Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced, Gregory D. Smith, Executive Vice President, Enterprise Operations and Chief Financial Officer, plans to retire from The Boeing Company (the “Company”) effective July 9, 2021. On June 29, 2021, the Company’s Board of Directors (the “Board”) elected Brian J. West to serve as Executive Vice President and Chief Financial Officer effective August 27, 2021 (the “Effective Date”) and elected David A. Dohnalek, the Company’s Senior Vice President and Treasurer, to serve as Interim Chief Financial Officer from July 9, 2021 until the Effective Date.
Mr. West, 51, served as Executive Vice President and Chief Financial Officer of Refinitiv (a London Stock Exchange Group business and provider of financial markets data and infrastructure) from November 2018 to June 2021. Prior to that, he served as Chief Financial Officer and Executive Vice President of Operations of Oscar Insurance Corporation from January 2016 to October 2018. Mr. West served as Chief Operating Officer of Nielsen Holdings plc from March 2014 to December 2015 and as Chief Financial Officer of Nielsen Holdings plc (or its predecessor) from February 2007 to March 2014. Prior to joining Nielsen, Mr. West was employed by the General Electric Company as the Chief Financial Officer of its GE Aviation division from June 2005 to February 2007 and Chief Financial Officer of its GE Aviation Services division from March 2004 to June 2005. Prior to that, Mr. West held several senior financial positions across General Electric Company businesses, including Plastics, Energy, and Transportation.
Mr. West will receive an annual base salary of $1,000,000 and will be eligible to receive an annual incentive award with a target value of 110% of base salary paid during the year and (beginning in 2022) a long-term incentive award with a target value of 600% of base salary. For the 2021 performance period only, Mr. West’s individual bonus factor for the annual incentive plan will be no less than 100%. Additional information about the Company’s executive compensation program is set forth in the Company’s proxy statement for its 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission on March 5, 2021. In addition, on the Effective Date, he will receive: (1) a cash sign-on award of $750,000, subject to the Notice of Terms of Supplemental Cash-Based Award, filed as Exhibit 10.1 and incorporated herein by reference, (2) an award of restricted stock units (“RSUs”) with a grant date value of $3,000,000 and a three-year vesting period, subject to the Notice of Terms of Supplemental RSUs, filed as Exhibit 10.2 and incorporated herein by reference, and (3) an award of a premium-priced non-qualified stock option to purchase shares of Company stock (the “Option”) with a grant date value of $3,000,000 and a three-year vesting period, subject to the Notice of Terms of Supplemental Non-Qualified Stock Option, filed as Exhibit 10.3 and incorporated herein by reference. The per-share exercise price for the Option, which will vest after three years, will be 120% of the fair value of a share of the Company’s stock on the grant date.
Mr. Dohnalek, 62, has served as Senior Vice President and Treasurer and as Chairman of Boeing Capital Corporation since 2014. Mr. Dohnalek joined Boeing in 2002 and his previous positions include Vice President of Financial Planning & Analysis, Vice President of Investor Relations, and Assistant Treasurer of Corporate Finance & Banking. The Company has neither entered into or materially amended a material compensatory arrangement nor granted or materially amended a material award in connection with Mr. Dohnalek’s election.
A copy of the Company’s press release related to these elections is attached hereto as Exhibit 99.1 and is incorporated herein by reference.