Boeing Company (the) · NYSE:BA
Boeing Company (the) — Shareholder Meeting (May 2024)
22 slides from Boeing Company (the)'s shareholder meeting presentation, May 7, 2024
Slide 1: 2024 Investor Update
Q2eeNGe 2024 INVESTOR UPDATE
Slide 2: Executive Summary
Executive Summary Independent and Diverse Board of Directors Experienced Board with highly relevant mix of skills and experience to meet evolving business needs, including areas critical to safety and risk management Eight independent directors with critical expertise have been added since 2019 as p
Slide 3: New Board Leadership: Steve Mollenkopf, Independent Chair
Former CEO and COO of Qualcomm, bringing 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 Expertise and direct leadership experience in pre
Slide 4: Taking immediate action: The board's response in the first 5 days
Taking immediate action: The board’s response in the first 45 days As we move forward, we are committed to demonstrating action and transparency every step of the way ASC = Aerospace Safety Committee CASO = Chief Aerospace Safety Officer FAA = Federal Aviation Administration NTSB = National Transpor
Slide 5: Committed to ensuring every Boeing airplane meets the highest safety and quality standards
We are committed to ensuring every Boeing airplane meets the highest safety and quality standards Following the Alaska Airlines Flight 1282 accident, Boeing has taken immediate and comprehensive actions to our quality assurance and controls across our factories, including: 2 Independent Assessment:
Slide 6: Comprehensive Safety Strategy with Clear Ownership
Comprehensive Safety Strategy with Clear Ownership Ongoing focus on continuous improvement to identify gaps, solicit feedback and enhance initiatives to strengthen our safety strategy The Chief Aerospace Safety Office, with oversight by the Board of Directors and the Aerospace Safety Committee, has
Slide 7: Board committed to active refreshment with complementary skill sets
Board committed to active refreshment with complementary skill sets and fresh perspectives experienced directors to oversee our evolving business needs Tenure 0-3 years 4-7 years 8+ years ~5 years Average 73% of director nominees joined Board since the 2019 Annual Meeting Diversity 45% Overall Diver
Slide 8: Dedicated board with a highly relevant mix of skills
Dedicated board with a highly relevant mix of skills Boeing’s highly qualified, diverse Board brings range of experience in areas critical to safety and risk oversight Directors collectively bring to boardroom discussions the perspectives of pilots, suppliers and engineers Directors maintain vast ex
Slide 9: Compensation Program evolution
Compensation Program evolution Compensation program has evolved with our business while taking into consideration shareholder feedback WHAT WHY 2020 Added business unit-specific financial metrics to annual incentive design Drive management focus on executing specific business priorities 2021 Impleme
Slide 10: Shareholder feedback informs compensation program enhancements
Shareholder feedback informs compensation program enhancements Committed to engaging with shareholders and demonstrating responsiveness What We Heard in 2023 Our Actions/Perspective Annual Incentive Plan Concern regarding range of discretion in determining NEO individual performance scores Lowered t
Slide 11: Highly performance-based executive compensation program
Highly performance-based executive compensation program Variable (At Risk) 94% Fixed 6% 83% Stock-Based 17% Cash Base Salary Annual Incentive Long-Term Incentive 2023 CEO Target Compensation CEO Special Matching Award In February 2023, the Board approved a special award of 25,000 time-vested RSUs fo
Slide 12: 2023 Executive Officer Compensation
2023 Executive officer Compensation Compensation program aligns executive incentives with shareholder interests Element Vehicle Metrics and Key Features Base Salary Cash Based on skills, experience, and demonstrated performance Annual Incentive Cash Payouts dependent on a Company Performance Score a
Slide 13: 2023 outcomes aligned with performance
Financial Performance (0.75 x applicable financial performance score) Operational Performance (0.25 x applicable operational performance score) Company Performance Score Commercial Airplanes 39% 33% 72% Defense, Space & Security 45% 35% 80% Global Services 85% 34% 119% Enterprise 56% 34% 90% 2023 ou
Slide 14: 2024 Compensation – Key changes
2024 Compensation – Key changes Further aligning executive compensation with our key focus areas and long-term shareholder interests 2024 Annual Incentive Plan Operational Performance Financial Performance Commercial Airplanes business unit score will be weighted 60% towards operational performance,
Slide 15: Shareholder proposal regarding China business and ESG commitments (Item 4)
Shareholder proposal regarding china business and esg commitments (ITEM 4) The Board believes that our existing disclosures, robust risk management strategies, and comprehensive supply chain management programs render the proposal unnecessary Proponent: National Legal and Policy Center (NLPC) Boeing
Slide 16: Shareholder proposal regarding a report on climate lobbying (Item 5)
Shareholder proposal regarding a report on climate lobbying (Item 5) The Board believes that based on our existing lobbying and climate change strategy disclosures, this proposal would not result in meaningful additional information to shareholders Proponent: John Chevedden Boeing considers climate
Slide 17: Shareholder proposal regarding pay gap disclosure (Item 6)
Shareholder proposal regarding pay gap disclosure (ITEM 6) The Board believes that our existing practices to ensure pay equity and disclosures relating to equity, diversity and inclusion adequately address the proposal’s concerns Proponent: James McRitchie Boeing is committed to equity, diversity an
Slide 18: Shareholder proposal regarding risks related to DE&I efforts (Item 7)
Shareholder proposal regarding risks related to DE&I efforts (item 7) The Board believes that this proposal requests much of the same information already contained in our existing disclosure and would therefore not add value to shareholders Proponent: National Center for Public Policy Research (NCPP
Slide 19: Shareholder proposal regarding value chain emission reduction target (Item 8)
Shareholder proposal regarding value chain emission reduction target (item 8) The Board believes that given our existing climate goals and extensive reporting, this proposal would result in unnecessary expenditure by the Company Proponent: Amalgamated Bank, as Trustee of Longview Largecap 500 Index
Slide 20: We Ask For Your Support at the 2024 AGM
We Ask For Your Support at the 2024 AGM Proposal 1. FOR Election of 11 directors Proposal 2. FOR Advisory vote on named executive officer compensation Proposal 3. FOR Ratify the appointment of Deloitte & Touche LLP as the independent auditor Proposal 4. AGAINST Shareholder proposal – review of China
Slide 21: Caution Concerning Forward-Looking Statements
Caution Concerning Forward-Looking Statements This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “may,” “should,” “expects,” “intends,” “projects,” “plans,” “believes,” “estimates,” “targets,” “anticipates,” a
Slide 22: Q SIEING
Q SIEING