David L. Calhoun (born April 18, 1957) is an American businessman who has been president and chief executive officer (CEO) of The Boeing Company since January 2020. Wherever. This proxy statement is issued in connection with the solicitation of proxies by the Board of Directors of The Boeing Company for use at the 2021 Annual Meeting of Shareholders and at any adjournment or postponement thereof. Defense, Space & Security. "Under Dave's strong leadership, Boeing has effectively navigated one of the most challenging and complex periods in its long history," said Boeing Chairman Larry Kellner. Research shows that when theres an impending disaster, up to 70% of people enter a state of denial call the normalcy bias. Its called normalcy because our desire to flee from disaster goes so deep that when a terrible event occurs our first instinct is to deny reality instead of dealing with it. Celebrate 100 years of Boeing with 100 Days of learning. General Harris is a retired United States Air Force Reserve Lieutenant General who last served as the Inspector General of the Air Force. Boeing Board of Directors Separates CEO and Chairman Roles, Dennis Muilenburg Continues as CEO, President and Director; Lead Director David Calhoun Elected Non-Executive Chairman, Board to Add New Director with Deep Safety Experience. Five lessons from the 737 MAX shareholder lawsuit. media@boeing.com, Site Terms | Privacy & Cookie Policy | Ad Choices | Cookie Settings. View detailed BA description & address. He is the first African American to serve as chair in the organization's 121-year history. And, note, this culture has been built up at Boeing over a "two decade" period of time. Another useful tactic to promote candor is holding board-only meetings without the CEO, a best practice that emerged post-Enron to allow board members to share concerns related to approaches the CEO is taking. Copyright 1995 - 2023 Boeing. Theodore (Ted) Colbert III. All Rights Reserved. "David's experience transforming businesses and focus on quality and safety in the aerospace industry will further strengthen our board.". Despite CEO Muilenburgs several missteps, from failing to ground the 737 Max jet immediately to insisting that the issue would be fixed with better training and a software upgrade, the board continued to back him up. C.A. Boeing's diverse team is committed to innovating for the future and living the company's core values of safety, quality and integrity. Our enterprise also leverages the talents of hundreds of thousands more skilled people working for Boeing suppliers worldwide. The Boeing board today also announced that Admiral Edmund P. Giambastiani Jr. has informed the company that he will retire from the board at the end of 2021. . Boeing Corporate Offices. In this capacity, he exercised all responsibilities, including applicable regulatory compliance, over related facilities, radiological controls, environmental safety and health matters, as well as selection, training and assignment of personnel supporting over 100 nuclear power plants operating on nuclear-powered warships around the world. Sources: FactSet, Tullett Prebon, Commodities & Futures: Futures prices are delayed at least 10 minutes as per exchange requirements. Prior to that, she was Attorney General of New Hampshire. Gitlin previously served in a number of leadership roles at United Technologies Corporation, including president and chief operating officer of Collins Aerospace Systems, president of UTC Aerospace Systems, president of Aircraft Systems, UTC Aerospace Systems, and the following positions with Hamilton Sundstrand: president of Aerospace Customers & Business Development; vice president of Auxiliary Power, Engine & Control Systems; vice president and general manager of Power Systems; and vice president of Pratt & Whitney programs. If a board cant have an open and honest discussion where everyone shares their opinion even if its unpopular, it will not be able to produce good decisions. President, Human Resources, Vice President "Boeing will benefit greatly from General Harris's deep experience in aviation and aerospace gained throughout her decades of service as a commercial airline pilot and her stellar military career," saidDavid Calhoun, Boeing President and CEO, and member of the board of directors. Editors Note (8/23/21): Charles Elsons title has been updated. "We deeply appreciate Ed's commendable service on our board," said Boeing Chairman Larry Kellner. 929 Long Bridge Drive. He will serve on the Aerospace Safety and Compensation committees. If people are hesitant to speak up, use anonymous polls to help members raise tough questions and issues that keep them up at night. Source: FactSet, Indexes: Index quotes may be real-time or delayed as per exchange requirements; refer to time stamps for information on any delays. Other current directorships: The Blackstone Group Inc., Boston Properties, Inc. and News Corporation. In February, Boeing shareholders filed a lawsuit against the companys board of directors. Data may be intentionally delayed pursuant to supplier requirements. <br> <br>My ambition is for Suez to become the trusted partner for . He previously served in several executive leadership roles, including as president and chief operating officer of Collins Aerospace Systems, and as president of UTC Aerospace Systems. Boeing Elects David L. Joyce to Board of Directors; Admiral Edmund P. Giambastiani Jr. to Retire from Board. WASHINGTON, Sept 7 (Reuters) - A Delaware judge ruled on Tuesday that Boeing's BA.N board of directors must face a lawsuit from shareholders over two fatal 737 MAX crashes that killed 346 people . In a 2018 study, trust researchers found that trust scores in a company improved after a CEO who had committed wrongdoing was dismissed. Together we will innovate and operate to make the world a better place for future generations. Boeing is organized into three business units: Commercial Airplanes; Defense, Space & Security; and Boeing Global Services. and General Manager, Product Development, Chair, Space Launch System. Board of Directors in BOEING CO. For its 2022 fiscal year, BOEING CO, listed the following board members on its annual proxy statement to the SEC. The Boeing Company Corporate Governance Principles . CHICAGO, June 30, 2021 /PRNewswire/ --The BoeingCompany(NYSE: BA)board of directorstoday announced thatLieutenant General Stayce D. Harris has beenelectedto the board. Restated Certificate of Incorporation (PDF). CHICAGO, Oct. 11, 2019 /PRNewswire/ -- The Boeing Company (NYSE: BA) today announced that its Board of Directors has separated the roles of chairman and chief executive officer. As a top U.S. exporter, the company leverages the talents of a global supplier base to advance economic opportunity, sustainability and community impact. CHICAGO, Aug. 31, 2021 /PRNewswire/ -- The Boeing Company (NYSE: BA) board of directors today announced that David L. Joyce has been elected to the board, effective immediately. In In re Boeing Company Derivative Litigation (Boeing), the Court of Chancery sustained a Caremark claim at the pleadings stage, holding that stockholder plaintiffs had adequately pled that a majority of the Boeing board of directors faced a substantial likelihood of liability for failing both prongs of Caremark's two-part test. King (Cayman) Holdings Ltd., Nielsen Finance LLC, The Boeing Co., Nielsen Consumer Neuroscience, Inc., Caterpillar, Inc. Exxon Mobil Corp., Houston Minority Business Council, Rice University, Texas University of Health Center at San Antonio, The Boeing Co., Sabre Holdings Corp. When they fail at these duties, the consequences, including public outrage, can be immense, as were seeing in a shareholder lawsuit against Boeing. Celebrate 100 years of Boeing with 100 Days of learning. Gitlin, 53, currently serves as chairman and chief executive officer of Carrier and brings to the Board more than 20 years of aerospace industry experience. Since April 2019, seven independent directors have joined the Board. Boeing has agreed to ensure that at least three directors have safety expertise. Manufacturing Operations Council, Vice President, The average is 10.75 directors, but approximately 80 companies in the S&P 500 have . President, Strategy, Senior Vice and Chief Financial Officer, Senior Vice Admiral Giambastiani is a career U.S. Navy nuclear-trained submarine officer with extensive operational, maintenance, overhaul, engineering, and acquisition experience. Joyce earned bothaBachelor of Scienceand master's degree in mechanical engineering from Michigan State University and holds a master's in business finance from Xavier University. With the company well positioned going forward, the timing is right for me personally to begin a new chapter outside of Boeing. Uma Amuluru. The $237.5 million accord is subject to court approval. Boeing has a long tradition of aerospace leadership and innovation. As the leading manufacturer for commercial and defense platforms, Boeing is positioned to provide unparalleled aftermarket support for mixed fleets worldwide. CST-100 Starliner Test Article domes mated into full capsule for first time at Kennedy Space Center. 164 Comments on " Podcast: 10 Minutes About the Boeing Board of Directors " keesje February 23, 2021. The shareholders suing Boeing argue the board could have prevented it. This decision is the latest of several actions by the board of directors and Boeing senior leadership to strengthen the company's governance and safety management processes. On November 5, 2019, Board Chairman David Calhoun told CNBC that the board believed Muilenburg had done everything right. Muilenburg wasnt let go until December 22, 2019, and he left with an $80 million exit package even without severance. The Corporate Secretary will forward the correspondence to the Chair or the non-management directors, as appropriate. You may also communicate with the Audit Committee by clicking here and completing the provided form. Gitlin will join the Aerospace Safety Committee and the Finance Committee. and Chief Engineer, Vice President The Boeing Company's business is conducted by its employees, managers and corporate officers led by the chief executive officer, with oversight from the Board of Directors. The Global Services segment provides services to commercial and defense customers. Universal Clear Station. While this type of legal claim has typically failed, it is more frequently surviving a motion to dismiss. As part of the settlement, members of Boeing's board of directors agreed to pay $237.5 million directly to the company a sum that will come from the directors' insurers according to a . President, Vice If you have difficulty accessing the form, you may call the Boeing Ethics Line at 1-888-970-7171 and indicate that this is a communication to the Audit Committee. CST-100 Starliner Test Article domes mated into full capsule for first time at Kennedy Space Center. Safety was no longer a subject of Board discussion, and there was no mechanism within Boeing by which safety concerns respecting the 737 MAX were elevated to the Board or to any Board committee, they wrote in the 120-page filing. "General Harris's expertise and inspiring leadership will further strengthen our board.". Under the Articles of Association, the Board of Directors is responsible for the management of the Company and consists of a maximum of 12 members, appointed and removed at the Shareholders' Meeting.The Board is charged with the overall conduct of the Company, the management, direction and performance of the Company and its business. Under the proposed $237.5 million agreement to settle the litigation, Boeing's board has agreed to add a director with safety experience and has adopted other internal measures, such as creating an ombudsperson program to field certain internal complaints. Boeing Elects Lieutenant General Stayce D. Harris to Board of Directors, - Veteran commercial pilot flew 747s for United Airlines; type rated on other jetliners. The Boeing Co. is an aerospace company, which engages in the manufacture of commercial jetliners and defense, space, and security systems. and General Manager, Air Dominance, Senior Vice However, his tenure also included major decisions to change Boeing's design . I'm also grateful for Greg's commitment to support the upcoming transition, and for his counsel as we select his successor. Boeing is committed to serving and supporting its customers. Nominate a board director who has led their company's vision and embodied its . Major Move for U.S. Return to Real Space Flying. "I am fully supportive of the board's action. Boeing is committed to serving and supporting its customers. As a top U.S. exporter, the company leverages the talents of a global supplier base to advance economic opportunity, sustainability and community impact. The board of . Company profile for Boeing Co. including key executives, insider trading, ownership, revenue and average growth rates. Join us as we explore the world of aerospace with free educational materials. Sources: CoinDesk (Bitcoin), Kraken (all other cryptocurrencies), Calendars and Economy: 'Actual' numbers are added to the table after economic reports are released. All directors attended the annual meeting in June 2022. The Board recommends that you vote FOR each of the 13 director nominees. The plaintiffs' complaint alleged that the directors failed to monitor aircraft safety before the crashes and then failed to respond to known safety risks after the first crash. Copyright 1995 - 2023 Boeing. A 40-year GE veteran, 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's Governance & Public Policy Committee periodically reviews the Company's corporate governance principles and current practices. Sign up for email updates and the first to know what's new and exciting in the world of aviation and aerospace. His stewardship of the company's financial position for nearly a decade, and his leadership during the severe challenge our industry has faced as a result of the global pandemic, have been essential to positioning Boeing for a bright future. Mr. Calhoun, 64, has served as Boeing's President and CEO since Jan. 13, 2020. The South Carolina Manufacturers Alliance (SCMA) has elected Tommy Preston, Jr., Global Vice President of Ethics of The Boeing Company, as the next chair of the organization's Board of Directors. ", Boeing President and CEO Dave Calhoun said, "Dave is an excellent addition to our Board as we continue to rebuild trust, strengthen safety and quality and drive stability throughout our operations. Foreseeing a problem means averting a crisis and deserves thanks. Learn more at www.boeing.com. Instead, safety issues were reviewed by a Safety Review Board run by employees, which had neither a mandate nor a mechanism for reporting to the board. He served as the company's interim CEO, immediately preceding Mr. Calhoun. The world's largest and most efficient twin-engine jet. Services, Vice Governance & Public Policy Committee(PDF). Boeings global reach includes customers in approximately 150 countries and employees and operations in more than 65 countries. As a top U.S. exporter, the company leverages the talents of a global supplier base to advance economic opportunity, sustainability and community impact. Gitlin, 53, currently serves as chairman and chief executive officer of Carrier and brings to the Board more than 20 years of aerospace industry experience. And these lawsuits are on the rise: 165 were filed in 2013, as compared to 403 in 2018. Yale's latest Legend in Leadership Award winner, CEO of Duke Energy and member of Boeing's board of directors Lynn Good, has been named in a lawsuit for negligence for allegedly failing to safely monitor two 737 MAX jets that crashed and killed all passengers onboard.. Lynn Good received the award on Sept. 28 from the School of Management's Chief Executive Leadership Institute. Audit oversaw risk, but its charter focused on financial risk, and it had no mandate to discuss safety. Members are expected to monitor the CEO and companys performance, serve as its ethical backbone, and act to course correct when things go wrong. Harris holds a bachelor of science in industrial and systems engineering from the University of Southern California and a master of aviation management from Embry-Riddle Aeronautical University. | OneTrust Cookie Settings. The significance of the Boeing decision is that board oversight and monitoring of "mission critical" safety risks form a fundamental part of a director's responsibilities. The Boeing Archives Presents Video Series. Sign up for email updates and the first to know what's new and exciting in the world of aviation and aerospace. The safety of Boeing employees, their dependents and visitors to our sites is a top priority. President, Controller, Vice President Name Total COMPENSATION; Akhil Johri: Total Cash $390,000: David L. Gitlin: Total Cash $207,204: David L. Joyce: Total Cash $416,000: The company also provides leasing and product support services. In 2019, Admiral Giambastiani was appointed to serve as the chair of the Board's Committee on Airplane Policies and Procedures, which was formed to review Boeing's company-wide policies and processes for airplane design and development. We will benefit greatly from Dave's significant experience leading complex enterprises focused on engineering, manufacturing, safety and quality.". 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. All Rights Reserved. Boards are fiduciaries, which means that their duty is to protect other peoples interests, generally defined as consisting of a duty of care, a duty of loyalty, and, some legal scholars would argue, a duty of candor. The Board's Governance & Public Policy Committee periodically reviews the Company's corporate governance principles and current practices. Wherever. Former Chairman and CEO, Continental Airlines, Inc. 31st Chief of Naval Operations, U.S. Navy; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy. Whenever. Copyright 1995 - 2023 Boeing. - Board of Directors extends mandatory retirement age for CEO Dave Calhoun, - Boeing CFO Greg Smith announces July 2021 retirement. Manager, Engineering Strategy & Operations, Vice Four of the Boeing board members named in the suit were former government officials in positions unrelated to the industry, including a former ambassador to the U.N. and a former White House chief of staff. Boeing's diverse team is committed to innovating for the future and living the company's core values of safety, quality and integrity. CST-100 Starliner Test Article domes mated into full capsule for first time at Kennedy Space Center. and General Manager, Vertical Lift, Vice Vice He was previously Boeing's chairman [1] [2] and was appointed president and CEO after his predecessor Dennis Muilenburg was fired amidst safety concerns regarding the 737 . On December 28, 2020, the Action was reassigned to Vice Chancellor Morgan T. Zurn. The board elected David L. Calhoun, current independent lead director, to serve as non-executive chairman. New product development efforts include the Boeing 787-10 Dreamliner, the 737 MAX, and the 777X. "Boeing will benefit from David Joyce's deep aviation experience and broad industry relationships," saidDavid Calhoun, Boeing president and CEO, and member of the board of directors. Rotating 220 miles (354 km) above Earth is the International Space Station, where Boeing provides a safe environment for more than 200 experiments. Operationally, Admiral Richardson brings extensive experience managing operations of a diverse team on a global basis. The plaintiffs said board members had neglected their . The cost was several hundred lives, billions of dollars in losses, reputational damage that Boeing is still trying to recover, and more. President and CEO of Suez, I am an entrepreneur passionate about the contribution that industry, in general, can bring to the challenges our societies face. Contact Boeing Communicationsmedia@boeing.com, Site Terms | Privacy & Cookie Policy | Ad Choices | Cookie Settings. Sept. 7, 2021)). The Boeing Archives Presents Video Series. ", "It has been a privilege to work closely with and serve alongside Ed," said Boeing President and CEO David Calhoun. The Boeing Companys business is conducted by its employees, managers and corporate officers led by the chief executive officer, with oversight from the Board of Directors. Cryptocurrencies: Cryptocurrency quotes are updated in real-time. The safety of Boeing employees, their dependents and visitors to our sites is a top priority. 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. Defense, Space & Security (BDS) is a diversified, global organization providing leading solutions for the design, production, modification, service and support of commercial derivatives, military rotorcraft, satellites, human space exploration and autonomous systems. Joyce is a member of the National Academy of Engineering, and is the recipient of the National Defense Industrial Association's James Forrestal Industry Leadership Award and the American Society of Materials' Medal for the Advancement of Research. Fundamental company data and analyst estimates provided by FactSet. Naval Academy. and General On or about March 5, 2021, we will begin distributing print or electronic materials regarding the annual . "David Joyceis a recognized aerospace industry leader who brings a demonstrated track record of safety leadership, engineering expertise and operational excellence to our board," said Boeing ChairmanLarry Kellner. CHICAGO, June 30, 2021 /PRNewswire/ -- The Boeing Company (NYSE: BA) board of directors today announced that Lieutenant General Stayce D. Harris has been elected to the board. Contact The Corporate Secretary will forward the correspondence to the Chair or the non-management directors, as appropriate. Shewill serve on the Aerospace Safety and Audit committees. Before adding new members, identify the skill sets that are core to achieving your companys mission in its industry. Exhibit 99.2 . Settlement Stipulation and Exhibits (PDF), Site Terms | Privacy and Cookie Statement | Ad Choices The suit offers five main lessons for companies and board members: 1) Hire board members for competence and objectivity; 2) Ensure that the board structure aligns with industry needs; 3) Prepare for the worst case; 4) Manage for truth and realism; and 5) Practice accountability and punish wrongdoing. and Assistant General Counsel, Chief Human Arthur Collins has been the Director at Boeing board since 2007, while his colleague Susan Schwab got the leading position in the . During his 12-year leadership of GE's largest division, Joyce also led customer and product support for more than 19,000 global engines and 500 airlines customers and oversaw the implementation of an industry-leading safety management system across GE Aviation. Calhoun said, "The board has full confidence in Dennis as CEO and believes this division of labor will enable maximum focus on running the business with the board playing an active oversight role. Boeing's Board currently stands at 13 directorson the larger side of S&P 500 companies, according to MSCI. Celebrate 100 years of Boeing with 100 Days of learning. Boeings strategy to minimize training costs in order to keep the overall cost of the plane low was predicated on unrealistic expectations of 100% pilot effectiveness in correcting MCAS system malfunctions in four seconds. Copyright 1995 - 2023 Boeing. Boeing's board has been harshly criticized in the wake of two fatal crashes of the 737 Max. Meanwhile, the Boeing board was not even aware the Safety Review Board existed until after the 737 Max Jet had been grounded in 2019. ContactBoeing Communicationsmedia@boeing.com, Site Terms | Privacy & Cookie Policy | Ad Choices | Cookie Settings. Compliance, including anti-corruption topics, is discussed periodically with the Board. She serves as independent director/trustee, BlackRock Fixed-Income Mutual Funds, as director, KULR Technology Groupand is a member of the board of councilors for Viterbi School of Engineering, University of Southern California, the board of directors for Direct Relief and a trustee of the Falcon Foundation, United States Air Force Academy. Any cross relationship is a problem because it interferes with objectivity, Charles Elson, professor of finance and former director of the John L. Weinberg Center for Corporate Governance at the University of Delaware explained to Fortune in 2019. With corporate offices near Washington, D.C., Boeing employsmore than 140,000 people across the United States and in more than 65 countries. He plans to remain active in business and philanthropic roles. President, Enterprise With engineering, digital analytics, supply chain and training support spanning across both the government and commercial service offerings, Boeing Global Services unsurpassed, around-the-clock support keeps our customers commercial aircraft operating at high efficiency, and provides mission assurance for nations around the world. Supporting these units is Boeing Capital Corporation, a global provider of financing solutions. Directors agree to comply with the Corporate Governance Principles and the Code of Ethical Business Conduct, as well as all other applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies, and guidelines of the Company. An accomplished aerospace executive, Joyce, 64, retired from General Electric (GE) as vice chair in 2020, where he also served as president and CEO of GE Aviation from 2008 to 2020. The election took place at the organization's annual meeting . Boeing Chairman Larry Kellner said the jet maker's remaining directors have voted to replace Kennedy with Lynn Doughtie, 58, who retired from KPMG in 2020 after serving as its U.S. chairman and . Additionally, the Board has adopted aCode of Ethical Business Conduct, to focus the Board and each Director on areas of ethical risk, provide guidance to help them continue to effectively recognize and deal with ethical issues, enhance existing mechanisms to continue the reporting of unethical conduct, and help to continue to foster and sustain a culture of honesty and accountability.

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