Stephanie Pope
President and CEO, Boeing Commercial Airplanes at BA
Executive
About Stephanie Pope
Boeing’s Executive Vice President; President and CEO of Commercial Airplanes (BCA). She joined Boeing in 1994 and has held senior finance and operating roles across all three business units, including CFO of Boeing Commercial Airplanes and CFO of Boeing Global Services; she was appointed COO effective January 1, 2024, and named President and CEO of BCA effective March 25, 2024; the COO title was removed February 19, 2025 . Age 51 as disclosed at her COO appointment; she brings nearly three decades of Boeing experience spanning program finance, FP&A, business-unit CFO roles, and enterprise operations oversight . Company performance context for 2024 included significant operational and financial headwinds (door plug accident response, supply chain, IAM 751 work stoppage), reflected in 2024 free cash flow of approximately -$14.3B, GAAP net income of approximately -$11.8B, and a five‑year TSR value progression to $54.66 per $100 (company), underscoring the turnaround backdrop for BCA leadership in 2024–2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boeing | President & CEO, Commercial Airplanes | Mar 25, 2024 – present | Led development and FAA approval of BCA’s Safety & Quality Plan post-door plug accident; executed 2024 plan elements; 279 net new orders; 348 deliveries; advanced 737‑10 and 777‑9 milestones; redesigned supply chain engagement; 99% BCA safety/quality training completion . |
| Boeing | Executive Vice President & Chief Operating Officer | Jan 1, 2024 – Feb 19, 2025 | Oversaw performance of all three business units; drove supply chain, quality, manufacturing and engineering excellence; responsibility for Chief Engineer and business unit CEOs reporting lines . |
| Boeing Global Services | President & CEO | Apr 2022 – Dec 2023 | Led services across supply chain/parts, MRO/mods, digital, training; managed global customer base . |
| Boeing Commercial Airplanes | Chief Financial Officer | Dec 2020 – Mar 2022 | Business‑unit finance leadership during post‑pandemic recovery . |
| Boeing Global Services | Chief Financial Officer | Jan 2017 – Dec 2020 | Established BGS finance foundation post-creation; portfolio support . |
| Boeing Defense, Space & Security | VP, Finance & Controller | Aug 2016 – Dec 2016 | Segment finance/controls leadership . |
| Boeing Corporate | VP, Financial Planning & Analysis | Feb 2013 – Jul 2016 | Enterprise FP&A leadership . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $1,200,000 | Increased effective Jan 1, 2024 upon appointment as COO; no further adjustment with BCA CEO role in March 2024 . |
| Target Annual Incentive | $2,000,000 | Set with COO appointment (up from $1,000,000 in prior GBS role) . |
| Actual Annual Incentive Paid (2024) | $87,213 | Pro‑rated for Jan–Mar COO period using the 19% enterprise score and 100% individual score; no payout for BCA CEO period (BCA score 0%) . |
Performance Compensation
| Plan/Instrument | Metric(s) | Weighting/Structure | Target and Design | Actual/Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Incentive (2024) | Financial (FCF, operating earnings, revenue) and operational safety/quality | For BCA, 60% safety/quality, 40% financial; enterprise score used for corporate‑aligned roles | 2024 operational metrics focused exclusively on safety/quality (traveled work, rework, 787 join rework, dangerous goods safety, injury rate; delivery of pre‑2023 737 MAX inventory) . | Enterprise score 19%; BCA score 0% (reflecting production slowdowns, audits, IAM work stoppage) . | Annual cash, paid after year end; pro‑rated for partial‑year roles . |
| Long‑Term Incentive (2024–2026) | PRSUs: 3‑year cumulative free cash flow; safety milestones; RSUs: time‑based | LTI mix for executive officers: 55% PRSUs; 45% RSUs; grant values reduced ~22% post‑accident vs target . | Ms. Pope’s 2024 grant sized at $7,791,487 after 22% cut (initial target $10,000,000) . | PRSU payout 0–200% of target; 2024 safety milestones (SMS culture survey; operational control limits) reduce PRSU payout by 25% if completed in 2025 or to 0% if not completed by 2025; milestones certified completed in Dec 2024 . | RSUs/PRSUs vest after 3 years; retirement/layoff provisions allow full or pro‑rata vesting depending on age/service; PRSUs settle post‑period based on performance . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (2/24/2025) | 34,153 shares directly/beneficially owned; 58,743 stock units; total 92,896; less than 1% of shares outstanding . |
| Options Outstanding | 6,000 options @ $220.54 exp. 9/24/2031; 13,681 options @ $228.84 exp. 4/1/2032 (premium‑priced historical grants) . |
| Upcoming Vesting Cadence (Select RSUs) | RSUs vested Jan 15, 2025 (2,500); will vest Apr 1, 2025 (5,070); Feb 17, 2026 (11,284); Mar 11, 2027 (18,004). Counts reflect amounts outstanding after late‑2024 tax withholdings tied to retirement eligibility . |
| PRSU Targets Outstanding | 7,057 target PRSUs for Feb 17, 2026; 11,106 target PRSUs for Mar 11, 2027 (payout ranges 0–200% vs 3‑yr FCF, subject to 2024 safety milestones) . |
| Ownership Guidelines and Holding | Senior executives must attain and maintain significant Boeing stock holdings; executives must hold all newly vested stock until guidelines are met; as of Sep 30, 2024 all NEOs met requirements . |
| Hedging/Pledging Policy | Executives are prohibited from hedging or pledging Boeing securities; trades only during open windows with pre‑clearance . |
| Insider Selling Pressure Considerations | 2024 stock awards vested for Ms. Pope totaled 5,680 shares with $1,125,976 realized value; options outstanding were deeply out‑of‑the‑money at Dec 31, 2024 ($177 close), reducing near‑term exercise risk; upcoming RSU/PRSU vestings imply routine tax withhold/sell‑to‑cover flows . |
Employment Terms
| Provision | Terms |
|---|---|
| Appointment Terms | COO appointment grants: salary $1.2M, target bonus $2.0M, LTI opportunity $10.0M (effective Jan 1, 2024); transitioned to BCA CEO Mar 25, 2024; COO title removed Feb 19, 2025 . |
| Severance (Executive Layoff Benefits Plan) | If laid off due to job elimination: cash severance equal to one year base salary plus annual incentive based on target times actual incentive score, less any other severance; standard clawbacks apply for 5 years (competition, certain crimes, solicitation, disparagement, confidential info misuse) . |
| Estimated Severance Value (Ms. Pope) | Cash severance $1,287,213 upon qualifying layoff; additional components include pro‑rated AIP and equity vesting per plan rules (see Table I) . |
| Change‑in‑Control | No change‑in‑control arrangements; no accelerated vesting of equity awards on change in control . |
| Clawback | Dodd‑Frank compliant accounting restatement clawback; plus misconduct/negligence safety‑compromise recoupment; applies even absent a restatement . |
| Non‑compete/Non‑solicit Ties | Certain retirement and deferred compensation benefits (DB SERP/Executive SSP) include post‑termination forfeiture/clawback for competition, solicitation, crimes, disparagement, or misuse of confidential info . |
| Perquisites and Tax Treatment (2024) | Perqs and other personal benefits for Ms. Pope: $530,796 (includes $508,755 relocation including aircraft usage), tax reimbursements $104,252, and $256,004 company retirement plan contributions; total “All Other Compensation” $891,052 . |
Compensation Structure Analysis
- Pay for performance and safety alignment: 2024 annual incentive for BCA weighted 60% to safety/quality and 40% to financials; enterprise score 19% yielded only a modest payout for Ms. Pope’s COO period; BCA score 0% eliminated payout for BCA CEO period, reinforcing alignment with operational execution outcomes .
- LTI design tightened with safety gates: 2024 PRSUs add product safety milestones where failure deflates payouts by 25% or to zero if not completed by 2025; the milestones were certified completed in Dec 2024, preserving incentive value contingent on 3‑year free cash flow delivery .
- Shareholder feedback and 2025 shifts: Following 64% 2024 say‑on‑pay support, design changes include a single enterprise AIP score for 2025 (80% financials, 20% safety/execution KPIs) and a shift to premium‑priced options (55%) plus RSUs (45%) for 2025–2027 awards to align with uncertainty and long‑cycle recovery .
Say‑on‑Pay, Peer Group, and Governance Context
- Say‑on‑Pay support was 64% in 2024, prompting enhanced disclosure and plan changes for 2025 .
- Peer group (unchanged since 2018, adjusted for transactions) includes 19 large U.S. industrial/tech leaders (e.g., LMT, RTX, HON, CAT, XOM, MSFT); Boeing targets market‑driven competitiveness with median as a starting point, adjusted for role specifics and performance .
- Prohibitions on pledging/hedging; robust clawback including safety conduct; no employment contracts or CIC arrangements; rigorous stock ownership/holding requirements .
Performance & Track Record
| Area | Evidence |
|---|---|
| Safety/Quality Program Execution | FAA‑approved BCA Safety & Quality Plan; conducted 32 site stand‑downs with ~72,000 employees; 99% training completion at BCA; operational control limits developed and certified for 2024 PRSU milestones . |
| Commercial Momentum | 279 net orders; 348 deliveries in 2024 under BCA leadership during a constrained production environment . |
| Company Performance Backdrop (2024) | Macroeconomic and operational headwinds (production slowdowns, supply chain disruptions, IAM work stoppage) drove negative free cash flow (-$14.3B) and net income (-$11.8B); TSR proxy series indicates $100 became $54.66 at YE 2024, contextualizing turnaround challenge . |
Vesting Schedules and Potential Insider Selling Pressure
| Instrument | Quantity | Vest/Exercise Price | Vest/Expiry | Implication |
|---|---|---|---|---|
| RSUs | 2,500 | — | Vested Jan 15, 2025 | Distributions/withholdings may occur at vest; not indicative of discretionary selling . |
| RSUs | 5,070 | — | Apr 1, 2025 | Routine vesting; tax withhold/sell-to-cover expected . |
| RSUs | 11,284 | — | Feb 17, 2026 | Routine vesting; subject to holding requirements until guideline met (already met) . |
| RSUs | 18,004 | — | Mar 11, 2027 | Routine vesting cadence . |
| PRSUs (target) | 7,057 | — | Feb 17, 2026 | 0–200% payout based on 2024–2026 FCF; 2024 safety gates satisfied . |
| PRSUs (target) | 11,106 | — | Mar 11, 2027 | 0–200% payout based on 2024–2026 FCF; 2024 safety gates satisfied . |
| Options | 6,000 | $220.54 | Exp. Sep 24, 2031 | Deep OTM at 12/31/24 price ($177); low near‑term exercise risk . |
| Options | 13,681 | $228.84 | Exp. Apr 1, 2032 | Deep OTM at 12/31/24 price ($177); low near‑term exercise risk . |
Equity Ownership & Pledging
- Beneficial ownership: 34,153 shares and 58,743 stock units; less than 1% of outstanding shares; executive stock ownership guidelines met as of Sep 30, 2024 .
- Policy prohibits hedging and pledging; transactions require pre‑clearance and open‑window timing .
Employment Terms & Severance Economics
| Item | Ms. Pope |
|---|---|
| Layoff due to Job Elimination (illustrative) | Cash severance $1,287,213; pro‑rated AIP based on actual enterprise/business unit score; equity vesting per retirement/layoff rules; plus limited transition benefits (e.g., tax prep, outplacement) per plan . |
| Other Scenarios | Pro‑rated AIP and equity vesting under qualifying retirement, disability, or death, as defined; see Table I for detailed values . |
| CIC Treatment | No CIC arrangements or accelerated vesting on change in control . |
| Clawback | Restatement and safety‑related misconduct recoupment applies . |
Investment Implications
- Alignment and risk: 2024 AIP zero score for BCA period and modest enterprise payout for the COO period signal strong outcome sensitivity to safety/quality and execution; 2024 PRSUs embed safety gates and 3‑year FCF, enhancing long‑term alignment . Near‑term selling pressure appears limited given OTM options and a scheduled RSU cadence that will primarily generate sell‑to‑cover tax flows; pledging/hedging prohibitions reduce alignment risk .
- Retention watchpoints: Retirement‑eligibility (evidenced by 2024 FICA withholding triggers) increases equity protection on separation (pro‑rata/full vesting under certain conditions), reducing forfeiture risk; however, stock ownership requirements and safety‑linked clawbacks mitigate misalignment and encourage sustained tenure and performance .
- Pay program trajectory: Shareholder feedback (64% support) drove 2025 changes to consolidate AIP into a single enterprise score (with safety/execution KPIs) and shift LTI mix to premium‑priced options plus RSUs amid elevated uncertainty—suggesting the Board is emphasizing multi‑year equity leverage and execution accountability through the cycle .