Brett Gerry
Chief Legal Officer and Executive Vice President, Global Compliance at BA
Executive
About Brett Gerry
Brett C. Gerry is Boeing’s Chief Legal Officer and Executive Vice President, Global Compliance. He joined Boeing in 2008 and has served in senior Law Department roles, as President of Boeing Japan, General Counsel (2019), and Chief Legal Officer since May 2020. He holds a B.A. in political science and economics (Colgate), an M.A. in political science (Yale), and a J.D. (Yale Law School) . In 2024, Boeing’s “pay vs performance” disclosure shows the value of a $100 investment in Boeing TSR fell to $54.66 while GAAP net income and free cash flow were -$11.8B and -$14.3B, underscoring a challenging backdrop for incentive alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| The Boeing Company | Chief Legal Officer; EVP, Global Compliance | May 2020–present | Leads Law Department and principal ethics/compliance orgs; Executive Council member . |
| The Boeing Company | General Counsel | 2019–May 2020 | Senior legal adviser; joined Executive Council . |
| Boeing Japan | President (Tokyo) | ~2016–2019 (3 years) | Led Japan strategy, government affairs, partnerships, and local presence expansion . |
| The Boeing Company | VP & GC, Boeing Commercial Airplanes; Chief Counsel, Network & Space Systems | Pre-2016 | Senior Law Department leadership supporting major programs and business units . |
| U.S. Department of Justice; The White House | Chief of Staff to U.S. Attorney General; Deputy Asst. Attorney General (National Security Division); Associate Counsel to the President | Pre-2008 | Launched DOJ National Security Division leadership; national security and legal policy roles . |
| Goodwin Procter LLP; Federal Courts | Associate; Law Clerk (D.C. Circuit; U.S. Supreme Court) | Pre-2008 | Appellate and Supreme Court clerkships; private practice experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Museum of Flight (Seattle) | Board of Trustees | Ongoing | Community and industry engagement . |
| Univ. of Washington Law School | Industry Advisory Board, Global Business Law initiative | Ongoing | Legal education advisory role . |
| U.S.-Japan Business Council | Co-chair, Travel & Tourism Committee; ACCJ Board of Governors (Japan) | Past | External leadership aligned with Boeing Japan tenure . |
Fixed Compensation
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary | 890,000 | 900,000 | 900,000 |
| Annual Incentive (Actual Paid) | 1,048,950 | 850,500 | 171,000 |
| 2024 Target Bonus | — | — | 900,000 (target) |
Notes: 2024 bonus payout = target × enterprise incentive score 19% × individual score 100% .
Performance Compensation
2024 Long-Term Incentive Grant Design
- Program mix: PRSUs 55% (performance-based) and RSUs 45% (time-based); PRSUs tied to 3-year cumulative free cash flow with 2024 product safety milestones that can reduce payout by up to 100% if unmet; both vest on 3rd anniversary, subject to continued service (pro-rata/accelerated vesting on qualifying terminations) .
- Committee reduced 2024 LTI grant values by 22% vs target to reflect share-price decline post January 2024 door plug event .
| Award | Grant date | Shares/Units | Grant-date fair value ($) | Vesting | Performance metrics |
|---|---|---|---|---|---|
| RSUs | Mar 11, 2024 | 7,269 | 1,402,445 | Cliff vest on 3rd anniversary; dividend equivalents accrue | Time-based |
| PRSUs (target) | Mar 11, 2024 | 4,442 (0–200% earned) | 1,714,035 | Cliff vest on 3rd anniversary, subject to performance; safety milestones can reduce payout | |
| Total 2024 LTI grant | Mar 11, 2024 | — | 3,116,480 (after 22% reduction) | — | — |
2024 Annual Incentive Structure (context)
- Enterprise score drove payout; 2024 operational metrics placed greater weight on safety and quality (e.g., rework, 787 join verification rework, injury rate), with business-unit weightings adjusted; enterprise score 19% .
2024 Equity Vesting and Realized
| Item | 2024 |
|---|---|
| Shares acquired on vesting (RSUs/Career Shares) | 7,417 |
| Value realized on vesting ($) | 1,514,181 |
| Options exercised | None (company-wide NEOs) |
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 24, 2025)
| Category | Amount |
|---|---|
| Shares beneficially owned | 69,163 |
| Stock units (deferred/plan units) | 29,789 |
| Options exercisable within 60 days | 45,528 |
| Ownership as % of outstanding | <1% (each director/NEO) |
Outstanding Awards (12/31/2024 valuation reference price $177.00)
| Instrument | Grant date | Status | Quantity | Exercise price ($) | Notes/Value reference |
|---|---|---|---|---|---|
| Stock options | Feb 17, 2021 | Exercisable | 21,439 | 258.83 | Out-of-the-money at $177 |
| Stock options (PPSO) | Feb 16, 2022 | Unexercisable | 24,084 | 260.98 | Out-of-the-money at $177 |
| RSUs (time-based) | 2022–2024 | Unvested | 9,196; 11,547; 7,269 | — | Market values disclosed (e.g., $1,627,692; $2,043,819; $1,286,613) |
| PRSUs (performance) | 2023; 2024 | Unvested (target) | 7,057; 4,442 | — | Market values $1,249,001; $786,234 at $177 |
Alignment policies:
- Stock ownership guidelines: All NEOs, including Mr. Gerry, satisfied minimum ownership requirement as of Sept 30, 2024; must hold newly vested stock until compliant .
- Hedging/pledging: Prohibited for executive officers and directors .
- Clawback: Expanded policy covers restatements and misconduct/unsafe conduct; allows recoupment of incentive pay and potential public disclosure of recoupment .
Insider selling pressure assessment:
- No option exercises in 2024; sizable option tranches are underwater at year-end reference price, reducing near-term monetization pressure .
- RSU vestings created distributable shares; some withholding for taxes at vest may occur; 7,417 shares vested in 2024 .
Employment Terms
Potential Incremental Payments (as of 12/31/2024 scenario)
| Scenario | Cash Severance ($) | Annual Incentive ($) | RSUs ($) | PRSUs ($) |
|---|---|---|---|---|
| Layoff due to job elimination | 1,071,000 | 171,000 | 3,107,938 | 959,824 |
| Other layoff (no job elimination) | 0 | 171,000 | 3,107,938 | 959,824 |
| Qualifying retirement | 0 | 0 | 0 | 0 |
| Long-term disability | 0 | 171,000 | 4,958,133 | 2,035,213 |
| Death | 0 | 171,000 | 4,958,133 | 2,035,213 |
Severance framework and other terms:
- Executive Layoff Benefits Plan: One year of base salary plus target annual incentive × actual incentive score (if job-elimination layoff); no enhanced change-in-control benefits; benefits subject to 5-year forfeiture/clawback for competition, certain crimes, solicitation, disparagement, or confidentiality breaches .
- Change-of-control: No CIC arrangements; no accelerated vesting of equity upon change in control .
- Pensions: PVP and DB SERP present values as of 12/31/2024—PVP $220,473; DB SERP $355,241. Estimated DB SERP annuities: Layoff age-55 commencement $39,314 (PV $512,414); Retirement $24,535 (PV $317,408); Death spouse annuity $9,921 (PV $147,811) .
- Perquisites 2024: Perqs $50,148; Company retirement contributions $175,050; Total “All Other Compensation” $225,198 .
Performance Compensation Details (metrics, weighting, payout mechanics)
| Program | Metric(s) | Weighting | Target | Actual/Payout mechanics | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Incentive | Enterprise: Free cash flow, revenue, core EPS; operational safety/quality KPIs | Enterprise score drives payout; 2024 BCA weighted 60% safety/quality | Target bonus $900,000 | 19% enterprise score; individual 100%; payout $171,000 | Cash paid after year-end |
| 2024–2026 PRSUs | 3-year cumulative FCF; 2024 safety milestones gate (possible -25% or 0% reduction) | 55% of LTI | Target 4,442 units | Earnout 0–200% of target subject to metrics; dividends not paid; settle after period | Cliff at 3 years; pro-rata per termination terms |
| 2024 RSUs | Time-based service | 45% of LTI | 7,269 units | Dividend equivalents accrue; no performance condition | Cliff at 3 years; pro-rata per termination terms |
| 2022–2024 PPSOs | Premium-priced stock options (120% strike), 10-year term | Legacy LTI component | — | TSR threshold to reduce strike not met; options vested 2025 but were underwater at vest; remain exercisable per terms | Exercisability per plan and termination provisions |
Investment Implications
- Pay-for-performance alignment: 2024 LTI values were reduced 22% vs target to reflect share-price decline post-accident; PRSUs hardwire free cash flow and safety milestones, increasing linkage to operational recovery and safety culture improvements .
- Retention risk: Guaranteed cash is modest (salary $900k); majority of value is equity with three-year cliff vesting and underwater options outstanding—suggesting retention via unvested/unrealized awards. Severance is standard and not CIC-enhanced; clawbacks and 5-year post-termination restrictions further discourage opportunistic departures .
- Insider selling pressure: No 2024 option exercises and options are far out-of-the-money (strikes ~$259–$261 vs $177 reference), which dampens near-term monetization. RSU vesting generated realized value, but hedging/pledging prohibitions and ownership guidelines require continued alignment and holding until guideline compliance .
- Governance quality: Expanded clawback (including safety-related conduct), prohibition of hedging/pledging, no CIC acceleration, and broad ownership guidelines are shareholder-friendly features that mitigate agency risk in a volatile recovery period .
Block quotes and references
- 2024 compensation specifics for Brett Gerry (salary, target/payout, 2024 LTI grant values) .
- Equity positions, vesting, and values (options, RSUs, PRSUs) .
- Ownership levels and <1% outstanding .
- Severance/termination and pension economics .
- Program design, safety-linked incentives, and reductions .
- Biography and prior roles (education, DOJ/White House, Boeing Japan, GC, CLO) .