Irene Esteves
Spirit AeroSystems HoldingsAbout Irene Esteves
Irene M. Esteves is Executive Vice President and Chief Financial Officer of Spirit AeroSystems (appointed June 4, 2024) and a long-serving director (since 2015). She is 66 and qualifies as an SEC “audit committee financial expert,” with deep experience across finance, corporate strategy, treasury, accounting, tax, risk management, M&A, and investor relations . As CFO during 2024, Spirit reported a net loss of $2,139 million and relative TSR at the 45th percentile, providing context for pay‑for‑performance analysis under Item 402(v) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit AeroSystems | EVP & CFO | 2024–Present | Senior finance leadership during Boeing merger process; audit committee financial expertise |
| Time Warner Cable Inc. | EVP & CFO | 2011–2013 | Public company CFO experience across complex operations |
| XL Group plc | EVP & CFO | 2010–2011 | Global finance and risk management in insurance |
| Regions Financial Corporation | SVP & CFO | 2008–2010 | Corporate finance, treasury, accounting leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | Director | 2015–Present | Not independent due to executive role |
| Roper Technologies | Director | 2021–Present | Public company board service |
| KKR Real Estate Finance Trust Inc. | Director | 2018–Present | Public company board service |
| Aramark Holdings Corp. | Director | 2015–2022 | Former public company board |
| RR Donnelley & Sons Co. | Director | 2017–2022 | Former public company board |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary (paid) | $401,639 | Partial‑year payroll after appointment |
| Base salary (per employment agreement) | $700,000 | Annualized base |
| Cash retention bonus (paid Dec 2024, 50%) | $1,050,000 | Reflects first tranche paid Dec 15, 2024 under merger‑related program; second tranche timing post‑closing or termination of merger agreement |
| One‑time RSU grant (target value) | 330% of base salary, vested Dec 5, 2024 | Time‑based RSUs granted at CFO appointment; full vest at 6‑month anniversary |
| Perquisites | Included in “All Other Compensation” of $327,929 | Temporary housing, corporate aircraft use, auto allowance per agreement/policy |
Performance Compensation
| Program | Metric | Target | Actual/Payout | Vesting/Settlement | Notes |
|---|---|---|---|---|---|
| Annual Cash Incentive (ACI) | N/A | Not eligible | Not eligible | N/A | CFO Esteves excluded from ACI for 2024 |
| Long‑Term Incentive (Company design) | Stock Price (time‑based RSUs) | 3‑year vesting | N/A | Time‑based; continuous service | Program design for NEOs; Esteves granted off‑cycle time‑based RSUs at appointment |
| Long‑Term Incentive (Company design) | TSR (PB‑RSUs) | Max 75th, Target 50th, Threshold 25th percentile | N/A | 3‑year performance period | Esteves did not hold performance‑based equity awards in 2024 |
Equity Ownership & Alignment
| Category | Shares/Value | Detail |
|---|---|---|
| Common Stock Beneficially Owned | 41,849 | Direct/indirect ownership as of record date |
| RSUs vesting within 60 days of record date | 65,010 | Granted during non‑employee director service; RSUs payable upon director’s departure |
| Total Beneficial + RSUs (60‑day) | 106,859 | Aggregate of the above |
| Ownership as % of shares outstanding | <1% (individuals and aggregate) | Directors and officers each <1% |
| Executive ownership guideline | 3x base salary for EVPs/SVPs | 5‑year accumulation period; annual compliance review |
| Compliance status | NEOs complied or within accumulation period (2024) | Group status disclosed; hedging/pledging prohibited |
| Hedging/Pledging | Prohibited (incl. margin accounts) | Applies to directors, officers, employees, and related persons |
| Options | None granted in 2024 | Company did not grant stock options in 2024 |
Notable Equity Grants and Vesting
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Director RSUs | May 6, 2024 | 8,663 | $286,052 | Vest at next annual meeting or upon merger; settlement upon departure from Board |
| CFO RSUs (appointment) | June 5, 2024 | 74,588 | $2,309,990 | Vested in full on Dec 5, 2024 (6‑month anniversary) |
Employment Terms
| Provision | Terms |
|---|---|
| Employment agreement date | June 5, 2024 |
| Role start date | Appointed CFO June 4, 2024 |
| Base salary | $700,000 (annualized) |
| One‑time RSUs | Target value equal to 330% of base salary; vested Dec 5, 2024 |
| Retention bonus | $250,000 lump sum if employed through earlier of Apr 1, 2025 or change in control |
| Perquisites | Temporary housing (Wichita), corporate aircraft use, auto allowance per company policies |
| ACI eligibility | Not eligible |
| Severance (no cause/good reason) | 12 months base salary ($700,000) + COBRA $943 |
| Change‑in‑control + qualifying termination | $700,000 severance + RSU acceleration $295,235 + COBRA $943; total $996,178 (uses $34.08 per share valuation at 12/31/2024) |
| Clawbacks | 280G acceleration and clawback acknowledgement for accelerated RSUs; repayment if separation before original vest dates; broader misconduct clawbacks maintained |
| Non‑compete/solicit | Not specifically disclosed for Esteves; company uses restrictive covenants in agreements generally (examples in other exec agreements) |
Board Governance
- Director since 2015; currently not independent due to executive role; the Board affirmed that nominees other than Shanahan and Esteves are independent under NYSE criteria; all Board committees consist solely of independent directors .
- Committee roles: No committee memberships disclosed for Esteves; independent directors chair Audit (Laura H. Wright), Compensation (William A. Fitzgerald), Governance (James R. Ray), and Risk (Ronald T. Kadish) .
- Dual‑role implications: CFO also serving as director reduces independence; mitigated by exclusion from Board committees and maintaining independent committee composition .
- Overboarding policy and director education outlined; all directors in compliance .
Director Compensation (Context for her 2024 transition)
- Non‑employee director program elements (2024–2025 term): $110,000 cash retainer; $150,000 equity retainer; additional chair retainers (Audit $26,000; Compensation $21,000; others $15,000) .
- Esteves elected to defer all director cash fees receivable for 2024 into RSUs prior to CFO appointment; thereafter her compensation appears in the NEO Summary Compensation Table .
- Director stock ownership requirement: 5x annual cash retainer ($550,000); all non‑employee directors were compliant or on track as of Feb 21, 2025 .
Compensation Structure and Metrics (Company‑wide design relevant to NEOs)
- Annual Cash Incentive metrics and targets (Quality 60%; Financial 40%): US indirect incurred cost target $600m; non‑US $255m; inventory targets; segment quality scores; Committee applied discretion due to program‑specific quality impacts; 2024 total Company score 0.9081 .
- LTIP design: 50% time‑based RSUs (3‑year vest); 50% performance‑based RSUs on Relative TSR with threshold 25th, target 50th, max 75th percentile .
- ACI payouts for 2024: Esteves not eligible; others paid at ~91% of target; 50% accelerated to Dec 2024 for 280G mitigation; remainder paid in Feb 2025 .
- Company did not grant options in 2024; grants timed post‑earnings; no award timing around MNPI; anti‑hedging/pledging policy enforced .
- Say‑on‑pay: More than 95% support in 2024, with investor feedback emphasizing Quality; 2024 metrics were adjusted to increase Quality weighting .
- Compensation peer groups and methodology disclosed; Committee targets median but deviates for business needs; peer lists include aerospace/industrial names (e.g., AAR, Howmet, L3 Harris, Hexcel, TransDigm, etc.) .
- Compensation Committee members: Fitzgerald (Chair), Fulchino, Kadish, Plueger; independent consultant engaged; clawbacks and payout caps in place .
Performance & Track Record
- Pay versus Performance disclosure for 2024: Net loss $(2,139.0) million; Relative TSR 45th percentile; $100 initial investment TSR value $46.93 vs. peer group $136.24; provides macro context for performance‑linked pay .
- Primary performance measures used in linking pay to performance: Relative TSR, Indirect Incurred Cost, Year‑End Inventory .
Trading Signals and Insider Activity
- RSU acceleration and ACI partial acceleration in December 2024 for 280G/4999 mitigation created near‑term vesting and payment events; accelerated RSUs subject to clawback if separation occurs before original vest dates .
- Director RSUs settle only upon departure from the Board, indicating potential settlement timing sensitivity around governance transitions .
- Corporate aircraft personal use authorization for the CFO (route between Wichita and Boston/Charlottesville) noted as a perquisite; not a trading signal but relevant for perquisite valuation and potential reputational scrutiny .
Investment Implications
- Alignment: Esteves’ executive ownership guideline (3x salary) and prohibition on hedging/pledging strengthen alignment; her beneficial ownership totals 106,859 shares/RSUs counted under proxy mechanics, with directors/officers individually <1% ownership, typical for SPR .
- Retention risk: Contracted $250,000 retention bonus linked to merger timing and a one‑time RSU grant that fully vested Dec 5, 2024, plus severance of 12 months base (~$700k) mitigates near‑term attrition; change‑in‑control economics are modest versus peers, reducing “golden parachute” risk signals ($996,178 total for CIC+qualifying termination) .
- Pay‑for‑performance: CFO excluded from ACI in 2024; equity emphasis via time‑based RSUs reflects interim/transition dynamics during merger year rather than pure performance‑based leverage; broader program uses TSR and quality/financial metrics, with Committee discretion applied in 2024 due to quality impacts .
- Governance: Dual role (CFO + director) reduces independence, but committees remain fully independent; no committee service by Esteves mitigates potential conflicts in compensation/audit oversight .
- Trading watch‑outs: RSU settlement mechanics for director awards occur upon Board departure; monitor any governance changes or 8‑K events for potential settlement‑related sales windows; anti‑hedging/pledging policy reduces leverage‑driven selling pressure .
Note: Where items were not disclosed (e.g., education, specific non‑compete terms, board meeting attendance), they are omitted per instructions. All facts and figures above are drawn from Spirit AeroSystems’ 2025 Proxy Statement (DEF 14A) and relevant 8‑K filings.