Justin Welner
Senior Vice President, Chief Administration & Compliance Officer at 
Spirit AeroSystems Holdings
Spirit AeroSystems HoldingsExecutive
About Justin Welner
Justin Welner, 55, is Senior Vice President, Chief Administration & Compliance Officer at Spirit AeroSystems (SPR) since October 2021, overseeing HR, corporate affairs, IT, EHS, sustainability, compliance, and risk management; he joined Spirit in 2012 after nearly 20 years at Bombardier Learjet . He holds a BBA from Washburn University and an MBA from Wichita State University . 2024 company pay-versus-performance shows relative TSR at the 45th percentile and a net loss of $2,139 million, while non-CEO NEOs’ compensation actually paid averaged $1.78 million; these context metrics frame incentive outcomes for NEOs in 2024 . Welner’s 2024 Annual Cash Incentive (ACI) paid at 91% of target, evidencing partial achievement against quality and financial metrics used for corporate functions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit AeroSystems | SVP, Chief Administration & Compliance Officer | Appointed Oct 2021 → present | Enterprise oversight of HR, corporate affairs, IT, EHS, sustainability, compliance, risk management |
| Spirit AeroSystems | Multiple VP roles (HR, Corporate Affairs, IT; HR/Communications/EHS; Labor Relations/Comp/Benefits) | 2012–2021 | Built and led core people, communications, and safety functions; supported CEO business management and strategy |
| Bombardier Learjet | Director of Human Resources (and prior leadership roles within Learjet Business Aircraft) | ~20 years prior to 2012 | Led HR across business aircraft operations; deep aerospace human capital and operations exposure |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| IAM National Pension Fund | Employer Trustee | Joined 2017 | Pension governance; labor-aligned fiduciary role |
| WSU Tech | Board of Directors | Former | Regional workforce development influence |
| Make-A-Wish Foundation | Board Member | Former | Community engagement |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary ($) | $463,429 | Annualized salary increased during 2024 from $440,000 to $465,000 |
| Retention Bonus ($) | $697,500 | 50% of total retention bonus paid Dec 2024 per tax mitigation actions |
| All Other Compensation ($) | $67,585 | Components below |
| Life Insurance ($) | $936 | Included in “All Other Compensation” |
| Deferred Compensation Plan (DCP) — Company Contributions ($) | $23,171 | Also listed in “All Other Compensation” |
| Company Contributions under Tax-Qualified Defined Contribution Plan ($) | $30,600 | Included in “All Other Compensation” |
| Other ($) | $12,878 | Included in “All Other Compensation” |
| 2025 Changes | No changes to salary, ACI, or LTI as of proxy date | Target structure unchanged |
Performance Compensation
Annual Cash Incentive (ACI) – 2024
| Metric | Corporate Weighting | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| US (minus Kinston) Indirect Incurred Cost | 16% | Max $565m; Target $600m; Threshold $635m | Not disclosed | Included in overall 91% ACI outcome | 50% paid Dec 2024; remainder Feb 2025 |
| Non-US (plus Kinston) Indirect Incurred Cost | 4% | Max $240m; Target $255m; Threshold $270m | Not disclosed | Included in overall 91% ACI outcome | 50% paid Dec 2024; remainder Feb 2025 |
| US (minus Kinston) Inventory | 16% | Max $1.490b; Target $1.620b; Threshold $1.750b | Not disclosed | Included in overall 91% ACI outcome | 50% paid Dec 2024; remainder Feb 2025 |
| Non-US (plus Kinston) Inventory | 4% | Max $810m; Target $880m; Threshold $950m | Not disclosed | Included in overall 91% ACI outcome | 50% paid Dec 2024; remainder Feb 2025 |
| Segment Quality (weighted average of Boeing 30%, Airbus 15%, Defense 10%, Aftermarket 5%) | 60% | Max 2.0; Target 1.0; Threshold 0.5 | Not disclosed | Included in overall 91% ACI outcome | Paid per standard timing |
| ACI Target (%) | ACI Target ($) | Actual ($) | Actual as % of Target |
|---|---|---|---|
| 85% of base | $393,915 | $357,714 | 91% |
Long-Term Incentives (LTI) – 2024 Grants
| Award Type | Grant Date | Shares | Grant Date Fair Value ($) | Performance Metric & Targets | Vesting / Schedule |
|---|---|---|---|---|---|
| Time-based RSUs | 2/9/2024 | 11,578 | $337,151 | Stock price alignment (time-based) | 3 tranches; first vested 12/4/2024; next vest 2/9/2026, 2/9/2027 (continuous employment) |
| PB-TSR (Relative TSR) | 2/9/2024 | Threshold 2,895; Target 11,578; Max 23,156 | $443,785 | Relative TSR: Threshold 25th percentile (25.5% payout), Target 50th (50%), Max 75th (100%); capped at 100% if TSR negative | Vests after performance period (1/1/2024–12/31/2026) upon Compensation Committee certification |
| 2024 LTIP Target (% of Base) | 2024 LTIP Target ($) | Mix |
|---|---|---|
| 145% | $674,250 | 50% RSUs; 50% PB-TSR |
Additional note: 2022 PB-TSR awards forfeited in January 2025 due to 3rd percentile relative TSR (below threshold) .
Equity Ownership & Alignment
Beneficial Ownership (Record Date: Feb 21, 2025)
| Category | Shares |
|---|---|
| Common Stock Beneficially Owned | 31,585 |
| RSUs Vesting Within 60 Days of Record Date | 31,585 |
| Time-Based Restricted Stock (directors’ category item; included per table) | 30,642 |
| Total Common Stock Beneficially Owned | 62,227 |
| Unvested RSUs (executive column per table) | — (none listed) |
Outstanding Equity Awards (as of Dec 31, 2024)
| Grant | Grant Date | Unvested/Unearned (#) | Market/Payout Value ($) |
|---|---|---|---|
| RSU (2024 annual) | 2/9/2024 | 7,718 | $263,029 |
| PB-TSR (2024 grant; threshold achieved FY2024) | 2/9/2024 | 2,895 | $98,662 |
| RSU (2023 annual) | 2/10/2023 | 2,969 | $101,184 |
| PB-TSR (2023 grant) | 2/10/2023 | 1,114 | $37,965 |
| PB-FCF (2023 grant) | 2/10/2023 | 557 | $18,983 |
| PB-RG (2023 grant) | 2/10/2023 | 4,454 | $151,792 |
Vesting actions in 2024: 15,355 shares vested for Welner with $477,149 realized; includes accelerated RSUs in Dec 2024 for tax mitigation linked to merger .
Ownership Policies and Alignment
- Executive stock ownership requirements: Senior/Executive VPs must hold stock equal to 3x base salary; compliance is required within five years of becoming an officer, and all NEOs were compliant or within accumulation period in 2024 .
- Anti-hedging and anti-pledging: Spirit prohibits hedging and pledging of company securities; insiders cannot hold Spirit stock in margin accounts or use it as collateral .
- Options: The company did not grant options or option-like awards in 2024; equity is delivered via RSUs and PBRSUs .
Deferred Compensation
| Plan | Exec Contributions (2024) | Company Contributions (2024) | Aggregate Earnings (2024) | Aggregate Balance (12/31/2024) |
|---|---|---|---|---|
| DCP | $0 | $23,171 | $10,444 | $228,463 |
Employment Terms
Severance and Change-in-Control Economics (as of 12/31/2024; stock price $34.08 used)
| Scenario | Severance ($) | RSUs Accelerated ($) | PB Awards ($) | Cash LTIP ($) | COBRA ($) | Total ($) |
|---|---|---|---|---|---|---|
| Termination without Cause / Good Reason | $465,000 | — | — | — | $19,578 | $484,578 |
| Change-in-Control + Qualifying Termination | $465,000 | $364,213 | $506,075 | $674,250 | $19,578 | $2,029,116 |
| Death or Disability | — | $364,213 | $333,882 | — | — | $698,095 |
- Severance multiple: Senior Management Severance Plan provides 12 months of base salary for NEOs other than CEO .
- STIP under OIP – retirement and CIC: Qualifying retirement yields prorated ACI based on full-year performance; qualifying termination in connection with a change-in-control yields full-year ACI at target, paid 100% in cash; earned stock-settled STIP shares are fully vested upon qualifying retirement or qualifying termination .
- Clawback: Company maintains clawback policies allowing recovery of certain compensation for misconduct .
- Employment agreement: Company notes Welner has an employment agreement, but terms not summarized due to role/comp changes; potential payments table governs severance/CIC outcomes .
Compensation Structure Notes
- 2024 design: 50% time-based RSUs and 50% performance-based (Relative TSR) for LTI; 2024 ACI had no individual component and emphasized quality (60%) and financial metrics (40%) for corporate functions .
- 2025 look-forward: As required by the Boeing merger agreement, 2025 LTI will be 100% time-based RSUs; 2025 ACI remains 60% quality/40% financial .
- Peer benchmarking: No changes to primary compensation benchmarking peer group in 2024 .
- 2024 compensation changes: Salary increased to $465,000; LTI target increased from 140% to 145%; ACI target remained 85%; no changes for 2025 .
Investment Implications
- Alignment and retention: Welner is subject to 3x salary ownership guidelines and anti-hedging/pledging prohibitions, supporting alignment and reducing collateral-based sell pressure; he was compliant or within the five-year accumulation period in 2024 .
- Upcoming vesting and potential sell pressure: Significant RSU tranches vest on 2/9/2026 and 2/9/2027 (2024 grant) and 2/10/2026 (2023 grant), creating identifiable liquidity events; PB-TSR from 2024 vests after the 2024–2026 performance period subject to TSR outcomes .
- Performance risk signaling: 2022 PB-TSR forfeiture (3rd percentile) underscores TSR underperformance risk; 2024 ACI paid at 91% shows progress on operational quality and cash metrics amid a year with substantial net losses .
- Change-in-control economics: Double-trigger CIC produces ~$2.03 million payout for Welner including accelerated equity and cash LTIP; merger-driven 280G mitigation accelerated certain RSUs and ACI timing, signaling proactive tax planning that can shift vesting calendars and near-term liquidity dynamics .