Ronald Kadish
Spirit AeroSystems HoldingsAbout Ronald T. Kadish
Ronald T. “Ron” Kadish, age 76, has served on Spirit AeroSystems’ board since 2006. He is an independent director and currently chairs the Risk Committee while also serving on the Compensation Committee. Kadish is a retired U.S. Air Force Lieutenant General and former Director of the U.S. Missile Defense Agency, bringing deep defense, cybersecurity, and enterprise risk oversight expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Booz Allen Hamilton | Executive Vice President | 2005–2015 | Senior leadership, program management and defense consulting experience |
| Booz Allen Hamilton | Senior Executive Advisor | 2015–2019 | Advisory role on defense and government programs |
| Raytheon | Consultant | 2018–2019 | Defense/technology advisory experience |
| U.S. Department of Defense – Missile Defense Agency | Director | 2002–2004 | Led ballistic missile defense; significant program and risk oversight |
| U.S. DoD – Ballistic Missile Defense Organization | Director | 1999–2001 | Led BMDO; strategic defense programs |
| U.S. Air Force – Electronic Systems Center (Hanscom AFB) | Commander | 1996–1999 | Oversight of complex acquisition and systems programs |
External Roles
| Category | Organization | Role | Tenure/Notes |
|---|---|---|---|
| Current public company boards | Spirit AeroSystems (SPR) | Director | 2006–present |
| Former public company boards (past five years window as disclosed) | Northrop Grumman Innovation Systems, Inc. (formerly Orbital ATK, Inc.) | Director | 2015–2019 (listed under former directorships) |
| Other current public boards | — | — | None listed for 2025 nominees |
Board Governance
- Independence and tenure: Independent director since 2006; board affirmed independence of all nominees except the CEO and CFO (Shanahan, Esteves) .
- Committees (2025): Risk Committee Chair; Compensation Committee member. Risk Committee met 4 times and Compensation Committee met 6 times in 2024, indicating active oversight cadence .
- Prior-year committee change: In 2024 he chaired Risk and served on Governance; in 2025 he serves on Compensation, reflecting refreshment of committee composition .
- Attendance: In 2024, the board held 39 meetings; each director attended at least 75% of aggregate board and committee meetings; non-employee directors held executive sessions each quarter .
- Overboarding policy: Cap of 4 other public boards (or 2 if an active CEO); all directors comply .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging of Spirit securities by directors/officers .
- Cyber/risk oversight: Risk Committee oversees ERM and cybersecurity; management presents top risks and mitigation quarterly to Risk Committee .
Fixed Compensation
Director pay structure (2024–2025 term):
- Annual cash retainer: $110,000
- Committee chair retainers: $26,000 (Audit), $21,000 (Compensation), $15,000 (other committees)
- Annual equity retainer: $150,000 (restricted stock or RSUs)
Ronald T. Kadish – 2024 director pay (fiscal year ended 12/31/2024):
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 118,895 |
| Stock Awards (grant-date fair value) | 150,010 (annual grant) |
| Total | 268,905 |
Notes:
- Directors may elect to take cash retainers in stock/RSUs; awards vest on completion of the annual service term; forfeiture if service ends before term (Board may waive) .
Performance Compensation
- Annual equity: On May 6, 2024, non-employee directors each received 4,543 shares (restricted stock or RSUs) valued at $150,010 based on $33.02/share. Kadish’s unvested award was in the form of restricted stock (time-based; service-vesting over the director term) .
| Grant | Grant Date | Instrument | Shares | Fair Value ($) | Pricing Basis |
|---|---|---|---|---|---|
| Annual Director Grant | 05/06/2024 | Restricted Stock | 4,543 | 150,010 | $33.02 close on grant date |
- Vesting/settlement: Restricted stock vests at end of director-year term; RSUs (if elected) vest similarly but settle upon board departure; dividends accrue and pay on vesting/settlement; elective equity in lieu of cash is forfeited if service ends mid-term (cash pro-rated instead) .
Other Directorships & Interlocks
| Company/Entity | Relationship to SPR | Potential Interlock/Conflict Consideration |
|---|---|---|
| Northrop Grumman Innovation Systems (former) | Defense customer/peer ecosystem | Past directorship (ended 2019); no related-person transactions disclosed |
| Raytheon (consultant 2018–2019) | Defense customer/peer ecosystem | Past consulting; independence affirmed by board; no related-person transactions disclosed for 2024–2025 |
| Booz Allen Hamilton (2005–2019 roles) | Defense services | Past employment/advisory; no related-person transactions disclosed |
Expertise & Qualifications
- Military and defense program leadership, including Director of the Missile Defense Agency; three decades in USAF, retired as Lieutenant General .
- Enterprise risk management, cybersecurity, and global security expertise aligned to Risk Committee leadership .
- Governmental affairs and international experience supporting compliance and risk oversight in regulated aerospace/defense markets .
Equity Ownership
As of record date (Feb 21, 2025), Kadish’s beneficial holdings:
| Metric | Amount |
|---|---|
| Common Stock Beneficially Owned | 39,474 |
| Time-Based Restricted Stock (unvested) | 4,543 |
| RSUs vesting within 60 days | — |
| Total Common Stock Beneficially Owned | 44,017 |
Additional alignment policies:
- Director stock ownership guideline: 5x annual cash retainer ($550,000). As of Feb 21, 2025, all non-employee directors were in compliance or on track within allowed time frame .
- Anti-hedging/anti-pledging prohibitions apply to directors .
Governance Assessment
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Strengths and signals
- Risk oversight leadership: As Risk Committee Chair, Kadish oversees ERM and cybersecurity, areas critical to Spirit’s operational recovery and compliance posture; Risk Committee met quarterly in 2024 .
- Independence and experience: Long-tenured independent with unmatched defense program and government oversight experience; the board affirmed independence of all nominees other than the CEO and CFO .
- Engagement: High board activity (39 meetings in 2024) and quarterly executive sessions; all directors met ≥75% attendance threshold, indicating strong engagement during a pivotal period including the Boeing merger process .
- Pay alignment context: Shareholder support for Say-on-Pay remained strong (95%+ in 2024; 91%+ in 2023), reflecting investor confidence in compensation governance while the company reweighted incentives toward quality and TSR—relevant to Kadish’s Compensation Committee role in 2025 .
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Potential conflicts and red flags
- No related-person transactions involving Kadish were disclosed for 2024–2025; anti-hedging/anti-pledging policy further mitigates alignment risks .
- Prior connections to defense primes (Raytheon) and BAH are historical (ended by 2019) and did not impact independence determinations .
- Overboarding risk appears low; policy compliance confirmed .
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Committee effectiveness considerations
- Compensation Committee composition in 2025 includes independent members and employs an independent consultant (Meridian) with no identified conflicts—supports pay governance rigor; Kadish’s addition places a risk-focused voice on pay outcomes .
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Boeing merger note
- Spirit shareholders approved the Boeing merger on Jan 31, 2025; no further shareholder action required. If the merger closes before the 2025 annual meeting, the meeting will not be held. Post-close governance will transition to Boeing, which may conclude Kadish’s directorship at SPR, altering ongoing governance influence .