Gregg Brown
Spirit AeroSystems HoldingsAbout Gregg Brown
Gregg Brown, age 56, is Senior Vice President, Global Quality at Spirit AeroSystems, joining in March 2024 after 38 years in aviation across JetBlue (VP Technical Operations), Spirit Airlines (VP Technical Operations), MRO Holdings (Chief Quality & Compliance Officer), Southwest Airlines (1994–2018 roles culminating as Senior Director Quality/FAA Liaison), Delta Air Lines (aircraft mechanic), and the U.S. Air Force (B‑52H crew chief). He holds FAA certificates as a private pilot and airframe & powerplant mechanic and a Bachelor’s degree in Aviation Science from Eastern New Mexico University . His 2024 compensation structure centered on base salary ($400,000), annual cash incentive target (75% of salary), and LTIP target (100% of salary), with ACI paid at 91% of target on a 2024 company score of 0.9081, and LTIP split 50% time‑based RSUs and 50% performance‑based RSUs using relative TSR (threshold 25th, target 50th, max 75th percentile) . The CEO emphasized Brown’s quality leadership in Q1 2024, including joint inspection deployment and strengthening FAA SMS governance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| JetBlue Airways | Vice President, Technical Operations | Feb 2023 – Mar 2024 | Led quality and delivery of safe, reliable, on‑time aircraft to operations |
| Spirit Airlines | Vice President, Technical Operations | Mar 2022 – Feb 2023 | Oversaw technical operations for airline; Airbus/Boeing product expertise |
| MRO Holdings | Chief Quality & Compliance Officer | 2018 – 2022 | Quality/compliance leadership at aircraft maintenance/modification provider |
| Southwest Airlines | Senior Director Quality/FAA Liaison; leadership roles in Maintenance Ops/Control & Airframe Field Services; AMT & QC Inspector | 1994 – 2018 | FAA liaison; multi‑decade airline operator quality leadership |
| Delta Air Lines | Aircraft Mechanic | Prior to 1994 | Front‑line maintenance experience |
| U.S. Air Force | B‑52H Crew Chief | Prior to civilian roles | Military aircraft operations discipline and leadership foundation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in cited filings | — | — | No public-company boards/directorships identified in 2024 10‑K/2025 Proxy |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annualized Base Salary | $400,000 | Per employment agreement dated Jan 30, 2024 |
| Salary Paid (Summary Compensation Table) | $315,847 | Reported for FY2024 |
| Target Annual Cash Incentive (ACI) | 75% of base | Corporate/functional ELT ACI design (no individual component) |
| LTIP Target | 100% of base ($400,000) | LTIP mix: 50% time-based RSUs / 50% performance-based RSUs |
| Retention Cash Bonus Paid (Dec 2024) | $600,000 | Footnote indicates this equals 50% of total retention bonus; remainder payable separately |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|---|
| ACI (Company Financials) | US (Minus Kinston) Indirect Incurred Cost | 20% segment / 16% corporate | $600m | $617m | Part of 0.9081 total score | Paid Dec 2024 and Feb 2025 |
| ACI (Company Financials) | Non‑US (Plus Kinston) Indirect Incurred Cost | 20% / 4% | $255m | $266m | Part of 0.9081 total score | Paid Dec 2024 and Feb 2025 |
| ACI (Company Financials) | US (Minus Kinston) Inventory | 20% / 16% | $1.620b | $1.578b | Part of 0.9081 total score | Paid Dec 2024 and Feb 2025 |
| ACI (Company Financials) | Non‑US (Plus Kinston) Inventory | 20% / 4% | $0.880b | $0.852b | Part of 0.9081 total score | Paid Dec 2024 and Feb 2025 |
| ACI (Quality) | Boeing Segment Quality | 60% / 30% | 1.0 score | 0.899 | Committee positive discretion; contributes to 0.9081 | Paid Dec 2024 and Feb 2025 |
| ACI (Quality) | Airbus Segment Quality | 60% / 15% | 1.0 | 0.850 | Committee negative discretion; contributes to 0.9081 | Paid Dec 2024 and Feb 2025 |
| ACI (Quality) | Defense Segment Quality | 60% / 10% | 1.0 | 1.000 | Committee negative discretion; contributes to 0.9081 | Paid Dec 2024 and Feb 2025 |
| ACI (Quality) | Aftermarket Segment Quality | 60% / 5% | 1.0 | 1.000 | Committee negative discretion; contributes to 0.9081 | Paid Dec 2024 and Feb 2025 |
| ACI Outcome | Company Weighted Score | — | — | 0.9081 | 91% of target to Brown | Paid Dec 2024 / Feb 2025 |
| LTIP (Performance RSUs) | Relative TSR Percentile | 50% of LTIP | 50th (target), 25th (threshold), 75th (max) | At threshold as of FY2024 status | Shares vest per certification after 2024–2026 period | Performance period 2024–2026 |
| LTIP (Time RSUs) | Stock Price / Service | 50% of LTIP | Three‑year vesting | N/A (time‑based) | — | Vests over 3 years (see schedule below) |
Additional ACI grant specifics for Brown in 2024: threshold $59,211; target $236,885; maximum $473,770 . Brown’s actual ACI paid: $215,116 (91% of target) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Common Stock Beneficially Owned | 4,459 shares |
| RSUs Vesting Within 60 Days (Record Date) | — (none shown) |
| Unvested RSUs | 27,864 units |
| Total Beneficial + Unvested | 32,323 |
| Options | Company has not granted options; none outstanding |
| Ownership Guidelines | SVP level: 3x annual base salary; five years to comply; annual review |
| Compliance Status | For 2024, all NEOs complied or were within the five‑year accumulation period |
| Hedging/Pledging | Prohibited for insiders (short‑selling, hedging, margin accounts, pledging) |
Vesting schedules and outstanding awards:
- 2024 annual RSUs: first tranche vested Dec 4, 2024; second and third tranches vest Feb 9, 2026 and Feb 9, 2027 (subject to continued employment) .
- 2024 PB‑TSR grants: performance period Jan 1, 2024 – Dec 31, 2026; current status reflects threshold achievement for FY2024; vest upon performance certification after period .
- 2024 sign‑on RSUs: $500,000 one‑time grant vesting annually over three years .
- Outstanding counts/values at 12/31/2024 (valued at $34.08): RSU 4,579 ($156,052); PB‑TSR 1,717 ($58,515); RSU 11,447 ($390,114) .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Signed Jan 30, 2024 (employee signature Gregory Brown) |
| Role | Senior Vice President, Quality (Global Quality) |
| Base Salary | $400,000 |
| Target Annual Bonus (ACI) | 75% of salary |
| LTIP Eligibility | Yes; 2024 LTIP target 100% of salary |
| Sign‑on Equity | RSUs with grant date fair value $500,000; vests annually over 3 years |
| Severance (without Cause / Good Reason) | 12 months base salary ($400,000) + COBRA estimated $19,578; total $419,578 |
| Change‑in‑Control + Qualifying Termination | Cash severance $400,000; RSUs acceleration $546,166; PB awards (PB‑TSR/PB‑FCF/PB‑RG) $220,050; Cash LTIP $400,000; COBRA $19,578; total $1,585,794 (valued at $34.08, assuming termination on 12/31/2024) |
| Death or Disability | RSUs acceleration $546,166; PB awards prorated $78,024; total $624,190 |
| Restrictive Covenants | Severance contingent on release and ongoing compliance with confidentiality, non‑compete, non‑solicit; Senior Management Severance Plan |
Clawbacks and policies:
- OIP clawback for detrimental activity (e.g., covenant breaches, restatements); Mandatory Recoupment Policy effective Dec 1, 2023 (NYSE/SEC compliant) with 36‑month recovery window for incentive comp after material non‑compliance restatement .
- Equity grant practices: annual grants on third trading day after earnings; no options in 2024; grant timing not tied to nonpublic information release .
Perquisites (2024 “All Other Compensation”):
- Life insurance $826; company contributions to tax‑qualified defined contribution plan $9,462; other $158,232; total other compensation $168,520 .
Investment Implications
- Pay‑for‑performance alignment: Brown’s ACI paid at 91% of target on a composite of quality (60%) and financial (40%) metrics, with committee discretion applied to segment quality, signaling both rigor and quality sensitivity; LTIP metrics emphasize TSR (50%) with remaining 50% time‑based RSUs, aligning with shareholder returns and retention .
- Retention and selling pressure: Significant unvested RSUs (27,864) and multi‑year vesting (Feb 2026 and Feb 2027) suggest ongoing retention hooks; accelerated RSU vesting in Dec 2024 (tax mitigation) reduced year‑end outstanding but is subject to clawback, tempering near‑term selling pressure signals .
- Change‑in‑control economics: CIC + qualifying termination value of ~$1.59m (salary, LTIP cash, RSU/PB acceleration, COBRA) is moderate relative to CEO, indicating manageable parachute size and continued alignment without single‑trigger cash; the 2025 LTIP moves to 100% RSUs per Merger Agreement, increasing retention orientation ahead of deal close .
- Governance red flags mitigated: Anti‑hedging/pledging prohibitions, executive ownership guidelines (3x salary) with compliance or accumulation status, and robust clawback policy reduce misalignment risks; absence of stock options lowers repricing risk .
- Execution risk and track record: Brown’s quality leadership and joint inspection initiatives highlighted by the CEO underpin improvement momentum in Boeing programs; committee’s negative discretion on multiple segment quality metrics underscores continuing execution demands and potential payout variability if quality deteriorates .