Akhil Johri
About Akhil Johri
Akhil Johri (age 63) is an independent director of The Boeing Company, serving since 2020 and currently Chair of the Finance Committee and a member of the Audit Committee; he is a former EVP & CFO of United Technologies and CFO of Pall Corporation, and is a Chartered Accountant with a graduate degree from the Indian Institute of Management, Ahmedabad . He has extensive aerospace finance and risk management experience and qualifies as an audit committee financial expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corporation | EVP & CFO | 2015–2019 | Led financial reporting, internal controls, and risk management at a major aerospace supplier |
| United Technologies Corporation | Special Advisor to Chairman & CEO | 2019–2020 | Senior leadership advisory in highly regulated aerospace context |
| Pall Corporation | CFO | 2013–2014 | Fortune 500 financial leadership |
| UTC Propulsion & Aerospace Systems (United Technologies) | VP Finance & CFO | 2011–2013 | Oversight of complex aerospace manufacturing and supply chains |
| United Technologies Corporation | VP Financial Planning & Investor Relations | 2009–2011 | Investor communications and strategic financial planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Independent Director | Current | Audit Committee member; risk oversight in a highly regulated industry |
| Clayton, Dubilier & Rice | Operating Advisor | 2021–present | Strategic operations and governance advisory |
Board Governance
- Independence: Independent director; all committee members are independent under NYSE and Boeing standards .
- Committees: Finance (Chair since May 17, 2024) and Audit (member; previously Audit Chair until May 17, 2024) .
- Attendance/Engagement: 2024 Board held 12 meetings and committees held 58; each incumbent director attended ≥92% of aggregate Board/committee meetings, with average attendance >99%; independent directors hold executive sessions after every regular Board meeting .
- Meeting intensity: Finance Committee met 13 times in 2024; Audit Committee met 13 times in 2024 .
- Governance practices: Directors must hold all equity-based compensation until they leave the Board; robust ownership guidelines and prohibition on pledging/hedging Boeing securities .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 157,431 | 200,000 | 30,000 | 387,431 |
- Cash retainer policy: $135,000 annual cash retainer for nonemployee directors; Chair fees—Finance Chair $20,000; Audit Chair $25,000 (pro-rated for time served) .
- Equity retainer policy: $200,000 in retainer stock units annually, distributed only after termination of Board service; 1,054 retainer stock units granted to each nonemployee director in 2024 (full-year service) .
- Deferral election: Johri deferred $157,431 of 2024 cash compensation into 572 deferred stock units .
- Perquisites: Matching charitable contributions up to $31,000/year; Johri’s 2024 all other compensation reflects charitable gift matching ($30,000) .
Performance Compensation
- Directors receive no performance-contingent pay; compensation emphasizes fixed cash retainers and equity retainer stock units, with no meeting fees and emphasis on long-term stock alignment .
Other Directorships & Interlocks
| Company/Entity | Relationship | Role/Committee |
|---|---|---|
| Cardinal Health, Inc. | Public company | Independent Director; Audit Committee member |
| United Technologies (prior employer) | Aerospace supplier ecosystem | Former EVP & CFO; brings supplier management and aerospace safety/manufacturing insight |
- Conflict safeguards: GPP Committee oversees director independence and potential conflicts; directors must disclose and recuse from matters implicating personal/business interests; Boeing prohibits personal loans to directors .
- Related-party transactions: “Certain Transactions” disclosed in the proxy do not list Johri specifically; transactions covered involve institutional holders and service providers (e.g., BlackRock, Capital Research, Newport, Vanguard) .
Expertise & Qualifications
- In-depth aerospace and complex manufacturing expertise; Fortune 500 CFO experience; risk management; highly regulated industry experience; human capital; international leadership; Fortune 500 board experience; senior leadership .
- Audit Committee Financial Expert qualification under SEC rules .
Equity Ownership
| Item | Quantity/Status |
|---|---|
| Accumulated Deferred Stock Units (as of 12/31/2024) | 8,616 units |
| 2024 Retainer Stock Units | 1,054 units (full-year service) |
| 2024 Cash Deferred into DSUs | 572 units |
- Distribution mechanics: Retainer stock units and deferred stock units are distributed as Boeing shares only after termination of Board service; dividend equivalents credited as additional units; optional lump sum or annual payments up to 15 years post-service .
- Ownership alignment: Nonemployee directors with >3 years must hold ≥3x annual cash retainer; >6 years must hold ≥5x; each director currently exceeds applicable requirement .
- Hedging/pledging: Directors are prohibited from engaging in hedging or pledging Boeing securities .
- Holding policy: Directors required to hold all equity-based compensation until they leave the Board .
Governance Assessment
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Board effectiveness: Johri’s finance and aerospace background, Audit Committee financial expert status, and chairing Finance during a year with heightened oversight (13 Finance and 13 Audit meetings) support strong board fiduciary capacity amid liquidity, rating, and supplier-quality challenges .
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Independence and alignment: Independent status, strict ownership/holding requirements, post-service equity distribution, and hedging/pledging prohibitions enhance investor alignment and guard against misaligned incentives .
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Shareholder confidence signals: High meeting attendance (>99% average), routine executive sessions, and extensive director-led engagement underscore active oversight in a challenging period for safety/quality and strategy .
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RED FLAGS: None specifically disclosed for Johri—no related-party transactions flagged; director service limits and independence standards in place; all committee memberships are independent; attendance metrics remain robust .