Jane Chappell
Spirit AeroSystems HoldingsAbout Jane P. Chappell
Independent Director at Spirit AeroSystems (SPR); age 63; appointed to the Board on February 26, 2024; serves on the Corporate Governance & Nominating Committee and the Risk Committee; determined independent by the Board. She is CEO of Altamira Technologies (2021–present) and spent 36 years at Raytheon/RTX in senior roles overseeing intelligence and space-ground businesses; recognized with multiple industry awards. In 2024 the Board held 39 meetings and each director attended at least 75% of Board and committee meetings; non-employee directors met in executive session each quarter.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon (RTX) | Various roles | 1983–2009 | Long-tenured leadership across programs |
| Raytheon (RTX) | VP, Business Development Intelligence, Information & Services | 2009–2015 | Strategy and customer leadership for intelligence business |
| Raytheon (RTX) | VP, Global Intelligence Solutions | 2015–2019 | Led intelligence and commercial ground business with operational, strategy, and customer relationship responsibilities |
| Raytheon (RTX) | Consultant | 2020–2021 | Senior advisory capacity |
| Altamira Technologies | Consultant | 2020–2021 | Advisory role prior to CEO appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Altamira Technologies | Chief Executive Officer | 2021–present | National security company in defense and intelligence sectors |
| Lone Star Analysis | Board of Advisors | Not disclosed | Advisory capacity |
| Spirit AeroSystems | Director (non-employee) | 2024–present | Committees: Corporate Governance & Nominating; Risk |
Board Governance
- Committee assignments (2024 activity levels shown for context):
- Corporate Governance & Nominating Committee: Member; 5 meetings in 2024
- Risk Committee: Member; 4 meetings in 2024
- Board engagement and independence:
- Board met 39 times in 2024; each director attended ≥75% of Board and committee meetings; executive sessions of non-employee directors held each quarter, presided by the Chair. Independent status indicated in Director Nominees table.
- Appointment and process:
- Appointed February 26, 2024; assigned to Governance and Risk Committees upon appointment; pro rata compensation; standard form indemnification; no related-person transactions disclosed at appointment.
- 2023 committee composition context (at and post-annual meeting): Governance Committee member; Risk Committee member.
Fixed Compensation
| Year | Cash Retainer/Fees ($) | Notes |
|---|---|---|
| 2024 | 87,705 | Pro-rated annual cash retainer for partial-year service; paid under the non-employee director program |
- No perquisite allowances to non-employee directors (directors are reimbursed only for out-of-pocket expenses).
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting and Settlement Terms |
|---|---|---|---|---|
| Restricted Stock (annual director equity retainer) | May 6, 2024 | 4,543 | 150,010 | One-year service vesting over 2024–2025 director term; forfeited if service ends before the next annual meeting; restricted stock conveys voting and dividends (paid at vesting) |
- Pricing reference: grant value based on $33.02 per share (closing price on grant date).
- As of December 31, 2024, unvested restricted stock held: 4,543 shares.
Other Directorships & Interlocks
| Company | Role | Committees | Interlock/Relationship to SPR |
|---|---|---|---|
| None disclosed (other public company boards) | — | — | Director Nominees list shows 0 other public boards for Chappell |
Governance note: The Governance Committee reviews and approves related-person transactions under the Company’s Related Person Transaction Policy.
Expertise & Qualifications
- 40+ years of defense industry experience, including 17 years at the executive level; current CEO of a national security company; deep operations, strategy, intelligence and space-ground domain expertise.
- Risk oversight exposure through membership on SPR’s Risk Committee; relevant for quality and cybersecurity oversight emphasized by SPR’s Board.
- Recognitions: WashingtonExec Top Space Executives (2023), Washingtonian “Tech Titan” (2023), NRO Director’s and NRO Ground Enterprise Directorate Director’s Gold Medals (2019–2020), Raytheon CEO Leadership Award (2008).
Equity Ownership
| Metric | Value | As of | Source |
|---|---|---|---|
| Common Stock Beneficially Owned | — | Feb 26, 2024 | Beneficial ownership table (no holdings shown at appointment) |
| RSUs vesting within 60 days | — | Feb 26, 2024 | — |
| Time-based Restricted Stock | — | Feb 26, 2024 | — |
| Unvested Restricted Stock | 4,543 | Dec 31, 2024 | 2024 year-end unvested count |
| Director Stock Ownership Guideline | 5x annual Board cash retainer = $550,000; 4-year compliance window | Policy status as of Feb 21, 2025: all non-employee directors compliant or on track | |
| Directors and Officers Group Ownership | <1.0% of Common Stock (aggregate) | Feb 26, 2024 |
Governance Assessment
- Board effectiveness and fit: Independent director with deep defense/intelligence operating credentials; placed on Governance and Risk committees aligned with SPR’s risk profile (quality, cybersecurity), suggesting a skills-based refresh aligned to strategy.
- Engagement: High 2024 meeting cadence (39 Board meetings) with ≥75% attendance from all directors; quarterly executive sessions, indicating active oversight during a period of elevated operational scrutiny.
- Alignment and pay design: New director pay shows standard mix of cash plus time-vested equity; first-year cash was pro-rated and equity aligned to the annual program; no perquisites—consistent with best practice alignment to shareholder interests.
- Conflicts and related-party exposure: Appointment 8-K disclosed no arrangements/understandings tied to her appointment and no transactions requiring disclosure under Item 404(a); she holds no other public company directorships, lowering interlock/conflict risk.
- Ownership alignment: Subject to robust director ownership guideline (5x cash retainer) with four-year runway; as of Feb 21, 2025, all non-employee directors were compliant or on track; she held 4,543 unvested restricted shares at YE 2024 from the standard grant.
- Overboarding and time commitment: Company policy limits outside commitments and requires pre-clearance for additional for-profit boards; with no other public boards disclosed, there are no overboarding concerns.
RED FLAGS
- None observed in filings: no related-person transactions disclosed at appointment; no perquisites; no other public company board interlocks; attendance threshold met by all directors in 2024.