David Joyce
Director at BA
Board
About David Joyce
David L. Joyce (age 68) is an independent director of The Boeing Company, serving since 2021. He chairs the Aerospace Safety Committee and sits on the Governance & Public Policy and Special Programs committees. Joyce is the former President & CEO of GE Aviation and former Vice Chair of General Electric, with deep credentials in aerospace engineering, manufacturing, and safety; he holds BS and MS degrees in mechanical engineering from Michigan State University and an MS in business finance from Xavier University, and is a member of the National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aviation | President & CEO | 2008–2020 | Led product development and safety management systems; recognized for operational excellence |
| General Electric | Vice Chair | 2016–2020 | Senior leadership overseeing complex, regulated engineering/manufacturing businesses |
| GE Aviation | Non-Executive Chair | 2020 | Oversight of product development and support founded on industry-leading safety systems |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| AE Industrial Partners, LP | Senior Advisor | 2023–present | Provides aerospace/industrial investment insights (national security, aerospace, industrial services) |
| AE Industrial Partners HorizonX | Chairman | 2023–present | Chairs aerospace/defense-focused investment platform |
| National Academy of Engineering | Member | N/A | Recognized for engineering leadership and contributions |
| Public company boards | None | — | No current public company directorships (reduces interlock/conflict risk) |
Board Governance
- Committee assignments and roles:
- Aerospace Safety Committee (ASC): Chair; committee is fully independent; doubled meetings in 2024; key oversight of SMS, QMS, safety reviews, FAA/NTSB interactions, and safety incident responses .
- Governance & Public Policy (GPP): Member; oversees director independence, board composition, CEO succession, political advocacy, sustainability .
- Special Programs (SP): Member; oversees classified programs’ strategy, risk, safety, and internal controls .
- Independence: Board determined Joyce and all committee members (except the CEO) are independent under NYSE and Boeing standards; all standing committees are 100% independent .
- Attendance: In 2024, each incumbent director attended at least 92% of Board/committee meetings; average aggregate attendance exceeded 99%. Board held 12 meetings; committees held 58 meetings (ASC 12; Audit 13; Compensation 9; Finance 13; GPP 8; SP 3). Directors attended the 2024 annual meeting and held executive sessions after every regular meeting .
- Engagement: Following the January 2024 737‑9 door plug accident, expanded shareholder outreach involved the Independent Board Chair and Aerospace Safety Committee Chair in all such meetings; ASC Chair also participated in spring/fall outreach focused on safety/quality and compensation design .
| Committee | Joyce’s Role | Committee Independence | 2024 Meetings |
|---|---|---|---|
| Aerospace Safety (ASC) | Chair | 100% | 12 |
| Governance & Public Policy (GPP) | Member | 100% | 8 |
| Special Programs (SP) | Member | 100% | 3 |
Fixed Compensation
- Boeing nonemployee director compensation structure: annual cash retainer $135,000; committee chair fees (ASC $50,000); equity retainer stock units valued at $200,000; no meeting fees; equity distributed only after termination; robust ownership guidelines; limited perquisites and no related tax gross‑ups for directors .
- 2024 director compensation for David Joyce:
| Component | Amount/Units | Detail |
|---|---|---|
| Cash fees | $185,000 | $135,000 base retainer + $50,000 ASC Chair fee; Joyce deferred full $185,000 into 672 deferred stock units |
| Stock awards (retainer units) | $200,000; 1,054 units | Retainer stock units credited quarterly; distributed after Board service; eligible for dividend equivalents |
| All other compensation | $31,000 | Charitable gift matching under Board program |
| Total | $416,000 | Sum of cash fees, stock awards, and other compensation |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Performance-based pay for directors | None | Nonemployee directors receive cash retainers and retainer stock units; no performance metrics or meeting fees; equity held until departure |
Other Directorships & Interlocks
| Category | Entity | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | — | — | None disclosed (reduces interlock risk) |
| Private investment | AE Industrial Partners, LP | Senior Advisor | Potential exposure if Boeing transacts with AEI portfolio companies; Boeing applies formal related-person review and recusal policies |
| Private investment | AEI HorizonX | Chairman | Same as above; no AEI-related transactions disclosed in proxy |
Expertise & Qualifications
- In-depth aerospace expertise; engineering/technology leadership; complex manufacturing; product safety; risk management; highly regulated industries; government/defense contracting; senior leadership experience .
- Academic credentials: BS/MS mechanical engineering (Michigan State), MS business finance (Xavier); National Academy of Engineering membership .
Equity Ownership
| Item | Value/Status | Notes |
|---|---|---|
| Accumulated deferred stock units | 6,672 | As of Dec 31, 2024 (includes dividend equivalents) |
| 2024 cash deferral into DSUs | 672 units | Joyce deferred $185,000 cash fees into DSUs |
| 2024 retainer stock units | 1,054 units | Equity retainer credited in 2024 |
| Ownership guideline compliance | Exceeds requirement | All directors exceed 3x/5x retainer guidelines; directors on average hold >10x the annual cash retainer; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness: Joyce’s chairmanship of the Aerospace Safety Committee during a crisis period is a positive governance signal—ASC doubled meetings, oversaw SMS and QMS enhancements, reviewed safety incident responses, and integrated safety metrics into executive incentives in consultation with the Compensation Committee .
- Independence and engagement: Independent status across committees and active director participation in shareholder outreach (including ASC Chair involvement post‑accident) bolster investor confidence in oversight and transparency .
- Alignment and incentives: Director equity retainer structure (units held until departure), robust stock ownership guidelines, and prohibition on hedging/pledging strengthen long‑term alignment; limited perquisites and no director tax gross‑ups reflect shareholder‑friendly practices .
- Attendance and diligence: Board/committee cadence and >99% average attendance, with required annual meeting participation, indicate high engagement and support effective oversight during operational and safety remediation .
Red flags and conflict review:
- Related‑party transactions: Proxy discloses institutional relationships (e.g., BlackRock, Capital Research, Newport, Vanguard) but no director‑specific related‑party transactions attributed to Joyce; Boeing’s GPP Committee reviews and pre‑approves any >$120,000 related‑person transactions and mandates recusal for conflicts, mitigating risk from external roles (e.g., AEI) .
- Shareholder sentiment: 2024 say‑on‑pay support of 64% reflects investor scrutiny of executive compensation; Board/ASC/Compensation Committee tightened safety/quality metrics and reduced long‑term incentive grant values in response, a constructive signal of accountability (Joyce participated via ASC consultations) .
Overall, Joyce’s deep aerospace and safety background, independent status, and leadership of the ASC during heightened oversight materially strengthen board effectiveness and safety governance at Boeing, with compensation and ownership structures that support long‑term alignment .