Stephen Cambone
Spirit AeroSystems HoldingsAbout Stephen A. Cambone
Independent director of Spirit AeroSystems Holdings, Inc. since 2019; age 72 as of the 2025 proxy. Background spans U.S. defense/intelligence leadership and private-sector defense technology roles; recognized for cybersecurity and strategic development expertise . Tenure on SPR’s board: ~6 years (2019–2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Under Secretary of Defense for Intelligence; prior DOD roles | 2003–2006; 2001–2003 | Established first USD(I); deep intelligence and defense oversight |
| QinetiQ, Inc. | EVP, Strategic Development North America; President, Missions Solution Group North America | 2007–2012 | Defense technology strategy and operations |
| Adirondack Advisors, LLC | Founder | 2012–2018 | Strategic advisory leadership |
| Texas A&M University System | Associate Vice Chancellor for Cyber Initiatives | 2017–2022 | Cybersecurity program leadership |
| Los Alamos National Laboratory | Staff member | 2024–present | National security research engagement |
| Techsource | Consultant | 2022–present | Technical advisory |
| Intelligence and Security Alliance | Consultant | 2021–present | Intelligence sector advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Rumsfeld Foundation | Trustee | 2012–present | Non-profit governance |
| Spirit AeroSystems Holdings, Inc. | Independent Director | 2019–present | See Board Governance |
Board Governance
- Independence: Board affirmed Cambone is independent under NYSE criteria .
- Committees: Audit Committee member; Risk Committee member (not chair) .
- Committee meeting cadence (2024): Audit 9 meetings; Risk 4 meetings .
- Attendance: Board held 39 meetings in 2024; each director attended ≥75% of Board and applicable committees; directors expected to attend the annual meeting .
- Board leadership: Separate Chair and CEO; no Lead Independent Director needed under current structure .
Fixed Compensation
| Element | Structure/Amount | Cambone 2024 Actual | Vesting/Settlement |
|---|---|---|---|
| Annual Board Cash Retainer | $110,000 | $104,628 | Paid quarterly; directors may elect equity in lieu of cash |
| Annual Equity Retainer | $150,000 grant value | $150,010 (4,543 shares at $33.02) | Granted 5/6/2024; vests with continuous service for the term; RSUs settle at departure; restricted stock confers voting/dividends paid at vest |
| Chair fees (if applicable) | Audit Chair $26,000; Comp Chair $21,000; Other Committee Chairs $15,000 | Not applicable (Cambone not a chair) | Same vesting if elected in equity |
| Perquisites for directors | None; reimbursed expenses only | $0 | Company does not provide director perquisites |
Performance Compensation
| Program | Metrics | Applicability to Directors | Notes |
|---|---|---|---|
| Director equity | Time-based vesting only | No performance metrics | Non-employee directors receive time-based restricted stock/RSUs; vesting based on service, not performance |
Other Directorships & Interlocks
| Company | Role | Current Public Boards | Potential Interlocks/Notes |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. | Independent Director | 1 (SPR) | Other Public Boards: 0; no disclosed interlocks with SPR customers/suppliers |
- Overboarding: Policy limits to ≤4 other public boards (≤2 if an active public-company CEO); all directors compliant as of the proxy date .
- Related-party transactions: No Item 404 related-person transactions involving Cambone disclosed for 2024–2025; only one transaction disclosed was unrelated (spouse of a former officer) .
Expertise & Qualifications
- Governmental affairs, defense, intelligence; cybersecurity expertise; strategic development and resource allocation .
- Risk oversight experience aligned with Risk Committee remit (enterprise risk, cybersecurity) .
Equity Ownership
| Metric | Amount |
|---|---|
| Common Stock Beneficially Owned | 19,369 shares |
| RSUs Vesting Within 60 Days of Record Date | 1,356 |
| Time-Based Restricted Stock (unvested) | 4,543 |
| Total Common Stock Beneficially Owned (incl. time-based restricted stock) | 25,268 |
| Unvested RSUs | — |
| Ownership as % Outstanding | <1.0% individually (directors/executives) |
- Anti-hedging/pledging: Company prohibits hedging, short-selling, and pledging by directors .
- Director stock ownership guideline: Required to hold stock equal to 5× annual cash retainer ($550,000); as of 2/21/2025 all non-employee directors were either compliant or on track .
Insider Trades
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|---|
| 2024-05-08 | 2024-05-06 | Award (A) | 4,543 | $0 | 23,912 | https://www.sec.gov/Archives/edgar/data/1364885/000162828024021547/0001628280-24-021547-index.htm |
| 2025-05-30 | 2025-05-28 | Award (A) | 7,009 | $0 | 30,921 | https://www.sec.gov/Archives/edgar/data/1364885/000162828025028555/0001628280-25-028555-index.htm |
- Reporting name: “Cambone Stephen Anthony”; owner type: director [insider-trades tool output URLs].
- Pattern: Regular annual equity awards consistent with director program (no open-market buys/sells observed in period) [insider-trades URLs].
Governance Assessment
- Strengths: Independent director with robust audit and risk oversight exposure; cybersecurity and defense/intelligence expertise tightly aligned to SPR’s risk and customer context . Attendance met Board standards; contributes to committees with frequent meetings (Audit: 9; Risk: 4) in 2024 .
- Alignment: Receives standard cash retainer and time-based equity; subject to anti-hedging/pledging and ownership guidelines; director equity vests on service, avoiding pay-for-performance distortions for board oversight roles .
- Conflicts/Related-party exposure: No related-person transactions involving Cambone disclosed; other public boards count is 0, reducing interlock risk with customers/suppliers .
- RED FLAGS: None disclosed for Cambone. Company-wide policies prohibit hedging/pledging; say-on-pay support >95% in 2024 suggests broad compensation governance acceptance (contextual) .
Implications for investor confidence: Cambone’s independence, risk/audit committee service, and cybersecurity pedigree support robust oversight in a period of operational and merger-related complexity. Lack of external public-board interlocks and clean related-party profile reduce conflict risk .