Uma Amuluru

About Uma Amuluru

Uma M. Amuluru is Executive Vice President and Chief Human Resources Officer (CHRO) at Boeing, appointed effective April 1, 2024, and serves on Boeing’s Executive Council; she reports to the CEO and oversees global HR including talent, compensation/benefits, labor relations, and DE&I. She is 47 years old and previously served as Vice President & Assistant General Counsel for Boeing Defense, Space & Security (Apr 2023–Mar 2024), Boeing’s first Chief Compliance Officer and VP, Global Compliance (May 2020–Apr 2023), VP & Assistant General Counsel for Engineering, Test & Technology/IT/Manufacturing & Supply Chain (Oct 2018–May 2020), and Senior Counsel (Aug 2017–Oct 2018); prior to Boeing she held senior U.S. government roles including Counselor to the U.S. Attorney General, Associate White House Counsel, and is a former federal prosecutor . Company performance context during 2024 included negative TSR on a $100 basis and negative free cash flow and net income, which are core inputs to incentive design for senior executives .

Select company performance metrics (Pay-versus-Performance disclosure):

Past Roles

External Roles

Fixed Compensation

• Boeing’s executive pay framework comprises base salary, annual incentives, and long-term stock-based incentives; pay is benchmarked by role against a 19-member peer group with median as a starting point and role- and performance-based adjustments .
• In 2024, approximately 87% of target named executive officer (NEO) average pay was variable; CEO ~85% variable, reflecting strong pay-for-performance orientation .
• Uma Amuluru was not a named executive officer in the 2024 proxy; her specific base salary and annual incentive target were not disclosed. The CHRO role participates in the enterprise programs described below .

Performance Compensation

• Annual Incentive Plan (AIP): Applies to executive officers and >110,000 employees; 2024 design increased emphasis on product safety, quality, and employee safety (particularly for Commercial Airplanes), allowed committee discretion, and permits deferral to the Executive Supplemental Savings Plan; payouts are contingent on Company/business unit/individual performance and may be zeroed; caps and retirement/layoff prorations apply .
• Long-Term Incentive Program (LTI): Executives receive RSUs and performance RSUs (PRSUs) that vest after three years; 2024 PRSUs pay 0–200% based on cumulative free cash flow over 2024–2026 and included two product safety milestones for 2024 whose failure would reduce payouts by 25% (if completed in 2025) or to zero (if not completed by 2025). Executives must meet service-based vesting conditions; retiree/layoff provisions apply as specified .
• Program calibration: In March 2024, executive LTI grant values were reduced by 22% versus targets to reflect the post-accident share price decline between January 5 and grant date .

Illustrative LTI design elements (company-wide for senior executives, including CHRO):

Equity Ownership & Alignment

• Initial beneficial ownership (Form 3, filed at CHRO appointment):
  • RSUs: 15,416.382 units. Vesting schedule disclosed: 4,494.666 RSUs vest on Feb 18, 2025; 7,287.716 RSUs vest on Jul 29, 2025; 3,634 RSUs vest on Mar 11, 2027. RSUs settle 1-for-1 in Boeing shares .
  • Stock option: Right to buy 6,000 shares at $208.51; vests and becomes exercisable in full on Jan 31, 2027; expires Jan 31, 2034 .

Vesting and option schedule:

• Ownership guidelines and holding policy: Executive Vice Presidents are required to hold Boeing stock equal to 4× base salary within five years; executives must hold all newly vested stock until they meet the guideline. Shares underlying options and PRSUs do not count toward the guideline; calculation uses 1-year avg price through Sep 30. These guidelines are longstanding and remain in force (examples disclosed in 2021–2022 proxies) .
• Hedging and pledging restrictions: Executive officers are prohibited from hedging or pledging Boeing securities; short sales, puts/calls also prohibited .

Employment Terms

• Employment agreements: Boeing discloses that it has no employment agreements with executive officers (except where required by non-U.S. law) .
• Severance: Executive Layoff Benefit Plan provides one year of base salary plus an amount equal to target annual incentive multiplied by the Company performance score for the year of layoff (offset by certain other payments); no enhanced change-in-control multiples or tax gross-ups disclosed for this plan; continued eligibility terms for outstanding awards per plan documents .
• Change-in-control: No accelerated vesting of equity awards upon a change in control per proxy policy .
• Clawback: Robust clawback policy allows recoupment of past incentive pay for misconduct or certain negligent conduct compromising product/service safety, even without a restatement; forfeiture provisions for detrimental conduct (e.g., theft, competition) .
• Securities trading policy: Executives are subject to pre-clearance and blackout windows; prohibition on hedging/pledging as above .

Compensation Structure Analysis

• Mix and leverage: High proportion of at-risk, stock-based pay aligns incentives to multi-year outcomes; PRSUs anchor to cumulative free cash flow and safety milestones, strengthening alignment with de-leveraging and safety remediation priorities .
• 2024 calibration: A 22% downward adjustment to executive LTI values at grant linked to post-accident price action is an explicit penalty that tightens pay-for-performance; however, time-vested RSUs still deliver value if shares recover, which moderates downside risk for executives .
• Annual plan emphasis: For 2024, operational metrics in product safety, quality and employee safety became primary drivers for Commercial Airplanes incentives; governance includes consultation between the Aerospace Safety and Compensation Committees .
• Shareholder feedback: 2023 say‑on‑pay support was 74%, prompting reductions to the individual performance multiplier cap (from 200% to 120%) and enhanced safety metrics; further 2024 design changes centered on safety/quality .

Say‑on‑Pay & Peer Group

• Peer benchmarking: Target total direct compensation is benchmarked by role against a 19‑member peer group using median as a starting point; elements vary by role, internal equity, and performance .
• Say‑on‑pay: The company noted lower 2023 support (74%) and described program changes and expanded disclosures in response; ongoing investor engagement is emphasized .

Investment Implications

• Retention hooks: Significant unvested equity through 2027 (two RSU tranches in 2025 and one in 2027; a 2027 cliff‑vesting stock option) creates retention incentives and potential event-driven liquidity windows near vest dates, subject to trading windows and pre-clearance .
• Alignment and risk controls: Strict prohibitions on hedging/pledging, robust clawback spanning safety-related misconduct, and multi-year PRSU metrics tied to cumulative free cash flow and safety milestones indicate strong alignment mechanisms and downside accountability .
• Watch items for trading signals: Monitor Section 16 Forms 4 around Feb 18, 2025 and Jul 29, 2025 RSU vest dates and after Jan 31, 2027 option vesting; absence or presence of net share sales (after withholding) may signal confidence or liquidity needs, within policy constraints .
• Organizational leverage: As CHRO, Amuluru’s incentives are indirectly levered to safety/quality execution and free cash flow restoration, given 2024 program changes and PRSU design; improving these metrics should support long‑term LTI realizations .

Sources: Boeing 2025 and 2024 DEF 14A proxy statements; Boeing 2024 10‑K; Boeing press release announcing CHRO appointment; SEC Form 3 (initial beneficial ownership).

Citations:

• Executive officer profile and prior Boeing roles
• CHRO appointment, reporting line, Executive Council
• Pay‑versus‑performance metrics table
• Executive pay mix and program highlights
• 2024 AIP design and governance
• 2024 PRSU design (FCF plus safety milestones) and vesting
• 2024 LTI 22% reduction from target
• Stock ownership guidelines and hedging/pledging prohibitions
• Clawback and no employment agreements/CIC accelerations
• Say‑on‑pay engagement and 74% 2023 support
• Form 3 vesting and options details