Table of Contents
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant  
                            Filed by a Party other than the Registrant  
Check the appropriate box:
 
Preliminary Proxy Statement
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
Soliciting Material Pursuant to §240.14a-12


THE BOEING COMPANY
(Name of registrant as specified in its charter)


 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
 
No fee required
 
Fee paid previously with preliminary materials.
 
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
 
 
 


Table of Contents

LOGO


Table of Contents

Message from Our Chair

 

To My Fellow Boeing Shareholders,

 

LOGO

  

In 2022, we continued to make significant progress in ensuring that our culture, processes and systems always meet the highest standards. Despite difficult macroeconomic factors, we are overcoming the challenges of recent years, de-risking our business, and restoring the operational and financial strength you expect from Boeing. For example, we achieved our goal of generating positive free cash flow in 2022, and demand remains strong as we look to continue to improve operational performance and work to hold ourselves to the highest standards of safety, quality, and transparency.

 

Safety remains paramount and we have taken actions across Boeing to strengthen our safety culture further and to meet our obligations to those who depend on the safety of our products. Among other steps, we have matured our enterprise-wide Safety Management System, continued to enhance our Quality Management System, and issued our first Chief Aerospace Safety Officer Report to ensure continued transparency in our safety-related efforts.

 

Another key focus area in 2022 was supporting the safety and well-being of our teammates impacted by the war in Ukraine. Boeing and its employees, with a boost from

the Boeing Gift Match Program, provided over $3 million in humanitarian assistance in 2022 to Ukraine. We have also seen generous Boeing families in Poland and throughout the region willingly open their homes to our displaced teammates. As a global company with a long legacy of advancing human freedom, Boeing has continuously navigated challenging and shifting geopolitical dynamics, using our values as guiding principles.

As we approach our Annual Meeting, I would like to update you on some other areas our Board has focused on in the last year:

Highly Skilled and Experienced Board. Our Board has worked closely with management to help rebuild our company over the past few years. We have focused on adding directors with a wide range of experience, particularly with in-depth expertise in aerospace, safety, engineering/technology and complex manufacturing. Since the 2019 Annual Meeting, we have added seven independent directors including, most recently, David Gitlin in June 2022. Mr. Gitlin currently serves as Chair and CEO of Carrier and brings to the Board more than 20 years of aerospace industry experience. In addition, we are pleased that Sabrina Soussan, Chairman and CEO of Suez SA, has agreed to be nominated for election to the Board at this year’s meeting, and would bring to the Board an international perspective and extensive experience in areas of heavy manufacturing, cybersecurity, digitalization, environmental sustainability, product safety and human capital management. Our robust refreshment efforts also reflect our commitment to equity, diversity and inclusion; we are particularly proud that 46% of our director nominees are diverse with respect to gender, race and/or ethnicity.

Sustainable Aerospace Together. Our commitment to sustainability is rooted in our core values and our stakeholders’ expectations. In June 2022, we released our second annual Sustainability Report, which further defines the Company’s sustainability goals and includes key metrics to measure progress of our core enterprise priorities. The aerospace industry and our company face significant climate change-driven risks that underscore the need to decarbonize for sustained long-term growth. We are focused on sustainable aerospace and we continue to invest across our four pillars of fleet renewal, operational efficiency, renewable energy and advanced technology to help meet industry-wide goals. We also remain dedicated to supporting the safety and well-being of our employees and investing in the communities where our employees live and work.

Continued Commitment to Equity, Diversity and Inclusion. At Boeing, our goal is to address representation gaps and strengthen equity, diversity and inclusion so that all team members feel supported and inspired. In 2021, we established a set of near-term aspirations to achieve by 2025 and introduced the Seek, Speak & Listen habits to build stronger teams and achieve better business outcomes. Over the past year, we have seen the value that inclusion brings to Boeing as we continue to advance these commitments. Our second annual Global Equity, Diversity & Inclusion Report shares our progress against these aspirations as well as new diversity data.

Track Record of Engagement and Responsiveness. Building trust and delivering sustainable, long-term value requires regular dialogue with our shareholders. Over the past year, we continued to build on our robust shareholder engagement program and discussed with investors topics including our business strategy and priorities, the Board’s recent refreshment efforts and director skill sets, our executive compensation program, our focus on sustainability and climate action, and our equity, diversity and inclusion strategy. On behalf of the Board, I joined members of management in many of these shareholder engagement meetings. The input from these conversations informed recent actions such as enhancements to the compensation program to include goals on climate and equity, diversity and inclusion. Furthermore, in response to a Board-supported shareholder proposal, we described how we compare against the criteria of the Net Zero Indicator in our 2022 Sustainability Report.

On behalf of the Board, we remain committed to serving our shareholders through building long-term value for the Company consistent with our core values. As always, we thank you for your continued confidence and trust in Boeing as we embark on this next chapter.

Sincerely,

 

 

LOGO

Lawrence W. Kellner

Independent Chair of the Board

The Boeing Company


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Notice of 2023 Annual Meeting of Shareholders

 

 

Time and Date

11:00 a.m. Eastern Time

Tuesday, April 18, 2023

 

Place

Virtual meeting at

www.virtualshareholder meeting.com/BA2023

 

Record Date

February 17, 2023

 

How to Vote

See page 91 for additional information on how to vote

 

LOGO By Internet

 

Visit www.proxyvote.com to vote online

 

LOGO By Telephone

 

Call the telephone number on your proxy card, voting instruction form or notice

 

LOGO By Mail

 

Mark, sign, date and return each proxy card or voting instruction form

  

Items of Business

 

1.  Election of the 13 director nominees named in this proxy statement

 

2.  Advisory vote on named executive officer compensation

 

3.  Advisory vote on the frequency of future advisory votes on named executive officer compensation

 

4.  Approval of The Boeing Company 2023 Incentive Stock Plan

 

5.  Ratification of the appointment of Deloitte & Touche LLP as Boeing’s independent auditors for 2023

 

6.  Four shareholder proposals contained in this proxy statement, if properly presented

 

Shareholders will also transact such other business as may properly come before the meeting and any postponement or adjournment thereof.

 

Your vote is important to us. We urge you to vote as soon as possible, even if you own only a few shares.

 

This proxy statement is issued in connection with the solicitation of proxies by the Board of Directors of The Boeing Company for use at the 2023 Annual Meeting of Shareholders and at any adjournment or postponement thereof. On or about March 3, 2023, we will begin distributing print or electronic materials regarding the annual meeting to each shareholder entitled to vote at the meeting. Shares represented by a properly executed proxy will be voted in accordance with instructions provided by the shareholder.

 

By order of the Board of Directors,

 

LOGO

 

John C. Demers

Vice President, Assistant General

Counsel and Corporate Secretary

Important Notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on April 18, 2023: this Proxy Statement and the 2022 Annual Report are available at www.proxyvote.com.

Websites throughout this proxy statement are provided for reference only. Websites referred to herein are not incorporated by reference into this proxy statement.


Table of Contents

Table of Contents

 

PROXY SUMMARY

     1  

Voting Recommendations of the Board

     1  

Director Nominees

     1  

Shareholder Outreach

     2  

Governance Highlights

     2  

Executive Compensation

     3  

Sustainability

     4  

ELECTION OF DIRECTORS (ITEM 1)

     5  

Director Qualification Criteria

     5  

Board Refreshment

     6  

Board Composition

     6  

Director Nominees

     8  

CORPORATE GOVERNANCE

     15  

Leadership Structure

     15  

Director Independence

     15  

Shareholder Outreach

     16  

Board Committees

     17  

Risk Oversight

     20  

Meeting Attendance

     21  

Board and Director Evaluations

     21  

Communication with the Board

     22  

Codes of Conduct

     22  

Compensation of Directors

     22  

Director Stock Ownership Requirements

     24  

Compensation Consultant

     24  

Director Retirement Policy

     24  

Related-Person Transactions

     24  

SUSTAINABILITY

     27  

Sustainability Approach and Governance

     27  

People

     28  

Products and Services

     30  

Operations

     31  

Communities

     32  

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

     34  

APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION (ITEM 3)

     35  

COMPENSATION DISCUSSION AND ANALYSIS

     36  

Executive Summary

     36  

How Executive Compensation is Determined

     39  

Components of Executive Compensation

     41  

2022 Company Performance Metrics and Results

     42  

2022 NEO Pay Decisions

     46  

2023 Changes to Our Program Design

     50  

Early 2023 Compensation Actions

     51  

Other Design Elements

     52  

Additional Considerations

     53  

Compensation Committee Report

    54  

Compensation Committee Interlocks and Insider Participation

    54  

Compensation and Risk

    55  

COMPENSATION OF EXECUTIVE OFFICERS

    56  

Summary Compensation Table

    56  

2022 Grants of Plan-Based Awards

    57  

Outstanding Equity Awards at 2022 Fiscal Year-End

    59  

Option Exercises and Stock Vested

    60  

2022 Pension Benefits

    61  

2022 Nonqualified Deferred Compensation

    62  

Potential Payments upon Termination

    63  

Pay Ratio

    66  

Pay Versus Performance

    67  

APPROVE THE BOEING COMPANY 2023 INCENTIVE STOCK PLAN (ITEM 4)

    71  

How the Share Reserve was Determined

    72  

Summary of the 2023 Plan

    72  

U.S. Federal Income Tax Consequences of Awards

    75  

New Benefits under the 2023 Plan

    76  

Registration with the SEC

    77  

Equity Compensation Plan Information

    77  

RATIFY THE APPOINTMENT OF INDEPENDENT AUDITOR (ITEM 5)

    78  

Independent Auditor Fees

    78  

Audit Committee Report

    79  

STOCK OWNERSHIP INFORMATION

    80  

Directors, Director Nominees and Executive Officers

    80  

Principal Shareholders

    81  

Delinquent Section 16(a) Reports

    81  

SHAREHOLDER PROPOSALS (ITEMS 6 - 9)

    82  

Shareholder Proposal – China Report (Item 6)

    82  

Shareholder Proposal – Report on Lobbying Activities (Item 7)

    83  

Shareholder Proposal – Report on Climate Lobbying (Item 8)

    85  

Shareholder Proposal – Pay Equity Disclosure (Item 9)

    87  

ANNUAL MEETING INFORMATION

    90  

Attending the Virtual Annual Meeting

    90  

Frequently Asked Questions

    90  

The 2024 Annual Meeting

    94  

APPENDIX A: The Boeing Company 2023 Incentive Stock Plan

    A-1  
 


Table of Contents

 

PROXY SUMMARY

Voting Recommendations of the Board

 

 

Item      Description    Recommendation    Page

1

   Elect 13 directors    FOR    5

2

   Approve, on an advisory basis, named executive officer compensation    FOR    34

3

 

   Recommend, on an advisory basis, the frequency of future advisory votes on named executive officer compensation    EVERY YEAR

 

   35

 

4

   Approve The Boeing Company 2023 Incentive Stock Plan    FOR    71

5

   Ratify the appointment of Deloitte & Touche LLP as independent auditor    FOR    78

6

   Shareholder proposal – China report    AGAINST    82

7

   Shareholder proposal – report on lobbying activities    AGAINST    83

8

   Shareholder proposal – report on climate lobbying    AGAINST    85

9

   Shareholder proposal – pay equity disclosure    AGAINST    87

Director Nominees

 

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

 

Name   Age    

Director

Since

    Professional Background   Board Committees

 

Robert A. Bradway

 

 

 

 

 

 

 

 

60

 

 

 

 

 

 

 

 

 

 

 

 

2016

 

 

 

 

 

 

 

 

Chairman & CEO, Amgen

 

 

 

 

Finance,

 

Governance & Public Policy

 

 

David L. Calhoun

 

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

2009

 

 

 

 

 

 

President & CEO, Boeing

 

 

 

 

 

 

Lynne M. Doughtie

 

 

 

 

 

 

 

 

60

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

Former U.S. Chairman & CEO, KPMG

 

 

 

Audit, Finance

 

 

 

David L. Gitlin

 

 

 

 

 

 

 

 

53

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

Chairman & CEO, Carrier Global

 

 

 

Aerospace Safety, Finance

 

 

Lynn J. Good

 

 

 

 

 

 

63

 

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

Chairman, President & CEO, Duke Energy

 

 

 

Audit, Compensation

 

Stayce D. Harris

 

 

 

 

 

 

 

 

63

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

Former United Airlines Pilot;

 

Former Inspector General, U.S. Air Force

 

 

Aerospace Safety, Audit,

 

Special Programs

 

 

 

Akhil Johri

 

 

 

 

 

 

 

 

61

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

Former EVP & CFO, United Technologies

 

 

 

 

Audit, Finance

 

David L. Joyce

 

 

 

 

 

 

 

 

66

 

 

 

 

 

 

 

 

 

 

 

 

2021

 

 

 

 

 

 

 

 

Former President & CEO, GE Aviation;

 

Former Vice Chair, General Electric

 

 

Aerospace Safety, Compensation,

 

Special Programs

 

Lawrence W. Kellner*

 

 

 

 

 

 

 

 

64

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

 

 

 

 

 

 

 

Former Chairman & CEO, Continental Airlines

 

 

 

Aerospace Safety,

 

Governance & Public Policy

 

 

 

Steven M. Mollenkopf

 

 

 

 

 

 

 

 

54

 

 

 

 

 

 

 

 

 

 

 

 

2020

 

 

 

 

 

 

 

 

Former CEO, Qualcomm

 

 

Compensation,

Governance & Public Policy,

 

Special Programs

 

 

 

John M. Richardson

 

 

 

 

 

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

 

 

 

 

31st Chief of Naval Operations; Former Director of Naval Nuclear Propulsion Program, U.S. Navy

 

 

 

 

Aerospace Safety, Finance, Special Programs

 

 

 

Sabrina Soussan

 

 

 

 

 

 

53

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chairman and CEO, Suez SA

 

 

 

Audit, Finance#

 

Ronald A. Williams

 

 

 

 

 

 

 

 

73

 

 

 

 

 

 

 

 

 

 

 

 

2010

 

 

 

 

 

 

 

 

Former Chairman, President & CEO, Aetna

 

 

 

 

 

Compensation,

Governance & Public Policy

 

*

Independent Chair of the Board

# 

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

 

LOGO  

 

      2023 Proxy Statement

 

 

 

 

      1

 

 


Table of Contents

PROXY SUMMARY

 

Shareholder Outreach

 

We meet with shareholders throughout the year to ensure that the Board and management are focused on, and responsive to, investor priorities and concerns. For additional information, see “Shareholder Outreach” on page 16.

Governance Highlights

 

 

Board Structure and Independence  

  Independent Board Chair required by our By-Laws and Corporate Governance Principles (page 15)

  Average director nominee tenure of 5 years

  Balanced and diverse group of independent Board nominees, most with tenure of fewer than three years (page 7)

  12 of 13 director nominees, and all committee members, are independent

  Executive sessions of independent directors conducted after every regularly scheduled Board meeting

       
     
Board Oversight  

  Robust succession planning process for senior leadership positions, including in-depth meetings between individual directors and senior executives other than the CEO

  Extensive Board oversight of key strategic, operational and compliance risks, with a sharpened focus on risks related to safety and quality, cybersecurity, and climate change (page 20)

  Significant Board involvement in strategy development, such as efforts to reduce emissions in our production facilities and enhance workforce diversity

  Regular visits to Boeing production sites by each director

  Board oversight of global ethics and compliance efforts, corporate culture, political advocacy, public policy, sustainability, equity, diversity and inclusion, and charitable contributions

       
     
Strong Corporate Governance Practices  

  Active shareholder engagement throughout the year (page 16)

  Comprehensive annual evaluations of the Board, each of the committees, and individual directors (page 21), led by the Board Chair and GPP Committee Chair

  100% attendance at all Board and committee meetings during 2022 (page 21)

  Robust Board refreshment process focused on diversity, expertise, and evolving Company priorities, resulting in strategic Board turnover

  Limits on director service on outside boards (page 5)

  Publicly disclosed policies and practices regarding political advocacy, including disclosure of trade association contributions of $25,000 or more in response to shareholder feedback (see www.boeing.com/company/key-orgs/government-operations/#/political)

  Directors required to hold all equity-based compensation until they leave the Board

  Mandatory director retirement policy (page 24)

  Board and committees may hire outside advisors independently of management

  Annual Sustainability Report and Global Equity, Diversity & Inclusion Report outline our commitment to environmental, social and governance matters

  Rigorous codes of conduct for all employees and directors

  Publicly disclosed Code of Basic Working Conditions and Human Rights, reflecting our commitment to the protection and advancement of human rights worldwide

       
     
Shareholder Rights  

  Proxy access right for shareholders seeking to nominate directors (page 94)

  Majority voting for all directors, each of whom is elected for a one-year term and is subject to a resignation policy in the event he or she fails to receive a majority vote

  No supermajority voting requirements

  Shareholder right to call special meetings

  No poison pill and any future poison pill must be submitted to shareholders

 

 

2

         LOGO  

 

      2023 Proxy Statement


Table of Contents

PROXY SUMMARY

 

Executive Compensation

 

 

 

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

 

 

Robust clawback policy permits the recoupment of past incentive pay from executive officers in the event of instances of misconduct or certain types of negligent conduct, even absent a restatement of financial results, including where such conduct has compromised the safety of our products or services

 

 

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

 

 

Approximately 87% of average target named executive officer, or NEO, pay in 2022 was variable or at risk

 

 

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

 

 

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

 

 

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

 

 

Prohibition against pledging or hedging Boeing stock by directors or executive officers

 

 

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

 

 

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

Principal Components of NEO 2022 Total Target Compensation

 

LOGO

For detailed information about our executive compensation program, see “Compensation Discussion and Analysis” beginning on page 36.

 

LOGO  

 

      2023 Proxy Statement

 

 

 

 

      3

 

 


Table of Contents

PROXY SUMMARY

 

Sustainability

 

Boeing is committed to protecting, connecting and exploring our world and beyond, safely and sustainably. Our commitment to sustainability is rooted in our company values, our strategy and our stakeholders’ expectations, and encompasses our focus on environmental stewardship, social progress and inclusion, and values-based, transparent governance. We have organized our sustainability efforts around four key pillars: People, Products & Services, Operations and Communities. We have defined 11 sustainability priorities based on our core values as well as the interests of our diverse portfolio of stakeholders, including customers, current and future employees, regulators, suppliers, investors, and communities around the world. Boeing supports both the objectives of the Paris Agreement and the commercial aviation industry’s ambition to achieve net-zero carbon emissions for global civil aviation operations by 2050.

 

 

LOGO

 

 

 

In 2022, Boeing advanced its sustainability goals through the following:

 

 

Published our first Chief Aerospace Safety Officer Report

 

 

Invested to create and launch Cascade, a data modeling and visualization tool that supports the global civil aviation industry’s goal of achieving net-zero emissions by 2050

 

 

Maintained net-zero greenhouse gas (GHG) emissions from manufacturing, other facilities and company travel

 

 

Celebrated the ten-year investment in Boeing’s ecoDemonstrator program and completed a second round of testing with NASA to evaluate the emissions produced from sustainable aviation fuels (SAF)

 

 

Increased our supply of renewable electricity by 27% from 2021

 

 

Purchased two million gallons of SAF for commercial operations

 

 

Became the aviation sector “champion” for the First Movers Coalition

 

 

Announced plans to open a new Boeing Research and Technology center in Japan focused on sustainability

 

 

Shared 2025 goal progress in our 2022 Global Equity, Diversity & Inclusion (GEDI) Report and also publicly shared our EEO-1 report

 

 

Completed $10 million in energy efficiency and other conservation initiatives to reduce GHG emissions and water consumption

 

 

Shared key metrics to measure progress against our six 2030 goals

For additional information, see “Sustainability” beginning on page 27.

 

 

4

         LOGO  

 

      2023 Proxy Statement


Table of Contents

 

ELECTION OF DIRECTORS (ITEM 1)

 

 

 

PROPOSAL SUMMARY

 

Shareholders are being asked to elect the 13 director nominees under “Director Nominees” beginning on page 8 to serve until the 2024 Annual Meeting of Shareholders.

 

LOGO   The Board recommends that you vote FOR each of the 13 director nominees.

 

Director Qualification Criteria

 

 

The Governance & Public Policy Committee, or GPP Committee, is responsible for identifying and assessing potential candidates and recommending nominees for the Board’s approval. The GPP Committee assesses the qualifications of incumbent directors and other candidates for nomination on an ongoing basis, including with respect to the following key factors:

 

 

Experience. The GPP Committee considers each candidate’s experience and leadership record in areas such as aerospace, engineering, manufacturing, safety, risk management, software, operations, finance, marketing, sustainability, human capital management, international business and affairs, government and public policy.

 

 

Industry Expertise. The GPP Committee ensures that a number of directors possess aerospace and/or defense industry, as well as technology, expertise. This broad industry expertise allows the Board to assess Company performance and provide strategic guidance with respect to each of our principal businesses.

 

 

Diversity. The Board is deeply committed to a membership profile that demonstrates diversity with respect to gender, race/ethnicity, background, experience, skills and perspectives.

 

 

Safety. The Board is committed to safety as a core value of the Company—both with respect to our aerospace products and services and our employees in the workplace. One manifestation of this commitment is ensuring that the Board includes members with a wide range of experience in areas where safety is paramount.

 

 

Outside Board Memberships. Directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their responsibilities as Boeing directors. Consequently, directors may not serve on more than three public company boards in addition to Boeing (one, if the director is a public company CEO). The GPP Committee reviews directors’ outside commitments to ensure that all directors are able to devote sufficient time to Boeing. If a director, solely through service on for-profit boards previously approved by the GPP Committee, exceeds the public company limits set forth above, such director shall commit to reduce the number of such directorships in order to fall within such limits within 12 months.

 

 

Independence. In addition to any regulatory limitations with respect to independence, the GPP Committee also considers other positions the director holds or has held, and evaluates each nominee with respect to Boeing’s publicly disclosed Director Independence Standards, the New York Stock Exchange, or NYSE, director independence standards and any potential conflicts of interest.

 

 

Professional Reputation. As set forth in our Corporate Governance Principles, our directors are expected to have a reputation for personal and professional integrity, honesty and adherence to the highest ethical standards.

 

 

Length of Service. The Board believes that regular refreshment of the Board is critical for us to gain fresh perspectives and maintain our position as a global aerospace leader. At the same time, with decades-long product cycles and lengthy development periods, we also benefit from directors with extensive Boeing experience. As a result, the GPP Committee’s strategy is to maintain a balance among directors of short, medium and longer tenures.

 

 

Regulatory Compliance. All director nominees must satisfy regulatory requirements for Board service, including those with respect to any committee on which such director would be asked to serve.

 

 

Prior Contributions to the Board. When evaluating the candidacy of an incumbent director, the Board also considers the director’s ongoing contributions to the Board, including attendance and participation at meetings and ongoing relevance of their skills and experience, as well as the results of both formal and informal evaluations provided by fellow directors.

 

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Table of Contents

ELECTION OF DIRECTORS (ITEM 1)

 

Board Refreshment

 

 

The Board is committed to adding new members with compatible skill sets and fresh perspectives. Since the 2019 Annual Meeting, eight independent directors have left the Board and seven have been added as part of the Board’s refreshment efforts. These seven directors bring significant experience in aerospace, safety, engineering, cyber/software, risk oversight, audit, supply chain management and finance. Mr. Gitlin, who joined the Board in 2022, was recommended to the GPP Committee by an incumbent independent director. Ms. Soussan, who is a new director nominee, was referred to the GPP Committee by an independent search firm. Meanwhile, the GPP Committee continues to seek highly qualified director candidates in furtherance of the Board’s ongoing refreshment strategy. By identifying and electing directors with safety-related experience, expertise in areas such as aerospace/aviation, risk management, software development, engineering, sustainability and finance, and diverse backgrounds and perspectives, the Board seeks to continue to fulfill its oversight responsibilities and uphold Boeing’s core values, all while enabling Boeing to achieve its evolving strategic imperatives. As part of the Board’s commitment to diversity, 46% of our director nominees, including the chairs of the Audit, Compensation and GPP Committees, are diverse with respect to gender and/or race/ethnicity.

Board Composition

 

 

 

 

Skills and Experience of Director Nominees

 

Skills and Experience     BRADWAY     CALHOUN     DOUGHTIE     GITLIN     GOOD     HARRIS     JOHRI     JOYCE     KELLNER     MOLLENKOPF     RICHARDSON     SOUSSAN     WILLIAMS
                         

In-Depth Aerospace Expertise

Substantial knowledge of aerospace enables enhanced oversight of product development and sharpens focus on safety and quality

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

Engineering/Technology Leadership

Experience in precision engineering or in leading teams working on cutting-edge technologies enables sharpened oversight of the design, development and testing of complex aerospace products, services and systems

     

 

       

 

           

 

                         

Complex Manufacturing Expertise

Understanding of complex manufacturing allows directors to critically evaluate our operations and product development

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

Safety

Expertise in establishing and overseeing safety processes and procedures drives our ability to support our core value of safety in all that we do

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

Risk Management

Experience assessing and managing risks enables directors to effectively oversee and mitigate the most significant risks facing Boeing

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                         

Highly Regulated Industry Experience

Familiarity with highly regulated industries enables directors to advise on complex interactions with regulators and ensure that Boeing’s products and services meet the expectations of various stakeholders

           

 

       

 

 

 

   
                         

Current or Former CEO of a Large Company

Experience in the chief executive role at large companies enhances the Board’s ability to evaluate and advise our CEO as well as oversee corporate strategy, values, and culture

             

 

   

 

   

 

       

 

   

 

 

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      2023 Proxy Statement


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ELECTION OF DIRECTORS (ITEM 1)

 

Skills and Experience     BRADWAY     CALHOUN     DOUGHTIE     GITLIN     GOOD     HARRIS     JOHRI     JOYCE     KELLNER     MOLLENKOPF     RICHARDSON     SOUSSAN     WILLIAMS
                         

Climate Change

Experience in climate change risk management strategies and other climate-related issues enables enhanced Board oversight of environmental policies, strategies and priorities for a sustainable aerospace future

     

 

     

 

 

 

 

 

   

 

 

 

   

 

                         

Fortune 500 Board Experience

Service on other large, public company boards provides directors with similar oversight experience

     

 

     

 

   

 

       

 

 
                         

International Leadership

Experience managing global relationships and engaging with international stakeholders supports the Board’s oversight of key risks involving our global customer and supply bases and our challenges managing global compliance systems

         

 

 

 

             

 

                         

Senior Leadership Experience

Leadership experience facilitates effective oversight of management and sharpens the Board’s succession planning process

                         
                         

Senior U.S. Government/Military Experience

Experience in large-scale military operations, strategy development, international relations, and/or defense contracting enhances oversight of global defense strategy and relations with key customers

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

   

 

 

 

                         

Former Fortune 500 CFO

Demonstrated experience with large-scale financial decision-making enables enhanced Board deliberations regarding capital allocation, long-term strategy, and regulatory compliance

     

 

   

 

   

 

     

 

     

 

     

 

   

 

   

 

   

 

 

LOGO

Data reflect 2023 director nominees

 

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ELECTION OF DIRECTORS (ITEM 1)

 

Director Nominees

 

 

 

 

Robert A. Bradway

 

 

 

LOGO

Chairman and CEO, Amgen Inc.

 

Boeing director since: 2016

 

Committees: Finance (Chair); Governance & Public Policy

 

Independent: Yes

 

Age: 60

 

Other current public directorships:

 

•   Amgen Inc.

 

 

 

Skills and Qualifications

 

Mr. Bradway brings to the Board critical skills in the areas of high technology, product development, financial oversight, product safety and risk management. His experience as a senior executive in the biotechnology industry, including as Chief Executive Officer, Chief Operating Officer and Chief Financial Officer of Amgen, provides him with an extensive understanding of the strategic considerations and challenges associated with meeting the requirements of numerous safety and regulatory compliance regimes around the world. At Amgen, Mr. Bradway has also overseen a number of sustainability initiatives, such as Amgen’s 2027 Environmental Sustainability Plan to reduce Amgen’s environmental footprint as well as coordinating its overall environment, social and governance strategy. In addition, he previously served as a director of Norfolk Southern Corporation, one of the nation’s largest railroad transportation companies, where virtually every aspect of operations is heavily regulated and subject to strict safety-related oversight. In recognition of Mr. Bradway’s experience in corporate finance, risk management and executive leadership, the Board elected him to serve as Chair of the Finance Committee.

 

Professional highlights:

 

•   Chairman and CEO, Amgen Inc. (Chairman 2013-present; CEO 2012-present)

 

•   President and COO, Amgen Inc. (2010-2012)

 

•   Executive Vice President and CFO, Amgen Inc. (2007-2010)

 

 

 

David L. Calhoun

 

 

LOGO

 

President and CEO, The Boeing Company

 

 

Boeing director since: 2009

 

Committees: None

 

Independent: No

 

Age: 64

 

Other current public directorships:

 

•   Caterpillar Inc.

 

Recent prior directorships:

 

•   Gates Industrial Corporation plc

 

•   Nielsen Holdings plc

 

 

 

Skills and Qualifications

 

Mr. Calhoun brings a diverse skill set to the Board, including deep and long-standing aviation industry experience as Boeing’s President and Chief Executive Officer, former Boeing Chair of the Board and independent Lead Director, and a multi-year tenure as the leader of GE’s transportation and aircraft engines businesses. He also brings experience leading businesses through periods of change, having led Nielsen’s transformation into a leading global information and measurement company. In addition, Mr. Calhoun brings to Boeing strong leadership and valuable insight and perspective on a wide array of strategic and business matters, stemming from his vast executive, management and operational experience at Blackstone, as well as at Nielsen and GE. Furthermore, Mr. Calhoun served as chair of Caterpillar’s Public Policy and Governance Committee, which oversees the company’s environmental, health and safety activities, including with respect to climate and sustainability. Mr. Calhoun’s significant global aerospace, manufacturing and high-technology industry expertise, as well as leadership experience on the boards of Caterpillar and Gates Industrial Corporation, position him well to serve on the Board and lead Boeing as President and Chief Executive Officer.

 

Professional highlights:

 

•   President and CEO, The Boeing Company (2020-present)

 

•   Senior Managing Director and Head of Private Equity Portfolio Operations, The Blackstone Group (2014-2020)

 

•   Chairman and CEO, Nielsen Holdings plc (Chairman 2014-2016; CEO 2010-2014)

 

•   Chairman and CEO, The Nielsen Company B.V. (2006-2014)

 

•   Vice Chairman, General Electric Company; President and CEO, GE Infrastructure (2005-2006)

 

•   President and CEO, GE Transportation (aircraft engines and rail) (2003-2005)

 

•   President and CEO, GE Aircraft Engines (2000-2003)

 

 

 

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ELECTION OF DIRECTORS (ITEM 1)

 

 

Lynne M. Doughtie

 

 

LOGO

 

Former U.S. Chairman and CEO, KPMG

 

Boeing director since: 2021

 

Committees: Audit; Finance

 

Independent: Yes

 

Age: 60

 

Other current public directorships:

 

•   Workday, Inc.

 

 

 

Skills and Qualifications

 

Ms. Doughtie brings insights and expertise from her extensive experience in the accounting profession and executive experience leading a Big Four public accounting firm. She began her career in KPMG’s audit practice in 1985 and held various national, regional and global leadership roles, including lead partner for several of KPMG’s major clients. Ms. Doughtie has had significant exposure to issues facing complex, global companies and has expertise in risk management, internal controls, culture change and regulatory compliance. Ms. Doughtie also previously served on the boards of Catalyst, Inc. and Chief Executives for Corporate Purpose and has been recognized for her leadership in inclusion and diversity and values leadership. Ms. Doughtie’s financial expertise, executive leadership experience, risk management and regulatory skills, and experience driving culture change bring significant value to the Board.

 

Professional highlights:

 

•   U.S. Chairman and CEO, KPMG (2015-2020)

 

•   Vice Chair of Advisory Practice, KPMG (2011-2015)

 

 

 

David L. Gitlin

 

 

LOGO

 

Chairman and CEO, Carrier Global Corporation

 

Boeing director since: 2022

 

Committees: Aerospace Safety; Finance

 

Independent: Yes

 

Age: 53

 

Other current public directorships:

 

•   Carrier Global Corporation

 

 

 

Skills and Qualifications

 

Mr. Gitlin, the most recent addition to the Board, has extensive senior-level experience in the aerospace industry as well as in manufacturing, safety and sustainable innovation. As Chairman and CEO of Carrier, Mr. Gitlin oversees a world leader in heating, air conditioning and refrigeration solutions, which is committed to cost-effective climate mitigation strategies in both its products and operations. Prior to joining Carrier, Mr. Gitlin was President and COO of Collins Aerospace and President of UTC Aerospace Systems. In these roles, as well as in prior leadership roles at Hamilton Sundstrand, Mr. Gitlin developed extensive expertise in aerospace safety (including the development and manufacture of aircraft engines and power systems), manufacturing and operational excellence. As a result, he brings to our Board unique perspectives on aerospace safety, aerospace supplier management and manufacturing in a highly regulated environment. In recognition of Mr. Gitlin’s record of achievement in these disciplines, the Board has appointed him to the Aerospace Safety Committee.

 

Professional highlights:

 

•   Chairman and CEO, Carrier Global Corporation (2021-present)

 

•   President and CEO, Carrier Global Corporation (2020-2021)

 

•   President and CEO of Carrier, United Technologies Corporation (2019-2020)

 

•   President and COO of Collins Aerospace Systems, United Technologies Corporation (2018-2019)

 

•   President of UTC Aerospace Systems, United Technologies Corporation (2015-2018)

 

 

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Table of Contents

ELECTION OF DIRECTORS (ITEM 1)

 

 

Lynn J. Good

 
 

 

LOGO

 

Chairman, President and CEO,

Duke Energy Corporation

 

Boeing director since: 2015

 

Committees: Compensation (Chair); Audit

 

Independent: Yes

 

Age: 63

 

Other current public directorships:

 

•   Duke Energy Corporation

 

 

 

Skills and Qualifications

 

Ms. Good brings to the Board substantial experience in executive leadership, safety, corporate governance, financial management and accounting, as well as operational expertise in a highly regulated, capital-intensive industry. Ms. Good’s record as Chief Executive Officer and Chairman of Duke Energy, one of the nation’s largest grid and generation operators, enables her to advise management on a wide range of strategic, financial, sustainability and governance matters, including the challenges associated with safety performance, large-scale capital projects, transformative technologies and crisis management. Ms. Good leads the integration of Duke Energy’s climate strategy into the company’s business strategy, through investing in carbon-free technology, modernizing its gas and electric infrastructure and expanding and integrating efficiency and demand management systems. Ms. Good also has vast financial management experience, gained principally from her prior service as Chief Financial Officer and Treasurer of Duke Energy. Ms. Good also has extensive capital markets proficiency, significant merger and restructuring experience and accounting and auditing skills earned from nearly 30 years as a Certified Public Accountant and 11 years as an audit partner at Arthur Andersen LLP and Deloitte & Touche LLP. Ms. Good also serves as chair of the Institute of Nuclear Power Operations, a not-for-profit organization responsible for promoting the highest levels of safety and reliability in nuclear plant operations. Ms. Good earned Bachelor of Science degrees in systems analysis and accounting from Miami University.

 

Professional highlights:

 

•   Chairman, President and CEO, Duke Energy Corporation (Chairman 2016-present; President and CEO 2013-present)

 

•   Vice Chairman, Duke Energy Corporation (2013-2016)

 

•   Executive Vice President and CFO, Duke Energy Corporation (2009-2013)

 

 

 

Stayce D. Harris

 

 

 

LOGO

 

Former United Airlines Pilot; Former
Inspector General, U.S. Air Force

 

Boeing director since: 2021

 

Committees: Aerospace Safety;
Audit; Special Programs

 

Independent: Yes

 

Age: 63

 

Other current public directorships:

 

•   BlackRock Fixed-Income Funds

 

Recent prior directorships:

 

•   KULR Technology Group, Inc.

 

 

Skills and Qualifications

 

Lieutenant General Harris brings extensive aerospace and aviation experience to the Board. General Harris is an experienced Boeing 747 pilot, with over 10,000 flight hours safely transporting passengers and cargo worldwide in the Boeing 747, 757, 767 and 777 aircraft for United Airlines before her retirement in 2020. Her extensive experience as a pilot, together with her deep knowledge of safety protocols and flight procedures, adds to the Board’s expertise in aviation safety and provides hands-on familiarity with pilots’ and crew interaction with complex aerospace systems, including in particular Boeing aircraft. Before retiring from the Air Force in 2019, she was a United States Air Force Reserve Lieutenant General, serving in several senior roles, including most recently as Inspector General of the Air Force and, before that, the Assistant Vice Chief of Staff of the Air Force. General Harris was the first African American woman to command an Air Force operational flying squadron, wing and numbered Air Force. Her military and aviation expertise, extensive leadership experience, and demonstrated record of leading teams with honor and integrity as paramount values all bring significant value to the Board. General Harris’ prior experiences also bring to the Board an extensive background and expertise in audit and cybersecurity matters. General Harris earned a Bachelor of Science degree in industrial and systems engineering from the University of Southern California and a Master of Aviation Management degree from Embry-Riddle Aeronautical University. She also has a certificate in cybersecurity oversight from Carnegie Mellon University.

 

Professional highlights:

 

•   Inspector General, U.S. Air Force (2017-2019)

 

•   Assistant Vice Chief of Staff and Director Air Staff, U.S. Air Force (2016-2017)

 

•   Commander, 22nd Air Force (2014-2016)

 

•   747 Pilot, United Airlines (1990-2020 with military leave of absence 2014-2019)

 

•   Senior Strategist/Air Force Reserve Advisor to Commander, Air Mobility Command and 18th Air Force (2012-2014)

 

•   Senior Strategist/Air Force Reserve Advisor to Commander, U.S. Africa Command on Reserve Matters (2010-2012)

 

 

 

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ELECTION OF DIRECTORS (ITEM 1)

 

 

Akhil Johri

 

 

LOGO

 

 

Former Executive Vice President and
CFO, United Technologies Corporation

 

Boeing director since: 2020

 

Committees: Audit (Chair); Finance

 

Independent: Yes

 

Age: 61

 

Other current public directorships:

 

•   Cardinal Health Inc.

 

 

Skills and Qualifications

 

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

 

Professional highlights:

 

•   Operating Advisor, Clayton, Dubilier & Rice (2021-present)

 

•   Special Advisor to the Chairman and CEO, United Technologies Corporation (2019-2020)

 

•   Executive Vice President and CFO, United Technologies Corporation (2015-2019)

 

•   CFO, Pall Corporation (2013-2014)

 

•   Vice President, Finance and CFO, UTC Propulsion and Aerospace Systems, United Technologies Corporation (2011-2013)

 

•   Vice President, Financial Planning and Investor Relations, United Technologies Corporation (2009-2011)

 

 

 

David L. Joyce

 

 

LOGO

 

 

Former President and CEO, GE Aviation; Former Vice Chair, General Electric Company

 

Boeing director since: 2021

 

Committees: Aerospace Safety (Chair); Compensation; Special Programs

 

Independent: Yes

 

Age: 66

 

Other current public directorships:

•   None

 

 

 

Skills and Qualifications

 

Mr. Joyce brings to the Board vast aerospace, engineering and manufacturing expertise, as well as a demonstrated track record of safety leadership and operational excellence. He developed his in-depth knowledge of the challenges and opportunities facing the aerospace industry at General Electric Company. Mr. Joyce has 40 years of experience at GE Aviation including 12 years of service as President and CEO and four years as Vice Chairman of GE. He began his GE career as a product engineer, spending more than a decade designing and building engines for both military and commercial customers. Mr. Joyce is recognized for his proficiency in product development, product management and product support founded on an industry-leading safety management system and ever more efficient products. Mr. Joyce is a member of the National Academy of Engineering and earned both bachelor of science and master’s degrees in mechanical engineering from Michigan State University and a master’s degree in business finance from Xavier University.

 

Professional highlights:

 

•   Senior Advisor, AE Industrial Partners, LP (2023)

 

•   Chairman, AE Industrial Partners HorizonX (2023)

 

•   Non-Executive Chair, GE Aviation (2020)

 

•   President and CEO, GE Aviation (2008-2020)

 

•   Vice Chair, General Electric Company (2016-2020)

 

 

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ELECTION OF DIRECTORS (ITEM 1)

 

 

Lawrence W. Kellner

Chair of the Board

 

 

LOGO

 

Former Chairman and CEO, Continental Airlines, Inc.

 

Boeing director since: 2011; Independent Chair of the Board (2019-present)

 

Committees: Chair of the Board; Aerospace Safety; Governance & Public Policy

 

Independent: Yes

 

Age: 64

 

Other current public directorships:

 

•   ExxonMobil

 

Recent prior directorships:

 

•   Marriott International, Inc.

 

•   Sabre Corporation

 

 

 

Skills and Qualifications

 

Mr. Kellner brings to the Board extensive airline industry experience developed during his 14 years of service in key leadership positions at Continental Airlines, including Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Mr. Kellner possesses a deep understanding of strategic planning, customer requirements including with respect to products that improve fuel efficiency and reduce emissions, operational management, and sustainable aviation fuels in the airline industry. As CEO of Continental Airlines, Mr. Kellner led a highly regulated global airline committed to safety through strong training programs, as well as coordination and integration among pilots, civil aviation authorities and other internal and external stakeholders. He also has deep experience in successfully navigating numerous safety and regulatory compliance regimes around the world. In addition, Mr. Kellner has detailed finance and accounting knowledge gained principally from his experience as Chief Financial Officer at Continental Airlines and American Savings Bank. Mr. Kellner also brings to the Board corporate governance expertise from his past service as lead director of Marriott, chairman of Sabre, and on the boards of other Fortune 500 companies. As a result of his leadership experience in the airline industry, his record of independent leadership at Boeing and his distinguished service on other corporate boards, the Board elected Mr. Kellner to serve as Chair of the Board.

 

Professional highlights:

 

•   President, Emerald Creek Group, LLC (2010-present)

 

•   Chairman and CEO, Continental Airlines, Inc. (2004-2009)

 

•   President and COO, Continental Airlines, Inc. (2003-2004)

 

 

 

Steven M. Mollenkopf

 

 

LOGO

 

Former CEO, Qualcomm Incorporated

 

Boeing director since: 2020

 

Committees: Compensation; Governance & Public Policy; Special Programs

 

Independent: Yes

 

Age: 54

 

Other current public directorships:

 

•   None

 

Recent prior directorships:

 

•   General Electric Company

 

•   Qualcomm Incorporated

 

 

 

Skills and Qualifications

 

Mr. Mollenkopf’s experience as the Chief Executive Officer and Chief Operating Officer of Qualcomm, an engineering-driven, high-technology manufacturing company, enables him to bring critical insights to the Board in areas such as engineering leadership, risk management, leading a complex business with a global reach and oversight of large-scale efforts to develop and test new technologies. A long-time engineer who started with Qualcomm over 25 years ago, Mr. Mollenkopf also possesses expertise and direct leadership experience in precision engineering, project management, manufacturing, quality control and designing testing regimes for complex systems. Mr. Mollenkopf is a published IEEE (Institute of Electrical and Electronics Engineers) author and an inventor on 38 patents in areas such as power estimation and measurement, multi-standard transmitters and wireless communication transceiver technology. He holds a bachelor’s degree in electrical engineering from Virginia Tech and a master’s degree in electrical engineering from the University of Michigan.

 

Professional highlights:

 

•   Special Advisor, Consello Group (2022-present)

 

•   Special Advisor, Qualcomm Incorporated (2021-2022)

 

•   CEO, Qualcomm Incorporated (2014-2021)

 

•   CEO-elect and President, Qualcomm Incorporated (2013-2014)

 

•   President and COO, Qualcomm Incorporated (2011-2013)

 

 

 

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ELECTION OF DIRECTORS (ITEM 1)

 

 

John M. Richardson

 

 

 

LOGO

 

31st Chief of Naval Operations; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy

 

Boeing director since: 2019

 

Committees: Special Programs (Chair); Aerospace Safety; Finance

 

Independent: Yes

 

Age: 62

 

Other current public directorships:

 

•   BWX Technologies, Inc.

 

•   Constellation Energy Corporation

 

Recent prior directorships:

 

•   The Exelon Corporation

 

 

 

Skills and Qualifications

 

Admiral Richardson brings deep expertise in safety, regulation and oversight of complex, high-risk systems, as well as extensive crisis management and national security experience. During his 37 years of service in the U.S. Navy, Admiral Richardson served as the Director of the Naval Nuclear Propulsion Program, a joint activity of the Navy and Department of Energy, serving the Navy and as Deputy Administrator in the National Nuclear Security Administration. In this capacity, he exercised all responsibilities, including applicable regulatory compliance, over related facilities, radiological controls, environmental safety and health matters, as well as selection, training and assignment of personnel supporting over 100 nuclear power plants operating on nuclear-powered warships around the world. Operationally, Admiral Richardson brings extensive experience managing operations of a diverse team on a global basis. He commanded the submarine USS Honolulu and served as naval aide to the President of the United States. As Chief of Naval Operations, he was responsible for the management of 600,000 sailors and civilians, 290 warships and over 2,000 aircraft worldwide. As a result of his safety and operational knowledge, the Board elected Admiral Richardson to the Aerospace Safety Committee, as well as Chair of the Special Programs Committee. At Constellation Energy Corporation, Admiral Richardson is a member of the Risk Committee as well as the Nuclear Oversight Committee, where he has oversight over a number of sustainability issues related to the company’s nuclear facilities and operations. He earned a Bachelor of Science degree in physics from the U.S. Naval Academy, a master’s degree in electrical engineering from the Massachusetts Institute of Technology and Woods Hole Oceanographic Institution and a master’s degree in national security strategy from the National War College.

 

Professional highlights:

 

•   31st Chief of Naval Operations, U.S. Navy (2015-2019)

 

•   Director of the Naval Nuclear Propulsion Program, U.S. Navy (2012-2015)

 

 

 

Sabrina Soussan

 

 

 

LOGO

 

Chairman and CEO, Suez SA

 

Boeing director since: N/A

 

Committees: Audit; Finance*

 

Independent: Yes

 

Age: 53

 

Other current public directorships:

 

 

•   ITT Inc.

 

Recent prior directorships:

 

•   Schaeffler AG

 

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

 

 

 

Skills and Qualifications

 

Ms. Soussan would bring to the Board unique perspectives from her multiple CEO roles following a career of over 20 years at Siemens AG. With extensive international leadership experience, she would also bring a fresh non-U.S. perspective to our Board. In her current role, Ms. Soussan serves as Chairman and CEO of Suez SA, a French-based utility company specializing in water and waste management, where climate change is a key focus area. In addition to her role at Suez SA, Ms. Soussan has extensive experience as an engineer and a senior leader in heavy manufacturing, transportation, automotive industry, building technologies and security access control systems, cybersecurity, digitalization, environmental sustainability, product safety and human capital management. During her lengthy career at Siemens AG, she also held multiple leadership positions as Division CEO, Business Unit CEO and as an engineer in areas such as transportation, automation, and energy management. Ms. Soussan earned a master’s degree in mechanical and aeronautical engineering from the École Nationale Supérieure de Mécanique et d’Aérotechnique and an MBA from I.A.E. Poitiers and University of Dublin, Ireland.

 

Professional highlights:

 

 

•   Chairman and CEO, SUEZ SA (2022-present)

 

•   CEO, Dormakaba Holding AG (2021)

 

•   co-CEO, Siemens Mobility, Siemens AG (2017-2020)

•   Business Unit CEO, High Speed, Commuter Trains, Locomotives, Metro and Light Rail, Mobility Division, Siemens AG (2015-2017)

 

•   Vice President and Head of Commuter and Regional Trains, Mobility Division, Siemens AG (2013-2015)

 

•   Vice President, Head of Business Segment, Sustainability and Energy Management, Building Automation Business Unit, Siemens Building Technologies (2011-2013)

 

•   Head of Marketing and Global Account Management, Building Automation Business Unit, Siemens Building Technologies (2009-2011)

 

 

LOGO  

 

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Table of Contents

ELECTION OF DIRECTORS (ITEM 1)

 

 

Ronald A. Williams

 

 

LOGO

 

Former Chairman, President and CEO, Aetna Inc.

 

 

Boeing director since: 2010

 

Committees: Governance & Public Policy (Chair); Compensation

 

Independent: Yes

 

Age: 73

 

Other current public directorships:

 

•   agilon health, inc.

 

•   Warby Parker Inc.

 

Recent prior directorships:

 

•   American Express Company

 

•   Johnson & Johnson

 

 

 

Skills and Qualifications

 

Mr. Williams brings to the Board significant strategic, leadership, operations and management experience from his tenure at Aetna, including as Chairman and Chief Executive Officer. With more than 25 years of experience in the health care industry, Mr. Williams provides valuable insight into health insurance and employee benefits best practices, as well as the many related areas associated with managing the requirements of companies in industries with large numbers of employees in U.S. and non-U.S. locations. Mr. Williams also brings experience in significant corporate transformations from his time at Aetna. As co-founder and director and chairman of the agilon health board, Mr. Williams is responsible for overseeing the company’s overall ESG strategy and the company released its inaugural ESG report in August 2022, outlining its enterprise-wide ESG actions, programs and investments. In addition, his service as lead director and chair of the risk committee of American Express has enhanced his expertise in risk management at large, global companies. Mr. Williams’ executive leadership and experience in corporate governance matters at Aetna and through his service on other boards of directors enable him to serve a crucial role as Chair of the Governance & Public Policy Committee and as a member of the Compensation Committee.

 

Professional highlights:

 

•   Chairman and CEO, RW2 Enterprises, LLC (privately-held) (2011-present)

 

•   Chairman, President and CEO, Aetna Inc. (Chairman 2006-2011; President 2002-2007; CEO 2006-2010)

 

•   Executive Vice President and Chief of Health Operations, Aetna Inc. (2001-2002)

 

 

  LOGO  

THE BOARD OF DIRECTORS UNANIMOUSLY

RECOMMENDS A VOTE FOR EACH OF THESE NOMINEES.

 

 

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Table of Contents

 

CORPORATE GOVERNANCE

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

Leadership Structure

 

Our By-Laws and Corporate Governance Principles require that the Chair of the Board be independent. Under this leadership structure, the independent members of the Board, based on the recommendation of the GPP Committee, elect a Chair on an annual basis from among the independent directors. The Board believes that this leadership structure allows our CEO to focus on executing our strategic imperatives, enhancing our operational stability, sharpening our focus on our core values of safety, quality, integrity and sustainability, and increasing transparency with our stakeholders. Meanwhile, in his capacity as independent Chair of the Board, Mr. Kellner can focus on leading the Board, ensuring that it provides strong oversight of management and that all directors are well-positioned to discharge their duties appropriately. Mr. Kellner also engages regularly with shareholders, providing shareholders with additional insight into the priorities of our independent directors while also deepening the independent directors’ understanding of shareholder priorities.

Director Independence

 

Board Independence

Our Corporate Governance Principles require that at least 75% of the Board satisfy the NYSE criteria for independence. For a director to be considered independent, the Board must determine, after consideration of all relevant facts and circumstances, that such director has no material relationship with Boeing other than as a director, either directly or as a partner, shareholder or executive officer of another entity that has a relationship with Boeing. In addition, the Board has adopted Director Independence Standards to assist the Board in its assessment of director independence. These standards are designed to supplement the requirements of the NYSE listing standards. If a director or nominee has a relationship with Boeing that is not addressed in the Director Independence Standards, the members of the Board who have already been determined to be independent consider all relevant facts and circumstances and determine whether the relationship is material.

The Board has reviewed all direct and indirect relationships between Boeing and each of our director nominees, and has determined that all of our director nominees, other than Mr. Calhoun, are independent. Accordingly, 92% of our director nominees are independent.

Committee Independence

All members of the Aerospace Safety, Audit, Compensation and GPP Committees must be independent, both under the Director Independence Standards and pursuant to any regulatory requirements. The Board has determined that all members of these committees satisfy all applicable independence requirements.

 

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CORPORATE GOVERNANCE

 

Shareholder Outreach

 

Boeing has long believed that the delivery of sustainable, long-term value requires regular dialogue with, and accountability to, our shareholders. As a result, our management team participates in numerous investor meetings throughout the year to discuss our business and strategic priorities. Our core shareholder engagement team includes senior members of our investor relations, corporate governance and sustainability teams, supplemented by our Chair or other directors, as appropriate. These meetings include in-person, telephone and webcast engagements, as well as investor conferences and tours of Boeing facilities. During 2022, we also conducted our first formal investor conference since 2018, during which members of our leadership team publicly discussed our strategic priorities and presented our vision for Boeing’s future.

 

 

   FALL ENGAGEMENT       PROXY STATEMENT

Solicit and receive feedback from shareholders on governance practices and trends, board composition, executive compensation, sustainability, human capital management and other shareholder priorities

  LOGO  

Board reviews shareholder feedback and uses information gathered from fall engagement to, when appropriate, enhance disclosures and revise governance practices, executive compensation program, sustainability practices or other programs and policies

 

LOGO    

LOGO

 

   ANNUAL MEETING       SPRING ENGAGEMENT

Receive and publish voting results from the annual meeting which help shape our ongoing improvements and developments in governance practices, executive compensation, sustainability and other shareholder interest areas

 

  LOGO   Engage in additional outreach with shareholders to provide updates on changes made in response to shareholder feedback and to address management and shareholder proposals, as well as other topics of interest

 

 

 

LOGO

  

 

During 2022, we discussed many topics, including:

 

•   Boeing’s business structure, strategy and culture;

 

•   our focus on quality and operational stability, including with respect to the 787 program;

 

•   our progress toward the safe return to service of the 737 MAX;

 

•   execution on development programs in both our defense and commercial businesses;

 

•   the Board’s continued refreshment with four new directors since 2021 and seven since the 2019 annual meeting;

 

•   our sustainability priorities and environmental goals;

 

•   our equity, diversity and inclusion aspirations; and

 

•   our executive compensation program.

The institutional shareholders with whom we interact each year represent holdings both large and small. We believe that discussions with a broad range of institutional shareholders help ensure that the Board and management understand our shareholders’ priorities and work to address them effectively. The Board incorporates feedback from these conversations, as well as the results of management and shareholder proposals voted on at our shareholders’ meetings, into its deliberations on a wide variety of matters.

We also use multiple communication channels to interact with our retail shareholders. These include our annual report and periodic updates to our website and/or various social media outlets, as well as our annual Sustainability Report and annual Global Equity, Diversity & Inclusion Report. In addition, we provide multiple channels on our website for shareholders to raise concerns directly with members of our Board and/or management.

Our Board has a consistent record of discussing and acting upon shareholder feedback. Recent Board discussions have addressed shareholder feedback on a variety of topics, including Board refreshment, shareholder proposals,

 

 

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executive compensation, sustainability and human capital management and political advocacy, often resulting in changes to our policies and practices as well as guiding the focus of future discussions in the boardroom. In 2021, we published our first Sustainability Report and publicly disclosed our workplace diversity data, including our consolidated EEO-1 report. In our second annual Sustainability Report, we also disclosed how we compare against the Net Zero Indicator criteria in response to a Board-supported shareholder proposal that received majority support. Recognizing the continued importance of transparency with respect to political advocacy, we continue to publicly describe the Board and GPP Committee’s enhanced oversight role, our political action committee processes and governance, and our political contributions guidelines, as well as disclose our direct lobbying activities and our annual trade association contributions of greater than $25,000.

Board Committees

 

The Board has six standing committees, each of which operates under a Board-approved charter. The Chair of each committee reviews and discusses the agendas and materials for meetings with senior management in advance of distribution to the other committee members, and reports to the Board on topics reviewed and actions taken at each committee meeting. The table below sets forth the current membership of each of the standing committees, the independence of each director and the number of meetings each committee held in 2022. Subject to her election at the annual meeting, Ms. Soussan will serve on the Audit and Finance Committees.

 

    

Independent

Director

  Aerospace
Safety
Committee
  Audit
Committee
  Compensation
Committee
  Finance
Committee
 

GPP

Committee

  Special
Programs
Committee

Number of Meetings in 2022

    6   11   7   6   6   3

 

Robert A. Bradway

 

 

 

 

 

 

 

 

 

LOGO

 

LOGO

 

 

 

David L. Calhoun

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Lynne M. Doughtie  LOGO

 

 

 

 

 

LOGO

 

 

 

LOGO

 

 

 

 

 

David L. Gitlin

 

 

 

 

LOGO

 

 

 

 

 

 

LOGO

 

 

 

 

 

Lynn J. Good LOGO

 

 

 

 

 

LOGO

 

 

LOGO

 

 

 

 

 

 

Stayce D. Harris

 

 

 

 

LOGO

 

 

LOGO

 

 

 

 

 

 

 

 

LOGO

 

Akhil Johri  LOGO

 

 

 

 

 

LOGO

 

 

 

LOGO

 

 

 

 

 

David L. Joyce

 

 

 

 

LOGO

 

 

 

 

LOGO

 

 

 

 

 

 

LOGO

 

Lawrence W. Kellner  LOGO

 

 

 

 

LOGO

 

 

 

 

 

 

LOGO

 

 

 

Steven M. Mollenkopf

 

 

 

 

 

 

 

 

LOGO

 

 

 

 

LOGO

 

 

LOGO

 

John M. Richardson

 

 

 

 

LOGO

 

 

 

 

LOGO

 

 

 

 

LOGO

 

Ronald A. Williams

 

 

 

 

 

 

 

 

LOGO

 

 

 

 

LOGO

 

 

 

LOGO  Chair of the Board

 

     LOGO  Audit Committee Financial Expert

 

LOGO  Committee Chair

  

LOGO  Member

Aerospace Safety Committee

The Aerospace Safety Committee is responsible for directly overseeing our engineering, design, development, manufacture, production, operations, maintenance and delivery activities, in order to ensure the safety of our commercial, defense, space and other aerospace products and services.

In order to fulfill this responsibility, the Aerospace Safety Committee provides direct oversight of:

 

 

safety-related policies and processes;

 

 

certification activities;

 

 

our Safety Management System;

 

 

policies and processes for engaging with and supporting the regulatory oversight of the FAA, the Department of Defense, the National Aeronautics and Space Administration, and non-U.S. commercial, defense and space aviation safety regulators;

 

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participation in and support of accident investigations conducted by the National Transportation Safety Board and other domestic and international investigatory authorities, including our responses to material findings and conclusions of such investigations;

 

 

pilot training programs and services; and

 

 

cybersecurity with respect to our aerospace products.

In addition, the Aerospace Safety Committee consults with the Compensation Committee in connection with the safety review portion of individual executive performance evaluations, as well as in connection with identifying incentive plan metrics that are best suited to drive safety improvements and ensure overall product safety. Each meeting of the Aerospace Safety Committee includes updates on significant safety issues, including significant safety events that have occurred, as well as information sufficient to understand management’s judgment in developing new safety policies and procedures, or in addressing significant safety events. The Board also regularly receives and discusses reporting from management, including the Chief Aerospace Safety Officer, regarding the performance of Boeing’s Safety Management System and other significant safety initiatives. The Aerospace Safety Committee is composed entirely of independent directors.

Audit Committee

The Audit Committee oversees our independent auditor and accounting and internal control matters. Its principal responsibilities include oversight of:

 

 

the integrity of our financial statements;

 

 

our internal control environment and compliance with legal and regulatory requirements;

 

 

our independent auditor’s qualifications and independence;

 

 

our processes for assessing key strategic, operational and compliance risks;

 

 

the performance of our internal audit function; and

 

 

the performance of our independent auditor.

At each meeting, representatives of Deloitte & Touche LLP, our independent registered public accounting firm, are present to review accounting, control, auditing and financial reporting matters. In addition, the Audit Committee meets in executive session after every meeting with representatives of Deloitte & Touche LLP, our independent auditors, and also meets regularly in executive session with one or more of the following members of Company management:

 

 

Executive Vice President and Chief Financial Officer;

 

 

Senior Vice President, Controller;

 

 

Chief Legal Officer and Executive Vice President, Global Compliance;

 

 

Vice President and Chief Compliance Officer; and

 

 

Vice President, Corporate Audit.

The Audit Committee also oversees key strategic, operational and compliance risks on behalf of the Board, including those set forth under “Audit Committee Risk Oversight” on page 20. The Audit Committee also prepares the Audit Committee Report included on page 79. The Audit Committee is composed entirely of directors who satisfy NYSE director independence standards and our Director Independence Standards, as well as additional independence standards applicable to audit committee members established pursuant to applicable law. The Board has determined that each Audit Committee member is financially literate as defined by NYSE listing standards and that Mses. Doughtie and Good and Mr. Johri qualify as audit committee financial experts as defined by the rules of the Securities and Exchange Commission, or SEC.

Compensation Committee

The Compensation Committee oversees our executive and equity compensation programs. The Compensation Committee is composed entirely of directors who satisfy NYSE director independence standards and our Director Independence Standards, as well as additional independence standards applicable to compensation committee members established pursuant to applicable law. Additional information about the Compensation Committee, including a more detailed list of its principal responsibilities, is set forth under “How Executive Compensation is Determined” on page 39. In addition, certain of the Compensation Committee’s risk oversight responsibilities are set forth under “Compensation Committee Risk Oversight” on page 20.

 

 

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Finance Committee

The Finance Committee’s principal responsibilities include reviewing and, where appropriate, making recommendations to the Board with respect to:

 

 

our funding plans and the funding plans of our subsidiaries;

 

 

our significant financial exposures, contingent liabilities and major insurance programs;

 

 

proposed dividend actions, stock splits and repurchases and issuances of debt or equity securities;

 

 

strategic plans and transactions, including mergers, acquisitions and divestitures, as well as joint ventures and other equity investments;

 

 

customer financing activities;

 

 

our credit agreements and short-term investment policies; and

 

 

employee benefit plan trust investment policies, administration and performance.

In addition, the Finance Committee has key risk oversight responsibilities that are described under “Finance Committee Risk Oversight” on page 20. The Finance Committee is composed entirely of independent directors.

Governance & Public Policy Committee

The GPP Committee’s principal responsibilities include:

 

 

making recommendations to the Board concerning the organization, size and composition of the Board, as well as the compensation and benefits of nonemployee directors;

 

 

identifying and recommending to the Board candidates who are qualified to become directors under the criteria set forth in our Corporate Governance Principles;

 

 

assessing the independence of directors and making recommendations to the Board with respect to such assessments;

 

 

pre-approving, and monitoring on an ongoing basis, directors’ service on the boards of other for-profit companies;

 

 

overseeing the annual performance evaluation process for the Board;

 

 

senior management succession planning, including recommending to the Board nominees for CEO and other senior leadership roles;

 

 

monitoring and reviewing the performance of our CEO;

 

 

overseeing Boeing’s political advocacy activities and expenditures and making recommendations to the Board with respect to such activities and expenditures;

 

 

monitoring and reviewing our practices relating to public policy and corporate sustainability, including matters related to environmental stewardship, climate change, diversity, equity, and inclusion, philanthropic programs and community engagement and making recommendations to the Board with respect to such practices;

 

 

reviewing developments and trends in corporate governance, political advocacy and sustainability and, where appropriate, making recommendations to the Board with respect to such matters;

 

 

monitoring compliance with stock ownership requirements for directors; and

 

 

considering possible conflicts of interest of directors and officers.

The GPP Committee also oversees key risks on behalf of the Board, including those set forth under “GPP Committee Risk Oversight” on page 20. The GPP Committee works with third-party search firms and regularly consults with other members of the Board to identify potential candidates to serve on the Board. The GPP Committee is composed entirely of independent directors.

Special Programs Committee

The Special Programs Committee’s principal responsibilities include:

 

 

reviewing the strategic, operational and financial aspects of those Company programs which, for purposes of national security, have been designated as classified by the United States Government; and

 

 

reviewing policies, practices, processes, procedures, risk management and internal controls applicable to the Company’s classified business activities and, where appropriate, making recommendations to the Board with respect to such matters.

In addition, the Special Programs Committee has key risk oversight responsibilities that are described under “Special Programs Committee Risk Oversight” on page 21. The Special Programs Committee is composed entirely of independent directors.

 

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CORPORATE GOVERNANCE

 

Risk Oversight

 

As a company at the forefront of innovation, Boeing takes measured risks each day. It is the responsibility of the Board and senior management to ensure that we avoid imprudent risks and mitigate the many strategic, technological, operational and compliance risks we face, all with our core values of safety, quality, integrity and sustainability at the forefront. Senior management is responsible for day-to-day management of risk, including the creation of appropriate risk management policies and procedures. The Board is responsible for overseeing management in the execution of its risk management responsibilities and for assessing the Company’s approach to risk management. The Board regularly assesses significant risks to the Company in the course of reviews of corporate strategy and the development of our long-range business plan including significant new development programs.

As part of its responsibilities, the Board and its standing committees also regularly review strategic, operational, financial, compensation and compliance risks with senior management. Examples of risk oversight activities conducted by the Board’s committees, subject to committee report-outs and full discussion at the Board level, are set forth below. Additional information is set forth in our Corporate Governance Principles.

Aerospace Safety Committee Risk Oversight

 

 

Evaluate key risks related to the safety of the Company’s aerospace products and services

For more information on oversight of these risks, see “Aerospace Safety Committee” on page 17.

Audit Committee Risk Oversight

 

 

Evaluate overall risk assessment and risk management practices

 

 

Perform central oversight role with respect to financial statement, disclosure and compliance risks

 

 

Evaluate the effectiveness of our ethics and compliance program, including through regular reports from our Vice President and Chief Compliance Officer

 

 

Lead the Board’s oversight of risks related to cybersecurity

 

 

Meet in executive session after every meeting with Deloitte & Touche LLP, our independent auditors, as well as regularly with one or more of our Executive Vice President and Chief Financial Officer, our Senior Vice President, Controller, our Chief Legal Officer and Executive Vice President, Global Compliance, our Vice President and Chief Compliance Officer and our Vice President, Corporate Audit to discuss financial and compliance risks and report any findings to the Board

Compensation Committee Risk Oversight

 

 

Evaluate risks in connection with the design and oversight of compensation programs, in consultation with the Committee’s independent compensation consultant and the Aerospace Safety Committee

For more information on oversight of these risks, see “Compensation and Risk” on page 55.

Finance Committee Risk Oversight

 

 

Evaluate risks related to Boeing’s capital structure, significant financial exposures and major insurance programs

 

 

Oversee risks related to investments in and costs related to our employee benefit retirement plans

 

 

Oversee risks related to the Company’s cash deployment strategy

GPP Committee Risk Oversight

 

 

Oversee risks related to the Company’s governance, including shareholder outreach efforts on governance-related matters, and ensure the Board’s continued ability to provide independent oversight of management

 

 

Oversee risks related to the Company’s political advocacy activities and expenditures

 

 

Oversee risks related to public policy and corporate sustainability practices, including matters related to environmental stewardship and climate change

 

 

Oversee risks related to the Company’s succession planning process

 

 

Evaluate related-person transactions

 

 

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

 

 

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Special Programs Committee Risk Oversight

 

 

Evaluate risks related to Boeing’s classified business activities

 

 

Discuss with management the Company’s policies and practices with respect to risk assessment and risk management in the area of classified business activities

Meeting Attendance

 

 

During 2022, the Board held nine meetings. Each director attended 100% of the meetings of the Board and the committees on which he or she served during 2022. In addition, during 2022 our directors participated in extended discussions outside of formal meetings, both as a group and involving certain members of the Board, and both amongst themselves and with members of management and/or outside experts. Absent extenuating circumstances, directors are required to attend our annual meetings of shareholders, and all directors attended our 2022 Annual Meeting.  

 100%

 

Director attendance in 2022

 

Board and Director Evaluations

 

The Board and its standing committees perform thorough annual evaluations that are overseen by the GPP Committee and are designed to enhance the Board’s effectiveness and identify areas of potential improvement.

 

     
   

1. Annual Self-Assessment Questionnaires and Evaluation

 

   
   

•   Performed by each director for the full Board and for each committee on which the director serves

 

   
   

•   Serve as the basis for directors to assess the Board’s governance practices

 

   
   

•   Distribution of questionnaires to each director, wide-ranging Board and committee discussions in executive session led by Board Chair or relevant committee chair, and opportunities for discussions between individual directors and Board Chair, committee chairs, and/or the Corporate Secretary

   
   
   

Topics covered by these evaluations included:

   
   

 

•   Board and committee structure;

 

•   Board’s oversight of our strategy and long-range business plan;

 

•   Quality of deliberations and communication with management;

 

•   Adequacy of materials;

 

•   Frequency and breadth of executive sessions;

 

 

•   Board’s oversight of succession planning, including CEO succession;

 

•   Skills and qualifications of directors;

 

•   Crisis preparedness protocol;

 

•   Board’s oversight of key strategic, operational, safety and compliance risks; and

 

•   Board’s evaluation process.

   
             
   
   

2. Discussions between Board Chair and Committee Chairs

 

   
   

•   Board Chair and GPP Committee Chair discuss areas for potential improvement with the Board and/or relevant committees and, if necessary, identify steps to implement improvements

 

   
   

•   Board Chair solicits input from committee chairs on the performance, contributions and engagement of individual directors serving on each committee

   
   
   

Recent changes the Board has made:

   
   

 

•   Adding aviation/aerospace, engineering and safety systems oversight expertise as key skills for Aerospace Safety Committee members;

 

 

•   Formalizing oversight of political advocacy, public policy and sustainability matters as GPP Committee responsibilities; and

   
   

 

•   Ensuring regular management reporting of significant safety issues;

 

 

•   Adding four new directors with key skills since 2021.

   
         
   
   

3. Evaluation of Each Director

 

   
   

Board Chair and GPP Committee Chair evaluate each director as to their contributions and whether they continue to possess the judgment, skills, experience and commitment to be nominated for re-election

   
             

 

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4. One-on-One Conversations between Board Chair and Each Director

 

   
   

•   Confirm the director’s continued desire to serve on the Board and discuss committee assignments

 

   
   

•   Share the results of the individual evaluations, as appropriate

 

   
   

•   Solicit the director’s suggestions on Board and committee effectiveness and practices

 

   
   

•   Address any other issues the director wishes to discuss

   
             
   
   

5. Feedback Incorporated

   
   

 

Board Chair shares results with the full Board, and the GPP Committee reviews any recommended actions

 

   

Communication with the Board

 

The Board has established a process whereby any shareholder or other interested party can send communications to our independent Chair, to the nonemployee directors as a group or to the Audit Committee. This process is described at www.boeing.com/company/general-info/corporate-governance.page.

Codes of Conduct

 

The Board expects directors, officers and employees to act ethically, including by adhering to all applicable codes of conduct, at all times. The codes of conduct are available at www.boeing.com/company/general-info/corporate-governance.page. Waivers with respect to these codes for directors and officers may be granted only by the Board, and any such waiver must be promptly disclosed on our website. No waivers were requested during 2022. Directors are required to promptly inform the Chair of the Board or the Chair of the GPP Committee of any actual or potential conflicts of interest and to recuse themselves from any discussion or decision affecting their personal, business or professional interests.

Compensation of Directors

 

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

 

 

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

 

 

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

 

 

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

The GPP Committee reviews Boeing’s director compensation program on an annual basis, and provides recommendations to the full Board as appropriate. When making its recommendations, the GPP Committee considered director compensation levels at the same group of 19 companies used as the primary peer group for our executive officer compensation for 2022. See “Compensation Peer Group and Market Data” on page 40 for more information. Pay Governance LLC, or Pay Governance, served during 2022 as the GPP Committee’s independent consultant with respect to the compensation of our nonemployee directors.

Our nonemployee director compensation program consists of cash retainer fees, as well as retainer stock units that are not distributed until after termination of Board service. We also match director contributions to eligible non-profit organizations, up to a maximum match of $31,000 per year. Mr. Calhoun does not participate in the nonemployee director compensation program.

Cash Retainers

In 2022, each nonemployee director earned an annual cash retainer fee of $135,000. We also paid the following additional annual retainer fees to directors serving in leadership positions, pro-rated to reflect time in those positions where applicable: Chair of Board $250,000; Aerospace Safety Committee Chair $50,000; Audit Committee Chair $25,000; Compensation, GPP and Finance Committee Chairs $20,000; and Special Programs Committee Chair $15,000. Nonemployee directors may defer all or part of their cash compensation into a stock unit account as deferred stock units or in an interest-bearing, cash-based account. Deferred stock units are eligible to earn dividend equivalents, which are credited as additional deferred stock units. Directors do not have the right to vote or transfer deferred stock units until they are distributed in shares following their Board service. Directors may elect to receive the distribution of shares in respect of these units (including any accumulated dividend equivalents credited as additional retainer stock units) in a lump sum or in annual payments over a maximum of 15 years beginning no earlier than the

 

 

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January following the year of the director’s termination of service. Directors elected to defer 2022 cash compensation into deferred stock units as follows: Messrs. Bradway and Williams and Ms. Good each deferred $155,000 into 982 units; Mr. Gitlin deferred $67,500 into 516 units; Lt. Gen. Harris and Mr. Mollenkopf each deferred $135,000 into 856 units; Mr. Johri deferred $160,000 into 1,014 units; Mr. Joyce deferred $185,000 into 1,172 units; and Mr. Kellner deferred $385,000 into 2,440 units.

Retainer Stock Units

In 2022, our nonemployee directors earned equity compensation valued at $200,000 per year in the form of retainer stock units, which are distributed as shares of Boeing stock after termination of Board service. These retainer stock units further align directors’ interests with the long-term interests of our shareholders. Each nonemployee director received an aggregate of 1,268 retainer stock units for services provided to the Board in 2022, except Mr. Gitlin, who received 803 units, based on his partial year of service on the Board. Retainer stock units are eligible to earn dividend equivalents, which are credited as additional retainer stock units. Directors do not have the right to vote or transfer retainer stock units until they are distributed in shares following their Board service. Directors may elect to receive the distribution of shares in respect of these units (including any accumulated dividend equivalents credited as additional retainer stock units) in a lump sum or in annual payments over a maximum of 15 years beginning no earlier than the January following the year of the director’s termination of service.

2022 Director Compensation Table

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

 

  Director     

Fees Earned
or Paid in

Cash ($)(1)

    

Stock

Awards
($)(2)

    

All Other
Compensation

($)(3)

     Total
($)

  Robert A. Bradway(4)

         155,000          200,000          31,000          386,000

  Lynne M. Doughtie

         135,000          200,000          31,000          366,000

  David L. Gitlin(5)

         71,209          105,495          30,500          207,204

  Lynn J. Good(6)

         155,000          200,000          31,000          386,000

  Stayce D. Harris

         135,000          200,000          31,000          366,000

  Akhil Johri(7)

         160,000          200,000          30,000          390,000

  David L. Joyce(8)

         185,000          200,000          31,000          416,000

  Lawrence W. Kellner(9)

         385,000          200,000          31,000          616,000

  Steven M. Mollenkopf

         135,000          200,000          17,500          352,500

  John M. Richardson(10)

         150,000          200,000          17,708          367,708

  Ronald A. Williams(11)

         155,000          200,000          31,000          386,000

 

(1)

Reflects total cash compensation paid in 2022 and includes amounts deferred at the director’s election pursuant to our Deferred Compensation Plan for Directors. Cash compensation for nonemployee directors is paid in four quarterly installments as of the first business day of each quarter and is pro-rated for directors who join the Board during a quarter.

(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 2022. Retainer stock units are awarded in four quarterly installments as of the first business day of each quarter and are pro-rated for directors who join the Board during a quarter. The grant date fair value for these awards is equal to the fair market value of the underlying Boeing stock on the grant date. The “fair market value” for a single trading day is the average of the high and low per share trading prices for Boeing stock as reported by The Wall Street Journal for the New York Stock Exchange Composite Transactions. The following table sets forth the aggregate number of deferred stock units accumulated in each director’s account as of December 31, 2022 from deferrals of cash compensation and retainer stock units, including additional deferred stock units credited as a result of dividend equivalents earned with respect to the deferred stock units.

 

  Director   

Accumulated

    Deferred Stock Units    

  Robert A. Bradway

       9,545

  Lynne M. Doughtie

       2,066

  David L. Gitlin

       1,319

  Lynn J. Good

       10,643

  Stayce D. Harris

       2,706

 

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  Director   

Accumulated

    Deferred Stock Units    

  Akhil Johri

       4,953

  David L. Joyce

       2,739

  Lawrence W. Kellner

       17,300

  Steven M. Mollenkopf

       4,721

  John M. Richardson

       3,334

  Ronald A. Williams

       23,879

 

(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).

(4)

Mr. Bradway served as Finance Committee Chair for all of 2022.

(5)

Mr. Gitlin was elected to the Board effective June 21, 2022.

(6)

Ms. Good served as Compensation Committee Chair for all of 2022.

(7)

Mr. Johri served as Audit Committee Chair for all of 2022.

(8)

Mr. Joyce served as Aerospace Safety Committee Chair for all of 2022.

(9)

Mr. Kellner served as Chair of the Board for all of 2022.

(10)

Admiral Richardson served as Special Programs Committee Chair for all of 2022.

(11)

Mr. Williams served as GPP Committee Chair for all of 2022.

Director Stock Ownership Requirements

 

Our Corporate Governance Principles require each nonemployee director with more than three years of Board service to own stock or stock equivalents with a value of at least three times the annual cash retainer fee, and directors with more than six years of Board service to own stock or stock equivalents with a value of at least five times the annual cash retainer fee. The GPP Committee annually reviews whether each nonemployee director has met the applicable requirement. Each director currently exceeds his or her applicable stock ownership requirement. Directors are prohibited from engaging in hedging or pledging transactions involving Boeing securities, and all transactions by Boeing directors involving Company stock are subject to formal pre-clearance procedures.

Compensation Consultant

 

The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant during 2022. The GPP Committee also engaged Pay Governance during 2022 to serve as its independent compensation consultant relating to nonemployee director compensation. In connection with performing these roles, Pay Governance took direction from the Compensation and GPP Committees, as appropriate, reported directly to the committees, and did not provide any other services to Boeing. The Compensation Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent the compensation consultant from independently advising the Compensation and GPP Committees. For more information, see “How Executive Compensation is Determined” on page 39.

Director Retirement Policy

 

Our Corporate Governance Principles require that no director may serve if he or she would be 74 years of age or older at the time of election.

Related-Person Transactions

 

Some of our directors, executive officers, greater than 5% shareholders and their immediate family members may be affiliated with entities with which we do business in the ordinary course. We carry out transactions with these firms on customary terms, and in many instances, our directors and executive officers may not have knowledge of them.

Policies and Procedures

We regularly review transactions with related persons, including sales, purchases, transfers of real estate and personal property, services received or furnished, use of property and equipment by lease or otherwise, borrowings and loans, guarantees, filings of consolidated tax returns and employment arrangements. Under our policies and procedures,

 

 

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related persons include our executive officers, directors, director nominees and holders of more than 5% of our stock, as well as their immediate family members. Any findings are furnished to the Vice President, Accounting and Financial Reporting, who reviews potential related-person transactions for materiality and evaluates the need for disclosure under SEC rules.

In addition, the GPP Committee assesses possible conflicts of interest of directors and executive officers and considers for review and pre-approval or ratification, if applicable, any transaction or proposed transaction required to be disclosed under SEC rules in which Boeing is or is to be a participant and the amount involved exceeds $120,000 and in which a director, director nominee, executive officer or holder of more than 5% of our stock, as well as their immediate family members, has or will have an interest.

Executive officers are also subject to our policies and procedures applicable to all employees, which require them to disclose potential conflicts of interest and the Company to conduct reviews and make determinations with respect to specified transactions. Our Ethics and Business Conduct organization oversees these reviews and determinations, and refers to the GPP Committee for review and approval or ratification possible conflicts of interest involving executive officers. The factors considered in making the determination include the executive officer’s duties and responsibilities and, if the transaction includes another company, (1) the company or business involved in the transaction, including the product lines and market of the company or business; (2) the relationship between us and the other company or business, if any (for example, if the other company is one of our suppliers, customers or competitors); and (3) the relationship between the executive officer or his or her immediate family and the other company or business (for example, owner, co-owner, employee or representative).

Directors are required to disclose to the Chair of the Board or the Chair of the GPP Committee any situation that involves, or may reasonably be expected to involve, a conflict of interest with us, including:

 

 

engaging in any conduct or activities that would impair our relationship with any person or entity with which we propose to enter into a business or contractual relationship;

 

 

accepting compensation from us other than compensation associated with his or her activities as a nonemployee director unless such compensation is approved in advance by the Chair of the GPP Committee;

 

 

receiving improper gifts from persons or entities that deal with us; and

 

 

using our assets, labor or information for personal use except as outlined in our policies and procedures or unless approved by the Chair of the GPP Committee or as part of a compensation or expense reimbursement program available to all directors.

Directors must recuse themselves from any discussion or decision affecting their personal, business or professional interests. Finally, pursuant to our Corporate Governance Principles, we may not, directly or indirectly, extend or maintain credit or arrange for or renew an extension of credit in the form of a personal loan to or for any director or executive officer.

Certain Transactions

The following transactions were reviewed and considered in light of the policies and procedures discussed above:

BlackRock, Inc., or BlackRock, is a beneficial holder of more than 5% of our outstanding common stock according to Amendment No. 6 to a Schedule 13G filed by BlackRock with the SEC on February 7, 2023. In 2022, BlackRock provided investment management services and analytics to The Boeing Company Retirement Plans Master Trust, or the Retirement Plans Trust, and The Boeing Company Employee Savings Plans Master Trust, or the Savings Plans Trust, and received approximately $11.7 million for such services.

Newport Trust Company, or Newport, is a beneficial holder of more than 5% of our outstanding common stock according to Amendment No. 5 to a Schedule 13G filed by Newport with the SEC on February 10, 2023. Newport is the investment manager for shares of our common stock held by the Savings Plans Trust and is entitled to an annual fee based on the market value of our common stock in the Savings Plans Trust. In 2022, these fees totaled approximately $1.2 million. In addition, Newport was engaged during 2022 to serve as investment manager for shares of our common stock held by the Retirement Plans Trust and received approximately $250,000 for such services.

The Vanguard Group, or Vanguard, is a beneficial holder of more than 5% of our outstanding common stock according to Amendment No. 8 to a Schedule 13G filed by Vanguard with the SEC on February 9, 2023. Vanguard received an aggregate of approximately $266,000 for management fees in 2022 from a trust that funds a portion of our health and welfare plans.

From time to time, we may enter into customary relationships and/or purchase services in the ordinary course of business from one or more of the financial institutions named above and/or their respective affiliates.

On December 18, 2022, we entered into a consulting agreement with an entity owned by Leanne G. Caret, our former Executive Vice President and Chief Executive Officer, Defense, Space & Security, who retired from Boeing on

 

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December 31, 2022. Pursuant to the agreement, Ms. Caret provides consulting services on matters relating to veterans recruiting and college/university relations for a three-year term commencing on January 1, 2023. Ms. Caret receives $20,000 per month plus reimbursement for reasonable travel expenses pursuant to the agreement, which may be terminated at any time upon 30 days’ notice.

Steven Caret has been employed by us since 2004, and is the husband of Ms. Caret, who became an executive officer in 2016 and retired from Boeing on December 31, 2022. Mr. Caret’s compensation was established in accordance with our employment and compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. His 2022 compensation was approximately $275,000. He is also eligible to participate in our employee benefit programs on the same basis as other eligible employees. Mr. Caret did not report, directly or indirectly, to Ms. Caret.

 

 

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SUSTAINABILITY

Sustainability Approach and Governance

 

 

Boeing’s commitment to sustainability is rooted in our company values, our strategy and our stakeholders’ expectations, and encompasses our focus on environmental stewardship, social progress and inclusion as well as values-based, transparent governance.

 

Boeing has a dedicated Global Enterprise Sustainability organization, led by Chris Raymond, Chief Sustainability Officer, reporting directly to the CEO. Mr. Raymond leads our Global Sustainability Council, which is composed of global leaders from across business units and functions to advance sustainability objectives and strategy.

 

In 2022, Boeing continued to advance its sustainability objectives. At our 2022 Annual Meeting of Shareholders, our Board recommended a vote in favor of, and our shareholders approved, a shareholder proposal requesting a report on the Net Zero Indicator, which is defined as the Climate Action 100+ Benchmark’s Indicator 1. The requested report begins on page 13 of our 2022 Sustainability Report. In 2022, we added two new metrics to our annual incentive plan design applicable to most

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employees—one focused on climate and the other on our commitments to diversity, equity and inclusion. More about our incentive metrics can be found on pages 44 to 45.

We have organized our sustainability efforts around four key pillars: People, Products & Services, Operations, and Communities. More information about our actions in each area is set forth below and at www.boeing.com/sustainability.

In addition, sustainability is a key topic in our discussions with investors throughout the year. For additional information, see “Shareholder Outreach” on page 16.

Sustainable Aerospace Together

Boeing aspires to protect, connect and explore our world and beyond safely and sustainably to meet the needs of our key stakeholders. We believe that achieving the global civil aviation industry’s ambition to be net-zero in operations by 2050 requires a multipart strategy. The industry, through the International Civil Aviation Organization (ICAO), recognizes that the transition will take time and has globally established a verified carbon offsets approach that is being used while the industry works to scale up SAF and deploy new technologies.

Our four strategies for reducing emissions are:

 

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Global partnerships are key to advancing our strategies, and we are actively collaborating with partners across each of the four elements. In 2022, we added ten major technology development partnerships to enable collaboration on a sustainable aerospace future.

To support the aerospace industry as it works to map a path to net-zero emissions, we created Cascade, a data modeling and visualization tool that will analyze the potential of each of the aforementioned strategies to reduce products-in-use emissions from a lifecycle perspective. The Cascade model assesses the full lifecycle impacts of renewable energy by accounting for the emissions required to produce, distribute and use alternative energy sources

 

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such as hydrogen, electricity and SAF. The tool is used with airline operators, industry partners and policymakers to inform when, where, and how different renewable energy sources might intersect with future airplane designs and to assess the impact on global commercial aviation emissions.

Based on this data-driven approach, Boeing aims to take a holistic view to decarbonization and believes that scaling SAF supply and access is a necessary global lever under any scenario. However, we believe it will take a “SAF and” approach and not a “SAF or” approach to achieving net-zero by 2050. As part of the “SAF and” approach, Boeing continues to advance the safety and viability of other renewable energy sources and their use on aircraft—including electric and hydrogen. However, under any scenario for the introduction of future advanced aircraft products with new energy sources, significant increases in SAF production will be necessary to meet the global civil aviation’s ambition to be net-zero by 2050.

Sustainability Goals

Boeing has set six 2030 goals to advance sustainable aerospace in alignment with our key sustainability priorities and stakeholder interests. In 2022, we shared our accomplishments to date and provided key metrics to measure progress.

 

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See our 2022 Sustainability Report at www.boeing.com/principles/sustainability/annual-report/index.page.

Compliant and Ethical Business

At Boeing, we believe that safety, quality, integrity and sustainability must come first, and we are committed to putting these values above everything else as we design, build and service our products. Every year, all employees reaffirm this commitment by signing the Boeing Code of Conduct, and pledging to comply with applicable laws, regulations and company policies. As a company, we set the expectation that compliance is everyone’s responsibility.

We are working together to foster a culture of continuous improvement and enhance performance by creating an environment where employees are comfortable identifying gaps, seeking help and speaking up without fear of retaliation. In 2022, we enhanced our employee reporting capabilities, redesigned high-priority compliance trainings, and emphasized and enforced the Company’s anti-retaliation protections. The Company continued localizing risk management and compliance engagements utilizing site-specific data to identify risk and drive mitigation. As part of these efforts, we placed Site Compliance and Ethics Officers at major sites and expanded the Ethics Ambassador Program—comprised of emerging leaders within the business—to listen to employee concerns and promptly elevate issues to site leadership. In 2022, 94% of employees expressed a strong personal commitment to integrity, and 93% indicated they are comfortable discussing concerns with their manager.

For more information, visit www.boeing.com/principles/ethics-and-compliance.page.

People

 

 

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Employee Safety and Well-Being

Nothing is more important at Boeing than safety—in the workplace and in the products we design, build and support. The Safety Guiding Principles provide a framework toward the goal of zero workplace injuries—so every person who works at or visits a Boeing site leaves as safe as when they arrived. Boeing’s workplace safety program, Go for Zero, is a holistic approach to prevent injuries at work and at home, stemming from the belief that every injury is preventable. Achieving zero injuries is a constant endeavor. By continually identifying gaps and measuring progress using industry standard approaches, Boeing’s internal compliance requirements often exceed those set by government regulations. Every employee has the responsibility to make safety and quality top priorities. Through valuing human life and well-being above all else and taking action accordingly, Boeing will continue to foster an open culture where people are empowered and encouraged to speak up about any concerns with the assurance that they will be taken seriously.

Boeing is committed to attracting, developing and retaining world-class talent and providing employees with what they need to thrive both personally and professionally. For example, the Company enhanced its Total Rewards portfolio starting in January 2022:

 

 

For most nonunion employees: A dollar-for-dollar match on the first 10% of base and incentive pay that eligible employees contribute to their Boeing retirement plan each year;

 

 

For most nonunion employees: An additional annual contribution of 2% of base and incentive pay to the retirement accounts of eligible employees who are active on December 31st of each of 2022 and 2023; and

 

 

Expanding the opportunities available in its Learning Together Program.

For more information on Total Rewards, visit www.boeing.com/careers/benefits/index.page.

Global Equity, Diversity and Inclusion

Equity, diversity and inclusion are business imperatives that strengthen teams and improve decision-making. We believe these principles both drive positive business outcomes and reflect our core values. The Board continues to take direct action in support of our equity, diversity and inclusion aspirations through:

 

 

Board oversight of our efforts on equity, diversity and inclusion, including regular reviews of workplace diversity metrics, regular reviews of complaints received and corrective actions taken—related to behavior that is inconsistent with our values; and

 

 

A Board commitment to the diversity of its own membership, with 46% of our director nominees, including the chairs of the Audit, Compensation and GPP Committees, being diverse with respect to gender or race/ethnicity.

We continue to share our diversity metrics and outline the steps we are taking to improve in our 2022 Global Equity, Diversity & Inclusion Report and also publicly shared our EEO-1 report, reflecting our goal of transparency. We have established a set of aspirations we will strive to achieve by 2025:

 

 

Increase the Black representation rate in the U.S. workforce by 20%;

 

 

Achieve parity in retention rates of all groups;

 

 

Close representation gaps for historically underrepresented groups;

 

 

Advance common understanding, shared experiences and mutual respect;

 

 

Report diversity metrics and progress annually; and

 

 

Eliminate any statistically significant differences between the workplace experiences of underrepresented and at-representation groups.

See our 2022 Global Equity, Diversity & Inclusion Report at www.boeing.com/principles/diversity-and-inclusion/annual-report/index.page.

Compared to last year’s report, women and racial/ethnic minority representation has increased overall, and we saw increased retention parity across genders with women leaving the Company at a lower rate than men for the first time in decades. The Equity and Inclusion Steering Team, along with our employee-led Business Resource Groups and Inclusion Ambassador Network, continue to drive cultural and operational change across Boeing through network building, engagement, knowledge sharing and cultural influence. The Seek, Speak & Listen habits remain fundamental to who we are and how we work together, and teams around the world embrace them as part of their day-to-day interactions, creating a culture of care, trust and connection that will attract, grow and retain talent for years to come.

For more information, visit www.boeing.com/principles/diversity-and-inclusion/index.page.

 

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Products and Services

 

 

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Aerospace Safety and Quality

Boeing demonstrates an unwavering commitment to safety, quality, integrity and transparency and instills best practices in all that we do. Our goal is to drive aerospace safety to prevent accidents, injury or loss of life with our Boeing culture and actions rooted in safety. In 2022, we achieved a series of milestones and extended existing efforts to strengthen our safety practices and culture.

 

 

We published our first Chief Aerospace Safety Officer Report, which highlighted significant actions taken on our safety journey—including strengthening our engineering function, enhancing oversight mechanisms, implementing an enhanced Safety Management System, creating a positive safety culture and collaborating with external stakeholders to improve the global aviation safety ecosystem.

 

 

We established a dedicated ombudsperson for FAA Organization Designation Authorization representatives, providing these employees with an additional channel to raise work-related concerns.

 

 

We conducted our first joint safety risk management evaluation with a major network carrier to explore a joint issue from both the manufacturer and operator perspective and collaborated to address the issue.

 

 

We introduced the Boeing Virtual Procedures Trainer for pilots, providing experiential training to complement existing training methods and programs.

 

 

We continued our Speak Up program that encourages employees to voice concerns, raise issues and share ideas, and we received twice as many inputs than we did the previous year.

 

 

We welcomed new Flight Operations Representatives, who engaged with more than 60 airline customers and provided face-to-face support on how to best safely and effectively operate Boeing airplanes.

 

 

We deployed Safety Management System update training to more than 130,000 employees, helping them understand their roles in Boeing’s integrating framework for managing safety risks.

Boeing is taking comprehensive action to continuously strengthen quality through its Quality Management System (QMS). The Company utilizes Advanced Product Quality Planning, a structured approach to product and process design that spans Product Engineering, Production Engineering, Quality, Supply Chain and Manufacturing, to help ensure that quality is designed into each of our products and controlled at every step, from concept to production.

Boeing also continues to drive new processes and tools internally and into its supply base to improve quality and eliminate defects. For example, Requirements Consumption Reviews (RCRs)—a cross-functional, collaborative process designed to ensure that all suppliers have a command of all design, quality and purchase order requirements before beginning production—have resulted in a 50 percent improvement in accepted parts where RCRs have been performed.

Finally, Boeing continues to progress its QMS implementation through the Aerospace Improvement Maturity Model, while focusing the QMS strategy and targeted goals to improve performance and customer satisfaction.

For more information, visit www.boeing.com/principles/safety.page and www.boeing.com/principles/quality.page.

Innovation and Clean Technology Solutions

We recognize that decreasing carbon emissions is an urgent challenge for our industry, as we work to enable people to connect with friends and family, discover new places and cultures, engage in commerce and care for those in need in a sustainable manner. As a member of the International Aerospace Environmental Group (IAEG), Boeing partnered with industry leaders to develop a guideline for standardized GHG accounting and reporting for commercial products. We hope that this framework will enable consistent reporting in the supply chain and encourage GHG disclosure across the industry. Meanwhile, more governments are making decarbonization a priority with respect to their defense products. At Boeing, we believe a more sustainable, lower cost, energy efficient defense enterprise is a more operationally effective one. To enhance transparency, we disclosed our estimated emissions for use of sold products for Defense, Space and Security for the first time in 2022.

 

 

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Reducing emissions in both defense and civil aviation requires a global portfolio of industry-wide solutions and partnerships. Fleet renewal plays a critical role, as does the development and deployment of sustainable energy sources including SAF, electric-powered battery propulsion and green hydrogen. Boeing is working to advance the development of all three technologies.

In 2022, we established partnerships in support of these objectives with a wide variety of institutions, including Virgin Atlantic, GE Aviation, Contrail Impact Task Force, Epic Fuels, Alder Fuels, Avolon, Mitsubishi Heavy Industries, Yale Center for Natural Carbon Capture, University of Sheffield, University of Cambridge on the Aviation Impact Accelerator and the Massachusetts Institute of Technology. We also became the aviation sector “champion” for the U.S. Government and World Economic Forum’s First Movers Coalition, partnering with other leading companies across sectors to accelerate the development of new technologies to reduce emissions. In August 2022, Boeing joined “ACT FOR SKY,” an organization in Japan working on the commercialization, promotion and expansion of domestically produced SAF. Simultaneously, Boeing announced plans to open a new Boeing Research and Technology center in Japan. The facility will focus on sustainability and supports a newly expanded cooperation agreement with Japan’s Ministry of Economy, Trade and Industry. Additionally, we announced a new research collaboration in China on composite material recycling, became a member of the International Advisory Panel set up by the Civil Aviation Authority of Singapore and chaired the Sustainable Aviation Fuel Alliance for Australia and New Zealand. We also continued to partner with the NASA Langley Research Center to test the emissions of SAF, Roundtable on Sustainable Biomaterials to explore SAF feedstock opportunities in Ethiopia, South Africa and Brazil, Villanova University’s Resilient Innovation through Sustainable Engineering Forum and SkyNRG on scaling the availability and use of SAF globally. For more information, visit www.boeing.com/principles/environment/index.page.

Operations

 

 

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  *

Greenhouse gas (GHG) emissions from our operations represent GHG emissions from the energy (electricity and natural gas) consumption at Boeing’s Core Metric Sites. Core Metric Sites represent the majority (70%) of Boeing’s GHG footprint from operations. This is an absolute reduction in GHG emissions; no normalization has been applied.

Conservation and Efficiency

Boeing invests in sustainable operations to help drive responsible industrial performance. We are making strides to address climate change and protect air, land, water and human health in partnership with our stakeholders and in line with our customers’ priorities. In our 2022 Sustainability Report, we provided our key metrics and accomplishments toward our 2030 goals and our 2025 targets will guide our actions and progress along the way. For the third year, we achieved net-zero greenhouse gas emissions from manufacturing and other facilities in 2022 by expanding conservation and renewable electricity use and purchasing verified carbon offsets for the remaining greenhouse gas emissions. In 2022, we executed contracts to grow our use of wind and solar power in the future and will continue to do so. For more information, visit www.boeing.com/principles/environment/index.page.

Supply Chain Practices

We are committed to high standards of ethical, lawful, responsible and sustainable procurement of goods and services. Our contractual relationships with suppliers, including our consultants and contract labor, require adherence with our standards. Boeing supply chain organizations are responsible for evaluating and establishing all new supplier relationships and monitoring performance of our suppliers. In early 2022, we published a Supplier Code of Conduct that can be found at www.boeingsuppliers.com/become.html#/expectations, and which covers matters such as supplier diversity, small business utilization, human rights and sustainability risk mitigation to create resilience and stability within our supply base. Boeing’s approximately 11,000 active suppliers are critical to our operational and product sustainability objectives. We engage with these suppliers to collaboratively address sustainability aspects through our business relationship, and where appropriate, via industry forums such as IAEG. In 2022, Boeing joined the CDP Supply Chain Program and engaged suppliers to report emissions, assess reduction targets/progress and

 

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SUSTAINABILITY

 

insights on climate risk via the CDP Climate Change questionnaire. In addition, Boeing co-led industry efforts via IAEG to align on a voluntary industry-wide approach to supplier ESG assessment and education. We further recognize that a diverse and inclusive supply chain helps promote economic growth across diverse communities. In 2022, Boeing was recognized for our mentor-protege agreement with Southern University, an HBCU/MI. We also added sustainability as a category for our Supplier of the Year award. For more information, visit www.boeingsuppliers.com.

Human Rights

Boeing is committed to the protection and advancement of human rights in its global operations and supply chain. Boeing does not tolerate any form of modern slavery or child labor. Boeing has policies and practices designed to enforce the standards laid out in our Code of Basic Working Conditions and Human Rights. We also expect similar behaviors from our suppliers, which we articulate in our Supplier Code of Conduct, embed in our supplier contracts and monitor through third-party solution providers. To learn more about Boeing’s stance on human rights issues, visit www.boeing.com/principles/human-rights.page.

Data Privacy and Information Security

Data Privacy

Boeing’s Global Privacy Office is responsible for overseeing the management, use and security of personal information held by the Company, including personal data from employees, customers and suppliers. Our privacy program focuses on protecting data, respecting privacy and enabling trust. To safeguard personal information, we employ a principles-based approach to data privacy that aligns with key privacy laws and frameworks in the U.S., European Union and other jurisdictions. In addition, we have implemented and maintain risk and program management best practices. One of our key internal controls is a requirement to employ Privacy by Design, where privacy considerations are integrated throughout the product, service and system engineering design process. Boeing employees take annual training that familiarizes them with personal data protection requirements and their responsibilities. We have also established a privacy community and leverage individuals within business units and functions to promote awareness, accountability and Privacy by Design within the areas they represent.

Information Security

Information security is critical to Boeing’s operations around the world and we continue to employ industry-leading security practices, while leveraging software and product security engineering to protect our networks, systems and information from cyber threats. Boeing’s cybersecurity strategy prioritizes detection, analysis and response to known, anticipated or unexpected cyber threats, effective management of cyber risks, and resilience against cyber incidents. We continuously strive to exceed industry best practices and implement risk-based controls to protect our partners’ and our company’s information and information systems. In order to protect both commercial and defense-related businesses and support our production operations, Boeing has adopted security principles in accordance with the National Institute of Standards and Technology Cybersecurity Framework, contractual requirements and other global standards. We also leverage industry and government associations, third-party benchmarking, audits, and threat intelligence feeds, among other things, to ensure the effectiveness of our cybersecurity efforts and proactively allocate resources.

Boeing has also established a Global Cybersecurity Governance Council to further strengthen governance and enhance coordination of our cybersecurity activities. The Council is responsible for developing and coordinating enterprise cybersecurity policy and strategy, as well as providing direction and guidance to Boeing cybersecurity functions and other stakeholders to integrate and align operations with the Company’s priorities. Cross-enterprise action teams will be formed, as needed, to manage and implement key decisions. With our Chief Information Security Officer serving as the chair, the Council will meet at least quarterly and report directly to the Company’s Executive Council on progress towards specific cybersecurity objectives.

Communities

 

 

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Boeing Global Engagement

Boeing Global Engagement supports and invests in our global communities through employee volunteerism and meaningful partnerships. To inspire the next generation of innovators, Boeing contributed $50 million across 445 grants in 2022, supporting STEM education and workforce development programs. More than 14% of Boeing’s U.S.-based workforce are military veterans. Just as we work to open new doors for veterans at Boeing, we are also invested in our veteran communities outside of Boeing. In 2022, Boeing provided more than $18.3 million to veterans organizations; including $13.6 million to support the military-to-civilian transition process and recovery and rehabilitation programs for veterans and their families. To support humanitarian response efforts in Ukraine, Boeing committed a $2 million emergency assistance package to be directed to organizations working to bring food, water, clothing and shelter to displaced Ukrainians. In accordance with the Company’s charitable matching program, Boeing matched all qualifying employee contributions made in support of humanitarian relief as well. Boeing also donated $300,000 from the Boeing Charitable Trust to assist those impacted by the December earthquake in Indonesia.

In addition, Boeing is committed to sustainability in all aspects of our business. In 2022, the Company contributed $5 million towards supporting environmental programs. We also announced, in 2022, our support of an ambitious initiative at the Yale Center for Natural Carbon Capture to address climate change through scientific research and solution-oriented innovations. The five-year $10 million commitment will fund research methods for carbon capture at scale. The Employees Community Fund of Boeing, or ECF, has been empowering employees to make a greater impact in their communities by pooling their tax-deductible donations for more than 60 years. As one of the largest employee-managed funds of its kind in the world, ECF contributed more than $6.7 million to local communities in 2022. For more information, visit www.boeing.com/principles/community-engagement.page.

 

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

 

 

 

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 2024 Annual Meeting of Shareholders.

 

LOGO   The Board recommends that you vote FOR the resolution approving named executive officer compensation.

 

 

 

Our Compensation Discussion and Analysis, together with the
compensation tables and narrative discussion that follow, describes
the compensation earned by our named executive officers in 2022.
While the Company’s operating environment during 2022 continued to
be challenged by lingering impacts of the COVID-19 pandemic, global
supply chain constraints and geopolitical developments, we made
strong strides towards rebuilding the financial and operational
strength necessary to ensure sustainable financial growth for our
future. Our compensation programs continue to be designed for the
purpose of attracting, rewarding and retaining leaders who are
committed, first and foremost, to the goals that drive financial and
operational performance over the long term: safety, quality,
engineering and operational excellence, sustainability and meeting our
customer commitments. Central to this design is a philosophy of pay
for performance. In 2022, our commitment to this philosophy was
demonstrated through:

 

•  Differentiated annual incentive payouts to our named executive
officers, driven by the financial performance of each officer’s
business unit or function and enterprise-wide financial and
operational performance (including in the areas of safety and
quality), as well as individual performance.

 

•  No adjustments made to the performance targets or metrics
previously established under our long-term performance-based
incentive awards for the 2020-2022 performance period, which
represented 75% of the long-term incentive awards granted to
named executive officers employed during 2020 and which both
paid out at zero for the third year in a row.

 

•  Our determination in August 2022 that the supplemental
performance-based restricted stock unit award granted to our CEO
in early 2020 would not vest, because—although the Company has
substantially achieved or is on track to substantially achieve most of
the performance goals set forth in that award, which were set
before the onset of the COVID-19 pandemic—all of the goals could
not be substantially achieved (discussed in more detail on page 47).

 

 

 

WHAT WE DO

 

 

LOGO

  Significant portion of executive officer pay is variable and linked to Company and individual performance
  LOGO   Heavy focus on long-term stock-based compensation, driving focus on strategic long-term priorities
  LOGO   Rigorous stock ownership requirements
  LOGO   Robust clawback policy covering certain types of misconduct or negligent conduct that compromises the safety of our products or services
  LOGO   Benchmarking of pay against industry peers
  LOGO   Active engagement with shareholders
  LOGO   Independent compensation consultant reports directly to Compensation Committee
  LOGO   Compensation Committee and independent compensation consultant review programs for inappropriate risk
 

 

WHAT WE DON’T DO

 

 

LOGO

  No performance-based incentive payouts if performance levels are not achieved
  LOGO   No uncapped incentive award payouts
  LOGO   No tax gross-ups, other than for certain relocation expenses
  LOGO   No excessive perquisites
  LOGO   No employment agreements or contracts (except where required by non-U.S. local law)
  LOGO   No change in control arrangements
  LOGO   No pledging or hedging of Boeing stock

In 2022, our shareholders approved the compensation of our named executive officers with a FOR vote of 82%. This year, we once again request your vote supporting the following non-binding resolution:

RESOLVED: That the compensation paid to the named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby approved.

 

  LOGO    

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR THIS PROPOSAL.

 

 

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APPROVE, ON AN ADVISORY BASIS, THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION (ITEM 3)

 

 

 

PROPOSAL SUMMARY

Shareholders are being asked to recommend the frequency—every one, two or three years—with which to hold future advisory votes on the compensation of named executive officers.

 

LOGO   The Board recommends that you vote to hold advisory votes on named executive officer compensation EVERY YEAR.

 

 

The Board seeks your recommendation on the frequency—every one, two or three years—with which to hold future advisory votes on our executive compensation.

Our shareholders voted on a similar proposal in 2017, with the highest number of votes cast to hold future advisory votes on named executive officer compensation every year. Based on feedback from our largest shareholders and the Board’s experience with prior advisory votes on executive compensation, the Board recommends that you vote for continuing to hold the advisory vote on executive compensation every year.

This vote is non-binding. However, the Board and the Compensation Committee will consider the outcome of this vote in connection with decisions concerning the frequency with which to hold advisory votes on executive compensation. Consistent with applicable law, you will have the opportunity to recommend the frequency of future advisory votes on executive compensation at least every six years.

You may vote for every one, two or three years, or may abstain from voting on the following non-binding resolution:

RESOLVED: That the option of every year, two years or three years that receives the highest number of votes cast for this resolution will be the frequency with which the shareholders of The Boeing Company recommend by advisory vote that the Company hold an advisory vote on the compensation of our named executive officers.

 

  LOGO    

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE

FOR EVERY YEAR.

 

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis, or CD&A, describes our executive compensation programs for our 2022 named executive officers, or NEOs, who are listed below.

 

  Name    Title

  David L. Calhoun

  

President and Chief Executive Officer

  Brian J. West

  

Executive Vice President and Chief Financial Officer

  Leanne G. Caret

  

Former Executive Vice President, President and Chief Executive Officer, Defense, Space & Security

  Theodore Colbert III

  

Executive Vice President, President and Chief Executive Officer, Defense, Space & Security

  Stanley A. Deal

  

Executive Vice President, President and Chief Executive Officer, Commercial Airplanes

  Brett C. Gerry

  

Executive Vice President, Global Compliance and Chief Legal Officer

During 2022, the following leadership changes impacting our NEOs occurred:

 

 

Effective April 1, 2022, Mr. Colbert, who was previously serving as Executive Vice President, President and Chief Executive Officer for our Global Services business, was elected Executive Vice President, President and Chief Executive Officer for our Defense, Space & Security business.

 

 

Effective as of Mr. Colbert’s election, Ms. Caret transitioned to a senior advisor role until her retirement from the Company on December 31, 2022.

Executive Summary

 

Overview of 2022 Financial and Operational Performance

Our executive compensation program is designed to align executive pay with our financial and operational performance and the creation of long-term value for our shareholders. In 2022, we achieved positive free cash flow for the year for the first time since 2018, safely achieved a number of business milestones and made substantial progress in stabilizing our operations. We also faced significant challenges, including the lingering impacts of the COVID-19 pandemic, global supply chain constraints, geopolitical developments impacting our ability to deliver our products and operational challenges on certain fixed-price development programs. Shareholders should consider our executive compensation decisions for 2022 in the context of our business performance.

 

 

LOGO

 

 

How We Align Pay to Shareholder Interests

Our executive compensation and benefit programs are centered around a core objective—ensuring that our executives are focused on building long-term, sustainable growth for our shareholders in a manner consistent with our core values. We do this by attracting, retaining and rewarding leaders who effectively drive strong financial and operating performance through their commitment to the foundational goals underlying our business model: safety, quality, engineering and operational excellence, sustainability and meeting our customer commitments.

Our Board and the Compensation Committee have a long-standing practice of seeking shareholder feedback, and executive compensation matters regularly feature in our discussions with shareholders. In 2022, our executive compensation program received 82% approval from our shareholders. The Compensation Committee will continue to consider say-on-pay vote results and feedback from shareholders when reviewing our executive compensation programs and practices.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation Philosophy

 

 
Pay for Performance   A significant portion of pay for senior leaders is variable and directly linked to individual and Company performance, including operational and financial performance that drives the creation of long-term shareholder value. Individual performance is assessed under our Seek, Speak & Listen framework. Leaders are held accountable for business outcomes within their control.
 
Commitment to Core Values   Pay opportunities are directly linked to the executive’s commitments to safety, quality and our other core values, and incorporate specific and measurable metrics relating to safety and quality. Pay is subject to clawback 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 peers as a starting point, with flexibility to adjust compensation elements based on a range of factors, including individual job requirements and scope, business needs, experience, qualifications and performance, in order to attract and retain critical talent.
 
Long-Term Focus   Pay is heavily weighted to 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. Safeguards are adopted to ensure short-term goals do not take precedence over long-term sustainable growth.

Overview of 2022 Compensation Decisions and Outcomes

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

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Generally, annual and long-term incentives are established and communicated to executive officers in February each year and are expressed as a target opportunity. The value actually paid to the executive is dependent on our financial and operational performance, individual performance and our stock price performance over the applicable performance period.

 

    FIXED   VARIABLE (AT-RISK)    
  Name   Base Salary ($)   Annual Incentive
Target ($)
  Long-Term Incentive
Target ($)
  Target Total Direct
Compensation ($)

  David L. Calhoun

  1,400,000   2,800,000   17,000,000   21,200,000

  Brian J. West

  1,000,000   1,100,000   6,000,000   8,100,000

  Leanne G. Caret

  1,000,000   1,100,000   4,750,000   6,850,000

  Theodore Colbert III

  1,000,000   1,000,000   4,000,000   6,000,000

  Stanley A. Deal

  1,100,000   1,500,000   5,600,000   8,200,000

  Brett C. Gerry

  900,000   900,000   4,000,000   5,800,000

2022 Annual Incentive Plan. In 2022, our annual incentive plan was focused on driving (a) financial performance at the Company and business unit levels in free cash flow, earnings and (for our Defense, Space & Security and Global Services businesses) revenue, and (b) operational performance in five key areas critical to our business: product safety, employee safety, quality, climate, and equity, diversity and inclusion (ED&I). The Compensation Committee set targets under these metrics at the beginning of the year, which targets were designed to be challenging but achievable in light of the continuing effects of the COVID-19 pandemic, global supply chain instability and geopolitical situations. Our performance against these pre-set goals resulted in the payout scores below for each of our business units and our enterprise function as a whole. Detailed information on the annual incentive plan targets and performance for 2022 can be found on page 42.

 

LOGO

 

 

2020-2022 Long-Term Incentive Program. In early 2023, the Compensation Committee assessed results with respect to long-term incentive awards granted in 2020 for the 2020-2022 performance period. All of our NEOs other than Mr. West (who joined the Company in 2021) received these awards:

 

 

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

 

 

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

 

 

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

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

The Compensation Committee made no adjustments to the performance metrics and targets for performance awards and PBRSUs after they were set in February 2020, prior to the onset of the COVID-19 pandemic. The severe impact of the pandemic on global air travel and our business operations, the grounding of the 737 MAX and the pause in 787 deliveries were primary drivers of the outcomes depicted below.

 

 

LOGO

 

 

How Executive Compensation is Determined

 

Role of Board, Management and Consultants

The Compensation Committee establishes, reviews and approves all elements of NEO compensation, working with the independent members of the Board, the Compensation Committee’s independent compensation consultant (Pay Governance), the Aerospace Safety and GPP Committees and management as described below.

 

 

 

Compensation

Committee

 

 

 

LOGO

 

 

 

 

Independent

Compensation

 

 

 

LOGO

 

 

 

 

Aerospace Safety

Committee

 

 

 

LOGO

 

 

•  Sets incentive program targets and approves payouts

•  Evaluates performance of CEO and other executive officers in consultation with Aerospace Safety and GPP Committees and independent directors

•  Determines appropriate safety-related metrics for incentive programs in consultation with Aerospace Safety Committee

•  Reviews and recommends executive officer base salaries to independent directors for approval

•  Reviews and approves all other elements of pay for executive officers

•  Assesses independence of compensation consultant

 

Consultant

 

•  Presents peer group pay practices and benchmarks for executive officer compensation to Compensation Committee and management

•  Reviews and provides recommendations to Compensation Committee regarding management’s program design and pay proposals

•  Meets with Compensation Committee in executive session

•  Conducts annual independent evaluation of our incentive programs to assess risk

•  Provides ad hoc consultation

 

 

•  Provides input to Compensation Committees and independent directors on performance of executive officers impacting product safety

•  Consults with Compensation Committee on incentive plan metrics relating to product safety

 

 

 

 

Governance & Public

Policy Committee

 

 

LOGO

 

 

 

•  Evaluates CEO performance with Aerospace Safety and Compensation Committees and independent directors

     
 

 

 

Independent

Directors

 

•  Evaluate performance of CEO and other executive officers

•  Review and approve CEO compensation and executive officer base salaries

 

 

 

 

LOGO

 

   

 

Management

 

•  CEO and EVP, HR recommend compensation program design

 

 

 

LOGO

•  CEO, assisted by EVP, HR, recommends compensation for other executive officers

•  CFO provides financial information to inform Compensation Committee’s decision-making on incentive goals and payouts

•  Implements decisions of the Compensation Committee and Board

 

A supermajority (two-thirds) of the Board must approve any incentive awards granted to NEOs under an incentive or other compensation plan not previously approved by a supermajority of the Board. No such awards were granted in 2022.

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Independent Compensation Consultant

The Compensation Committee engaged Pay Governance to serve as its independent compensation consultant during 2022. The GPP Committee also engaged Pay Governance during 2022 to serve as its independent compensation consultant relating to nonemployee director compensation, as described on page 22. In connection with performing these roles, Pay Governance took direction from the Compensation and GPP Committees, as appropriate, reported directly to the committees and did not provide any other services to Boeing.

The Compensation Committee assessed the independence of Pay Governance pursuant to SEC and NYSE rules and determined that no conflict of interest exists that would prevent Pay Governance from independently advising the Compensation and GPP Committees. In making this assessment, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to the compensation consultant’s independence, including that the consultant provided no services for Boeing other than pursuant to its engagement by the Compensation and GPP Committees. The Compensation Committee also determined there were no other factors the Committees should consider in connection with the assessment or that were otherwise relevant to the Committees’ engagement of Pay Governance.

Compensation Peer Group and Market Data

When setting compensation for our executive officers, we compare position-specific duties and responsibilities with market data and our internal management structure to determine a range of pay, inclusive of salary, target annual and long-term incentive award opportunities, executive benefits and perquisites. To set an initial guideline, salary ranges and incentive opportunities by role or role grouping are benchmarked annually against our primary compensation peer group to ensure they are competitive. Individual target pay is generally benchmarked by role against median pay for comparable roles in our peer companies as a starting point, but can and does vary based on several factors including job requirements, business needs, unique market situations and the executive officer’s experience, qualifications and performance. The Compensation Committee retains the flexibility to set salary ranges and incentive opportunities above or below the median for our primary compensation peer group.

Our primary compensation peer group is comprised of leading U.S.-based companies (with an emphasis on aerospace and industrial manufacturing companies) that have a technology focus, large global operations, a diversified business and/or roughly comparable annual sales and market capitalizations. On at least an annual basis, the Compensation Committee, working with its independent compensation consultant, Pay Governance, reviews the composition of this peer group and determines whether any changes should be made. In 2022, Boeing’s primary peer group consisted of the 19 companies listed below, which is the same peer group used for 2021 as well as 2023.

 

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

The median revenue of our primary peer group for the year ended December 31, 2022 was approximately $67 billion as compared to our revenue of $67 billion. As of December 31, 2022, the median market capitalization of our peer group was approximately $144 billion as compared to our market capitalization of $114 billion.

This peer group, plus Airbus, is also used to measure our relative TSR performance for purposes of our PBRSUs granted in 2020 (beginning in 2021, we ceased granting TSR-linked PBRSUs under our long-term incentive program). For additional information on the PBRSUs, see page 46. Airbus is not included in our compensation benchmarking peer group due to the lack of publicly available and comparable compensation and benefit program information.

For 2022, the Compensation Committee also collected and referenced compensation data from a number of leading U.S.-based companies that focus on technology, given our growing focus on recruiting within that sector. This secondary peer group is comprised of Alphabet, Apple, Dell Technologies, Meta Platforms and Oracle Corporation. This data was used to help inform the market-competitiveness of our compensation offerings, particularly for roles with a technical, engineering and/or software design-focused component.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Components of Executive Compensation

 

Our executive compensation program features both fixed and variable elements, and incorporates short- and long-term performance, financial and operational performance, and individual, business unit and total Company performance. The Compensation Committee reviews and approves adjustments, if any, to annual and long-term incentive targets in February, and the Board also approves these targets with respect to Mr. Calhoun. The Board also reviews and approves adjustments, if any, to all NEO base salaries in February; any base salary adjustments generally take effect in March. Elements of compensation may also be reviewed and adjusted at other times during the year in connection with promotions or other changes in roles or responsibilities.

Base Salary

Base salaries provide a fixed level of cash compensation for each executive based on competitive market data and individual factors such as competencies, skills, experience, contributions, performance and the assumption of new responsibilities or promotions. There are no specific weightings assigned to these individual factors.

Annual Incentive Plan

The annual incentive plan is designed to drive near-term program execution and operational excellence, as well as to differentiate executives based on individual performance. In 2022, the Compensation Committee began setting annual incentive award targets for executive officers as cash-denominated targets independent of base salary rates (instead of a fixed percentage of base salary, as in prior years), in order to give the Committee more flexibility in adjusting this element of compensation and taking into account individual NEO performance.

Actual incentive awards are determined as follows:

 

 

LOGO

 

The Company Performance Score is determined by comparing our performance under certain financial metrics (at both the total Company and business unit levels) and operational metrics against targets established in connection with the Board’s long-range business plan. Actual performance that is higher or lower than target for any particular metric is assigned a percentage score based on a curve established by the Compensation Committee. Payout at target is dependent on the Company executing according to its long-range business plan during the applicable period. It is expected that both maximum performance and performance resulting in zero payout would be infrequent. These goals incorporate expectations regarding the probability of achieving performance goals, key risks and a degree of “stretch” to appropriately incentivize superior performance. The metrics and performance applicable to 2022 are described in more detail on page 42 under “2022 Company Performance Metrics and Results.”

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

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Long-Term Incentive Program

The long-term incentive program is designed to drive sustainable growth and the creation of long-term shareholder value, as well as encourage retention of key talent over a sustained time period. During 2022, our long-term incentive awards consisted of premium-priced stock options and restricted stock units.

 

 

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Our 2022 long-term incentive awards newly incorporate a requirement that the executive must complete our Safety Management System training during the grant year as a condition of vesting in the award. In addition, our 2022 premium-priced stock options contain a relative total shareholder return metric, under which the exercise price will be reduced from 120% of the grant date share price to 110% if the Company’s total shareholder return over the three-year vesting period exceeds the median total shareholder return for our peer group of companies (plus Airbus). This structure is designed to drive both short- and long-term performance and to better align our incentives with the long-term cycle of our business.

Our LTI awards require three years of continuous service in order to vest, except in cases of qualifying retirements, layoff, death or disability. Specifically, the awards provide for continued vesting upon retirement or layoff after attaining age 62 with at least one year of service, pro-rated monthly vesting upon retirement after attaining at least age 55 with ten years of service (based on the number of months employed during the vesting period), and full vesting upon termination due to death or long-term disability. Any other type of termination prior to vesting will result in forfeiture of the awards. Pursuant to a practice implemented in 2020, our CEO’s long-term incentive awards also contain additional provisions prohibiting distribution of vested RSUs and transfer of acquired shares from option exercises until he separates from the Company, in order to ensure that this significant component of his total target pay remains firmly linked to the Company’s sustained long-term performance while he is serving as our CEO and beyond. We intend that these special provisions for our CEO’s long-term incentive awards will be included in his future long-term incentive awards as well.

2022 Company Performance Metrics and Results

 

Annual Incentive Plan

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

 

 

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Financial performance metrics. For 2022, as in the prior year, our annual incentive plan continued to measure financial performance both at a total Company level and at a business unit level, each weighted at 50% of the financial performance score. For executives not assigned to a specific business unit, the average of the three business unit scores was applied.

 

 

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As was in the case in 2021, the metrics for the financial performance component of our 2022 annual incentive plan were selected to drive the business objectives described in the chart below. At the total Company level, the use of two metrics—free cash flow and core earnings per share—was intended to focus our executives on managing liquidity and overall financial health as we continued to reduce our 737 and 787 inventory aircraft while managing the lingering impacts of the COVID-19 pandemic on global air travel and commercial demand. The metrics used at the business unit level were similarly selected in order to drive each business unit’s focus on liquidity management and core operational performance.

 

 

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As was the case in prior years and to better reflect the core operating performance of the Company, the Compensation Committee retained discretion to adjust the results under one or more of these metrics to account for (1) significant changes to market conditions that were not foreseeable at the outset of a performance period, (2) management decisions intended to increase long-term value but that create short-term financial impacts, such as major acquisitions or dispositions or unplanned share repurchases, and (3) significant external events outside management’s control, such as tax or regulatory changes or geopolitical developments. For 2022 specifically, at the time that goals were set in February, the Compensation Committee identified and quantified a potential adjustment to free cash flow in the event that the Company would not be able to make planned aircraft deliveries to or maintain contractual obligations with Chinese commercial customers during the year due to reasons outside management’s control.

 

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

 

 

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Our broad-based, non-executive annual incentive programs shared this structure in 2022 so that our employees were aligned in pursuit of the same financial and operational goals. We believe that these metrics drove accountability and performance and enabled employees at every level to maintain a stronger and more direct line-of-sight to financial and operational performance.

2022 Annual Incentive Plan Results

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

 

 

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As discussed on page 41, the Compensation Committee has discretion to adjust performance results following conclusion of the performance period, for incentive plan measurement purposes only, to better reflect Company and business unit core operating performance. Consistent with its authority and past practice, in January 2023, the Compensation Committee approved upward adjustments to free cash flow at the total Company and Commercial Airplanes levels (from $2.3B to $4.5B, and ($0.5B) to $1.7B, respectively). These adjustments reflected part, but not all, of the potential adjustment quantified in advance by the Compensation Committee in February 2022, and reflected the portion attributable to the curtailment of our ability to maintain contractual obligations with Chinese commercial airplane customers for the entirety of 2022. No other adjustments were made to the results described above.

For the operational performance component of our 2022 annual incentive design, we achieved target performance against pre-set metrics in three of our five operational goals. The targets and outcomes in each area are set forth below.

 

 

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The Compensation Committee set operational performance goals that were designed to be achievable but nonetheless challenging in a year focused on stabilizing our operations following the impact of the COVID-19 pandemic on our employees, customers and supply chain. Our outcomes in employee safety were heavily impacted by significant workforce movement, supply chain constraints and increases in our production rate during 2022, which made it challenging to achieve an absolute reduction in employee injuries as compared to the prior year; however, we expect that our progress in encouraging and improving our employees’ reporting of near misses and hazards will continue to drive improvements in employee safety. For our quality goal, we targeted an aggressive reduction in our rework percentage as compared to 2021. While we did improve, we did not meet the target; contributing factors to this outcome included the relatively large percentage of our workforce that was new to the Company or their roles in 2022 and supply chain disruptions.

For purposes of calculating the final Company Performance Scores, the financial and operational performance outcomes are weighted at 75% and 25%, respectively, and together resulted in the following Company Performance Scores for 2022.

 

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Long-Term Incentive Program

2020-2022 Performance Award Results

Performance awards constituted 50% of the target long-term incentive opportunity awarded in February 2020 to our NEOs (other than Mr. West, who joined the Company in 2021). For the 2020-2022 performance period, performance was measured based 50% on free cash flow, 25% on core EPS and 25% on revenue over the three-year performance

 

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period. Actual performance that was higher or lower than target for any particular metric was assigned a percentage score from 0% to 150% (as compared to 0% to 200% in prior years) based on a curve established by the Compensation Committee. Company performance with respect to each metric for the three-year performance period resulted in a 0% payout for the fourth year in a row. The Compensation Committee made no changes to the metrics or targets established for the 2020-2022 performance awards.

2020-2022 Performance-Based Restricted Stock Units Results

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

 

 

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2022 NEO Pay Decisions

 

The Compensation Committee (and the Board, where applicable) makes compensation decisions regarding our NEOs based on its assessment of the performance of the individual executive, the Company (both financial and operational) and the business unit or function to which the executive is aligned. In the following section, we describe the components of total direct pay for each of our NEOs during 2022, whether the Compensation Committee (or the Board, where applicable) made any changes to these components during 2022, and the primary considerations taken into account by the Compensation Committee and the Board in making those decisions.

 

 

 

 

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Base Salary. No adjustments were made in 2022 to Mr. Calhoun’s base salary of $1,400,000.

Annual Incentive Plan Target and Payout. In February 2022, the Compensation Committee and the Board approved an annual incentive target of $2,800,000 for Mr. Calhoun with respect to the 2022 performance year (as compared to $2,520,000 for 2021), based on the Board’s recognition of Mr. Calhoun’s depth of experience, proven leadership capabilities and sustained strong performance, and to ensure that his pay continued to be market-competitive in light of those factors. In February 2023, the Compensation Committee and the Board approved an annual incentive payout of $3,418,800 for Mr. Calhoun, determined by multiplying his dollar-denominated target by the enterprise Company Performance Score, and multiplying the product by an individual performance score of 110%. This individual score reflected the Board’s assessment of Mr. Calhoun’s effective leadership of the Company during 2022, including the following accomplishments:

 

 

Led continued transformation of our Safety First strategic objectives, including overseeing the implementation and deployment of our Safety Management System;

 

 

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Drove creation of a record number of engineering design practices and deployed teams to accelerate their implementation, significantly exceeding our goals;

 

 

Achieved positive free cash flow for the first year since 2018;

 

 

Enforced and modeled the Company’s strong commitment to transparency with global regulators, the flying public and governments around the world;

 

 

Prioritized and managed targeted investments in autonomy capability, sustainability, digital enablement, and engineering and software development talent acquisition; and

 

 

Strengthened our culture of safety, quality and transparency by championing our Seek, Speak & Listen behaviors.

Long-Term Incentive Program Target and Award. In February 2022, the Compensation Committee and the Board approved a long-term incentive award target of $17,000,000 for Mr. Calhoun for the 2022-2024 performance period (as compared to $16,000,000 for 2021), based on the same factors described above with respect to setting his 2022 annual incentive target. Mr. Calhoun’s long-term incentive award was granted 50% in the form of time-vested RSUs, and 50% in the form of premium-priced stock options, described in more detail under “Long-Term Incentive Program” on page 42. Mr. Calhoun’s long-term incentive awards contain additional provisions prohibiting distribution of vested RSUs and transfer of acquired shares until he separates from the Company, in order to ensure that this significant component of his total target pay remains firmly linked to the Company’s sustained long-term performance while he is serving as our CEO and beyond.

CEO’s 2020 Supplemental Performance-Based RSU Award. In connection with his hire in 2020, Mr. Calhoun received a supplemental award of performance-based RSUs with a grant date value of $7,014,942. This award included several specific performance goals, all of which were required to be substantially achieved by December 31, 2023. These goals were set in January 2020 before the widespread onset of COVID-19, which had sweeping impacts on Boeing’s operations and on demand for commercial aviation, and before changes to the regulatory environment, including the enactment and implementation of the Aircraft Certification Safety and Accountability Act, became fully apparent.

 

 

 

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Despite these industry challenges, under Mr. Calhoun’s leadership, the Company has substantially achieved, or is on track to substantially achieve, most of these specific goals. Nonetheless, one of the goals was the successful entry into service and production/delivery ramp-up of the 777X by December 31, 2023. It is clear that this goal will not be met, albeit for reasons largely beyond Mr. Calhoun’s control. The Board also recognizes that Mr. Calhoun has made several decisions concerning the management of the 777 program that were in the Company’s long-term interest, but that contributed to that goal not being met. Accordingly, the Compensation Committee determined in August 2022 that the award will not vest.

 

Notwithstanding this decision, which the Compensation Committee believes is compelled by the clear terms of the supplemental award, the Board recognizes and greatly appreciates Mr. Calhoun’s leadership and many actions over the last three years to navigate through a constantly changing environment to best position the Company for the future, and without regard for the impact his decisions might have had on goals that were set prior to widespread onset of COVID and the changed regulatory environment.

 

 

 

 

 

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Base Salary. No adjustments were made in 2022 to Mr. West’s base salary of $1,000,000.

Annual Incentive Plan Target and Payout. Mr. West’s annual incentive target was set at $1,100,000 upon his hire in 2021 and remained unchanged for 2022. In February 2023, the Compensation Committee approved an annual incentive payout of $1,343,100 for Mr. West, determined by multiplying his dollar-denominated target by the enterprise

 

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Company Performance Score, and multiplying the product by an individual performance score of 110%. This individual performance score reflects the Committee’s assessment of Mr. West’s significant leadership efforts during 2022, including the following accomplishments:

 

 

Began the process to significantly reduce cost and transform our business processes in an open and transparent manner exemplifying our Seek, Speak & Listen behaviors;

 

 

Improved and streamlined the Company’s long-range business planning process, to include increasing autonomy and accountability for business units in portfolio development;

 

 

Ensured capital allocation to support increased research and development efforts to fund the Company’s capabilities-based strategy;

 

 

Managed our capital structure to maintain an investment grade rating, assure effective liquidity levels and adjust to a volatile operating environment; and

 

 

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

Long-Term Incentive Plan Target and Award. Mr. West’s long-term incentive target was set at $6,000,000 upon his hire in 2021 and remained unchanged for 2022.

 

 

 

 

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Base Salary. No adjustments were made in 2022 to Ms. Caret’s base salary of $1,000,000.

Annual Incentive Plan Target and Payout. In February 2022, the Compensation Committee approved an annual incentive target of $1,100,000 for Ms. Caret with respect to the 2022 performance year (unchanged from 2021). In February 2023, the Compensation Committee approved an annual incentive payout of $554,510, determined by multiplying her dollar-denominated target by the defense Company Performance Score, and multiplying the product by an individual performance score of 71%. This individual performance score largely reflects the critical challenges faced by our defense business in several fixed-price development programs for which we recorded significant earnings charges during 2022.

Long-Term Incentive Program Target and Award. In February 2022, the Compensation Committee approved a long-term incentive award target of $4,750,000 for Ms. Caret for the 2022-2024 performance period (as compared to $4,100,000 for 2021), primarily to ensure that her pay continued to be market-competitive in light of her experience and qualifications.

Post-Retirement Consulting Arrangement. As of January 1, 2023, Boeing entered into a consulting agreement with Ms. Caret’s consulting firm, GCubed Group LLC, for a three-year term. Under this agreement, Ms. Caret will provide up to 400 hours per year of consulting services to the Company on matters related to veterans’ recruiting and college and university relations, and will receive a monthly retainer fee of $20,000. The agreement is terminable at will by either party upon 30 days’ notice.

 

 

 

 

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Base Salary. The Compensation Committee and the Board reviewed Mr. Colbert’s base rate of pay in February 2022 and approved an adjustment to $900,000 (compared to his previous salary of $875,000) primarily in order to bring his overall pay closer to our peer group median for that role and to ensure that his pay remained market-competitive in

 

 

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view of Mr. Colbert’s experience and strong performance. In April 2022, in connection with Mr. Colbert’s election to the position of Executive Vice President and Chief Executive Officer, Defense, Space & Security, the Compensation Committee and the Board approved adjusting his base salary to $1,000,000 (as compared to his previous salary of $900,000).

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

 

 

Restructured the Defense, Space & Security organization to accelerate operational discipline and program performance, significantly reducing the number of divisions to drive focus and synergies;

 

 

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

 

 

Restructured quality, operations, supply chain and program management functions within the organization to address execution challenges in production programs; and

 

 

Made steady progress on development programs including making the first deliveries of the MH-139 multi-mission helicopter, launching the world’s most advanced all-digital communications satellite for O3b’s MEO mPower constellation, and achieving a successful Starliner Orbital Flight Test and docking with the International Space Station.

Long-Term Incentive Program Target and Award. In February 2022, the Compensation Committee approved a long-term incentive award target of $4,000,000 for Mr. Colbert for the 2022-2024 performance period (as compared to $3,062,500 for 2021), based on the Compensation Committee’s assessment of his strong performance in 2021. Mr. Colbert’s long-term incentive target was not subsequently adjusted in connection with his move to lead our Defense, Space & Security business in April 2022.

 

 

 

 

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Base Salary. No adjustments were made in 2022 to Mr. Deal’s base salary of $1,100,000.

Annual Incentive Plan Target and Payout. In February 2022, the Compensation Committee approved an annual incentive target of $1,500,000 for Mr. Deal with respect to the 2022 performance year (as compared to $1,210,000 for 2021) primarily to bring his overall pay closer to our peer group median for his role. In February 2023, the Compensation Committee approved an annual incentive payout of $1,740,000 for Mr. Deal, determined by multiplying his dollar-denominated target by the commercial airplanes Company Performance Score, and multiplying the product by an individual performance score of 100%. This individual performance score reflects the Committee’s assessment of Mr. Deal’s leadership and contributions during 2022, including the following accomplishments:

 

 

Launched the 777-8F with Qatar Airways, the largest freighter commitment in Boeing’s history;

 

 

Received FAA authorization to resume 787 aircraft deliveries;

 

 

Continued to bolster our Safety Management System partnership with the FAA and further embed a focus on safety and transparency across all aspects of our commercial business;

 

 

Secured 808 net commercial airplane orders, including the largest order to date for our 787 aircraft from United Airlines; and

 

 

Led reinvigoration of LEAN implementation across airplane programs.

 

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Long-Term Incentive Program Target and Award. In February 2022, the Compensation Committee approved a long-term incentive award target of $5,600,000 for Mr. Deal for the 2022-2024 performance period (as compared to $4,700,000 for 2021), primarily to bring his overall pay closer to our peer group median for his role.

 

 

 

 

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Base Salary. In February 2022, the Compensation Committee and the Board approved Mr. Gerry’s base salary of $900,000, as compared to $850,000 for 2021, primarily to bring his overall pay closer to our peer group median for his role.

Annual Incentive Plan Target and Payout. In February 2022, the Compensation Committee approved an annual incentive target of $900,000 for Mr. Gerry with respect to the 2022 performance year (as compared to $807,500 for 2021), based on the Compensation Committee’s recognition of Mr. Gerry’s significant contributions to the Company during the prior year and to strengthen our ability to retain him as a leader. In February 2023, the Compensation Committee approved an annual incentive payout of $1,048,950 for Mr. Gerry, determined by multiplying his dollar-denominated target by the enterprise Company Performance Score, and multiplying the product by an individual performance score of 105%. This individual performance score reflects the Committee’s assessment of Mr. Gerry’s leadership and contributions during 2022, including the following accomplishments:

 

 

Continued our progress in strengthening our global compliance program and organization, which has driven an improved compliance system and helped champion a culture of transparency throughout the Company built on our Seek, Speak & Listen behaviors;

 

 

Retired significant outstanding legal risk for the Company, including the successful resolution of several major litigation matters;

 

 

Led our continuing efforts to ensure compliance with the Company’s Deferred Prosecution Agreement with the U.S. Department of Justice; and

 

 

Supported the Company’s effective response to several unique legal and regulatory challenges during the year, including the Company’s compliance with U.S. and European government sanctions imposed on Russia.

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

2023 Changes to Our Program Design

 

In early 2023, we made a number of modifications to our annual and long-term incentive programs for executives.

Annual Incentive Plan

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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Long-Term Incentive Program

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

Early 2023 Compensation Actions

 

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

 

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Other Design Elements

 

As part of a comprehensive and competitive executive compensation package, executives may be eligible for additional benefits as summarized below. These benefits are designed to attract and retain the executive talent needed to achieve our business and financial objectives.

Retirement Benefits

Our executives participate in our Boeing 401(k) plan and are also eligible to participate in our Executive Supplemental Savings Plan, or Executive SSP, a nonqualified deferred compensation plan. The Executive SSP provides certain executives with additional retirement benefits and allows eligible participants to receive Company contributions that would otherwise exceed Internal Revenue Code limits applicable to the 401(k) plan. The Executive SSP also allows executives to voluntarily defer, on a nonqualified basis, receipt of a portion of salary and/or cash-based incentive payouts. For more information on our nonqualified deferred compensation benefits, see “2022 Nonqualified Deferred Compensation” beginning on page 62.

Executives hired prior to 2009 earned benefits under our Pension Value Plan, or PVP, a broad-based defined benefit pension plan, until the end of 2015, and if they had a PVP benefit or were hired prior to 2008, also earned benefits under our defined benefit Supplemental Executive Retirement Plan, or DB SERP, until the end of 2015. Each of these arrangements, as well as each of our other broad-based pension plans for which executives are eligible, is described under “2022 Pension Benefits” beginning on page 61.

Perquisites and Other Executive Benefits

Consistent with our executive compensation philosophy and our commitment to emphasize performance-based pay, we limit the perquisites and other benefits that we provide to executives. In 2022, these perquisites consisted of:

 

 

Security—Our CEO is required, and certain senior executives are encouraged, to use Company aircraft for business and personal travel for security reasons. We provide ground transportation services to our CEO for security purposes.

 

 

Productivity—Relocation assistance (when applicable), tax preparation services and financial management services.

 

 

Health—Annual physical exam and concierge health services.

 

 

Charitable gift matching program.

 

 

Other—Supplemental life insurance, commemorative and retirement gifts, outplacement and transition services, certain ground transportation services and sporting event tickets.

The Compensation Committee annually reviews perquisites and other executive benefits to ensure that they are reasonable and consistent with our executive compensation philosophy.

Severance Benefits

We maintain an Executive Layoff Benefit Plan to provide separation benefits for executives who are involuntarily laid off due to a job elimination (these separation benefits are not provided if the executive becomes employed elsewhere within the Company in any capacity, or refuses any offer of employment with the Company as an executive). The plan provides a layoff benefit equal to one year of base salary plus an amount equal to the executive’s target annual incentive multiplied by the Company Performance Score for the year in which the layoff occurs, less any amounts paid pursuant to an individual employment, separation or severance agreement (if applicable). The plan does not provide enhanced change-in-control benefits or tax gross-ups. The Compensation Committee believes that the benefits provided under the plan are consistent with those provided by our peers and other companies with which we compete for executive talent. In addition to receiving benefits under the plan, laid off executives may continue to participate in certain incentive award programs with respect to their outstanding awards after a separation based on service and the terms and conditions of the award. No NEO received any benefits under the Executive Layoff Benefit Plan in 2022.

 

 

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Additional Considerations

 

Executive Stock Ownership and Stock Holding Requirements

In order to further align the interests of our senior executives with the long-term interests of shareholders, we require NEOs and other senior executives to own significant amounts of Boeing stock. Senior executives are required to attain and maintain throughout their term of employment with us the following investment position in Boeing stock and stock equivalents:

 

 

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Senior executives must fulfill this requirement within five years after assuming the executive position to which the requirement applies. During the five-year period, executives are expected to accumulate and hold qualifying equity until they meet the minimum stock ownership requirement. In addition, executives must hold all newly-vested stock until their minimum stock ownership requirement has been satisfied. Shares owned directly by the executive as well as time-vested RSUs, deferred stock units and shares held through our savings plans are included in calculating ownership levels. Shares underlying unexercised stock options and performance RSUs do not count toward the ownership guidelines. As of December 31, 2022, each NEO exceeded the applicable stock ownership requirement or was on track to exceed the requirement by the end of the five-year period referenced above.

Each year, the Compensation Committee reviews the ownership position of each executive officer as well as a summary covering all senior executives. In assessing stock ownership, the average daily closing stock price over a one-year period (ending September 30 of each year) is used. This approach mitigates the effect of stock price volatility and is consistent with the objective of requiring long-term, sustained stock ownership.

Boeing, like the vast majority of its peer companies, generally does not require NEOs to hold a fixed percentage of equity compensation through retirement age, whether defined by the Company’s existing retirement plans or otherwise. However, since 2021, Mr. Calhoun’s long-term incentive awards contain unique provisions to further strengthen the link between our CEO’s pay and the Company’s sustained performance. Specifically, Mr. Calhoun’s RSU and PRSU awards granted under our long-term incentive program provide that distribution of vested units will not commence until he has separated from the Company, and further provide for a ten-year annual installment payment timeline. Similarly, Mr. Calhoun’s premium-priced stock option awards provide that he may not sell or otherwise dispose of any shares acquired through exercise until he has separated from the Company.

Granting Practices

The Compensation Committee typically grants long-term incentive awards to executive officers each February. The Board meeting date is generally the effective grant date for the grants. The grant date fair market value of time-vested and performance restricted stock units is determined by reference to the average of the high and low prices of a share of Boeing stock on the grant date; similarly, for stock options, the exercise price is determined by reference to the same fair market value, with any applicable premium applied (120% for 2022). Executive officers who join the Company after the February grant date are generally eligible for their first long-term incentive awards the following February.

Securities Trading Policy

We have a policy that prohibits all employees from trading in Boeing securities while aware of material nonpublic information, and that further prohibits executive officers and directors from trading in “puts” and “calls” and engaging in short sales of, or hedging, pledging or monetization transactions (such as zero-cost collars) involving Boeing securities. This policy is described in our Corporate Governance Principles, which may be viewed in the corporate governance section of our website at www.boeing.com/company/general-info/corporate-governance.page.

Clawback Policy

We will require reimbursement of any incentive payments to a senior executive if the Board determines that the executive engaged in intentional misconduct that caused or substantially caused the need for a substantial restatement of financial results and a lower payment would have been made to the executive based on the restated financial results. In addition, even absent a financial restatement, the Compensation Committee may recoup incentive compensation from any executive officer or any other executive who has engaged in fraud, bribery or illegal acts like

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

fraud or bribery, or knowingly failed to report such acts of an employee over whom such officer had direct supervisory responsibility. The Compensation Committee also may recoup incentive compensation from any executive who has violated, or engaged in negligent conduct in connection with the supervision of someone who violated, any Company policy, law or regulation that has compromised the safety of the Company’s products or services and has (or could reasonably be expected to have) a material adverse effect on the Company. The Compensation Committee has the flexibility under this policy to direct the Company to publicly disclose any recoupment made pursuant to the policy. This policy is described in our Corporate Governance Principles, which may be viewed in the corporate governance section of our website at www.boeing.com/company/general-info/corporate-governance.page.

In addition, our 2003 Incentive Stock Plan, annual incentive plan and executive nonqualified retirement plans provide that certain compensation payable under the plans may be forfeited or recovered in the event an award recipient engages in various types of conduct deemed detrimental to the Company’s interest, including theft or fraud against the Company and engaging in competition with the Company.

Tax Gross-Ups

We do not provide tax gross-ups to executives other than for certain relocation expenses, in accordance with our standard relocation policies.

Accounting Implications

The Compensation Committee considers the accounting impact reflected in our financial statements when establishing the amount and forms of long-term and equity compensation. The forms of long-term compensation selected are intended to be cost-efficient.

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

Our TSR-linked PBRSUs were accounted for under the same treatment as described above; none of these awards currently remain outstanding following conclusion of the 2020-2022 performance period. The estimated payout amount of performance awards, along with any changes in that estimate, was recognized over the performance period under “liability” accounting. Our ultimate expense equaled the value earned by/paid to the executives and, accordingly, was not determinable until the end of the three-year performance period. Following conclusion of the 2020-2022 performance period, no performance awards remain outstanding.

Compensation Committee Report

 

Management has prepared the Compensation Discussion and Analysis, beginning on page 36. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

 

  

Compensation Committee

 

Lynn J. Good, Chair

David L. Joyce

Steven M. Mollenkopf

Ronald A. Williams

 

Compensation Committee Interlocks and Insider Participation

 

No member of the Compensation Committee during 2022 had a relationship that requires disclosure as a Compensation Committee interlock.

 

 

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COMPENSATION DISCUSSION AND ANALYSIS

 

Compensation and Risk

 

We believe that our compensation programs create appropriate incentives to drive sustained, long-term increase in shareholder value. These programs have been designed and administered in a manner that discourages undue risk-taking by employees. Relevant features of these programs include:

 

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

 

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

 

The use of multiple financial metrics at the total Company and business unit levels, 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 successful business execution and risk mitigation (including safety, quality, climate and equity, diversity and inclusion);

 

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

 

A robust clawback policy permitting the recoupment of past incentive pay from executive officers in the event of certain types of misconduct and negligent conduct, even absent a restatement of financial results, including where such conduct 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;

 

No employment agreements with executive officers (except where required by non-U.S. local 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, and a holding requirement for our CEO, each monitored by the Compensation Committee, to ensure alignment with shareholder interests over the long term;

 

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

 

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.

In light of these features, we conclude that the risks arising from our executive and employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company. As part of our ongoing process of evaluating our compensation program design for unintended or inappropriate levels of risk, the Compensation Committee engaged Pay Governance to conduct an independent assessment of the risk in our compensation design for 2022. Through this assessment, Pay Governance reviewed our annual and long-term incentive design and determined that our program design would not encourage inappropriate risk taking. The findings of this review were discussed with management and presented to the Compensation Committee in February 2022. Pay Governance conducted a similar review of our annual and long-term incentive program design for 2023, and presented its conclusion to the Compensation Committee in February 2023 that our plans do not encourage inappropriate risk taking.

 

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COMPENSATION OF EXECUTIVE OFFICERS

Summary Compensation Table

 

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

 

  Name and
  Principal Position
  Year    

Salary

($)(1)

   

Bonus

($)

   

Stock

Awards
($)(2)

   

Option

Awards
($)(3)

    Non-Equity
Incentive Plan
Compensation
($)(4)
   

Change in
Pension

Value and
Nonqualified
Deferred
Compensation
Earnings ($)(5)

    All Other
Compensation
($)(6)
    Total ($)  

David L. Calhoun

    2022       1,400,000             8,500,000       8,500,000       3,418,800             661,596       22,480,396    

President and Chief Executive Officer

   

2021

2020

 

 

   

1,400,000

269,231

 

 

   


 

 

   

8,000,000

20,515,106

 

 

   

8,000,000

 

 

   

3,381,840

 

 

   


 

 

   

311,765

289,715

 

 

   

21,093,605  

21,074,052  

 

 

Brian J. West

    2022       1,000,000             3,000,000       3,000,000       1,343,100             292,941       8,636,041    

Executive Vice President and Chief Financial Officer

    2021       307,692       750,000       3,000,000       3,000,000       433,569             84,359       7,575,620    

Leanne G. Caret

    2022       1,000,000             2,375,000       2,375,000       554,510             315,569       6,620,079    

Former Executive Vice President, President and Chief Executive Officer, Defense, Space & Security

   

2021

2020

 

 

   

1,000,000

1,000,000

 

 

   


 

 

   

2,000,000

1,845,055

 

 

   

2,000,000

 

 

   

1,098,900

898,700

 

 

   


626,749

 

 

   

167,986

146,654

 

 

   

6,266,886  

4,517,158  

 

 

Theodore Colbert III

    2022       966,154             2,000,000       2,000,000       899,863             335,728       6,201,745    

Executive Vice President, President and Chief Executive Officer, Defense, Space & Security

    2021       875,000             1,750,000       1,750,000       1,196,528             150,540       5,722,068    

Stanley A. Deal

    2022       1,100,000             2,800,000       2,800,000       1,740,000             315,704       8,755,704    

Executive Vice President, President and Chief Executive Officer, Commercial Airplanes

   

2021

2020

 

 

   

1,100,000

1,080,769

 

 

   


 

 

   

2,350,000

2,193,650

 

 

   

2,350,000

 

 

   

1,287,440

675,740

 

 

   


789,513

 

 

   

253,526

781,854

 

 

   

7,340,966  

5,521,526  

 

 

Brett C. Gerry

    2022       890,000             2,000,000       2,000,000       1,048,950             237,598       6,176,548    

Executive Vice President, Global Compliance and Chief Legal Officer

                                                                       

 

(1)

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

 

(2)

Amounts reflect the grant date fair value of RSUs granted in the year computed in accordance with FASB ASC Topic 718. These amounts are not paid to or realized by the executive. The grant date fair value of each RSU award in 2022 is set forth in the 2022 Grants of Plan-Based Awards table on page 57.

 

(3)

Amounts reflect the grant date fair value of stock options granted in the year computed in accordance with FASB ASC Topic 718. These amounts are not paid to or realized by the executive. Assumptions used in the calculation of these values are included in Note 17 to our audited financial statements including in our Annual Report on Form 10-K for the year ended December 31, 2022. The grant date fair value of each stock option award in 2022 and additional details are set forth in the 2022 Grants of Plan-Based Awards table on page 57.

 

(4)

Amounts reflect annual incentive compensation, which is based on total Company, business unit and individual performance, including amounts deferred under our deferred compensation plan. For each of 2022, 2021 and 2020, there were zero payouts of long-term cash-denominated performance awards for the three-year performance period that ended in the relevant year. The target and maximum amounts for annual incentive awards for 2022 are reflected in the 2022 Grants of Plan-Based Awards table on page 57.

 

(5)

No defined benefits have accrued since the end of 2015. Amounts for 2020 reflect aggregate increases in the actuarial present value of the executive’s accumulated benefits under all pension plans during that year. These amounts were determined using interest rate and mortality rate assumptions consistent with those used in our audited financial statements. The degree of change in the present value depends on the age of the executive, when the benefit payments begin and how long the benefits are expected to last. The interest rate used for determining our audited financial statements can fluctuate significantly, which can result in significant year-to-year changes in the present value of accumulated benefits. An executive’s actual pension value is determined at the time of benefit commencement under the terms of the applicable plan. Additional information regarding our pension plans is set forth under “2022 Pension Benefits” beginning on page 61. None of the NEOs received any earnings on their deferred compensation based on above-market or preferential rates.

 

 

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COMPENSATION OF EXECUTIVE OFFICERS

 

(6)

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

 

  Name    Perquisites and
Other Personal
Benefits ($)(a)
    

Life Insurance

Premiums
($)

     Company
Contributions to
Retirement
Plans ($)
    

Total All Other

Compensation
($)

 
  David L. Calhoun      253,087        3,780        404,729        661,596  
  Brian J. West      139,891        2,700        150,350        292,941  
  Leanne G. Caret      115,946        2,700        196,923        315,569  
  Theodore Colbert III      25,916        2,621        307,191        335,728  
  Stanley A. Deal      90,613        2,970        222,121        315,704  
  Brett C. Gerry      58,006        2,408        177,184        237,598  

 

  (a)

Perquisites and other personal benefits provided to one or more of our NEOs in 2022 consisted of the following: (a) for Messrs. Calhoun, West, Colbert, Deal and Gerry, use of Company aircraft for personal travel, including to attend outside board meetings; (b) for Messrs. Calhoun, West and Deal, personal use of ground transportation services; (c) for Messrs. Calhoun and Colbert and Ms. Caret, financial management services; (d) for Mr. West and Ms. Caret, charitable gift matching; (e) for Messrs. West, Colbert and Gerry, annual physicals; (f) for Messrs. Colbert and Gerry, concierge health services; (g) for Mr. Calhoun, tickets to sporting events; (h) for Mr. Deal, relocation assistance; (i) for Ms. Caret, outplacement and transition services; (j) for Messrs. Calhoun, West, Colbert and Deal and Ms. Caret, gifts; and (k) for all NEOs, tax preparation services. We determine the incremental cost to us for these benefits based on the actual costs or charges incurred. The incremental cost to us for use of Company aircraft equals the variable operating cost, including the cost of fuel, trip-related maintenance, crew travel expenses, on-board meals, landing fees and parking costs. Year over year costs per statute mile increased by 15% in 2022. Since our aircraft are used predominantly for business travel, the calculation does not include costs that do not change based on usage, such as pilots’ salaries, aircraft acquisition costs and the cost of maintenance not related to trips. The cost of any category of the listed perquisites and other personal benefits did not exceed the greater of $25,000 or 10% of total perquisites and other personal benefits for any NEO, except as follows: (i) for Mr. Calhoun, $238,782 for use of the Company aircraft; (ii) for Mr. West, $81,313 for use of Company aircraft and $31,000 in charitable gift matching donations; (iii) for Ms. Caret, $28,200 in charitable gift matching and $55,500 in outplacement and transition services in connection with her retirement at the end of 2022; (iv) for Mr. Deal, $63,409 for the use of Company aircraft; and (v) for Mr. Gerry, $39,365 for use of the Company aircraft.

2022 Grants of Plan-Based Awards

 

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

 

  Name    Type of Award    Grant
Date
    

Committee
Action

Date(1)

     Estimated Future
Payouts Under Non-Equity

Incentive Plan
Awards(2)
    

All Other
Stock Awards:
Number of
Shares of
Stock or Units

(#)

    

All Other
Option
Awards:
Number of
Securities
Underlying
Options

(#)

     Exercise
Price of
Option
Awards(3)
($/sh)
    

Grant Date
Fair Value
of Stock
and Option
Awards

($)

 
  

Target

($)

    

Maximum

($)

 

David L. Calhoun

   Annual Incentive                    2,800,000        5,600,000                              
   RSUs      02/16/2022        02/16/2022              39,084              8,500,000  
   Stock Options      02/16/2022        02/16/2022                 102,360        260.98        8,500,000  

Brian J. West

   Annual Incentive                    1,100,000        2,200,000              
   RSUs      02/16/2022        02/15/2022              13,794              3,000,000  
   Stock Options      02/16/2022        02/15/2022                 36,127        260.98        3,000,000  

Leanne G. Caret

   Annual Incentive                    1,100,000        2,200,000                              
   RSUs      02/16/2022        02/15/2022              10,921              2,375,000  
   Stock Options      02/16/2022        02/15/2022                 28,600        260.98        2,375,000  

Theodore Colbert III

   Annual Incentive                    1,000,000        2,000,000              
   RSUs      02/16/2022        02/15/2022              9,196              2,000,000  
   Stock Options      02/16/2022        02/15/2022                 24,084        260.98        2,000,000  

Stanley A. Deal

   Annual Incentive                    1,500,000        3,000,000                              
   RSUs      02/16/2022        02/15/2022              12,875              2,800,000  
   Stock Options      02/16/2022        02/15/2022                 33,718        260.98        2,800,000  

Brett C. Gerry

   Annual Incentive                    900,000        1,800,000              
   RSUs      02/16/2022