BOEING CO BA

15% shingled-prose overlap between the two filings.

2025: 80,950 chars · 2026: 55,215 chars

• Committee Report:8% overlap (3,806 → 529 chars)
• Pay Ratio (Item 402(u)):59% overlap (2,925 → 2,900 chars)

• changedThis Compensation Discussion and Analysis, or CD&A, describes our executive compensation programs for our 2025 2024named executive officers, or NEOs.
• newOur 2025 Named Executive Officers Robert Kelly Ortberg President and Chief Executive Officer Jesus Malave, Jr. Executive Vice President and Chief Financial Officer Stephanie F.
• changedPope Executive Vice President; President and Chief Executive Officer, Boeing Commercial Airplanes Airplanes;FormerChiefOperatingOfficerBrett C.
• changedGerry Chief Legal Officer and Executive Vice President, Global Compliance Jeffrey S. D.
• newShockey Executive Vice President of Government Operations, Global Public Policy & Corporate Strategy Brian J.
• changedWest Former Executive Vice President and Chief Financial Officer StephanieF.
• changedCD&A Roadmap Executive Summary 48 46• Overview of 2025 2024Financial and Operational Performance • Our LeadershipChangesDuring2024•NewCEO’s 2025 Compensation • Leadership Changes in 2025 ShareholderEngagementonExecutiveCompensation• How Our Pay Programs Drive Product Safety • How We Align Pay to Shareholder Interests •Overviewof2024CompensationStructure•Overviewof2024Performance-BasedCompensationDetermination of Executive Compensation 51 54• Role of Board, Management and Consultant • Shareholder Engagement on Executive Compensation Consultants• When Decisions Are Made • NEO Individual Performance Assessment Process • Independent Compensation Consultant • Market Data and Compensation Peer Group 2025 ComponentsofExecutive Compensation Structure 53 • Target Total Direct Compensation 56• Base Salary • Annual Incentive Plan • Long-Term Incentive Program Early 2026 Changes to Our Program 58 Other Program Features and Policies 58 • Retirement Benefits • Perquisites and Other Executive Benefits • Severance Benefits • Executive Stock Ownership and Stock Holding Requirements • Equity Granting Policies and Practices • Insider Trading Policy 2024CompanyPerformanceResults59• Clawback Policy 2024AnnualIncentivePlan• Tax Gross-Ups 2022-2024Long-TermIncentiveProgram2024NEOPayDecisions61• Accounting Implications Compensation Committee Interlocks and Insider Participation 62 Compensation and Risk 62 BrianJ.
• changed2026 2025Proxy Statement 47
• changedOverview of 2025 2024Financial and Operational Performance
• newIn 2025, we saw significant performance improvement in a number of key financial metrics as compared against 2024 and ended the year with record order backlogs for all three business units.
• newOur CEO’s 2025 Compensation
• changedTotal target 2025 compensation for Mr. Ortberg Ortberg’sbasesalarywas set approvedby the Board in connection with his hire in August 2024.
• newAs shown below, Mr. Ortberg’s compensation is heavily weighted toward variable, performance-based elements.
• changedHis Mr.Ortberg’s2025total target 2025 compensation for2025of $22,000,000 approximated approximatesthe market median for his role.
• newWhile the chart above summarizes Mr. Ortberg’s target pay for 2025, his actual pay realized during or with respect to 2025 is set forth on the next page.
• newThis reflects the fact that most of Mr. Ortberg’s compensation since his hire in 2024 is subject to long-term vesting requirements, which have not yet been satisfied.
• newThis structure serves to align Mr. Ortberg’s interests with those of our shareholders.
• changed48 2026 2025Proxy Statement
• newLeadership Changes in 2025
• newMr. Shockey was elected Executive Vice President of Government Operations, Global Public Policy & Corporate Strategy effective February 24, 2025.
• newMr. Malave was elected Executive Vice President and Chief Financial Officer effective August 15, 2025.
• newMr. West, who previously held that role, transitioned to the role of Special Advisor to the Chief Executive Officer.
• newThe new hire compensation arrangements for Messrs.
• newShockey and Malave are described under “2025 Executive Compensation Structure” starting on page 53.
• changedOver 100,000 of our employees, including our most senior executives, participate in plans governed by our annual incentive score, scores,which has haveincluded metrics relating to safety and quality metricssince we first introduced an operational element in 2021.
• changedMany of our other employees who do not participate in plans governed by our annual incentive score scores(including employees who are subject to collective bargaining agreements) can also earn incentives based on safety and quality performance assessed measuredat the site level, with metrics largely aligned to those utilized in our annual incentive plan.
• newWhile we continue to evolve our incentive plan goals as our business circumstances change, our standard for how those goals must be achieved is captured in our Values and Behaviors, which prioritize a focus on safety and quality, trust, people focus, ownership and innovation.
• newWe are working to create a culture where all employees feel empowered to speak up, follow through, ask for help, be curious and courageous, and do the right thing.
• changedOur executive compensation and benefit programs are designed to ensure centeredaroundacoreobjective—ensuringthat our executives are focused on building long-term, sustainable growth for our shareholders in a manner consistent with our mission corevaluesand our strategic plan.
• changedWe do this by attracting, retaining and rewarding leaders who strive to effectively drive strong financial and operating performance through their commitment to thefoundationalgoalsunderlyingour Values businessmodel:safety,quality,engineeringand Behaviors. operationalexcellence,sustainabilityandmeetingourcustomercommitments.
• changedPay for Performance A significant portion of pay for senior leaders is performance-contingent, variable and directly linked to individual and company performance, including financial and operational andfinancialperformance that drives the creation of long-term shareholder value.
• newCommitment to Values and Behaviors Individual executives are assessed not only on their business outcomes but their commitment to our values of safety and quality, trust, people focus, ownership and innovation, as demonstrated through behaviors that reinforce those values.
• newOur annual incentive plan incorporates specific and measurable goals relating to safety and quality.
• changed2026 2025Proxy Statement 49
• changedWHAT WE DO WHAT WE DON’T DO Significant portion of executive officer pay is variable and linked to company and individual performance Emphasis on long-term stock-based compensation, driving focus on strategic long-term priorities Rigorous stock ownership requirements Robust clawback policy covering certain types of misconduct or negligent conduct that compromises the safety of our products or services Active engagement with shareholders and an annual shareholder say on pay vote Independent compensation consultant reports directly to Compensation Committee Compensation Committee and independent compensation consultant review programs for sound risk management No performance-based incentive payouts if performance levels are not achieved No uncapped incentive award payouts No tax gross-ups, other than for certain relocation expenses No excessive perquisites No employment agreements or contracts (except where required by non-U.S. locallaw) No change in control arrangements No pledging or hedging of Boeing stock by executives or directors No re-pricing of stock options without shareholder approval
• changed50 2026 2025Proxy Statement
• changedRole of Board, Management and Consultant Consultants
• changedShareholder input has consistently featured as a key consideration of the Compensation Committee as we adapt our executive compensation program to changing circumstances, and this was especially the case in 2025. 2024.
• changedThe Compensation Committee will continue to consider say on pay say-on-payvote results and feedback from shareholders when reviewing our executive compensation programs and practices.
• changedThe Thistimeline below summarizes the key reviews and decisions undertaken by the Compensation Committee throughout a typical year.
• newAs shown, our executive compensation design is set early in the performance year, before the shareholder
• changed2026 2025Proxy Statement 51
• changedsay on pay Asshown,ourexecutivecompensationdesignissetearlyintheperformanceyear,beforetheshareholdersay-on-payvote occurs at our annual shareholder meeting; however, shareholder feedback obtained during our spring shareholder engagement (following the filing of our annual proxy statement) as well as the fall informs our ongoing decision-making throughout the year and in preparation for the following year.
• changedTheCEO’sIndividual performance of our executive officers is evaluated by the Compensation, GPP and Aerospace Safety Committees and reviewed with the other independent directors of the Board.
• newThe CEO also participates in this evaluation with respect to other executive officers.
• changedIndividual performance assessments are based on reflecttheCompensationCommittee’sevaluationofeach executive officer’s business achievements, contributions and overall performance.
• newThese assessments also evaluate how each executive officer exemplified and championed our Values and Behaviors, including a strong commitment to safety, quality and our people, as well as leadership that reinforces trust, accountability and innovation.
• newThe above process is used to determine individual performance scores for each executive officer, which are expressed as a percentage ranging from 0 to 120% and may increase or decrease the officer’s earned annual incentive payout for the year.
• newThe independent directors of the Board approve the individual performance score for the CEO.
• newAfter reviewing the CEO’s recommendations, as well as input gathered in consultation with the Aerospace Safety and GPP Committees, the Compensation Committee approves the individual performance scores for all other executive officers.
• changedThe Compensation Committee engaged FW Cook to serve as its independent compensation consultant during 2025. 2024.
• changedThe GPP Committee also engaged FW Cook during 2025 2024to serve as its independent compensation consultant relating to nonemployee director compensation. compensation,asdescribedonpage42.
• newThe Compensation and GPP Committees have the sole authority to modify or approve FW Cook’s compensation, determine the nature and scope of its services, evaluate its performance, terminate its engagement and hire a replacement or additional consultant at any time.
• changedIn making this assessment, the Compensation Committee considered each of the factors set forth by the SEC and the NYSE with respect to FW Cook’s thecompensationconsultant’sindependence, including that the firm consultantprovided no services for Boeing other than pursuant to its engagement by the Compensation and GPP Committees.
• changedWe maintain a compensation peer group comprised of leading U.S.-based companies, with an emphasis on aerospace and/or industrial manufacturing companies, that have a technology focus, large global operations, a diversified business structure, structureand/orroughlycomparabletotalassets,revenues and market capitalization.
• changedOn at least an annual basis, the Compensation Committee, working with its independent compensation consultant, reviews the compositionofthispeergroupanddetermineswhetheranychangesshouldbemade.
• changed52 2026 2025Proxy Statement
• newcomposition of this peer group and determines whether any changes should be made.
• changedFor purposes of 2025 decision-making, In2024,Boeing’s primary peer group consisted of the 19 companies listed below.
• changed2025 2024COMPENSATION PEERS 3M Ford Microsoft AT&T General Dynamics Northrop Grumman Caterpillar Honeywell Procter & Gamble Chevron IBM RTX RaytheonTechnologiesCisco Systems Intel United Parcel Service ExxonMobil Johnson & Johnson Verizon Communications Lockheed Martin
• newFor 2026, our peer group has been updated to remove 3M following its divestiture of a significant business segment and to add GE Aerospace, which is an industry peer following its divestiture of non-aerospace divisions in recent years.
• changedOtherwise, the Thissamegroup of companies above has constituted our peer group since 2018, with other 2018(withchanges made solely to reflect merger and divestiture activity within the group. group).
• changedAlthough our financial results and market capitalization over recent years have been severely and negatively impacted by multiple challenges, a core goal of our compensation program is to attract, retain and motivate the leaders we need to rebuild the company’s financial strength back up to (and beyond) pre-2019 levels.
• changedAccordingly, we believe that this peer group generally continues to represent the appropriate reference point for competitive pay benchmarking.
• changedOur primary data sources for peer group compensation are proxy statements and other SEC filings, supplemented by survey data provided by Willis Towers Watson and obtained through its 2024Executive Compensation Survey.
• new2025 Executive Compensation Structure
• newTarget Total Direct Compensation
• changedThe Compensation Committee and, (and,with respect to salary for our executive officers and all components of pay for our CEO, the Board, make Board)makesannual pay decisions for our executive officers within a target total direct compensation framework.
• changedThis framework includes three principal elements of executive compensation: base salary, annual incentive incentivesand long-term incentives.
• changedEach element, as well as the total, is generally benchmarked by role against market data and our 19-member peer group using median pay as a starting point; however, elements can and typically do vary from the thatmedian based on factors such as job requirements, internal pay data, business needs, unique market considerations and the executive officer’s competencies, skills, experience, contributions, qualifications, performance qualificationsand the assumption of new responsibilities or promotions. performance.
• changedThere are no specific weightings assigned to these individualfactors.
• newOur program is heavily weighted toward variable compensation and incorporates short- and long-term performance, financial and operational performance, and individual performance.
• newFIXED VARIABLE Named Executive Officer Base Salary($)1 Annual Incentive Target2 Long-Term Incentive Target ($) 2025 Target Total DirectCompensation ($) (% of Base Salary) ($) Robert K.
• newOrtberg 1,500,000 200% 3,000,000 17,500,000 22,000,000 Jesus Malave, Jr. 1,050,000 120% 1,260,000 N/A 2,310,000 Stephanie F.
• newPope 1,200,000 167% 2,004,000 10,000,000 13,204,000 Brett C.
• newGerry 960,000 100% 960,000 4,500,000 6,420,000 Jeffrey S.
• newShockey 760,000 90% 684,000 2,500,000 3,944,000 Brian J.
• newWest 1,040,000 110% 1,144,000 6,000,000 8,184,000
• new(1) Amounts reflect annual base salary rates set in February 2025, or otherwise in connection with the executive officer’s hire.
• new(2) Dollar-denominated targets reflect full-year target amounts.

More changes truncated for legibility. Open the filings on SEC for full prose.