Laura Wright
Spirit AeroSystems HoldingsAbout Laura H. Wright
Independent director at Spirit AeroSystems since 2018; age 65. Former Senior Vice President and Chief Financial Officer at Southwest Airlines (2004–2012), with prior roles as VP Finance & Treasurer (2001–2004) and Treasurer (1998–2001); earlier career at Arthur Young & Co. (1982–1988). A certified public accountant, designated by the Board as an “audit committee financial expert.” Committee roles: Audit Committee Chair (appointed June 5, 2024) and Governance Committee member; independence affirmed by the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Southwest Airlines Co. | SVP & CFO | 2004–2012 | Led corporate finance, accounting, risk management, and M&A; end-user commercial aviation insights |
| Southwest Airlines Co. | VP Finance & Treasurer | 2001–2004 | Corporate finance and treasury leadership |
| Southwest Airlines Co. | Treasurer | 1998–2001 | Treasury operations |
| Arthur Young & Co. | Professional (CPA track) | 1982–1988 | Foundation in accounting; CPA credential |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TE Connectivity Ltd. | Director | 2014–present | Public company directorship |
| CMS Energy Corp. / Consumers Energy Company | Director | 2013–present | Public company directorship |
| JOBY Aviation, Inc. | Director | 2021–present | Public company directorship |
| Pebblebrook Hotel Trust | Former Director | 2009–2019 | Prior public company board |
Board Governance
- Independence: Board classifies Wright as independent; designated audit committee financial expert.
- Committees and 2024 activity:
- Audit Committee (Chair): 9 meetings; scope includes financial reporting integrity, auditor oversight, internal audit, internal controls, and compliance.
- Governance Committee (Member): 5 meetings; board composition, evaluations, Governance Guidelines, related person transaction oversight, ESG oversight, refreshment and succession.
- Board engagement:
- Board meetings: 39 in 2024; each director attended ≥75% of Board/committee meetings.
- Executive sessions: Non-employee directors held executive sessions at each quarterly Board meeting; independent directors met at least once.
- Audit oversight and pre-approval: Audit Committee pre-approved all 2023–2024 audit/non-audit services by E&Y; Chair has delegated pre-approval authority with reporting.
- Board leadership: Separate CEO and Board Chair; no lead independent director required under current structure.
- Overboarding policy: Limits outside boards to ≤4 (or ≤2 if an active public-company CEO); directors must notify Governance Committee prior to accepting new for‑profit boards; all directors compliant.
Fixed Compensation (Non-Employee Director; Fiscal 2024)
| Component | Amount | Details |
|---|---|---|
| Annual Board cash retainer | $110,000 | Standard program element (2024–2025 term) |
| Committee chair retainers | Pro‑rated | Audit Chair $26,000; Other committee chairs $15,000; Wright’s 2024 cash reflects her transition from Governance Chair to Audit Chair effective June 5, 2024 |
| Fees earned (cash) | $125,055 | Actual 2024 cash; includes pro‑rated Governance Chair and Audit Chair fees |
| Meeting fees | $0 | Program uses retainers; no per‑meeting fees disclosed |
| Expense reimbursement | As incurred | Out-of-pocket reimbursement; no perquisite allowances for directors |
Program schedule (for context):
| Element | 2024–2025 Amounts ($) |
|---|---|
| Annual Board Cash Retainer | $110,000 |
| Annual Board Equity Retainer | $150,000 |
| Additional Retainer – Chair of the Board | $125,000 |
| Additional Retainer – Chair of Audit Committee | $26,000 |
| Additional Retainer – Chair of Compensation Committee | $21,000 |
| Additional Retainer – Chair of Other Committees | $15,000 |
Performance Compensation (Structure and Metrics)
| Component | Status | Notes |
|---|---|---|
| Annual equity retainer (restricted stock or RSUs) | Granted | May 6, 2024 grant of 4,543 shares valued at $150,010 ($33.02 per share); time-based vesting over the director term; RSUs settle only upon departure |
| Options | Not granted | No stock options granted to directors in 2024; grant timing avoids MNPI gaming |
| PSUs / performance metrics (revenue/EBITDA/TSR/ESG) | Not used for directors | Director equity uses time-based restricted stock/RSUs; no disclosed performance metrics for director awards |
2024 Director Compensation (actual):
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $125,055 |
| Stock Awards (fair value) | $150,010 |
| Total | $275,065 |
Other Directorships & Interlocks
| Company | Relationship to SPR | Potential Interlock/Conflict Notes |
|---|---|---|
| TE Connectivity Ltd. | Supplier ecosystem relevance | No SPR-related person transactions disclosed; Governance Committee reviews RPTs under policy |
| CMS Energy / Consumers Energy | Unrelated industry | No SPR-related person transactions disclosed |
| JOBY Aviation | Aerospace ecosystem relevance | No SPR-related person transactions disclosed |
Expertise & Qualifications
- CPA with deep corporate finance, accounting, treasury, risk management, and M&A experience; commercial aviation end‑user perspective from 25 years at Southwest Airlines.
- Audit committee financial expert per Item 407(d)(5).
- Public company board experience across multiple sectors.
Equity Ownership
| Metric | Value |
|---|---|
| Common Stock Beneficially Owned | 24,229 shares |
| RSUs Vesting Within 60 Days | — |
| Time‑Based Restricted Stock | 4,543 shares |
| Total Common Stock Beneficially Owned | 28,772 shares |
| Shares Outstanding (Record Date: Apr 8, 2025) | 117,318,648 shares |
| Ownership as % of Shares Outstanding | ~0.0245% (28,772 / 117,318,648) |
| Vested vs. Unvested | RSUs settle only upon departure; restricted stock confers voting/dividend rights, RSUs have dividend equivalents |
| Pledging/Hedging | Prohibited for directors; no pledging permitted; anti‑hedging policy in place |
| Stock Ownership Guideline | 5× annual cash retainer = $550,000; 4 years to meet; all non‑employee directors compliant or on track as of Feb 21, 2025 |
Insider Trades (Form 4 references)
| Date | Transaction | Shares | Source |
|---|---|---|---|
| May 28, 2025 | Stock Award (Grant) | Noted on insider roster | |
| May 27, 2025 | Buy/Grant (Award) | 7,710 | |
| May 5, 2024 | Buy/Grant (Award) | 4,543 |
Related Party Transactions (Conflict Screening)
- Governance Committee oversees the Related Person Transaction Policy; transactions >$120,000 involving directors/officers/family reviewed for fairness and best interests.
- Proxy discloses one employment-related transaction for a former executive’s spouse; no related person transactions involving Wright.
Governance Assessment
- Strengths:
- Independent Audit Chair with CPA background and formal “audit committee financial expert” designation; Audit Committee met 9× in 2024, with robust pre‑approval and independence oversight—supports financial reporting credibility.
- Sustained board engagement (39 meetings; ≥75% attendance by all directors); quarterly executive sessions bolster independent oversight.
- Alignment mechanisms: equity-heavy director pay (2024 equity $150,010 vs cash $125,055), anti‑hedging/anti‑pledging, and strong stock ownership guideline (5× retainer) with compliance/on‑track status.
- No related person transactions reported for Wright; overboarding policy compliance amid multiple external boards.
- Watch items:
- Multiple concurrent public boards (TE Connectivity, CMS Energy/Consumers Energy, JOBY) increase time‑commitment load, though within SPR policy limits; continued monitoring of attendance and committee workload advisable.
- Equity retainer uses time-based vesting with RSUs settling at departure; absence of performance-conditioned awards for directors reduces pay‑for‑performance linkage (common practice but relevant to alignment debates).
Overall, Wright’s audit leadership, financial expertise, and policy-aligned ownership/anti-hedging stance are positive signals for investor confidence; no disclosed conflicts or attendance issues, and governance processes indicate active oversight.