Paul Fulchino

About Paul E. Fulchino

Independent director of Spirit AeroSystems (SPR), age 78, serving since 2006. Background includes leadership across aerospace components and services, including Chairman/President/CEO of Aviall (acquired by Boeing in 2006), Senior Advisor to Boeing, Operating Partner at AE Industrial Partners, and senior roles at B/E Aerospace and Mercer. The Board designates him independent; his skills span compensation and HR, M&A, customer/supply base expertise, and public company board experience .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Fulchino and all non-employee nominees (except the CEO and CFO) are independent under NYSE criteria .
• Committee memberships: Compensation Committee member; Governance (Nominating & Corporate Governance) Committee member .
• Committee meeting cadence (2024): Compensation (6); Governance (5). Focus areas include executive pay design and director compensation (Compensation), and board refreshment, proxy access, related-person transactions, ESG/corporate responsibility (Governance) .
• Attendance: Board met 39 times in 2024; each director attended ≥75% of aggregate board/committee meetings; all but one directors attended the 2024 annual meeting .
• Executive sessions: Non-employee directors met in executive session each quarter; independent directors met at least once, chaired by Board Chair .
• Overboarding policy: Limit of ≤4 other public company boards (≤2 if active public-company CEO); directors are compliant as of the proxy date .
• Lead Independent Director: Not applicable; roles are split between CEO and Board Chair, obviating the need for a LID under current guidelines .

Fixed Compensation

• Program elements (2024–2025 term):

  • Annual Board cash retainer: $110,000 .
  • Annual Board equity retainer: $150,000 (restricted stock or RSUs; one-year service vest; RSUs settle at board departure) .
  • Committee chair fees: Audit $26,000; Compensation $21,000; Other committees $15,000; Board Chair $125,000 .
  • No meeting fees; directors may elect restricted stock/RSUs in lieu of cash; elective awards are forfeitable pro rata if service ends mid-term .

• 2024 Director Compensation (Fulchino):

  Component	Amount ($)	Notes
  Fees Earned or Paid in Cash	111,205	Fulchino elected to receive retainers in equity; paid as 3,800 restricted shares granted partly on May 8, 2023 and May 6, 2024 in lieu of cash
  Stock Awards (grant-date fair value)	150,010	Annual 4,543-share grant (restricted stock or RSUs) valued at $33.02 per share on May 6, 2024
  Total	261,215	Sum of cash and stock award values

• Grant and vesting detail:

  • Annual grant: 4,543 shares restricted stock/RSUs to each non-employee director on May 6, 2024, valued at $150,010; restricted stock vests at end of term; RSUs accrue dividend equivalents and settle upon departure .
  • Equity held in lieu of cash: Fulchino held 7,875 restricted shares as of Dec 31, 2024, including 3,332 shares received in lieu of 2024–2025 cash retainer ; separate footnote indicates 3,800 restricted shares granted across May 8, 2023 and May 6, 2024 in lieu of 2024 retainers .

Performance Compensation

• None. Director compensation uses fixed cash retainers and time-based restricted stock/RSUs; no stock options and no performance metrics apply to director pay .

Other Directorships & Interlocks

• Current public boards: BigBear.ai (BBAI) .
• Prior public boards: Wesco Aircraft Holdings (WAIR) .
• Potential interlocks/conflicts:
  • Historical Boeing ties: Senior Advisor to Boeing (2010–2014); Aviall sold to Boeing in 2006. SPR is party to a merger agreement to become a wholly owned subsidiary of Boeing (approved by shareholders January 31, 2025) which may raise perceived conflict risk, mitigated by independent status and Governance Committee oversight of related-person transactions .

Expertise & Qualifications

• Executive leadership across aviation supply/services; deep knowledge of customers and supply base; compensation/HR; M&A; public company governance experience .
• Board skills matrix flags executive compensation and public company board experience among Fulchino’s attributes .

Equity Ownership

• Alignment/risk policies:
  • Anti-hedging and anti-pledging policy prohibits hedging and pledging of SPR securities, and holding in margin accounts .
  • Director stock ownership guidelines: 5x annual cash retainer ($550,000); compliance or on-track as of Feb 21, 2025 .

Related-Party Transactions and Conflicts

• Policy: Governance Committee reviews/approves related-person transactions >$120,000; only one transaction disclosed (employment of a former officer’s spouse); no Fulchino-related transactions disclosed .

Say-on-Pay & Shareholder Feedback

• 2025 annual meeting say-on-pay vote: For 51,507,087; Against 20,582,081; Abstain 515,149; broker non-votes 7,517,765 .
• 2024 say-on-pay support exceeded 95% and informed 2025 incentive design focus on quality metrics .

Director Election Support (2025)

Insider Trades (Form 4)

Change-of-Control Treatment (Merger with Boeing)

• At effective time:
  • Director awards designated as “Specified Awards” (e.g., board grants outstanding/vested but unsettled, and director grants) are canceled and paid in cash equal to Per Share Merger Consideration × shares subject to the award .
  • Other RSUs/PSUs convert into Boeing RSUs; PSUs convert based on actual performance, then continue time-based vesting .

Governance Assessment

• Strengths:

  • Long-tenured aerospace leadership with direct supply chain/customer insight; active roles on Compensation and Governance committees align with his expertise .
  • Independent status, strong attendance, and robust board practices (executive sessions, overboarding limits, proxy access, and director education) support board effectiveness .
  • Equity alignment via annual equity retainer and ownership guidelines; anti-hedging/pledging policy reduces misalignment risk .

• Watch items / potential RED FLAGS:

  • Historical Boeing ties (Senior Advisor; Aviall sale) alongside pending Boeing acquisition of SPR may present perceived conflicts; mitigated by annual independence determinations and formal related-party transaction oversight .
  • 2025 say-on-pay “For” votes reflect notable opposition relative to 2024 (>95% support previously), signaling investor scrutiny of pay design and quality outcomes; board addressed with increased quality weighting in incentives .

• Overall investor confidence signals:

  • Strong election support for Fulchino (70.8M “For”) and continued independent committee service suggest shareholder acceptance of governance profile, with heightened monitoring appropriate through merger close .

Appendix: Committee Reference (2024)

References: