Who is W. James McNerney, Jr. and what is his new role at Boeing?

W. James McNerney, Jr. has been appointed as the new Chairman, President, and Chief Executive Officer of The Boeing Company, effective July 1, 2005. He is a seasoned executive with prior experience as Chairman and CEO of 3M Company and in leadership roles at General Electric, including GE Aircraft Engines.

What are the key components of Mr. McNerney's compensation package?

Mr. McNerney's compensation package includes an annual base salary of $1,750,000, an annual bonus with a target of at least 170% of base salary, and substantial "One-Time Buy-Out Equity Awards" valued at approximately $25.3 million to compensate for forfeited awards from his previous employer. He will also participate in long-term incentive programs and receive a supplemental retirement benefit.

What changes are being made to the Board of Directors' compensation?

The standard compensation for non-employee directors has been adjusted. Specifically, the additional compensation previously planned for the Non-Executive Chairman will be eliminated. Instead, the Lead Director will receive an annual cash retainer of $60,000 in addition to their standard non-employee director compensation.

What are the terms regarding Mr. McNerney's employment duration and potential severance?

The employment agreement has an initial term of three years with automatic extensions. In the event of an involuntary termination without Cause or a voluntary termination for Good Reason, Mr. McNerney is entitled to full vesting of his equity awards, supplemental pension benefits, and severance pay equivalent to two times his base salary plus target bonus, along with continued health benefits for two years. These severance provisions are modified in the case of termination at or after age 62, or in connection with a Change in Control.

BA/BA-PA 8-K: Leadership Changes & Material Agreements

Summary

This Form 8-K filing by The Boeing Company (BA) announces the formal appointment of W. James McNerney, Jr. as Chairman, President, and Chief Executive Officer, effective July 1, 2005. The report details the comprehensive executive employment agreement entered into between Boeing and Mr. McNerney, outlining his compensation, benefits, and terms of employment. This marks a significant leadership transition for the company, with Mr. McNerney bringing extensive experience from his previous roles at 3M Company and General Electric, including GE Aircraft Engines. The filing also addresses changes to the Board of Directors' compensation structure for non-employee directors, specifically eliminating additional compensation for the Non-Executive Chairman and establishing an annual cash retainer for the Lead Director. James A. Bell will continue as Executive Vice President and Chief Financial Officer, while Lewis E. Platt transitions from Non-Executive Chairman to Lead Director. Investors should note the detailed provisions regarding Mr. McNerney's base salary, bonus potential, substantial equity awards designed to compensate for forfeited awards from his previous employer, long-term incentives, and a significant supplemental retirement benefit, alongside standard executive perquisites and severance provisions.

Key Highlights

1W. James McNerney, Jr. appointed Chairman, President, and CEO, effective July 1, 2005.
2Formalized executive employment agreement between Boeing and Mr. McNerney outlines compensation and terms.
3James A. Bell remains EVP and CFO; Lewis E. Platt becomes Lead Director.
4Mr. McNerney's compensation includes a base salary of $1,750,000 and a target annual bonus of at least 170% of base salary.
5Significant "One-Time Buy-Out Equity Awards" granted to Mr. McNerney totaling $25,289,880 in restricted stock to replace forfeited 3M equity.
6Supplemental retirement benefit includes a lump sum payment upon termination or Change in Control, valued at approximately $22 million (as of Dec 31, 2005 estimate).
7Changes to non-employee director compensation: elimination of Non-Executive Chairman pay and new $60,000 retainer for Lead Director.

BOEING CO 8-K Report, Material Agreement (Jul 6, 2005)

Summary

Key Highlights

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