David Gitlin
Director at BA
Board
About David L. Gitlin
Independent director at Boeing since 2022; age 55. Currently Chairman & CEO of Carrier Global Corporation. Prior senior roles at Collins Aerospace and UTC Aerospace Systems provide deep aerospace, manufacturing, and safety expertise. Serves on Boeing’s Aerospace Safety and Finance Committees; independence affirmed under NYSE and Boeing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carrier Global Corporation | Chairman & CEO | 2021–present | Leads global HVAC/refrigeration; sustainability focus; public company CEO experience |
| Carrier Global Corporation | President & CEO | 2020–2021 | Post-UTC spin; operational leadership |
| Carrier (United Technologies) | President & CEO | 2019–2020 | Led Carrier within UTC pre-spin |
| Collins Aerospace Systems (UTC) | President & COO | 2018–2019 | Operational excellence; aerospace supplier management |
| UTC Aerospace Systems (UTC) | President | 2015–2018 | Aerospace safety, engines/power systems oversight |
External Roles
| Organization | Role | Public Company Board | Notes |
|---|---|---|---|
| Carrier Global Corporation | Director; Chairman & CEO | Yes | Current public company directorship; aligns with Boeing’s outside board limits for public company CEOs |
Board Governance
- Committee assignments: Aerospace Safety Committee member; Finance Committee member; independent status.
- Committee activity: Aerospace Safety met 12 times; Finance met 13 times in 2024, reflecting intensified oversight. Average director attendance exceeded 99% in 2024 (each incumbent ≥92%).
- Independence: Board determined all nominees except the CEO are independent; all committee members are independent.
- Outside board service limits: Public company CEOs may serve on only one other public company board in addition to Boeing; GPP Committee pre-approves and monitors compliance.
| Committee | Membership | 2024 Meetings |
|---|---|---|
| Aerospace Safety Committee | Member | 12 |
| Finance Committee | Member | 13 |
Fixed Compensation (Director)
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $135,000 | $135,000 |
| Committee Chair Fees ($) | N/A (not a chair) | N/A (not a chair) |
| All Other Compensation ($) | $31,089 (charitable match) | $31,000 (charitable match) |
| Total Cash + Other ($) | $166,089 | $166,000 |
- Cash deferral: Deferred $135,000 of 2024 cash retainer into 490 deferred stock units.
- Program features: No meeting fees; limited perquisites; no tax gross-ups; retainer stock units distributed only after Board service ends.
Performance Compensation (Director Equity)
| Component | 2023 | 2024 | Vesting/Distribution |
|---|---|---|---|
| Retainer Stock Units (annual) | 989 units (aggregate per director) | 1,054 units (aggregate per director) | Distributed as Boeing shares only after Board service; eligible for dividend equivalents; no voting until distribution. |
| Grant Date Equity Value ($) | $200,000 | $200,000 |
Other Directorships & Interlocks
| Potential Interlock | Status | Notes |
|---|---|---|
| Carrier Global (current CEO/director) | Governance oversight | Board limits and conflict reviews in place; directors must disclose conflicts and recuse as needed. No related-person transactions disclosed involving Gitlin. |
Expertise & Qualifications
- In-Depth Aerospace Expertise; Engineering/Technology Leadership; Complex Manufacturing; Safety; Risk Management; Highly Regulated Industry Experience; Human Capital; International Leadership; Environmental Risks/Sustainability; Fortune 500 Board Experience; CEO of a Large Company; Senior Leadership.
Equity Ownership
| Holder | Shares Beneficially Owned | Stock Units (Deferred/Retainer) | Ownership % of Outstanding |
|---|---|---|---|
| David L. Gitlin | 5 shares | 5,221 units | <1% (each director <1%) |
- Accumulated deferred stock units as of 12/31/2024: 4,741 units.
- Director stock ownership guidelines: ≥3x cash retainer after 3 years; ≥5x after 6 years; directors must hold all equity-based compensation until leaving the Board; hedging/pledging prohibited. Each director currently exceeds applicable requirement.
Governance Assessment
- Safety oversight strength: Membership on Aerospace Safety Committee amid doubled meeting cadence and extensive Board engagement post-incident signals hands-on oversight and accountability.
- Alignment: Deferral of cash retainer into stock units and mandatory post-service distribution of director equity promotes long-term orientation and alignment with shareholders.
- Independence and bandwidth: Independent status; compliance with strict outside board limits for public company CEOs reduces overboarding risk.
- Director pay structure: Balanced mix of fixed cash retainer and deferred equity with limited perquisites; no meeting fees; consistent with governance best practices.
- Investor sentiment context: Say‑on‑pay support of 64% in 2024 reflects heightened scrutiny of executive compensation; Board responded by elevating safety/quality metrics—supports governance responsiveness.
RED FLAGS
- None disclosed specific to Gitlin: No related‑person transactions; independence affirmed; attendance strong at Board level. Continuous monitoring warranted given dual role as public company CEO (Carrier) for potential future conflicts; current limits and disclosure/recusal policies mitigate risk.