Robert Johnson
Spirit AeroSystems HoldingsAbout Robert D. Johnson
Robert D. Johnson is the independent Chair of the Board of Spirit AeroSystems Holdings, Inc., age 77, serving since 2006. He brings extensive aerospace executive experience (CEO, Dubai Aerospace Enterprise; Chairman and President/CEO of Honeywell Aerospace/Allied Signal) and public company board service (Roper Technologies; Spirit Airlines). He serves on Spirit’s Governance and Risk Committees and is affirmed independent under NYSE standards. Each director attended at least 75% of Board/committee meetings in 2024; the Board met 39 times, with quarterly executive sessions presided over by Johnson as Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dubai Aerospace Enterprise Ltd. | Chief Executive Officer | 2006–2008 | Led global aerospace operations; international risk and strategy experience |
| Honeywell Aerospace (Allied Signal Aerospace) | Chairman | 2005–2006 | Oversight of large-scale aerospace operations; executive compensation/human resources expertise |
| Honeywell Aerospace (Allied Signal Aerospace) | President & CEO | 1999–2005 | Marketing, sales, supply chain, production operations leadership |
| Honeywell Aerospace (Electronic & Avionics Systems) | President & CEO | 1997–1999 | Advanced avionics leadership; operational execution |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roper Technologies, Inc. | Director | 2005–present | Public company board experience; technology and industrial insights |
| Spirit Airlines, Inc. | Director | 2010–present | Airline industry perspective; customer/end-user insights |
Board Governance
- Independence: Board has a majority of independent directors; Johnson affirmed independent (exceptions are CEO Shanahan and CFO Esteves) .
- Committee assignments: Governance Committee member; Risk Committee member. Board Chair role is separate from CEO (no Lead Independent Director required when roles are separated) .
- Meeting cadence and attendance: Board met 39 times in 2024; all directors attended at least 75% of Board/committee meetings; independent directors met in executive session at least once annually; quarterly executive sessions presided by Johnson .
- Committee activity: Audit (9 meetings), Compensation (6), Governance (5), Risk (4) .
- Overboarding & trading policies: Directors comply with overboarding limits; hedging and pledging of company stock prohibited .
- Proxy access and refreshment: Market-standard proxy access; active board refreshment; succession and skills matrix oversight .
Fixed Compensation
| Element | 2024/2025 Program Terms | Johnson’s 2024 Actuals |
|---|---|---|
| Annual Board Cash Retainer | $110,000 | $223,523 (includes Chair/committee retainers as applicable) |
| Additional Retainer – Chair of the Board | $125,000 | Included in total fees above |
| Equity Retainer (Annual) | $150,000 | $150,010 grant value |
| Equity Award Details | 4,543 shares of restricted stock or RSUs granted May 6, 2024; valued at $33.02 per share; vest at next Annual Meeting if continuous service; RSUs settle at departure | Unvested restricted stock: 4,543 shares |
| Perquisites (Directors) | No director perquisite allowances; out-of-pocket expense reimbursement only | N/A |
Performance Compensation
| Feature | Details |
|---|---|
| Performance-linked pay for directors | None disclosed; non-employee director compensation comprises fixed cash and time-based equity; no director annual bonus or performance metric-based equity |
Other Directorships & Interlocks
- Current public boards: Roper Technologies; Spirit Airlines .
- Interlocks/related parties: No related person transactions disclosed involving Johnson; Governance Committee oversees Related Person Transaction Policy; one item disclosed relates to spouse of a former executive, not directors .
- Overboarding: All directors compliant with overboarding limits .
Expertise & Qualifications
- Core credentials: International aviation leadership; executive compensation and HR experience; marketing, sales, supply chain, production operations .
- Committee-relevant skills: Governance and risk oversight; enterprise risk and cybersecurity oversight via Risk Committee participation .
- Board skill matrix: Executive compensation, risk management, M&A, international experience (skills represented across Board) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Common Stock Beneficially Owned | 28,536 shares | Voting/investment power as defined |
| Time-Based Restricted Stock (unvested) | 4,543 shares | Director equity retainer; no voting until vesting for RSUs; restricted stock confers voting/dividends upon vesting per program |
| RSUs vesting within 60 days of record date | 0 | Directors’ RSUs vest after one year; RSUs settle upon departure |
| Total Common Stock Beneficially Owned | 33,079 shares | Sum of beneficial + unvested restricted stock |
| Ownership as % of shares outstanding | ~0.028% | 33,079 / 117,318,648 shares outstanding at 4/8/2025 record date |
| Hedging/Pledging | Prohibited for directors | |
| Stock Ownership Guidelines | Required holdings = 5x annual cash retainer ($550,000); all non-employee directors compliant or on track as of 2/21/2025 |
Director Election & Shareholder Votes (Investor Confidence Signals)
| Item | Result |
|---|---|
| 2025 Election – Johnson | For: 71,157,986; Against: 946,774; Abstain: 499,557; Broker non-votes: 7,517,765 |
| 2025 Say-on-Pay | For: 51,507,087; Against: 20,582,081; Abstain: 515,149; Broker non-votes: 7,517,765 |
| 2024 Say-on-Pay (prior year) | >95% support |
Governance Assessment
- Board leadership separation is maintained; Johnson, as independent Chair, sets agendas, presides over meetings and executive sessions, and liaises with the CEO, supporting independent oversight .
- Committee participation aligns with his experience (Governance and Risk), with robust committee activity (Risk: 4; Governance: 5 meetings in 2024) and full compliance with independence standards .
- Compensation alignment appears reasonable for market: fixed cash + time-based equity retainer, with standard Chair premium; no director performance awards mitigate pay-for-performance conflicts at the board level .
- Ownership alignment: meaningful share ownership with strict anti-hedging/anti-pledging policy and director ownership guidelines; compliance/on-track status supports alignment .
- Conflicts/related-party exposure: No related-person transactions disclosed involving Johnson; Governance Committee vets RPTs; overall structure reduces conflict risk .
- Merger mechanics: Under the Boeing Merger Agreement, non-employee director equity awards are treated as “Specified Awards,” canceled and paid in merger consideration or converted per terms; relevant to equity alignment/settlement at close .
- Risk indicators: Long tenure (since 2006) warrants ongoing refreshment focus; however, Board actively manages refreshment and skills mix; overboarding and trading risk mitigated via strict policies .
Note: A search for Form 4 trades for “Robert D. Johnson” at SPR from 2024-01-01 to 2025-11-20 returned no insider transactions, suggesting stable holdings during the period (insider-trades skill run; no records returned).