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2023 Proxy Statement
Message from Our Chair
Notice of 2023 Annual Meeting of Shareholders
Table of Contents
Proxy Summary
- Voting Recommendations of the Board
- Director Nominees
- Shareholder Outreach
- Governance Highlights
- Executive Compensation
- Sustainability
Election of Directors
Item 1 - Election of Directors
- Director Qualification Criteria
- Board Refreshment
- Board Composition
- Director Nominees
Governance & Sustainability
Corporate Governance
- Leadership Structure
- Director Independence
- Shareholder Outreach
- Board Committees
- Risk Oversight
- Meeting Attendance
- Board and Director Evaluations
- Communication with the Board
- Codes of Conduct
- Compensation of Directors
- Director Stock Ownership Requirements
- Compensation Consultant
- Director Retirement Policy
- Related-Person Transactions
Sustainability
- Sustainability Approach and Governance
- People
- Products and Services
- Operations
- Communities
Executive Compensation
Item 2 - Approve, on an Advisory Basis, Named Executive Officer Compensation
Item 3 - Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation
Compensation Discussion and Analysis
- Executive Summary
- How Executive Compensation is Determined
- Components of Executive Compensation
- 2022 Company Performance Metrics and Results
- 2022 NEO Pay Decisions
- 2023 Changes to Our Program Design
- Early 2023 Compensation Actions
- Other Design Elements
- Additional Considerations
- Compensation Committee Report
- Compensation Committee Interlocks and Insider Participation
- Compensation and Risk
Compensation of Executive Officers
- Summary Compensation Table
- 2022 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2022 Fiscal Year-End
- Option Exercises and Stock Vested
- 2022 Pension Benefits
- 2022 Nonqualified Deferred Compensation
- Potential Payments upon Termination
- Pay Ratio
- Pay Versus Performance
Incentive Stock Plan
Item 4 - Approve The Boeing Company 2023 Incentive Stock Plan
- How the Share Reserve was Determined
- Summary of the 2023 Plan
- U.S. Federal Income Tax Consequences of Awards
- New Benefits under the 2023 Plan
- Registration with the SEC
- Equity Compensation Plan Information
Independent Auditor
Item 5 - Ratify the Appointment of Independent Auditor
- Independent Auditor Fees
- Audit Committee Report
Stock Ownership
Stock Ownership Information
- Directors, Director Nominees and Executive Officers
- Principal Shareholders
- Delinquent Section 16(a) Reports
Shareholder Proposals
Item 6 - China Report
Item 7 - Report on Lobbying Activities
Item 8 - Report on Climate Lobbying
Item 9 - Pay Equity Disclosure
Additional Information
Annual Meeting Information
- Attending the Virtual Annual Meeting
- Frequently Asked Questions
- The 2024 Annual Meeting
Appendix A: The Boeing Company 2023 Incentive Stock Plan
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2023 Proxy Statement
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Page 86 of 111
2023 Proxy Statement
Message from Our Chair
Notice of 2023 Annual Meeting of Shareholders
Table of Contents
Proxy Summary
- Voting Recommendations of the Board
- Director Nominees
- Shareholder Outreach
- Governance Highlights
- Executive Compensation
- Sustainability
Election of Directors
Item 1 - Election of Directors
- Director Qualification Criteria
- Board Refreshment
- Board Composition
- Director Nominees
Governance & Sustainability
Corporate Governance
- Leadership Structure
- Director Independence
- Shareholder Outreach
- Board Committees
- Risk Oversight
- Meeting Attendance
- Board and Director Evaluations
- Communication with the Board
- Codes of Conduct
- Compensation of Directors
- Director Stock Ownership Requirements
- Compensation Consultant
- Director Retirement Policy
- Related-Person Transactions
Sustainability
- Sustainability Approach and Governance
- People
- Products and Services
- Operations
- Communities
Executive Compensation
Item 2 - Approve, on an Advisory Basis, Named Executive Officer Compensation
Item 3 - Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation
Compensation Discussion and Analysis
- Executive Summary
- How Executive Compensation is Determined
- Components of Executive Compensation
- 2022 Company Performance Metrics and Results
- 2022 NEO Pay Decisions
- 2023 Changes to Our Program Design
- Early 2023 Compensation Actions
- Other Design Elements
- Additional Considerations
- Compensation Committee Report
- Compensation Committee Interlocks and Insider Participation
- Compensation and Risk
Compensation of Executive Officers
- Summary Compensation Table
- 2022 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2022 Fiscal Year-End
- Option Exercises and Stock Vested
- 2022 Pension Benefits
- 2022 Nonqualified Deferred Compensation
- Potential Payments upon Termination
- Pay Ratio
- Pay Versus Performance
Incentive Stock Plan
Item 4 - Approve The Boeing Company 2023 Incentive Stock Plan
- How the Share Reserve was Determined
- Summary of the 2023 Plan
- U.S. Federal Income Tax Consequences of Awards
- New Benefits under the 2023 Plan
- Registration with the SEC
- Equity Compensation Plan Information
Independent Auditor
Item 5 - Ratify the Appointment of Independent Auditor
- Independent Auditor Fees
- Audit Committee Report
Stock Ownership
Stock Ownership Information
- Directors, Director Nominees and Executive Officers
- Principal Shareholders
- Delinquent Section 16(a) Reports
Shareholder Proposals
Item 6 - China Report
Item 7 - Report on Lobbying Activities
Item 8 - Report on Climate Lobbying
Item 9 - Pay Equity Disclosure
Additional Information
Annual Meeting Information
- Attending the Virtual Annual Meeting
- Frequently Asked Questions
- The 2024 Annual Meeting
Appendix A: The Boeing Company 2023 Incentive Stock Plan
2023 Proxy Statement
2023 Proxy Statement
Message from Our Chair
Notice of 2023 Annual Meeting of Shareholders
Table of Contents
Proxy Summary
- Voting Recommendations of the Board
- Director Nominees
- Shareholder Outreach
- Governance Highlights
- Executive Compensation
- Sustainability
Election of Directors
Election of Directors
Item 1 - Election of Directors
- Director Qualification Criteria
- Board Refreshment
- Board Composition
- Director Nominees
Governance & Sustainability
Governance & Sustainability
Corporate Governance
- Leadership Structure
- Director Independence
- Shareholder Outreach
- Board Committees
- Risk Oversight
- Meeting Attendance
- Board and Director Evaluations
- Communication with the Board
- Codes of Conduct
- Compensation of Directors
- Director Stock Ownership Requirements
- Compensation Consultant
- Director Retirement Policy
- Related-Person Transactions
Sustainability
- Sustainability Approach and Governance
- People
- Products and Services
- Operations
- Communities
Executive Compensation
Executive Compensation
Item 2 - Approve, on an Advisory Basis, Named Executive Officer Compensation
Item 3 - Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation
Compensation Discussion and Analysis
- Executive Summary
- How Executive Compensation is Determined
- Components of Executive Compensation
- 2022 Company Performance Metrics and Results
- 2022 NEO Pay Decisions
- 2023 Changes to Our Program Design
- Early 2023 Compensation Actions
- Other Design Elements
- Additional Considerations
- Compensation Committee Report
- Compensation Committee Interlocks and Insider Participation
- Compensation and Risk
Compensation of Executive Officers
- Summary Compensation Table
- 2022 Grants of Plan-Based Awards
- Outstanding Equity Awards at 2022 Fiscal Year-End
- Option Exercises and Stock Vested
- 2022 Pension Benefits
- 2022 Nonqualified Deferred Compensation
- Potential Payments upon Termination
- Pay Ratio
- Pay Versus Performance
Incentive Stock Plan
Incentive Stock Plan
Item 4 - Approve The Boeing Company 2023 Incentive Stock Plan
- How the Share Reserve was Determined
- Summary of the 2023 Plan
- U.S. Federal Income Tax Consequences of Awards
- New Benefits under the 2023 Plan
- Registration with the SEC
- Equity Compensation Plan Information
Independent Auditor
Independent Auditor
Item 5 - Ratify the Appointment of Independent Auditor
- Independent Auditor Fees
- Audit Committee Report
Stock Ownership
Stock Ownership
Stock Ownership Information
- Directors, Director Nominees and Executive Officers
- Principal Shareholders
- Delinquent Section 16(a) Reports
Shareholder Proposals
Shareholder Proposals
Item 6 - China Report
Item 7 - Report on Lobbying Activities
Item 8 - Report on Climate Lobbying
Item 9 - Pay Equity Disclosure
Additional Information
Additional Information
Annual Meeting Information
- Attending the Virtual Annual Meeting
- Frequently Asked Questions
- The 2024 Annual Meeting
Appendix A: The Boeing Company 2023 Incentive Stock Plan
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