William Fitzgerald
Spirit AeroSystems HoldingsAbout William A. Fitzgerald
Independent director (age 64) at Spirit AeroSystems since 2021, currently Chair of the Compensation Committee and member of the Audit Committee. He brings deep aerospace manufacturing, global supply chain, and operations leadership from GE Aviation, where he served as VP, Commercial Engines (2011–2021) and VP, GEnx Engine Program (2010–2011). The Board has affirmatively determined he is independent under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aviation | Vice President, Commercial Engines | 2011–2021 | Led technical and operational functions in global aerospace manufacturing and services |
| GE Aviation | Vice President, GEnx Engine Program | 2010–2011 | Program leadership for GEnx engine |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Spirit AeroSystems Holdings, Inc. (SPR) | Independent Director | 2021–present | Compensation (Chair), Audit |
| Other public company boards | None | — | — |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence status: Independent; Audit, Governance, and Compensation Committees consist solely of independent directors .
- Board/committee attendance: 39 Board meetings in 2024; each director attended ≥75% of Board and committee meetings; all but one director attended the 2024 annual meeting .
- Executive sessions: Non-employee directors met in executive session at each quarterly Board meeting; independent directors met at least once as required .
- Anti-hedging/pledging policy: Prohibits directors and insiders from hedging or pledging company stock; no margin accounts allowed .
- Overboarding policy: Directors limited to ≤4 other public boards; compliance confirmed for all directors as of the proxy date .
- Lead independent director: Not appointed given separation of Chair and CEO roles; Chair responsibilities detailed (agenda setting, liaison, presiding, engagement) .
Fixed Compensation
| Element | 2024–2025 Program Amounts ($) | Fitzgerald 2024 ($) |
|---|---|---|
| Annual Board Cash Retainer | 110,000 | 118,025 (elected to take in 3,938 RSUs) |
| Annual Board Equity Retainer (restricted stock/RSUs) | 150,000 | 150,010 |
| Additional retainer – Compensation Chair | 21,000 | Included in fees earned total (structure per program) |
| Additional retainer – Audit Chair | 26,000 | N/A (member, not chair) |
| Total reported compensation (2024) | — | 268,035 |
Notes:
- Directors may elect to receive cash retainers in restricted stock/RSUs; forfeiture applies if service ends mid-term with pro-rata cash paid instead .
- Non-employee directors are reimbursed for expenses; no perquisites provided to directors .
Performance Compensation
Spirit’s pay-for-performance structure (overseen by Fitzgerald as Compensation Chair) uses rigorous annual and long-term metrics for executives:
| Program | Metric/Input | Segment Weight | Corporate Weight | Scale (Threshold/Target/Max) | Rationale |
|---|---|---|---|---|---|
| Annual Cash Incentive (Financial) | US Indirect Incurred Cost | 20% | 16% | $635 / $600 / $565 | Cash conservation & liquidity |
| Annual Cash Incentive (Financial) | Non-US Indirect Incurred Cost | 20% | 4% | $270 / $255 / $240 | Cash conservation & liquidity |
| Annual Cash Incentive (Financial) | US Inventory | 20% | 16% | $1.750B / $1.620B / $1.490B | Convert inventory to cash |
| Annual Cash Incentive (Financial) | Non-US Inventory | 20% | 4% | $0.950B / $0.880B / $0.810B | Convert inventory to cash |
| Annual Cash Incentive (Quality) | Boeing Segment Quality | 60% | 30% | 0.5 / 1.0 / 2.0 | Customer compliance; financial impact |
| Annual Cash Incentive (Quality) | Airbus Segment Quality | 60% | 15% | 0.5 / 1.0 / 2.0 | Customer compliance; financial impact |
| Annual Cash Incentive (Quality) | Defense Segment Quality | 60% | 10% | 0.5 / 1.0 / 2.0 | Customer compliance; financial impact |
| Annual Cash Incentive (Quality) | Aftermarket Quality | 60% | 5% | 0.5 / 1.0 / 2.0 | Customer compliance; financial impact |
| Long-Term Incentive (PB-RSUs) | Relative TSR | — | — | 25th / 50th / 75th percentile; vest 25.5%/50%/100% | Align with shareholder TSR; capped at 100% if TSR negative |
Additional governance signals:
- 2024 ACI outcome and discretion: Company score 0.9081; negative discretion applied to Quality components for Defense, Airbus, Aftermarket; positive discretion for Boeing Segment due to quality improvement; payouts range 0–200% .
- 2022 PB-TSR awards forfeited (3rd percentile TSR): underscores rigor and alignment with shareholder returns .
- Say-on-pay: 95% support in 2024; investor feedback emphasized Quality weighting (raised to 60%) .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| None besides SPR | — | No other public company board seats disclosed; no related person transactions involving Fitzgerald noted . |
Expertise & Qualifications
- Technical/operational leadership in aerospace manufacturing, supply chain, engineering; executive management; risk management; international operations .
- Skills matrix highlights risk management, aerospace operations, executive compensation, M&A .
Equity Ownership
| Metric | Amount |
|---|---|
| Common Stock Beneficially Owned | 0 |
| RSUs vesting within 60 days of record date (vested, deferred settlement) | 29,658 |
| Time-based restricted stock | 0 |
| Unvested RSUs | 0 |
| Ownership as % of shares outstanding | <1% (directors and officers individually) |
| Director stock ownership guideline | 5x annual cash retainer ($550,000 target) |
| Compliance status | All non-employee directors compliant or on track as of Feb 21, 2025 |
| Hedging/Pledging | Prohibited for directors and insiders |
Insider Trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| 2025-05-30 (trade date 2025-05-28) | Form 4 | Insider transaction reported by William Augustus Fitzgerald III (director) | |
| 2023-05-08 | Form 4 | Option/stock award activity; public aggregator lists “8,511” shares associated with director holdings |
Note: Spirit’s Insider Trading Policy prohibits hedging and pledging; transactions occur under policy and applicable law .
Governance Assessment
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Strengths
- Independent director with relevant aerospace operations expertise; chairs Compensation Committee and serves on Audit, reinforcing pay-for-performance oversight and financial discipline .
- Robust governance frameworks: recoupment policy, double-trigger change-in-control for most awards, independent consultant (Meridian), and rigorous TSR-based LTI; 95% say-on-pay support .
- Alignment signals: equity retainer; election to take cash retainer in RSUs (3,938 RSUs), increasing skin-in-the-game via deferred settlement structure .
-
Watch items / potential red flags
- Quality issues necessitated Compensation Committee discretion (negative for multiple segments, positive for Boeing Segment); indicates active oversight but highlights operational risk that impacts incentives .
- Single-trigger vesting exception for CEO retention RSUs tied to merger considerations (unique case); broader plan maintains double-trigger standards otherwise .
- Historical TSR underperformance (2022 PB-TSR forfeiture) underscores sensitivity of LTI payouts to market-relative performance; monitor trajectory and metric calibration .
-
Conflicts/related-party exposure
- No related person transactions involving Fitzgerald disclosed; anti-hedging/pledging and overboarding policies in place; directors compliant .
Overall, Fitzgerald’s committee leadership, equity alignment, and independence support investor confidence, with active compensation oversight responding to quality performance risk and a rigorously structured incentive system that aligns awards with operational and TSR outcomes .