James Ray Jr.
Spirit AeroSystems HoldingsAbout James R. Ray, Jr.
Independent director at Spirit AeroSystems since 2022 (age 61). Currently President & CEO of Commercial Vehicle Group, Inc. (CVG) since 2023; previously President, Engineered Fastening at Stanley Black & Decker (2018–2020), senior roles at Stanley Black & Decker (2013–2018), SVP & GM at TE Connectivity (2009–2013), and earlier roles at General Motors/Delphi (1993–2009). Core credentials include supply chain, business transformation, strategy execution, innovation/technology development, M&A, and global integration. He serves as Chair of Spirit’s Governance Committee (effective June 5, 2024) and is classified as an independent director under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commercial Vehicle Group, Inc. | President & CEO | 2023–present | Operational turnaround and manufacturing/supply chain expertise brought to board roles |
| Stanley Black & Decker | President, Engineered Fastening | 2018–2020 | Led fastening business; technology/innovation focus |
| Stanley Black & Decker | Various leadership roles | 2013–2018 | Global P&L, strategy, and operations experience |
| TE Connectivity | SVP & General Manager | 2009–2013 | Business unit leadership; customer/operations |
| General Motors / Delphi | Various roles | 1993–2009 | Automotive/manufacturing operating experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Commercial Vehicle Group, Inc. (CVGI) | Director | 2020–present | Also serves as President & CEO of CVG |
| Leslie’s, Inc. | Director | 2021–2023 | Former public company directorship |
| RR Donnelley & Sons Co. | Director | 2021–2022 | Former public company directorship |
Board Governance
- Committee leadership and expertise
- Governance Committee Chair; responsibilities include board composition, committee assignments, annual evaluations, governance guidelines, related-person transaction oversight, and ESG oversight. Governance Committee met 5 times in 2024.
- Independence and structure
- Board determined all nominees other than the CEO and CFO are independent; all standing committees (Audit, Compensation, Governance, Risk) are composed solely of independent directors.
- Attendance and engagement
- Board held 39 meetings in 2024; each director attended at least 75% of Board and assigned committee meetings. Non-employee directors held executive sessions each quarter.
- Tenure on board
- Director since 2022.
- Overboarding policy and compliance
- As an active public-company CEO, policy limits service to no more than two other public boards; all directors are in compliance as of the proxy date.
| Committee | Role | Meetings in 2024 | Key Responsibilities |
|---|---|---|---|
| Governance (Nominating & Corporate Governance) | Chair | 5 | Board refreshment, committee composition, annual board/committee evaluations, governance guidelines, related-person transactions, ESG oversight, board succession. |
Fixed Compensation
| Item (2024 Director Compensation) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 113,076 |
| Stock Awards (grant-date fair value) | 150,010 |
| All Other Compensation | 0 |
| Total | 263,086 |
- Note: Appointed Chair of the Governance Committee effective June 5, 2024; cash fees include a pro-rated portion of the Governance Committee chair retainer.
- Program design (2024–2025 term): Annual cash retainer $110,000; annual equity retainer $150,000 (restricted stock or RSUs); additional retainer for chair of “other committees” $15,000.
Performance Compensation
| Performance Metrics for Non-Employee Director Pay | Detail |
|---|---|
| Metrics | None; director equity grants vest based on one-year service (term-based), not performance. |
| Options | The company did not grant stock options to directors in 2024. |
Other Directorships & Interlocks
| Company | Industry Link to SPR | Interlock/Conflict Note |
|---|---|---|
| Commercial Vehicle Group, Inc. (current) | CVG operates in commercial vehicle components; no SPR-related related-person transaction disclosed involving Mr. Ray. | |
| Leslie’s, Inc. (former) | Consumer retail; no SPR-related related-person transaction disclosed involving Mr. Ray. | |
| RR Donnelley & Sons Co. (former) | Business services; no SPR-related related-person transaction disclosed involving Mr. Ray. |
- Related-party transactions: Governance Committee oversees related-person transactions; proxy discloses one employment-related item unrelated to Mr. Ray and states no other related person transactions occurred since Jan 1, 2024 (other than standard compensation).
Expertise & Qualifications
- Broad global P&L leadership; supply chain, business transformation, strategy development/execution, customer relationship management, innovation/technology development, M&A, and global integration; experience as a public-company director.
Equity Ownership
| Ownership Detail (as of record date) | Amount |
|---|---|
| Common Stock Beneficially Owned | 0 |
| RSUs Vesting Within 60 Days / Vested RSUs counted (director settlement upon board exit) | 16,288 |
| Time-Based Restricted Stock | 0 |
| Total Common Stock Beneficially Owned | 16,288 |
| Unvested RSUs | 0 |
| Total Beneficial + Unvested RSUs | 16,288 |
- Director stock ownership guideline: 5x annual board cash retainer ($550,000) within 4 years; all non-employee directors are either in compliance or on track as of Feb 21, 2025.
- Anti-hedging and anti-pledging: Company policy prohibits hedging and pledging of company securities by directors and insiders.
Governance Assessment
- Independence and committee leadership: Independent director; chairs the Governance Committee that oversees board composition, evaluations, and related-party transactions—supports board effectiveness and compliance rigor.
- Attendance and engagement: Board met 39 times in 2024; each director met the 75%+ attendance threshold; quarterly executive sessions enhance independent oversight.
- Compensation alignment: Director compensation balanced between cash and time-based equity; no performance-linked director metrics; options not granted to directors in 2024—simplifies alignment but limits explicit performance incentives for directors.
- Ownership and incentive alignment: Beneficial ownership reported via RSUs (16,288) with no common shares; RSUs settle upon departure, encouraging longer-term board tenure alignment; directors subject to robust 5x retainer ownership guideline and anti-hedging/pledging restrictions.
- Conflicts and interlocks: Active CEO of CVGI and SPR director; overboarding policy compliance confirmed; proxy reports no related-person transactions involving Mr. Ray—reduces conflict risk.