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The Boeing Company Compensation Committee Charter

(As amended December 15, 2008)

Purpose

The Compensation Committee is established by the Board of Directors for the primary purpose of establishing and overseeing the Company's executive and equity compensation programs.

Membership-Qualifications, Election and Removal

The Compensation Committee shall consist of three or more directors each of whom shall meet the independence requirements of the New York Stock Exchange ("NYSE"). The Chairman and the members of the Committee shall be elected annually by the Board of Directors on the recommendation of the Governance, Organization and Nominating Committee. Members may be removed by the Board in its discretion. The Committee may invite to its meetings any member of management, including the CEO, and such other persons as it deems appropriate in order to carry out its duties and responsibilities.

Responsibilities

The Compensation Committee's responsibilities include the following:

  1. 1. Annually review and approve, either as a committee or together with other independent directors as directed by the Board, the individual elements of total compensation for the CEO and other elected corporate officers including base salary, incentive awards, equity-based awards, and any other long-term incentive awards.
  2. 2. Annually review and when, as appropriate, either as a Committee or together with other independent directors as directed by the Board, approve the following as they affect the CEO and other elected corporate officers: any employment agreements and severance agreements, any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits.
  3. 3. Annually review and when as appropriate, either as a Committee or together with other independent directors as directed by the Board, approve any special or supplemental compensation and benefits for the CEO and the elected corporate officers and persons who formerly served in such positions, including supplemental retirement benefits and the perquisites provided to them during and after employment.
  4. 4. Review and approve corporate goals and objectives relevant to CEO's compensation, evaluate the CEO's performance in light of those goals and objectives, and either as a committee or together with other independent directors as directed by the Board, determine and approve the CEO's compensation level based on this evaluation.
  5. 5. Receive periodic reports on the Company's compensation programs as they affect all employees.
  6. 6. Make changes to compensation plans within the scope of the Committee's authority to amend such plans, report to the Board regarding such changes, as appropriate and recommend additions or deletions to current executive compensation plans to the extent appropriate for Board action.
  7. 7. Prepare an annual Compensation Committee Report as required by SEC rules to be included in the Company's proxy statement or annual report on Form 10-K stating that the Committee has reviewed and discussed the Compensation Discussion and Analysis ("CD&A") with management and based on the review and discussions, the Committee recommended to the Board of Directors that the CD&A be included in the Company's annual report on Form 10-K and, as applicable, the Company's proxy statement.
  8. 8. Review the Company's incentive compensation and other equity-based plans and recommend changes to such plans to the Board when necessary. The Committee shall have and shall exercise all the authority of the Board with respect to the administration of such plans.
  9. 9. Oversee compliance with the requirements of the NYSE rules that shareholders approve equity compensation plans, with limited exceptions.
  10. 10. Monitor the Company's compliance with the requirements of the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and corporate officers and with all other applicable laws affecting employee compensation.
  11. 11. Review and approve any stock ownership guidelines applicable to the CEO and any other members of management of the Company and monitor compliance therewith.
  12. 12. Conduct an annual performance evaluation of the Committee.
  13. 13. The Compensation Committee has the authority to obtain advice and assistance from legal, accounting or other advisors as deemed necessary to perform its duties and responsibilities. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to such advisors that the Committee chooses to engage. If the Committee enlists the services of a consultant to assist in the evaluation of director, CEO or senior executive compensation, the Committee has sole authority to retain and terminate the consulting firm, including sole authority to approve the firm's fees and other retention terms.

Meetings

The Committee meets in conjunction with the regular Board meetings, and otherwise from time to time at the call of the Committee chair. The Committee meets in executive session as it deems necessary or appropriate. The results of Committee meetings or actions of the Committee shall be reported to the full Board.

Quorum and Actions of the Committee

A majority of the members of the Committee shall constitute a quorum. The Committee shall act only by (i) the affirmative vote of the majority of members present at a meeting, provided that any action under this clause (i) shall require the affirmative vote of at least two committee members, or (ii) unanimous written consent.

Committee Charter

The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

The Committee shall post its Charter on the Company's website and make available copies in printed form.

Subcommittees and Delegation

The Committee may delegate any or all of its authority under this Charter to one or more subcommittees of the Committee consisting of members of the Committee. The Committee may delegate to the Company's CEO or any other executive officer the authority to grant equity awards to employees of the Company who are not directors or officers of the Company, on such terms and subject to such limitations as the Committee may determine in compliance with Delaware corporate law.