ANNUAL MEETING INFORMATION
delivery of your materials, conserve natural resources and reduce Boeing’s printing and mailing costs. For additional information or to elect this option, please access www.computershare.com/investor.
Beneficial Shareholders
Many brokers and banks offer electronic delivery of proxy materials to their clients. For additional information, please contact your broker, bank or other holder of record.
Are there any other items of business that will be addressed at the annual meeting?
The Board is not aware of any business that may properly be brought before the annual meeting other than those matters described in this proxy statement. If any matters other than those shown on the proxy card are properly brought before the annual meeting, the proxy card gives discretionary authority to the persons named on the proxy card to vote the shares in their best judgment.
Who pays for this proxy solicitation?
We bear the costs of soliciting proxies. We have hired Morrow Sodali LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902, to aid in the solicitation of proxies for a fee of $25,000, plus reasonable out-of-pocket expenses. Proxies may be solicited by personal interview, mail, telephone, email, and other online methods. Morrow Sodali has contacted brokerage houses, other custodians, and nominees to ask whether other persons are the beneficial owners of the shares they hold in street name and, if that is the case, will supply additional copies of the proxy materials for distribution to such beneficial owners. We will reimburse these parties for their reasonable expenses in sending proxy materials to the beneficial owners of the shares.
Where can I find the voting results of the annual meeting?
We will announce preliminary voting results at the annual meeting. We will file with the SEC a Current Report on Form 8-K containing the final voting results within four business days of the annual meeting.
What if a director nominee does not receive the required vote?
Boeing is a Delaware corporation and, under Delaware law, if an incumbent director is not elected, that director remains in office until the director’s successor is duly elected and qualified or until the director’s earlier resignation or removal. To address this potential outcome, all director nominees have executed irrevocable resignations that would be effective upon (1) such nominee’s failure to receive the required vote at the annual meeting and (2) the Board’s acceptance of such resignation. As set forth in our director resignation policy, which is described in our Corporate Governance Principles, the Board will act upon, and publicly disclose its decision with respect to, any tendered resignation within 90 days from the date of the certification of the election results.
How may I recommend individuals to serve as directors?
Shareholders may recommend qualified candidates for consideration by the GPP Committee by writing at any time to the Office of the Corporate Secretary, The Boeing Company, 929 Long Bridge Drive, MC 7949-5929, Arlington, Virginia 22202-4208. The correspondence must state the name, age and qualifications of the person proposed for consideration. The GPP Committee evaluates the qualifications of candidates properly submitted by shareholders on the same basis as those of other director candidates.
How may I obtain a copy of Boeing’s Annual Report on Form 10-K and other financial information?
Boeing’s 2024 annual report, which includes a copy of the Annual Report on Form 10-K, was delivered to shareholders with this proxy statement. Our Notice of Annual Meeting, this proxy statement and the 2024 annual report are also available at www.proxyvote.com. In addition, our Annual Report on Form 10-K, including financial statements, is available at http://investors.boeing.com/investors/reports and on the SEC’s website at www.sec.gov. Shareholders also may request an additional copy of the Annual Report on Form 10-K, which we will furnish without charge, by calling (425) 965-4550 or writing Mail Services, The Boeing Company, P.O. Box 3707, Mail Code 3T-00, Seattle, Washington 98124-2207.
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| 100 |
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2025 Proxy Statement |
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Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2024 |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and the Company’s financial performance. Required Tabular Disclosure of Compensation Actually Paid versus Performance The following table discloses information about “compensation actually paid” (CAP) to our principal executive officers (PEOs) and (on average) to our other NEOs (non-PEO NEOs) during the specified years alongside total shareholder return (TSR) and net income metrics, as well as a Company-selected measure of free cash flow. The Company selected this measure as the most important in linking compensation actually paid to our NEOs for 2024 to Company performance, as free cash flow was the predominant metric used in our 2024 annual incentive plan.
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Summary Compensation Table (SCT) Total for PEO ($) (1) |
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Compensation Actually Paid (CAP) to PEO ($) (2) |
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Average Summary Compensation Table Total for Non-PEO NEOs ($) (3) |
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Average
Compensation
Actually Paid to |
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Value of Initial Fixed $100
Investment Based On: |
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S&P 500 A&D Ind. Index TSR ($) (5) |
| 2024 |
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18,388,629 |
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15,050,812 |
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n/a |
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19,904,513 |
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(23,875,735 |
) |
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n/a |
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5,929,027 |
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(5,191,735 |
) |
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54.66 |
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136.24 |
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(11,817 |
) |
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(14,310 |
) |
| 2023 |
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n/a |
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32,770,519 |
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n/a |
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n/a |
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44,395,006 |
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n/a |
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10,767,252 |
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13,450,637 |
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80.49 |
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119.09 |
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(2,222 |
) |
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4,433 |
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| 2022 |
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n/a |
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22,597,178 |
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n/a |
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n/a |
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15,203,730 |
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n/a |
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7,337,949 |
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5,790,734 |
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58.82 |
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111.54 |
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(4,935 |
) |
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2,000 |
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| 2021 |
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n/a |
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21,167,410 |
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n/a |
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n/a |
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17,795,369 |
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n/a |
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6,148,165 |
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4,853,054 |
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62.17 |
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95.03 |
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(4,202 |
) |
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(4,396 |
) |
| 2020 |
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n/a |
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21,074,052 |
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5,221,778 |
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n/a |
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14,363,337 |
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(3,265,552) |
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4,904,755 |
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2,553,749 |
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66.10 |
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83.94 |
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(11,873 |
) |
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(19,713 |
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| (1) |
Reflects the total compensation of our current CEO, Robert K. Ortberg (who is our PEO and joined the Company in August 2024), David Calhoun (who served as CEO prior to Mr. Ortberg), and Gregory Smith (who served as interim CEO for a period of 12 days during 2020). Amounts shown are as calculated in the Summary Compensation Table (SCT) for each of the years shown (and for Mr. Smith, solely reflect compensation for his service as our CFO, since he received no additional compensation for his service as interim CEO in 2020). |
| (2) |
The dollar amounts shown in these columns reflect “compensation actually paid” to Messrs. Ortberg, Calhoun and Smith, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each of their total compensation amounts for 2024 to determine CAP are shown in the table below (which also includes the adjustments made to calculate average CAP for our non-PEO NEOs, or Other NEOs, who are identified by name and year in footnote 3). |
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Reconciliation of SCT Total to CAP Total for 2024 (a) |
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Grant Date Fair Value
of Awards Granted During 2024 ($) (b) |
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Change in
Actuarial Value
of Pension
Benefits During
2024 ($) |
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| PEO |
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18,388,629 |
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– |
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15,999,846 |
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+ |
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17,515,730 |
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– |
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0 |
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= |
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19,904,513 |
| Prior PEO |
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15,050,812 |
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– |
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13,245,567 |
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+ |
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(25,680,980) |
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– |
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0 |
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= |
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(23,875,735) |
| Other NEOs (Average) |
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5,929,027 |
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– |
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4,363,032 |
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+ |
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(6,757,731) |
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– |
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0 |
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= |
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(5,191,735) |
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(a) |
As shown in this table, the 2024 CAP totals represent the SCT figure for 2024, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during 2024, instead of the grant date value of awards granted during 2024, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for 2024. For the group of Other NEOs, averages of the foregoing amounts were used. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during 2024. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service or prior service cost and no adjustment is required for this element. |
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(b) |
Amounts disclosed in this column represent the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for 2024. For the group of Other NEOs, averages of the foregoing amounts were used. |
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(c) |
The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 71), which requires us to show the grant date fair value of equity awards granted during 2024, the CAP table requires us to calculate equity fair value as follows: |
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• |
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for awards granted during 2024 (and which are still outstanding), the year-end value; |
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• |
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for awards granted during prior years that were still outstanding as of 2024 year-end, the change in value as of 2024 year-end compared against the prior year-end; |
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• |
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for awards granted in prior years that vested during 2024, the change in value as of the vesting date compared against the prior year-end; |
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• |
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for any awards granted in 2024 that vested during 2024, the value as of the vesting date; |
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• |
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for any awards that vested during 2024, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; |
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• |
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for awards granted in prior years that were forfeited during 2024, the value as of the prior year-end. | The specific calculations for the CEO, prior CEO, interim CEO and Other NEOs (for this group, calculated as the average) for 2024 are shown in the table below.
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CAP Fair Value of Equity Calculation for 2024 |
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Awards
Outstanding
as of YE ($) |
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Change in
Value as of
YE for Awards
Outstanding
as of YE ($) |
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Change in
Value as
of Vesting
Date for Awards
That Vested
During the
Year ($) |
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Value as of
Vesting Date
for Awards
That Vested
During the
Year ($) |
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Value as of
Vesting Date
for Dividend
Equivalents
That Vested
During the
Year ($) |
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Awards
Forfeited
During the
Year ($) |
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Value of
Equity for
CAP
Purposes ($) |
|
PEO |
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17,515,730 |
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+ |
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0 |
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+ |
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0 |
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+ |
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0 |
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+ |
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0 |
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– |
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0 |
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= |
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17,515,730 |
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Prior PEO |
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5,290,378 |
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+ |
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(25,226,586) |
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+ |
|
(5,903,565) |
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+ |
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158,793 |
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+ |
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0 |
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– |
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0 |
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= |
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(25,680,980) |
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Other NEOs (Average) |
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1,205,403 |
|
+ |
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(5,438,825) |
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+ |
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(1,364,703) |
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+ |
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119,342 |
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+ |
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0 |
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– |
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1,278,948 |
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= |
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(6,757,731) |
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| (3) |
Reflects the average total compensation of our non-PEO NEOs, as calculated in the SCT for each of the years shown. Our non-PEO NEOs included in the table above are the following individuals: for 2024, Brian West, Stephanie Pope, Brett Gerry, Christopher Raymond, Stanley Deal and Theodore Colbert III; for 2023, Brian West, Stephanie Pope, Stanley Deal and Theodore Colbert III; for 2022, Brian West, Stanley Deal, Theodore Colbert III, Brett Gerry and Leanne Caret; for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal; and for 2020, Michael D’Ambrose, Stanley Deal and Leanne Caret (but excluding Mr. Smith, whose 2020 compensation is included in the interim PEO columns). |
| (4) |
The dollar amounts shown in these columns reflect average “compensation actually paid” to our other NEOs, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual average final amount of compensation earned or paid to these individuals during the applicable years. The adjustments made to their average total compensation for 2024 to determine CAP are shown in the Reconciliation of SCT Total to CAP Total table in footnote 2 above. |
| (5) |
Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index. The separate peer group used by the Compensation Committee for purposes of determining total direct compensation for our executive officers is described in more detail starting on page 55. |
| (6) |
Reflects after-tax net income attributable to stockholders prepared in accordance with GAAP for each of the years shown. |
| (7) |
Free cash flow is the financial measure from the tabular list of 2024 Most Important Measures show below, which, in the Company’s assessment, represents for 2024 the most important performance measure used to link compensation actually paid to our prior and interim CEOs and other NEOs to the Company’s performance (Mr. Ortberg did not participate in our annual incentive plan for 2024). Free cash flow is defined in Appendix A on page A-1 and is a non-GAAP financial measure. |
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| Company Selected Measure Name |
Free cash flow
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| Named Executive Officers, Footnote |
Our non-PEO NEOs included in the table above are the following individuals: for 2024, Brian West, Stephanie Pope, Brett Gerry, Christopher Raymond, Stanley Deal and Theodore Colbert III; for 2023, Brian West, Stephanie Pope, Stanley Deal and Theodore Colbert III; for 2022, Brian West, Stanley Deal, Theodore Colbert III, Brett Gerry and Leanne Caret; for 2021, Gregory Smith, David Dohnalek, Brian West, Leanne Caret, Theodore Colbert III and Stanley Deal; and for 2020, Michael D’Ambrose, Stanley Deal and Leanne Caret (but excluding Mr. Smith, whose 2020 compensation is included in the interim PEO columns).
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| Peer Group Issuers, Footnote |
Pursuant to SEC rules, the TSR figures assume an initial investment of $100 on December 31, 2019. As permitted by SEC rules, the peer group referenced for purpose of the TSR comparison is the group of companies included in the S&P 500 Aerospace and Defense Industry Index. The separate peer group used by the Compensation Committee for purposes of determining total direct compensation for our executive officers is described in more detail starting on page 55.
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| Adjustment To PEO Compensation, Footnote |
| (2) |
The dollar amounts shown in these columns reflect “compensation actually paid” to Messrs. Ortberg, Calhoun and Smith, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each of their total compensation amounts for 2024 to determine CAP are shown in the table below (which also includes the adjustments made to calculate average CAP for our non-PEO NEOs, or Other NEOs, who are identified by name and year in footnote 3). |
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Reconciliation of SCT Total to CAP Total for 2024 (a) |
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| |
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Grant Date Fair Value
of Awards Granted During 2024 ($) (b) |
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Change in
Actuarial Value
of Pension
Benefits During
2024 ($) |
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| PEO |
|
18,388,629 |
|
– |
|
15,999,846 |
|
+ |
|
17,515,730 |
|
– |
|
0 |
|
= |
|
19,904,513 |
| Prior PEO |
|
15,050,812 |
|
– |
|
13,245,567 |
|
+ |
|
(25,680,980) |
|
– |
|
0 |
|
= |
|
(23,875,735) |
| Other NEOs (Average) |
|
5,929,027 |
|
– |
|
4,363,032 |
|
+ |
|
(6,757,731) |
|
– |
|
0 |
|
= |
|
(5,191,735) |
| |
(a) |
As shown in this table, the 2024 CAP totals represent the SCT figure for 2024, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during 2024, instead of the grant date value of awards granted during 2024, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for 2024. For the group of Other NEOs, averages of the foregoing amounts were used. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during 2024. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service or prior service cost and no adjustment is required for this element. |
| |
(b) |
Amounts disclosed in this column represent the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for 2024. For the group of Other NEOs, averages of the foregoing amounts were used. |
| |
(c) |
The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 71), which requires us to show the grant date fair value of equity awards granted during 2024, the CAP table requires us to calculate equity fair value as follows: |
| |
• |
|
for awards granted during 2024 (and which are still outstanding), the year-end value; |
| |
• |
|
for awards granted during prior years that were still outstanding as of 2024 year-end, the change in value as of 2024 year-end compared against the prior year-end; |
| |
• |
|
for awards granted in prior years that vested during 2024, the change in value as of the vesting date compared against the prior year-end; |
| |
• |
|
for any awards granted in 2024 that vested during 2024, the value as of the vesting date; |
| |
• |
|
for any awards that vested during 2024, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; |
| |
• |
|
for awards granted in prior years that were forfeited during 2024, the value as of the prior year-end. | The specific calculations for the CEO, prior CEO, interim CEO and Other NEOs (for this group, calculated as the average) for 2024 are shown in the table below.
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CAP Fair Value of Equity Calculation for 2024 |
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| |
|
Awards
Outstanding
as of YE ($) |
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|
Change in
Value as of
YE for Awards
Outstanding
as of YE ($) |
|
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|
Change in
Value as
of Vesting
Date for Awards
That Vested
During the
Year ($) |
|
|
|
Value as of
Vesting Date
for Awards
That Vested
During the
Year ($) |
|
|
|
Value as of
Vesting Date
for Dividend
Equivalents
That Vested
During the
Year ($) |
|
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|
Awards
Forfeited
During the
Year ($) |
|
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|
Value of
Equity for
CAP
Purposes ($) |
|
PEO |
|
17,515,730 |
|
+ |
|
0 |
|
+ |
|
0 |
|
+ |
|
0 |
|
+ |
|
0 |
|
– |
|
0 |
|
= |
|
|
17,515,730 |
|
Prior PEO |
|
5,290,378 |
|
+ |
|
(25,226,586) |
|
+ |
|
(5,903,565) |
|
+ |
|
158,793 |
|
+ |
|
0 |
|
– |
|
0 |
|
= |
|
|
(25,680,980) |
|
Other NEOs (Average) |
|
1,205,403 |
|
+ |
|
(5,438,825) |
|
+ |
|
(1,364,703) |
|
+ |
|
119,342 |
|
+ |
|
0 |
|
– |
|
1,278,948 |
|
= |
|
|
(6,757,731) |
|
|
|
|
|
|
| Non-PEO NEO Average Total Compensation Amount |
$ 5,929,027
|
$ 10,767,252
|
$ 7,337,949
|
$ 6,148,165
|
$ 4,904,755
|
| Non-PEO NEO Average Compensation Actually Paid Amount |
$ (5,191,735)
|
13,450,637
|
5,790,734
|
4,853,054
|
2,553,749
|
| Adjustment to Non-PEO NEO Compensation Footnote |
| (2) |
The dollar amounts shown in these columns reflect “compensation actually paid” to Messrs. Ortberg, Calhoun and Smith, respectively, calculated in accordance with SEC rules. As required, the dollar amounts include (among other items) unpaid amounts of equity compensation that may be realizable in future periods, and as such, the dollar amounts shown do not fully represent the actual final amount of compensation earned or actually paid to either individual during the applicable years. The adjustments made to each of their total compensation amounts for 2024 to determine CAP are shown in the table below (which also includes the adjustments made to calculate average CAP for our non-PEO NEOs, or Other NEOs, who are identified by name and year in footnote 3). |
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|
|
Reconciliation of SCT Total to CAP Total for 2024 (a) |
|
| |
|
|
|
|
|
Grant Date Fair Value
of Awards Granted During 2024 ($) (b) |
|
|
|
|
|
|
|
Change in
Actuarial Value
of Pension
Benefits During
2024 ($) |
|
|
|
|
| PEO |
|
18,388,629 |
|
– |
|
15,999,846 |
|
+ |
|
17,515,730 |
|
– |
|
0 |
|
= |
|
19,904,513 |
| Prior PEO |
|
15,050,812 |
|
– |
|
13,245,567 |
|
+ |
|
(25,680,980) |
|
– |
|
0 |
|
= |
|
(23,875,735) |
| Other NEOs (Average) |
|
5,929,027 |
|
– |
|
4,363,032 |
|
+ |
|
(6,757,731) |
|
– |
|
0 |
|
= |
|
(5,191,735) |
| |
(a) |
As shown in this table, the 2024 CAP totals represent the SCT figure for 2024, but adjusted as required by SEC rules to (1) include the fair value of current and prior year equity awards that are outstanding, vested or forfeited during 2024, instead of the grant date value of awards granted during 2024, and (2) exclude any positive aggregate change in the actuarial present value of all defined benefit pension plan benefits for 2024. For the group of Other NEOs, averages of the foregoing amounts were used. We note the SEC rules also require CAP to include any actuarially determined service cost or prior service cost under pension plans for services rendered by the executive during 2024. However, our executives who participate in our defined benefit plans ceased accruing service credit under those plans when they were frozen at the end of 2015; thus, there is no longer service or prior service cost and no adjustment is required for this element. |
| |
(b) |
Amounts disclosed in this column represent the total of the amounts reported in the Stock Awards and Option Awards columns of the SCT for 2024. For the group of Other NEOs, averages of the foregoing amounts were used. |
| |
(c) |
The fair value of equity component of the CAP calculation was determined in accordance with SEC methodology for this disclosure. Unlike the SCT (on page 71), which requires us to show the grant date fair value of equity awards granted during 2024, the CAP table requires us to calculate equity fair value as follows: |
| |
• |
|
for awards granted during 2024 (and which are still outstanding), the year-end value; |
| |
• |
|
for awards granted during prior years that were still outstanding as of 2024 year-end, the change in value as of 2024 year-end compared against the prior year-end; |
| |
• |
|
for awards granted in prior years that vested during 2024, the change in value as of the vesting date compared against the prior year-end; |
| |
• |
|
for any awards granted in 2024 that vested during 2024, the value as of the vesting date; |
| |
• |
|
for any awards that vested during 2024, the value of any dividend equivalents that accrued during the vesting period with respect to those awards and were paid out at the same time as the underlying awards, as of the vesting date; |
| |
• |
|
for awards granted in prior years that were forfeited during 2024, the value as of the prior year-end. | The specific calculations for the CEO, prior CEO, interim CEO and Other NEOs (for this group, calculated as the average) for 2024 are shown in the table below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAP Fair Value of Equity Calculation for 2024 |
|
|
|
| |
|
Awards
Outstanding
as of YE ($) |
|
|
|
Change in
Value as of
YE for Awards
Outstanding
as of YE ($) |
|
|
|
Change in
Value as
of Vesting
Date for Awards
That Vested
During the
Year ($) |
|
|
|
Value as of
Vesting Date
for Awards
That Vested
During the
Year ($) |
|
|
|
Value as of
Vesting Date
for Dividend
Equivalents
That Vested
During the
Year ($) |
|
|
|
Awards
Forfeited
During the
Year ($) |
|
|
|
Value of
Equity for
CAP
Purposes ($) |
|
PEO |
|
17,515,730 |
|
+ |
|
0 |
|
+ |
|
0 |
|
+ |
|
0 |
|
+ |
|
0 |
|
– |
|
0 |
|
= |
|
|
17,515,730 |
|
Prior PEO |
|
5,290,378 |
|
+ |
|
(25,226,586) |
|
+ |
|
(5,903,565) |
|
+ |
|
158,793 |
|
+ |
|
0 |
|
– |
|
0 |
|
= |
|
|
(25,680,980) |
|
Other NEOs (Average) |
|
1,205,403 |
|
+ |
|
(5,438,825) |
|
+ |
|
(1,364,703) |
|
+ |
|
119,342 |
|
+ |
|
0 |
|
– |
|
1,278,948 |
|
= |
|
|
(6,757,731) |
|
|
|
|
|
|
| Compensation Actually Paid vs. Total Shareholder Return |
|
|
|
|
|
| Compensation Actually Paid vs. Net Income |
|
|
|
|
|
| Compensation Actually Paid vs. Company Selected Measure |
|
|
|
|
|
| Total Shareholder Return Vs Peer Group |
|
|
|
|
|
| Tabular List, Table |
Required Tabular Disclosure of Most Important Measures Linking Compensation Actually Paid During 2024 to Company Performance As required, we disclose below the most important measures used by the Company to link compensation actually paid to our NEOs for 2024 to Company performance. For further information regarding these performance metrics and their function in our executive compensation program, please see “Compensation Discussion and Analysis” beginning on page 45.
|
|
|
|
|
| |
|
2024 Most Important Measures (Unranked) |
|
|
• Free cash flow |
|
• Operational performance |
| |
|
• Operating earnings |
|
• Revenue |
|
|
|
|
|
| Total Shareholder Return Amount |
$ 54.66
|
80.49
|
58.82
|
62.17
|
66.1
|
| Peer Group Total Shareholder Return Amount |
136.24
|
119.09
|
111.54
|
95.03
|
83.94
|
| Net Income (Loss) |
$ (11,817,000,000)
|
$ (2,222,000,000)
|
$ (4,935,000,000)
|
$ (4,202,000,000)
|
$ (11,873,000,000)
|
| Company Selected Measure Amount |
(14,310,000,000)
|
4,433,000,000
|
2,000,000,000
|
(4,396,000,000)
|
(19,713,000,000)
|
| Measure:: 1 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Free cash flow
|
|
|
|
|
| Non-GAAP Measure Description |
Free cash flow is the financial measure from the tabular list of 2024 Most Important Measures show below, which, in the Company’s assessment, represents for 2024 the most important performance measure used to link compensation actually paid to our prior and interim CEOs and other NEOs to the Company’s performance (Mr. Ortberg did not participate in our annual incentive plan for 2024). Free cash flow is defined in Appendix A on page A-1 and is a non-GAAP financial measure.
|
|
|
|
|
| Measure:: 2 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Operational performance
|
|
|
|
|
| Measure:: 3 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Operating earnings
|
|
|
|
|
| Measure:: 4 |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Name |
Revenue
|
|
|
|
|
| Robert K. Ortberg [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 18,388,629
|
|
|
|
|
| PEO Actually Paid Compensation Amount |
$ 19,904,513
|
|
|
|
|
| PEO Name |
Robert K. Ortberg
|
|
|
|
|
| David Calhoun [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
$ 15,050,812
|
$ 32,770,519
|
$ 22,597,178
|
$ 21,167,410
|
$ 21,074,052
|
| PEO Actually Paid Compensation Amount |
$ (23,875,735)
|
$ 44,395,006
|
$ 15,203,730
|
$ 17,795,369
|
14,363,337
|
| PEO Name |
David Calhoun
|
|
|
|
|
| Gregory Smith [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| PEO Total Compensation Amount |
|
|
|
|
5,221,778
|
| PEO Actually Paid Compensation Amount |
|
|
|
|
$ (3,265,552)
|
| PEO Name |
Gregory Smith
|
|
|
|
|
| PEO | Change in Actuarial Value of Pension Benefits During Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Grant Date Fair Value of Awards Granted During Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(15,999,846)
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Fair Value of Equity Calculated Using SEC Methodology [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
17,515,730
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | YE Value of Current Year Awards Outstanding as of YE [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
17,515,730
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Value as of Vesting Date for Current Awards That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Value as of Vesting Date for Dividend Equivalents That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | Robert K. Ortberg [Member] | Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | David Calhoun [Member] | Grant Date Fair Value of Awards Granted During Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(13,245,567)
|
|
|
|
|
| PEO | David Calhoun [Member] | Fair Value of Equity Calculated Using SEC Methodology [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(25,680,980)
|
|
|
|
|
| PEO | David Calhoun [Member] | YE Value of Current Year Awards Outstanding as of YE [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
5,290,378
|
|
|
|
|
| PEO | David Calhoun [Member] | Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(25,226,586)
|
|
|
|
|
| PEO | David Calhoun [Member] | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(5,903,565)
|
|
|
|
|
| PEO | David Calhoun [Member] | Value as of Vesting Date for Current Awards That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
158,793
|
|
|
|
|
| PEO | David Calhoun [Member] | Value as of Vesting Date for Dividend Equivalents That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| PEO | David Calhoun [Member] | Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| Non-PEO NEO | Grant Date Fair Value of Awards Granted During Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(4,363,032)
|
|
|
|
|
| Non-PEO NEO | Fair Value of Equity Calculated Using SEC Methodology [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(6,757,731)
|
|
|
|
|
| Non-PEO NEO | YE Value of Current Year Awards Outstanding as of YE [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
1,205,403
|
|
|
|
|
| Non-PEO NEO | Change in Value as of YE for Prior Year Awards Outstanding as of YE [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(5,438,825)
|
|
|
|
|
| Non-PEO NEO | Change in Value as of Vesting Date for Prior Year Awards That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,364,703)
|
|
|
|
|
| Non-PEO NEO | Value as of Vesting Date for Current Awards That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
119,342
|
|
|
|
|
| Non-PEO NEO | Value as of Vesting Date for Dividend Equivalents That Vested During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
0
|
|
|
|
|
| Non-PEO NEO | Value as of Prior YE for Prior Year Awards Forfeited During the Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
(1,278,948)
|
|
|
|
|
| Non-PEO NEO | Change in Actuarial Value of Pension Benefits During Year [Member] |
|
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
|
| Adjustment to Compensation, Amount |
$ 0
|
|
|
|
|
