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

Picture of Robert A Bradway.
Chairman and CEO, Amgen Inc.

Boeing director since: 2016

Professional highlights:

  • Chairman and CEO, Amgen Inc. (Chairman 2013-present; CEO 2012-present)
  • President and COO, Amgen Inc. (2010-2012)
  • Executive Vice President and CFO, Amgen Inc. (2007-2010)

Independent: Yes

Other current directorships:

  • Amgen Inc.

Mr. Bradway brings to the Board critical skills in the areas of high technology, product development, financial oversight, product safety, and risk management. His experience as a senior executive in the biotechnology industry, including as Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer of Amgen, provides him with an extensive understanding of the strategic considerations and challenges associated with meeting the requirements of numerous safety and regulatory compliance regimes around the world. In addition, he previously served as a director of Norfolk Southern Corporation, one of the nation’s largest railroad transportation companies, where virtually every aspect of operations is heavily regulated and subject to strict safety-related oversight. In recognition of Mr. Bradway’s experience in corporate finance, risk management, and executive leadership, the Board elected him to serve as Chair of the Finance Committee and as a member of the Audit Committee.

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

David L. Calhoun

Picture of David L Calhoun.
President and CEO, The Boeing Company

Boeing director since: 2009

Professional highlights:

  • President and CEO, The Boeing Company (2020-present)
  • Senior Managing Director and Head of Private Equity Portfolio Operations, The Blackstone Group (2014-2020)
  • Chairman and CEO, Nielsen Holdings plc. (Chairman 2014-2016; CEO 2010-2014); Chairman and CEO, The Nielsen Company B.V. (2006-2014)
  • Vice Chairman, General Electric Company; President and CEO, GE Infrastructure (2005-2006); President and CEO, GE Transportation (aircraft engines and rail) (2003-2005); President and CEO, GE Aircraft Engines (2000-2003)

Independent: No

Other current directorships:

  • Caterpillar Inc.

Mr. Calhoun brings a diverse skill set to the Board, including deep and long-standing aviation industry experience as Boeing’s President and Chief Executive Officer, former Boeing Chairman and independent Lead Director, and a multi-year tenure as the leader of GE’s transportation and aircraft engines businesses. He also brings experience leading businesses through periods of change, having led Nielsen’s transformation into a leading global information and measurement company. In addition, Mr. Calhoun brings to Boeing strong leadership and valuable insight and perspective on a wide array of strategic and business matters, stemming from his vast executive, management and operational experience at Blackstone, as well as at Nielsen and GE. Mr. Calhoun’s significant global aerospace, aircraft, manufacturing and high-technology industry expertise, as well as leadership experience on the boards of Caterpillar and Gates Industrial Corporation, position him well to serve on the Board and lead Boeing as President and Chief Executive Officer.

Lynne M. Doughtie

Picture of Lynne M. Doughtie. Director Since 2021.
Former US Chairman and CEO, KPMG

Boeing director since: 2021

Professional highlights:

  • U.S. Chairman and CEO, KPMG (2015-2020)
  • Vice Chair of Advisory Practice, KPMG (2011-2015)

Independent: Yes

Other current directorships:

  • Workday, Inc.

Ms. Doughtie brings insights and expertise from her extensive experience in the accounting profession and executive experience leading a Big Four public accounting firm. She began her career in KPMG’s audit practice in 1985 and held various national, regional, and global leadership roles, including lead partner for several of KPMG’s major clients. Ms. Doughtie has had significant exposure to issues facing complex, global companies and has expertise in risk management, internal controls, culture change and regulatory compliance. Ms. Doughtie also previously served on the boards of Catalyst, Inc. and Chief Executives for Corporate Purpose and has been recognized for her leadership in inclusion and diversity and values leadership. Ms. Doughtie’s financial expertise, executive leadership experience, risk management and regulatory skills, and experience driving culture change bring significant value to the Board.

Ms. Doughtie is a member of the Audit Committee and the Finance Committee.

Edmund P. Giambastiani Jr.

Picture of Admiral Edmund P Giambastiani Junior, U S Navy (retired).
Seventh Vice Chairman, U.S. Joint Chiefs of Staff; Former Supreme Allied Commander Transformation, NATO

Boeing director since: 2009

Professional highlights:

  • President, The Giambastiani Group LLC (2009-present)
  • Seventh Vice Chairman, U.S. Joint Chiefs of Staff (2005-2007)
  • Supreme Allied Commander Transformation, NATO (2003-2005)
  • Commander, U.S. Joint Forces Command (2002-2005)
  • Admiral, U.S. Navy (retired); career nuclear-trained submarine officer with commands at the submarine (two), squadron and fleet levels
  • Senior military assistant to the Secretary of Defense

Independent: Yes

Other current directorships/trusteeships:

  • First Eagle Alternative Credit, LLC
  • Board of Trustees of the Invesco U.S. ETF Complex (6 trusts comprising 211 funds)

Admiral Giambastiani brings a wide breadth of experience with major program development, program resourcing, and other aspects of managing large U.S. armed forces acquisition programs, with a particular focus on high-technology programs. He is a career U.S. Navy nuclear-trained submarine officer with extensive operational, maintenance, overhaul, engineering, and acquisition experience. During his distinguished U.S. military career of over 40 years, Admiral Giambastiani developed extensive strategic, leadership, risk management, operational, and engineering experience that complements Boeing’s diverse business needs. These skills enable him to provide expert advice to senior management and his fellow directors on a range of technical and operational matters. Since his retirement from the Navy, Admiral Giambastiani has expanded his oversight experience, serving on numerous U.S. Government advisory boards, accident/incident investigation teams and task forces. Admiral Giambastiani significantly enhances the Board’s strategic and management oversight abilities, particularly with respect to product quality and safety. As a result of his experience as a senior military leader in strategy development and program risk oversight, as well as his expertise with respect to safety and cybersecurity, the Board elected Admiral Giambastiani to serve as Chair of the specially-appointed Committee on Airplane Policies and Processes, and later the Chair of the standing Aerospace Safety Committee. 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

Picture of Lynn J Good.
Chairman, President and CEO, Duke Energy Corporation

Boeing director since: 2015

Professional highlights:

  • Chairman, President and CEO, Duke Energy Corporation (Chairman 2016-present; President and CEO 2013-present)
  • Vice Chairman, Duke Energy Corporation (2013-2016)
  • Executive Vice President and CFO, Duke Energy Corporation (2009-2013)

Independent: Yes

Other current directorships:

  • Duke Energy Corporation

Ms. Good brings to the Board substantial experience in executive leadership, safety, corporate governance, financial management and accounting, as well as operational expertise in a highly regulated, capital-intensive industry. Ms. Good’s record as Chief Executive Officer and Chairman of Duke Energy, one of the nation’s largest grid and generation operators, enables her to advise management on a wide range of strategic, financial and governance matters, including the challenges associated with safety performance, large-scale capital projects, transformative technologies and crisis management. Ms. Good also has vast financial management experience, gained principally from her prior service as Chief Financial Officer and Treasurer of Duke Energy. Ms. Good also has extensive capital markets proficiency, significant merger and restructuring experience and accounting and auditing skills earned from nearly 30 years as a Certified Public Accountant and 11 years as an audit partner at Arthur Andersen LLP and Deloitte & Touche LLP. Ms. Good also serves as chair of the Institute of Nuclear Power Operations, a not-for-profit organization responsible for promoting the highest levels of safety and reliability in nuclear plant operations. Ms. Good earned Bachelor of Science degrees in systems analysis and accounting from Miami University.

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

Akhil Johri

Picture of Akhil Johri.
Former Executive Vice President and CFO, United Technologies Corporation

Boeing director since: 2020

Professional highlights:

  • Operating Advisor, Clayton, Dubilier & Rice (2021-Present)
  • Special Advisor to the Chairman and CEO, United Technologies Corporation (2019-2020)
  • Executive Vice President and CFO, United Technologies Corporation (2015-2019)
  • CFO, Pall Corporation (2013-2014)
  • Vice President, Finance and CFO, UTC Propulsion and Aerospace Systems, United Technologies Corporation (2011-2013)
  • Vice President, Financial Planning and Investor Relations, United Technologies Corporation (2009-2011)

Independent: Yes

Other current directorships:

  • Cardinal Health Inc.

Mr. Johri brings to the Board extensive aerospace industry expertise from his more than 30 years at United Technologies, as well as critical skills developed while serving as Chief Financial Officer at multiple Fortune 500 companies. These skills enable Mr. Johri to provide critical insights to the Board in areas as diverse as financial strategy, strategic operations, the dynamics of managing a complex, global supply chain, articulating corporate strategy to investors and other stakeholders and mitigating risks associated with the development of new products and services at a large industrial manufacturer. Mr. Johri also brings to the Board unique insights relating to his senior leadership experience at United Technologies, a major supplier to aerospace companies like Boeing. In addition, as an independent director and audit committee member at Cardinal Health, Mr. Johri brings to the Board experience in risk oversight and corporate governance of a large company in a highly regulated industry. In recognition of Mr. Johri’s extensive experience in corporate finance and strategic matters, the Board elected him to serve as Chair of the Audit Committee. Mr. Johri is a graduate of the Indian Institute of Management, Ahmedabad, and is a Chartered Accountant.

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

Lawrence W. Kellner, Chairman of the Board

Picture of Lawrence W Kellner.
Former Chairman and CEO, Continental Airlines, Inc.

Boeing director since: 2011; Non-Executive Chairman (2019-present)

Professional highlights:

  • President, Emerald Creek Group, LLC (2010-present)
  • Chairman and CEO, Continental Airlines, Inc. (2004-2009)
  • President and COO, Continental Airlines, Inc. (2003-2004)

Independent: Yes

Other current directorships:

  • Marriott International, Inc.

Mr. Kellner brings to the Board extensive airline industry experience developed during his 14 years of service in key leadership positions at Continental Airlines, including Chairman, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer. Mr. Kellner possesses a deep understanding of strategic planning, customer requirements and operational management in the airline industry. As CEO of Continental Airlines, Mr. Kellner led a highly regulated global airline committed to safety through strong training programs, as well as coordination and integration among pilots, civil aviation authorities and other internal and external stakeholders. He also has deep experience in meeting the requirements of numerous safety and regulatory compliance regimes around the world. In addition, Mr. Kellner has detailed finance and accounting knowledge gained principally from his experience as Chief Financial Officer at Continental Airlines and American Savings Bank. Mr. Kellner also brings to the Board corporate governance expertise from his service as lead director of Marriott, as former chairman of Sabre, and on the boards of other Fortune 500 companies. As a result of his leadership experience in the airline industry, his record of independent leadership at Boeing and his distinguished service on other corporate boards, the Board elected Mr. Kellner to serve as Chairman of the Board.

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

Steven M. Mollenkopf

Picture of Steven M Mollenkopf.
CEO, Qualcomm Incorporated

Boeing director since: 2020

Professional highlights:

  • CEO, Qualcomm Incorporated (2014-present)*
  • CEO-elect and President, Qualcomm Incorporated (2013-2014)
  • President and COO, Qualcomm Incorporated (2011-2013)

Independent: Yes

Other current directorships:

  • Qualcomm Incorporated

Mr. Mollenkopf’s experience as the Chief Executive Officer and Chief Operating Officer of Qualcomm, an engineering-driven, high-technology manufacturing company, enables him to bring critical insights to the Board in areas such as engineering leadership, risk management, leading a complex business with a global reach and oversight of large-scale efforts to develop and test new technologies. A long-time engineer who started with Qualcomm over 25 years ago, Mr. Mollenkopf also possesses expertise and direct leadership experience in precision engineering, project management, manufacturing, quality control and designing testing regimes for complex systems. 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 bachelor’s degree in electrical engineering from Virginia Tech and a master’s degree in electrical engineering from the University of Michigan. Mr. Mollenkopf is retiring as CEO of Qualcomm on June 30, 2021, at which time he will become a Special Adviser to Qualcomm.

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

John M. Richardson

Picture of John M Richardson.
31st Chief of Naval Operations, U.S. Navy; Former Director of the Naval Nuclear Propulsion Program, U.S. Navy

Boeing director since: 2019

Professional highlights:

  • 31st Chief of Naval Operations, U.S. Navy (2015-2019)
  • Director of the Naval Nuclear Propulsion Program, U.S. Navy (2012-2015)

Independent: Yes

Other current directorships:

  • BWX Technologies, Inc.
  • The Exelon Corporation

Admiral Richardson brings deep expertise in safety, regulation and oversight of complex, high-risk systems, as well as extensive crisis management and national security experience. During his 37 years of service in the U.S. Navy, Admiral Richardson served as the Director of the Naval Nuclear Propulsion Program, a joint activity of the Navy and Department of Energy, serving the Navy and as Deputy Administrator in the National Nuclear Security Administration. In this capacity, he exercised all responsibilities, including applicable regulatory authorities, over related facilities, radiological controls, environmental safety and health matters, as well as selection, training, and assignment of personnel supporting over 100 nuclear power plants operating on nuclear-powered warships around the world. Operationally, Admiral Richardson brings extensive experience managing operations on a global basis. He commanded the submarine USS Honolulu and served as naval aide to the President of the United States. As Chief of Naval Operations, he was responsible for the management of 600,000 sailors and civilians, 290 warships, and over 2,000 aircraft worldwide. As a result of his safety and operational knowledge, the Board elected Admiral Richardson to the Aerospace Safety Committee, as well as Chair of the Special Programs Committee. 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.

Ronald A. Williams

Picture of Ronald A Williams.
Former Chairman, President and CEO, Aetna Inc.

Boeing director since: 2010

Professional highlights:

  • Chairman and CEO, RW2 Enterprises, LLC (2011-present)
  • Chairman, President and CEO, Aetna Inc. (Chairman 2006-2011; President 2002-2007; CEO 2006-2010)
  • Executive Vice President and Chief of Health Operations, Aetna Inc. (2001-2002)

Independent: Yes

Other current directorships:

  • American Express Company
  • Johnson & Johnson

Mr. Williams brings to the Board significant strategic, leadership, operations and management experience from his tenure at Aetna, including as Chairman and Chief Executive Officer. With more than 25 years of experience in the health care industry, Mr. Williams provides valuable insight into health insurance and employee benefits best practices, as well as the many related areas associated with managing the requirements of companies in industries with large numbers of employees in U.S. and non-U.S. locations. Mr. Williams also brings experience in significant corporate transformations from his time at Aetna. In addition, his service as lead director and chair of the risk committee of American Express has enhanced his expertise in risk management at large, global companies. Mr. Williams’ executive leadership and experience in corporate governance matters at Aetna and through his service on other boards of directors enable him to serve a crucial role as Chair of the Governance, Organization and Nominating Committee and as a member of the Compensation Committee.

Mr. Williams is Chair of the Governance, Organization and Nominating Committee and a member of the Compensation 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 with the Audit Committee by clicking here and completing the provided form.

If you have difficulty accessing the form, you may call the Boeing Ethics Line at 1-888-970-7171 and indicate that this is a communication to the Audit Committee.

Additional Information

Code of Business Conduct

Click on the appropriate link below.

Employee (PDF)

Board (PDF)

Finance (PDF)