age 62 with one year of service, death or long-term disability are eligible to vest in their entire RSU and PRSU awards. Executives who terminate employment due to retirement after attaining at least age 55 with ten years of service or under conditions that satisfy requirements for retirement under a Company-sponsored defined benefit pension plan, or due to layoff prior to attaining age 62 with one year of service, are eligible to vest in a pro-rated portion of their RSU and PRSU awards. For all NEOs other than Mr. Calhoun, vested RSUs will be settled on the third anniversary of the grant date, except in the case of termination due to death or long-term disability, in which case vested RSUs will be settled as soon as administratively practicable following termination. For all NEOs other than Mr. Calhoun, vested PRSUs will be settled, to the extent earned based on Company performance, following the end of the performance period. Mr. Calhoun’s vested RSU and (if earned) PRSU awards granted under our long-term incentive program will be distributed in ten annual installments following his separation. RSUs granted outside our long-term incentive program may have different terms than those described above. During 2024, Mr. Ortberg received an award of RSUs in connection with his hire, the terms of which are described in more detail starting on page 46.

  176. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 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, 2024. Market values for outstanding stock awards, which include 2024 grants and prior-year grants, are based on the closing price of Boeing common stock on December 31, 2024, or $177.00.

  177. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Robert K. Ortberg | 8/8/2024 | — | 112,276(1) | 200.01 | 8/8/2034 | — | — | — | — | | | 8/8/2024 | — | — | — | — | 47,997(2) | 8,495,469 | — | — | | Brian J. West | 8/27/2021 | 40,322 | — | 263.57 | 8/27/2031 | — | — | — | — | | | 2/16/2022 | — | 36,127(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2/16/2022 | — | — | — | — | 13,795(4) | 2,441,715 | — | — | | | 2/16/2023 | — | — | — | — | 16,795(5) | 2,972,715 | — | — | | | 3/11/2024 | — | — | — | — | 10,903(6) | 1,929,831 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 10,264(7) | 1,816,728(2) | | | 3/11/2024 | — | — | — | — | — | — | 6,663(8) | 1,179,351(2) | | Stephanie F. Pope | 9/24/2021 | 6,000 | — | 220.54 | 9/24/2031 | — | — | — | — | | | 4/1/2022 | — | 13,681(9) | 228.84 | 4/1/2032 | — | — | — | — | | | 1/15/2021 | — | — | — | — | 2,500(10) | 442,500 | — | — | | | 2/16/2022 | — | — | — | — | 4,902(4) | 867,654 | — | — | | | 4/1/2022 | — | — | — | — | 5,070(11) | 897,390 | — | — | | | 2/16/2023 | — | — | — | — | 11,284(5) | 1,997,268 | — | — | | | 3/11/2024 | — | — | — | — | 18,004(6) | 3,186,708 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 7,057(7) | 1,249,001(2) | | | 3/11/2024 | — | — | — | — | — | — | 11,106(8) | 1,965,674(2) | | Brett C. Gerry | 2/17/2021 | 21,439 | — | 258.83 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | — | 24,084(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2/16/2022 | — | — | — | — | 9,196(4) | 1,627,692 | — | — | | | 2/16/2023 | — | — | — | — | 11,547(5) | 2,043,819 | — | — | | | 3/11/2024 | — | — | — | — | 7,269(6) | 1,286,613 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 7,057(7) | 1,249,001 | | | 3/11/2024 | — | — | — | — | — | — | 4,442(8) | 786,234 | | D. Christopher Raymond | 2/28/2005 | — | — | — | — | 957(12) | 169,389 | — | — | | | 2/16/2022 | — | — | — | — | 4,166(4) | 737,382 | — | — | | | 3/7/2022 | — | — | — | — | 300(13) | 53,100 | — | — | | | 7/29/2022 | — | — | — | — | 6,640(14) | 1,175,280 | — | — | | | 3/11/2024 | — | — | — | — | 4,686(6) | 829,422 | — | — | | | 3/11/2024 | — | — | — | — | | | 2,887(8) | 510,999(2) | | David L. Calhoun | 2/17/2021 | 107,195 | — | 258.83 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | — | 102,360(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2/16/2022 | — | — | — | — | 37,502(4) | 6,637,854 | — | — | | | 2/16/2023 | — | — | — | — | 42,782(5) | 7,572,414 | — | — | | | 2/16/2023 | — | — | — | — | 12,500(15) | 2,212,500 | — | — | | | 3/11/2024 | — | — | — | — | 29,889(6) | 5,290,353 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 27,264(7) | 4,825,640(2) | | | 3/11/2024 | — | — | — | — | — | — | 18,880(8) | 3,341,760(2) | | Stanley A. Deal | 2/17/2021 | 31,488 | | 258.83 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | | 29,972(3) | 260.98 | 2/16/2032 | — | — | — | — | | | 2/16/2023 | — | — | — | — | — | — | 5,987(7) | 1,059,699(2) | | | 3/11/2024 | — | — | — | — | — | — | 1,296(8) | 229,304(2) | | Theodore Colbert III | 2/17/2021 | 23,449 | — | 258.83 | 12/2/2029 | — | — | — | — | | | 2/16/2022 | — | 22,746(3) | 260.98 | 12/2/2029 | — | — | — | — | | | 2/16/2023 | — | — | — | — | — | — | 4,705(7) | 832,697(2) | | | 3/11/2024 | — | — | — | — | — | — | 1,388(8) | 245,676(2) |

  178. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Reflects a premium-priced stock option granted upon Mr. Ortberg’s hire, that will vest with respect to 25%, 25% and 50% of the underlying shares on each of the second, third and fourth anniversaries of the grant date, respectively. |

  179. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) Reflects RSUs granted upon Mr. Ortberg’s hire, that will vest in installments of 33%, 33% and 34% on each of the first, second and third anniversaries of the grant date, respectively. |

  180. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (3) Reflects a premium-priced stock option to purchase the listed number of shares, that vested on February 16, 2025. |

  181. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (4) Reflects RSUs that vested on February 18, 2025. For Ms. Pope, the number shown represents the portion of the award remaining outstanding following the withholding of shares in late 2024 to satisfy FICA payroll taxes and related income taxes due in connection with Ms. Pope becoming retirement-eligible during the year. 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. |

  182. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | 2025 Proxy Statement | 75 |

  183. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (5) Reflects RSUs that will vest on February 17, 2026. For Ms. Pope, the number shown represents the portion of the award remaining outstanding following the withholding of shares in late 2024 to satisfy FICA payroll taxes and related income taxes due in connection with Ms. Pope becoming retirement-eligible during the year. 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. |

  184. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (6) Reflects RSUs that will vest on March 11, 2027. For Ms. Pope and Messrs. Raymond and Calhoun, the number shown represents the portion of their awards remaining outstanding following the withholding of shares in late 2024 to satisfy FICA payroll taxes and related income taxes due on each award in connection with the executive’s retirement eligibility. These vested shares are included in the total number of shares acquired upon vesting reporting in the Option Exercises and Stock Vested table on page 76. |

  185. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (7) Assumes performance at threshold for PRSUs that will vest on February 17, 2026, and pay out between 0% and 200% of the target number of units granted, dependent on performance. For Messrs. Deal and Colbert, the numbers shown reflect pro-ration of their PRSUs in connection with their separations in 2024. |

  186. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (8) Assumes performance at threshold for PRSUs that will vest on March 11, 2027, and pay out between 0% and 200% of the target number of units granted, dependent on performance. For Messrs. Deal and Colbert, the numbers shown reflect pro-ration of their PRSUs in connection with their separations in 2024. |

  187. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (9) Reflects a premium-priced stock option to purchase the listed number of shares that will vest on April 1, 2025. |

  188. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (10) Reflects RSUs that vested on January 15, 2025. |

  189. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (11) Reflects RSUs that will vest on April 1, 2025. For Ms. Pope, the number shown represents the portion of the award remaining outstanding following the withholding of shares in late 2024 to satisfy FICA payroll taxes and related income taxes due in connection with Ms. Pope becoming retirement-eligible during the year. 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. |

  190. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (12) Reflects Career Shares held as of December 31, 2024. 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. |

  191. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (13) Reflects RSUs that vested on March 7, 2025. |

  192. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (14) Reflects RSUs that will vest on July 29, 2025. The number of RSUs listed represents the portion of the award that remains outstanding following the withholding of shares in late 2024 to satisfy FICA payroll taxes and related income taxes due on the award in connection with Mr. Raymond’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. |

  193. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (15) Reflects RSUs that vested on February 18, 2025. |

  194. 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 2024, except for Mr. Ortberg, who did not vest in any stock awards during the year. No stock options were exercised by our NEOs during the year.

  195. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Brian J. West | 13,658 | 2,357,234 | | Stephanie F. Pope | 5,680 | 1,125,976 | | Brett C. Gerry | 7,417 | 1,514,181 | | D. Christopher Raymond | 3,758 | 719,623 | | David L. Calhoun | 49,092(3) | 9,973,359 | | Stanley A. Deal | 37,716(4) | 6,312,521 | | Theodore Colbert III | 26,768(5) | 4,604,179 |

  196. Option Exercises and Stock Vested

    | (1) Consists of RSUs (and, with respect to Mr. Deal, Career Shares) that vested during 2024, including shares withheld for payment of applicable taxes associated with vesting, as well as shares withheld from unvested and/or undistributed awards held by Ms. Pope and Messrs. Raymond, Calhoun, Deal and Colbert to satisfy FICA payroll taxes and related income taxes due in connection with the executive’s retirement eligibility and/or separation during the year. |

  197. Option Exercises and Stock Vested

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

  198. Option Exercises and Stock Vested

    | (3) In addition to shares withheld for FICA as described in footnote (1), the number of shares shown includes (a) 12,500 shares acquired pursuant to the vesting of a portion of Mr. Calhoun’s special matching RSU award granted to him on February 16, 2023, which shares will not be distributed until February 16, 2027, and (b) 35,588 shares acquired pursuant to RSUs granted under our long-term incentive program, which will be distributed in ten annual installments following Mr. Calhoun’s retirement from the Company. The value of Mr. Calhoun’s vested units that were not distributed to him before 2024 year-end is reflected in the 2024 Nonqualified Deferred Compensation table on page 79. |

  199. Option Exercises and Stock Vested

    | (4) In addition to shares withheld for FICA as described in footnote (1), the number of shares shown includes shares acquired pursuant to outstanding RSUs that vested on a pro rata basis and Career Shares that vested, in each case, in connection with |

  200. Option Exercises and Stock Vested

    | 76 | | 2025 Proxy Statement |

  201. Option Exercises and Stock Vested

    | Mr. Deal’s retirement from the Company on October 1, 2024. Of these RSUs and Career Shares, 4,320 Career Shares were distributed to him on October 30, 2024; 10,806 RSUs were distributed on February 18, 2025; 9,467 RSUs will be distributed on February 17, 2026; and 2,056 RSUs will be distributed on March 11, 2027. The value of Mr. Deal’s vested units that were not distributed to him before 2024 year-end is reflected in the 2024 Nonqualified Deferred Compensation table on page 79. |

  202. Option Exercises and Stock Vested

    | (5) In addition to shares withheld for FICA as described in footnote (1), the number of shares shown includes shares acquired pursuant to outstanding RSUs that vested on a pro rata basis in connection with Mr. Colbert’s separation from the Company on December 2, 2024. Of these RSUs, 8,382 RSUs were distributed on February 18, 2025; 7,429 RSUs will be distributed on February 17, 2026; and 2,193 RSUs will be distributed on March 11, 2027. The value of Mr. Colbert’s vested units that were not distributed to him before 2024 year-end is reflected in the 2024 Nonqualified Deferred Compensation table on page 79. |

  203. 2024 Pension Benefits

    2024 Pension Benefits Ms. Pope and Messrs. Gerry, Raymond and Deal have earned benefits under the following pension plans:

  204. 2024 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 |

  205. 2024 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. |

  206. 2024 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, 2024 with respect to accumulated benefits under each of these plans and arrangements. Messrs. Ortberg, West, Calhoun and Colbert have no pension benefits under our defined benefit pension plans.

  207. 2024 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 | 415,777 | 0 | | | DB SERP | 21.58 | 584,079 | 0 | | Brett C. Gerry | Pension Value Plan | 7.3 | 220,473 | 0 | | | DB SERP | 7.3 | 355,241 | 0 | | D. Christopher Raymond | Pension Value Plan | 29.33 | 1,005,504 | 0 | | | DB SERP | 29.33 | 3,159,243 | 0 | | Stanley A. Deal | Pension Value Plan | 28.06 | 0 | 989,674 | | | DB SERP | 28.06 | 2,908,543 | 133,888 |

  208. 2024 Pension Benefits

    | (1) As of December 31, 2015, plan participants no longer accrue additional years of credited service, except for purposes of determining early retirement eligibility. The years of actual Company service as of December 31, 2024, are as follows: Ms. Pope, 30 years; Mr. Gerry, 16 years; Mr. Raymond, 38 years; and Mr. Deal, 36 years. |

  209. 2024 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, 2024, of the benefits earned as of that date and payable as a single life annuity beginning at age 65 for the PVP and PVP restoration benefit payable from SERP applicable to Mr. Gerry and age 62 for the DB SERP supplemental target benefit. The discount assumption is 5.55% for the PVP and 5.53% for the DB SERP. The post-retirement mortality assumption is Boeing specific mortality for the PVP and DB SERP. To determine changes in pension values for the Summary Compensation Table on page 71, the values of these benefits were also calculated as of December 31, 2023. For the values as of December 31, 2023, the discount assumption was 5.04% for the PVP and 5.02% for the DB SERP, which were the assumptions used for financial reporting purposes for 2023. Other assumptions used to determine the value as of December 31, 2023, were the same as those used for December 31, 2024. The assumptions reflected in this footnote are the same as those used for the PVP and the DB SERP for financial reporting purposes. |

  210. 2024 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 (including Messrs. Raymond and Deal), or at least one year of service and are at least age 62, are eligible for early retirement. In addition, those who are at least age 50 with a prior benefit in the PVP from the McDonnell Douglas Salaried Employee Retirement Income Plan (ERIP) and who have at least 30 years of service (including Ms. Pope) 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. Mr. Gerry was not eligible for early retirement during 2024. Participants who terminate

  211. 2024 Pension Benefits

    | | 2025 Proxy Statement | 77 |

  212. 2024 Pension Benefits

    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 a restoration 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 Messrs. Raymond and Deal, the DB SERP pays the greater of the restoration 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.

  213. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation

  214. 2024 Nonqualified Deferred Compensation

    2024 Nonqualified Deferred Compensation The following table provides information regarding aggregate executive and Company contributions, aggregate earnings for 2024 and year-end account balances under the Executive SSP for our NEOs. The table also provides information regarding Mr. Calhoun’s year-end account balance under the Deferred Compensation Plan for Directors, attributable to contributions he received while serving as a nonemployee director, and the value of deferred RSUs that vested but were not distributed while Mr. Calhoun was serving as CEO. Finally, the table also provides information regarding the value of deferred RSUs held by Messrs. Deal and Colbert, which vested upon their separations from the Company in 2024 but were not distributed before 2024 year-end.

  215. 2024 Nonqualified Deferred Compensation

    | Name | Plan Name | Executive Contributions in Last FY ($)(1) | Company Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Balance at Last FYE ($)(4) | | Robert K. Ortberg | Executive Supplemental Savings Plan | 18,000 | 18,000 | (589) | 35,411 | | Brian J. West | Executive Supplemental Savings Plan | 175,639 | 175,639 | 43,665 | 1,054,378 | | Stephanie F. Pope | Executive Supplemental Savings Plan | 222,743 | 222,743 | 70,339 | 1,644,759 | | Brett C. Gerry | Executive Supplemental Savings Plan | 236,717 | 146,717 | 414,026 | 5,506,710 | | D. Christopher Raymond | Executive Supplemental Savings Plan | 150,859 | 85,673 | (184,470) | 12,597,338 | | David L. Calhoun | Executive Supplemental Savings Plan | 506,773 | 101,355 | 403,118 | 5,897,512 | | | Deferred Compensation Plan for Directors | 0 | 0 | (2,185,617) | 4,624,125 | | | Deferred RSUs | 0 | 0 | (1,292,120) | 6,310,090 | | Stanley A. Deal | Executive Supplemental Savings Plan | 166,334 | 236,521 | 1,001,869 | 13,542,400 | | | Deferred RSUs | 0 | 0 | 537,135 | 3,952,314 | | Theodore Colbert III | Executive Supplemental Savings Plan | 123,662 | 131,662 | 123,597 | 2,708,808 | | | Deferred RSUs | 0 | 0 | 341,626 | 3,186,708 |

  216. 2024 Nonqualified Deferred Compensation

    | (1) Amounts reflect elective deferrals of 2024 salary and annual incentives. |

  217. 2024 Nonqualified Deferred Compensation

    | (2) Amounts reflect Company contributions under the Executive SSP. |

  218. 2024 Nonqualified Deferred Compensation

    | (3) Amounts reflect interest credited on interest-bearing account holdings and change in value of other investment holdings. |

  219. 2024 Nonqualified Deferred Compensation

    | (4) Reflects year-end account balances of deferred compensation, including deferrals of certain equity awards granted or earned prior to 2006. For Mr. Calhoun, this column includes the value of deferred stock units he received while serving as a nonemployee director, plus the value attributable to the vesting of RSUs while he was employed by the Company that will be distributed in future years, as described in footnote 3 of the Option Exercises and Stock Vested table on page 76. For Messrs. Deal and Colbert, this column includes the value attributable to the vesting of RSUs in connection with their respective separations from the Company during 2024 and that will be distributed in future years, as described in footnotes 4 and 5 of the Option Exercises and Stock Vested table starting on page 76. |

  220. 2024 Nonqualified Deferred Compensation

    Of the amounts in this column, the following amounts were also included in the “Total” column of the Summary Compensation Table for 2024 and prior years:

  221. 2024 Nonqualified Deferred Compensation

    | Name | Plan Name | Reported for 2024 ($) | Reported for years prior to 2024 ($) | Total ($) | | Robert K. Ortberg | Executive Supplemental Savings Plan | 36,000 | 0 | 36,000 | | Brian J. West | Executive Supplemental Savings Plan | 351,278 | 640,918 | 992,196 | | Stephanie F. Pope | Executive Supplemental Savings Plan | 445,486 | 430,699 | 876,185 | | Brett C. Gerry | Executive Supplemental Savings Plan | 383,433 | 767,587 | 1,151,020 | | D. Christopher Raymond | Executive Supplemental Savings Plan | 236,532 | 0 | 236,532 | | David L. Calhoun | Executive Supplemental Savings Plan | 608,127 | 4,401,660 | 5,009,787 | | | Deferred RSUs | 0 | 10,268,228 | 10,268,228 | | Stanley A. Deal | Executive Supplemental Savings Plan | 402,855 | 2,389,905 | 2,792,760 | | | Deferred RSUs | 396,674 | 4,379,293 | 4,775,967 | | Theodore Colbert III | Executive Supplemental Savings Plan | 255,324 | 1,144,569 | 1,399,893 | | | Deferred RSUs | 3,415,286 | 423,106 | 3,838,392 |

  222. 2024 Nonqualified Deferred Compensation

    | | 2025 Proxy Statement | 79 |

  223. Potential Payments upon Termination

    Potential Payments upon Termination

  224. 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 each NEO upon termination of employment due to layoff, retirement, long-term disability or death, as described below:

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

    | • | Cash severance under the Layoff Plan, upon a qualifying layoff due to job elimination after completing one year of service; |

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

    | • | A pro-rata annual incentive award calculated based on the actual incentive score and individual performance score applicable to the NEO under our annual incentive plan, upon termination due to layoff (without eligibility for cash severance under the Layoff Plan), death, long-term disability, or retirement after attaining age 55 with ten years of service, after attaining age 62 with one year of service or under conditions that satisfy the definition of retirement under a Company-sponsored defined benefit pension plan (referred to in this section as a “qualifying retirement”); |

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

    | • | Vesting of RSUs, PRSUs and PPSOs granted under our long-term incentive program, upon termination due to retirement after attaining age 62 with one year of service, layoff after becoming eligible for such retirement treatment, death or long-term disability; |

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

    | • | Pro rata vesting of RSUs, PRSUs and PPSOs granted under our long-term incentive program, upon termination due to retirement after attaining age 55 with ten years of service or under conditions that satisfy the definition of retirement under a Company-sponsored defined benefit pension plan, or layoff before attaining age 62 with one year of service; |

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

    | • | Vesting of Mr. Ortberg’s RSUs upon termination due to death, long-term disability, or retirement or layoff after attaining age 62 with one year of service, and pro rata vesting of such RSUs upon termination due to layoff before attaining age 62 with one year of service; |

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

    | • | Vesting of Mr. Ortberg’s PPSO upon termination due to layoff, death or long-term disability; |

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

    | • | Vesting of Career Shares; |

  232. 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; |

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

    | • | Continued eligibility for financial management services for six months (provided the executive was enrolled in these services at the time of termination); and |

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

    | • | Outplacement and transition services for six months in the event of layoff or qualifying retirement. |

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

    The amounts shown in Table I assume that each such NEO ceased to be employed by the Company as of December 31, 2024, and the price of Boeing common stock as of such termination date was the closing price of $177.00 on December 31, 2024, except with respect to Messrs. Calhoun, Deal and Colbert, whose amounts assume their actual termination dates and the applicable closing price of Boeing common stock on those dates. As all outstanding stock options have exercise prices that exceed the closing price of our common stock on the applicable assumed or actual termination date, zero incremental compensation is assumed for those awards. Table I also excludes the following amounts:

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

    | • | Pension and nonqualified deferred compensation benefits, which are set forth in the 2024 Pension Benefits table on page 77 and 2024 Nonqualified Deferred Compensation table starting on page 79; and |

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

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

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

    | 80 | | 2025 Proxy Statement |

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

    | Name and Benefits | Layoff Due to Job Elimination ($)(1) | Other Layoff ($) | Qualifying Retirement ($)(2) | Long-Term Disability ($) | Death ($) | | Robert K. Ortberg | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 0 | 0 | 0 | 0 | | RSUs | 0 | 943,941 | 0 | 8,495,469 | 8,495,469 | | Tax Preparation Services | 0 | 8,300 | 0 | 8,300 | 8,300 | | Financial Management Services | 0 | 3,350 | 0 | 3,350 | 3,350 | | Outplacement and Transition Services | 0 | 47,453 | 0 | 0 | 0 | | Brian J. West | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 209,000 | 0 | 209,000 | 209,000 | | RSUs | 0 | 4,605,113 | 0 | 7,344,212 | 7,344,212 | | PRSUs(3) | 0 | 1,405,042 | 0 | 2,996,048 | 2,996,048 | | Tax Preparation Services | 0 | 8,300 | 0 | 8,300 | 8,300 | | Financial Management Services | 0 | 3,350 | 0 | 3,350 | 3,350 | | Outplacement and Transition Services | 0 | 47,453 | 0 | 0 | 0 | | Stephanie F. Pope | | | | | | | Cash Severance | 1,287,213 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 87,213 | 87,213 | 87,213 | 87,213 | | RSUs | 4,110,116 | 4,110,116 | 3,667,616 | 7,391,356 | 7,391,356 | | PRSUs | 1,254,683 | 1,254,683 | 1,254,683 | 3,214,653 | 3,214,653 | | Tax Preparation Services | 8,300 | 8,300 | 8,300 | 8,300 | 8,300 | | Outplacement and Transition Services | 47,453 | 47,453 | 47,453 | 0 | 0 | | Brett C. Gerry | | | | | | | Cash Severance | 1,071,000 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 171,000 | 0 | 171,000 | 171,000 | | RSUs | 3,107,938 | 3,107,938 | 0 | 4,958,133 | 4,958,133 | | PRSUs(3) | 959,824 | 959,824 | 0 | 2,035,213 | 2,035,213 | | Tax Preparation Services | 8,300 | 8,300 | 0 | 8,300 | 8,300 | | Financial Management Services | 3,350 | 3,350 | 0 | 3,350 | 3,350 | | Outplacement and Transition Services | 47,453 | 47,453 | 0 | 0 | 0 | | D. Christopher Raymond | | | | | | | Cash Severance | 1,092,000 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 392,000 | 392,000 | 392,000 | 392,000 | | RSUs | 2,061,911 | 2,061,911 | 2,008,811 | 2,964,671 | 2,964,671 | | PRSUs(3) | 127,750 | 127,750 | 127,750 | 510,999 | 510,999 | | Tax Preparation Services | 15,000 | 15,000 | 15,000 | 15,000 | 15,000 | | Outplacement and Transition Services | 47,453 | 47,453 | 47,453 | 0 | 0 | | David L. Calhoun(4) | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 0 | 0 | 0 | 0 | | RSUs | 0 | 0 | 12,690,456 | 0 | 0 | | PRSUs(3) | 0 | 0 | 8,057,915 | 0 | 0 | | Tax Preparation Services | 0 | 0 | 8,300 | 0 | 0 | | Financial Management Services | 0 | 0 | 3,350 | 0 | 0 | | Outplacement and Transition Services | 0 | 0 | 47,453 | 0 | 0 | | Stanley A. Deal(5) | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 0 | 0 | 0 | 0 | | RSUs | 0 | 0 | 4,109,815 | 0 | 0 | | PRSUs(3) | 0 | 0 | 1,123,156 | 0 | 0 | | Tax Preparation Services | 0 | 0 | 15,000 | 0 | 0 | | Outplacement and Transition Services | 0 | 0 | 52,725 | 0 | 0 | | Theodore Colbert III(6) | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 0 | 0 | 0 | 0 | | RSUs | 0 | 2,818,347 | 0 | 0 | 0 | | PRSUs(3) | 0 | 953,642 | 0 | 0 | 0 | | Tax Preparation Services | 0 | 8,300 | 0 | 0 | 0 | | Financial Management Services | 0 | 3,350 | 0 | 0 | 0 | | Outplacement and Transition Services | 0 | 47,453 | 0 | 0 | 0 |

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

    | | 2025 Proxy Statement | 81 |

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

    | (1) Cash severance amounts are only payable under the Layoff Plan upon layoff due to job elimination. As Messrs. Ortberg and West serve in roles that cannot be eliminated, no amounts are shown for them under this column. Mr. Colbert separated from the Company due to layoff without job elimination, so no amounts are shown for him under this column; instead, Mr. Colbert’s actual incremental benefits received upon layoff are shown in the column labeled “Other Layoff.” |

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

    | (2) Of our NEOs, Ms. Pope and Messrs. Raymond, Calhoun and Deal were retirement-eligible as of December 31, 2024 (defined as at least age 55 with ten years of service, age 62 with one year of service, or eligible to retire under a Company-sponsored defined benefit pension plan). |

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

    | (3) PRSU values are calculated assuming threshold performance, consistent with assumptions used for purposes of the Outstanding Equity Awards at 2024 Fiscal Year-End table on page 75. |

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

    | (4) As Mr. Calhoun retired from the Company on March 1, 2025, the chart above describes the actual incremental benefits he received in connection with his retirement. Mr. Calhoun retired after attaining age 62 with at least one year of service and was thus eligible for full vesting of his outstanding long-term incentive awards, tax preparation services, financial management services and outplacement and transition services. Mr. Calhoun did not receive any long-term incentive awards in 2025 before his retirement and is not eligible to participate in our 2025 annual incentive plan. |

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

    | (5) As Mr. Deal retired from the Company on October 1, 2024, the chart above describes the actual incremental benefits he received in connection with his retirement. Mr. Deal retired after attaining age 55 with at least ten years of service and was thus eligible for pro-rated vesting of his outstanding long-term incentive awards based on the number of months employed during the applicable vesting period, full vesting of his outstanding Career Shares (granted prior to 2006), an annual incentive award for the year of retirement (however, this paid out at $0), tax preparation services, financial management services and outplacement and transition services. |

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

    | (6) As Mr. Colbert separated from the Company due to layoff on December 2, 2024, the chart above describes the actual incremental benefits he received in connection with his layoff. Mr. Colbert was eligible for pro-rated vesting of his outstanding long-term incentive awards based on the number of months employed during the applicable vesting period, an annual incentive award for the year of layoff (however, this paid out at $0), tax preparation services, financial management services and outplacement and transition services. |

  247. 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, 2024 (or, for Mr. Deal, his actual retirement date), expressed as a life annuity, and the present value of such annuity benefit (based on the same factors used for the 2024 Pension Benefits table on page 77). The present value of Ms. Pope’s and Mr. Raymond’s benefits were calculated assuming a benefit commencement date of January 1, 2025; for Mr. Deal, the calculation assumed a benefit commencement date of November 1, 2024. The value of Mr. Gerry’s benefits was calculated assuming a benefit commencement date of age 55, and January 1, 2025, for Mr. Gerry’s surviving spouse if he had died December 31, 2024. Messrs. Ortberg, West, Raymond, Calhoun and Colbert have no pension benefits under Company defined benefit pension plans.

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

    | Name | Benefit Payable Upon Termination Due to Layoff or Disability(1) Annuity/Present Value ($) | Benefit Payable Upon Termination Due to Retirement(1) Annuity/Present Value ($) | Death Benefit Payable to Spouse(2) Annuity/Present Value ($) | | Stephanie F. Pope | 48,317/725,457 | 48,317/725,457 | N/A | | Brett C. Gerry | 39,314/512,414(3) | 24,535/317,408 | 9,921/147,811 | | D. Christopher Raymond | 225,884/3,338,905 | 225,884/3,338,905 | 226,227/2,942,859 | | Stanley A. Deal | 0/0 | 198,834/2,908,543 | 198,834/2,491,302 |

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

    | (1) Ms. Pope and Mr. Raymond were eligible for retirement benefits under the DB SERP as of December 31, 2024, and Mr. Deal was eligible for retirement benefits under the DB SERP as of his retirement date on October 1, 2024. As Mr. Deal retired in 2024 and commenced his pension benefit, the table above shows the benefit remaining to be paid as of December 31, 2024. Mr. Gerry was not eligible to commence benefits under the DB SERP as of December 31, 2024; however, if he was laid off, he would commence his benefit at age 55 using the early retirement reduction factors as if retiring from active status. |

  250. 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. |

  251. 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 Mr. Gerry were laid off as of December 31, 2024, this layoff provision would have applied to his DB SERP and at age 55 he would be paid $39,314 annually. The present value of that annuity would be $512,414. |

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

    | 82 | | 2025 Proxy Statement |

  253. 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 annualized total compensation of our CEO. For 2024, the annual total compensation of our median employee was $106,624. The annualized total compensation of Mr. Ortberg, our CEO serving in the role as of the median employee identification date (September 30), was $19,461,706. This amount differs from the amount shown in the Summary Compensation Table as it has been adjusted for annualization of Mr. Ortberg’s base salary and company contributions to retirement plans. Based on this information, we estimated that our CEO’s 2024 total compensation was approximately 183 times that of our median employee. The median employee’s 2024 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 2024. We have elected to identify our median employee every three years, unless a significant change in our employee population or employee compensation arrangements has occurred. We last conducted our median employee analysis in 2023. 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.

  254. Pay Ratio

    | | 2025 Proxy Statement | 83 |

  255. 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.

  256. 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 2024 to Company performance, as free cash flow was the predominant metric used in our 2024 annual incentive plan.

  257. 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 ($mm) (7) | | | PEO | Prior PEO | Interim PEO | PEO | Prior PEO | Interim PEO | | | Company TSR ($) (5) | S&P 500 A&D Ind. Index TSR ($) (5) | | | | 2024 | 18,388,629 | 15,050,812 | n/a | 19,904,513 | (23,875,735) | n/a | 5,929,027 | (5,191,735) | 54.66 | 136.24 | (11,817) | (14,310) | | 2023 | n/a | 32,770,519 | n/a | n/a | 44,395,006 | n/a | 10,767,252 | 13,450,637 | 80.49 | 119.09 | (2,222) | 4,433 | | 2022 | n/a | 22,597,178 | n/a | n/a | 15,203,730 | n/a | 7,337,949 | 5,790,734 | 58.82 | 111.54 | (4,935) | 2,000 | | 2021 | n/a | 21,167,410 | n/a | n/a | 17,795,369 | n/a | 6,148,165 | 4,853,054 | 62.17 | 95.03 | (4,202) | (4,396) | | 2020 | n/a | 21,074,052 | 5,221,778 | n/a | 14,363,337 | (3,265,552) | 4,904,755 | 2,553,749 | 66.10 | 83.94 | (11,873) | (19,713) |

  258. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | (1) Reflects the total compensation of our current CEO, Robert K. Ortberg (who is our PEO and joined the Company in August 2024), David Calhoun (who served as CEO prior to Mr. Ortberg), and Gregory Smith (who served as interim CEO for a period of 12 days during 2020). 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). |

  259. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | (2) The dollar amounts shown in these columns reflect “compensation actually paid” to Messrs. Ortberg, Calhoun and 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 their total compensation amounts for 2024 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). |

  260. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | Reconciliation of SCT Total to CAP Total for 2024 (a) | | | | | | | | | | | | SCT Total ($) | | Grant Date Fair Value of Awards Granted During 2024 ($) (b) | | Fair Value of Equity Calculated Using SEC Methodology ($) (c) | | Change in Actuarial Value of Pension Benefits During 2024 ($) | | CAP Total ($) | | PEO | 18,388,629 | – | 15,999,846 | + | 17,515,730 | – | 0 | = | 19,904,513 | | Prior PEO | 15,050,812 | – | 13,245,567 | + | (25,680,980) | – | 0 | = | (23,875,735) | | Other NEOs (Average) | 5,929,027 | – | 4,363,032 | + | (6,757,731) | – | 0 | = | (5,191,735) |

  261. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | (a) As shown in this table, the 2024 CAP totals represent the SCT figure for 2024, 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 2024, instead of the grant date value of awards granted during 2024, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for 2024. 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 2024. 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. |

  262. 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 2024. For the group of Other NEOs, averages of the foregoing amounts were used. |

  263. 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 71), which requires us to show the grant date fair value of equity awards granted during 2024, the CAP table requires us to calculate equity fair value as follows: |

  264. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted during 2024 (and which are still outstanding), the year-end value; plus |

  265. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted during prior years that were still outstanding as of 2024 year-end, the change in value as of 2024 year-end compared against the prior year-end; plus |

  266. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted in prior years that vested during 2024, the change in value as of the vesting date compared against the prior year-end; plus |

  267. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for any awards granted in 2024 that vested during 2024, the value as of the vesting date; plus |

  268. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for any awards that vested during 2024, 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 |

  269. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | • | for awards granted in prior years that were forfeited during 2024, the value as of the prior year-end. |

  270. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | 84 | | 2025 Proxy Statement |

  271. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    The specific calculations for the CEO, prior CEO, interim CEO and Other NEOs (for this group, calculated as the average) for 2024 are shown in the table below.

  272. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | CAP Fair Value of Equity Calculation for 2024 | | | | | | | | | | | | | | | | 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 | 17,515,730 | + | 0 | + | 0 | + | 0 | + | 0 | – | 0 | = | 17,515,730 | | Prior PEO | 5,290,378 | + | (25,226,586) | + | (5,903,565) | + | 158,793 | + | 0 | – | 0 | = | (25,680,980) | | Other NEOs (Average) | 1,205,403 | + | (5,438,825) | + | (1,364,703) | + | 119,342 | + | 0 | – | 1,278,948 | = | (6,757,731) |

  273. 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 2024, Brian West, Stephanie Pope, Brett Gerry, Christopher Raymond, Stanley Deal and Theodore Colbert III; 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). |

  274. 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 2024 to determine CAP are shown in the Reconciliation of SCT Total to CAP Total table in footnote 2 above. |

  275. 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 starting on page 55. |

  276. 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. |

  277. Required Tabular Disclosure of Compensation Actually Paid versus Performance

    | (7) Free cash flow is the financial measure from the tabular list of 2024 Most Important Measures show below, which, in the Company’s assessment, represents for 2024 the most important performance measure used to link compensation actually paid to our prior and interim CEOs and other NEOs to the Company’s performance (Mr. Ortberg did not participate in our annual incentive plan for 2024). Free cash flow is defined in Appendix A on page A-1 and is a non-GAAP financial measure. |

  278. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 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 2024 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 45.

  279. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | 2024 Most Important Measures (Unranked) | | | • Free cash flow | • Operational performance | | • Operating earnings | • Revenue |

  280. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance

    | | 2025 Proxy Statement | 85 |

  281. 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.

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

    | 86 | | 2025 Proxy Statement |

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

    | | 2025 Proxy Statement | 87 |

  284. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table sets forth, as of February 24, 2025, beneficial ownership of Boeing common 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 common stock as of February 24, 2025. Except as otherwise noted, each director, director nominee and NEO has sole voting and investment power with respect to shares beneficially owned.

  285. Directors, Director Nominees and Executive Officers

    | Directors and Nominees | Shares Beneficially Owned | Stock Units(1) | Total | | Robert A. Bradway | 0 | 13,682 | 13,682 | | Mortimer J. Buckley | 0 | 480 | 480 | | Lynne M. Doughtie | 0 | 4,395 | 4,395 | | David L. Gitlin | 5 | 5,221 | 5,226 | | Lynn J. Good | 483 | 14,778 | 15,261 | | Stayce D. Harris | 0 | 6,608 | 6,608 | | Akhil Johri | 150 | 9,124 | 9,274 | | David L. Joyce | 34 | 7,223 | 7,257 | | Steven M. Mollenkopf | 3,767 | 10,082 | 13,849 | | John M. Richardson | 0 | 5,663 | 5,663 | | Sabrina Soussan | 0 | 2,227 | 2,227 | | Named Executive Officers | Shares Beneficially Owned(5) | Stock Units(7) | Total | | David L. Calhoun(2) | 261,523 | 196,060 | 457,583 | | Theodore Colbert III(3) | 81,540 | 9,622 | 91,162 | | Stanley A. Deal(4) | 134,042 | 11,523 | 145,565 | | Brett C. Gerry | 69,163(6) | 29,789 | 98,952 | | Robert K. Ortberg* | 0 | 90,672 | 90,672 | | Stephanie F. Pope | 34,153 | 58,743 | 92,896 | | D. Christopher Raymond | 28,537 | 32,342 | 60,879 | | Brian J. West | 94,605 | 42,329 | 136,934 | | All directors and executive officers as a group (22 people) | 254,332 | 455,970(8) | 710,302 |

  286. Directors, Director Nominees and Executive Officers

    | * Also serves as a director. |

  287. Directors, Director Nominees and Executive Officers

    | (1) Consists of deferred stock units credited to the account of the nonemployee director under our Deferred Compensation Plan for Directors. See “Compensation of Directors” beginning on page 39. |

  288. Directors, Director Nominees and Executive Officers

    | (2) Mr. Calhoun ceased to serve as a director and our President and CEO effective August 8, 2024. |

  289. Directors, Director Nominees and Executive Officers

    | (3) Mr. Colbert ceased to serve as President and CEO, Defense, Space & Security effective September 20, 2024. |

  290. Directors, Director Nominees and Executive Officers

    | (4) Mr. Deal ceased to serve as President and CEO, Boeing Commercial Airplanes, effective March 25, 2024. |

  291. Directors, Director Nominees and Executive Officers

    | 90 | | 2025 Proxy Statement |

  292. Directors, Director Nominees and Executive Officers

    STOCK OWNERSHIP INFORMATION

  293. Directors, Director Nominees and Executive Officers

    | (5) Includes interests invested in our 401(k) plan’s unitized Boeing stock fund (converted into an equivalent number of Boeing shares of common stock based on the value as of February 24, 2025), as well as shares issuable upon the exercise of stock options that are vested as of, or will vest within 60 days of, February 24, 2025 as set forth in the table below. |

  294. Directors, Director Nominees and Executive Officers

    | | Number of Shares | | David L. Calhoun | 209,555 | | Theodore Colbert III | 47,410 | | Stanley A. Deal | 61,460 | | Brett C. Gerry | 45,528 | | Robert K. Ortberg | 0 | | Stephanie F. Pope | 19,684 | | D. Christopher Raymond | 0 | | Brian J. West | 77,870 | | All directors and executive officers as a group (22 people) | 150,882 |

  295. Directors, Director Nominees and Executive Officers

    | (6) Includes 10,000 shares held in a family trust. |

  296. Directors, Director Nominees and Executive Officers

    | (7) Consists of RSUs, Career Shares and deferred stock 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 of common stock based on the value as of February 24, 2025), if any, held by the NEO. |

  297. Directors, Director Nominees and Executive Officers

    | (8) Consists of RSUs, Career Shares and deferred stock 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 of common stock based on the value as of February 24, 2025) held by all directors and executive officers as a group. |

  298. 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.