Lynn Good
Director at BA
Board
About Lynn J. Good
Lynn J. Good (age 65) has served on Boeing’s Board since 2015 and is an independent director. She is Chair of the Compensation Committee and a member of the Audit Committee, and the Board’s primary cybersecurity expert; she will retire as Chair and CEO of Duke Energy Corporation effective April 1, 2025 . Ms. Good is a Certified Public Accountant with ~30 years in accounting and 11 years as an audit partner at Arthur Andersen LLP and Deloitte & Touche LLP, and holds B.S. degrees in systems analysis and accounting from Miami University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Duke Energy Corporation | Chief Executive Officer; Chair | CEO 2013–2025; Chair 2016–2025 | Led integration of climate strategy; oversight of safety performance and large capital projects; crisis management |
| Duke Energy Corporation | President; Vice Chair | President 2013–2024; Vice Chair 2013–2016 | Strategy, operations and governance leadership in a highly regulated, capital-intensive utility |
| Duke Energy Corporation | EVP & CFO; Treasurer | 2009–2013 | Extensive financial management, capital markets, M&A and restructuring experience |
| Arthur Andersen LLP; Deloitte & Touche LLP | Audit Partner | 11 years | Deep expertise in risk management, internal controls, and regulatory compliance |
| Institute of Nuclear Power Operations (INPO) | Past Chair | — | Promoted highest safety standards in nuclear plant operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Duke Energy Corporation (NYSE: DUK) | Chair & CEO (retiring) | Chair 2016–2025; CEO 2013–2025 | “Other current public directorships: Duke Energy Corporation”; retirement effective April 1, 2025 |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent director; Board determined all nominees except the CEO are independent; all committee members are independent |
| Committee Assignments | Compensation Committee (Chair); Audit Committee (Member) |
| Audit Committee Financial Expert | Qualifies as audit committee financial expert (with Doughtie and Soussan; Johri also) |
| Primary Cybersecurity Expert | Serves as Audit Committee’s and Board’s primary cybersecurity expert; engages regularly with management on cyber topics |
| Board Meetings & Attendance | 12 Board meetings; 58 aggregate standing committee meetings in 2024; average director attendance >99%; each incumbent ≥92%; executive sessions of independent directors after every regular Board meeting |
| Committee Meetings (2024) | Compensation: 9; Audit: 13; Aerospace Safety: 12; Finance: 13; GPP: 8; Special Programs: 3 |
| Compensation Committee Interlocks | None requiring disclosure |
| Shareholder Outreach | Independent Chair led extensive outreach; in many cases the Compensation Committee Chair participated |
Fixed Compensation
| Component | Amount/Units | Notes |
|---|---|---|
| Annual Cash Retainer | $135,000 | Standard cash retainer for nonemployee directors |
| Committee Chair Fee (Compensation) | $20,000 | Annual fee for Compensation Committee Chair |
| Total Cash Earned (2024) | $155,000 | Fees earned or paid in cash |
| Stock Awards (Retainer Stock Units) | $200,000 | Aggregate grant-date fair value for 2024 retainer stock units |
| Retainer Stock Units Granted (2024) | 1,054 units | Standard units for 2024; distributed only after termination of Board service |
| Deferred Cash into Stock Units (2024) | 563 units | Ms. Good deferred $155,000 of cash compensation into 563 deferred stock units |
| All Other Compensation | $31,000 | Matching charitable contributions (no tax gross-ups beyond limited perquisites) |
| Total 2024 Director Compensation | $386,000 | Sum of cash, stock awards, other compensation |
| Key Program Features | No meeting fees; emphasis on stock-based comp; retainer units distributed after Board service; robust stock ownership guidelines; limited perquisites; no related tax gross-ups |
Performance Compensation
Oversight signals from Ms. Good’s Compensation Committee leadership in 2024:
- Increased emphasis on safety and quality in annual incentives following the 737-9 door plug accident; Commercial Airplanes AIP score weighted 60% safety/quality and 40% financial (vs. 75%/25% in 2023) .
- 2024–2026 PRSUs incorporated two product safety milestones; failure reduced payouts by 25% if completed in 2025 or to 0% if unmet by 2025; LTI mix: 55% PRSUs, 45% RSUs .
- Long-term incentive grant values reduced by ~22% from targets to hold executives accountable for share price decline post-accident .
| 2024 Annual Incentive Operational Metrics (examples) | Target Focus | Application |
|---|---|---|
| Traveled Work | Reduce average number of unfinished jobs per airplane traveling from final assembly (vs. 2023) | Commercial Airplanes operational quality |
| Rework | Reduce rework hours/total manufacturing hours (vs. 2023) | Production quality |
| Shadow Factories | Deliver pre-2023 737 MAX inventory; complete 787 join rework | Inventory/safety remediation |
| Employee Safety | Reduce enterprise OSHA recordable injury case rate (vs. 2023) | Workforce safety |
| Distribution Safety | Reduce unsafe shipments of dangerous goods (vs. 2023) | Logistics safety |
Say-on-Pay context: 64% support in 2024; the Board and Compensation Committee (chaired by Ms. Good) previewed and implemented program changes for 2025 to promote accountability and maintain safety and quality metrics .
Other Directorships & Interlocks
| Company | Role | Potential Interlock | Disclosure |
|---|---|---|---|
| Duke Energy Corporation | Chair & CEO (retiring) | Utility operator; not a disclosed Boeing supplier/customer | No related-person transactions disclosed involving Duke Energy; related-party disclosures focused on investment managers (BlackRock, Capital Research, Newport, Vanguard) |
Board conflict controls: The GPP Committee oversees possible conflicts; directors must disclose and recuse where appropriate; independence evaluated against NYSE and Boeing standards .
Expertise & Qualifications
- Executive leadership across highly regulated industries; deep risk management and financial oversight experience .
- Cybersecurity oversight expertise; designated primary cybersecurity expert at Board/Audit Committee level .
- Audit committee financial expert designation; extensive background in accounting and auditing .
- Human capital and sustainability experience, including climate strategy integration at Duke Energy .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares Beneficially Owned | 483 | As of Feb 24, 2025; individual ownership <1% of outstanding |
| Stock Units (Director/Plan Units) | 14,778 | As of Feb 24, 2025 |
| Total Units + Shares | 15,261 | Sum of beneficial shares and stock units |
| Accumulated Deferred Stock Units | 14,269 | As of Dec 31, 2024 (from deferrals and dividend equivalents) |
| Ownership Guideline Compliance | Exceeds requirement | Directors with >3 years must hold ≥3x cash retainer; >6 years ≥5x; each director exceeds; directors prohibited from hedging/pledging Boeing securities |
| Distribution Policy | Retainer stock units distributed only after termination of Board service | Aligns with long-term shareholder interests |
Governance Assessment
- Board effectiveness and engagement: Ms. Good chaired a highly active Compensation Committee (9 meetings in 2024) and served on the Audit Committee (13 meetings), while average director attendance exceeded 99%; executive sessions occur after every regular Board meeting—a strong oversight framework .
- Pay-for-performance alignment: As Compensation Chair, Ms. Good oversaw material changes tying incentives to safety/quality (60% weight at Commercial Airplanes) and reduced LTI grant values by ~22% post-accident—clear accountability signals for investors .
- Risk controls: Robust clawback policy (including non-restatement safety-related misconduct), independent compensation consultant (FW Cook; $660,206 fees; no conflicts), and strict prohibitions on hedging/pledging strengthen governance .
- Independence and conflicts: Board affirmed independence; no compensation committee interlocks; related-party disclosures did not involve Ms. Good or Duke Energy; directors must disclose and recuse from conflicts .
- Shareholder sentiment: 2024 say-on-pay support of 64% warrants ongoing attention; the committee, led by Ms. Good, conducted extensive outreach and adjusted 2025 design to enhance accountability and maintain safety/quality metrics—constructive response to investor feedback .
RED FLAGS: Moderate say-on-pay support (64%) in 2024—monitor for sustained improvements in program design and outcomes; simultaneous CEO/Chair role at Duke through April 1, 2025 increases time-commitment scrutiny, though Boeing’s policy limits outside boards and the Board determined independence .