Kelly Ortberg
About Kelly Ortberg
Kelly Ortberg, 64, is President and CEO of The Boeing Company (appointed August 8, 2024) and a member of the Board of Directors. He holds a B.S. in Mechanical Engineering from the University of Iowa and brings 35+ years of aerospace leadership including CEO roles at Rockwell Collins and Collins Aerospace (RTX) . Early tenure performance has been mixed: Boeing’s Q3 2025 revenue rose 30% year over year to $23.3B with positive free cash flow of ~$0.2B, while a $4.9B charge on 777X drove a GAAP loss per share of ($7.14); 737 production was stabilized at 38/month and jointly agreed with the FAA to increase to 42/month, and backlog reached $636B . He is based in Seattle to be close to commercial operations and has emphasized safety and quality culture in the turnaround plan .
Recent operating snapshot under Ortberg (illustrative quarter)
| Metric | Q3 2024 | Q3 2025 |
|---|---|---|
| Revenue ($USD Billions) | $17.84 | $23.27 |
| GAAP Diluted EPS | ($9.97) | ($7.14) |
| Operating Cash Flow ($USD Billions) | ($1.345) | $1.123 |
| Free Cash Flow ($USD Billions, non-GAAP) | ($1.956) | $0.238 |
| 737 Monthly Production | 38 | 42 (FAA-approved increase in Oct. 2025) |
| Company Backlog ($USD Billions) | — | $636 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Rockwell Collins | EVP/COO Commercial Systems; EVP/COO Government Systems; President; President & CEO; Chairman, President & CEO | 2006–2018 | Led growth, operational excellence; navigated complex regulatory and safety requirements |
| Collins Aerospace (United Technologies/RTX) | CEO | 2018–2020 | Led post-merger integration and scaling of aerospace systems franchise |
| RTX Corporation | Special Advisor to the Office of the CEO | 2020–2021 | Strategic counsel post-UTX/RTX combination |
| Boeing | President & CEO (and Director) | 2024–present | Safety/quality turnaround; production stabilization; stakeholder engagement |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Aptiv PLC | Director | Current | Only current public board; automotive technology |
| RTX Corporation | Director | Prior 5 years | Prior directorship at large aerospace peer |
| Aerospace Industries Association (AIA) | Chair, Board of Governors (prior) | Prior | Industry leadership |
Fixed Compensation
| Component | 2024 Amounts/Terms | Notes |
|---|---|---|
| Base Salary Paid (2024) | $525,000 | Partial-year after Aug. 8, 2024 start |
| Base Salary Rate | $1,500,000 | Approved effective Aug. 8, 2024 |
| One-time Cash Award | $1,250,000 (paid Dec. 2024) | Contingent on continued employment to payment date |
| Perquisites & Other Benefits | $454,541 | Includes relocation assistance incl. aircraft usage ($313,321) and aircraft usage ($130,762) |
| Tax Reimbursement (gross-ups) | $107,319 | Tax assistance for relocation benefits |
| Company Retirement Contributions | $51,923 | Defined contribution plans |
Summary compensation (2024)
| Metric | 2024 |
|---|---|
| Salary | $525,000 |
| Bonus/One-time Cash | $1,250,000 |
| Stock Awards (RSUs) | $7,999,900 |
| Option Awards (PPSO) | $7,999,946 |
| Non-Equity Incentive | $0 (not a 2024 AIP participant) |
| Pension/Deferred Earnings | $0 |
| All Other Compensation | $613,783 |
| Total | $18,388,629 |
Performance Compensation
| Incentive Type | Metric/Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Incentive (AIP) 2024 | N/A for Ortberg | — | Not a participant in 2024 AIP | — |
| RSUs (New Hire) | Time-based (no performance) | Grant date value ~$8,000,000 | — | 1/3 on each of 1st, 2nd, 3rd anniversaries of 8/8/2024 (subject to service; special retirement/layoff/death/disability treatment) |
| Premium-Priced Stock Options (PPSO) | Time-based (no performance) | Grant date value ~$8,000,000; Exercise price $200.01 (120% of FMV) | — | 25% on 2nd anniversary, 25% on 3rd, 50% on 4th anniversary of 8/8/2024; 10-year term; special vesting on layoff/death/disability |
Program design notes
- 2024 for all NEOs emphasized safety/quality in incentives; Committee reduced March 2024 LTI awards for then-serving NEOs by 22% (Ortberg received separate new-hire grants) .
- 2025 program incorporates a single enterprise incentive score to promote alignment on operational priorities; safety metrics identified in consultation between Aerospace Safety and Compensation Committees .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/24/2025) | Shares: 0; Stock Units: 90,672; <1% of outstanding |
| Vested vs Unvested | 2024 new-hire RSUs/PPSO predominantly unvested as of 12/31/2024; PPSO was out-of-the-money at year-end (exercise $200.01 vs $177.00) |
| Ownership Guidelines | Executives must meet multiples; each NEO on 12/31/2024 (including Ortberg) satisfied the applicable requirement as of 9/30/2024 |
| Holding Requirements | Must hold newly vested stock until minimum ownership met |
| Hedging/Pledging | Prohibited for executive officers and directors |
Vesting schedule detail (new-hire awards)
| Award | Quantity/Strike | Vesting Dates |
|---|---|---|
| RSUs | 47,997 units | ~Aug 8, 2025; ~Aug 8, 2026; ~Aug 8, 2027 (1/3 each; proration/acceleration per terms) |
| PPSO (Option) | 112,276 @ $200.01 | ~Aug 8, 2026 (25%); ~Aug 8, 2027 (25%); ~Aug 8, 2028 (50%); 10-year expiration; special vesting on layoff/death/disability |
Implications for insider selling pressure
- RSU tranches beginning August 2025 create scheduled liquidity events; PPSO premium strike reduces near-term monetization risk if shares remain below $200.01 .
Employment Terms
- Start date and role: Elected President & CEO and director effective August 8, 2024; no fixed term .
- Pay targets (set upon hire): 2025 annual incentive target $3,000,000; 2025 long-term incentive target $17,500,000 .
- Mandatory retirement: Not subject to mandatory retirement policy until April 1, 2031 (Board determination) .
- Relocation: Approved relocation benefits under Company policy .
- Change-in-control and severance: No accelerated vesting of equity awards upon change in control (company policy); no individual CIC agreement . Layoff Plan cash severance generally applies upon qualifying layoff after 1 year of service; as of 12/31/2024, Ortberg’s cash severance shown as $0 due to service tenure at that date .
- Clawback/Conduct standards: Robust clawback extends to safety-compromising conduct, fraud/bribery, and post-vesting restrictive conditions (jurisdiction-specific); applies to cash award, RSUs, and options .
- Non-compete/Non-solicit framework: Enforced via award terms/addenda (e.g., in Washington, competitive activity restricted during a “Restricted Period,” generally up to 18 months after latest vest/payment; carve-outs for layoff/low earnings per law) .
Potential payments upon termination (illustrative as of 12/31/2024, stock $177)
| Scenario | Cash Severance | Annual Incentive | RSUs | Notes |
|---|---|---|---|---|
| Layoff (job elimination) | $0 | $0 | $0 | Severance eligibility tied to service; RSU treatment per terms |
| Other Layoff | $0 | $0 | $943,941 | Plus admin benefits (tax prep $8,300; fin. mgmt $3,350; outplacement $47,453) |
| Long-Term Disability | $0 | $0 | $8,495,469 | RSUs accelerate; admin benefits |
| Death | $0 | $0 | $8,495,469 | RSUs accelerate; admin benefits |
Board Governance
- Board service: Director since 2024; not independent; serves as CEO; no committee assignments .
- Structure/independence: Boeing requires an independent Board Chair (currently independent); 10 of 11 director nominees independent; all committees fully independent—mitigating dual-role concentration risk .
- Attendance: 2024 average director attendance exceeded 99% (Board and standing committees) .
- Director pay: CEO does not participate in nonemployee director compensation program .
Performance & Track Record
- Execution wins: Stabilized 737 production at 38/month; FAA approved increase to 42/month in October 2025; generated positive free cash flow in Q3 2025; backlog reached $636B .
- Challenges: Recorded $4.9B 777X charge in Q3 2025 tied to certification timing; company remained loss-making, reflecting continued program and regulatory headwinds .
- Culture and safety: Board and Aerospace Safety Committee intensified oversight post-2024 incidents; CEO emphasized Seattle-based presence, safety/quality KPIs, and SMS/QMS enhancements .
Compensation Structure Analysis
- Alignment features: Heavy long-term equity (50% premium-priced options, 50% RSUs at hire) directly links value to stock recovery and retention; no 2024 AIP participation avoids windfall amid transition .
- Risk controls: Expanded clawback tied to product safety and misconduct; strict anti-hedging/pledging; no CIC acceleration; strong ownership/holding policies .
- Shareholder feedback: 2024 engagement led to heightened safety/quality metrics in incentives and a 22% reduction to March 2024 LTI targets for then-serving NEOs (not applicable to Ortberg’s hire grants) .
Equity Ownership & Alignment (Detail)
| Measure | Value |
|---|---|
| Beneficial Shares Owned (2/24/2025) | 0 |
| Stock Units (2/24/2025) | 90,672 |
| Options Exercisable (within 60 days of 2/24/2025) | 0 (new PPSO vesting begins in 2026) |
| Ownership Guideline Status | Satisfies requirement as of 9/30/2024 |
| Hedging/Pledging | Prohibited (policy) |
Employment Terms (Detail)
| Term | Detail |
|---|---|
| Appointment Date | Aug 8, 2024 |
| 2025 Targets | AIP $3.0M; LTI $17.5M |
| Mandatory Retirement | Not subject until April 1, 2031 (Board decision) |
| Relocation | Approved under policy |
| Change-in-Control | No accelerated vesting of equity awards |
| Clawback/Restrictive Terms | Applies to cash, RSUs, PPSO; safety-related triggers; post-vesting restrictions per jurisdiction |
Investment Implications
- Pay-for-performance alignment: Premium-priced options (120% of grant-date FMV at $200.01) and time-based RSUs create multi-year retention and strong upside leverage if execution improves; absence of CIC acceleration and robust clawback reduce governance risk .
- Near-term selling pressure: Main liquidity events begin August 2025 via RSU tranches; PPSO likely limits early monetization unless shares exceed $200.01, moderating forced selling risk .
- Retention risk: 2025 AIP/LTI targets established; non-compete and non-solicit protections embedded in award terms (state-dependent) bolster retention, though lack of a fixed-term employment contract means flexibility cuts both ways .
- Execution monitors: Track 737 production cadence increases, 777X certification path/costs, and cash flow inflection; CEO messaging and Board oversight emphasize safety/quality, a prerequisite for sustainable margin recovery .