Boeing Co DEF 14A, filed Mar 3, 2023

Boeing Co (BA)

DEF 14A 2023-03-03

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Added on June 12, 2026

About this DEF 14A

Boeing Co filed this DEF 14A on March 3, 2023.

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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


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



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



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				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



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				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


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


	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	✓	—	—	—			—

David L. Calhoun	—	—	—	—	—	—	—

Lynne M. Doughtie	✓	—		—		—	—

David L. Gitlin	✓		—	—		—	—

Lynn J. Good	✓	—			—	—	—

Stayce D. Harris	✓			—	—	—

Akhil Johri	✓	—		—		—	—

David L. Joyce	✓		—		—	—

Lawrence W. Kellner	✓		—	—	—		—

Steven M. Mollenkopf	✓	—	—		—

John M. Richardson	✓		—	—		—

Ronald A. Williams	✓	—	—		—		—


Chair of the Board		Audit Committee Financial Expert		Committee Chair		Member



		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



		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


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


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


		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
		Significant portion of executive officer pay is variable and linked to Company and individual performance
		Heavy focus 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
		Benchmarking of pay against industry peers
		Active engagement with shareholders
		Independent compensation consultant reports directly to Compensation Committee
		Compensation Committee and independent compensation consultant review programs for inappropriate risk
	WHAT WE DON’T DO
		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. local law)
		No change in control arrangements
		No pledging or hedging of Boeing stock


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


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



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.


	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 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


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


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


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⁾ ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)
Name	Type of Award	Grant Date		Committee Action Date⁽¹⁾		Target ($)		Maximum ($)						Exercise Price of Option Awards⁽³⁾ ($/sh)		Grant Date Fair Value of Stock and Option Awards ($)
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		02/15/2022						9,196						2,000,000
	Stock Options		02/16/2022		02/15/2022								24,084		260.98		2,000,000


	Option Awards											Stock Awards
Name	Grant Year		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾			Market Value of Shares or Units of Stock That Have Not Vested ($)⁽¹⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽²⁾		Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽²⁾
David L. Calhoun		2022		—		102,360	⁽³⁾		260.98		02/16/2032		—			—		—		—
		2021		—		107,195	⁽⁴⁾		258.83		02/17/2031		—			—		—		—
		—		—		—			—		—		89,232	⁽⁵⁾		16,997,613		1,224		233,160
Brian J. West		2022		—		36,127	⁽³⁾		260.98		02/16/2032		—			—		—		—
		2021		—		40,322	⁽⁶⁾		263.57		08/27/2031		—			—		—		—
		—		—		—			—		—		27,452	⁽⁷⁾		5,229,331		—		—
Leanne G. Caret		2022		—		16,377	⁽³⁾⁽⁸⁾		260.98		02/16/2032		—			—		—		—
		2021		—		7,944	⁽⁴⁾		258.83		02/17/2031		—			—		—		—
		—		—					—		—		—			—		609		116,008
Theodore Colbert III		2022		—		24,084	⁽³⁾		260.98		02/16/2032					—		—		—
		2021		—		23,449	⁽⁴⁾		258.83		02/17/2031		—			—		—		—
		—		—		—			—		—		19,526	⁽⁹⁾		3,719,508		495		94,293
Stanley A. Deal		2022		—		33,718	⁽³⁾		260.98		02/16/2032		—			—		—		—
		2021		—		31,488	⁽⁴⁾		258.83		02/17/2031		—			—		—		—
		—		—		—			—		—		31,281	⁽¹⁰⁾		5,958,718		767		146,106
Brett C. Gerry		2022		—		24,084	⁽³⁾		260.98		02/16/2032		—			—		—		—
		2021		—		21,439	⁽⁴⁾		258.83		02/17/2031		—			—		—		—
		—		—		—			—		—		18,492	⁽¹¹⁾		3,522,541		419		79,815


	Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)

Name	Career Shares^(a)		RSUs		Career Shares^(a)		RSUs
David L. Calhoun		—		89,232		—		16,997,613
Brian J. West		—		27,452		—		5,229,331
Theodore Colbert III		—		19,526		—		3,719,508
Stanley A. Deal		4,320		26,961		822,917		5,135,801
Brett C. Gerry		—		18,492		—		3,522,541


Name	Plan Name	Number of Years of Credited Service (#)⁽¹⁾		Present Value of Accumulated Benefit ($)⁽²⁾		Payments During Last Fiscal Yr ($)
Leanne G. Caret	Pension Value Plan		27.63		681,994	—
	DB SERP		27.63		1,578,403	—
Stanley A. Deal	Pension Value Plan		28.06		852,249	—
	DB SERP		28.06		2,647,800	—
Brett C. Gerry	Pension Value Plan		7.30		206,304	—
	DB SERP		7.30		332,546	—


Name	Plan Name	Executive Contributions in Last FY ($)⁽¹⁾		Company Contributions in Last FY ($)⁽²⁾		Aggregate Earnings in Last FY ($)⁽³⁾			Aggregate Balance at Last FYE ($)⁽⁴⁾
David L. Calhoun	Executive Supplemental Savings Plan		553,261		375,381		14,589			1,627,115
David L. Calhoun	Deferred Compensation Plan for Directors		—		—		(297,079	)		4,976,513

Brian J. West	Executive Supplemental Savings Plan		69,500		119,850		1,343			190,692

Leanne G. Caret	Executive Supplemental Savings Plan		70,652		167,575		(807,483	)		12,374,601
Leanne G. Caret	Deferred RSUs		—		—		—			2,109,486

Theodore Colbert III	Executive Supplemental Savings Plan		305,229		276,691		44,081			1,895,533

Stanley A. Deal	Executive Supplemental Savings Plan		114,625		193,996		(1,218,927	)		9,285,075

Brett C. Gerry	Executive Supplemental Savings Plan		152,039		151,223		(418,260	)		3,789,227


Name	Plan Name	Reported for 2022 ($)		Reported for years prior to 2022 ($)		Total ($)

David L. Calhoun	Executive Supplemental Savings Plan		928,642		677,100		1,605,742

Brian J. West	Executive Supplemental Savings Plan		189,350		—		189,350
Leanne G. Caret	Executive Supplemental Savings Plan		238,227		635,976		874,203
Leanne G. Caret	Deferred RSUs		632,642		2,043,399		2,676,041

Theodore Colbert III	Executive Supplemental Savings Plan		581,920		208,592		790,782

Stanley A. Deal	Executive Supplemental Savings Plan		308,621		1,451,184		1,759,805

Brett C. Gerry	Executive Supplemental Savings Plan		303,262		—		303,262


Name and Benefits	Layoff ($)		Retirement ($)⁽¹⁾		Disability ($)		Death ($)
David L. Calhoun
Cash Severance		4,508,000		—		—		—
RSUs		16,939,698		14,909,589		16,939,698		16,939,698
Life Insurance Death Benefit		—		—		—		4,200,000
Tax Preparation Services		8,300		8,300		8,300		8,300
Financial Management Services		3,350		3,350		—		—
Outplacement and Transition Services		52,275		52,275		—		—


Name	Benefit Payable Upon Termination Due to Layoff/Disability	Benefit Payable Upon Termination Due to Retirement	Death Benefit Payable to Spouse⁽²⁾ Annuity/Present Value
Leanne G. Caret	$130,829/$1,907,939	$130,829/$1,907,939	$118,542/$1,630,090
Stanley A. Deal	$217,502/$2,978,631	$217,502/$2,978,631	$196,665/$2,599,405
Brett C. Gerry	$39,314/$472,846	$24,471/$294,323	$9,159/$142,409


	Summary Compensation Table Total for PEO ($) (1)				Compensation Actually Paid to PEO ($) (2)					Avg. Summary Compensation Table Total for Non-PEO NEOs (3)		Avg. Compensation Actually Paid to Non-PEO NEOs (4)		Value of Initial Fixed $100 Investment Based On:				Net Income ($mm) (6)			Free Cash Flow ($mm) (7)
Year	PEO		Interim PEO		PEO		Interim PEO			Avg. Summary Compensation Table Total for Non-PEO NEOs (3)		Avg. Compensation Actually Paid to Non-PEO NEOs (4)		Total Shareholder Return ($) (5)		Peer Group Total Shareholder Return ($) (5)		Net Income ($mm) (6)			Free Cash Flow ($mm) (7)
2022	$	22,480,396		n/a	$	15,086,948		n/a		$	7,278,023	$	5,730,808	$	58.82	$	111.54		(4,935	)		2,000
2021	$	21,093,605		n/a	$	17,721,564		n/a		$	6,120,583	$	4,825,472	$	62.17	$	95.03		(4,202	)		(4,396	)
2020	$	21,074,052	$	5,221,778	$	14,363,337	($	4,134,019	)	$	4,904,755	$	2,553,749	$	66.10	$	83.94		(11,873	)		(19,713	)


CEO – Reconciliation of SCT Total to CAP Total (a)
Year	SCT Total		Grant Date Fair Value of Awards Granted During Year (b)		Fair Value of Equity Calculated Using SEC Methodology (c)		Change in Actuarial Value of Pension Benefits During Year		CAP Total
2022	22,480,396	–	$17,000,000	+	$9,606,552	–	$0	=	$15,086,948
2021	$21,093,605	–	$16,000,000	+	$12,627,959	–	$0	=	$17,721,564
2020	$21,074,052	–	$20,515,106	+	$13,804,391	–	$0	=	$14,363,337

Interim CEO – Reconciliation of SCT Total to CAP Total (a)

Year	SCT Total		Grant Date Fair Value of Awards Granted During Year (b)		Fair Value of Equity Calculated Using SEC Methodology (c)		Change in Actuarial Value of Pension Benefits During Year		CAP Total
2020	$5,221,778	–	$2,565,845	+	($5,510,299)	–	$411,186	=	($3,265,552)


CEO – CAP Fair Value of Equity Calculation

Year	YE Value of Current Year Awards Outstanding as of YE		Change in Value as of YE for Prior Year Awards Outstanding as of YE		Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year		Value as of Vesting Date for Current Year Awards That Vested During the Year*		Value as of Vesting Date for Dividend Equivalents That Vested During the Year		Value as of Prior YE for Prior Year Awards Forfeited During the Year		Value of Equity for CAP Purposes
2022	$14,652,897	+	($2,959,585)	+	($92,993)	+	$225,481	+	$0	–	$2,219,249	=	$9,606,552
2021	$13,701,091	+	($1,444,024)	+	$60,047	+	$310,845	+	$0	–	$0	=	$12,627,959
2020	$13,804,391	+	$0	+	$0	+	$0	+	$0	–	$0	=	$13,804,391


Other NEOs (Average) – Reconciliation of SCT Total to CAP Total (a)
Year	SCT Total		Grant Date Fair Value of Awards Granted During Year (b)		Fair Value of Equity Calculated Using SEC Methodology (c)		Change in Actuarial Value of Pension Benefits During Year		CAP Total
2022	$7,278,023	–	$4,870,000	+	$3,322,785	–	$0	=	$5,730,808
2021	$6,120,583	–	$4,093,722	+	$2,798,611	–	$0	=	$4,825,472
2020	$4,904,755	–	$2,360,131	+	$481,212	–	$472,087	=	$2,553,749


Other NEOs – CAP Fair Value of Equity Calculation

Year	Avg. YE Value of Current Year Awards Outstanding as of YE		Avg. Change in Value as of YE for Prior Year Awards Outstanding as of YE		Avg. Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year		Avg. Value as of Vesting Date for Current Year Awards That Vested During the Year*		Value as of Vesting Date for Dividend Equivalents That Vested During the Year		Avg. Value as of Prior YE for Prior Year Awards Forfeited During the Year		Avg. Value of Equity for CAP Purposes
2022	$3,443,174	+	($168,997)	+	$42,641	+	$234,739	+	$52,081	–	$280,852	=	$3,322,785
2021	$2,856,140	+	($477,121)	+	$212,559	+	$145,153	+	$213,322	–	$151,441	=	$2,798,611
2020	$2,077,475	+	($1,774,384)	+	($363,489)	+	$0	+	$541,610	–	$0	=	$481,212


		2022 Most Important Measures (Unranked)
		• Core earnings per share		• Operational performance
		• Free cash flow		• Revenue
		• Operating earnings		• Three-year relative total shareholder return