Jay Malave
Executive Vice President and Chief Financial Officer at BA
Executive
About Jay Malave
Boeing’s Executive Vice President and Chief Financial Officer since August 15, 2025 (age 56 at appointment), Malave oversees financial strategy, reporting, long‑range planning, IR, treasury, controller/audit, and Enterprise Services, reporting to CEO Kelly Ortberg . He previously served as CFO of Lockheed Martin (Jan 2022–Apr 2025), SVP & CFO of L3Harris (2019–2022), and held multiple senior finance roles at United Technologies, including CFO of Carrier and UTC Aerospace Systems . Education: B.A. Mathematics (UConn), M.S. Accounting (Univ. of Hartford), J.D. (UConn School of Law) . He is the Company’s SOX certifying officer, having executed Section 302 and 906 certifications for Boeing’s Q3 2025 Form 10‑Q .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Lockheed Martin | Chief Financial Officer | 2022–Apr 2025 | Led finance at a global defense prime through complex programs and capital deployment . |
| L3Harris Technologies | SVP & Chief Financial Officer | 2019–2022 | Oversaw public company finance and integration priorities post‑merger . |
| United Technologies (UTC) – Carrier | VP & CFO | 2018–2019 | Drove segment financials ahead of Carrier’s separation from UTC . |
| UTC – Aerospace Systems | VP & CFO | 2015–2018 | Managed finance for a major aerospace supplier (pre‑Collins formation) . |
| UTC (Corporate) | Head of Investor Relations | 2012–2014 | Led investor communications across diversified industrial portfolio . |
External Roles
- No public company board or external directorships were disclosed in Boeing’s 8‑K appointment filing or the CFO transition press release .
Fixed Compensation
| Component | Terms |
|---|---|
| Base Salary | $1,050,000 annual base salary . |
| Target Annual Bonus | 120% of base salary; not pro‑rated for 2025 . |
| Long‑Term Incentive (ongoing) | Beginning in 2026, annual LTI awards with a target grant value of $6,500,000 (plan design not specified in 8‑K) . |
| Relocation/Perquisites | Relocation benefits under company program; other EVP‑level perquisites/benefits consistent with Proxy CD&A . |
Performance Compensation
Annual Incentive (Plan Design Context)
| Plan year | Structure | Metrics and weightings |
|---|---|---|
| 2025 (enterprise‑wide) | Single enterprise incentive score for executives | 80% financial (free cash flow, revenue, core EPS); 20% operational priorities focused on safety and execution (KPIs such as employee proficiency, rework/traveled work, supplier shortages, Safety & Quality Plan action items, and injury reduction targets) . |
| 2024 (for context) | Business‑unit scorecards; elevated safety/quality focus post accident | Operational component focused exclusively on safety & quality; for Commercial Airplanes, 60% safety/quality and 40% financial; safety/quality metrics included traveled work, rework, delivery of pre‑2023 737 MAX inventory, completion of 787 join rework, employee injury reduction, and distribution safety . |
Clawbacks: Boeing’s clawback policy allows recovery of incentive pay for accounting restatements and for certain misconduct or negligent conduct compromising product safety; executives are also subject to plan‑level forfeiture/recovery provisions .
One‑Time Make‑Whole Awards (granted at Boeing start to offset Lockheed forfeitures)
| Award type | Grant value | Vesting / terms | Notes |
|---|---|---|---|
| Cash (Make‑Whole #1) | $1,500,000 | Repayable in full if voluntary departure within 2 years of start | Offsets unvested equity forfeited at Lockheed . |
| RSUs (Make‑Whole) | $5,000,000 | 50% vests on 1st anniversary of grant; 50% on 2nd anniversary | Granted under 2023 Incentive Stock Plan on Aug 15, 2025 (Effective Date) . |
| Premium‑Priced NQSOs (Make‑Whole) | $4,500,000 | Cliff vests at 3rd anniversary; 10‑year option term typical under Plan | Exercise price set at 120% of grant‑date stock price; grant on Aug 15, 2025 . |
| Cash (Make‑Whole #2) | $7,000,000 | Repayable in full if voluntary departure within 2 years | Offsets vested shares forfeited under Lockheed settlement related to non‑compete . |
Plan‑wide design context: In 2025, for then‑serving executive officers, Boeing shifted the regular LTI mix to premium‑priced stock options (55% of target) plus time‑vested RSUs (45%) for the 2025–2027 cycle given elevated business uncertainty; PRSUs were suspended in that grant year. This provides context but was adopted before Malave joined; his 2026 LTI design is not specified in the 8‑K .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial Beneficial Ownership | 60 common shares (direct) per Form 3 filed Aug 19, 2025 . |
| Incoming Equity (Boeing) | RSUs: $5.0M vest 50% on Aug 15, 2026 and 50% on Aug 15, 2027; Premium‑priced options: $4.5M vest on Aug 15, 2028 (exercise price = 120% of grant‑date price) . |
| Ownership Guidelines | Senior executives must attain and maintain a significant stock ownership level within 5 years of role; must hold all newly vested stock until meeting guideline; hedging and pledging Boeing securities are prohibited . |
| Clawbacks / Forfeiture | Robust clawback covering restatements and safety‑compromising misconduct; plan‑level forfeiture for detrimental conduct (e.g., competition, theft/fraud) . |
Note: As of the 2025 Proxy record date (Feb 24, 2025), Malave was not yet an executive officer; therefore, he is not listed in the Proxy’s stock ownership table. The initial ownership reflected above is from his Form 3 post‑appointment .
Employment Terms
| Topic | Terms |
|---|---|
| Appointment | Elected EVP & CFO effective Aug 15, 2025; succeeding Brian J. West (becoming Special Advisor) . |
| Employment Limitations (Lockheed PECAs) | Boeing imposed cautionary restrictions: (i) no participation in Boeing Defense, Space & Security (BDS) until end of 2025 (may view aggregate results); (ii) no advice/decisions on certain vendor relationships/programs involving Lockheed until April 2026; (iii) no solicitation of Lockheed employees and no participation in procurement activities where Lockheed is a known/expected competitor until April 2027; Boeing agreed to pay Lockheed $2,000,000 for a release of claims related to Malave’s employment . A June 27, 2025 letter separately documents 2‑year limits on soliciting Lockheed personnel and on participating in “Potential Lockheed Procurement Activities,” and confirms no use of Lockheed confidential information . |
| Severance | Executive Layoff Benefits Plan: if involuntary layoff due to job elimination and ≥1 year service, severance = 1 year base salary + target annual incentive × actual incentive score; offsets for any individual agreements; forfeiture/clawback triggers apply . |
| Change‑in‑Control | No separate CIC arrangements and no accelerated vesting of equity solely on CIC . |
| Hedging/Pledging | Prohibited for executive officers under securities trading policy . |
| Say‑on‑Pay Context | 2024 say‑on‑pay support was 64%; design changes elevated safety/quality metrics and reduced 2024 LTI grant values by ~22% vs targets for NEOs then in role . |
Risk Indicators and Vesting/Selling Pressure Timeline
| Date | Event | Potential signal |
|---|---|---|
| Aug 15, 2026 | 50% of make‑whole RSUs vest | Typical liquidity event that can create incremental selling pressure absent 10b5‑1 planning . |
| Aug 15, 2027 | Remaining 50% of make‑whole RSUs vest | As above; continued alignment via holding requirements until guideline met . |
| Aug 15, 2028 | Premium‑priced options vest (exercise price = 120% of grant price) | Exercise contingencies depend on stock performance; premium strike amplifies alignment with shareholder value creation . |
Insider filings: Initial Form 3 disclosed 60 shares; no Form 4 insider transactions by Malave were identified in our search window (Aug–Dec 2025) for Boeing filings returned by the tool (functions.ListDocuments returned 0 Form 4s for BA in that period).
Compensation Structure Analysis (alignment, retention, risk)
- Pay‑for‑performance and safety linkage: Annual incentives in 2025 emphasize FCF/revenue/core EPS (80%) and operational safety/execution KPIs (20%), consistent with investor feedback after the 2024 accident; long‑term alignment is reinforced by premium‑priced options context and RSU holding requirements .
- Retention features: Two cash make‑wholes ($1.5M and $7.0M) are 100% repayable if he voluntarily departs within 2 years, creating strong near‑term retention incentives; staged RSU/option vesting extends through 2028 .
- Change‑in‑control/governance hygiene: No CIC acceleration; hedging/pledging banned; robust clawback, including for safety‑compromising conduct, lowers governance risk and improves alignment with regulators and investors .
- Employment limitations: Time‑boxed restrictions (BDS through 2025; vendor/program conflicts until April 2026; Lockheed procurement/solicitation through April 2027) mitigate legal risk but temporarily limit scope across defense procurement activities .
Investment Implications
- Near‑term retention risk is low given two‑year repayment conditions on $8.5M of make‑whole cash and multi‑year equity vesting; this supports continuity through Boeing’s stabilization period .
- Alignment with shareholders is strong: premium‑priced options (120% strike) require real value creation; RSU holding requirements and hedging/pledging bans reinforce long‑term ownership behavior .
- Watch liquidity events in Aug 2026/2027 (RSU vests) and Aug 2028 (option vest) for potential insider‑selling pressure; pre‑planned 10b5‑1 programs would mitigate signal risk.
- Scope limits tied to Lockheed agreements (through 2027 in certain areas) reduce conflict risk but may constrain defense‑side finance decisioning in the interim; investors should monitor disclosures for any extensions or modifications .