Boeing Co DEF 14A, filed Mar 6, 2026

Boeing Co (BA)

DEF 14A 2026-03-06 For: 2026-04-17

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Added on June 12, 2026

About this DEF 14A

Boeing Co filed this DEF 14A on March 6, 2026.

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PROXY SUMMARY			1
Voting Recommendations of the Board			1
Director Nominees			1
Governance Highlights			2
Executive Compensation Highlights			3
Spotlight on Culture Transformation			4

ELECTION OF DIRECTORS (ITEM 1)			5
Director Qualification Criteria			5
Board Refreshment			6
Director Nominees			6

CORPORATE GOVERNANCE			20
Leadership Structure			20
Director Independence			20
Shareholder Engagement			21
Board Committees			22
Meeting Attendance			27
Key Areas of Board Oversight			27
Safety and Quality			27
Risk			29
Human Capital Management			31
Cybersecurity			34
Environmental Risks/Sustainability			35
Political Advocacy			35
Outside the Boardroom			36
Board and Director Evaluations			37
Director Retirement Policy			38
Communication with the Board			38
Codes of Conduct			38
Related-Person Transactions			39

COMPENSATION OF DIRECTORS			41
Components of Director Compensation			41
Director Stock Ownership Requirements			43
Independent Compensation Consultant			43

APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION (ITEM 2)			44

COMPENSATION COMMITTEE REPORT			46

COMPENSATION DISCUSSION AND ANALYSIS			47
Executive Summary			48


Determination of Executive Compensation			51
2025 Executive Compensation Structure			53
Early 2026 Changes to Our Program			58
Other Program Features and Policies			58
Compensation Committee Interlocks and Insider Participation			62
Compensation and Risk			62

COMPENSATION OF EXECUTIVE OFFICERS			64
Summary Compensation Table			64
2025 Grants of Plan-Based Awards			65
Outstanding Equity Awards at 2025 Fiscal Year-End			67
Option Exercises and Stock Vested			68
2025 Pension Benefits			69
2025 Nonqualified Deferred Compensation			70
Potential Payments upon Termination			71
Pay Ratio			73
Pay Versus Performance			74

RATIFY THE APPOINTMENT OF INDEPENDENT AUDITOR (ITEM 3)			77
Independent Auditor Fees			77
Audit Committee Report			78

STOCK OWNERSHIP INFORMATION			79
Directors, Director Nominees and Executive Officers			79
Principal Shareholders			80

SHAREHOLDER PROPOSALS (ITEMS 4-5)			81
Shareholder Proposal – Board Committee on Disability Access (Item 4)			81
Shareholder Proposal – Action by Written Consent (Item 5)			83

ANNUAL MEETING INFORMATION			87
Attending the Virtual Annual Meeting			87
Frequently Asked Questions			87
2027 Annual Meeting			91

ADDITIONAL INFORMATION			92

APPENDIX A: RECONCILIATION OF NON-GAAP FINANCIAL MEASURES			A-1


Item		Recommendation	Page

1.	Elect 12 directors	FOR	5

2.	Approve, on an advisory basis, named executive officer compensation	FOR	44

3.	Ratify the appointment of Deloitte & Touche LLP as independent auditor for 2026	FOR	77

4.	Shareholder proposal — Board committee on disability access	AGAINST	81

5.	Shareholder proposal — Action by written consent	AGAINST	83


Name	Director Since	Independent	Professional Background	Engineering Degree	Board Committees

Robert A. Bradway	2016	✓	Chairman & CEO, Amgen		Comp., GPP

Mortimer “Tim” J. Buckley	2025	✓	Former Chairman & CEO, Vanguard		Finance, GPP

Lynne M. Doughtie	2021	✓	Former U.S. Chairman & CEO, KPMG		Audit, Comp.

David L. Gitlin	2022	✓	Chairman & CEO, Carrier Global		ASC, Audit

Lynn J. Good	2015	✓	Former Chair & CEO, Duke Energy		Audit, Comp.

Stayce D. Harris	2021	✓	Retired United Airlines Pilot; Retired Lt. Gen. and Former Inspector General, U.S. Air Force	✓	ASC, GPP, SP

Akhil Johri	2020	✓	Former EVP & CFO, United Technologies		Audit, Finance

David L. Joyce	2021	✓	Former President & CEO, GE Aviation; Former Vice Chair, General Electric	✓	ASC, GPP, SP

Steven M. Mollenkopf*	2020	✓	Former CEO, Qualcomm	✓	Comp., GPP, SP

Robert Kelly Ortberg	2024		President & CEO, Boeing	✓	—

John M. Richardson	2019	✓	31st Chief of Naval Operations; Former Director of Naval Nuclear Propulsion Program, U.S. Navy	✓	ASC, Finance, SP

Bradley D. Tilden	2025	✓	Former Chairman, President & CEO, Alaska Air Group		ASC, Finance



Board Structure and Independence		✓ Independent Board Chair required by By-Laws and Corporate Governance Principles ✓ Average director nominee tenure of approximately five years ✓ Highly experienced group of Board nominees with 83% of the director nominees joining the Board after the 2019 annual meeting ✓ 11 of 12 director nominees, and all committee members, are independent ✓ Executive sessions of independent directors held after every regular 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, financial, operational and compliance risks, with a strong focus on risks related to safety and quality, development programs, succession planning, human capital, cybersecurity (including artificial intelligence) and sustainability ✓ Broad experience across aerospace, safety and quality, engineering, complex manufacturing, digital technologies and cybersecurity, risk oversight, audit, supply chain management, sustainability and finance ✓ Regular visits to Boeing production sites by each director



Corporate Governance Practices		✓ Ongoing shareholder engagement, including director participation throughout the year by the independent Board Chair, Aerospace Safety Committee Chair and/or Compensation Committee Chair, with actions taken in response to such feedback ✓ Comprehensive annual evaluations of the Board, each of the committees, and individual directors, led by the independent Board Chair and Governance & Public Policy Committee Chair ✓ Robust Board refreshment process focused on a variety of expertise, tenure and perspectives relevant to the company’s evolving priorities and risks ✓ Limits on director service on outside boards ✓ Average aggregate meeting attendance exceeded 96% in 2025 ✓ Directors retainer stock units are not distributed as shares of Boeing common stock until after termination of Board service ✓ Mandatory director retirement policy ✓ Board and committees may hire outside advisors independently of management ✓ Detailed disclosures in comprehensive Global Sustainability Report, on matters relating to safety and quality, people and culture, and sustainability and resilience ✓ Transparent updates via our Safety & Quality website, featuring meaningful examples with real business impact that demonstrate how we are investing in workforce training, simplifying plans and processes and eliminating defects, all with the goal of elevating our safety and quality culture ✓ Comprehensive Advocacy Report highlighting advocacy priorities, lobbying efforts, global advocacy, trade association contributions of $25,000 or more, The Boeing Political Action Committee contributions and oversight ✓ Codes of conduct for all employees and directors ✓ Code of Basic Working Conditions and Human Rights



Shareholder Rights		✓ Shareholder right to call special meetings (25% or more of Boeing’s shares) ✓ Annual elections of directors ✓ Proxy access right for shareholders seeking to nominate directors ✓ Multiple means for shareholders to communicate directly with the independent Board Chair, the nonemployee directors as a group, or the Audit Committee ✓ Majority voting for all directors in an uncontested election and resignation policy for any director who fails to receive a majority vote ✓ No supermajority voting requirements ✓ No poison pill and any future poison pill must be submitted to shareholders for approval


Chairman and CEO, Amgen Inc.	Robert A. Bradway Boeing director since: 2016 Committees: • Governance & Public Policy (Chair) • Compensation Independent: Yes Age: 63	Other current public directorships: • Amgen Inc.
	Professional highlights: • Chairman and CEO, Amgen Inc. (Chairman 2013-present; CEO 2012-present) • President and COO, Amgen Inc. (2010-2012) • Executive Vice President and CFO, Amgen Inc. (2007-2010)


Former Chairman and CEO, The Vanguard Group	Mortimer “Tim” J. Buckley Boeing director since: 2025 Committees: • Finance • Governance & Public Policy Independent: Yes Age: 56	Other current public directorships: • Pfizer, Inc. Prior registered investment company directorships in past five years: • The Vanguard Group
	Professional highlights: • Chairman and CEO, The Vanguard Group (Chairman 2019-2024; CEO 2018-2024; President 2017-2024) • Chief Investment Officer, The Vanguard Group (2013-2017) • Head of the Retail Investor Group, The Vanguard Group (2006-2012) • Chief Information Officer, The Vanguard Group (2001-2006)


Former U.S. Chairman and CEO, KPMG	Lynne M. Doughtie Boeing director since: 2021 Committees: • Audit (Chair) • Compensation Independent: Yes Age: 63	Other current public directorships: • McKesson Corporation • Workday, Inc.
	Professional highlights: • U.S. Chairman and CEO, KPMG (2015-2020) • Vice Chair of Advisory Practice, KPMG (2011-2015)


Former Chair and CEO, Duke Energy Corporation	Lynn J. Good Boeing director since: 2015 Committees: • Compensation (Chair) • Audit Independent: Yes Age: 66	Other current public directorships: • Morgan Stanley Prior public directorships in past five years: • Duke Energy Corporation
	Professional highlights: • Chair and CEO, Duke Energy Corporation (Chair 2016-2025; CEO 2013-2025) • President, Duke Energy Corporation (2013-2024) • Vice Chair, Duke Energy Corporation (2013-2016) • Executive Vice President and CFO, Duke Energy Corporation (2009-2013)


Former President and CEO, GE Aviation; Former Vice Chair, General Electric Company	David L. Joyce Boeing director since: 2021 Committees: • Aerospace Safety (Chair) • Governance & Public Policy • Special Programs Independent: Yes Age: 69	Other current public directorships: • None
	Professional highlights: • Senior Advisor, AE Industrial Partners, LP (2023-present) • Chairman, AE Industrial Partners HorizonX (2023-present) • Non-Executive Chair, GE Aviation (2020) • President and CEO, GE Aviation (2008-2020) • Vice Chair, General Electric Company (2016-2020)


President and CEO, The Boeing Company	Robert Kelly Ortberg Boeing director since: 2024 Committees: None Independent: No Age: 65	Other current public directorships: • Aptiv PLC Prior public directorships in past five years: • RTX Corporation
	Professional highlights: • President and CEO, The Boeing Company (2024-present) • Special Advisor to the Office of the CEO, RTX Corporation (2020-2021) • CEO, Collins Aerospace (2018-2020) • Chairman, President and CEO, Rockwell Collins, Inc. (Chairman, President and CEO 2015-2018; President and CEO 2013-2015; President 2012-2013) • EVP, COO of Government Systems, Rockwell Collins, Inc. (2010-2012) • EVP, COO of Commercial Systems, Rockwell Collins, Inc. (2006-2010)


31^st Chief of Naval Operations; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy	John M. Richardson Boeing director since: 2019 Committees: • Special Programs (Chair) • Aerospace Safety • Finance Independent: Yes Age: 65	Other current public directorships: • BWX Technologies, Inc. • Constellation Energy Corporation Prior public directorships in past five years: • The Exelon Corporation
	Professional highlights: • 31st Chief of Naval Operations, U.S. Navy (2015-2019) • Director of the Naval Nuclear Propulsion Program, U.S. Navy (2012-2015)



Fall Engagement				Proxy Statement

Solicit and receive feedback from shareholders on governance practices and trends, Board composition and refreshment, safety and quality, executive compensation, risk oversight, human capital management, culture and other shareholder priorities; share updates with shareholders				Review shareholder feedback and revise governance practices, executive compensation program, human capital management practices or other programs and policies, as appropriate, and discuss changes and enhance disclosures with information gathered from shareholders in our proxy statement



Annual Meeting				Spring Engagement

Receive and publish voting results from the annual meeting, which help determine focus areas for our fall shareholder engagements; CEO and Board available to answer appropriate shareholder questions at the annual meeting				Engage in additional outreach with shareholders to provide updates on changes made in response to shareholder feedback and to address management and Rule 14a-8 shareholder proposals, as well as other topics of interest



Total Contacted

~46% of outstanding shares				~68% of shares held by institutional investors



Total Engaged

~42% of outstanding shares				~62% of shares held by institutional investors


*Percentages calculated based on shares outstanding as of December 31, 2025.

~100 additional shareholder meetings in 2025 among the CEO, CFO and/or business unit CEOs in one-on-one or small group meetings		In addition to the governance-focused engagements described above, our senior management and investor relations team participate in numerous meetings with shareholders throughout the year to discuss our business, operational and financial performance, strategic priorities and other topics of interest. These meetings include in-person, telephone and webcast engagements, as well as investor conferences and tours of Boeing facilities.
		We also use multiple communication channels to interact with our retail shareholders, such as our annual report, press releases, filings with the SEC, website and various social media outlets, as well as through a variety of publications including our Global Sustainability, Chief Aerospace Safety Officer, and Advocacy reports. In addition, we provide multiple channels on our website for shareholders to raise concerns directly with members of our Board and/or management.


	Independent Director	Aerospace Safety Committee	Audit Committee	Compensation Committee	Finance Committee	GPP Committee	Special Programs Committee

Committee Independence	—	100%	100%	100%	100%	100%	100%

Number of Meetings in 2025	—	16	11	8	7	6	3

Robert A. Bradway	✓	—	—		—		—

Mortimer J. Buckley	✓	—	—	—			—

Lynne M. Doughtie	✓	—			—	—	—

David L. Gitlin	✓			—	—	—	—

Lynn J. Good	✓	—			—	—	—

Stayce D. Harris	✓		—	—	—

Akhil Johri	✓	—		—		—	—

David L. Joyce	✓		—	—	—

Steven M. Mollenkopf	✓	—	—		—

Robert K. Ortberg	—	—	—	—	—	—	—

John M. Richardson	✓		—	—		—

Bradley D. Tilden	✓		—	—		—	—


Independent Board Chair		Audit Committee Financial Expert		Committee Chair		Member


		Formal Board Evaluation

		The formal, multi-step annual evaluation process is overseen by the GPP Committee, and each director has the opportunity to provide feedback on the effectiveness of the Board, its committees and individual directors, with the objective of identifying areas of strength as well as areas for improvement. This multi-step evaluation process generates robust discussion among the Board, and these evaluations have led to new and evolved practices designed to increase Board effectiveness and efficiency. The key steps of the process are as follows:

		1. Annual Self-Assessment Questionnaires and Evaluation by each Director
		• Forms of written questionnaires containing open-ended questions to solicit candid feedback are first reviewed in the fall Board meeting ahead of formal Board 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 and each committee’s governance practices
		• Questionnaires distributed to each director to facilitate wide-ranging Board and committee discussions in executive session led by the Board Chair or relevant committee chair, with opportunities for discussions between individual directors and the Board Chair, committee chairs and/or the Corporate Secretary

		Topics covered by these evaluations included:
		• Board’s oversight of our strategy and long-range business plan • Board and committee size, structure, process and substance • Board’s focus on competitive, financial, operational, cultural or other challenges facing the Company • Communication with management and the effectiveness of management’s relationship with the Board		• Quality of deliberations • Scope and quality of meeting materials • Frequency and breadth of executive sessions • Crisis preparedness protocol • Skills and qualifications of individual directors and the Board as a whole, and director refreshment practices • Board’s oversight of key strategic, operational, safety and compliance risks • Areas for improvement


		2. One-on-One Discussions between Board Chair and Each Committee Chair
		• 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


		3. Evaluation of Each Director
		Board Chair and GPP Committee Chair evaluate each director’s contributions and whether they continue to possess the judgment, skills, experience and commitment to be nominated for re-election

		Key factors considered include:
		• Achieving the right mix of long-, medium- and short-term tenures to support orderly board succession • Prioritizing a range of complementary skills, expertise, professional and personal backgrounds, and perspectives to ensure a dynamic and future-proof Board		• Assessing whether outside directors are sufficiently independently minded in dealing with company issues • Evaluating director time commitment, including external board memberships, overboarding risks and potential conflicts of interest



		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
		• Constructively share the results of the individual evaluations, as appropriate
		• Solicit the director’s suggestions/thoughts on Board and committee effectiveness and practices
		• Discuss the director’s assessment of the company’s strategy, performance, management team and leadership succession/dynamics
		• Address any other issues the director wishes to discuss


		5. Feedback Incorporated
		• Board Chair shares a summary of the results of these discussions with the full Board at the next Board meeting
		• GPP Committee reviews any recommended actions by the Board Chair and GPP Committee Chair with respect to the nomination of existing directors

		Recent enhancements informed by evaluation feedback and ongoing discussions:
		• Continued Board refreshment in 2025, adding Mr. Tilden, who brings to the Board a distinct customer perspective given his leadership in the airline industry and more than three decades of experience in aviation, safety management systems and finance. • Continued Board interactions with senior management and emerging talent, both formally and informally, to strengthen relationships and support the Board’s talent and succession planning responsibilities		• Enhanced discussions on areas of emerging risk at Board and committee meetings, including in-depth reviews of key topics such as risks arising from the macroeconomic environment, human capital management, and technology and cybersecurity risks, including those related to artificial intelligence

		Ongoing Feedback
		While the formal self-evaluation is conducted on an annual basis, spanning over three board meetings (October, December and the following February), directors share perspectives, feedback and suggestions year-round and have continuous open access to management and third-party advisors. Additionally, executive sessions of independent directors (without management) are scheduled for every regular Board and committee meeting to identify any issues.



✓		No Fees for Board or Committee Meeting Attendance: Meeting attendance is an expected part of Board service.

✓		Emphasis on Stock-Based Compensation: There is an emphasis on stock-based compensation in the overall compensation mix to align directors’ interests with those of our shareholders.

✓		Recognition of Special Roles: Special roles (such as independent Board Chair and committee chairs) are fairly compensated for their additional time commitments.

✓		Retainer Stock Units Distributed Only After Termination of Service: Retainer stock units granted to directors are distributed as shares of Boeing common stock after termination of Board service, further aligning directors’ interests with the long-term interests of our shareholders.

✓		Robust Stock Ownership Guidelines: Nonemployee directors with more than three years of Board service are required to own Boeing securities with a value of at least three times the annual cash retainer fee, and directors with more than six years of Board service are required to own Boeing securities with a value of at least five times the annual cash retainer fee.

✓		Limited Perquisites and No Related Tax Gross-Ups: Other benefits, such as matching charitable contributions, are limited.


Director	Fees Earned or Paid in Cash ($)⁽¹⁾		Stock Awards ($)⁽²⁾			All Other Compensation ($)⁽³⁾		Total ($)
Robert A. Bradway⁽⁴⁾		155,000		200,000			31,000		386,000
Mortimer J. Buckley		135,000		200,000			0		335,000
Lynne M. Doughtie⁽⁵⁾		160,000		200,000			31,000		391,000
David L. Gitlin		135,000		200,000			31,000		366,000
Lynn J. Good⁽⁶⁾		155,000		200,000			31,000		386,000
Stayce D. Harris		135,000		200,000			31,000		366,000
Akhil Johri⁽⁷⁾		155,000		200,000			31,000		386,000
David L. Joyce⁽⁸⁾		185,000		200,000			31,000		416,000
Steven M. Mollenkopf⁽⁹⁾		385,000		200,000			29,500		614,500
John M. Richardson⁽¹⁰⁾		150,000		200,000			31,000		381,000
Sabrina Soussan⁽¹¹⁾		42,651		63,187			0		105,838
Bradley D. Tilden		10,639		0	⁽¹²⁾		31,000		41,639


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


Our 2025 Named Executive Officers

		Robert Kelly Ortberg President and Chief Executive Officer

		Jesus Malave, Jr. Executive Vice President and Chief Financial Officer

		Stephanie F. Pope Executive Vice President; President and Chief Executive Officer, Boeing Commercial Airplanes

		Brett C. Gerry Chief Legal Officer and Executive Vice President, Global Compliance

		Jeffrey S. Shockey Executive Vice President of Government Operations, Global Public Policy & Corporate Strategy

		Brian J. West Former Executive Vice President and Chief Financial Officer


CD&A Roadmap

Executive Summary			48

• Overview of 2025 Financial and Operational Performance

• Our CEO’s 2025 Compensation

• Leadership Changes in 2025

• How Our Pay Programs Drive Product Safety

• How We Align Pay to Shareholder Interests

Determination of Executive Compensation			51

• Role of Board, Management and Consultant

• Shareholder Engagement on Executive Compensation

• When Decisions Are Made

• NEO Individual Performance Assessment Process

• Independent Compensation Consultant

• Market Data and Compensation Peer Group

2025 Executive Compensation Structure			53

• Target Total Direct Compensation

• Base Salary

• Annual Incentive Plan

• Long-Term Incentive Program

Early 2026 Changes to Our Program			58

Other Program Features and Policies			58

• Retirement Benefits

• Perquisites and Other Executive Benefits

• Severance Benefits

• Executive Stock Ownership and Stock Holding Requirements

• Equity Granting Policies and Practices

• Insider Trading Policy

• Clawback Policy

• Tax Gross-Ups

• Accounting Implications

Compensation Committee Interlocks and Insider Participation			62

Compensation and Risk			62



Pay for Performance		A significant portion of pay for senior leaders is performance-contingent, variable and directly linked to individual and company performance, including financial and operational performance that drives the creation of long-term shareholder value. Leaders are held accountable for business outcomes.

Commitment to Values and Behaviors		Individual executives are assessed not only on their business outcomes but their commitment to our values of safety and quality, trust, people focus, ownership and innovation, as demonstrated through behaviors that reinforce those values. Our annual incentive plan incorporates specific and measurable goals relating to safety and quality. Pay is subject to clawback, including in the event of certain types of misconduct or negligent conduct, particularly where such behavior compromises the safety of our products or services.

Market-Driven Competitive Pay		Pay is benchmarked against market data and our 19-member peer group as a starting point, with flexibility to adjust compensation elements based on a range of factors, including job requirements, internal pay data, business needs, unique market considerations and the executive’s experience, qualifications and performance, to attract and retain critical talent.



Long-Term Focus		Pay is heavily weighted toward long-term stock-based components reflecting the length of our business cycle, driving focus on strategic long-term priorities. Annual and short-term incentives are designed within the construct of multi-year business plans.

Risk Reduction and Mitigation		Compensation programs are carefully structured to incentivize strong performance without creating undue risk or an environment where short-term goals take precedence over long-term sustainable growth.



WHAT WE DO		WHAT WE DON’T DO

	Significant portion of executive officer pay is variable and linked to company and individual performance Emphasis on long-term stock-based compensation, driving focus on strategic long-term priorities Rigorous stock ownership requirements Robust clawback policy covering certain types of misconduct or negligent conduct that compromises the safety of our products or services Active engagement with shareholders and an annual shareholder say on pay vote Independent compensation consultant reports directly to Compensation Committee Compensation Committee and independent compensation consultant review programs for sound risk management		No performance-based incentive payouts if performance levels are not achieved No uncapped incentive award payouts No tax gross-ups, other than for certain relocation expenses No excessive perquisites No employment agreements or contracts (except where required by non-U.S. law) No change in control arrangements No pledging or hedging of Boeing stock by executives or directors No re-pricing of stock options without shareholder approval


2025 COMPENSATION PEERS

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


	FIXED	VARIABLE
Named Executive Officer	Base Salary ($)¹	Annual Incentive Target²		Long-Term Incentive Target ($)	2025 Target Total Direct Compensation ($)
Named Executive Officer	Base Salary ($)¹	(% of Base Salary)	($)	Long-Term Incentive Target ($)	2025 Target Total Direct Compensation ($)

Robert K. Ortberg	1,500,000	200%	3,000,000	17,500,000	22,000,000

Jesus Malave, Jr.	1,050,000	120%	1,260,000	N/A	2,310,000

Stephanie F. Pope	1,200,000	167%	2,004,000	10,000,000	13,204,000

Brett C. Gerry	960,000	100%	960,000	4,500,000	6,420,000

Jeffrey S. Shockey	760,000	90%	684,000	2,500,000	3,944,000

Brian J. West	1,040,000	110%	1,144,000	6,000,000	8,184,000


	NEW HIRE AWARDS
Named Executive Officer	Cash Awards ($)	Equity Awards ($)	2025 Total New Hire Awards ($)

Jesus Malave, Jr.	8,500,000	9,500,000	18,000,000

Jeffrey S. Shockey	—	2,500,000	2,500,000


Free Cash Flow¹ drivers	Core Earnings/(Loss) Per Share² drivers	Revenue drivers
• First-time quality and safety • On-time delivery • Disciplined asset inventory and cash management • Disciplined investments in productivity and innovation	• First-time quality and safety • On-time delivery • Continued innovation • Operating cost management and achievement of productivity targets	• First-time quality and safety • On-time delivery



Named Executive Officer	Target($)		One Company Score		Individual Performance Score		Payout ($)
Robert K. Ortberg		3,000,000		131%		100%		3,930,000
Jesus Malave, Jr.		1,260,000¹		131%		100%		1,650,600
Stephanie F. Pope		2,004,000		131%		100%		2,625,240
Brett C. Gerry		960,000		131%		100%		1,257,600
Jeffrey S. Shockey		582,805²		131%		100%		763,475
Brian J. West		1,144,000		131%		100%		1,498,640


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



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

✓		Incorporation of an individual performance assessment for executives in the annual incentive calculation, thereby enabling the Compensation Committee to direct a reduced or zero payout to any executive in any year, including if the executive is deemed to have sufficiently poor performance, is found to have engaged in activities or misconduct that pose a financial, operational or other undue risk to the company, or otherwise fails to adhere to our core Values and Behaviors;

✓		Consultation between the Compensation Committee and Aerospace Safety Committee on appropriate safety-related metrics for incentive programs and individual performance assessments for our executive officers;

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

✓		Incorporation of operational performance alongside financial performance into our annual incentive plan design to drive improvements in areas critical to safety and execution;

✓		A robust clawback policy permitting the recoupment of past incentive pay from executive officers in the event of instances of misconduct, even absent a restatement of financial results, including misconduct that has compromised the safety of our products or services, and forfeiture of incentive awards and certain other compensation in the event the executive engages in various types of conduct deemed detrimental to the company’s interests, including theft or fraud against the company and engaging in competition with the company;