DEF 14A of Boeing Co, Mar 6, 2026

DEF 14A of Boeing Co

Filed Mar 6, 2026 · FY20250001193125-26-096787

Open on EDGAR

  1. Message from Our Independent Board Chair

    Message from Our Independent Board Chair

  2. Message from Our Independent Board Chair

    | | My fellow shareholders, The past year has been marked by significant progress on the road to regaining the trust of our shareholders and all those who rely on us to perform like the company we know Boeing can and must be. Under Kelly Ortberg’s leadership as CEO, Boeing has continued to stabilize operations, transform the company’s culture, and achieve key growth milestones, all with a relentless focus on safety and quality. We remain committed to the strategy we’ve developed, and we believe the determination, innovation and capability of Boeing’s employees will ensure we can execute it successfully. In 2025, execution of our strategy positioned Boeing for long-term value creation and produced clear results, including: • Delivering 600 commercial aircraft, the highest number since 2018 • Winning the F-47 contract to design, build and deliver the U.S. Air Force’s next generation fighter aircraft • Continuing to strengthen safety and quality, and transparently disclosing our progress on our Safety & Quality website • Earning limited delegated authority from the Federal Aviation Administration to issue airworthiness certificates |

  3. Message from Our Independent Board Chair

    | • | Continuing to drive culture change through our new Values and Behaviors, a performance management system that emphasizes ongoing development and measures how an employee does their work, in addition to what they accomplish, and enhanced training and leadership development programs |

  4. Message from Our Independent Board Chair

    | • | Successfully increasing the 737 production rate following sustained health and stability of the 737 production system, as measured by key performance indicators and the rate readiness process guided by our Safety Management System |

  5. Message from Our Independent Board Chair

    | • | Growing total company backlog to approximately $680 billion as of year-end, reflecting the strength of our portfolio, long-term resilience of our business and customer confidence in the progress we have made |

  6. Message from Our Independent Board Chair

    | • | Completing the acquisition of Spirit AeroSystems, underscoring our commitment to aviation safety and airplane quality while strengthening our commercial production and supply chain stability |

  7. Message from Our Independent Board Chair

    | • | Completing the divestiture of portions of our digital aviation solutions business as part of our disciplined portfolio management, strengthening our balance sheet and supporting our investment-grade credit rating |

  8. Message from Our Independent Board Chair

    The Board believes that widespread culture change is fundamental to restoring Boeing as an aerospace leader. Accordingly, the Board continues to actively oversee the company’s culture transformation with multiple briefings during 2025 to the full Board and the Compensation Committee. The Compensation Committee also made changes to the company’s 2025 compensation plan designed to reinforce a culture of unity and accountability. While culture change of this magnitude takes time, I am encouraged by the progress the company has made to date and seeing employees at all levels embracing the new Values and Behaviors. The Board continues to be fully engaged in the company’s execution of its strategic priorities, providing guidance and oversight informed by the diverse skills, experiences and tenures of our directors. Last year, Brad Tilden, former Chairman, President and CEO of Alaska Air Group, Inc., joined the Board as our 10th new independent director since 2019. Brad brings a distinct customer perspective, proven leadership in the airline industry, deep expertise in safety management systems, and more than three decades of aviation experience. His addition reflects the Board’s commitment to regularly assessing Board composition in light of the company’s evolving risks and priorities and identifying highly qualified directors who add depth in key areas. I am confident this year’s Board nominees, who collectively bring expertise in aerospace, safety and quality, engineering, complex manufacturing, human capital management, digital technologies and cybersecurity, risk oversight, audit, supply chain management, sustainability and finance, as well as the perspectives of pilots, customers, suppliers, engineers and veterans, have the right mix of skills and experiences to effectively oversee the company and position it for long-term success in this dynamic environment. Over the past year, we continued our robust shareholder engagement program, which remains integral to the Board’s decision-making process. The topics discussed included risk oversight, safety and quality initiatives, culture transformation, management succession, executive compensation, retention, board composition and strategic planning. I continued to participate in a number of these engagements and appreciated the opportunity to hear directly from shareholders. I remain confident in our future and believe that the progress we have made over the last year is just the beginning of our journey to restore Boeing as an industry leader. On behalf of the Board, thank you for your continued investment in Boeing and for the trust you place in the Board and leadership team as we navigate this critical phase and work to create long-term value for our shareholders. Sincerely, Steve Mollenkopf Independent Board Chair

  9. 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 ongoing improvement positions our Board to uphold our Values and Behaviors as well as advance our evolving business needs and strategic priorities. Illustrative of our commitment, Bradley D. Tilden joined our Board in December 2025 as our 10th new independent director since 2019. All nominees are incumbent directors.

  10. Director Nominees

    | Name | Director Since | Independent | Professional Background | Engineering Degree | Board Committees | | Robert A. Bradway | 2016 | ✓ | Chairman & CEO, Amgen | | Comp., GPP | | Mortimer “Tim” 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, Audit | | Lynn J. Good | 2015 | ✓ | Former 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 Kelly 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 | | Bradley D. Tilden | 2025 | ✓ | Former Chairman, President & CEO, Alaska Air Group | | ASC, Finance |

  11. Director Nominees

    * Independent Board Chair ASC = Aerospace Safety Committee Comp. = Compensation Committee GPP = Governance & Public Policy Committee SP = Special Programs Committee Highlights of the composition of our director nominees:

  12. Director Nominees

    | 6 of 12 | 10 of 12 | 6 of 12 | 8 of 12 | 12 of 12 | 11 of 12 | 12 of 12 | 9 of 12 | | In-Depth Aerospace Expertise | Engineering/ Technology Leadership | Complex Manufacturing Expertise | Safety Expertise | Risk Management | Highly Regulated Industry Experience | Human Capital Management | International Leadership and Global Relationships |

  13. Director Nominees

    | | 2026 Proxy Statement | 1 |

  14. Executive Compensation Highlights

    | • | Pay is heavily weighted toward long-term stock-based components reflecting the length of our business cycle, driving focus on strategic long-term priorities, long-term stock ownership, and alignment between interests of management and shareholders; |

  15. Executive Compensation Highlights

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

  16. Executive Compensation Highlights

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

  17. Executive Compensation Highlights

    | • | No employment agreements, except where required by non-U.S. law. |

  18. 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, 10 of our 12 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 and quality, engineering, complex manufacturing, digital technologies and cybersecurity, risk oversight, audit, supply chain management, sustainability and finance, as well as the perspectives of pilots, customers, suppliers, engineers and veterans. Each of the nominees, other than Mr. Tilden, who joined the Board in December 2025, has been previously elected by our shareholders. Mr. Tilden 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.

  19. Director Nominees

    Director Nominees

  20. 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 | | | | ✓ | | ✓ | ✓ | ✓ | | ✓ | | ✓ | 6 | | 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 | ✓ | ✓ | | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | ✓ | 10 | | 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 | ✓ | | | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | 8 | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 12 | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | 11 | | 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 | | ✓ | ✓ | | ✓ | ✓ | | | | | ✓ | | 5 | | Human Capital Management Experience overseeing the development and implementation of human capital strategy, leadership development, and culture transformation 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 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 12 |

  21. Director Nominees

    | 6 | | 2026 Proxy Statement |

  22. Director Nominees

    | Key Skills and Qualifications | | | | | | | | | | | | | | | 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 | | 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 | ✓ | | | ✓ | ✓ | | | | | ✓ | | ✓ | 5 | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | ✓ | ✓ | ✓ | ✓ | 10 | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | | | | ✓ | ✓ | | ✓ | 8 | | 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 | ✓ | | | | ✓ | | ✓ | | | | | ✓ | 4 | | 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 | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | 12 |

  23. Director Nominees

    Note: Data reflect 2026 director nominees

  24. Director Nominees

    | | 2026 Proxy Statement | 7 |

  25. Director Nominees

    | Chairman and CEO, Amgen Inc. | Robert A. Bradway Boeing director since: 2016 Committees: • Governance & Public Policy (Chair) • Compensation Independent: Yes Age: 63 | 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) | |

  26. Director Nominees

    | Mr. Bradway brings to the Board critical skills in the areas of high technology, product development, financial oversight, product safety and risk management. His experience as a senior executive in the biotechnology industry, including as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of Amgen, provides him with an extensive understanding of the strategic considerations and challenges associated with meeting the requirements of numerous safety and regulatory compliance regimes around the world. At Amgen, Mr. Bradway has also overseen a number of sustainability initiatives. In addition, he previously served as a director of Norfolk Southern Corporation, one of the nation’s largest railroad transportation companies, where virtually every aspect of operations is heavily regulated and subject to strict safety-related oversight. | 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 |

  27. Director Nominees

    | 8 | | 2026 Proxy Statement |

  28. Director Nominees

    | Former Chairman and CEO, The Vanguard Group | Mortimer “Tim” J. Buckley Boeing director since: 2025 Committees: • Finance • Governance & Public Policy Independent: Yes Age: 56 | Other current public directorships: • Pfizer, Inc. Prior registered investment company directorships in 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) | |

  29. Director Nominees

    | Mr. Buckley brings to the Board 25 years of executive leadership, with extensive expertise in investment management, financial oversight, cybersecurity, digital technology, talent management, corporate governance and capital allocation. As the former Chairman and CEO of Vanguard, one of the world’s largest investment management firms, Mr. Buckley has a deep understanding of the global financial markets, asset management strategies and investor perspectives. He spent a career delivering long-term value to clients and guided Vanguard through changing market dynamics, organizational growth, shifting regulatory environments, and significant technological transformation. At Vanguard, 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 Fortune 500 Board Experience CEO of a Large Company Senior Leadership Experience |

  30. Director Nominees

    | | 2026 Proxy Statement | 9 |

  31. Director Nominees

    | Former U.S. Chairman and CEO, KPMG | Lynne M. Doughtie Boeing director since: 2021 Committees: • Audit (Chair) • Compensation Independent: Yes Age: 63 | 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) | |

  32. Director Nominees

    | 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 and as a member of KPMG’s Global Board and Executive Committee. Ms. Doughtie has had significant exposure to issues facing complex, global companies across industries, providing her with deep expertise in risk management, internal controls, information security, 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 Cybersecurity/Digital Technology Human Capital Management International Leadership and Global Relationships Fortune 500 Board Experience CEO of a Large Company Senior Leadership Experience |

  33. Director Nominees

    | 10 | | 2026 Proxy Statement |

  34. Director Nominees

    | Chairman and CEO, Carrier Global Corporation | David L. Gitlin Boeing director since: 2022 Committees: • Aerospace Safety • Audit Independent: Yes Age: 56 | 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) | |

  35. Director Nominees

    | 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 |

  36. Director Nominees

    | | 2026 Proxy Statement | 11 |

  37. Director Nominees

    | Former Chair and CEO, Duke Energy Corporation | Lynn J. Good Boeing director since: 2015 Committees: • Compensation (Chair) • Audit Independent: Yes Age: 66 | Other current public directorships: • Morgan Stanley Prior public directorships in past five years: • 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) | |

  38. Director Nominees

    | Ms. Good brings to the Board substantial experience in executive leadership, safety, corporate governance, financial management and accounting, as well as operational expertise 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 also has extensive financial management, capital markets, merger and restructuring, and accounting expertise, gained through her prior service as Chief Financial Officer and Treasurer of Duke Energy and nearly 30 years as a Certified Public Accountant, including 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 and in connection with her Audit Committee responsibilities, Ms. Good is the Board’s point person in 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 |

  39. Director Nominees

    | 12 | | 2026 Proxy Statement |

  40. Director Nominees

    | 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: 66 | Other current registered investment company directorships: • BlackRock Fixed-Income Complex (consists of 61 registered investment companies) Prior public directorships in 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) | |

  41. Director Nominees

    | 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 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 |

  42. Director Nominees

    | | 2026 Proxy Statement | 13 |

  43. Director Nominees

    | Former Executive Vice President and CFO, United Technologies Corporation | Akhil Johri Boeing director since: 2020 Committees: • Finance (Chair) • Audit Independent: Yes Age: 64 | 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) | |

  44. Director Nominees

    | Mr. Johri brings to the Board extensive aerospace industry expertise from his more than 30 years at United Technologies, as well as critical skills in areas of financial reporting, internal controls and risk management developed while serving as Chief Financial Officer at multiple Fortune 500 companies. These skills enable Mr. Johri to provide critical insights to the Board in areas as diverse as financial strategy, strategic operations, the dynamics of managing a complex, global supply chain, articulating corporate strategy to investors and other stakeholders and mitigating risks associated with the development of new products and services at a large industrial manufacturer. Mr. Johri also brings to the Board unique insights relating to his senior leadership experience at United Technologies, a major supplier to aerospace companies like Boeing. In addition, as an independent director and audit committee member at Cardinal Health, Mr. Johri brings to the Board experience in risk oversight and corporate governance of a large company in a highly regulated industry. 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 |

  45. Director Nominees

    | 14 | | 2026 Proxy Statement |

  46. Director Nominees

    | Former President and CEO, GE Aviation; Former Vice Chair, General Electric Company | David L. Joyce Boeing director since: 2021 Committees: • Aerospace Safety (Chair) • Governance & Public Policy • Special Programs Independent: Yes Age: 69 | 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) | |

  47. Director Nominees

    | Mr. Joyce brings to the Board vast aerospace, engineering and manufacturing expertise, as well as a demonstrated track record of safety leadership and operational excellence. He developed his in-depth knowledge of the challenges and opportunities facing the aerospace industry at General Electric. 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 |

  48. Director Nominees

    | | 2026 Proxy Statement | 15 |

  49. Director Nominees

    | 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: 57 | Other current public directorships: • Dell Technologies Inc. Prior public directorships in 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) | |

  50. Director Nominees

    | Mr. Mollenkopf brings to the Board critical insights in engineering leadership, risk management, complex global operations and human capital management from his more than 25 years of service at Qualcomm, an engineering-driven, high-technology manufacturing company and a global leader in the development and commercialization of foundational technologies for the wireless industry. During his tenure as CEO of Qualcomm, he led the company through significant change and unprecedented challenges. Mr. Mollenkopf possesses expertise and direct leadership experience in precision engineering, project management, manufacturing, quality control and designing testing regimes for complex systems. He also brings corporate governance expertise and perspectives on a wide array of strategic and business matters from his service on the board of Dell, a global technology company focused on providing broad and innovative technology solutions for the data and artificial intelligence era. 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 |

  51. Director Nominees

    | 16 | | 2026 Proxy Statement |

  52. Director Nominees

    | President and CEO, The Boeing Company | Robert Kelly Ortberg Boeing director since: 2024 Committees: None Independent: No Age: 65 | Other current public directorships: • Aptiv PLC Prior public directorships in 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) | |

  53. Director Nominees

    | 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, 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 |

  54. Director Nominees

    | | 2026 Proxy Statement | 17 |

  55. Director Nominees

    | 31st Chief of Naval Operations; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy | John M. Richardson Boeing director since: 2019 Committees: • Special Programs (Chair) • Aerospace Safety • Finance Independent: Yes Age: 65 | Other current public directorships: • BWX Technologies, Inc. • Constellation Energy Corporation Prior public directorships in 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) | |

  56. Director Nominees

    | 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 |

  57. Director Nominees

    | 18 | | 2026 Proxy Statement |

  58. Director Nominees

    | Former Chairman, President and CEO, Alaska Air Group, Inc. | Bradley D. Tilden Boeing director since: 2025 Committees: • Aerospace Safety • Finance Independent: Yes Age: 65 | Other current public directorships: • Matson, Inc. Prior public directorships in past five years: • Alaska Air Group, Inc. • Nordstrom, Inc. | | | Professional highlights: • Executive Chairman, Alaska Air Group, Inc. (2021-2022) • Chairman, President and CEO, Alaska Air Group, Inc. (2014-2021) • President and CEO, Alaska Air Group, Inc. (2012-2014) • President, Alaska Airlines, Inc. (2008-2012) • Executive Vice President and Chief Financial Officer, Alaska Airlines, Inc. (2002-2008) • Chief Financial Officer, Alaska Airlines, Inc. (2000-2002) • Vice President, Finance and Controller, Alaska Airlines, Inc. (1994-2000) | |

  59. Director Nominees

    | Mr. Tilden brings to the Board extensive airline and aerospace industry experience developed during his more than 30 years of service in key leadership positions at Alaska Airlines, including as former Chairman, President and CEO. As CEO, Mr. Tilden led a highly regulated airline, leading its commitments to safety, customer service, industry-leading operations and profitable growth. He possesses a deep understanding of airline customer requirements (including with respect to environmental performance), operational and supply chain management, safety and regulatory compliance regimes, human capital management and strategic planning. While leading Alaska Airlines, Mr. Tilden fostered a culture of integrity and operational excellence amongst Alaska Airlines’ more than 23,000 employees, a significant portion of whom were covered by collective bargaining agreements. In addition, he has extensive finance and accounting knowledge, including from his experience serving as Chief Financial Officer and as Vice President, Finance and Controller at Alaska Airlines. Mr. Tilden is an aviation enthusiast who flies regularly and holds an Airline Transport Pilot (ATP) license. Mr. Tilden has deep ties to Seattle and the Pacific Northwest, where he has lived for more than three decades. | Key skills and qualifications: In-Depth Aerospace Expertise Engineering/Technology Leadership Safety Risk Management Highly Regulated Industry Experience Human Capital Management Environmental Risks/Sustainability Fortune 500 Board Experience CEO of a Large Company Fortune 500 CFO Senior Leadership Experience |

  60. Director Nominees

    | | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THESE 12 NOMINEES. |

  61. Director Nominees

    | | 2026 Proxy Statement | 19 |

  62. Director Nominees

    Our Board has adopted a set of Corporate Governance Principles to assist the Board in the exercise of its responsibilities and, along with Boeing’s Certificate of Incorporation, 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 are 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 for Directors 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, provide mechanisms to report 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.

  63. Shareholder Engagement

    | Recent Actions Aligned with Shareholder Feedback ✓ Elected Brad Tilden to the Board, who brings a distinct customer perspective, proven leadership in the airline industry, and more than three decades of aviation experience including as former Chairman, President and CEO of Alaska Air Group, Inc. ✓ Enhanced proxy disclosure regarding human capital management and culture, including details on our all-employee culture surveys and management’s response to employee feedback ✓ Maintained single One Company Score for the 2026 annual incentive plan to continue promoting alignment on operational priorities, accountability and a culture of unity ✓ Re-introduced performance stock units for our executive leadership team under the 2026 long-term incentive program as a direct result of the substantial progress made during 2025 toward stabilizing our business ✓ Updated annual disclosures in Chief Aerospace Safety Officer Report, Global Sustainability Report, and Advocacy Report |

  64. Finance Committee

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

  65. Governance & Public Policy Committee

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

  66. Components of Director Compensation

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

  67. Components of Director Compensation

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

  68. Components of Director Compensation

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

  69. Components of Director Compensation

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

  70. Components of Director Compensation

    The GPP Committee reviews Boeing’s director compensation program on an annual basis, and provides recommendations to the full Board as appropriate. When making its recommendations, the GPP Committee considered director compensation levels at the same group of companies used as the primary peer group for our executive officer compensation. See “Market Data and Compensation Peer Group” on page 52 for more information. Frederic W. Cook & Co., Inc., or FW Cook, served during 2025 as the GPP Committee’s independent consultant with respect to the compensation of our nonemployee directors.

  71. Highlights of our Nonemployee Director Compensation Program

    Highlights of our Nonemployee Director Compensation Program

  72. 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 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. |

  73. 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. Directors who are employees of the company do not receive any compensation for their services as directors; thus Mr. Ortberg does not participate in the nonemployee director compensation program.

  74. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth 2025 compensation for each nonemployee director.

  75. 2025 Director Compensation Table

    | Director | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Robert A. Bradway(4) | 155,000 | 200,000 | 31,000 | 386,000 | | Mortimer J. Buckley | 135,000 | 200,000 | 0 | 335,000 | | Lynne M. Doughtie(5) | 160,000 | 200,000 | 31,000 | 391,000 | | 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) | 155,000 | 200,000 | 31,000 | 386,000 | | David L. Joyce(8) | 185,000 | 200,000 | 31,000 | 416,000 | | Steven M. Mollenkopf(9) | 385,000 | 200,000 | 29,500 | 614,500 | | John M. Richardson(10) | 150,000 | 200,000 | 31,000 | 381,000 | | Sabrina Soussan(11) | 42,651 | 63,187 | 0 | 105,838 | | Bradley D. Tilden | 10,639 | 0(12) | 31,000 | 41,639 |

  76. 2025 Director Compensation Table

    | (1) Reflects total cash compensation paid in 2025 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. |

  77. 2025 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 2025. 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 stock on the grant date. The fair market value of a Boeing share for a single trading day is the average of the high and low per share trading prices for Boeing stock as reported by The Wall Street Journal for the New York Stock Exchange Composite Transactions. The following table sets forth the aggregate number of deferred stock units accumulated in each director’s account as of December 31, 2025, 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. |

  78. 2025 Director Compensation Table

    | 42 | | 2026 Proxy Statement |

  79. 2025 Director Compensation Table

    | Director | Accumulated Deferred Stock Units | | Robert A. Bradway | 15,049 | | Mortimer J. Buckley | 1,770 | | Lynne M. Doughtie | 5,165 | | David L. Gitlin | 6,511 | | Lynn J. Good | 16,145 | | Stayce D. Harris | 7,898 | | Akhil Johri | 10,491 | | David L. Joyce | 8,705 | | Steven M. Mollenkopf | 12,334 | | John M. Richardson | 6,433 | | Sabrina Soussan | 2,359 | | Bradley D. Tilden | 0 |

  80. 2025 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). |

  81. 2025 Director Compensation Table

    | (4) Mr. Bradway served as GPP Committee Chair all of 2025. |

  82. 2025 Director Compensation Table

    | (5) Ms. Doughtie served as Audit Committee Chair all of 2025. |

  83. 2025 Director Compensation Table

    | (6) Ms. Good served as Compensation Committee Chair all of 2025. |

  84. 2025 Director Compensation Table

    | (7) Mr. Johri served as Finance Committee Chair all of 2025. |

  85. 2025 Director Compensation Table

    | (8) Mr. Joyce served as Aerospace Safety Committee Chair all of 2025. |

  86. 2025 Director Compensation Table

    | (9) Mr. Mollenkopf served as Chair of the Board all of 2025. |

  87. 2025 Director Compensation Table

    | (10) Admiral Richardson served as Special Programs Committee Chair all of 2025. |

  88. 2025 Director Compensation Table

    | (11) Ms. Soussan did not stand for re-election at the 2025 annual meeting of shareholders on April 24, 2025. |

  89. 2025 Director Compensation Table

    | (12) Mr. Tilden was elected to the Board effective December 3, 2025, and was awarded restricted stock units in early 2026 for his partial period of service during the fourth quarter of 2025. The aggregate grant date fair value of these restricted stock units ($15,761) will be reported in next year’s proxy statement, in accordance with SEC rules. |

  90. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee directly engaged FW Cook to serve as its independent compensation consultant during 2025. The GPP Committee also engaged FW Cook during 2025 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 2025 was $511,969. 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” beginning on page 51.

  91. Independent Compensation Consultant

    | | 2026 Proxy Statement | 43 |

  92. PROPOSAL SUMMARY

    PROPOSAL SUMMARY Pursuant to Section 14A of the Securities Exchange Act of 1934, or the Exchange Act, shareholders are being asked to approve, on an advisory basis, the compensation of the named executive officers as set forth under the heading “Compensation Discussion and Analysis” and in the accompanying compensation tables and material. We expect that the next advisory vote on executive compensation will occur at our 2027 Annual Meeting of Shareholders. The Board recommends that you vote FOR the resolution approving named executive officer compensation. To Our Shareholders: At our 2025 Annual Meeting—our first meeting following the election of Kelly Ortberg as CEO in 2024—you gave us a strong vote of confidence when you approved with 85% support the compensation of our named executive officers. Since then, under Kelly and his revamped leadership team, Boeing has made significant strides in stabilizing our operations and regaining the trust of our stakeholders. The foundation of this progress is the executive team’s relentless pursuit of a company culture built on safety and quality, trust, people focus, ownership and innovation. During the year, the company implemented a new performance management system built on our new Values and Behaviors, emphasizing the importance of how employees do their jobs as well as what they accomplish, launched enhanced training and leadership development programs, and deployed regular employee surveys to ensure our workforce is being heard at the highest levels of the company. This work has borne fruit, in the form of our highest commercial deliveries since 2018, record backlog for our products and services, and beginning to earn back the trust of our regulators and customers. You, our shareholders, have shared in the company’s success with total shareholder return at the 72nd percentile of the S&P 500 Index from Kelly’s election through the end of January 2026. Our compensation programs in 2025, described below and in the Compensation Discussion and Analysis that follows, were designed to reflect this focus on a unified culture and advance our cultural transformation. Based on the principle that we rise or fall as one company, we introduced a One Company Score for our annual incentive plan, which determined incentive payouts not only for our executive leadership team but for over 100,000 employees around the world. Metrics and goals in our annual incentive plan focused on clearly establishing and communicating key enterprise-wide priorities. The importance of performing under our Safety & Quality Plan and executing key milestones was reinforced through the annual incentive Operational Scorecard. This year, we are again seeking your support for our executive compensation program. The changes we implemented in early 2025 were informed by the feedback heard through extensive engagement with our shareholders, which further guided our decisions during the rest of the year and into early 2026. We are confident that our program, designed to reinforce our cultural transformation efforts and heavily weighted toward variable pay components that deliver value contingent upon sustained company and individual performance, is aligned with the long-term interests of our shareholders and our core pay for performance philosophy. Our commitment to pay for performance is reflected in pay outcomes under our 2025 annual incentive plan and our 2023-2025 long-term incentive awards.

  93. PROPOSAL SUMMARY

    | • | Our annual incentive plan payout at 131% of target was driven by significant improvement in financial and operational performance during 2025 |

  94. PROPOSAL SUMMARY

    | • | Payout of 0% for three-year performance stock units (PSUs) granted in 2023 was aligned to below-threshold performance against three-year cumulative free cash flow goals over the 2023-2025 performance period |

  95. PROPOSAL SUMMARY

    | • | Our annual incentive plan will continue to incorporate metrics tied to the safety of our people and our products, to drive consistent focus on safety |

  96. PROPOSAL SUMMARY

    | • | In early 2026, our long-term incentive program shifted to remove premium-priced stock options (PPSOs) and incorporate PSUs tied to pre-set financial metrics and relative total shareholder return, as well as restricted stock units (RSUs) subject to holding requirements |

  97. PROPOSAL SUMMARY

    During 2025, we spent time previewing our program design for our shareholders and were pleased to hear overall general support for our priorities. Our independent Board Chair, Aerospace Safety Committee Chair and Compensation Committee Chair participated in a number of these meetings. In these meetings, our shareholders encouraged us to continue linking executive pay to safety performance. Our annual incentive plan for 2025 featured an Operational Scorecard comprising 20% of the overall score, which tracked and assessed our achievement of safety goals that are critical to stabilizing our production system at the highest safety and quality standards in our industry. Through these efforts, we reduced rework across our airplane programs by 60%, operated in alignment with our Safety & Quality Plan and assessed key performance indicators developed in conjunction with the FAA to determine when our production system is ready for rate increases. We plan to maintain this incentive structure in 2026, to drive continued focus on safety and quality throughout our company. In early 2025, we made the decision to incorporate PPSOs into our long-term incentive program for executive officers . At the time, we explained that this change was primarily due to the challenges posed by our volatile business environment to setting realistic long-term financial goals, but we also committed to regularly review our program to determine how and when to make a change. In early 2026, as a direct result of the substantial progress made during 2025 toward stabilizing our business and in alignment with our commitment to continuously evaluate our program, we decided to remove PPSOs from our vehicle mix and move back to PSUs for our executive leadership team. These PSUs, which comprise 30% of each executive officer’s long-term incentives, are tied to pre-set three-year financial targets established under our long-range business plan and relative total shareholder return, to reinforce alignment between the interests of our shareholders and our senior leaders. To further strengthen that alignment over the long term, we also granted 20% of each executive officer’s long-term incentive target in the form of RSUs subject to three-year cliff vesting and a requirement that the executive must hold the vested shares for two years following vesting, with the remaining 50% delivered in the form of RSUs subject to three-year ratable vesting. We will continue to regularly seek the feedback of our shareholders on our program, and we remain committed to providing clear and transparent explanations for key decisions impacting execution compensation. We appreciate the time you take to read this disclosure, and we look forward to your support for this year’s say on pay vote. Sincerely, Members of the Compensation Committee Lynn J. Good, Chair Robert A. Bradway Lynne M. Doughtie Steven M. Mollenkopf

  98. 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 score, which has included metrics relating to safety and quality since we first introduced an operational element in 2021. Many of our other employees who do not participate in plans governed by our annual incentive score (including employees who are subject to collective bargaining agreements) can also earn incentives based on safety and quality performance assessed at the site level, with metrics largely aligned to those utilized in our annual incentive plan. While we continue to evolve our incentive plan goals as our business circumstances change, our standard for how those goals must be achieved is captured in our Values and Behaviors, which prioritize a focus on safety and quality, trust, people focus, ownership and innovation. We are working to create a culture where all employees feel empowered to speak up, follow through, ask for help, be curious and courageous, and do the right thing. 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.

  99. 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 financial and operational performance that drives the creation of long-term shareholder value. Leaders are held accountable for business outcomes. | | Commitment to Values and Behaviors | Individual executives are assessed not only on their business outcomes but their commitment to our values of safety and quality, trust, people focus, ownership and innovation, as demonstrated through behaviors that reinforce those values. Our annual incentive plan incorporates specific and measurable goals 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. |

  100. How We Align Pay to Shareholder Interests

    | 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. |

  101. Independent Compensation Consultant

    Independent Compensation Consultant The Compensation Committee engaged FW Cook to serve as its independent compensation consultant during 2025. The GPP Committee also engaged FW Cook during 2025 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 appropriate, reported directly to the committees and did not provide any other services to the company. The Compensation and GPP Committees have the sole authority to modify or approve FW Cook’s compensation, determine the nature and scope of its services, evaluate its performance, terminate its engagement and hire a replacement or additional consultant at any time. 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 FW Cook’s independence, including that the firm 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.

  102. 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, 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

  103. Market Data and Compensation Peer Group

    | 52 | | 2026 Proxy Statement |

  104. Market Data and Compensation Peer Group

    composition of this peer group and determines whether any changes should be made. For purposes of 2025 decision-making, Boeing’s primary peer group consisted of the 19 companies listed below.

  105. Market Data and Compensation Peer Group

    | 2025 COMPENSATION PEERS | | | | 3M | Ford | Microsoft | | AT&T | General Dynamics | Northrop Grumman | | Caterpillar | Honeywell | Procter & Gamble | | Chevron | IBM | RTX | | Cisco Systems | Intel | United Parcel Service | | ExxonMobil | Johnson & Johnson | Verizon Communications | | | Lockheed Martin | |

  106. Market Data and Compensation Peer Group

    For 2026, our peer group has been updated to remove 3M following its divestiture of a significant business segment and to add GE Aerospace, which is an industry peer following its divestiture of non-aerospace divisions in recent years. Otherwise, the group of companies above has constituted our peer group since 2018, with other changes made solely to reflect merger and divestiture activity within the group. Although our financial results and market capitalization over recent years have 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 generally 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 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.

  107. Target Total Direct Compensation

    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, make 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 incentive 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 the median based on factors such as job requirements, internal pay data, business needs, unique market considerations and the executive officer’s competencies, skills, experience, contributions, qualifications, performance and the assumption of new responsibilities or promotions. There are no specific weightings assigned to these factors. Our program is heavily weighted toward variable compensation and incorporates short- and long-term performance, financial and operational performance, and individual performance.

  108. Target Total Direct Compensation

    | | FIXED | VARIABLE | | | | | Named Executive Officer | Base Salary ($)(1) | Annual Incentive Target(2) | | Long-Term Incentive Target ($) | 2025 Target Total Direct Compensation ($) | | | | (% of Base Salary) | ($) | | | | Robert K. Ortberg | 1,500,000 | 200% | 3,000,000 | 17,500,000 | 22,000,000 | | Jesus Malave, Jr. | 1,050,000 | 120% | 1,260,000 | N/A | 2,310,000 | | Stephanie F. Pope | 1,200,000 | 167% | 2,004,000 | 10,000,000 | 13,204,000 | | Brett C. Gerry | 960,000 | 100% | 960,000 | 4,500,000 | 6,420,000 | | Jeffrey S. Shockey | 760,000 | 90% | 684,000 | 2,500,000 | 3,944,000 | | Brian J. West | 1,040,000 | 110% | 1,144,000 | 6,000,000 | 8,184,000 |

  109. Target Total Direct Compensation

    | | NEW HIRE AWARDS | | | | Named Executive Officer | Cash Awards ($) | Equity Awards ($) | 2025 Total New Hire Awards ($) | | Jesus Malave, Jr. | 8,500,000 | 9,500,000 | 18,000,000 | | Jeffrey S. Shockey | — | 2,500,000 | 2,500,000 |

  110. Target Total Direct Compensation

    To make up for unvested equity awards which Mr. Malave forfeited at his prior employer, he received a cash award of $1,500,000, an award of RSUs valued at $5,000,000 that vests in two equal installments on the first and second anniversaries of grant, and an award of PPSOs valued at $4,500,000 that vests on the third anniversary of grant and features an exercise price equal to 120% of a share’s fair market value on the grant date. Mr. Malave also received an additional cash award of $7,000,000 intended to offset the value of shares clawed back from his prior employer. Both cash awards are subject to full repayment if Mr. Malave voluntarily leaves the company within two years of hire. Although Mr. Shockey’s base salary and annual and long-term incentive awards would not place him among the named executive officers, in 2025, Mr. Shockey received a one-time equity award of $2,500,000 in connection with his hire, which vests in two equal installments on the first and second anniversaries of grant.

  111. Annual Incentive Plan

    Annual Incentive Plan The annual incentive plan is designed to drive near-term program execution and operational excellence. The Compensation Committee generally sets annual incentive award targets for our NEOs each February, and the independent members of the Board also approve the CEO’s target. Beginning in 2025, the Compensation Committee began setting annual incentive targets expressed as a percentage of base salary, rather than a fixed dollar amount. No changes were made to the annual incentive targets for our NEOs during 2025, except those arising from the impact of the target being expressed as a percentage of base salary. Actual incentive awards are determined as follows: One Company Score. Prior to 2025, our annual incentive plan payouts were driven by separate business unit scores, determined based on performance against formulaic financial and operational targets at both the business unit and enterprise levels. For 2025, we shifted to a single enterprise-wide incentive score based 80% on performance against pre-established financial targets for free cash flow, core earnings/(loss) per share and revenue, and 20% on progress toward achieving specific operational safety and execution priorities. This One Company Score determines payouts not only for our executive officers, but for our entire executive team and over 100,000 of our employees around the world, and serves to unify our workforce around our common mission. It is expected that both maximum performance and performance resulting in zero payout would be infrequent.

  112. Annual Incentive Plan

    | 54 | | 2026 Proxy Statement |

  113. Annual Incentive Plan

    The goals underlying the One Company Score incorporate expectations regarding the probability of achieving performance goals, key risks and a degree of “stretch” to appropriately incentivize superior performance. For our financial metrics, actual performance that is higher or lower than target for any metric is assigned a percentage score between 0% and 200% based on a curve established by the Compensation Committee, with a score of 100% corresponding to target performance. For our operational safety and execution goals, a score of 100% similarly corresponds to on-plan performance, while higher and lower scores within a 0% to 200% range can be assigned by the Compensation Committee using a scorecard approach. Financial Performance Metrics (80% weight). The metrics used to determine financial performance for our 2025 annual incentive plan were selected to drive performance in specific areas critical to our business, as described below.

  114. Annual Incentive Plan

    | Free Cash Flow(1) drivers | Core Earnings/(Loss) Per Share(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 |

  115. 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. |

  116. Annual Incentive Plan

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

  117. Annual Incentive Plan

    Our 2025 financial goals and outcomes are summarized in the chart below. Adjustments Within Limited 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, pursuant to criteria approved at the time of goal-setting. These limited adjustments may have either unfavorable or favorable impacts on results. For 2025, free cash flow was adjusted upward from ($1.9B) to ($0.5B), core earnings/(loss) per share was adjusted downward from $1.19 to ($10.72), and revenue was adjusted upward from $89.5B to $89.8B, in each case, to reflect the impact of the divestiture of portions of our digital aviation solutions business and our acquisition of Spirit AeroSystems during the year.

  118. Annual Incentive Plan

    | | 2026 Proxy Statement | 55 |

  119. Annual Incentive Plan

    Safety & Execution Operational Scorecard (20% weight). This component of the One Company Score was designed to reinforce a company-wide focus on specific safety and execution goals critical to the company’s long-range business plan. For 2025, our safety priorities focused on key performance indicators (KPIs) developed in cooperation with the FAA as part of our Safety & Quality Plan and operationalized across both commercial and defense key programs: employee proficiency, notice of escape rework hours, supplier shortages, rework hours per airplane, travelers at factory rollout and ticketing performance. These KPIs provide a real-time mechanism for assessing the health of our production system and determining readiness for production rate increases. We also assessed implementation of action items under our Safety & Quality Plan and reduction in our recordable case rate (measuring employee injury rates). The Compensation Committee monitored the company’s performance with respect to these goals throughout the year and received regular progress updates directly from the CEO. Specific weightings were not assigned to any specific goal; rather, the final operational performance score was determined by the Compensation Committee based on a holistic review of the company’s performance in each goal area and the relative impact of that performance on our business. Our execution priorities for the year were designed to drive progress toward milestones underlying our long-range business plan, including for key derivative and fixed price development programs, and to improve our ability to meet customer commitments. The financial and operational performance described above resulted in a One Company Score of 131% for our 2025 annual incentive plan. Individual Performance Score. The individual performance score for each NEO acts as a multiplier (ranging from 0% to 120%) to each NEO’s calculated incentive payout, and can serve to reduce or eliminate the payout for poor performance and increase the payout by up to 20% for exceptional performance. The target score is 100%. For 2025, the Compensation Committee (and the Board, with respect to Mr. Ortberg) approved individual performance scores at

  120. Annual Incentive Plan

    | 56 | | 2026 Proxy Statement |

  121. Annual Incentive Plan

    target for all our NEOs, resulting in no adjustment to any NEO’s annual incentive payout. The decision to score each NEO at 100% and make no adjustments to their calculated incentive payout was based on:

  122. Annual Incentive Plan

    | • | The Compensation Committee’s assessment of each NEO’s individual performance impacting safety and quality; |

  123. Annual Incentive Plan

    | • | Recognition of the teamwork and collaboration among members of our senior leadership team and across all areas of the businesses and functions they lead, which contributed to significantly improved financial and operational performance during 2025; and |

  124. Annual Incentive Plan

    | • | Reinforcement of the one-team approach adopted by our annual incentive plan structure in 2025, to drive alignment on operational priorities, accountability and a culture of unity. |

  125. Final 2025 Annual Incentive Plan Payouts

    Final 2025 Annual Incentive Plan Payouts The outcomes described above resulted in the following incentive payouts for our NEOs.

  126. Final 2025 Annual Incentive Plan Payouts

    | Named Executive Officer | Target($) | One Company Score | Individual Performance Score | Payout ($) | | Robert K. Ortberg | 3,000,000 | 131% | 100% | 3,930,000 | | Jesus Malave, Jr. | 1,260,000(1) | 131% | 100% | 1,650,600 | | Stephanie F. Pope | 2,004,000 | 131% | 100% | 2,625,240 | | Brett C. Gerry | 960,000 | 131% | 100% | 1,257,600 | | Jeffrey S. Shockey | 582,805(2) | 131% | 100% | 763,475 | | Brian J. West | 1,144,000 | 131% | 100% | 1,498,640 |

  127. Final 2025 Annual Incentive Plan Payouts

    | (1) Mr. Malave was approved to receive a full-year (not pro-rated) annual incentive award target in connection with his hire in August 2025. |

  128. Final 2025 Annual Incentive Plan Payouts

    | (2) Mr. Shockey’s target was pro-rated to reflect his partial period of employment during the year, as he joined the company in February 2025. |

  129. Long-Term Incentive Program

    Long-Term Incentive Program Vesting of 2023-2025 Long-Term Incentive Awards. Messrs. Gerry and West and Ms. Pope received long-term incentive awards for the 2023-2025 performance period in the form of PSUs weighted at 55% of target, and time-vested RSUs weighted at 45% of target. These awards vested on February 17, 2026. Messrs. Ortberg, Malave and Shockey did not receive these awards as they joined the company after the 2023 grant date. As shown below, the PSUs, which were based on three-year cumulative free cash flow performance against pre-set goals, paid out at 0%. Below-threshold performance was driven primarily by impacts from the production slowdown following the 737-9 door plug accident and the IAM work stoppage in 2024, as well as fixed price development program challenges. The Compensation Committee elected to make no adjustments to reported financial results for purposes of our PSUs. Grant of 2025-2027 Long-Term Incentive Awards. The Compensation Committee generally sets long-term incentive award targets, denominated in dollars, for our NEOs each February, and the independent members of the Board also approve the CEO’s target. In 2025, Mr. Gerry’s target was increased by approximately 13% to bring him closer to market median for his role. No changes were made to the long-term incentive award targets for our other NEOs in 2025. Mr. Malave did not participate in our 2025 long-term incentive award program as he was hired in August 2025.

  130. Long-Term Incentive Program

    | | 2026 Proxy Statement | 57 |

  131. Long-Term Incentive Program

    Our NEOs, other than Mr. Malave, received their long-term incentive awards comprised 55% in the form of PPSOs and 45% in the form of time-vested RSUs. The Compensation Committee determined that an adjustment to the mix of vehicles used to deliver long-term incentives (from PSUs to PPSOs) was necessary due to the uncertainty of our business environment, primarily caused by operational challenges, regulatory and geopolitical volatility, lingering impacts of the IAM work stoppage and supply chain disruption.

  132. Long-Term Incentive Program

    | • | Premium priced-stock options. Our PPSOs are subject to three-year cliff vesting and feature a ten-year exercise term. The exercise price was set at 120% of the fair market value of a share of our common stock on the grant date, requiring our NEOs to deliver meaningful shareholder returns before the PPSOs provide value. |

  133. Long-Term Incentive Program

    | • | Restricted stock units. Our RSUs vest in installments of 33%, 33% and 34% on each of the first, second and third anniversaries of the grant date, subject to continued employment through the applicable vesting date. |

  134. Long-Term Incentive Program

    Our NEOs’ long-term incentive awards are forfeited if the NEO terminates employment before the applicable vesting date, with limited exceptions for qualifying retirement, layoff, death and long-term disability. In a change from prior years, NEOs must remain employed for at least six months following the grant date before becoming eligible for preferential vesting treatment upon qualifying retirement, regardless of age or years of service.

  135. Early 2026 Changes to Our Program

    Early 2026 Changes to Our Program In early 2026, the Compensation Committee adjusted our long-term incentive program for executive officers to remove PPSOs. While PPSOs were determined to be the most appropriate vehicle in 2025 given the challenges to long-range goal setting caused by our volatile business environment, our progress toward stabilization last year enabled the Compensation Committee to shift to incorporating an award component linked to pre-set target performance levels this year. Our 2026-2028 PSUs, weighted at 30% of each executive’s long-term incentive award, will pay out based on two separate measures. 50% of the PSUs will be tied to cumulative free cash flow goals over the three-year performance period and will pay out between 0% to 200%. The remaining 50% of the PSUs will pay out based on our total shareholder return performance as compared to S&P 500 companies over a three-year performance period, and will pay out between 0% to 200%, provided that any payout will be capped at target if our absolute total shareholder return over the period is negative. These awards are designed to further strengthen the alignment between the interests of our executive officers and our shareholders. In addition, our executive officers received 20% of their 2026 long-term incentive awards in the form of RSUs subject to three-year cliff vesting, with a requirement that they must hold vested shares for a period of two years following vesting. The post-vesting holding period is aligned to the long-cycle nature of our business and reinforces the shared interests of our executives and stakeholders over the long-term. We believe the combination of PSUs linked to pre-set targets and RSUs subject to a holding requirement strikes the appropriate balance between ensuring our executive team’s pay remains tightly linked to delivering sustained performance for our shareholders, and managing compensation within the continuing uncertainty of our business environment. The Compensation Committee is closely monitoring emerging guidance from the U.S. government relating to executive compensation at companies that do business with it. As this guidance develops, we intend to take any necessary action to continue to align our executive compensation program and policies with all applicable legal requirements.

  136. Severance Benefits

    Severance Benefits In connection with an involuntary layoff due to job elimination after completing one year of service, our Executive Layoff Benefits Plan (Layoff Plan) for U.S. executives provides cash severance benefits equal to one year of base salary plus the executive’s annual incentive target multiplied by the One Company Score. Any amounts payable pursuant to an individual separation or severance agreement will reduce the cash severance benefits payable under the Layoff Plan. These benefits are not paid if the executive becomes employed elsewhere within the company, refuses an offer of executive-level employment, or is laid off for reasons other than job elimination. Cash severance benefits are subject to forfeiture and clawback for five years following an executive’s termination of employment if the executive (a) engages in an activity that is determined to be in competition with a significant aspect of our business, (b) commits certain criminal acts, (c) solicits or attempts to solicit our employees, representatives or consultants to work for the executive or a third party without our consent, (d) disparages us, our products or our employees or (e) uses or discloses the company’s proprietary or confidential information. Under our annual incentive plan, termination of employment during the performance year generally results in forfeiture of any award for that year. However, if termination is due to qualifying retirement, layoff, long-term disability or death, the executive is eligible to receive a pro-rated payout (adjusted by the One Company Score) based on time employed during the year, unless the executive is eligible to receive cash severance benefits under the Layoff Plan. Qualifying retirement means 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. Unvested equity awards are generally forfeited upon termination of employment. However, these awards may provide either full or pro-rated vesting upon termination due to layoff, qualifying retirement, long-term disability or death.

  137. Severance Benefits

    | • | RSUs and PSUs granted under our long-term incentive program. Our NEOs (or their beneficiaries) will immediately vest in (a) all unvested RSUs and PSUs upon termination due to long-term disability, death, or qualifying retirement or layoff after attaining age 62 with one year of service, or (b) a pro-rated portion of unvested RSUs and PSUs upon any other qualifying retirement or layoff. Starting in 2025, vesting upon qualifying retirement is contingent upon the NEO completing at least six months of service following the grant date, and vesting upon layoff is contingent upon the NEO’s timely execution and non-revocation of a release of claims. Any RSUs that vest upon qualifying retirement or layoff are not distributed until the original vesting date. Any PSUs that vest upon termination are not distributed until the original vesting date and are subject to actual company performance. |

  138. Severance Benefits

    | • | PPSOs granted under our long-term incentive program. Our NEOs (or their beneficiaries) remain eligible to exercise their options (a) in full beginning on the three-year cliff-vesting date, upon qualifying retirement or layoff after attaining age 62 with one year of service, (b) on a pro-rated basis beginning on the three-year cliff-vesting date, upon any other qualifying retirement or layoff, or (c) immediately upon termination due to long-term disability or death. Starting in 2025, vesting upon qualifying retirement is contingent upon the NEO completing at least |

  139. Severance Benefits

    | | 2026 Proxy Statement | 59 |

  140. Severance Benefits

    | six months of service following the grant date, and vesting upon layoff is contingent upon the NEO’s timely execution and non-revocation of a release of claims. Once vested, PPSOs are exercisable for the full ten-year term if the NEO terminates due to qualifying retirement (or layoff while eligible for qualifying retirement). The exercise window otherwise will expire (1) 90 days following voluntary termination without eligibility for qualifying retirement, (2) five years after termination due to layoff, long-term disability or death, or (3) immediately upon termination for cause, but in no event later than the end of the ten-year term. |

  141. Severance Benefits

    | • | New hire equity awards. Generally, new hire equity awards are forfeited if the NEO voluntarily resigns from the company for any reason, but vest in full if the NEO terminates employment due to layoff, long-term disability or death during the vesting period. Any RSUs that vest upon layoff are not distributed until the original vesting date. Vested new hire PPSOs are generally exercisable for 90 days following termination of employment (but not later than the original ten-year term), except for terminations due to layoff, long-term disability or death, in which case, vested PPSOs remain exercisable for up to five years following termination (but not later than the original ten-year term). |

  142. Severance Benefits

    We do not offer enhanced change-in-control benefits or tax gross-ups in connection with any termination of employment. The Compensation Committee believes that the benefits provided under the Layoff Plan and our incentive plans are consistent with those provided by our peers and other companies with which we compete for executive talent. As no NEO experienced a termination of employment in 2025, no severance benefits were paid or provided to any NEO with respect to that year.

  143. Equity Granting Policies and Practices

    Equity Granting Policies and 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 awards. The grant date fair value of RSUs and PSUs subject to a performance condition 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 PPSOs and PSUs subject to a market condition, the grant date fair value is determined using a Monte Carlo simulation model. For stock options, the exercise price is determined by reference to the average of the high and low prices of a share of Boeing common stock on the grant date, with any applicable premium applied (for 2025, 120%). 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 Board and the Compensation Committee do 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. In accordance with our standard practice, on February 18, 2025, the Compensation Committee approved the grant of PPSOs as part of our long-term incentive program to our NEOs (other than Mr. Ortberg), with a grant date of February 19, 2025 (or, with respect to Mr. Shockey, February 24, which is the date he joined the company). Mr. Ortberg’s award was recommended by the Compensation Committee on February 18, 2025, and approved by the full Board on February 19, 2025. On February 25, 2025, the company filed a Current Report on Form 8-K. The following table presents information required to be disclosed by SEC rules in connection with these grants. During 2025, no stock option awards were granted to our NEOs during the period beginning four business days before our filing of a periodic report on Form 10-K or Form 10-Q, or the filing or furnishing of a current report on Form 8-K that disclosed material nonpublic information (other than a current report on Form 8-K disclosing a material new stock option award under Item 5.02(e) of such Form 8-K), and ending one business day after the filing or furnishing of such report, except as set forth below.

  144. Equity Granting Policies and Practices

    | Name | Grant Date | Number of Securities Underlying the Award | Exercise Price of the Award ($/sh) | Grant Date Fair Value of the Award ($) | Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information | | Robert K. Ortberg | 2/19/2025 | 121,023 | 221.44 | 9,624,959 | (3.8%) | | Stephanie F. Pope | 2/19/2025 | 69,156 | 221.44 | 5,499,977 | (3.8%) | | Brett C. Gerry | 2/19/2025 | 31,120 | 221.44 | 2,474,974 | (3.8%) | | Jeffrey S. Shockey | 2/24/2025 | 17,785 | 215.75 | 1,374,958 | (3.8%) | | Brian J. West | 2/19/2025 | 41,493 | 221.44 | 3,299,938 | (3.8%) |

  145. Accounting Implications

    Accounting Implications The Compensation Committee considers the accounting impact reflected in our financial statements when establishing the amount and forms of long-term and equity compensation. The forms of long-term compensation selected are intended to be cost efficient. We account for stock options, RSUs and PSUs 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.

  146. Compensation and Risk

    | ✓ | Benchmarking of individual executive pay against market data for comparable executive roles at an appropriate set of peer companies; | | ✓ | Incorporation of an individual performance assessment for executives in the annual incentive calculation, thereby enabling the Compensation Committee to direct a reduced or 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 and Behaviors; | | ✓ | 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; | | ✓ | The use of multiple metrics in incentive plans, sharpening our executives’ focus on the areas within their control that best drive long-term shareholder value; | | ✓ | Incorporation of operational performance alongside financial performance into our annual incentive plan design to drive improvements in areas critical to safety and execution; | | ✓ | A robust clawback policy permitting the recoupment of past incentive pay from executive officers in the event of instances of misconduct, even absent a restatement of financial results, including misconduct that has compromised the safety of our products or services, and forfeiture of incentive awards and certain other compensation in the event the executive engages in various types of conduct deemed detrimental to the company’s interests, including theft or fraud against the company and engaging in competition with the company; |

  147. Compensation and Risk

    | ✓ | No employment agreements with executive officers (except where required by non-U.S. law); | | ✓ | Compensation Committee-approved limits on annual incentive awards; | | ✓ | Compensation Committee annual and ongoing review of our compensation plans and programs as advised by its independent compensation consultant; | | ✓ | Significant share ownership requirements for senior executives, monitored by the Compensation Committee, to ensure alignment with shareholder interests over the long term; | | ✓ | Adjustments to reported financial 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, based on criteria established at the start of the performance period; and | | ✓ | Restrictions on trading in Boeing stock to reduce insider trading compliance risk, as well as prohibitions on pledging, hedging and monetization transactions involving Boeing stock. |

  148. 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 2025. 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 2025. 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 2026 and presented its conclusion to the Compensation Committee in February 2026 that our plans do not encourage inappropriate risk taking.

  149. Summary Compensation Table

    Summary Compensation Table The following table sets forth information regarding compensation for our 2025 named executive officers.

  150. 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 | 2025 | 1,500,000 | 0 | 7,874,818 | 9,624,959 | 3,930,000 | 0 | 651,612 | 23,581,389 | | President and Chief Executive Officer | 2024 | 525,000 | 1,250,000(7) | 7,999,900 | 7,999,946 | 0 | 0 | 613,783 | 18,388,629 | | Jesus Malave, Jr. Chief Financial Officer | 2025 | 399,808 | 8,500,000(8) | 4,999,976 | 4,499,911 | 1,650,600 | 0 | 132,706 | 20,183,001 | | Stephanie F. Pope President and Chief Executive Officer, Commercial Airplanes | 2025 | 1,200,000 | 0 | 4,499,949 | 5,499,977 | 2,625,240 | 139,961 | 416,699 | 14,381,826 | | | 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 | 2025 | 955,154 | 0 | 2,024,848 | 2,474,974 | 1,257,600 | 72,285 | 167,429 | 6,952,290 | | | 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 | | Jeffrey S. Shockey Executive Vice President of Government Operations, Global Public Policy and Corporate Strategy | 2025 | 651,846 | 0 | 3,624,847 | 1,374,958 | 763,475 | 0 | 69,900 | 6,485,026 | | Brian J. West Former Chief Financial Officer | 2025 | 1,038,308 | 0 | 2,699,858 | 3,299,938 | 1,498,640 | 0 | 211,205 | 8,747,949 | | | 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 | 11,941,638 |

  151. Summary Compensation Table

    | (1) Amounts reflect base salary actually paid in the year, before any deferrals into our Executive Supplemental Savings Plan (Executive SSP) at the executive’s election. |

  152. Summary Compensation Table

    | (2) Amounts reflect the grant date fair value of RSUs and PSUs granted in the year computed in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of these values are included in Note 19 to our audited financial statements including in our Annual Report on Form 10-K for the year ended December 31, 2025. Payouts for PSUs granted in 2024 and 2023 may range from 0% to 200% of the target number of units granted. The grant date fair value of each RSU award granted in 2025 is set forth in the 2025 Grants of Plan-Based Awards table on page 65. No PSUs were granted in 2025. |

  153. Summary Compensation Table

    | (3) Amounts reflect the grant date fair value of PPSOs granted in the year, computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these values are included in Note 19 to our audited financial statements including in our Annual Report on Form 10-K for the year ended December 31, 2025. The grant date fair value of PPSOs granted in 2025 and additional details are set forth in the 2025 Grants of Plan-Based Awards table on page 65. |

  154. Summary Compensation Table

    | (4) Amounts reflect annual incentive compensation, which is based on company and individual performance, before any deferrals into our Executive SSP at the executive’s election. The target and maximum amounts for 2025 annual incentive awards are reflected in the 2025 Grants of Plan-Based Awards table on page 65. |

  155. Summary Compensation Table

    | (5) No pension benefits have accrued since the end of 2015. Amounts for 2025 and 2023 for Ms. Pope and Mr. Gerry, who are the only NEOs with earned pension benefits, 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 “2025 Pension Benefits” on page 69. No NEOs received any earnings on their deferred compensation based on above-market or preferential rates. |

  156. Summary Compensation Table

    | 64 | | 2026 Proxy Statement |

  157. Summary Compensation Table

    | (6) The following table sets forth the elements of “All Other Compensation” provided in 2025 to our NEOs: |

  158. 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 | 469,656 | 26,187 | 155,769 | 651,612 | | Jesus Malave Jr. | 74,033 | 22,327 | 36,346 | 132,706 | | Stephanie F. Pope | 187,220 | 96,142 | 133,337 | 416,699 | | Brett C. Gerry | 51,790 | 0 | 115,639 | 167,429 | | Jeffrey S. Shockey | 17,243 | 0 | 52,657 | 69,900 | | Brian J. West | 83,074 | 0 | 128,131 | 211,205 |

  159. Summary Compensation Table

    | (a) Perquisites and other personal benefits provided to one or more of our NEOs in 2025 consisted of the following: (i) for all NEOs except Messrs. Malave and Shockey, use of company aircraft (or leased aircraft where company aircraft was not available); (ii) for Messrs. Ortberg, Malave, Gerry and Shockey, ground transportation services; (iii) for Ms. Pope and Messrs. Malave, Gerry and West, tax preparation services; (iv) for Messrs. Malave, Gerry and West, financial management services; (v) for Ms. Pope and Messrs. Ortberg, Shockey, Gerry and West, charitable gift matching; (vi) for Messrs. Ortberg and Gerry, annual physicals; (vii) for Ms. Pope and Messrs. Ortberg, Gerry and West, concierge health services; (viii) for Ms. Pope, relocation assistance including aircraft usage and (ix) for Mr. Shockey, event tickets. 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 11.1% in 2025. 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 the applicable NEO, except as follows: (A) for Mr. Ortberg, $419,491 for aircraft usage; (B) for Mr. Malave, $37,449 for personal legal fees incurred in connection with his hire and paid by the company and $30,391 for relocation assistance; (C) for Ms. Pope, $170,828 for relocation assistance including aircraft usage; (D) for Mr. Gerry, $25,561 for aircraft usage; and (e) for Mr. West, $27,477 for aircraft usage and $35,992 for charitable gift matching. |

  160. Summary Compensation Table

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

  161. Summary Compensation Table

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

  162. Summary Compensation Table

    | (8) Amount reflects two one-time cash awards of $1,500,000 and $7,000,000 granted to Mr. Malave in connection with his hire, to offset the value of forfeited unvested equity awards and vested equity awards clawed back by his prior employer. |

  163. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards The following table provides information for our NEOs regarding 2025 annual and long-term incentive award opportunities, including the range of potential payouts under our incentive plans. For Messrs. Malave and Shockey, the table also provides information regarding equity awards each received in connection with their hire in 2025.

  164. 2025 Grants of Plan-Based Awards

    | | Type of Award | Grant Date | Committee Action Date(1) | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise Price of Option Awards(3) ($/sh) | Grant Date Fair Value of Stock Awards(4) ($) | | Name | | | | Target ($) | Maximum ($) | | | | | | Robert K. Ortberg | Annual Incentive | — | — | 3,000,000 | 6,000,000 | — | — | — | — | | | LTI RSUs | 2/19/2025 | 2/19/2025 | — | — | 42,675 | — | — | 7,874,818 | | | LTI PPSOs | 2/19/2025 | 2/19/2025 | — | — | — | 121,023 | 221.44 | 9,624,959 | | Jesus Malave, Jr. | Annual Incentive | — | — | 1,260,000 | 2,520,000 | — | — | — | — | | | New Hire RSUs | 8/15/2025 | 7/3/2025 | — | — | 21,373 | — | — | 4,999,976 | | | New Hire PPSOs | 8/15/2025 | 7/3/2025 | — | — | — | 44,321 | 280.73 | 4,499,911 | | Stephanie F. Pope | Annual Incentive | — | — | 2,004,000 | 4,008,000 | — | — | — | — | | | LTI RSUs | 2/19/2025 | 2/18/2025 | — | — | 24,386 | — | — | 4,499,949 | | | LTI PPSOs | 2/19/2025 | 2/18/2025 | — | — | — | 69,156 | 221.44 | 5,499,977 | | Brett C. Gerry | Annual Incentive | — | — | 960,000 | 1,920,000 | — | — | — | — | | | LTI RSUs | 2/19/2025 | 2/18/2025 | — | — | 10,973 | — | — | 2,024,848 | | | LTI PPSOs | 2/19/2025 | 2/18/2025 | — | — | — | 31,120 | 221.44 | 2,474,974 | | Jeffrey S. Shockey | Annual Incentive | — | — | 582,805 | 1,165,610 | — | — | — | — | | | New Hire RSUs | 2/24/2025 | 2/18/2025 | — | — | 13,904 | — | — | 2,499,870 | | | LTI RSUs | 2/24/2025 | 2/18/2025 | — | — | 6,257 | — | — | 1,124,977 | | | LTI PPSOs | 2/24/2025 | 2/18/2025 | — | — | — | 17,785 | 215.75 | 1,374,958 | | Brian J. West | Annual Incentive | — | — | 1,144,000 | 2,288,000 | — | — | — | — | | | LTI RSUs | 2/19/2025 | 2/18/2025 | — | — | 14,631 | — | — | 2,699,858 | | | LTI PPSOs | 2/19/2025 | 2/18/2025 | — | — | — | 41,493 | 221.44 | 3,299,938 |

  165. 2025 Grants of Plan-Based Awards

    | (1) RSU and PPSO awards under our long-term incentive program were approved by the Compensation Committee for all then-serving executive officers on February 18, 2025, with a grant date of February 19, 2025. Mr. Ortberg’s RSU and PPSO awards were approved and granted by the Board on February 19, 2025. Mr. Shockey’s RSU and PPSO awards were approved by the Compensation Committee on February 18, 2025, with a grant date of February 24, 2025 (the date on which he joined the company). Mr. Malave’s RSU and PPSO awards were approved by the Compensation Committee on July 3, 2025, with a grant date of August 15, 2025 (the date on which he joined the company). |

  166. 2025 Grants of Plan-Based Awards

    | | 2026 Proxy Statement | 65 |

  167. 2025 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. |

  168. 2025 Grants of Plan-Based Awards

    | (3) The exercise price for all PPSOs granted in 2025 was set at 120% of the fair market value (the average of the high and low prices) of a share of company stock on the applicable grant date. |

  169. 2025 Grants of Plan-Based Awards

    | (4) For each NEO, the amounts shown represent the grant date fair value of the RSUs and PPSOs granted during 2025, 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 2 and 3 to the Summary Compensation Table. These amounts have not been paid to or realized by the executive. There is no guarantee that, if and when these awards vest or are exercised, they will have the value reported in this column. |

  170. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End The following table provides information regarding outstanding stock options and unvested stock awards held by our NEOs as of December 31, 2025. Market values for outstanding stock awards, which include 2025 grants and prior-year grants, are based on the closing price of Boeing common stock on December 31, 2025, or $217.12.

  171. Outstanding Equity Awards at 2025 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 or Payout 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 | — | — | — | — | | | 2/19/2025 | — | 121,023(2) | 221.44 | 2/19/2035 | — | — | — | — | | | 8/8/2024 | — | — | — | — | 32,158(3) | 6,982,145 | — | — | | | 2/19/2025 | — | — | — | — | 41,083(4) | 8,919,941 | — | — | | Jesus Malave, Jr. | 8/15/2025 | — | 44,321(5) | 280.73 | 8/15/2035 | — | — | — | — | | | 8/15/2025 | — | — | — | — | 21,373(6) | 4,640,506 | — | — | | Stephanie F. Pope | 9/24/2021 | 6,000 | — | 220.54 | 9/24/2031 | — | — | — | — | | | 4/1/2022 | 13,681 | — | 228.84 | 4/1/2032 | — | — | — | — | | | 2/19/2025 | — | 69,156(2) | 221.44 | 2/19/2035 | — | — | — | — | | | 2/16/2023 | — | — | — | — | 11,140(7) | 2,418,717 | — | — | | | 3/11/2024 | — | — | — | — | 17,778(8) | 3,859,959 | — | — | | | 2/19/2025 | — | — | — | — | 24,386(9) | 5,294,688 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 7,057(10) | 1,532,216 | | | 3/11/2024 | — | — | — | — | — | — | 11,106(11) | 2,411,335 | | Brett C. Gerry | 2/17/2021 | 21,439 | — | 258.83 | 2/17/2031 | — | — | — | — | | | 2/16/2022 | 24,084 | — | 260.98 | 2/16/2032 | — | — | — | — | | | 2/19/2025 | — | 31,120(2) | 221.44 | 2/19/2035 | — | — | — | — | | | 2/16/2023 | — | — | — | — | 11,547(12) | 2,507,085 | — | — | | | 3/11/2024 | — | — | — | — | 7,269(13) | 1,578,245 | — | — | | | 2/19/2025 | — | — | — | — | 10,973(9) | 2,382,458 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 7,057(10) | 1,532,216 | | | 3/11/2024 | — | — | — | — | — | — | 4,442(11) | 964,447 | | Jeffrey S. Shockey | 2/24/2025 | — | 17,785(14) | 215.75 | 2/24/2035 | — | — | — | — | | | 2/24/2025 | — | — | — | — | 20,161(15) | 4,377,356 | — | — | | Brian J. West | 8/27/2021 | 40,322 | — | 263.57 | 8/27/2031 | — | — | — | — | | | 2/16/2022 | 36,127 | — | 260.98 | 2/16/2032 | — | — | — | — | | | 2/19/2025 | — | 41,493(2) | 221.44 | 2/19/2035 | — | — | — | — | | | 2/16/2023 | — | — | — | — | 16,795(12) | 3,646,530 | — | — | | | 3/11/2024 | — | — | — | — | 10,903(13) | 2,367,259 | — | — | | | 2/19/2025 | — | — | — | — | 14,631(9) | 3,176,683 | — | — | | | 2/16/2023 | — | — | — | — | — | — | 10,264(10) | 2,228,520 | | | 3/11/2024 | — | — | — | — | — | — | 6,663(11) | 1,446,671 |

  172. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (1) Reflects new hire PPSOs that will vest in installments of 25%, 25% and 50% on each of the second, third and fourth anniversaries of the grant date, respectively. |

  173. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (2) Reflects PPSOs that will vest on February 19, 2028. |

  174. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (3) Reflects new hire RSUs, 15,839 of which will vest on August 10, 2026, and 16,319 of which will vest on August 9, 2027. |

  175. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (4) Reflects long-term incentive RSUs that will vest in three installments of 33%, 33% and 34% on each of the first, second and third anniversaries of the grant date. The number shown represents the portion of the award remaining outstanding following the withholding of shares in late 2025 to satisfy FICA payroll taxes and related income taxes due in connection with Mr. Ortberg becoming eligible for qualifying retirement 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 68. |

  176. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (5) Reflects new hire PPSOs that will vest on the third anniversary of the grant date. |

  177. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (6) Reflects new hire RSUs that will vest in two equal installments on each of the first and second anniversaries of the grant date, respectively. |

  178. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (7) Reflects long-term incentive RSUs that vested on February 17, 2026. The number shown represents the portion of the award that remained outstanding following the withholding of shares in late 2025 to satisfy FICA payroll taxes and related income taxes due in connection with Ms. Pope being eligible for qualifying retirement 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 68. |

  179. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (8) Reflects long-term incentive RSUs that will vest on March 11, 2027. The number shown represents the portion of the award remaining outstanding following the withholding of shares in late 2025 to satisfy FICA payroll taxes and related income taxes due in connection with Ms. Pope being eligible for qualifying retirement 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 68. |

  180. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 2026 Proxy Statement | 67 |

  181. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (9) Reflects long-term incentive RSUs that will vest in three installments of 33%, 33% and 34% on each of the first, second and third anniversaries of the grant date. |

  182. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (10) As of December 31, 2025, the company’s achievement of the applicable performance goals for PSUs that were granted in 2023 and vested on February 17, 2026, was below the threshold level of performance. Accordingly, the number of shares reported in the table reflects threshold performance. The PSUs shown in this column paid out at 0%. |

  183. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (11) As of December 31, 2025, the company’s achievement of the applicable performance goals for PSUs that were granted in 2024 and will vest on March 11, 2027, was below the threshold level of performance. Accordingly, the number of shares reported in the table reflects threshold performance. These PSUs will pay out between 0% and 200% of the target number of units granted, dependent on performance. |

  184. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (12) Reflects long-term incentive RSUs that vested on February 17, 2026. |

  185. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (13) Reflects long-term incentive RSUs that will vest on March 11, 2027. |

  186. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (14) Reflects long-term incentive PPSOs that will vest on February 24, 2028. |

  187. Outstanding Equity Awards at 2025 Fiscal Year-End

    | (15) Reflects 13,904 new hire RSUs, which will vest in two equal annual installments on the first and second anniversaries of the grant date, and 6,257 long-term incentive RSUs, which will vest in installments of 33%, 33% and 34% on the first, second and third anniversaries of the grant date, respectively. |

  188. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table provides information for our NEOs regarding vesting of stock awards during 2025, except for Messrs. Malave and Shockey, who did not vest in any stock awards during the year. No stock options were exercised by our NEOs during the year.

  189. Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($)(2) | | Robert K. Ortberg | 17,431 | 3,928,902 | | Stephanie F. Pope | 12,841 | 2,253,140 | | Brett C. Gerry | 9,196 | 1,714,548 | | Brian J. West | 13,794 | 2,571,823 |

  190. Option Exercises and Stock Vested

    | (1) Consists of RSUs that vested during 2025, including shares withheld for payment of applicable taxes associated with vesting, as well as shares withheld from unvested awards held by Mr. Ortberg and Ms. Pope to satisfy FICA payroll taxes and related income taxes due in connection with the executive’s eligibility for qualifying retirement. |

  191. 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 vesting date. |

  192. Option Exercises and Stock Vested

    | 68 | | 2026 Proxy Statement |

  193. 2025 Pension Benefits

    2025 Pension Benefits Ms. Pope and Mr. Gerry have earned benefits under the following pension plans:

  194. 2025 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 |

  195. 2025 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. |

  196. 2025 Pension Benefits

    Benefits ceased to accrue under these plans at the end of 2015. The following table provides information as of December 31, 2025, with respect to accumulated benefits under these plans. Messrs. Ortberg, Malave, Shockey and West have no company pension benefits.

  197. 2025 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year ($) | | Stephanie F. Pope | Pension Value Plan | 21.58 | 476,510 | 0 | | | DB SERP | 21.58 | 663,308 | 0 | | Brett C. Gerry | Pension Value Plan | 7.3 | 248,177 | 0 | | | DB SERP | 7.3 | 399,823 | 0 |

  198. 2025 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. As of December 31, 2025, Ms. Pope had 31 years of actual company service, and Mr. Gerry had 17 years. |

  199. 2025 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, 2025, 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 5.26% for the PVP and 5.24% 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 64, the values of these benefits were also calculated as of December 31, 2024. For the values as of December 31, 2024, the discount assumption was 5.55% for the PVP and 5.53% for the DB SERP, which were the assumptions used for financial reporting purposes for 2024. Other assumptions used to determine the value as of December 31, 2024, were the same as those used for December 31, 2025. The assumptions reflected in this footnote are the same as those used for the PVP and the DB SERP for financial reporting purposes. |

  200. 2025 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, 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, at least one year of service and are at least age 62, or at least 30 years of service and are at least age 50 with a prior benefit in the PVP from the McDonnell Douglas Salaried Employee Retirement Income Plan (ERIP) are eligible for early retirement. Enhanced early retirement benefits are available to participants on amounts that accrued during 2014 and 2015, and early retirement benefits are retained for amounts transferred to the PVP from certain heritage plans. Ms. Pope was eligible for early retirement during 2025; however, Mr. Gerry was not. Participants who terminate employment before they are eligible for early retirement will receive a reduced benefit depending on the age at which they begin to receive the benefit. The reduced benefit is determined by dividing the accumulated benefit credits by 11 plus 0.4 for each year before age 65 that the benefit commences. For example, the factor for benefit commencement at age 60 for a participant whose employment terminates before retirement is 13 rather than 11. The DB SERP provides 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, 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.

  201. 2025 Pension Benefits

    | | 2026 Proxy Statement | 69 |

  202. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  203. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation The following table provides information regarding aggregate executive and company contributions, aggregate earnings for 2025 and year-end account balances under the Executive SSP for our NEOs. Our NEOs did not make withdrawals or receive distributions from the Executive SSP during 2025.

  204. 2025 Nonqualified Deferred Compensation

    | 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 | 120,769 | 120,769 | 23,096 | 300,046 | | Jesus Malave, Jr. | 6,538 | 6,538 | 61 | 13,137 | | Stephanie F. Pope | 99,641 | 99,641 | 86,385 | 1,930,427 | | Brett C. Gerry | 185,473 | 86,935 | 646,089 | 6,425,207 | | Jeffrey S. Shockey | 32,057 | 20,365 | 1,943 | 54,365 | | Brian J. West | 94,435 | 94,435 | 56,986 | 1,300,235 |

  205. 2025 Nonqualified Deferred Compensation

    | (1) Amounts reflect elective deferrals of 2025 salary and annual incentives into the Executive SSP. |

  206. 2025 Nonqualified Deferred Compensation

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

  207. 2025 Nonqualified Deferred Compensation

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

  208. 2025 Nonqualified Deferred Compensation

    | (4) Reflects year-end account balances of deferred compensation. Of the amounts in this column, the following amounts were also included in the “Total” column of the Summary Compensation Table for 2025 and prior years: |

  209. 2025 Nonqualified Deferred Compensation

    | Name | Reported for 2025 ($) | Reported for years prior to 2025 ($) | Total ($) | | Robert K. Ortberg | 241,538 | 36,000 | 277,538 | | Jesus Malave, Jr. | 13,076 | 0 | 13,076 | | Stephanie F. Pope | 199,282 | 876,185 | 1,075,467 | | Brett C. Gerry | 272,408 | 1,151,020 | 1,423,428 | | Jeffrey S. Shockey | 52,422 | 0 | 52,422 | | Brian J. West | 188,870 | 992,196 | 1,181,066 |

  210. 2025 Nonqualified Deferred Compensation

    | 70 | | 2026 Proxy Statement |

  211. Potential Payments upon Termination

    Potential Payments upon Termination We do not have employment agreements with our NEOs, and we do not provide any change in control arrangements or accelerated vesting of equity awards in connection with a change in control. Our Layoff Plan provides certain cash severance benefits in the event of layoff specifically due to job elimination after completing at least one year of service. In addition, our annual incentive plan and equity awards provide for either partial or full vesting upon layoff, qualifying termination, long-term disability termination and/or death. These benefits are described under “Severance Benefits” on page 59. Certain benefits continue for limited periods following termination due to layoff, qualifying retirement, long-term disability and/or death. These include tax preparation, financial management, and outplacement and transition services. The table on the following page sets forth the estimated incremental compensation payable to each NEO (other than Mr. West, who notified the company of his intent to resign from his role as Special Advisor to the CEO in March 2026 and whose actual separation circumstances are described below) upon termination of employment due to layoff, qualifying retirement, long-term disability or death. The amounts shown assume that the NEO ceased to be employed by the company as of December 31, 2025, and the price of Boeing common stock as of such termination date was the closing price of $217.12. The table excludes qualified retirement plan benefits and other benefits generally available to salaried employees (such as life insurance and accrued vacation payouts), as well as accrued benefits under the Executive Supplemental Savings Plan, which are set forth in the 2025 Nonqualified Deferred Compensation table on page 70. The table also excludes nonqualified pension benefits under the DB SERP, which are described below under “Estimated Potential Annual DB SERP Payments Upon Termination of Employment” on page 73. Mr. West has informed the company of his intent to resign from his role as Special Advisor to the CEO in March 2026. In accordance with our plan terms, upon his resignation, Mr. West will forfeit all outstanding and unvested awards at that time, which consist of 20,706 RSUs, 13,326 PSUs and 41,493 PPSOs. He is not eligible to receive an annual incentive award for 2026, was not granted any long-term incentive awards in 2026, and is not eligible for tax preparation, financial management, or outplacement and transition services following his separation. In recognition of Mr. West’s service to the company, the Compensation Committee amended Mr. West’s vested PPSOs (granted to him in 2021 and 2022) effective February 16, 2026, to extend the exercise period until the earlier of the date on which the original ten-year term of the options would have expired, or the fifth anniversary of his separation date.

  212. Potential Payments upon Termination

    | | 2026 Proxy Statement | 71 |

  213. Estimated Potential Incremental Payments Upon Termination of Employment

    Estimated Potential Incremental Payments Upon Termination of Employment

  214. Estimated Potential Incremental Payments Upon Termination of Employment

    | Name and Benefits | Layoff Due to Job Elimination ($)(1) | Other Layoff ($) | Qualifying Retirement ($)(2) | Long-Term Disability Termination($) | Death ($) | | Robert K. Ortberg | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 3,930,000 | 3,930,000 | 3,930,000 | 3,930,000 | | New Hire RSUs | 0 | 6,982,145 | 6,982,145 | 6,982,145 | 6,982,145 | | New Hire PPSOs | 0 | 1,921,042 | 0 | 1,921,042 | 1,921,042 | | LTI RSUs | 0 | 8,919,975 | 8,919,975 | 8,919,975 | 8,919,975 | | LTI PPSOs(3) | 0 | 0 | 0 | 0 | 0 | | Tax Preparation Services | 0 | 8,300 | 8,300 | 8,300 | 8,300 | | Financial Management Services | 0 | 3,350 | 3,350 | 3,350 | 3,350 | | Outplacement and Transition Services | 0 | 47,453 | 47,453 | 0 | 0 | | Jesus Malave, Jr. | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 1,650,600 | 0 | 1,650,600 | 1,650,600 | | New Hire RSUs | 0 | 4,640,506 | 0 | 4,640,506 | 4,640,506 | | New Hire PPSOs(3) | 0 | 0 | 0 | 0 | 0 | | 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 | 3,825,240 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 2,625,240 | 2,625,240 | 2,625,240 | 2,625,240 | | LTI RSUs | 6,019,046 | 6,019,046 | 6,019,046 | 11,573,275 | 11,573,275 | | LTI PSUs(4) | 1,406,549 | 1,406,549 | 1,406,549 | 2,411,226 | 2,411,226 | | LTI PPSOs(3) | 0 | 0 | 0 | 0 | 0 | | 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 | 2,217,600 | 0 | 0 | 0 | 0 | | Annual Incentive | 0 | 1,257,600 | 0 | 1,257,600 | 1,257,600 | | LTI RSUs | 3,974,067 | 3,974,067 | 0 | 6,467,745 | 6,467,745 | | LTI PSUs(4) | 562,594 | 562,594 | 0 | 964,447 | 964,447 | | LTI PPSOs(3) | 0 | 0 | 0 | 0 | 0 | | 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 | | Jeffrey S. Shockey | | | | | | | Cash Severance | 0 | 0 | 0 | 0 | 0 | | Annual Incentive | 763,475 | 763,475 | 0 | 763,475 | 763,475 | | New Hire RSUs | 3,018,836 | 3,018,836 | 0 | 3,018,836 | 3,018,836 | | LTI RSUs | 386,550 | 386,550 | 0 | 1,358,520 | 1,358,520 | | LTI PPSOs | 6,933 | 6,933 | 0 | 24,365 | 24,365 | | 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 |

  215. Estimated Potential Incremental Payments Upon Termination of Employment

    | (1) Cash severance benefits are only payable under the Layoff Plan upon layoff due to job elimination. As Messrs. Ortberg and Malave serve in roles that cannot be eliminated, no amounts are shown for them under this column. |

  216. Estimated Potential Incremental Payments Upon Termination of Employment

    | (2) Of our NEOs, Ms. Pope and Mr. Ortberg were eligible for qualifying retirement as of December 31, 2025. |

  217. Estimated Potential Incremental Payments Upon Termination of Employment

    | (3) These PPSOs have exercise prices that exceeded the closing price of our common stock on December 31, 2025; accordingly, the table reflects zero incremental compensation for those awards. |

  218. Estimated Potential Incremental Payments Upon Termination of Employment

    | (4) The 2024 PSU values are calculated assuming threshold performance, consistent with assumptions used for purposes of the Outstanding Equity Awards at 2025 Fiscal Year-End table on page 67. The 2023 PSUs paid out at 0% in February 2026; accordingly, the table reflects zero incremental compensation for these awards. |

  219. Estimated Potential Incremental Payments Upon Termination of Employment

    | 72 | | 2026 Proxy Statement |

  220. Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    Estimated Potential Annual DB SERP Payments Upon Termination of Employment Ms. Pope and Mr. Gerry are the only NEOs with earned benefits under the DB SERP. The table below shows the estimated DB SERP benefits payable to each executive upon certain terminations of employment. Specifically, the table shows the annual DB SERP annuity that would have been paid after a termination of employment on December 31, 2025, expressed as a life annuity, and the present value of such annuity benefit (based on the same factors used for the 2025 Pension Benefits table on page 69). The present value of Ms. Pope’s benefit was calculated assuming a benefit commencement date of January 1, 2026. The present value of Mr. Gerry’s benefit was calculated assuming a benefit commencement date of age 55, or (for Mr. Gerry’s spouse) January 1, 2026.

  221. 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 | 51,256/796,682 | 51,256/796,682 | N/A | | Brett C. Gerry | 39,314/561,555(3) | 24,471/349,545 | 11,165/172,538 |

  222. Estimated Potential Annual DB SERP Payments Upon Termination of Employment

    | (1) Ms. Pope was eligible for retirement benefits under the DB SERP on December 31, 2025. Mr. Gerry was not eligible to commence benefits under the DB SERP on December 31, 2025; 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. |

  223. 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. |

  224. 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, 2025, 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 $561,555. |

  225. 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 2025, the annual total compensation of our median employee was $141,933. The annualized total compensation of Mr. Ortberg was $23,581,389. Based on this information, we estimated that our CEO’s 2025 total compensation was approximately 166 times that of our median employee. The median employee’s 2025 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 2025. 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. In accordance with Instruction 7 to Item 402(u) of Regulation S-K, for purposes of this analysis, we excluded 16,961 employees of Spirit AeroSystems Holdings, Inc. and its subsidiaries, which we acquired pursuant to a transaction that closed in December 2025. 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.

  226. Pay Ratio

    | | 2026 Proxy Statement | 73 |

  227. 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.

  228. 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), net income, and a company-selected measure of free cash flow for those years. The company selected this measure as the most important in linking compensation actually paid to our NEOs for 2025 to company performance, as free cash flow was the predominant metric used in our 2025 annual incentive plan.

  229. 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 ($mm) (7) | | | PEO | Prior PEO | PEO | Prior PEO | | | Company TSR ($) (5) | S&P 500 A&D Ind. Index TSR ($) (5) | | | | 2025 | 23,581,389 | n/a | 31,921,725 | n/a | 11,350,018 | 12,859,881 | 101 | 230 | 2,235 | (1,877) | | 2024 | 18,388,629 | 15,050,812 | 19,904,513 | (23,875,735) | 5,929,027 | (5,191,735) | 83 | 162 | (11,817) | (14,310) | | 2023 | n/a | 32,770,519 | n/a | 44,395,006 | 10,767,252 | 13,450,637 | 122 | 142 | (2,222) | 4,433 | | 2022 | n/a | 22,597,178 | n/a | 15,203,730 | 7,337,949 | 5,790,734 | 89 | 133 | (4,935) | 2,000 | | 2021 | n/a | 21,167,410 | n/a | 17,795,369 | 6,148,165 | 4,853,054 | 94 | 113 | (4,202) | (4,396) |

  230. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (1) Reflects the total compensation of our current CEO, Robert K. Ortberg, and our prior CEO, David Calhoun. Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown. |

  231. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (2) The dollar amounts shown in these columns reflect “compensation actually paid” to Messrs. Ortberg and Calhoun, 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 Mr. Ortberg’s total compensation amount for 2025 to determine CAP are shown in the table below (the same adjustments were made to calculate average CAP for our non-PEO NEOs, or Other NEOs, who are identified by name and year in footnote 3). |

  232. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | Reconciliation of SCT Total to CAP Total for 2025 (a) | | | | | | | | | | | | SCT Total ($) | | Grant Date Fair Value of Awards Granted During 2025 ($) (b) | | Fair Value of Equity Calculated Using SEC Methodology ($) (c) | | Change in Actuarial Value of Pension Benefits During 2025 ($) | | CAP Total ($) | | PEO | 23,581,389 | – | 17,499,777 | + | 25,840,113 | – | 0 | = | 31,921,725 | | Other NEOs (Average) | 11,350,018 | – | 6,999,847 | + | 8,552,159 | – | 42,449 | = | 12,859,881 |

  233. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (a) As shown in this table, the CAP totals represent the SCT figure for 2025, but adjusted as required by SEC rules to (1) exclude the grant date fair value of awards granted during 2025, (2) include the fair value of current year and prior year equity awards that are outstanding, vested or forfeited during 2025, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for 2025. 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 2025. 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. |

  234. 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 2025. For the group of Other NEOs, averages of the foregoing amounts were used. |

  235. 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 64), which requires us to show the grant date fair value of equity awards granted during 2025, the CAP table requires us to calculate equity fair value as follows: |

  236. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | • | for awards granted during 2025 that were still outstanding as of 2025 year-end, the year-end value; plus |

  237. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | • | for awards granted during prior years that were still outstanding as of 2025 year-end, the change in value as of 2025 year-end compared against the prior year-end; plus |

  238. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | • | for awards granted in prior years that vested during 2025, the change in value as of the vesting date compared against the prior year-end; plus |

  239. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | • | for any awards granted in 2025 that vested during 2025, the value as of the vesting date; plus |

  240. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | • | for any awards that vested during 2025, 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 |

  241. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | • | for awards granted in prior years that were forfeited during 2025, the value as of the prior year-end. |

  242. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | 74 | | 2026 Proxy Statement |

  243. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    The specific calculations for the CEO and Other NEOs (for this group, calculated as the average) for 2025 are shown in the table below.

  244. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | CAP Fair Value of Equity Calculation for 2025 | | | | | | | | | | | | | | | | 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 | 20,856,473 | + | 3,861,296 | + | 825,529 | + | 296,815 | + | 0 | – | 0 | = | 25,840,113 | | Other NEOs (Average) | 7,909,932 | + | 610,341 | + | 31,886 | + | 0 | + | 0 | – | 0 | = | 8,552,159 |

  245. 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 2025, Jesus Malave Jr., Stephanie Pope, Brett Gerry, Jeffrey Shockey and Brian West; 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; and for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal. |

  246. 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 2025 to determine CAP are shown in the Reconciliation of SCT Total to CAP Total table in footnote 2 above. |

  247. 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, 2020. 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 beginning on page 52. |

  248. 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. |

  249. Required Tabular Disclosure of Compensation Actually Paid Versus Performance

    | (7) Free cash flow is the financial measure from the tabular list of 2025 Most Important Measures shown below, which, in the company’s assessment, represents for 2025 the most important performance measure used to link compensation actually paid to our CEO and other NEOs to the company’s performance. Free cash flow is defined in Appendix A on page A-1 and is a non-GAAP financial measure. |

  250. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 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 2025 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 47.

  251. Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2025 to Company Performance

    | 2025 Most Important Measures (Unranked) | | • Free cash flow | | • Operational performance | | • Core earnings/loss per share | | • Revenue |

  252. 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.

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

    | | 2026 Proxy Statement | 75 |

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

    | 76 | | 2026 Proxy Statement |

  255. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table sets forth, as of February 17, 2026, 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 current executive officers as a group, owned less than 1% of the outstanding Boeing common stock as of February 17, 2026. Except as otherwise noted, each director, director nominee and NEO has sole voting and investment power with respect to shares beneficially owned.

  256. Directors, Director Nominees and Executive Officers

    | Directors and Nominees | Shares Beneficially Owned | | Stock Units(1) | | Total | | Robert A. Bradway | 0 | | 15,449 | | 15,449 | | Mortimer J. Buckley | 2,200 | | 2,148 | | 4,348 | | Lynne M. Doughtie | 0 | | 5,390 | | 5,390 | | David L. Gitlin | 5 | (2) | 6,889 | | 6,894 | | Lynn J. Good | 483 | | 16,545 | | 17,028 | | Stayce D. Harris | 0 | | 8,276 | | 8,276 | | Akhil Johri | 150 | | 10,891 | | 11,041 | | David L. Joyce | 34 | | 9,139 | | 9,173 | | Steven M. Mollenkopf | 3,767 | | 12,994 | | 16,761 | | John M. Richardson | 0 | | 6,658 | | 6,658 | | Bradley D. Tilden | 180 | ((3)) | 449 | | 629 | | Named Executive Officers | Shares Beneficially Owned(4) | | Stock Units(5) | | Total | | Brett C. Gerry | 76,700 | ((6)) | 31,248 | | 107,948 | | Jesus Malave, Jr. | 60 | | 40,161 | | 40,221 | | Robert K. Ortberg* | 9,606 | | 131,338 | | 140,944 | | Stephanie F. Pope | 28,322 | | 71,068 | | 99,390 | | Jeffrey S. Shockey | 352 | | 27,386 | | 27,738 | | Brian J. West((7)) | 94,965 | | 42,329 | | 137,294 | | All directors and current executive officers as a group (23 people) | 191,347 | | 556,364 | ((8)) | 747,711 |

  257. Directors, Director Nominees and Executive Officers

    | * Also serves as a director. |

  258. 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 41. |

  259. Directors, Director Nominees and Executive Officers

    | (2) Consists of shares held in a family trust. |

  260. Directors, Director Nominees and Executive Officers

    | (3) Includes 180 shares held in a trust. |

  261. Directors, Director Nominees and Executive Officers

    | (4) 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 17, 2026), as well as shares issuable upon the exercise of stock options that are vested as of, or will vest within 60 days of, February 17, 2026 as set forth in the table below. |

  262. Directors, Director Nominees and Executive Officers

    | | Number of Shares | | Brett C. Gerry | 45,528 | | Jesus Malave, Jr. | 0 | | Robert K. Ortberg | 0 | | Stephanie F. Pope | 19,684 | | Jeffrey S. Shockey | 0 | | Brian J. West | 78,230 | | All directors and current executive officers as a group (23 people) | 79,006 |

  263. Directors, Director Nominees and Executive Officers

    | (5) 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 17, 2026), if any, held by the NEO. |

  264. Directors, Director Nominees and Executive Officers

    | (6) Includes 23,633 shares held in a family trust. |

  265. Directors, Director Nominees and Executive Officers

    | (7) Mr. West ceased to serve as Executive Vice President and Chief Financial Officer effective August 15, 2025. |

  266. Directors, Director Nominees and Executive Officers

    | | 2026 Proxy Statement | 79 |

  267. Directors, Director Nominees and Executive Officers

    STOCK OWNERSHIP INFORMATION

  268. 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 17, 2026) held by all directors and current executive officers as a group. |

  269. 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.