Brendan Nelson
About Brendan Nelson
Brendan J. Nelson, 66, is Senior Vice President and President, Boeing Global (formerly Boeing International), a role he has held since January 2023; prior to that he led Boeing Australia, New Zealand and South Pacific from February 2020 to January 2023 and previously served as Director of the Australian War Memorial and Australian Ambassador to Belgium, Luxembourg, the EU and NATO . Boeing’s 2023 operating context featured 17% revenue growth, nearly doubled operating and free cash flow, reduced operating losses, and a 28% backlog increase, while 2024 compensation design tightened around safety/quality following the January 2024 737-9 door plug accident—key levers influencing executive incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boeing | Senior Vice President and President, Boeing Global | Jan 2023–present | N/D |
| Boeing | President, Boeing Australia, New Zealand & South Pacific | Feb 2020–Jan 2023 | N/D |
| (See External Roles for pre-Boeing roles) |
Note: “Strategic Impact” not specifically disclosed in filings; titles shown as reported.
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Australian War Memorial | Director | Dec 2012–Dec 2019 | N/D |
| Australian Government | Ambassador to Belgium, Luxembourg, the EU and NATO | Feb 2010–Nov 2012 | N/D |
Fixed Compensation
Not individually disclosed for Nelson (he is not listed among Boeing’s Named Executive Officers in 2023/2024 proxies). Boeing describes base salary as market-benchmarked and role/experience-based .
Performance Compensation
Design levers that govern executive incentive outcomes (relevant to Nelson as an executive officer):
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Annual Incentive Plan (2024 changes and mechanics)
- Executives not aligned to a specific business unit receive the average of the three business-unit incentive scores .
- For 2024, operational metrics focused exclusively on safety and quality; in Commercial Airplanes (BCA), safety/quality metrics represented 60% of the business-unit incentive score (vs. 25% for other BUs), with financial metrics covering free cash flow, operating earnings, and revenue drivers .
- 2024 performance fell below threshold on several financial and operational metrics given deliberate production slowdowns to address safety/quality findings and the IAM 751 work stoppage, depressing incentive scores .
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Long-Term Incentive Program
- 2024–2026 grants to executive officers: 55% PRSUs (payout 0–200% on cumulative free cash flow), 45% RSUs; PRSUs include two 2024 product safety milestones that reduce payout by 25% if achieved in 2025 or to 0% if not achieved by 2025 .
- In March 2024, grant-date values for then-serving executive officers were reduced by ~22% to reflect share-price decline after the January 2024 accident .
- 2025–2027 shift: premium‑priced stock options (55%) + RSUs (45%) due to uncertainty in setting multi‑year targets; options align upside with shareholder recovery .
2024 Annual Incentive – Safety/Quality Metrics (examples)
| Metric | Design/Target Context |
|---|---|
| Traveled Work | Reduce average unfinished jobs per airplane vs. 2023 |
| Rework Hours | Reduce rework hours/total manufacturing hours vs. 2023 |
| Shadow Factories | Deliver pre‑2023 737 MAX inventory; complete 787 join rework |
| Employee Safety | Reduce enterprise OSHA recordable injury case rate vs. 2023 |
| Distribution Safety | Reduce unsafe shipments of dangerous goods |
Compensation Governance Levers
- Pay‑for‑performance with multi‑metric design, heavy LT equity, peer benchmarking; single enterprise AIP score for 2025 (80% FCF/revenue/core EPS; 20% safety/execution KPIs) .
- Safety linkage via Aerospace Safety Committee input into metrics/assessments .
Equity Ownership & Alignment
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Stock Ownership Guidelines and Holding
- Senior executives must attain/maintain significant Boeing stock ownership within 5 years; must hold all newly vested stock until meeting guidelines; unexercised options and PRSUs do not count; prohibition on pledging/hedging applies to executive officers .
- Compensation Committee annually reviews executive ownership levels using a one‑year average stock price to mitigate volatility .
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Initial Beneficial Ownership and Vesting Schedule (Form 3 at appointment) | As of | Security | Amount/Units | Vesting Schedule Details | |---|---|---|---| | Jan 12, 2023 | Common stock reported as RSUs | 4,351.383 units | 124 vest 02/24/2023; 388 vest 12/14/2023; 511 vest 02/19/2024; 426.01 vest 04/30/2024; 1,112.608 vest 02/17/2025; 1,789.765 vest 07/29/2025; settle 1:1 in shares |
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Insider Trading Policy and Restrictions
- Prohibits trading while aware of MNPI; prohibits puts/calls, short sales, hedging, pledging or monetization transactions (e.g., zero‑cost collars) for executive officers .
Note: No Form 4 transactions surfaced in these document searches; monitor for Form 4s around vest dates for potential selling pressure signals .
Employment Terms
| Topic | Boeing Policy/Practice |
|---|---|
| Employment Agreements | No employment agreements for executive officers (except where required by non‑U.S. local law) . |
| Change‑in‑Control | No change‑in‑control arrangements; no accelerated vesting of equity awards on change in control . |
| Clawback | NYSE/SEC 954‑compliant restatement clawback; plus pre‑existing misconduct/safety‑related recoupment even absent restatement; forfeiture provisions for detrimental conduct in plan docs . |
| Pledging/Hedging | Prohibited for directors and executive officers . |
| Tax Gross‑Ups | No tax gross‑ups except for certain relocation expenses . |
Performance & Track Record
- International leadership and commercial momentum: As President of Boeing Global, Nelson has represented Boeing at major airshows and in regional campaigns (e.g., Farnborough 2024 focus on safety/quality and next‑gen tech; 2025 Malaysia Aviation Group order announcement quotes; Dubai Airshow 2025 participation) .
- Company operating context for incentive outcomes: 2023 saw revenue and cash flow improvements and backlog growth, while 2024 incentive results were constrained by deliberate production slowdowns to address safety/quality issues and labor disruptions—directly influencing AIP scores and LTI design .
Investment Implications
- Alignment: Strong alignment mechanisms (ownership requirements; hold‑till‑met rule; prohibitions on pledging/hedging; enhanced clawback) reduce misalignment risk and discourage opportunistic behavior .
- Incentive Mix and Safety Link: Elevated weight on safety/quality metrics and LTI safety milestones increases the cost of operational underperformance and ties pay outcomes to execution on product safety and production health—key drivers of Boeing’s recovery narrative .
- Overhang/Selling Pressure: Known RSU vesting tranches (from initial Form 3) created potential liquidity windows in 2023–2025; continue to monitor Form 4 filings for any sales around vest dates as potential near‑term supply signals .
- Limited Windfall Risk: Absence of CIC arrangements, no accelerated vesting on CIC, and no tax gross‑ups (beyond relocation) curb windfall payouts and can be shareholder‑friendly in downside scenarios .
- Execution Risk: 2024 below‑threshold incentive results underscore production/safety remediation priorities; 2025 shift to premium‑priced options centers long‑term upside on genuine operational/financial recovery, increasing sensitivity to sustainable improvements in FCF, revenue and execution KPIs .