John Richardson
About John M. Richardson
Admiral John M. Richardson is an independent director of Boeing, serving since 2019. He is 64 and brings 37 years of U.S. Navy service, including as the 31st Chief of Naval Operations (2015–2019) and Director of the Naval Nuclear Propulsion Program (2012–2015). He holds a B.S. in physics (U.S. Naval Academy), an M.S. in electrical engineering (MIT/Woods Hole Oceanographic Institution), and an M.A. in national security strategy (National War College); he is a member of the National Academy of Engineering .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Chief of Naval Operations (31st) | 2015–2019 | Led management of 600,000 sailors/civilians, 290 warships, 2,000+ aircraft; deep safety, regulatory, cybersecurity oversight . |
| U.S. Navy / DOE | Director, Naval Nuclear Propulsion Program | 2012–2015 | Oversight of nuclear facilities, radiological controls, environmental safety/health, cybersecurity; training/assignment of personnel across 100+ nuclear plants on warships . |
| U.S. Navy | Commander, USS Honolulu; Naval Aide to the President | Prior service | Global operational leadership; safety and crisis management credentials . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Constellation Energy Corporation | Director | Current | Member, Risk Committee; Member, Nuclear Oversight Committee (sustainability and nuclear operations oversight) . |
| BWX Technologies, Inc. | Director | Current | Public company board service (nuclear/defense industry) . |
| Exelon Corporation | Director | Prior 5 years | Recent prior directorship . |
Board Governance
- Independence: Independent director; all standing committees are 100% independent .
- Boeing committee assignments: Special Programs (Chair), Aerospace Safety (member), Finance (member) .
- Committee activity in 2024: Aerospace Safety met 12 times; Finance met 13 times; Special Programs met 3 times; Audit 13; Compensation 9; GPP 8 (context for overall cadence) .
- Attendance and engagement: In 2024, each incumbent director attended at least 92% of Board/committee meetings; average aggregate attendance exceeded 99%. Independent directors met in executive session after every regular Board meeting; all directors attended the 2024 annual meeting . In 2023, average attendance exceeded 99% and executive sessions occurred after every regular meeting .
- Independent Board Chair: Boeing requires an independent Board Chair; Steven M. Mollenkopf became independent Chair on March 24, 2024 .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash retainer and chair fees ($) | 135,000 | 150,000 |
| Stock awards – retainer stock units ($) | 200,000 | 200,000 |
| All other compensation ($) | 25,089 (charitable match/merchandise) | 31,000 (charitable match/retirement gifts) |
| Total ($) | 360,089 | 381,000 |
Program features:
- No meeting fees; emphasis on equity; special roles recognized via additional retainers (e.g., Special Programs Chair $15k, Finance/Comp/GPP Chairs $20k, Audit Chair $25k, Aerospace Safety Chair $50k; Board Chair $250k) .
- Retainer stock units are distributed only after termination of Board service; directors may defer cash into stock units (with dividend equivalents) or an interest-bearing account .
- Perquisites are limited; no tax gross-ups for director benefits .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Retainer Stock Units (RSUs/DSUs) | Fixed-value annual retainer stock units ($200k in 2024), granted quarterly; distribution only after service ends | No performance metrics disclosed for director awards; units earn dividend equivalents as additional stock units; distribution as lump sum or up to 15 annual installments post-service . |
No performance-conditioned equity (e.g., PSUs) or options are disclosed for nonemployee directors; compensation is not tied to revenue/EBITDA/TSR or ESG metrics for directors .
Other Directorships & Interlocks
| Company | Sector | Potential Interlock/Consideration |
|---|---|---|
| Constellation Energy | Energy/nuclear | Nuclear oversight expertise; no specific related-party transactions disclosed with Boeing . |
| BWX Technologies | Defense/nuclear | Defense/nuclear industry expertise; no specific related-party transactions disclosed with Boeing . |
| Exelon (prior) | Energy/nuclear | Prior board service; no related-party transactions disclosed . |
Related-person transactions policy states some directors may be affiliated with entities doing business with Boeing “on customary terms”; committees assessed consultant independence; no conflicts were identified for compensation consultants (FW Cook in 2024; Pay Governance in 2023) .
Expertise & Qualifications
- Safety, risk management, cybersecurity, oversight of complex/high-risk systems; extensive crisis management and national security experience .
- Engineering/technology leadership; highly regulated industries; human capital management; international leadership and government/military/defense contracting expertise .
- Fortune 500 board experience; regular production site visits and intensified oversight post-January 2024 safety incident .
Equity Ownership
| Metric | 12/31/2023 | 12/31/2024 | 2/24/2025 |
|---|---|---|---|
| Accumulated deferred stock units (DSUs) | 4,323 units | 5,377 units | 5,663 units (stock units) |
| Shares beneficially owned | — | — | 0 shares |
Alignment and policies:
- Directors must own at least 3× annual cash retainer after 3 years and 5× after 6 years; each director exceeds requirements (average >14× in 2023; >10× in 2024) .
- Prohibition on hedging and pledging of Boeing securities; trades only in open windows with pre-clearance .
- Retainer stock units distributed only after termination of service, reinforcing long-term alignment .
Insider trades: Attempted to fetch Form 4 activity for “John Richardson” at BA (2020–2025) via insider-trades skill; request returned HTTP 401 (unauthorized). As a result, insider transaction-level data is not available for inclusion; ownership details reflect proxy disclosures [Read of insider-trades SKILL.md and failed tool attempt].
Governance Assessment
- Committee leadership and safety oversight: As Special Programs Committee Chair (classified programs) and member of Aerospace Safety and Finance, Richardson’s credentials in nuclear operations, safety, and cybersecurity align tightly with Boeing’s core risk areas. Committee independence and heightened meeting cadence in 2024 support board effectiveness amid operational challenges .
- Independence and engagement: Independent status, high attendance (>92%; average >99%), and consistent executive sessions indicate robust oversight. Directors increased engagement (site visits, multiple calls) following January 2024 incident, signaling strong board responsiveness .
- Alignment and pay structure: Equity-heavy director pay, deferred stock unit distribution post-service, and stringent anti-hedging/pledging policies strengthen long-term alignment; no meeting fees and limited perquisites reduce pay-for-attendance risk .
- Conflicts/related-party exposure: No Richardson-specific related-party transactions disclosed; Boeing’s policy addresses ordinary-course dealings on customary terms and precludes consultant conflicts (FW Cook retained independently in 2024) .
- Shareholder signals: Say-on-pay results improved from 2024 to 2025 (For: 237.99M → 435.22M), indicating better investor sentiment toward compensation practices as board oversight intensified and leadership transitioned .
RED FLAGS: None disclosed specific to Richardson (no hedging/pledging; attendance strong; no tax gross-ups; no related-party transactions identified). Ongoing scrutiny remains appropriate given cross-industry nuclear/defense board roles, though no transactions/conflicts are reported .