Sean Black
Spirit AeroSystems HoldingsAbout Sean Black
Sean Black, age 54, is Senior Vice President, Engineering and R&T, and Chief Technology Officer at Spirit AeroSystems (SPR). He joined Spirit in 2016, led Research & Development (2016–2021) and Commercial Engineering (2021–May 2022), and has served as SVP Engineering & R&T since June 1, 2022. He previously held engineering leadership roles at BAE Systems and Airbus (A350 XWB program) and was a Lecturer in Mechanical Engineering at the University of Dundee. He holds a BEng in Mechanical Engineering (Dundee Institute of Technology) and a PhD in Superabrasives (Liverpool John Moores University) . Company-level 2024 performance context: net revenues $6,316.6 million and net loss $2,139.0 million, with heightened focus on quality and liquidity amid pending Boeing acquisition and Airbus divestiture .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Spirit AeroSystems | VP, Research & Development | Sep 2016–Jan 2021 | Built R&D capability across composites, automation, and factory innovation supporting growth initiatives |
| Spirit AeroSystems | VP, Commercial Engineering (Boeing, Airbus, Rolls-Royce programs) | Jan 2021–May 2022 | Drove engineering execution and conformity across major OEM programs during rate and quality challenges |
| Spirit AeroSystems | SVP, Engineering & R&T; CTO | Jun 1, 2022–present | Leads enterprise technology, quality engineering support, and R&T alignment with TSR-based LTI framework |
| Airbus | Leadership roles on A350 XWB (Europe & U.S.) | Prior to 2016 | Managed full development lifecycle on A350 XWB, integrating cross-regional engineering execution |
| BAE Systems | Research Engineer; Engineering Manager (Aerostructures) | Early career | Advanced materials and aerostructures engineering; technology transfer to OEM programs |
| University of Dundee | Lecturer in Mechanical Engineering | Prior to industry roles | Taught and researched mechanical engineering, foundation for later industrial innovation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| University of Dundee (Scotland) | Lecturer in Mechanical Engineering | Prior to industry | Academic research and instruction in mechanical engineering, underpinning technical leadership |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary (paid) | $421,858 | Annualized salary increased from $375,000 to $425,000 during 2024 |
| Annualized Salary (as of 2024) | $425,000 | No changes planned for 2025 (as of proxy date) |
| ACI Target (% of base) | 75% | Increased from 70% to 75% in 2024 |
| LTI Target (% of base) | 125% | Increased from 100% to 125% in 2024 |
Perquisites and benefits in 2024 included: life insurance $831, financial/tax services $965, personal travel expense $1,872 (spouse accompaniment), Deferred Compensation Plan (DCP) contributions $26,697, qualified plan contribution $10,163; total “All Other Compensation” $40,528 .
Performance Compensation
| Element | Metric | Target/Grant | Actual/Status | Vesting |
|---|---|---|---|---|
| Annual Cash Incentive (ACI) 2024 | Company-weighted score (Quality 60%, Financial 40%) | Target Award $315,215 | Actual Award $286,247 (91% of target) | Paid Dec 2024 (50% of target) and Feb 2025 remainder |
| 2024 RSU (time-based) | Stock price alignment | 9,122 shares; $265,633 grant-date fair value | First tranche vested Dec 4, 2024 | 3 annual tranches: Dec 4, 2024; Feb 9, 2026; Feb 9, 2027 |
| 2024 PB-TSR | Relative TSR (100%) | Target 9,122 shares; $349,646 grant-date fair value | Performance period 2024–2026; current values reflect threshold tracking | Vests after Committee certifies 3-year results |
| Prior Awards (2023) | RSU + PB (TSR, FCF, RG) | RSU vesting in tranches | Two tranches vested Feb 10, 2024 and Dec 4, 2024; third vests Feb 10, 2026 | Standard RSU tranches and PB certification |
2024 ACI metrics and actuals (company-level): Indirect incurred cost and inventory metrics in U.S./non-U.S. regions plus segment quality produced a total Company score of 0.9081; Boeing Segment quality received positive discretion; Defense and Airbus quality received negative discretion . The ACI table confirms Black’s 75% target and 91% payout .
2024 Tax mitigation actions (280G): RSUs scheduled to vest in 2025 were accelerated in Dec 2024, including 7,478 RSUs for Sean Black, with clawback if separation occurs prior to original vest dates .
Vesting pressure signal: Total 2024 vestings for Black amounted to 12,661 RSUs vested across multiple grants (values shown), indicating potential sell-to-cover activity but no options outstanding; future vesting milestones include Feb 9, 2026 and Feb 9, 2027 .
Equity Ownership & Alignment
| Category | Shares/Units | Detail |
|---|---|---|
| Common Stock Beneficially Owned | 19,474 shares | Direct/indirect |
| Unvested RSUs (not payable within 60 days) | 23,611 units | Time-based RSUs granted in 2023/2024 |
| Total Beneficial + Unvested | 43,085 | Alignment via stock holdings |
| Options | None outstanding/granted | Company has not granted options |
| Pledging/Hedging | Prohibited | Anti-hedging and anti-pledging policy for directors/officers/employees |
| Stock Ownership Guidelines | 3x salary (EVP/SVP) | All NEOs complied or were within accumulation period in 2024/2025 |
Employment Terms
| Provision | Terms |
|---|---|
| Severance Plan (Senior Management Severance Plan, adopted Jul 30, 2024) | Qualifying Termination: 12 months base salary in lump sum + COBRA cost for 12 months; subject to release and restrictive covenant compliance |
| Change-of-Control (Double Trigger) | Cash severance + equity acceleration + LTI cash award upon qualifying termination post-CoC; no single-trigger cash severance or vesting (except CEO retention RSUs) |
| Potential Payments (Dec 31, 2024 valuation) | Termination w/o cause: $425,000 severance + $22,381 COBRA (total $447,381) ; CoC + Qualifying Termination: $425,000 severance + $268,823 RSUs + $374,530 PB awards + $531,250 LTI cash + $22,381 COBRA (total $1,621,984) ; Death/Disability: $268,823 RSUs + $268,837 PB awards (total $495,660) |
| Clawbacks | OIP clawback for detrimental activity; Mandatory Recoupment Policy (NYSE 10D) for 36-month recovery on restatements |
| Insider Trading / Margin / Pledging | Anti-hedging and anti-pledging; margin accounts prohibited |
| Merger Treatment (Boeing) | RSUs convert to Boeing stock RSUs; PSUs convert to Boeing RSUs based on actual performance; certain specified awards canceled for cash at per-share merger consideration |
Investment Implications
- Pay-for-performance alignment: 2024 ACI emphasized Quality (60%) and Financial (40%), yielding a 91% payout on a 75% target, reflecting improved quality governance while financial metrics were mixed; TSR-based PB awards remain at risk with 3-year horizon . The 2022 PB-TSR forfeiture and 2021 PB-TSR forfeiture signal TSR underperformance historically, increasing uncertainty of PB payouts .
- Retention and selling pressure: Time-based RSUs vest in 2026 and 2027, and 7,478 RSUs were accelerated in Dec 2024 (subject to clawback), indicating near-term vesting-related settlement flows but no options outstanding to drive exercise-related selling (reduced forced selling risk) .
- Alignment and governance: 3x salary stock ownership guideline, prohibition on hedging/pledging, and robust clawbacks enhance alignment; double-trigger change-of-control economics reduce entrenchment risk while preserving retention .
- Strategic execution risk: Company-level results show continued net losses and reliance on Boeing/Airbus programs; management spotlighted quality improvements (e.g., joint inspection processes and ~15% early quality improvement) and liquidity support from Boeing (advance payments), but execution risks (supply chain, production rates, Airbus pricing) remain material during merger and divestiture transitions .
- Shareholder sentiment: Say-on-pay support was >95% (2024) and 91% (2023), suggesting investor acceptance of compensation program recalibration toward quality and TSR alignment; peer benchmarking frameworks are in place .
Overall, Black’s incentives are now tightly tethered to company quality performance and relative TSR, with meaningful retention via time-based RSUs and double-trigger CoC protection. The acceleration/clawback structure and upcoming vesting cadence warrant monitoring for vesting-related liquidity events, while TSR performance remains the key determinant of PB award realizations .