Robert Bradway
BOEINGAbout Robert A. Bradway
Independent director since 2016 (age 62), Robert A. Bradway is Chair of Boeing’s Governance & Public Policy (GPP) Committee and a member of the Compensation Committee. He is Chairman & CEO of Amgen (Chairman since 2013; CEO since 2012) and previously served as President & COO (2010–2012) and EVP & CFO (2007–2010). Education: BA in Biology, Amherst College; MBA, Harvard Business School. His core credentials include financial oversight, safety and regulatory-compliance leadership, and senior executive experience in highly regulated industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | EVP & CFO | 2007–2010 | Financial leadership in a highly regulated biotech context |
| Amgen Inc. | President & COO | 2010–2012 | Operations leadership; product development/safety oversight |
| Amgen Inc. | Chief Executive Officer | 2012–present | Strategic execution; global regulatory alignment |
| Amgen Inc. | Chairman of the Board | 2013–present | Governance and sustainability oversight |
| Morgan Stanley (London) | Managing Director, Banking/Corp Finance (Europe) | 2001–2006 | Capital markets and corporate finance leadership (joined Amgen in 2006; responsibility beginning in 2001) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amgen Inc. | Director; Chairman & CEO | Director since 2011 | Executive Committee (Chair), Equity Award Committee; governance and compensation oversight |
| Norfolk Southern Corporation | Director | 2011–2017 | Board oversight at a highly regulated railroad operator |
| University of Southern California | Board of Trustees | Since 2014 | Non-profit governance; stakeholder engagement |
Board Governance
- Committee assignments: Chair, Governance & Public Policy Committee; Member, Compensation Committee; independence status: Yes .
- Board attendance and engagement: In 2024, Board met 12 times; standing committees met 58 times. Each incumbent director attended at least 92% of aggregate Board/committee meetings; average attendance >99%. Independent directors held executive sessions after every regular Board meeting .
- Independence and structure: 10 of 11 director nominees are independent; all committee members are independent; Boeing’s by-laws require an independent Board Chair (currently Steven M. Mollenkopf) .
- Committee activity: 2024 meetings—Aerospace Safety (12), Audit (13), Compensation (9), Finance (13), GPP (8), Special Programs (3) .
- Role transition: Bradway served as Finance Committee Chair until May 17, 2024; began serving as GPP Committee Chair on May 17, 2024 .
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 155,440 | 200,000 | 31,000 | 386,440 |
| 2022 | 155,000 | 200,000 | 31,000 | 386,000 |
Director pay program (2024):
- Annual cash retainer: $135,000; Chair retainers—Board Chair $250,000; Aerospace Safety Chair $50,000; Audit Chair $25,000; Compensation/GPP/Finance Chairs $20,000; Special Programs Chair $15,000. Meeting fees: none. Directors may defer cash fees to stock units or a cash account .
- Annual director equity: $200,000 of retainer stock units (RSUs), granted quarterly and distributed as Boeing shares only after termination of Board service; dividend equivalents credited as additional RSUs .
Performance Compensation
- Not applicable for nonemployee directors: Boeing’s director compensation is retainer-based cash plus time-based retainer stock units; no performance metrics, options, or PSU frameworks apply to directors .
| Component | Structure/Metric | 2024 Detail |
|---|---|---|
| Retainer Stock Units | Time-based, distributed after Board service ends; dividend equivalents accrue | Each nonemployee director received 1,054 units; value $200,000 |
| Cash Deferrals | Optional deferral into stock units | Bradway deferred $155,440 cash into 564 deferred stock units |
Other Directorships & Interlocks
| Company | Relationship to BA | Potential Interlock/Conflict | Notes |
|---|---|---|---|
| Amgen Inc. | Bradway is Chairman & CEO and Director | Public-company CEO serving on BA board | Boeing policy limits outside board service; directors who are public-company CEOs may serve on no more than one public company board in addition to Boeing; independence standards reviewed and confirmed . |
| Norfolk Southern (prior) | None currently | Historical role only | No current BA conflicts disclosed |
| USC (non-profit) | None | Not a related-party transaction | Non-profit governance |
Related-party exposure:
- Boeing discloses related-person transaction review processes and specific transactions; no Amgen/Bradway related-party transactions are disclosed in the 2025 proxy .
Expertise & Qualifications
- Engineering/Technology leadership; complex manufacturing; safety; risk management; highly regulated industry experience; human capital; international relationships; environmental/sustainability; Fortune 500 CEO and CFO credentials; senior leadership .
Equity Ownership
| As-of Date | Shares Beneficially Owned | Stock Units (Deferred/RSUs) | Ownership as % of Outstanding |
|---|---|---|---|
| Feb 24, 2025 | 0 | 13,682 | <1% (each director/NEO) |
Additional alignment and restrictions:
- Directors must hold all equity-based compensation until leaving the Board; robust ownership guidelines: >3x annual cash retainer after 3 years; >5x after 6 years; each director currently exceeds requirements. Hedging and pledging of Boeing securities are prohibited; trading permitted only in open windows with pre-clearance .
Governance Assessment
- Strengths: Chair of GPP Committee during a period of intense board oversight and CEO succession; deep safety/regulatory experience; strong independence posture; very high board-wide attendance; director equity holding requirements and post-service distribution strengthen long-term alignment .
- Potential conflicts: Dual role as Amgen Chairman & CEO raises time-commitment concerns typical for sitting CEOs, but Boeing’s policy limits outside board service and independence standards were affirmed; no related-party transactions with Amgen disclosed, and recusal requirements apply to directors .
- Alignment signals: Accumulated stock units and required post-service holding; deferral of cash into stock units; prohibition on hedging/pledging; ownership guidelines exceeded .
- Red flags to monitor: Zero directly held BA shares (ownership is via stock units), which some investors view as weaker immediate economic exposure; ongoing demands on time as a public-company CEO; continued oversight of safety and quality initiatives given BA’s elevated committee workload in 2024 .