David Myers
Spirit AeroSystems HoldingsAbout David Myers
David Myers serves as Vice President, General Counsel and Corporate Secretary of Spirit AeroSystems (SPR). He is identified as Corporate Secretary in the 2025 proxy and as VP, General Counsel & Corporate Secretary executing transaction agreements in 2024–2025, evidencing tenure at least since October 2024 through April–August 2025 . Education, age, and prior-company background are not disclosed in the filings reviewed. Company performance context during his tenure: revenues grew from FY 2022 to FY 2024, while EBITDA deteriorated in FY 2024; Spirit’s TSR-based PSU from 2022 was forfeited at 3.3rd percentile for the period ended 2024, underscoring execution challenges .
Past Roles
Not disclosed in the filings reviewed beyond Spirit corporate roles.
External Roles
No external directorships or non-Spirit roles for David Myers are disclosed in the filings reviewed.
Fixed Compensation
No individual compensation elements (base salary, bonus, perquisites) for David Myers are disclosed; he is not listed among Named Executive Officers (NEOs) in 2024 . Spirit’s programs provide structure for executives broadly, but specific amounts for Myers are not provided in the proxy or 8-Ks.
Performance Compensation
Spirit’s 2024 incentive architecture emphasized quality and cash preservation. While participation by Myers is not disclosed, the company-level metrics and design that govern executive incentives are below.
| Metric | Weighting | Target | Actual | Assessment/Payout Basis | Vesting/Certification |
|---|---|---|---|---|---|
| Annual Cash Incentive (ACI) – Quality composite (Boeing 30%, Airbus 15%, Defense 10%, Aftermarket 5% for corporate roles) | 60% | 1.0 composite | Boeing 0.899; Airbus 0.850; Defense 1.000; Aftermarket 1.000 | Committee applied negative discretion for Airbus/Defense/Aftermarket, positive for Boeing; total company score 0.9081 | Paid in cash; for NEOs, 50% of target accelerated Dec 2024, remainder paid Feb 2025 |
| Annual Cash Incentive – Financial (Indirect Incurred Cost and Inventory, US and Non-US) | 40% | Various thresholds/targets/max per metric | US Indirect Cost $617mm; Non-US Indirect $266mm; US Inventory $1.578bn; Non-US Inventory $0.852bn | Mixed results: below target on indirect costs, above target on inventory; weighted scores 0.51, 0.27, 1.33, 1.39 respectively | As above |
| Long-Term Incentive (LTIP) Time-based RSUs | 50% of LTIP for most NEOs | N/A | N/A | Retention and stock-price alignment (three annual tranches) | Vests over 3 years, subject to continued employment; change-in-control double trigger per plan |
| LTIP Performance-based RSUs – Relative TSR | 50% of LTIP for most NEOs | 50th percentile | 2024 grants measure 2024–2026; 2022 cycle certified at 3.3rd percentile (0% payout) | Vesting 25%/50%/100% at 25th/50th/75th percentiles; capped at 100% if TSR negative | Vests post 3-year performance and committee certification; treated under Merger Agreement conversion |
- 2024 ACI payouts for listed NEOs were ~91% of target (example outcomes); Myers’ participation is not disclosed .
- In connection with tax mitigation (280G/4999), ACI (50% of target) and certain RSUs were accelerated to December 2024 for affected executives; those accelerations were subject to clawback if no qualifying termination and vest date not yet reached .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial ownership (individual) | Not individually reported for David Myers in the proxy’s stock ownership table; he is part of the broader group of 22 officers/directors where aggregate beneficial ownership is disclosed . |
| Executive stock ownership guidelines | Multiples of base salary: CEO 5x; EVPs/SVPs 3x; VPs 1x. Time to compliance generally five years from role; retention of shares required until compliant . |
| Anti-hedging/anti-pledging | Prohibits hedging, short-selling, holding shares in margin accounts, or pledging Spirit securities by directors, officers, and employees (and related persons) . |
| Option grants | Company did not grant options in 2024; equity is via RSUs and PSUs . |
| Dividend policy on RSUs | Dividend equivalents accrue but are not paid until RSUs vest; unvested awards do not receive cash dividends . |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (adopted July 30, 2024) | Employees at Director and above may be eligible: 12 months base salary lump sum + estimated 12 months COBRA medical/dental; subject to release and compliance with restrictive covenants; offsets with other severance . |
| Change-in-control treatment | Generally double trigger: ACI, LTIP, and Perquisite Plan benefits require a qualifying termination post-CIC; outstanding RSUs/PSUs convert to Boeing RSUs at Effective Time per Merger Agreement; vested/unsettled Specified Awards paid out . |
| Clawbacks | OIP clawback for detrimental activities; mandatory recoupment policy effective Dec 1, 2023 for restatements within 36 months; 280G acceleration acknowledgements include repayment obligations if no qualifying termination before original vest dates . |
| Insider trading policy | Applies to all employees/officers/directors; outlines compliance controls and bans on trades with MNPI . |
Company Performance Context
| Metric (USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $5,029.6 million | $6,047.9 million | $6,316.6 million |
| EBITDA | $7.5 million* | $76.4 million* | $(1,412.1) million* |
Values retrieved from S&P Global.*
Additional performance notes:
- 2022 TSR PSU cycle certified at 3.3rd percentile; 0% payout upon committee certification (performance period ended Dec 31, 2024) .
- 2024 ACI metrics and results reflect strong inventory progress, mixed indirect cost performance, and quality discretion adjustments across segments; overall score 0.9081 .
Governance and Role Signals
- Corporate Secretary and GC: Myers signed as Corporate Secretary in proxy materials, and executed multiple transaction agreements on behalf of Spirit entities (e.g., asset divestitures, share purchase agreements), indicating central involvement in strategic transactions and M&A execution .
- Board/committee context: Compensation Committee oversight of incentive risk and design; independent consultant (Meridian) engaged; pay-for-performance features (caps, clawbacks) and no single-trigger CIC payouts except a CEO retention RSU .
Compensation & Incentive Structure Analysis
- Pay-for-performance orientation at Spirit: heavy use of TSR-based PSUs and quality/cash metrics in ACI; broad clawbacks; double-trigger CIC; anti-hedging/pledging—all supportive of shareholder alignment .
- 2024 tax mitigation actions: RSU and ACI acceleration with clawback reduces potential 280G excise tax; for Myers, individual participation in accelerations is not disclosed .
- No disclosure of Myers’ base, bonus targets, or grant values; therefore, direct pay-for-performance calibration at the individual level cannot be assessed from available filings .
Risk Indicators & Red Flags
- No pledging allowed (policy-level guardrail) .
- Clawback policies across incentives; 280G acceleration agreements include repayment obligations—mitigates windfalls and misalignment risk .
- TSR underperformance (2022 cycle) highlights execution risk and potential incentive pressure on long-term equity outcomes .
Say-on-Pay & Peer Benchmarking
- Say-on-pay support exceeded 95% in 2024, suggesting shareholder acceptance of the executive pay program .
- Compensation and TSR peer groups include aerospace/industrial comparators (e.g., Howmet, Hexcel, Curtiss-Wright, TransDigm, L3Harris), used for market calibration and TSR measurement .
Investment Implications
- Alignment: Anti-hedging/pledging and stock ownership requirements (VPs at 1x salary) support alignment and reduce hedging/pledging-related overhang. However, Myers’ individual ownership position is not disclosed, limiting direct “skin-in-the-game” assessment .
- Retention/pressure: Senior Management Severance Plan (12 months salary + COBRA) and double-trigger CIC provisions reduce involuntary turnover risk; 280G acceleration clawbacks discourage opportunistic exits, but absence of individual award disclosures prevents precise vesting-driven selling analysis for Myers .
- Performance risk: Company’s TSR PSU forfeiture and negative FY 2024 EBITDA point to execution and margin repair needs; incentive focus on quality and cash suggests near-term operational priorities—investors should monitor transaction execution (Boeing merger, Airbus dispositions) where Myers plays a central legal/secretarial role .