Lynne Doughtie
Director at BA
Board
About Lynne M. Doughtie
Independent director since 2021; age 62. Former U.S. Chairman & CEO of KPMG with deep expertise in audit, internal controls, risk management, and regulatory compliance. Currently serves as Audit Committee Chair and member of the Compensation Committee at Boeing; designated as an Audit Committee “financial expert.” Background includes leading major audit/advisory practices and board service at large public companies, supporting board effectiveness in oversight of safety, financial reporting, and cybersecurity.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG (U.S.) | Chairman & CEO | 2015–2020 | Led national/global audit/advisory practices; extensive client leadership; expertise in risk, controls, culture change; recognized for inclusive, values-based leadership |
| KPMG (U.S.) | Vice Chair, Advisory Practice | 2011–2015 | Oversight of advisory services; risk management and regulatory compliance experience brought to boardroom |
| KPMG | Audit practice (career start) | Began 1985 | Led partner engagements for major clients; deep audit/regulatory exposure supporting financial reporting oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McKesson Corporation | Director | Current | Public company board experience; enhances governance and risk oversight perspectives |
| Workday, Inc. | Director | Current | Public company board experience; supports technology/cyber oversight; committee assignments not disclosed in Boeing proxy |
Board Governance
- Independence: Boeing Board determined Ms. Doughtie is independent; all members of Audit and Compensation Committees are independent.
- Committee assignments: Audit Committee Chair (appointed May 17, 2024); Compensation Committee member.
- Financial expert designation: Board determined Ms. Doughtie qualifies as an Audit Committee financial expert under SEC rules.
- Meeting cadence and attendance: In 2024, Board held 12 meetings; standing committees held 58; each incumbent director attended at least 92% of meetings; average aggregate director attendance exceeded 99%.
- Committee meeting volume in 2024 (context for workload and engagement): Aerospace Safety (12), Audit (13), Compensation (9), Finance (13), Governance & Public Policy (8), Special Programs (3).
- Independent leadership: Board Chair is independent (Steve Mollenkopf); executive sessions of independent directors after every regular Board meeting.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $135,000 | Standard nonemployee director cash retainer |
| Audit Committee Chair Fee | $25,000 | Pro-rated from May 17, 2024 when she became Chair |
| Fees Earned or Paid in Cash (2024) | $150,591 | Includes base + pro-rated chair fee; deferral not disclosed for Ms. Doughtie |
| Meeting Fees | $0 | Boeing pays no Board/committee meeting fees |
| Other Compensation (2024) | $31,000 | Charitable gift matching; no tax gross-ups |
Performance Compensation
| Equity Component | Grant-Date Fair Value (2024) | Units/Structure | Vesting/Distribution | Dividend Equivalents |
|---|---|---|---|---|
| Retainer Stock Units (RSUs) | $200,000 | 1,054 retainer stock units in 2024 | Distributed only after termination of Board service (aligns with long-term shareholder interests) | Credited as additional stock units; no voting/transfers until distribution |
Note: Boeing does not tie nonemployee director compensation to performance metrics; compensation emphasizes fixed cash + equity retainer units, with no options or performance metrics disclosed for directors.
Other Directorships & Interlocks
| Company | Relationship to BA | Potential Interlock/Conflict |
|---|---|---|
| McKesson Corporation | External directorship | No related-party transactions disclosed involving McKesson; no conflict flagged in Boeing’s proxy |
| Workday, Inc. | External directorship | No related-party transactions disclosed involving Workday; no conflict flagged in Boeing’s proxy |
- Related-party policy: GPP Committee reviews and pre-approves/ratifies transactions >$120,000 with directors/executives and immediate family; directors must disclose and recuse from conflicts.
- 2024 reviewed transactions: Asset managers for Boeing plans (BlackRock $16.9M; Capital Research $3.2M; Newport $1.1M; Vanguard $187k) — none involve Ms. Doughtie’s external boards.
Expertise & Qualifications
- Audit/Finance: Big Four CEO; deep audit and internal control oversight; SEC/NYSE audit committee independence and “financial expert” status.
- Risk/Compliance: Extensive risk management and regulatory compliance experience; culture change leadership.
- Human capital and leadership: Executive leadership at KPMG; values-based leadership recognized.
- Board skills matrix context: Board emphasizes risk management, cybersecurity oversight, complex manufacturing/safety expertise; Ms. Doughtie contributes financial and governance depth.
Equity Ownership
| As of Date | Shares Beneficially Owned | Stock/Deferred Units | Ownership as % of Shares Outstanding |
|---|---|---|---|
| Dec 31, 2024 | — | 4,109 accumulated deferred stock units | — |
| Feb 24, 2025 | 0 | 4,395 stock units | Each director owned <1% |
- Stock ownership requirements: >3x cash retainer after 3 years; >5x after 6 years; all directors currently exceed applicable requirements. Hedging/pledging of Boeing securities prohibited for directors.
- Distribution/holding: Directors must hold all equity-based compensation until departure from Board.
Governance Assessment
- Strengths
- Independent director; Audit Chair; SEC-designated financial expert — bolsters oversight of financial reporting, controls, compliance, and cyber risk.
- High engagement environment: Board/committees met frequently in 2024; aggregate attendance >99%; independent sessions after each regular Board meeting.
- Alignment mechanisms: Retainer stock units deferred until service end and robust ownership guidelines; hedging/pledging prohibited — strong skin-in-the-game and anti-misalignment policies.
- Clear conflict processes: GPP Committee oversight; disclosure and recusal obligations; no related-party transactions flagged involving her external boards.
- Watch items
- Multiple external public boards (McKesson, Workday) — time commitment monitored via Boeing limits and independence standards; currently within policy and independence affirmed.
- Audit Committee workload is elevated given Boeing’s safety/quality remediation and cyber oversight; continued monitoring of committee capacity appropriate.
- RED FLAGS
- None disclosed regarding low attendance, hedging/pledging, related-party transactions, or perquisite tax gross-ups for directors.
Notes on Data Coverage
- Director compensation and ownership figures reflect 2024 compensation and positions as disclosed in Boeing’s 2025 definitive proxy.
- Insider trading Form 4 data is not included in Boeing’s proxy; no Form 4 records for Ms. Doughtie were available via company filings in the proxy, and no related-party transactions involving her external boards were reported.