BOEING (BA)
Sector: Industrials
2026 Annual Meeting Analysis
BOEING · Meeting: April 17, 2026
Directors FOR
3
Directors AGAINST
9
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of 12 Director Nominees
Against Analysis
Bradway has served since 2016, meaning his tenure covers the full 3-year underperformance period; Boeing's 3-year total return of +3.7% trails the company-disclosed peer group median of +67.5% by 63.8 percentage points, which exceeds the 35-point threshold for low-positive TSR companies, and the 5-year record (Boeing -17.7% vs. peer median +80.4%, a gap of 98.1 points) does not provide a mitigating longer-term track record, so the trigger stands.
Doughtie joined in 2021, giving her tenure that meaningfully overlaps the 3-year underperformance period; the 63.8-point gap versus the peer median exceeds the 35-point threshold, and the 5-year data (98.1-point gap) confirms this is not a transient dip, so the trigger stands.
Gitlin has served since 2022, so his tenure covers most of the 3-year measurement window; the 63.8-point peer underperformance gap exceeds the 35-point threshold, and the 5-year gap of 98.1 points does not mitigate, so the trigger stands.
Good has served since 2015, covering the entire underperformance period; the peer group gap of 63.8 points far exceeds the 35-point threshold, and the 5-year record is equally poor (98.1-point gap), so the trigger stands with no mitigation.
Harris joined in 2021, giving her tenure that meaningfully overlaps the 3-year underperformance window; the 63.8-point peer underperformance gap exceeds the 35-point threshold, and the 5-year data provides no mitigating track record, so the trigger stands.
Johri has served since 2020, covering the full 3-year underperformance period; the peer gap of 63.8 points exceeds the 35-point threshold, and the 5-year gap of 98.1 points eliminates any 5-year mitigant, so the trigger stands.
Joyce joined in 2021 and his tenure meaningfully overlaps the 3-year measurement window; the 63.8-point peer underperformance gap exceeds the 35-point threshold, and the 5-year data provides no mitigation, so the trigger stands.
Mollenkopf has served since 2020 and as Independent Board Chair bears heightened accountability for governance outcomes; the 63.8-point peer underperformance gap far exceeds the 35-point threshold, and the 5-year gap of 98.1 points confirms sustained underperformance, so the trigger stands with no mitigation.
Richardson has served since 2019, covering the full underperformance period; the peer gap of 63.8 points exceeds the 35-point threshold, and the 5-year data (98.1-point gap) provides no long-term mitigation, so the trigger stands.
For Analysis
Buckley joined the board in 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him.
Ortberg joined the board in 2024 as the incoming CEO, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply; he is also in the early stages of leading the company's turnaround.
Tilden joined the board in December 2025, which is within the 24-month new-director exemption period, so the TSR underperformance trigger does not apply to him.
Boeing's 3-year total shareholder return of +3.7% trails the company-disclosed compensation peer group median of +67.5% by 63.8 percentage points, which exceeds the 35-point trigger threshold for low-positive TSR companies; the 5-year gap of 98.1 points confirms this is sustained underperformance rather than a temporary trough, so the vote is AGAINST all directors whose tenure meaningfully overlaps the underperformance period. The three directors who joined within the past 24 months — Buckley, Ortberg, and Tilden — are exempt from the trigger and receive a FOR vote.
Say on Pay
✓ FORCEO
Robert K. Ortberg
Total Comp
$23,581,389
Prior Support
85%%
The prior year Say on Pay vote received 85% support — well above the 70% threshold — indicating strong shareholder endorsement of the compensation structure, and the company made meaningful program changes in response to ongoing shareholder feedback including re-introducing performance stock awards tied to pre-set financial targets and relative shareholder return in 2026. The proxy discloses that approximately 93% of the CEO's target pay is variable and performance-contingent, which satisfies the pay-mix requirement that at least 50-60% of pay be at-risk, and the 2023-2025 performance stock awards paid out at 0% due to below-threshold free cash flow results, demonstrating that the incentive structure actually withholds pay when performance falls short. While Boeing's 3-year stock performance significantly trails its peers — which is a concern addressed separately through the director election votes — the CEO (Ortberg) joined in late 2024 and his $22 million target pay was set at hire at approximately market median for the role, meaning the pay level itself is not above benchmark, and the plan structure and outcomes are reasonably aligned with shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$39,100,000
Non-Audit Fees
$4,500,000
The non-audit fees of $4.5 million (primarily related to carve-out audits for the digital aviation solutions divestiture, which were reimbursed by the buyer) represent approximately 11.5% of the $39.1 million in audit fees, which is well below the 50% threshold that would raise independence concerns; Deloitte is a Big Four firm appropriate for a company of Boeing's size and complexity, and no material restatements attributable to audit failure were identified. Auditor tenure is not disclosed in the proxy, so the tenure trigger does not fire per policy.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 4
Shareholder Proposal — Board Committee on Disability Access
Based on the context available, this proposal calls for creating a new board committee focused on disability access, which is a social-advocacy objective rather than a mainstream governance improvement that a neutral fiduciary investor would typically prioritize. The proposal appears to serve advocacy goals rather than directly protecting or enhancing shareholder value, and the board's existing committee structure — including the Compensation Committee's oversight of human capital management and the GPP Committee's oversight of public policy — already addresses workforce-related issues through established channels. Without evidence of a credible institutional filer or significant prior-year support that would signal a genuine shareholder concern, the vote determination is AGAINST.
Proposal 5
Shareholder Proposal — Action by Written Consent
The right to act by written consent is a well-established shareholder rights improvement that allows shareholders to take action between annual meetings without waiting for a formal meeting to be called, giving shareholders more timely recourse when governance concerns arise. This is a mainstream governance request consistently supported by major institutional investors and proxy advisory organizations, and it is particularly relevant at Boeing given the company's multi-year operational and safety challenges where shareholders may need to act quickly between annual meetings. The board's existing governance highlights note that shareholders already have the right to call special meetings at 25% ownership threshold, but written consent rights provide a complementary and lower-friction mechanism that further strengthens shareholder accountability.
Overall Assessment
This is a consequential ballot for Boeing shareholders: the company's stock has delivered only +3.7% over the past three years while its own peer group averaged +67.5% — a 63.8-point gap that triggers AGAINST votes for nine of twelve director nominees (all those with tenure exceeding 24 months), while the three newest directors receive FOR votes given their limited time on the board. The Say on Pay vote receives a FOR based on a well-structured variable pay program with genuine pay-for-performance outcomes, the auditor ratification is clean, and the written consent stockholder proposal merits support as a mainstream shareholder rights improvement.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing