Boeing

Overview

The Boeing Company’s business is conducted by its employees, managers and corporate officers led by the chief executive officer, with oversight from the Board of Directors. The Board's Governance, Organization and Nominating Committee periodically reviews the Company's corporate governance principles and current practices.

The Board and the corporate officers recognize that the long-term interests of the company are advanced when they are responsive to the concerns of communities, customers, employees, public officials, shareholders and suppliers.

Additionally, the Board has adopted a Code of Ethical Business Conduct, to focus the Board and each Director on areas of ethical risk, provide guidance to help them continue to effectively recognize and deal with ethical issues, enhance existing mechanisms to continue the reporting of unethical conduct, and help to continue to foster and sustain a culture of honesty and accountability. Directors agree to comply with the Corporate Governance Principles and the Code of Ethical Business Conduct, as well as all other applicable publicly disclosed corporate governance, ethics, conflict of interest, confidentiality, stock ownership and trading policies, and guidelines of the Company. Compliance, including anti-corruption topics, is discussed periodically with the Board.

Corporate Governance Principles (PDF)

Restated Certificate of Incorporation (PDF)

Bylaws (PDF)

Director Independence (PDF)

Board of Directors

Robert A. Bradway

Robert A. Bradway

Director Since 2016

Chairman and Chief Executive Officer, Amgen. Mr. Bradway has served as Chairman of Amgen Inc. since January 2013 and as Chief Executive Officer since May 2012. As CEO of Amgen, Inc., he leads a heavily regulated biopharmaceutical company focused on delivering medicines, many of them complex biologics, to millions of patients around the world. Meeting the requirements of numerous safety and regulatory compliance regimes around the world is of utmost importance to Amgen’s patients. Each step of the journey demands careful safety and regulatory oversight to ensure compliance, from the research laboratory where medicines are first imagined and created, to the rigorous manufacturing specifications of biologic medicines, to the marketing and sale of those medicines, and the ongoing post-market pharmacovigilance. Amgen maintains a commitment to the regulatory, safety and compliance requirements. His prior experience at Amgen includes service as President and Chief Operating Officer from May 2010 to May 2012 and as Executive Vice President and Chief Financial Officer from 2007 to 2010.

Mr. Bradway is a member of the Audit Committee and the Finance Committee.

 

David L. Calhoun

David L. Calhoun

Director Since 2009

President and Chief Executive Officer, Boeing. Mr. Calhoun has served as President and Chief Executive Officer of The Boeing Company since January 2020. Previously, he served as Senior Managing Director and Head of Private Equity Portfolio Operations of The Blackstone Group from January 2014 to January 2020. Mr. Calhoun served as Chairman of the Board of Nielsen Holdings plc from January 2014 to January 2016, as Chief Executive Officer of Nielsen Holdings plc from May 2010 to January 2014, and as Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V. from August 2006 to January 2014. Prior to joining Nielsen, he served as Vice Chairman of General Electric Company and President and Chief Executive Officer of GE Infrastructure from July 2005 to August 2006. During his 26-year tenure at GE, he ran multiple business units including GE Transportation, GE Aircraft Engines, GE Employers Reinsurance Corporation, GE Lighting and GE Transportation Systems. Mr. Calhoun also serves on the board of Caterpillar Inc.

 

Arthur D. Collins Jr.

Arthur D. Collins Jr.

Director Since 2007

Former Chairman and Chief Executive Officer, Medtronic. Mr. Collins served as Senior Advisor to Oak Hill Capital Partners from 2009 to 2019. Mr. Collins served as Chairman of Medtronic, Inc. from April 2002 to August 2008. At Medtronic, he was also Chairman and Chief Executive Officer from April 2002 to August 2007, President and Chief Executive Officer from May 2001 to April 2002, President and Chief Operating Officer from August 1996 to April 2001, Chief Operating Officer from January 1994 to August 1996, and Executive Vice President of Medtronic and President of Medtronic International from June 1992 to January 1994. He was Corporate Vice President of Abbott Laboratories from October 1989 to May 1992 and Divisional Vice President of Abbott from May 1984 to October 1989. Mr. Collins also serves on the board of U.S. Bancorp.

Mr. Collins is Chair of the Compensation Committee and a member of the Governance, Organization and Nominating Committee.

 

Admiral Edmund P. Giambastiani, Jr., U.S. Navy (ret)

Admiral Edmund P. Giambastiani Jr.

Director Since 2009

Seventh Vice Chairman of the U.S. Joint Chiefs of Staff; Former Supreme Allied Commander Transformation, NATO; Former Commander, U.S. Joint Forces Command. Admiral Giambastiani has served as President of the Giambastiani Group since 2009. Since retirement from the Navy, he has served on numerous U.S. Government advisory boards, investigations and task forces for the Secretaries of Defense, State and Interior and the Director of the Central Intelligence Agency. Examples of these activities include the Secretary of Defense's Task Force on DoD Nuclear Weapons Management and the National Academy of Engineering/National Research Council committee commissioned by the Secretary of the Interior that examined the Deepwater Horizon Blowout and recommended Lessons for Improving Offshore Drilling Safety. Admiral Giambastiani served as Seventh Vice Chairman of the U.S. Joint Chiefs of Staff from 2005 to 2007, Supreme Allied Commander Transformation, NATO from 2003 to 2005, and Commander, U.S. Joint Forces Command from 2002 to 2005. Admiral Giambastiani is a career U.S. Navy nuclear trained submarine officer with extensive operational, maintenance, overhaul and acquisition experience. He held commands at the submarine, squadron and fleet level. His staff experience includes service as Co-Chairman of the Defense Acquisition Board and Chairman of the Joint Requirements Oversight Council. Admiral Giambastiani also serves as a member of the board of trustees of the various Invesco Exchange Traded Fund Trusts and on the board of THL Credit, Inc. Admiral Giambastiani earned a bachelor of science degree with a minor in electrical engineering with leadership distinction from the U.S. Naval Academy.

Admiral Giambastiani is Chair of the Aerospace Safety Committee and a member of the Governance, Organization and Nominating Committee and the Special Programs Committee.

 

Lynn J. Good

Lynn J. Good

Director Since 2015

Chairman, President and Chief Executive Officer, Duke Energy Corporation. Ms. Good has served as Chairman since January 2016 and as President and Chief Executive Officer of Duke Energy Corporation since July 2013. Under Lynn's leadership, Duke Energy has maintained industry-leading safety and operational performance as one of the nation's largest grid and generation operators. This includes managing the largest regulated nuclear fleet in the U.S. Her prior experience at Duke Energy includes service as Vice Chairman from July 2013 to January 2016 and as Executive Vice President and Chief Financial Officer from July 2009 to June 2013. She also serves as the chair of the Institute of Nuclear Power Operations, the not-for-profit organization that sets industry-wide nuclear safety and operational guidelines and conducts detailed evaluations for all U.S. nuclear power plants, and as a member of the board of the Edison Electric Institute and the World Association of Nuclear Operators. Ms. Good earned bachelor of science degrees in systems analysis and accounting from Miami University.

Ms. Good is Chair of the Audit Committee and a member of the Compensation Committee.

 

Akhil Johri

Akhil Johri

Director Since 2020

Former Executive Vice President and CFO, United Technologies Corporation. Mr. Johri worked for more than 30 years at United Technologies Corporation, including as Special Advisor to the Chairman and Chief Executive Officer from 2019 to 2020, Executive Vice President and Chief Financial Officer from 2015 to 2019, Vice President, Finance and Chief Financial Officer, UTC Propulsion & Aerospace Systems from 2011 to 2013, and Vice President, Financial Planning and Investor Relations from 2009 to 2011. He also was Chief Financial Officer at Pall Corporation from 2013 to 2014. Mr. Johri also serves on the board of Cardinal Health Inc. Mr. Johri is a graduate of the Indian Institute of Management, Ahmedabad, and is a Chartered Accountant.

Mr. Johri is a member of the Audit Committee and the Finance Committee.

 

Lawrence W. Kellner

Director Since 2011

Non-Executive Chairman of the Board, Boeing; Former Chairman and Chief Executive Officer, Continental Airlines. Mr. Kellner has served as President of Emerald Creek Group, LLC since 2010. He served as Chairman and Chief Executive Officer of Continental Airlines, Inc. from December 2004 to December 2009. As CEO of Continental Airlines, Mr. Kellner led a highly regulated global airline that was committed first and foremost to safely operating every flight every day. In addition to strong training programs, safety at Continental required co-ordination and integration between several disciplines both internally (including pilots, maintenance, flight attendants and ground operations) and externally (including manufacturers, MRO vendors, airports and air traffic control). Meeting the requirements of numerous safety and regulatory compliance regimes around the world was of utmost importance to Continental and its customers. He joined Continental as Chief Financial Officer in 1995 and served as President and Chief Operating Officer from March 2003 to December 2004 and as President from May 2001 to March 2003, and was a member of the board of directors from May 2001 to December 2009. Mr. Kellner serves on the board of Marriott International, Inc.

Mr. Kellner is Non-Executive Chairman of the Board, Chair of the Governance, Organization and Nominating Committee, and a member of the Aerospace Safety Committee.

 

Caroline B. Kennedy

Director Since 2017

Former U.S. Ambassador to Japan. Ambassador Kennedy served as U.S. Ambassador to Japan from November 2013 to January 2017, Chief Executive of the Office of Strategic Partnerships of NYC Department of Education from 2002 to 2004 and Vice Chair, The Fund for Public Schools from 2002 to 2011. Prior to her service as an ambassador, she worked as a lawyer, author, and editor. Ambassador Kennedy also serves on the board of trustees of the United States-Japan Foundation.

Ambassador Kennedy is a member of the Compensation Committee and the Governance, Organization and Nominating Committee.

 

Steven M. Mollenkopf

Steven M. Mollenkopf

Director Since 2020

CEO, Qualcomm Incorporated Mr. Mollenkopf has served as Chief Executive Officer of Qualcomm Incorporated since 2014. He joined Qualcomm more than 25 years ago as an engineer. His prior experience at Qualcomm includes Chief Executive Officer-elect and President from 2013 to 2014 and President and Chief Operating Officer from 2011 to 2013. Mr. Mollenkopf is a published IEEE (Institute of Electrical and Electronics Engineers) author and an inventor on 38 patents in areas such as power estimation and measurement, multi-standard transmitters, and wireless communication transceiver technology. He holds a B.S. degree in Electrical Engineering from Virginia Tech and an M.S. degree in Electrical Engineering from the University of Michigan.

Mr. Mollenkopf is a member of the Aerospace Safety Committee and the Compensation Committee.

 

John M. Richardson

John M. Richardson

Director Since 2019

31st Chief of Naval Operations, U.S. Navy; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy. Admiral Richardson served as the 31st Chief of Naval Operations, U.S. Navy from September 2015 to August 2019. Prior to his service as Chief of Naval Operations, he served as the Director of the Naval Nuclear Propulsion Program, U.S. Navy from November 2012 to August 2015. While serving as Director of Naval Nuclear Propulsion (itself a joint Department of Energy and Department of Navy organization), Admiral Richardson was responsible for the safe and effective operation of more than 90 reactors during their full life-cycle, operating around the world on nuclear-powered warships and at several land-based facilities. Operationally, he served in four nuclear submarines, including commanding the submarine USS Honolulu. In addition, Admiral Richardson evaluated and taught prospective submarine commanding officers, who would be responsible for the lives of their shipmates in extreme environments. His 37-year career with the U.S. Navy also included service in the attack submarine division on the Chief of Naval Operations staff, as naval aide to the President of the United States and as Director of Strategy and Policy at U.S. Joint Forces Command. He also serves on the board of Exelon Corporation. He earned a bachelor of science degree in physics from the U.S. Naval Academy, a master's degree in electrical engineering from the Massachusetts Institute of Technology and Woods Hole Oceanographic Institution and a master's degree in National Security Strategy from the National War College.

Admiral Richardson is Chair of the Special Programs Committee and a member of the Aerospace Safety Committee and the Finance Committee.

 

Susan Schwab

Susan C. Schwab

Director since 2010

Former U.S. Trade Representative. Ambassador Schwab has served as Professor Emeritus since January 2020 (and served as Professor from January 2009 to January 2020) at the University of Maryland and a strategic advisor to Mayer Brown LLP since March 2010. Ambassador Schwab served as U.S. Trade Representative, Executive Office of the President from June 2006 to January 2009 and as Deputy U.S. Trade Representative from October 2005 to June 2006. Prior to her service as Deputy U.S. Trade Representative, she served as President and Chief Executive Officer of the University System of Maryland Foundation from June 2004 to October 2005, as a consultant for the U.S. Department of Treasury from July 2003 to December 2003 and as Dean of the University of Maryland School of Public Policy from July 1995 to July 2003. Ambassador Schwab also serves on the boards of Caterpillar Inc., FedEx Corporation and Marriott International, Inc.

Ambassador Schwab is a member of the Compensation Committee, the Governance, Organization and Nominating Committee and the Special Programs Committee.

 

Ronald A. Williams

Ronald A. Williams

Director since 2010

Former Chairman, President and Chief Executive Officer, Aetna. Mr. Williams has served as Chairman and Chief Executive Officer of RW2 Enterprises, LLC since May 2011. Mr. Williams served as Chairman of Aetna Inc. from October 2006 to April 2011, having previously served as President from May 2002 to July 2007, Chief Executive Officer from February 2006 to November 2010, and Executive Vice President and Chief of Health Operations from March 2001 to May 2002. Mr. Williams also serves on the boards of American Express Company and Johnson & Johnson.

Mr. Williams is Chair of the Finance Committee and a member of the Audit Committee.

Board Standing Committee Charters

The charter for each standing committee of the board of directors can be found below.

Aerospace Safety Committee (PDF)

Audit Committee  (PDF)

Compensation Committee (PDF)

Finance Committee  (PDF)

Governance, Organization and Nominating Committee  (PDF)

Special Programs Committee  (PDF)

Contact the Board of Directors

There are two ways to contact the Board of Directors:

You may communicate with our Chairman or with the non-management directors as a group by writing to:
Office of the Corporate Secretary
Boeing Corporate Offices
100 N. Riverside Plaza MC5003-1001
Chicago, IL 60606-1596

The Corporate Secretary will forward the correspondence to the Chairman or the non-management directors, as appropriate. Correspondence to the Chairman should relate to the duties and responsibilities of the Board and its committees.

You may also communicate by e-mail with the Audit Committee by clicking here and completing the provided form.

Additional Information

Code of Business Conduct

Click on the appropriate link below.

Employee (PDF)

Board (PDF)

Finance (PDF)