Boeing Nominates Two New Directors for Board
February 24 2020 - 4:34PM
Dow Jones News
By Andrew Tangel and Doug Cameron
Boeing Co. said it nominated two new outside directors with
safety and engineering experience, amid scrutiny of the board's
oversight of the prolonged 737 MAX crisis.
The aerospace giant said Monday that it had nominated former
United Technologies Corp. finance head Akhil Johri and Qualcomm
Inc. Chief Executive Steve Mollenkopf to Boeing's board. The two
would replace longtime directors Edward Liddy and Mike Zafirovski,
who Boeing said would step down from the board after the company's
annual meeting in April.
Boeing's board has come under scrutiny from U.S. lawmakers and
investors for its role overseeing the launch of the MAX nearly a
decade ago and its reaction to two crashes that claimed 346
lives.
Aviation industry officials and some shareholders have asked why
it took the board until late December to oust Dennis Muilenburg as
CEO, nine months after the second MAX crash in Ethiopia last
March.
The additions announced on Monday, along with the arrival last
year of former U.N. Ambassador Nikki Haley and retired Navy Admiral
John Richardson, would mean a third of Boeing's 13-person board has
turned over in the past year.
The board decided against other potential changes, such as
adding seats or imposing tenure limits. Chairman Larry Kellner said
the new board members would bring fresh perspective while retaining
the experience of long-tenured directors.
"We just feel like this is the right balance after a lot of
debate," Mr. Kellner said in an interview.
Regulators banned the MAX from flying last March. The protracted
grounding as Boeing works on software fixes and establish a
training protocol that will win the approval of regulators has
plunged the company into turmoil. Boeing halted the aircraft's
production in January, and potential costs and charges have
approached $20 billion.
Mr. Kellner defended the board's handling of the MAX crisis,
noting it established a safety committee after the second MAX
accident and later ousted first Boeing's commercial-airplane
division chief and then Mr. Muilenburg.
About half of the company's 13 directors have held board seats
for about a decade or longer, including new CEO David Calhoun, a
director since 2009. Mr. Kellner has been a member since 2011, and
six were in place when the company decided in 2010 to launch the
MAX.
Mr. Calhoun once ran General Electric Co.'s aircraft-engine
business, and Mr. Kellner was CEO of Continental Airlines before
the merger that created United Airlines Holdings Inc. Others on the
board hail from other heavily regulated industries such as
insurance and energy.
Boeing's board is likely to be a focus during proxy season in
coming weeks, according to some investors and advisory firms. The
company is expected to file its latest governance documents with
securities regulators next month ahead of the April shareholder
meeting.
No one filed nominations for a competing slate of directors this
year. But the board could nonetheless face symbolic actions. Last
year proxy advisory firm Glass Lewis recommended voting against Mr.
Kellner, the head of the board's audit committee. The firm said the
MAX accidents "indicate a potential lapse in the board's oversight
of risk management."
"They're doing their best to put this controversy behind them,
but it remains to be seen if that will be accomplished," Kern
McPherson, a vice president of research and engagement at Glass
Lewis, said in a recent interview.
Last fall, Boeing's board added a board-level safety committee
as part of a broader revamp of how the company handles design and
safety matters. The revamp is aimed at giving senior company
leaders and directors tighter oversight, as well as reduce the
influence of schedules and cost pressures on engineering
decisions.
Write to Andrew Tangel at Andrew.Tangel@wsj.com and Doug Cameron
at doug.cameron@wsj.com
(END) Dow Jones Newswires
February 24, 2020 16:19 ET (21:19 GMT)
Copyright (c) 2020 Dow Jones & Company, Inc.
Boeing (NYSE:BA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Boeing (NYSE:BA)
Historical Stock Chart
From Jul 2023 to Jul 2024