Boeing

On August 31, 2021, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected David L. Joyce as a director. Mr. Joyce retired from General Electric Company ("GE") as vice chair in 2020, where he also served as president and CEO of GE Aviation from 2008 to 2020. A 40-year GE veteran, Mr. Joyce joined GE Aviation in 1980 as a product engineer and spent 15 years designing and developing GE’s commercial and military engines, before serving in a variety of leadership positions in GE Aviation, including vice president and general manager of Commercial Engines. The Board has appointed him to the Aerospace Safety Committee and the Compensation Committee. Mr.

As previously announced, Gregory D. Smith, Executive Vice President, Enterprise Operations and Chief Financial Officer, plans to retire from The Boeing Company (the “Company”) effective July 9, 2021. On June 29, 2021, the Company’s Board of Directors (the “Board”) elected Brian J. West to serve as Executive Vice President and Chief Financial Officer effective August 27, 2021 (the “Effective Date”) and elected David A. Dohnalek, the Company’s Senior Vice President and Treasurer, to serve as Interim Chief Financial Officer from July 9, 2021 until the Effective Date. Mr. West, 51, served as Executive Vice President and Chief Financial Officer of Refinitiv (a London Stock Exchange Group business and provider of financial markets data and infrastructure) from November 2018 to June 2021.

On June 29, 2021, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected Lieutenant General Stayce D. Harris as a director. General Harris is a retired United States Air Force Reserve Lieutenant General, most recently serving as the Inspector General of the Air Force, and a former United Airlines pilot. The Board has appointed General Harris to the Aerospace Safety Committee and the Audit Committee. General Harris will participate in the Company’s nonemployee director compensation program, which is described on pages 27 to 29 of the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 5, 2021. A copy of the Company’s press release announcing the election of General Harris is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Gregory D. Smith, Executive Vice President, Enterprise Operations and Chief Financial Officer, has announced his retirement from The Boeing Company (the “Company”) effective July 9, 2021. The Company intends to conduct a search for Mr. Smith’s successor. A copy of the Company’s press release announcing Mr. Smith’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Board of Directors of The Boeing Company (the “Company”) appointed Carol J. Hibbard, 53, as the Company’s Senior Vice President and Controller effective April 1, 2021. In that position, Ms. Hibbard will also act as the Company’s chief accounting officer. Prior to this appointment, Ms. Hibbard served as Vice President and Chief Financial Officer of Boeing Defense, Space & Security (“BDS”) since May 2017. She served as the controller of BDS from January 2017 until May 2017 and as Vice President and Chief Financial Officer of the Company’s former Engineering, Operations & Technology organization from April 2015 until January 2017. Prior to that, Ms. Hibbard held successive executive positions in financial planning & analysis, estimating, and procurement and has supported numerous business unit programs during her career at the Company. Ms.

On January 13, 2021, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected Lynne M. Doughtie, former U.S. Chairman and Chief Executive Officer of KPMG, as a new director. The Board has appointed Ms. Doughtie to the Audit Committee and the Finance Committee. She will participate in the Company’s nonemployee director compensation program, which is described on pages 26 to 28 of the Company’s proxy statement for its 2020 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 13, 2020. Effective upon Ms. Doughtie’s election, Caroline B. Kennedy resigned from the Board. Ms. Kennedy’s resignation is not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

On March 16, 2020, Nikki R. Haley informed The Boeing Company (the “Company”) of her decision to resign from the Board of Directors (the "Board") effective immediately. Ambassador Haley served on the Finance and Audit Committees. She joined the Board on April 29, 2019. A variety of approaches are currently under discussion among policymakers in the administration and Congress, as well as the private sector, to address the near-term liquidity needs of the aerospace, travel, and other sectors affected by the current COVID-19 crisis. The Company is participating in those discussions and has informed the Board about the options currently being considered. Ambassador Haley informed the Company that, as a matter of philosophical principle, she does not believe that the Company should seek support from the Federal Government, and therefore decided to resign from the Board.

As previously disclosed, on January 10, 2020, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) determined that David L. Calhoun, President and Chief Executive Officer, would, in connection with his hiring, be eligible to receive (i) an award of restricted stock units (“RSUs”) valued at $10 million subject to a three-year vesting period (the “Supplemental RSU Award”) and (ii) an award of performance-based RSUs valued at approximately $7 million which would be earned only upon continued employment and the achievement of several key business milestones, including full safe return to service of the 737 MAX (the “Performance-Based Award” and, together with the Supplemental RSU Award, the “Awards”). On February 23, 2020, the Compensation Committee approved the Awards.

Compensation of President and Chief Executive Officer As previously disclosed, on December 22, 2019, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected David L. Calhoun to serve as President and Chief Executive Officer effective January 13, 2020. On January 10, 2020, the Board approved the compensation for Mr. Calhoun in connection with his new role. Mr. Calhoun will receive a base salary at an annual rate of $1.4 million. In addition, Mr.

On December 26, 2019, J. Michael Luttig, Executive Vice President, Counselor and Senior Advisor of The Boeing Company (the “Company”), announced his decision to retire from the Company. A copy of the Company’s press release related to this decision is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 23, 2019, The Boeing Company (“Boeing”) announced that its Board of Directors (the “Board”) elected David L. Calhoun to serve as President and Chief Executive Officer effective January 13, 2020 and elected Lawrence W. Kellner to serve as non-executive Chairman of the Board effective December 22, 2019. Mr. Calhoun will remain a director of Boeing. Boeing also announced that, on December 22, 2019, Dennis A. Muilenburg resigned as President and Chief Executive Officer and as a director and that the Board elected Gregory D. Smith, Boeing’s Chief Financial Officer and Executive Vice President, Enterprise Performance & Strategy, to serve also as interim Chief Executive Officer until Mr. Calhoun’s appointment is effective. Mr. Calhoun, 62, has served as Chairman of The Boeing Company since October 2019. In addition, Mr.

On October 25, 2019, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected John M. Richardson, the former Chief of Naval Operations, as a director. The Board has appointed Admiral Richardson to the Aerospace Safety Committee and the Special Programs Committee. Admiral Richardson will participate in the Company’s nonemployee director compensation program, which is described on pages 18 to 20 of the Company’s proxy statement for its 2019 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 15, 2019 and in exhibit 10 to the Company’s Form 10-Q filed with the Securities and Exchange Commission on October 23, 2019. A copy of the Company’s press release announcing the election of Admiral Richardson is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On May 1, 2019, The Boeing Company (the “Company”) announced that the Company’s Board of Directors has elected J. Michael Luttig, who had previously served as Executive Vice President and General Counsel, to serve as Executive Vice President, Counselor and Senior Advisor and Brett C. Gerry to serve as Senior Vice President and General Counsel, in each case effective May 1, 2019. A copy of the Company’s related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On December 15, 2017, Randall L. Stephenson, Chairman and CEO of AT&T Inc. (“AT&T”), resigned from the Board of Directors (the “Board”) of The Boeing Company (the “Company”) in order to devote his time and attention to matters at AT&T. Mr. Stephenson informed the Company that the coming year will be an extremely busy one for him at AT&T, and that he thought it best to step down from the Board as a result. Mr. Stephenson’s resignation is not due to any disagreement with the Company on any matter relating to its operations, policies or practices.

On August 10, 2017, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected Caroline B. Kennedy, the former U.S. Ambassador to Japan, as a director. The Board has appointed Ms. Kennedy to the Audit Committee and the Finance Committee. Ms. Kennedy will participate in the Company’s nonemployee director compensation program, which is described on pages 18 to 20 of the Company’s proxy statement for its 2017 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 17, 2017. A copy of the Company’s press release announcing the election of Ms. Kennedy is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Compensation Committee of the Board of Directors of The Boeing Company (the “Company”) approved a grant of 50,000 restricted stock units (the “Award”) effective July 3, 2017, to Gregory D. Smith, the Company’s Chief Financial Officer and Executive Vice President, Corporate Development & Strategy. The Award was granted in connection with the expansion of Mr. Smith's responsibilities beginning July 1, 2017, at which time he will begin to serve as the Company’s Chief Financial Officer and Executive Vice President, Enterprise Performance & Strategy, as well as in recognition of his performance and as a retention vehicle. The Award will vest 100% and settle in shares of the Company’s common stock on a one-for-one basis on July 3, 2021.

On November 16, 2016, Raymond L. Conner notified The Boeing Company of his decision to step down as President and Chief Executive Officer, Boeing Commercial Airplanes. The Board of Directors has elected Kevin G. McAllister to serve as President and Chief Executive Officer, Boeing Commercial Airplanes effective November 21, 2016. Mr. Conner will continue to serve as Vice Chairman through 2017. A copy of the press release issued by the Company announcing these and other management and organizational changes is attached hereto as Exhibit 99.1.

On October 14, 2016, the Board of Directors (the “Board”) of The Boeing Company (the “Company”) elected Robert A. Bradway, Chairman and Chief Executive Officer of Amgen Inc., as a new director. The Board has appointed Mr. Bradway to the Audit Committee and the Finance Committee. Mr. Bradway will participate in the Company’s nonemployee director compensation program, which is described on pages 17 to 19 of the Company’s proxy statement for its 2016 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 18, 2016. A copy of the Company’s press release announcing the election of Mr. Bradway is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Director or officer change (Item 5.02). Open the filing for details.