2. About Boeing
As a leading global aerospace company, Boeing develops, manufactures and services commercial airplanes,
defense products and space systems for customers in more than 150 countries.
Boeing Commercial Airplanes Boeing Defense, Space & Security Boeing Global Services
3. Company Executives
Bertrand-Marc Allen
Chief Strategy Officer and
Senior Vice President,
Strategy and Corporate Development
Brian R. Besanceney
Chief Communications Officer
and Senior Vice President,
Communications
David L. Calhoun
President and CEO
Theodore Colbert III
Executive Vice President;
President and CEO,
Boeing Defense, Space & Security
Michael D’Ambrose
Chief Human Resources Officer
and Executive Vice President,
Human Resources
Stanley A. Deal
Executive Vice President;
President and CEO,
Boeing Commercial Airplanes
John C. Demers*
Vice President,
Assistant General Counsel
and Corporate Secretary
Susan Doniz
Chief Information Officer and
Senior Vice President,
Information Technology & Data Analytics
Brett C. Gerry
Chief Legal Officer and
Executive Vice President,
Global Compliance
Carol J. Hibbard*
Senior Vice President,
Controller
Gregory L. Hyslop
Chief Engineer and
Executive Vice President,
Engineering, Test & Technology
Dr. Brendan J. Nelson, AO
Senior Vice President and President,
Boeing Internationa
Stephanie F. Pope
Executive Vice President;
President and CEO,
Boeing Global Services
Ziad S. Ojakli
Executive Vice President,
Government Operations
Brian J. West
Chief Financial Officer and
Executive Vice President,
Finance
David R. Whitehouse*
Senior Vice President,
Treasurer
*Appointed officer
Year #Executives
2018-19 17
2019-20 17
2020-21 16
2021-22 16
2022-23 16
• David Calhoun (President and CEO) part of Board of director
• No family relationships exist among any of the executive
officers, directors or director nominees
4. Board of Directors
Robert A. Bradway
Chairman and CEO, Amgen Inc.
Boeing director since 2016
Committees: Finance (Chair);
Governance & Public Policy
David L. Calhoun
President and CEO,
The Boeing Company
Boeing director since 2009
Committees: None
Lynne M. Doughtie
Former U.S. Chairman and
CEO, KPMG
Boeing director since 2021
Committees: Audit; Finance
David L. Gitlin
Chairman and CEO,
Carrier Global Corporation
Boeing director since 2022
Committees: Aerospace Safety;
Finance
Lynn J. Good
Chairman, President and CEO,
Duke Energy Corporation
Boeing director since 2015
Committees: Compensation (Chair);
Audit
Stayce D. Harris
Former United Airlines Pilot; Former
Inspector General, U.S. Air Force
Boeing director since 2021
Committees: Aerospace Safety; Audit;
Special Programs
Akhil Johri
Former Executive Vice President
and Chief Financial Officer,
United Technologies Corporation
Boeing director since 2020
Committees: Audit (Chair); Finance
David L. Joyce
Former President and CEO,
GE Aviation; Former Vice Chair,
General Electric Company
Boeing director since 2021
Committees: Aerospace Safety (Chair);
Compensation; Special Programs
Lawrence W. Kellner
Independent Chair of the Board,
Non-Executive Chairman
The Boeing Company;
Former Chairman and CEO,
Continental Airlines, Inc.
Boeing director since 2011
Committees: Aerospace Safety;
Governance & Public Policy
Steven M. Mollenkopf
Former CEO, Qualcomm Incorporated
Boeing director since 2020
Committees: Compensation; Governance
& Public Policy; Special Programs
John M. Richardson
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
Ronald A. Williams
Former Chairman, President
and CEO, Aetna Inc.
Boeing director since 2010
Committees: Governance & Public Policy
(Chair); Compensation
Year Independent
Director /Total
Attendee
%
Independent
Auditor
2018-19 12/13 100 Deloitte & Touche
LLP
2019-20 12/13 100 Deloitte & Touche
LLP
2020-21 11/12 100 Deloitte & Touche
LLP
2021-22 11/12 100 Deloitte & Touche
LLP
2022-23 11/12 100 Deloitte & Touche
LLP
11 1
Independent Not-Independent
BOD History (AGM Reports)
• No family relationships exist among any of the executive
officers, directors or director nominees
https://www.prnewswire.com/news-releases/boeing-nominates-sabrina-soussan-to-board-of-directors-301760998.html https://www.boeing.com/company/
5. Conflicts of Interests
Does auditor provide services other than auditing? No
Is the auditor report qualified? Yes (Top of Big 4 Accounting Firms in world)
Do founders still hang on? No. William E. Boeing was founder (1916-1934)
Audit
How frequently is auditor rotated? Deloitte Served as the Company’s auditor since at least 1934. Auditors
are rotated as per the SEC guidelines.
Deloitte & Touche LLP
How many committees on board? None
Board
Are the members/chairman of following committees independent? Yes
Audit :Lynne M. Doughtie
Nomination and Remuneration: Lynn J. Good and Steven M. Mollenkopf
Are the composed of independent directors? Yes. Directors collectively bring significant experience
in aerospace, safety, engineering, manufacturing, cyber, software, risk oversight, audit, supply chain
management, sustainability and finance.
Are there any influential individuals on board (e.g. Buffet/Jobs) ? Yes. 9/12 BOD are
current/Former CEO of large company and experts in their domains.
6. Shareholder Information
Top Individual Insider Shareholders
1. David L. Calhoun
• President and CEO; : 283,039 shares; ,
representing 0.02% of outstanding shares
2. Gregory D. Smith
1. CFO and EVP: 101,101 shares , representing
0.01% of outstanding shares
2. Leanne G. Caret
• Served as president and chief executive
officer of Boeing Defense, Space & Security
(BDS) since early 2016.
• 43,285 Boeing shares, representing 0.01% of
the company's total shares outstanding
3. Theodore Colbert
• Serves as Boeing's executive vice president,
president and CEO of Boeing Global Services,
and is a member of the Executive Council.
• 31,258 Boeing shares, representing 0.01% of
the company's total shares outstanding
Top Institutional Shareholders
1. Vanguard Group :
• 46 million shares of Boeing, representing 7.69
% of total shares outstanding
• Passive
2. Newport Trust Co:
• 44.2 million shares of Boeing, representing
7.4 % of total shares outstanding
• Passive
3. BlackRock, Inc:
• 33.27 million shares of Boeing, representing
5.56 % of total shares outstanding
Major Holders Break Down
https://www.wallstreetzen.com/stocks/us/nyse/ba/ownership
https://www.nasdaq.com/market-activity/stocks/ba/institutional-holdings
Private Companies 0.0004%
2,121 shares
State or Government 0.04%
238,138 shares
Individual Insiders 0.06%
357,853 shares
Employee Share Scheme 7.4%
44,267,963 shares
General Public 40.7%
243,636,463 shares
https://s2.q4cdn.com/661678649/files/doc_financials/2021/ar/Boeing-2022-Proxy-Statement.pdf
https://www.investopedia.com/articles/insights/052116/top-3-boeing-shareholders-ba.asp
https://simplywall.st/stocks/us/capital-goods/nyse-ba/boeing/ownership
7. Control Structure
https://www.boeing.com/company/ https://s2.q4cdn.com/661678649/files/doc_financials/2021/ar/Boeing-2022-Proxy-Statement.pdf
Do the current block-holders have a history of being active investors or passive?
The Vanguard Group, Inc. is one of the world's largest asset management firms and normally employs a passive, long-term
investment strategy. Vanguard typically invests in businesses that it deems to have robust long-term growth potential and
sustained competitive advantages.
BlackRock, Inc. is another significant asset management firm that employs a generally passive investment strategy. Yet,
BlackRock has been known to participate in shareholder activism when it considers that a company's management is not
behaving in its shareholders' best interests.
Newport Trust Company is a subsidiary of Newport Group, Inc., a leading retirement plan and consulting services provider.
As a trustee, Newport Trust Company may hold shares on behalf of clients; however, it is unclear whether it employs an
active or passive investment strategy.
Does government hold too much power?
• Government is heavily involved in regulating and monitoring the operations of businesses like Boeing.
• Government across the world have impact on Boeing Business. Such as Geo-Politics of China or Russia-Ukraine war.
• Boeing is a top exporter and defense contractor in the United States, delivering innovative technologies to federal
customers primarily through prime contracts, the Defense Department, and GSA Schedules. In 2021, 49% of its revenue
came from the federal government.
https://executivegov.com/articles/what-are-the-top-boeing-government-contracts
8. Control Structure
Length of manager tenure:
• Experienced Board : Average tenure ~ 4 years
• Experienced Leadership Team: Average Tenure ~2.5 Years
Do labor unions hold too much power?
Yes as per 2020 stats- Approximately 35% of Boeing’s 162,000 employees are union members. Union strike can
impact manufacturing.
• Society of Professional Engineering Employees in Aerospace (SPEEA), which represents 11% of Boeing
employees.
• International Association of Machinists and Aerospace Workers (IAMAW), which represents 22% of Boeing
employees, including production personnel in Washington.
https://www.forbes.com/sites/zengernews/2020/10/02/boeing-job-moves-take-aim-at-unions/?sh=594e4c767617
How many classes of shares are there?
Boeing has two classes of shares: common stock, Preferred stocks (Class B) and Treasury stock
Is it a group company? No.
Control structures (cross-holdings/self-holdings/shell companies)
1. Are the cross-holdings by group companies? NO
9. Takeover defenses
Greenmail
When the company pays a premium for buybacks to ensure that the acquirer cannot get majority: in 2013 Boeing sets $10
Billion share buy back. Also raised its quarterly dividend payment by about 50 per cent.
Poison Pill
When the shareholders can purchase additional shares at deeply discounted prices compared to what the acquirer can:
Not any
Golden Parachutes
Boeing CEO's Golden Parachute Was $62 Million. Dennis Muilenburg was fired in late December after failing to get the
company’s 737 Max jetliner back in the air
Supermajority provisions for takeover: No Supermajority Provision
Crown Jewel Defense: Boeing Planned to take control of the crown jewel of Brazil’s aerospace industry Embraer . However, deal
didn’t went ahead due to multiple reason and conflict of interests.
Risks Related to Legal and Regulatory Matters
Government inquiries and investigations
Number of litigation matters that diverts financial and management resources
https://www.thehindu.com/business/Industry/boeing-sets-10-billion-share-buyback/article5469726.ece
https://www.reuters.com/article/us-embraer-m-a-boeing-idUSKBN1JU2WL
