Steve Mollenkopf

About Steve Mollenkopf

Steve Mollenkopf (age 56) is Boeing’s independent Board Chair, serving in that role since March 24, 2024, and a director since 2020. He is the former CEO and COO of Qualcomm, a technology and manufacturing leader, with deep engineering credentials (B.S. Electrical Engineering – Virginia Tech; M.S. Electrical Engineering – University of Michigan) and is inventor on 38 patents. He is independent and sits on the Compensation, Governance & Public Policy (GPP), and Special Programs Committees .

Past Roles

Organization	Role	Tenure	Committees/Impact
Qualcomm Incorporated	CEO; CEO‑elect & President; President & COO	CEO 2014–2021; CEO‑elect & President 2013–2014; President & COO 2011–2013	Led complex engineering/manufacturing programs; precision engineering and testing for complex systems
Qualcomm Incorporated	Special Advisor	2021–2022	Strategic advisory during transition
Consello Group	Special Advisor	2022–present	Strategic advisory

External Roles

Organization	Role	Tenure	Committees/Impact
Dell Technologies Inc.	Director	Current	Public company directorship; governance oversight
Qualcomm Incorporated	Director (prior)	Within past 5 years	Prior public directorship

Board Governance

Independent Board Chair (required by bylaws and Corporate Governance Principles); Mollenkopf elected Independent Chair March 24, 2024, and led a thorough CEO succession process resulting in Kelly Ortberg’s election .
Committee memberships: Compensation; Governance & Public Policy; Special Programs (all committee members are independent; 10 of 11 nominees are independent) .
Attendance and engagement: Average director attendance >99% in 2024; each incumbent director ≥92%. Executive sessions of independent directors after every regular Board meeting. All directors attended the 2024 annual meeting .
Shareholder engagement: Independent Chair personally participated in 29 engagements in 2024, covering ~43% of outstanding shares; expanded outreach after the 737‑9 door plug accident to address safety/quality and compensation design .
Safety oversight: Aerospace Safety Committee doubled meetings in 2024; consults with Compensation Committee on safety metrics for incentive design .

Fixed Compensation

Component	Structure/Amount	2024 Value for S. Mollenkopf
Annual cash retainer (director)	$135,000	Included in fees earned
Independent Board Chair retainer	$250,000 (pro‑rated where applicable)	Included in fees earned
Committee chair fees	Aerospace Safety $50k; Audit $25k; Compensation/GPP/Finance $20k; Special Programs $15k	Not applicable (member, not chair)
Meeting fees	None (attendance expected)	N/A
Equity retainer	$200,000 in retainer stock units (RSUs); 1,054 units/year typical in 2024	$200,000; 2024 RSUs per director generally 1,054 units
Charitable matching	Up to $31,000/year	$12,500 other comp (includes matching/perqs per table)
2024 total director compensation	Cash $327,994; Stock $200,000; Other $12,500; Total $540,494	$540,494
Deferrals (2024)	Cash deferrals permitted into deferred stock units	Deferred $327,994 into 1,173 units

Retainer stock units are only distributed after termination of Board service; directors must hold all equity-based compensation until they leave the Board .

Performance Compensation

Feature	Details
Performance linkage	No performance-based cash/equity for nonemployee directors (equity is retainer RSUs, not PRSUs)
Equity terms	Retainer stock units earn dividend equivalents as additional units; distributed as shares only after Board service ends
Ownership guidelines	≥3x annual cash retainer after 3 years; ≥5x after 6 years; each director meets requirement
Hedging/pledging	Prohibited for directors; trades only in open windows with pre‑clearance

Other Directorships & Interlocks

Current public board: Dell Technologies Inc.; prior public board: Qualcomm Incorporated .
Compensation Committee Interlocks: None reported among Compensation Committee members in 2024 (Mollenkopf is a member) .
Related-party transactions: Board policies require annual questionnaires and GPP Committee review; directors must disclose and recuse from conflicts. No specific related‑party transactions disclosed for Mollenkopf .

Expertise & Qualifications

Engineering/technology leadership; complex manufacturing; risk management; Fortune 500 CEO experience; global relationships; senior leadership .
Technical credentials: Published IEEE author; inventor on 38 patents .

Equity Ownership

Holder	Shares Beneficially Owned	Stock Units (incl. deferred units)	Total Units/Shares	Ownership as % of Outstanding
Steven M. Mollenkopf	3,767	10,082	13,849	<1% (each director/NEO <1%)

Directors prohibited from hedging or pledging; trading only during open windows with pre‑clearance .
All directors exceed applicable stock ownership requirements .

Governance Assessment

Positive signals
- Independent Chair structure; Mollenkopf led CEO succession with extensive external stakeholder input, enhancing board credibility and oversight of culture/safety turnaround .
- Committee independence and robust meeting cadence; Aerospace Safety and Finance committees met ≥2x typical frequency in 2024; integrated safety oversight and compensation design .
- High attendance (>99% average) and active shareholder engagement (29 Chair-led meetings), supporting accountability and investor confidence .
- Strong director pay design alignment: equity retainer units held until end of service; robust ownership guidelines; no meeting fees .
- Section 16 compliance broadly timely; no delinquencies noted for directors (one late filing for an executive due to administrative error) .
Potential concerns and monitoring
- Say‑on‑pay support in 2024 was 64%, indicating investor scrutiny of executive pay; Mollenkopf (as Compensation Committee member) participated in outreach and subsequent design changes emphasizing safety/quality .
- External board commitments: Company limits outside boards; GPP monitors overboarding; Mollenkopf currently on Dell board—no disclosed conflict, but ongoing oversight appropriate .
RED FLAGS: None disclosed specific to Mollenkopf (no related‑party transactions, no hedging/pledging, no Section 16 issues). Continued focus warranted on executive pay alignment in light of 64% say‑on‑pay outcome .

Appendix: Committee Assignments and Attendance

Committee	Role	2024 Meetings	Independence
Compensation	Member	9	100% independent
Governance & Public Policy	Member	8	100% independent
Special Programs	Member	3	100% independent
Board	Independent Chair	12 Board meetings; >99% average attendance; executive session after each regular meeting	Independent Chair required by bylaws

All committee counts reflect 2024 meetings; board and committee independence per Corporate Governance Principles/NYSE standards .