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NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
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Proposal
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Description
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Board Recommendation
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Proposal 1
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Election of directors
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| | FOR each nominee | |
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Proposal 2
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| | Advisory vote on the frequency of the advisory vote to approve the compensation of named executive officers | | | FOR every 1 YEAR | |
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Proposal 3
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Advisory vote to approve the compensation of named executive officers
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FOR
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Proposal 4
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Approval of Amended and Restated 2014 Omnibus Incentive Plan
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FOR
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Proposal 5
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Ratification of appointment of Ernst & Young LLP as independent auditors for 2023
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Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting:
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The Proxy Statement and Annual Report are available at www.proxyvote.com
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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PROPOSAL 1 —
Election of Directors |
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The Nominating and Corporate Governance Committee and Board of Directors recommend that stockholders vote “FOR” all director nominees. Each nominee is nominated for a one-year term.
See “Proposal 1 — Election of Directors” beginning on page 6 of this Proxy Statement.
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Spirit AeroSystems 2023 Proxy Statement
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3
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Name
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Age
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Director
Since |
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Skills and Experience
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Independent
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| | Committee Memberships |
| | Other Public Boards |
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Robert D. Johnson,
Board Chair |
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75
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2006
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Mr. Johnson has deep domestic and international executive experience in the aerospace industry, including risk management, financial oversight, operations, and strategy. Mr. Johnson’s global experience was acquired through a variety of roles, including as CEO of Dubai Aerospace Enterprise and as Chairman of Honeywell Aerospace.
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Yes
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2
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Ronald T. Kadish
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74
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2006
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Mr. Kadish has extensive military and executive experience with unique defense, government, risk oversight, and operations expertise. Mr. Kadish served as EVP of the Defense Group for Booz Allen Hamilton, in a variety of roles for the Department of Defense, and as a Lieutenant General in the United States Air Force.
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Yes
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*
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0
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John L. Plueger
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68
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2014
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Mr. Plueger has unique operational and aviation industry experience from over 36 years in the aviation industry, along with financial and accounting expertise as a certified public accountant. Mr. Plueger currently serves as CEO and President of Air Lease Corporation.
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Yes
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1
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James R. Ray, Jr.
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59
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2022
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Mr. Ray has expertise in supply chain, business transformation, strategy development and execution, innovation, technology, acquisitions, and global business integration acquired through years in leadership at Stanley Black & Decker.
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Yes
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2
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Patrick M. Shanahan
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60
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2021
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Mr. Shanahan has policy, defense, cybersecurity, and operations experience, as well as a valuable customer perspective. Serving most recently as Acting Secretary of Defense and previously as the 33rd Deputy Secretary of Defense, he spearheaded modernization in cybersecurity and other critical areas. Mr. Shanahan spent over three decades in a variety of leadership roles with Boeing.
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Yes
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2
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Laura H. Wright
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63
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2018
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Ms. Wright has extensive experience in commercial aviation executive management, including corporate finance, accounting, operations, treasury, and risk management. Ms. Wright also provides unique commercial aircraft end-user insights from her 25-year career at Southwest Airlines, most recently as SVP and CFO.
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Yes
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*
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3
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Audit Committee
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Risk Committee
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Compensation
Committee |
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Corporate Governance and
Nominating Committee
(the “Governance Committee”)
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*Chair
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PROPOSAL 2 —
Frequency of Advisory Vote on Executive Compensation |
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The Board of Directors recommends that stockholders vote for every “1 YEAR” to continue to hold the advisory vote on the compensation of our named executive officers (“NEOs”) annually.
See “Proposal 2 — Frequency of Advisory Vote on Executive Compensation” beginning on page 29 of this Proxy Statement.
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PROPOSAL 3 —
Advisory Vote on Executive Compensation |
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The Board of Directors recommends that stockholders vote “FOR” the advisory approval of the compensation of our NEOs for 2022.
See “Proposal 3 — Advisory Vote on Executive Compensation” beginning on page 30 of this Proxy Statement.
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4
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Spirit AeroSystems 2023 Proxy Statement
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FREE CASH FLOW*
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EBIT*
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REVENUE
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($516) million
TARGET: ($188) million |
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($295) million
TARGET: $340 million |
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$5.030 billion
TARGET: $5.337 billion |
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QUALITY INDEX SCORE
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TOTAL STOCKHOLDER RETURN
(2020-2022 performance) |
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FREE CASH FLOW AS A
PERCENTAGE OF REVENUE* |
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0.90
TARGET: 1.00 |
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Below 25th percentile
TARGET: 50th Percentile |
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(12.87%)
TARGET: 7.75% |
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ANNUAL CASH
INCENTIVE 1-year performance period |
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2022 Average Payout
For NEOs 18% of target |
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2021 Average Payout
For NEOs 80% of target |
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2020 Average Payout
For NEOs 88% of target |
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LONG-TERM
PERFORMANCE INCENTIVE 3-year performance period |
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2020-2022
performance
0% vesting
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2019-2021
performance
0% vesting
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2018-2020
performance 0% vesting
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PROPOSAL 4 —
Approval of Amended and Restated 2014 Omnibus Incentive Plan |
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The Board of Directors recommends that stockholders vote “FOR” approval of the Spirit AeroSystems Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “Amended and Restated Omnibus Incentive Plan”).
See “Proposal 4 — Approval of Amended and Restated 2014 Omnibus Incentive Plan” beginning on page 64 of this Proxy Statement.
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Spirit AeroSystems 2023 Proxy Statement
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5
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PROPOSAL 1
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ELECTION OF DIRECTORS
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Voting Standard
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| | The Company’s bylaws provide for simple majority voting in an uncontested election of directors. In order for a director nominee to be elected, the votes that stockholders cast “FOR” the director nominee must exceed the votes that stockholders cast “AGAINST” the director nominee. In the event that an incumbent nominee does not receive the requisite majority of votes cast in this election, the Company will follow the procedure described under “General Information — What happens if an incumbent director nominee is not elected at the Annual Meeting?” Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on the election of directors. Your broker may not vote your shares on this proposal unless you give voting instructions. | | |
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Stephen A. Cambone
Independent Director
Age: 70
Director Since: 2019 |
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PROFESSIONAL EXPERIENCE:
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Consultant, Techsource (2022-present)
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Consultant, Intelligence and Security Alliance (2021-present)
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Trustee, Rumsfeld Foundation (2012-present)
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Associate Vice Chancellor for Cyber Initiatives, Texas A&M University System (2017-2022)
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Founder, Adirondack Advisors, LLC (2012-2018)
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Senior positions at QinetiQ, Inc. (2007-2012), including Executive Vice President, Strategic Development, and President, Missions Solution Group
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Under Secretary of Defense for Intelligence, U.S. Department of Defense (2003-2006) and served in other roles with the U.S. Department of Defense from 2001-2003
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
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Spirit AeroSystems Holdings, Inc. (2019-present)
COMMITTEE ASSIGNMENTS:
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Audit
■
Risk
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Dr. Cambone brings to the Board extensive expertise in governmental affairs, defense, and intelligence, along with executive leadership experience in the defense technology industry. Dr. Cambone has world-class knowledge of cybersecurity matters and invaluable insight into strategic development, given his years of experience in the private sector and government.
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6
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Spirit AeroSystems 2023 Proxy Statement
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Irene M. Esteves
Independent Director
Age: 64
Director Since: 2015 |
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PROFESSIONAL EXPERIENCE:
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Executive Vice President and Chief Financial Officer, Time Warner Cable Inc. (2011-2013)
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Executive Vice President and Chief Financial Officer, XL Group plc (2010-2011)
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Senior Vice President and Chief Financial Officer, Regions Financial Corporation (2008-2010)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
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Roper Technologies (2021-present)
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Spirit AeroSystems Holdings, Inc. (2015-present)
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KKR Real Estate Finance Trust Inc. (2018-present)
FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS:
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Aramark Holdings Corp. (2015-2022)
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RR Donnelley & Sons Co. (2017-2022)
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Level 3 Communications (2014-2017)
COMMITTEE ASSIGNMENTS:
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Audit (Chair)
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Risk
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Ms. Esteves has experience in global finance, corporate strategy, human resources, treasury, accounting, tax, risk management, mergers and acquisitions, and investor relations across multiple industries. Ms. Esteves also brings to the Board experience as a public company director. In addition, Ms. Esteves qualifies as an audit committee financial expert under Securities and Exchange Commission (“SEC”) rules.
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William A. Fitzgerald
Independent Director
Age: 62
Director Since: 2021 |
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PROFESSIONAL EXPERIENCE:
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Vice President, Commercial Engines, GE Aviation (2011-2021)
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Vice President GEnx Engine Program, GE Aviation (2010-2011)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
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Spirit AeroSystems Holdings, Inc. (2021-present)
COMMITTEE ASSIGNMENTS:
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Audit
■
Governance
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Fitzgerald offers the Board a depth of technical and operational experience from his years of leadership in aviation manufacturing and services. Mr. Fitzgerald has manufacturing, operations, supply chain, and engineering expertise, along with experience in executive management, international operations, and risk management.
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Spirit AeroSystems 2023 Proxy Statement
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7
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Paul E. Fulchino
Independent Director
Age: 76
Director Since: 2006 |
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PROFESSIONAL EXPERIENCE:
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Operating Partner, AE Industrial Partners (“AEI”) (2015-present)
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Chairman, AEI HorizonX Ventures (2021-2022)
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Senior Advisor, Boeing (2010-2014)
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Chairman, President, and Chief Executive Officer, Aviall, Inc. (2000-2010) (Aviall became a wholly-owned subsidiary of Boeing in September 2006)
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President and Chief Operating Officer, B/E Aerospace, Inc. (1996-1999)
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President and Vice Chairman, Mercer Management Consulting (1990-1996)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
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Spirit AeroSystems Holdings, Inc. (2006-present)
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BigBear.ai (2021-present)
FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS:
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Wesco Aircraft Holdings, Inc. (2008-2020)
COMMITTEE ASSIGNMENTS:
■
Compensation (Chair)
■
Governance
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Fulchino provides the Board with executive leadership experience, and extensive knowledge and expertise regarding the commercial aviation component parts and services industry, the Company’s customers and supply base, compensation and human resource matters, and mergers and acquisitions. Mr. Fulchino also brings to the Board experience as a public company director.
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Thomas C. Gentile III
Age: 58
Director Since: 2016 |
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PROFESSIONAL EXPERIENCE:
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President and Chief Executive Officer, Spirit AeroSystems Holdings, Inc. (2016-present)
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Executive Vice President and Chief Operating Officer, Spirit AeroSystems Holdings, Inc. (April 2016-August 2016)
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President and Chief Operating Officer, General Electric Capital Corporation (2014-2016)
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President and Chief Executive Officer, General Electric Healthcare Systems (2011-2014)
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President and Chief Executive Officer, General Electric Aviation Services (2008-2011)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
■
Spirit AeroSystems Holdings, Inc. (2016-present)
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Gentile has demonstrated success in managing large, complex global technology businesses across multiple industries. He brings to the Board a deep understanding of aviation program management, product development, strategy, and business development. Mr. Gentile also brings to the Board experience as a public company director.
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8
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Spirit AeroSystems 2023 Proxy Statement
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Robert D. Johnson,
Chair Independent Director
Age: 75
Director Since: 2006 |
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PROFESSIONAL EXPERIENCE:
■
Chief Executive Officer, Dubai Aerospace Enterprise Ltd. (2006-2008)
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Chairman, Honeywell Aerospace (2005-2006)
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President and Chief Executive Officer, Honeywell Aerospace (known as Allied Signal Aerospace until 2000) (1999-2005)
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President and Chief Executive Officer, Electronic and Avionics Systems, Honeywell Aerospace (known as Allied Signal Aerospace at the time) (1997-1999)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
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Spirit AeroSystems Holdings, Inc. (2006-present)
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Roper Technologies, Inc. (2005-present)
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Spirit Airlines, Inc. (2010-present)
COMMITTEE ASSIGNMENTS:
■
Compensation
■
Governance
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Johnson, Chair of the Board, has international aviation industry executive leadership experience and executive compensation and human resources experience, and provides the Board with valuable insight and perspective resulting from his expertise in marketing, sales, supply chain, and production operations. Mr. Johnson also brings to the Board experience as a public company director.
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Ronald T. Kadish
Independent Director
Age: 74
Director Since: 2006 |
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PROFESSIONAL EXPERIENCE:
■
Consultant, Raytheon (2018-2019)
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Senior Executive Advisor, Booz Allen Hamilton (“BAH”) (2015-2019)
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Executive Vice President, BAH (2005-2015)
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Director, U.S. Missile Defense Agency, U.S. Department of Defense (2002-2004)
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Director, Ballistic Missile Defense Organization, U.S. Department of Defense (1999-2001)
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Commander, Electronic Systems Center, Hanscom Air Force Base (1996-1999)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
■
Spirit AeroSystems Holdings, Inc. (2006-present)
FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS:
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Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (2015-2019)
COMMITTEE ASSIGNMENTS:
■
Risk (Chair)
■
Governance
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Kadish provides the Board with unique expertise in military, program management, security, international, and governmental matters, including having served three decades in the U.S. Air Force, rising to the rank of Lieutenant General. He delivers critical insight to the Board with respect to enterprise risk management, cybersecurity, global security, and our defense customers’ needs and expectations. Mr. Kadish also brings to the Board experience as a public company director.
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Spirit AeroSystems 2023 Proxy Statement
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9
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John L. Plueger
Independent Director
Age: 68
Director Since: 2014 |
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PROFESSIONAL EXPERIENCE:
■
Chief Executive Officer and President, Air Lease Corporation (“ALC”) (2016-present)
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President and Chief Operating Officer, ALC (2010-2016)
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President and Chief Executive Officer, International Lease Finance Corporation (“ILFC”) (2010)
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President and Chief Operating Officer, ILFC (2002-2010)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
■
Spirit AeroSystems Holdings, Inc. (2014-present)
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ALC (2010-present)
COMMITTEE ASSIGNMENTS:
■
Audit
■
Compensation
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Plueger provides the Board with valuable insight into aviation operations management stemming from his executive leadership roles at ILFC and ALC. In addition, Mr. Plueger has significant experience in finance and accounting matters as a certified public accountant, having received his training as an auditor from PricewaterhouseCoopers. Mr. Plueger qualifies as an audit committee financial expert under SEC rules. Mr. Plueger also brings to the Board experience as a public company director.
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James R. Ray, Jr.
Independent Director
Age: 59
Director Since: 2022 |
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PROFESSIONAL EXPERIENCE:
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President, Engineered Fastening, Stanley Black & Decker (2018-2020)
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Various roles, Stanley Black & Decker (2013-2018)
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SVP and General Manager, TE Connectivity, Inc. (2009-2013)
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Various roles, General Motors and Delphi Corporation (1993-2009)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
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Spirit AeroSystems Holdings, Inc. (2022-present)
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Leslie’s, Inc. (2021-present)
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Commercial Vehicle Group, Inc. (2020-present)
FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS:
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RR Donnelley & Sons Co. (2021-2022)
COMMITTEE ASSIGNMENTS:
■
Compensation
■
Risk
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Ray is an experienced senior executive and general manager with diverse global P&L leadership. Mr. Ray brings to the Board expertise in supply chain, business transformation, strategy development and execution, customer relationship management, innovation and technology development, mergers and acquisitions, and global business integration, along with experience as a public company director.
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10
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Spirit AeroSystems 2023 Proxy Statement
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Patrick M. Shanahan
Independent Director
Age: 60
Director Since: 2021 |
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PROFESSIONAL EXPERIENCE:
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Acting Secretary of Defense, Department of Defense (2019)
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Deputy Secretary of Defense, Department of Defense (2017-2018)
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Senior Vice President, Supply Chain & Operations, Boeing (2016-2017)
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Senior Vice President and General Manager, Commercial Airplane Programs, Boeing (2008-2016)
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Various roles, Boeing (1986-2007)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
■
Spirit AeroSystems Holdings, Inc. (2021-present)
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Leidos Holdings, Inc. (2022-present)
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CAE, Inc. (2022-present)
FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS:
■
Zanite Acquisition Corporation (2021-2022)
COMMITTEE ASSIGNMENTS:
■
Audit
■
Compensation
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Mr. Shanahan brings to the Board valuable defense knowledge and experience having served as the Acting Secretary of Defense and the 33rd Deputy Secretary of Defense. Mr. Shanahan also offers a unique customer perspective from his extensive leadership career at Boeing. Mr. Shanahan’s experience includes commercial and defense operations, cybersecurity, risk management, compensation oversight, public policy, and international expertise.
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Laura H. Wright
Independent Director
Age: 63
Director Since: 2018 |
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PROFESSIONAL EXPERIENCE:
■
Senior Vice President and Chief Financial Officer, Southwest Airlines Co. (“SWA”) (2004-2012)
■
Vice President, Finance, and Treasurer, SWA (2001-2004)
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Treasurer, SWA (1998-2001)
CURRENT PUBLIC COMPANY DIRECTORSHIPS:
■
Spirit AeroSystems Holdings, Inc. (2018-present)
■
TE Connectivity Ltd. (2014-present)
■
CMS Energy Corp. (and its wholly-owned subsidiary, Consumers Energy Company) (2013-present)
■
JOBY Aviation, Inc. (2021-present)
FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS:
■
Pebblebrook Hotel Trust (2009-2019)
COMMITTEE ASSIGNMENTS:
■
Governance (Chair)
■
Risk
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QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS:
Ms. Wright has experience in corporate finance and accounting, commercial aviation end-user operations, risk management, and mergers and acquisitions as a result of her position as Senior Vice President and Chief Financial Officer of SWA, and various other financial positions held during her 25-year career at SWA. Ms. Wright worked for Arthur Young & Co. from 1982-1988 prior to joining SWA. Ms. Wright is a certified public accountant and also brings to the Board experience as a public company director.
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Spirit AeroSystems 2023 Proxy Statement
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11
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INDEPENDENT
OVERSIGHT: |
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10 out of 11 directors are independent
All committees are composed solely of independent directors
Lead independent director is required if Chair and CEO roles not separate (currently the roles are separate)
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Regular executive sessions of non-employee directors
Ongoing review of independent director committee roles
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BOARD
REFRESHMENT: |
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Five new directors have joined the Board since 2018
Two of our six most recently appointed independent directors are women and two are ethnically diverse (including one of the women)
Average tenure of our nominees is approximately eight years, and average age is approximately 66 years old
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Annual Board and committee evaluations are conducted
Regularly analyze Board and committee composition and succession
The Board promotes ongoing director education, including through membership in the National Association of Corporate Directors
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HIGH
GOVERNANCE STANDARDS: |
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Risk oversight process with separate committee roles
Overboarding policy in place
Two Audit Committee members qualify as audit committee financial experts
Board regularly reviews executive succession plans
Robust stock ownership requirements for directors and executive officers
Stockholders have the right to call special meetings
Active stockholder engagement program
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Annual say-on-pay vote
Annual director elections
Majority voting standard in uncontested director elections
Stockholders have the right to act by written consent
Market-standard proxy access right
Insiders are not permitted to short-sell, hedge, or pledge Company securities
Single class of shares with equal voting rights
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12
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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13
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Cambone
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Esteves
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Fitzgerald
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Fulchino
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Gentile
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Johnson
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Kadish
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Plueger
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Ray
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Shanahan
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Wright
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Gender
Diverse |
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Ethnically
Diverse |
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Cambone
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Esteves
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Fitzgerald
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Fulchino
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Gentile
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Johnson
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Kadish
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Plueger
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Ray
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Shanahan
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Wright
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Public
Company CEO |
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Aviation
Operations Management |
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Public
Company Board |
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Executive
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M&A
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Senior
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Cyber
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International
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Defense
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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Committee
|
| |
Members
|
| |
Primary Responsibilities
|
| |
No. of
Meetings in 2022 |
|
| Audit Committee* | | |
Irene M. Esteves (Chair)
Stephen A. Cambone William A. Fitzgerald John L. Plueger Patrick M. Shanahan |
| |
(1)
Oversee the quality and integrity of the Company’s financial reporting.
(2)
Oversee the Company’s compliance with legal and regulatory requirements.
(3)
Engage, compensate, and oversee performance and independence of the independent auditor.
(4)
Oversee performance of the Company’s internal audit function including staffing, compensation, and effectiveness.
(5)
Review and discuss with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Forms 10-Q and 10-K, and the audit generally.
(6)
Consider the effectiveness of the Company’s internal controls over financial reporting and participate in the resolution of internal control issues, where identified.
(7)
Oversee and participate in the review and resolution of significant deficiencies or material weaknesses, where identified.
(8)
Communicate with the independent auditor on audit control matters and critical audit matters to be described in the independent auditor’s report.
(9)
Oversee financial-related risk exposures and related policies and processes attempting to mitigate such risks.
(10)
Oversee the Company’s Code of Conduct and the Company’s ethics and compliance program.
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| |
6
|
|
|
Compensation
Committee |
| |
Paul E. Fulchino (Chair)
Robert D. Johnson John L. Plueger James R. Ray, Jr. Patrick M. Shanahan |
| |
(1)
Review and approve the compensation of the Company’s executive officers, with a focus on linking pay and performance.
(2)
Oversee the administration of the Company’s compensation plans, policies, and programs.
(3)
Prepare the Compensation Committee Report in this Proxy Statement.
(4)
Oversee compensation-related risk exposures and related policies and processes attempting to mitigate such risks.
(5)
Review and make recommendations to the Board with respect to non-employee director compensation.
|
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8
|
|
|
Governance Committee
|
| |
Laura H. Wright (Chair)
Robert D. Johnson Paul E. Fulchino Ronald T. Kadish William A. Fitzgerald |
| |
(1)
Assist the Board in identifying qualified individuals to become Board members, with a focus on improving the Board’s diversity profile.
(2)
Determine the composition of the Board and its committees.
(3)
Lead the annual review of the Board’s and the committees’ performance.
(4)
Develop and implement the Governance Guidelines and recommend to the Board any changes thereto.
(5)
Review and approve, deny, or ratify transactions under the Company’s Related Person Transaction Policy.
(6)
Oversee risks related to the Company’s governance structure.
(7)
Review the Company’s practices and reporting with respect to corporate responsibility, environmental, and social matters.
|
| |
6
|
|
| Risk Committee | | |
Ronald T. Kadish (Chair)
Stephen A. Cambone Irene M. Esteves James R. Ray, Jr. Laura H. Wright |
| |
(1)
Provide oversight of management’s guidelines, policies, and processes for assessing, monitoring, and mitigating the Company’s critical enterprise risks, including the major strategic, operating, safety/quality, financial, and compliance risks inherent in the Company’s business and core strategies.
(2)
Oversee the effectiveness of the Company’s cybersecurity programs and its practices for identifying, assessing, and mitigating cybersecurity risks.
(3)
Oversee management’s review and assessment of key risks that have the potential to significantly affect the Company’s ability to execute strategy, and determine which risks should be included on the Board’s agenda for discussion.
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5
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18
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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19
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20
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Spirit AeroSystems 2023 Proxy Statement
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How We Engaged
|
| |
We engaged with our stockholders year-round in 2022 in a variety of ways:
■
In the fall, we reached out to our largest stockholders representing nearly 70% of outstanding shares to solicit feedback on a variety of topics.
■
We held calls with stockholders and discussed compensation, governance priorities, diversity, and sustainability performance, among other topics.
■
Our investor relations team regularly meets with our stockholders, prospective stockholders, and investment analysts.
■
We received unsolicited outreach from stockholders and responded to engage such stockholders on areas of importance to them.
|
|
|
What We Heard
|
| |
Below is a summary of the feedback we received in 2022:
■
Positive feedback on the Company’s recent compensation changes and on the overall mix of tenure among directors on our Board following the 2022 Annual Meeting.
■
Input on responding to the stockholder proposal passed at the 2022 Annual Meeting regarding executive severance.
■
Requests for continued refinement of our compensation programs, including the inclusion of additional long-term incentive metrics focusing on company-specific performance.
■
Interest in our sustainability performance, reporting and goals, including applied standards.
|
|
|
How We
Responded |
| |
The following is a summary of actions taken in response to stockholder feedback:
■
The Board adopted a Severance Policy in response to the stockholder proposal received at our 2022 Annual Meeting (see “Compensation Discussion and Analysis” below for details).
■
We further modified our compensation programs for the 2023 plan year to add free cash flow and revenue growth to our long-term performance incentive metrics, and to introduce segment-specific short-term incentive metrics for individuals dedicated to our Commercial, Defense & Space, and Aftermarket segments.
■
We continue to make progress on our sustainability goals and are preparing our third annual Sustainability Report.
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Spirit AeroSystems 2023 Proxy Statement
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21
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22
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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23
|
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|
Element
|
| |
2022-2023
Amounts ($) |
| |||
| Annual Board Cash Retainer | | | | | 110,000 | | |
| Annual Board Equity Retainer | | | | | 150,000 | | |
| Additional Retainer for Chair of the Board | | | | | 125,000 | | |
| Additional Retainer for Chair of the Audit Committee | | | | | 26,000 | | |
| Additional Retainer for Chair of the Compensation Committee | | | | | 21,000 | | |
| Additional Retainer for Chair of Other Committees | | | | | 15,000 | | |
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24
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Spirit AeroSystems 2023 Proxy Statement
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Spirit AeroSystems 2023 Proxy Statement
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25
|
|
|
Name
|
| |
Fees Earned or Paid
in Cash(1) ($) |
| |
Stock Awards(2)
($) |
| |
All Other
Compensation(3) ($) |
| |
Total
($) |
| ||||||||||||
|
Stephen A. Cambone
|
| | | | 110,302 | | | | | | 150,031 | | | | | | | | | | | | 260,333 | | |
| Charles L. Chadwell | | | |
|
39,384
|
| | | | | | | | | | | | | | | |
|
39,384
|
| |
|
Irene M. Esteves
|
| | | | 136,374(4) | | | | | | 150,031 | | | | | | | | | | | | 286,405 | | |
|
William A. Fitzgerald
|
| | | | 110,302(5) | | | | | | 150,031 | | | | | | | | | | | | 260,333 | | |
|
Paul E. Fulchino
|
| | | | 131,360(6) | | | | | | 150,031 | | | | | | | | | | | | 281,391 | | |
|
Richard A. Gephardt
|
| | | | 34,658 | | | | | | | | | | | | 216,048(8) | | | | | | 250,706 | | |
|
Robert D. Johnson
|
| | | | 232,459 | | | | | | 150,031 | | | | | | | | | | | | 382,490 | | |
|
Ronald T. Kadish
|
| | | | 125,343 | | | | | | 150,031 | | | | | | | | | | | | 275,374 | | |
|
John L. Plueger
|
| | | | 110,302(7) | | | | | | 150,031 | | | | | | | | | | | | 260,333 | | |
|
James R. Ray
|
| | | | 97,005 | | | | | | 150,031 | | | | | | | | | | | | 247,036 | | |
|
Patrick M. Shanahan
|
| | | | 120,563 | | | | | | 150,031 | | | | | | | | | | | | 270,978 | | |
|
Laura H. Wright
|
| | | | 125,146 | | | | | | 150,031 | | | | | | | | | | | | 275,177 | | |
|
26
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Spirit AeroSystems 2023 Proxy Statement
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|
Name
|
| |
Common
Stock Beneficially Owned |
| |
RSUs Vesting
Within 60 Days of Record Date |
| |
Time-Based and
Performance- Based Restricted Stock(1) |
| |
Total Common
Stock Beneficially Owned |
| | |
Unvested
RSUs(2) |
| |
Total Common
Stock Beneficially Owned Plus Unvested RSUs |
| ||||||||||||||||||
|
DIRECTORS
Stephen A. Cambone |
| | | | 8,474 | | | | | | 1,356 | | | | | | 4,775 | | | | |
|
14,605
|
| | | | | | | | | | |
|
14,605
|
| |
|
Irene M. Esteves
|
| | | | | | | | | | 35,574 | | | | | | | | | | |
|
35,574
|
| | | | | | 9,104 | | | | |
|
44,678
|
| |
|
William A. Fitzgerald
|
| | | | | | | | | | 2,263 | | | | | | | | | | |
|
2.263
|
| | | | | | 8,276 | | | | |
|
10,529
|
| |
|
Paul E. Fulchino
|
| | | | 31,846 | | | | | | | | | | | | 8,945 | | | | |
|
40,791
|
| | | | | | | | | | |
|
40,791
|
| |
|
Robert D. Johnson
|
| | | | 17,641 | | | | | | | | | | | | 4,775 | | | | |
|
22,416
|
| | | | | | | | | | |
|
22,416
|
| |
|
Ronald T. Kadish
|
| | | | 28,579 | | | | | | | | | | | | 4,775 | | | | |
|
33,354
|
| | | | | | | | | | |
|
33,354
|
| |
|
John L. Plueger
|
| | | | 27,435 | | | | | | 13,026 | | | | | | 8,276 | | | | |
|
48,737
|
| | | | | | | | | | |
|
48,737
|
| |
|
James R. Ray, Jr.
|
| | | | | | | | | | 850 | | | | | | | | | | |
|
850
|
| | | | | | 4,775 | | | | |
|
5,625
|
| |
|
Patrick M. Shanahan
|
| | | | 1,247 | | | | | | | | | | | | 4,775 | | | | |
|
6,022
|
| | | | | | | | | | |
|
6,022
|
| |
|
Laura H. Wright
|
| | | | 13,334 | | | | | | | | | | | | 4,775 | | | | |
|
18,109
|
| | | | | | | | | | |
|
18,109
|
| |
|
EXECUTIVE OFFICERS
Thomas C. Gentile III |
| | | | 232,680 | | | | | | | | | | | | 28,089 | | | | |
|
260,769
|
| | | | | | 185,028 | | | | |
|
445,797
|
| |
|
Mark J. Suchinski
|
| | | | 36,504 | | | | | | | | | | | | 3,437 | | | | |
|
39,941
|
| | | | | | 35,390 | | | | |
|
75,331
|
| |
|
Samantha J. Marnick
|
| | | | 73,971 | | | | | | | | | | | | 4,645 | | | | |
|
78,616
|
| | | | | | 44,837 | | | | |
|
123,453
|
| |
|
Duane F. Hawkins(3)
|
| | | | 65,160 | | | | | | 33,610 | | | | | | 2,689 | | | | |
|
102,961
|
| | | | | | | | | | |
|
101,459
|
| |
|
William E. Brown
|
| | | | 39,339 | | | | | | | | | | | | 3,139 | | | | |
|
42,478
|
| | | | | | 21,268 | | | | |
|
63,746
|
| |
|
Mary (“Mindy”) McPheeters
|
| | | | 9,402 | | | | | | | | | | | | 3,408 | | | | |
|
12,810
|
| | | | | | 12,252 | | | | |
|
25,062
|
| |
|
Scott M. McLarty
|
| | | | 20,157 | | | | | | | | | | | | 1,915 | | | | |
|
22,072
|
| | | | | | 17,821 | | | | |
|
39,893
|
| |
|
Justin Welner
|
| | | | 20,625 | | | | | | | | | | | | 4,692 | | | | |
|
25,317
|
| | | | | | 14,464 | | | | |
|
39,781
|
| |
|
Kailash Krishnaswamy
|
| | | | 16,162 | | | | | | 1,334 | | | | | | 4,844 | | | | |
|
22,340
|
| | | | | | 12,277 | | | | |
|
34,617
|
| |
|
Alan Young
|
| | | | 24,150 | | | | | | 2,500 | | | | | | 5,408 | | | | |
|
32,058
|
| | | | | | 22,324 | | | | |
|
54,382
|
| |
|
Kevin Matthies
|
| | | | 29,715 | | | | | | — | | | | | | — | | | | |
|
29,715
|
| | | | | | — | | | | |
|
29,715
|
| |
|
Sean Black
|
| | | | 9,331 | | | | | | 1,900 | | | | | | 3,960 | | | | |
|
15,191
|
| | | | | | 11,427 | | | | |
|
26,618
|
| |
|
Damon Ward
|
| | | | 7,094 | | | | | | 1,334 | | | | | | 3,088 | | | | |
|
11,516
|
| | | | | | 7,327 | | | | |
|
18,843
|
| |
|
All current directors and executive officers as a group
(22 persons) |
| | | | 683,131 | | | | | | 93,747 | | | | | | 110,410 | | | | |
|
884,964
|
| | | | | | 406,570 | | | | |
|
1,291,534
|
| |
|
Spirit AeroSystems 2023 Proxy Statement
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27
|
|
|
Name
|
| |
Amount of Shares
Beneficially Owned |
| |
Percentage of
Common Stock |
| |
Sole
Voting Shares |
| |
Shared
Voting Shares |
| |
Sole
Investment Shares |
| |
Shared
Investment Shares |
| ||||||||||||||||||
|
The Vanguard Group(1)
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 10,303,930 | | | | | | 9.79% | | | | | | — | | | | | | 46,677 | | | | | | 10,164,693 | | | | | | 139,237 | | |
|
T. Rowe Price Associates, Inc.(2)
100 E. Pratt Street Baltimore, MD 21202 |
| | | | 6,983,690 | | | | | | 6.6% | | | | | | 2,770,222 | | | | | | — | | | | | | 6,983,690 | | | | | | — | | |
|
AllianceBernstein L.P.(3)
1345 Avenue of the Americas New York, NY 10105 |
| | | | 6,695,378 | | | | | | 6.4% | | | | | | 5,525,399 | | | | | | — | | | | | | 6,694,155 | | | | | | 1,223 | | |
|
Wellington Management Group LLP(4)
280 Congress Street Boston, MA 02210 |
| | | | 6,595,563 | | | | | | 6.27% | | | | | | — | | | | | | 5,843,450 | | | | | | — | | | | | | 6,595,563 | | |
|
Blackrock, Inc.(5)
55 E. 52nd St. New York, NY 10005 |
| | | | 5,935,966 | | | | | | 5.6% | | | | | | 5,524,810 | | | | | | — | | | | | | 5,935,966 | | | | | | — | | |
|
28
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Spirit AeroSystems 2023 Proxy Statement
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|
|
PROPOSAL 2
|
| |
FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
|
| |
Voting Standard
|
| |
| |
The affirmative vote of a majority of votes cast, in person or by proxy, will constitute the stockholders’ non-binding approval with respect to Proposal 2. A stockholder may vote every “1 YEAR,” “2 YEARS,” “3 YEARS,” or “ABSTAIN” with respect to Proposal 2. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on this Proposal 2. If no frequency receives the affirmative vote of a majority of votes cast, then we will consider the option that receives the highest number of votes cast to be the frequency recommended by stockholders.
Under the NYSE rules, brokers are prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that, if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to Proposal 2 if you want your broker to vote your shares on the matter.
|
| |
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Spirit AeroSystems 2023 Proxy Statement
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29
|
|
|
PROPOSAL 3
|
| |
ADVISORY VOTE ON EXECUTIVE COMPENSATION
|
|
| |
Voting Standard
|
| |
| |
The affirmative vote of a majority of votes cast, in person or by proxy, will constitute the stockholders’ non-binding approval with respect to Proposal 3. A stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to Proposal 3. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on this Proposal 3.
Under the NYSE rules, brokers are prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that, if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to Proposal 3 if you want your broker to vote your shares on the matter.
|
| |
|
30
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Spirit AeroSystems 2023 Proxy Statement
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|
Thomas C. Gentile III
|
| |
President and Chief Executive Officer
|
|
|
Mark J. Suchinski
|
| |
Senior Vice President and Chief Financial Officer
|
|
|
Samantha J. Marnick
|
| |
Executive Vice President, Chief Operating Officer, and President, Commercial
|
|
|
Duane F. Hawkins*
|
| |
Executive Vice President and President, Defense & Space
|
|
| Kevin Matthies* | | |
Former Senior Vice President, Boeing Programs
|
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Spirit AeroSystems 2023 Proxy Statement
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31
|
|
|
What We Heard
|
| |
How We Responded
|
|
| Respond to the stockholder proposal at the 2022 Annual Meeting. Stockholders’ severance concerns were focused on cash severance payments. | | |
Following the stockholder proposal on severance pay that passed at the 2022 Annual Meeting, we took the following steps:
■
Expanded our stockholder outreach to nearly 70% of outstanding shares and specifically requested feedback on this item
■
Conducted a comprehensive market survey of executive severance policies
■
Engaged our third party compensation consultant to provide feedback and analysis on executive severance practices
■
Engaged with peers who received similar proposals to provide broader context
Based on our analysis and the feedback we received from stockholders, the Board adopted a Severance Policy that requires stockholder approval of executive cash severance pay in excess of 2.99 times base salary plus target bonus. Full details of the policy are available at https://investor.spiritaero.com/corporate-governance/govdocs/default.aspx
|
|
| Use incentive compensation metrics focused on fundamental financial performance indicators (particularly cash performance) and include additional performance metrics for long-term performance incentives beyond just total stockholder return (“TSR”). | | |
For our 2022 performance programs, we had returned to more traditional performance incentive metrics in response to stockholder feedback:
■
Annual cash incentive: Free Cash Flow, EBIT, Revenue, and Quality
■
Long-term performance incentive: TSR
Based on feedback we received during 2022, we modified our 2023 long-term performance incentive metrics to add the following metrics:
■
Free Cash Flow to incentivize cash performance
■
Revenue growth to drive focus on execution
We also introduced segment-specific short-term incentive metrics of revenue and profit for individuals dedicated to our Commercial, Defense & Space, and Aftermarket segments. The incentive is weighted 50% company metrics and 50% segment metrics. For non-segment dedicated individuals the weighting remains 100% company metrics.
|
|
| Ensure rigorous goal-setting for performance incentives. | | |
For most of our 2022 annual cash incentive financial performance metrics (Free Cash Flow, EBIT, and Revenue) the targets were more rigorous than 2021 actual achievement levels. See “2022 Company Performance” under the “Annual Cash Incentive” heading below for details.
For each of the long-term performance award periods ended December 31, 2020, December 31, 2021, and December 31, 2022, our NEOs received no vesting payouts. The average annual cash incentive payout for 2022 was 18% of target and for 2020 and 2021 was below target at 88% and 80%, respectively. We believe these goals were appropriately rigorous as reflected in the payout levels.
Notwithstanding the extraordinary challenges the industry and the Company have faced in recent years, the Compensation Committee has made no “in-flight” adjustments to our performance payouts.
|
|
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32
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Spirit AeroSystems 2023 Proxy Statement
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What We Heard
|
| |
How We Responded
|
|
|
Continue to provide enhanced ESG reporting, particularly around environmental and social performance and goals.
|
| |
We published our second annual Sustainability Report in 2022 and work is underway on the 2023 report. We continue to refine our practices and are excited about the progress we are making. For more information, see the “Social Responsibility and Sustainability” section above or access our full Sustainability Report at https://www.spiritaero.com/company/
sustainability/policies-reporting/. |
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Spirit AeroSystems 2023 Proxy Statement
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33
|
|
|
2022 Annual Cash Incentive
|
| |
2022 Long-Term Incentive
|
|
|
■
Removed the individual performance component of our annual cash incentive for each of our NEOs so that achievement was based 100% on Company performance against established targets.
■
Returned to more traditional performance metrics for our annual cash incentive:
■
Free Cash Flow (40%)
■
EBIT (20%)
■
Revenue (20%)
■
Quality (20%)
■
Updated our primary compensation benchmarking peer group to reflect market dynamics and the most appropriate peer companies.
|
| |
■
Adjusted the weighting for the performance component of our 2022 long-term incentives from 60% time-based and 40% performance-based to 50% time-based and 50% performance-based.
■
Maintained a relative TSR metric for long-term performance incentive grants.
■
Established a secondary peer group specific to relative TSR to maximize effectiveness of the metric as an incentive tool.
|
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Spirit AeroSystems 2023 Proxy Statement
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|
|
2023 Annual Cash Incentive
|
| |
2023 Long-Term Incentive
|
|
|
■
No individual performance component.
■
For segment-dedicated individuals, the incentive is weighted 50% company metrics and 50% segment metrics. For non-segment dedicated individuals the weighting is 100% company metrics.
■
Company metrics:
■
Free Cash Flow (40%)
■
EBIT (20%)
■
Revenue (20%)
■
Quality (20%)
■
Segment (Commercial, Defense & Space, and Aftermarket) metrics:
■
Segment Profit (80%)
■
Segment Revenue (20%)
|
| |
■
50% time-based and 50% performance-based.
■
Metrics and weightings for the performance-based component:
■
Relative TSR (50%)
■
Free Cash Flow (25%)
■
Revenue Growth (25%)
|
|
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Spirit AeroSystems 2023 Proxy Statement
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35
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|
|
What We Do
|
| | | | |
What We Don’t Do
|
| ||||||
|
|
| |
Pay-for-Performance. Over 50% of direct NEO pay on average is tied to performance results
|
| | | | |
|
| |
Ongoing Accruals. No ongoing accruals under defined-benefit Supplemental Executive Retirement Plan
|
|
|
|
| |
Peer Benchmarking. Compensation packages are benchmarked against peers through relative metrics
|
| | | | |
|
| |
Share Recycling. No share recycling (other than in the context of forfeited shares)
|
|
|
|
| |
Limit Awards. Payout of annual cash incentive and performance-based restricted stock awards is capped at 200%
|
| | | | |
|
| |
Hedging, Pledging, and Shorts. No short selling, pledging, or hedging Company stock
|
|
|
|
| |
Performance Weighting. Long-term incentive grants are weighted 50% performance and 50% time-based starting in 2022
|
| | | | |
|
| |
Enhanced Benefit Plans. No enhanced health and welfare benefit plans for executives
|
|
|
|
| |
Equity Incentives. Long-term incentives are paid entirely in Common Stock
|
| | | | |
|
| |
Guaranteed Payouts. No guaranteed payouts on performance-based equity compensation (except for upon death or disability)
|
|
|
|
| |
Clawback Policy. The Company’s short- and long-term incentive awards are subject to clawback provisions
|
| | | | |
|
| |
Dividends on Unvested Shares. No dividend payments on time- or performance-based restricted stock awards until they vest
|
|
|
|
| |
Stock Ownership Requirements. Our executives are required to maintain stock ownership measured as a multiple of base salary (5x for CEO, 3x for EVP/SVP, 1x for VP)
|
| | | | |
|
| |
Tax Gross-Ups. No tax gross-ups related to a change in control
|
|
|
|
| |
Annual Say-on-Pay. Stockholders cast an annual advisory say-on-pay vote
|
| | | | |
|
| |
Single-Trigger Change in Control. No payment of cash severance or vesting of equity awards solely upon a change in control (such benefits are provided upon a qualifying termination following a change in control)
|
|
|
|
| |
Independent Consultant. The Compensation Committee uses an independent compensation consultant and assesses independence annually
|
| | | | |
|
| |
No “Evergreen” Provisions in Omnibus Incentive Plan. We have no “evergreen” provisions in our stockholder-approved incentive plan, or our proposed amended and restated plan, that would allow continuous share pool refreshment
|
|
|
|
| |
Rigorous Targets. Performance targets are rigorous and tied to key measures of profitability and performance
|
| | | | | | | | | |
|
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Spirit AeroSystems 2023 Proxy Statement
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|
|
Program
|
| |
Metric/Input
|
| | Percentage of Component |
| |
Scale
|
| |
Rationale for Metric
|
|
|
Annual Cash Incentive —
Company Performance |
| |
Free Cash Flow*
|
| |
40%
|
| |
Threshold: ($263 million)
Target: ($188 million) Maximum: ($113 million) |
| |
Managing cash is a key priority for the Company as the commercial aviation industry continues to recover from multiple successive challenges. Our stockholders have expressed strong support for the use of incentive metrics focused on cash performance.
|
|
| EBIT* | | | 20% | | |
Threshold: $240 million
Target: $340 million Maximum: $440 million |
| | EBIT improvement supports long- and short-term goals and reflects the Company’s ability to operate profitably | | |||
| Revenue | | | 20% | | |
Threshold: $5.087 billion
Target: $5.337 billion Maximum: $5.587 billion |
| | Revenue achievement reflects our ability to deliver on commercial aircraft production rate increases | | |||
| Quality | | | 20% | | |
Threshold: 0.5
Target: 1.0 Maximum: 2.0 |
| | Quality is how our customers measure compliance with specifications and has direct financial impact. Our quality index uses key customer metrics | | |||
|
Long-Term Incentive Program
|
| |
Stock Price (Time-Based RSUs)
|
| |
50%**
|
| |
Three-year vesting period
|
| |
Promotes absolute stock price performance, executive retention by requiring continuous employment and alignment of our NEOs’ interests with those of our stockholders
|
|
| TSR (Performance-Based RSUs) | | | 50%** | | |
Threshold: 25th percentile
Target: 50th percentile Maximum: 75th percentile |
| | Promotes relative stock price performance by measuring the Company’s TSR percentile rank against its peers over a three-year performance period and alignment of our NEOs’ interests with those of our stockholders | |
|
Spirit AeroSystems 2023 Proxy Statement
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| |
37
|
|
|
■
Overall size
|
| |
■
Similarities in capital intensity
|
|
|
■
Scope of operations
|
| |
■
Stock price movement correlation
|
|
|
■
Aerospace and defense industry
|
| |
■
Industrial operations
|
|
|
■
Overlapping market competitors
|
| |
■
Domestic and international revenue mix
|
|
|
■
Executive talent competitors
|
| | | |
|
Primary Compensation Peer Group
|
| | |
Relative TSR Peer Group
|
| |||
| AAR Corp. | | | | A.O. Smith | | | Moog Inc. | |
| Arconic Corporation | | | | AAR Corp. | | | Northrop Grumman | |
| Curtiss-Wright | | | | Arconic Corporation | | | Oshkosh Corporation | |
| Hexcel Corporation | | | | Crane Co | | | Owens Corning | |
| Howmet Aerospace | | | | Curtiss-Wright | | | Parker Hannifin | |
| Huntington Ingalls | | | | Eaton Corporation | | | Parsons Corporation | |
| L3 Harris Technologies | | | | General Dynamics | | | Pentair plc | |
| Lennox International Inc. | | | | Hexcel Corporation | | | Rockwell Automation | |
| Moog Inc. | | | | Howmet Aerospace | | | Stanley Black & Decker | |
| Oshkosh Corporation | | | | Hubbell Incorporated | | | Teledyne Technologies | |
| Owens Corning | | | | Huntington Ingalls | | | Textron | |
| Parker Hannifin | | | | IDEX Corporation | | | The Timken Company | |
| Parsons Corporation | | | | Illinois Tool Works | | | Trane Technologies | |
| Textron | | | | ITT Inc. | | | TransDigm Group Incorporated | |
| TransDigm Group Incorporated | | | | L3 Harris Technologies | | | Triumph Group | |
| Triumph Group | | | | Lennox International | | | Xylem, Inc. | |
|
38
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Spirit AeroSystems 2023 Proxy Statement
|
|
|
Measure
|
| |
Weighting
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Actual Result
|
| |
Prior Year
Achievement |
| |
Assessment
|
| |
Weighted
Score |
|
|
Free Cash Flow*
|
| |
40%
|
| |
($263 million)
|
| |
($188 million)
|
| |
($113 million)
|
| |
($516 million)
|
| |
($214 million)
|
| |
Below Threshold
|
| |
0.00
|
|
|
EBIT*
|
| |
20%
|
| |
$240 million
|
| |
$340 million
|
| |
$440 million
|
| |
($295 million)
|
| |
($313 million)
|
| |
Below Threshold
|
| |
0.00
|
|
|
Revenue
|
| |
20%
|
| |
$5.087 billion
|
| |
$5.337 billion
|
| |
$5.587 billion
|
| |
$5.030 billion
|
| |
$3.953 billion
|
| |
Below Threshold
|
| |
0.00
|
|
|
Quality
|
| |
20%
|
| |
0.5
|
| |
1
|
| |
2
|
| |
0.9
|
| |
1.05
|
| |
Between Threshold
and Target |
| |
0.18
|
|
| Total Company Score | | | | | | | | | | | | | | | | | | | | | | | |
0.18
|
|
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
39
|
|
|
NEO
|
| |
Target Award
($) |
| |
Actual Award
($) |
| |
Actual as a
% of Target |
| |||||||||
|
Thomas C. Gentile III
|
| | | | 1,885,000 | | | | | | 339,300 | | | | | | 18% | | |
|
Mark J. Suchinski
|
| | | | 678,083 | | | | | | 122,055 | | | | | | 18% | | |
|
Samantha J. Marnick
|
| | | | 770,000 | | | | | | 138,600 | | | | | | 18% | | |
|
Duane F. Hawkins
|
| | | | 575,000 | | | | | | 103,500 | | | | | | 18% | | |
|
Kevin Matthies
|
| | | | 582,033 | | | | | | 104,766 | | | | | | 18% | | |
|
NEO
|
| |
Base Salary on Grant Date
($) |
| |
Target on Grant Date
(Percentage of Base Salary) (%) |
| |
2022 LTIP Grant(1)
($) |
| |||||||||
|
Thomas C. Gentile III
|
| | | | 1,300,000 | | | | | | 550 | | | | | | 7,150,000 | | |
|
Mark J. Suchinski
|
| | | | 625,000 | | | | | | 230 | | | | | | 1,437,500 | | |
|
Samantha J. Marnick
|
| | | | 700,000 | | | | | | 255 | | | | | | 1,785,000 | | |
|
Duane F. Hawkins
|
| | | | 575,000 | | | | | | 230 | | | | | | 1,322,500 | | |
|
Kevin Matthies
|
| | | | 525,000 | | | | | | 140 | | | | | | 735,000 | | |
|
40
|
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Spirit AeroSystems 2023 Proxy Statement
|
|
| | | | | | |
Threshold
|
| |
Target
|
| |
Maximum
|
|
|
Performance Goal
|
| | Percentile Ranking in Peer Group | | |
25th
|
| |
50th
|
| |
75th
|
|
|
Vesting Percentage
|
| | (% of Target Award) | | |
25%
|
| |
100%
|
| |
200%
|
|
| | | | | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
2020 PB-TSR
Actual Performance |
|
|
Performance Goal
|
| | (Percentile Ranking in Peer Group) | | |
25th
|
| |
50th
|
| |
90th
|
| |
1st
|
|
|
Vesting Percentage
|
| | (% of Target Award) | | |
25%
|
| |
100%
|
| |
200%
|
| |
0%
|
|
| | | | | | |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
2019 PB-FCF
Actual Performance |
|
|
Performance Goal
|
| | FCF Percentage* | | |
7.0%
|
| |
7.75%
|
| |
9.0%
|
| |
(12.87%)
|
|
|
Vesting Percentage
|
| | (% of Target Award) | | |
25%
|
| |
100%
|
| |
200%
|
| |
0%
|
|
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
41
|
|
|
Thomas C. Gentile III,
President and CEO |
| | | |
|
2022 Compensation
|
| |
Changes During 2022
|
| |
Changes For 2023*
|
|
|
SALARY
$1,300,000 |
| |
SALARY
No change |
| |
SALARY
No change |
|
|
ANNUAL CASH INCENTIVE
145% target |
| |
ANNUAL CASH INCENTIVE
No change to target |
| |
ANNUAL CASH INCENTIVE
No change to target |
|
|
LONG-TERM INCENTIVE
550% target |
| |
LONG-TERM INCENTIVE
No change to target |
| |
LONG-TERM INCENTIVE
No change to target |
|
|
Mark J. Suchinski,
SVP and CFO |
| | | |
|
2022 Compensation
|
| |
Changes During 2022
|
| |
Changes For 2023*
|
|
|
SALARY
$619,863 |
| |
SALARY
Increased from $550,000 to $625,000 |
| |
SALARY
No change |
|
|
ANNUAL CASH INCENTIVE
110% target |
| |
ANNUAL CASH INCENTIVE
Increased from 100% to 110% |
| |
ANNUAL CASH INCENTIVE
No change to target |
|
|
LONG-TERM INCENTIVE
230% target |
| |
LONG-TERM INCENTIVE
Increased from 220% to 230% |
| |
LONG-TERM INCENTIVE
No change to target |
|
|
Samantha J. Marnick,
EVP, COO, and President, Commercial |
| | | |
|
2022 Compensation
|
| |
Changes During 2022
|
| |
Changes For 2023*
|
|
|
SALARY
$700,000 |
| |
SALARY
No change |
| |
SALARY
No change |
|
|
ANNUAL CASH INCENTIVE
110% target |
| |
ANNUAL CASH INCENTIVE
No change to target |
| |
ANNUAL CASH INCENTIVE
No change to target |
|
|
LONG-TERM INCENTIVE
255% target |
| |
LONG-TERM INCENTIVE
No change to target |
| |
LONG-TERM INCENTIVE
No change to target |
|
|
42
|
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Spirit AeroSystems 2023 Proxy Statement
|
|
|
Duane F. Hawkins,
EVP and President, Defense & Space |
| | | |
|
2022 Compensation
|
| |
Changes During 2022
|
| |
Changes For 2023*
|
|
|
SALARY
$575,000 |
| |
SALARY
No change |
| |
SALARY
No change |
|
|
ANNUAL CASH INCENTIVE
100% target |
| |
ANNUAL CASH INCENTIVE
No change to target |
| |
ANNUAL CASH INCENTIVE
No change to target while in role* |
|
|
LONG-TERM INCENTIVE
230% target at time of grant |
| |
LONG-TERM INCENTIVE
No change to target |
| |
LONG-TERM INCENTIVE
No change to target |
|
|
Kevin Matthies,
SVP, Boeing Programs |
| | | |
|
2022 Compensation
|
| |
Changes During 2022
|
| |
Changes For 2023
|
|
|
SALARY
$554,315 |
| |
SALARY
Increased from $525,000 to $575,000* |
| |
Mr. Matthies separated from the Company effective as of January 26, 2023
|
|
|
ANNUAL CASH INCENTIVE
105% target |
| |
ANNUAL CASH INCENTIVE
No change to target |
| | | |
|
LONG-TERM INCENTIVE
165% target |
| |
LONG-TERM INCENTIVE
Increased from 140% to 165% |
| | | |
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
43
|
|
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44
|
| |
Spirit AeroSystems 2023 Proxy Statement
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|
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Spirit AeroSystems 2023 Proxy Statement
|
| |
45
|
|
|
Benefit/Perquisite
|
| |
Explanation
|
|
| Retirement and Savings Plan (the “RSP”) | | |
■
The RSP is a tax-qualified defined contribution plan for certain eligible salaried employees. The Company makes both matching and non-matching contributions under the RSP.
■
Matching: The Company matches 75% of the employee’s contributions up to a maximum of 6% of the employee’s base pay (provided the employee contributes 8%). The matching contributions are immediately 100% vested.
■
Non-Matching: The Company makes a non-matching contribution following the end of each calendar year based on an employee’s age and vesting service, provided that the employee is employed by the Company on December 31 of the applicable year and has earned a year of vesting service. If age-plus vesting service totals less than 60, employees receive a contribution equal to 1.5% of base salary; if age-plus vesting service totals at least 60 but less than 80, employees receive a contribution equal to 3% of base salary; and if age-plus vesting service totals 80 or more, employees receive a contribution equal to 4.5% of base salary. These contributions are 25% vested at two years, 50% vested at three years, 75% vested at four years, and 100% vested at five years of vesting service.
|
|
| Deferred Compensation Plan (the “DCP”) | | |
This nonqualified plan allows eligible Company employees, including each of our NEOs, to defer receipt of a portion of their base salary or ACI. In addition, the DCP allows for matching and discretionary contributions by the Company into a separate account in the DCP. Deferred amounts and matching or discretionary Company contributions are credited with a rate of return equal to 120% of the applicable federal long-term rate for October of the prior fiscal year. For 2022, the interest crediting rate is 2.09%.
|
|
|
Perquisite Allowance Plan
|
| |
The Board approved an amended version of the Company’s Perquisite Allowance Plan (the “Perquisite Plan”) in October 2022. Under the Perquisite Plan, the CEO receives an annual allowance of $25,000, while the other NEOs receive an annual allowance of $13,000. Participants may select the perquisite items to be funded from their allowances in accordance with an exclusive list set forth in the Perquisite Plan. Any portion of a participant’s annual allowance not used by the end of the applicable calendar year is forfeited except upon a qualifying termination in connection with a change in control. See “Potential Payments Upon Termination or Change in Control.”
|
|
|
Personal Corporate Aircraft Use
|
| |
For security reasons, the Company’s CEO and COO are authorized to use the corporate aircraft for a limited amount of personal travel. Mr. Gentile is authorized to use the aircraft for 70 personal hours annually and Ms. Marnick is authorized to use the aircraft for 25 personal hours annually (in each case, without regard to deadhead or ferry flights). The other NEOs may not use the corporate aircraft for personal travel unless approved by the CEO. No tax gross-ups are provided for this benefit.
|
|
| Relocation Benefits | | | While we provide relocation assistance to employees including NEOs, no such benefits were provided to NEOs in 2022. | |
| Post-Retirement Medical Coverage | | |
The Company has two programs for post-retirement medical coverage. Under the first program, benefits are available to employees who were previously Boeing employees and who retire from the Company between the ages of 62 and 65 (and who meet certain other requirements). Under the second program, benefits are available to (i) employees who retire from the Company at age 55 or later with 10 years of service, and (ii) employees who retire from the Company at age 60 or later with five years of service. Under either program, benefits cease at age 65. Other than Mr. Hawkins, none of our NEOs are currently eligible for coverage under either program.
|
|
| Other | | | Other perquisites provided include an annual physical exam for our CEO, ground transportation services for our CEO for security purposes and efficiency, IT home services, and home security services. | |
|
46
|
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Spirit AeroSystems 2023 Proxy Statement
|
|
|
Officer Level
|
| |
Target Level
(Multiple of Annual Base Salary) |
|
| Chief Executive Officer | | |
5x
|
|
|
Executive Vice Presidents/Senior Vice Presidents
|
| |
3x
|
|
| Vice Presidents | | |
1x
|
|
|
Spirit AeroSystems 2023 Proxy Statement
|
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47
|
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary(2)
($) |
| |
Stock
Awards(3) ($) |
| |
Non-Equity
Incentive Plan Compensation(4) ($) |
| |
All Other
Compensation(5) ($) |
| |
Total
($) |
| ||||||||||||||||||
|
Thomas C. Gentile III
President and CEO |
| | | | 2022 | | | | | | 1,300,000 | | | | | | 9,163,814 | | | | | | 339,300 | | | | | | 925,786 | | | | | | 11,728,900 | | |
| | | 2021 | | | | | | 1,297,863 | | | | | | 7,150,071 | | | | | | 1,497,053 | | | | | | 904,951 | | | | | | 10,849,938 | | | |||
| | | 2020 | | | | | | 1,108,552 | | | | | | 7,150,082 | | | | | | 1,410,494 | | | | | | 785,222 | | | | | | 10,454,350 | | | |||
|
Mark J. Suchinski
SVP and CFO |
| | | | 2022 | | | | | | 619,863 | | | | | | 1,842,410 | | | | | | 122,055 | | | | | | 37,939 | | | | | | 2,622,267 | | |
| | | 2021 | | | | | | 528,767 | | | | | | 1,050,065 | | | | | | 427,839 | | | | | | 44,696 | | | | | | 2,051,367 | | | |||
| | | 2020 | | | | | | 414,481 | | | | | | 875,064 | | | | | | 363,696 | | | | | | 42,311 | | | | | | 1,695,552 | | | |||
|
Samantha J. Marnick(1)
EVP; COO; and President, Commercial |
| | | | 2022 | | | | | | 700,000 | | | | | | 2,287,789 | | | | | | 138,600 | | | | | | 273,458 | | | | | | 3,399,847 | | |
| | | 2021 | | | | | | 659,529 | | | | | | 1,495,040 | | | | | | 547,917 | | | | | | 246,436 | | | | | | 2,948,922 | | | |||
| | | 2020 | | | | | | 493,025 | | | | | | 1,182,567 | | | | | | 442,799 | | | | | | 146,949 | | | | | | 2,265,340 | | | |||
|
Duane F. Hawkins(1)
EVP; President, Defense & Space |
| | | | 2022 | | | | | | 575,000 | | | | | | 1,695,047 | | | | | | 103,500 | | | | | | 34,904 | | | | | | 2,408,451 | | |
| | | 2021 | | | | | | 544,203 | | | | | | 1,230,518 | | | | | | 440,328 | | | | | | 35,483 | | | | | | 2,250,532 | | | |||
| | | 2020 | | | | | | 456,212 | | | | | | 1,230,597 | | | | | | 400,326 | | | | | | 40,904 | | | | | | 2,128,039 | | | |||
|
Kevin Matthies(1)
SVP, Boeing Programs |
| | | | 2022 | | | | | | 554,315 | | | | | | 942,031 | | | | | | 104,766 | | | | | | 82,575 | | | | | | 1,683,687 | | |
| | | 2021 | | | | | | 505,479 | | | | | | 700,058 | | | | | | 407,372 | | | | | | 60,688 | | | | | | 1,673,597 | | |
|
48
|
| |
Spirit AeroSystems 2023 Proxy Statement
|
|
|
Name
|
| |
Life
Insurance(1) ($) |
| |
Financial
and Tax Services(2) ($) |
| |
Personal
Aircraft Usage(3) ($) |
| |
Personal
Travel Expenses(4) ($) |
| |
Deferred
Compensation Plan Contributions(5) ($) |
| |
Company
Contributions Under Tax- Qualified Defined Contribution Plan(6) ($) |
| |
Other(7)
($) |
| |
Total
($) |
| ||||||||||||||||||||||||
|
Thomas C. Gentile III
|
| | | | 864 | | | | | | 14,615 | | | | | | 267,215 | | | | | | 8,632 | | | | | | 600,000 | | | | | | 24,075 | | | | | | 10,385 | | | | | | 925,786 | | |
|
Mark J. Suchinski
|
| | | | 864 | | | | | | | | | | | | | | | | | | 13,000 | | | | | | | | | | | | 24,075 | | | | | | | | | | | | 37,939 | | |
|
Samantha J. Marnick
|
| | | | 864 | | | | | | | | | | | | 30,269 | | | | | | | | | | | | 200,000 | | | | | | 29,325 | | | | | | 13,000 | | | | | | 273,458 | | |
|
Duane F. Hawkins
|
| | | | 864 | | | | | | 13,000 | | | | | | | | | | | | | | | | | | | | | | | | 21,040 | | | | | | | | | | | | 34,904 | | |
|
Kevin Matthies
|
| | | | 864 | | | | | | | | | | | | 13,995 | | | | | | 4,518 | | | | | | 27,716 | | | | | | 27,000 | | | | | | 8,482 | | | | | | 82,575 | | |
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
49
|
|
| | | | | | | | | |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards |
| |
Estimated Future Payouts
Under Equity Incentive Plan Awards |
| |
All Other
Stock Awards |
| | | | | | | |||||||||||||||||||||||||||||||||
|
Name
|
| |
Grant Date
|
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |
Number
of Shares of Stock (#) |
| |
Grant Date Fair
Value of Stock Awards ($) |
| |||||||||||||||||||||||||||
| Thomas C. Gentile III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ACI(1)
|
| | | | | | | | | | 94,250 | | | | | | 1,885,000 | | | | | | 3,770,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 72,384 | | | | | | 3,575,046 | | |
|
PB-TSR(3)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | 18,096 | | | | | | 72,384 | | | | | | 144,768 | | | | | | | | | | | | 5,588,769 | | |
| Mark J. Suchinski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ACI(1)
|
| | | | | | | | | | 33,904 | | | | | | 678,082 | | | | | | 1,356,164 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,553 | | | | | | 718,773 | | |
|
PB-TSR(3)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | 3,638 | | | | | | 14,553 | | | | | | 29,106 | | | | | | | | | | | | 1,123,637 | | |
| Samantha J. Marnick | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ACI(1)
|
| | | | | | | | | | 38,500 | | | | | | 770,000 | | | | | | 1,540,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 18,071 | | | | | | 892,527 | | |
|
PB-TSR(3)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | 4,518 | | | | | | 18,071 | | | | | | 36,142 | | | | | | | | | | | | 1,395,262 | | |
| Duane F. Hawkins | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ACI(1)
|
| | | | | | | | | | 28,750 | | | | | | 575,000 | | | | | | 1,150,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 13,389 | | | | | | 661,283 | | |
|
PB-TSR(3)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | 3,347 | | | | | | 13,389 | | | | | | 26,778 | | | | | | | | | | | | 1,033,765 | | |
| Kevin Matthies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
ACI(1)
|
| | | | | | | | | | 29,102 | | | | | | 582,031 | | | | | | 1,164,062 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,441 | | | | | | 367,511 | | |
|
PB-TSR(3)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | | | | | | | 1,860 | | | | | | 7,441 | | | | | | 14,882 | | | | | | | | | | | | 574,520 | | |
|
50
|
| |
Spirit AeroSystems 2023 Proxy Statement
|
|
| | | |
Stock Awards
|
| |||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| |||||||||||||||
| Thomas C. Gentile III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(1)
|
| | | | 2/7/2022 | | | | | | 72,384 | | | | | | 2,142,566 | | | | | | | | | | | | | | |
|
PB-TSR(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | 18,096 | | | | | | 535,642 | | |
|
RSU(3)
|
| | | | 2/26/2021 | | | | | | 66,776 | | | | | | 1,976,570 | | | | | | | | | | | | | | |
|
PB-TSR(4)
|
| | | | 2/26/2021 | | | | | | | | | | | | | | | | | | 11,848 | | | | | | 350,701 | | |
| RS(5) | | | |
|
3/4/2020
|
| | | |
|
28,089
|
| | | |
|
831,434
|
| | | | | | | | | | | | | |
| Mark J. Suchinski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(1)
|
| | | | 2/7/2022 | | | | | | 14,553 | | | | | | 430,769 | | | | | | | | | | | | | | |
|
PB-TSR(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | 3,638 | | | | | | 107,685 | | |
|
RSU(3)
|
| | | | 2/26/2021 | | | | | | 9,806 | | | | | | 290,258 | | | | | | | | | | | | | | |
|
PB-TSR(4)
|
| | | | 2/26/2021 | | | | | | | | | | | | | | | | | | 1,740 | | | | | | 51,504 | | |
| RS(5) | | | |
|
3/4/2020
|
| | | |
|
3,437
|
| | | |
|
101,735
|
| | | | | | | | | | | | | |
| Samantha J. Marnick | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(1)
|
| | | | 2/7/2022 | | | | | | 18,071 | | | | | | 534,902 | | | | | | | | | | | | | | |
|
PB-TSR(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | 4,518 | | | | | | 133,733 | | |
|
RSU(3)
|
| | | | 2/26/2021 | | | | | | 13,962 | | | | | | 413,275 | | | | | | | | | | | | | | |
|
PB-TSR(4)
|
| | | | 2/26/2021 | | | | | | | | | | | | | | | | | | 2,477 | | | | | | 73,319 | | |
| RS(5) | | | |
|
3/4/2020
|
| | | |
|
4,645
|
| | | |
|
137,492
|
| | | | | | | | | | | | | |
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
51
|
|
| | | |
Stock Awards
|
| |||||||||||||||||||||||||||
|
Name
|
| |
Grant
Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market Value
of Shares or Units of Stock That Have Not Vested ($) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) |
| |
Equity Incentive Plan
Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
| |||||||||||||||
| Duane F. Hawkins | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(1)
|
| | | | 2/7/2022 | | | | | | 12,957 | | | | | | 383,527 | | | | | | | | | | | | | | |
|
PB-TSR(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | 3,347 | | | | | | 99,071 | | |
|
RSU(3)
|
| | | | 2/26/2021 | | | | | | 11,122 | | | | | | 329,211 | | | | | | | | | | | | | | |
|
PB-TSR(4)
|
| | | | 2/26/2021 | | | | | | | | | | | | | | | | | | 2,039 | | | | | | 60,354 | | |
|
RS(5)
|
| | |
|
3/4/2020
|
| | | |
|
2,689
|
| | | |
|
79,594
|
| | | | | | | | | | | | | |
| Kevin Matthies(6) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RSU(1)
|
| | | | 2/7/2022 | | | | | | 7,441 | | | | | | 220,254 | | | | | | | | | | | | | | |
|
PB-TSR(2)
|
| | | | 2/7/2022 | | | | | | | | | | | | | | | | | | 1,860 | | | | | | 55,056 | | |
|
RSU(3)
|
| | | | 2/26/2021 | | | | | | 6,538 | | | | | | 193,525 | | | | | | | | | | | | | | |
|
PB-TSR(4)
|
| | | | 2/26/2021 | | | | | | | | | | | | | | | | | | 1,160 | | | | | | 34,336 | | |
|
RS(5)
|
| | |
|
3/4/2020
|
| | | |
|
2,324
|
| | | |
|
68,790
|
| | | | | | | | | | | | | |
|
52
|
| |
Spirit AeroSystems 2023 Proxy Statement
|
|
|
Name
|
| |
Grant Date
|
| |
Vesting Date
|
| |
Number of Shares
Acquired on Vesting (#) |
| |
Value Realized
on Vesting ($) |
| ||||||||||||
| Thomas C. Gentile III | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RS(1)
|
| | | | 2/6/2019 | | | | | | 2/6/2022 | | | | | | 15,530 | | | | | | 723,077 | | |
|
RS(2)
|
| | | | 3/4/2020 | | | | | | 3/4/2022 | | | | | | 28,089 | | | | | | 1,195,749 | | |
|
RS(3)
|
| | | | 2/26/2021 | | | | | | 2/26/2022 | | | | | | 33,388 | | | | | | 1,692,438 | | |
| TOTAL | | | | | | | | | | | | | | | | | 77,007 | | | | | | 3,611,263 | | |
| Mark J. Suchinski | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RS(1)
|
| | | | 2/6/2019 | | | | | | 2/6/2022 | | | | | | 941 | | | | | | 43,813 | | |
|
RS(2)
|
| | | | 3/4/2020 | | | | | | 3/4/2022 | | | | | | 3,438 | | | | | | 146,356 | | |
|
RS(3)
|
| | | | 2/26/2021 | | | | | | 2/26/2022 | | | | | | 4,904 | | | | | | 248,584 | | |
| TOTAL | | | | | | | | | | | | | | | | | 9,283 | | | | | | 438,752 | | |
| Samantha J. Marnick | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RS(1)
|
| | | | 2/6/2019 | | | | | | 2/6/2022 | | | | | | 2,568 | | | | | | 119,566 | | |
|
RS(2)
|
| | | | 3/4/2020 | | | | | | 3/4/2022 | | | | | | 4,646 | | | | | | 197,780 | | |
|
RS(3)
|
| | | | 2/26/2021 | | | | | | 2/26/2022 | | | | | | 6,982 | | | | | | 353,918 | | |
| TOTAL | | | | | | | | | | | | | | | | | 14,196 | | | | | | 671,264 | | |
| Duane F. Hawkins | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RS(1)
|
| | | | 2/6/2019 | | | | | | 2/6/2022 | | | | | | 1,487 | | | | | | 69,235 | | |
|
RS(2)
|
| | | | 3/4/2020 | | | | | | 3/4/2022 | | | | | | 2,690 | | | | | | 114,513 | | |
|
RS(3)
|
| | | | 2/26/2021 | | | | | | 2/26/2022 | | | | | | 5,561 | | | | | | 281,887 | | |
|
RSUs(4)
|
| | | | 2/7/2022 | | | | | | 2/7/2022 | | | | | | 432 | | | | | | 11,530 | | |
| TOTAL | | | | | | | | | | | | | | | | | 10,170 | | | | | | 477,165 | | |
| Kevin Matthies | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RS(1)
|
| | | | 2/6/2019 | | | | | | 2/6/2022 | | | | | | 1,082 | | | | | | 50,378 | | |
|
RS(2)
|
| | | | 3/4/2020 | | | | | | 3/4/2022 | | | | | | 2,324 | | | | | | 98,933 | | |
|
RS(3)
|
| | | | 2/26/2021 | | | | | | 2/26/2022 | | | | | | 3,269 | | | | | | 165,706 | | |
| TOTAL | | | | | | | | | | | | | | | | | 6,675 | | | | | | 315,016 | | |
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
53
|
|
|
Name
|
| |
Plan
|
| |
Executive
Contributions in Last FY(1) ($) |
| |
Registrant
Contributions in Last FY(2) ($) |
| |
Aggregate
Earnings in Last FY(3) ($) |
| |
Aggregate
Withdrawals/ Distributions ($) |
| |
Aggregate
Balance at Last FYE ($) |
| |||||||||||||||
|
Thomas C. Gentile III
|
| | | | DCP | | | | | | | | | | | | 600,000 | | | | | | 72,614 | | | | | | | | | 3,848,510(4) | | |
|
Samantha J. Marnick
|
| | | | DCP | | | | | | | | | | | | 200,000 | | | | | | 17,656 | | | | | | | | | 962,938(5) | | |
|
Kevin Matthies
|
| | | | DCP | | | | | | 15,000 | | | | | | 27,716 | | | | | | 6,208 | | | | | | | | | 332,846(6) | | |
|
Name
|
| |
Severance(1)
($) |
| |
RSUs and
RS(2) ($) |
| |
PB-TSR and
PB-FCF(3) ($) |
| |
Cash Award
under LTIP(4) ($) |
| |
Perquisite
Plan(5) ($) |
| |
Other(6)
($) |
| |
Total(7)
($) |
| |||||||||||||||||||||
| Thomas C. Gentile III | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Termination without Cause
|
| | | | 1,300,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 17,316 | | | | | | 1,317,316 | | |
|
Change in Control and Qualifying Termination
|
| | | | 1,300,000 | | | | | | 4,950,570 | | | | | | | | | | | | 7,150,000 | | | | | | 25,000 | | | | | | 17,316 | | | | | | 13,442,886 | | |
|
Death or Disability
|
| | | | | | | | | | 4,950,570 | | | | | | 3,917,809 | | | | | | | | | | | | | | | | | | | | | | | | 8,868,379 | | |
| Mark J. Suchinski | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Termination without Cause
|
| | | | 625,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,658 | | | | | | 633,658 | | |
|
Change in Control and Qualifying Termination
|
| | | | 625,000 | | | | | | 822,762 | | | | | | | | | | | | 1,437,500 | | | | | | 13,000 | | | | | | 8,658 | | | | | | 2,906,920 | | |
|
Death or Disability
|
| | | | | | | | | | 822,762 | | | | | | 558,554 | | | | | | | | | | | | | | | | | | | | | | | | 1,381,316 | | |
| Samantha J. Marnick | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Change in Control and Qualifying Termination
|
| | | | | | | | | | 1,085,669 | | | | | | | | | | | | 1,785,000 | | | | | | 13,000 | | | | | | | | | | | | 2,883,669 | | |
|
Death or Disability
|
| | | | | | | | | | 1,085,669 | | | | | | 755,226 | | | | | | | | | | | | | | | | | | | | | | | | 1,840,895 | | |
|
54
|
| |
Spirit AeroSystems 2023 Proxy Statement
|
|
|
Name
|
| |
Severance(1)
($) |
| |
RSUs and
RS(2) ($) |
| |
PB-TSR and
PB-FCF(3) ($) |
| |
Cash Award
under LTIP(4) ($) |
| |
Perquisite
Plan(5) ($) |
| |
Other(6)
($) |
| |
Total(7)
($) |
| |||||||||||||||
| Duane F. Hawkins(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Termination without Cause
|
| | | | | | | 792,333 | | | | | | | | | | | | | | | | | | | | | | | | | | | 792,333 | | |
|
Change in Control and Qualifying Termination
|
| | | | | | | 792,333 | | | | | | | | | | | | 1,322,500 | | | | | | 13,000 | | | | | | | | | 2,127,833 | | |
|
Death or Disability
|
| | | | | | | 792,333 | | | | | | 683,474 | | | | | | | | | | | | | | | | | | | | | 1,475,807 | | |
|
Qualifying Retirement/Retirement
|
| | | | | | | 792,333 | | | | | | | | | | | | | | | | | | | | | | | | | | | 792,333 | | |
| Kevin Matthies(8) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Change in Control and Qualifying Termination
|
| | | | | | | 482,569 | | | | | | | | | | | | 948,750 | | | | | | 13,000 | | | | | | | | | 1,444,319 | | |
|
Death or Disability
|
| | | | | | | 482,569 | | | | | | 352,658 | | | | | | | | | | | | | | | | | | | | | 835,227 | | |
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
55
|
|
|
56
|
| |
Spirit AeroSystems 2023 Proxy Statement
|
|
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
57
|
|
|
58
|
| |
Spirit AeroSystems 2023 Proxy Statement
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|
|
Spirit AeroSystems 2023 Proxy Statement
|
| |
59
|
|
| Year | | | Summary Compensation Table Total for CEO(1) ($) | | | Compensation Actually Paid to CEO(2) ($) | | | Average Summary Compensation Table Total for non-CEO NEOs(3) ($) | | | Average Compensation Actually Paid to non-CEO NEOs(4) ($) | | | Value of Initial Fixed $100 Investment Based On | | | Net Income/ (Loss) ($) | | | Revenue | | |||
| TSR ($) | | | Proxy Peer Group TSR ($)(5) | | |||||||||||||||||||||
| 2022 | | | 11,728,900 | | | 3,671,803 | | | 2,528,563 | | | 1,136,026 | | | 40.76 | | | 111.54 | | | (545.7) | | | 5,029.6 | |
| 2021 | | | 10,849,938 | | | 10,160,755 | | | 2,231,105 | | | 2,120,485 | | | 59.28 | | | 95.03 | | | (540.8) | | | 3,953.0 | |
| 2020 | | | 10,454,350 | | | 4,724,127 | | | 2,029,643 | | | 1,135,211 | | | 53.73 | | | 83.94 | | | (870.3) | | | 3,404.8 | |
| | | | | | | | | | | | | | | | Equity Award Adjustments | | | | | | | | |||||||||||||||||||||
| Year | | | Summary Compensation Table Total ($) | | | Value of Equity Awards Reported in Summary Compensation Table ($) | | | Year End Fair Value of Equity Awards Granted in the Year ($) | | | Change in Fair Value Equity Awards Granted in Prior Years that are Unvested at Year End ($) | | | Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected ($) | | | Total Compensation Actually Paid ($) | | |||||||||||||||||||||
| 2022 | | | | | 11,728,900 | | | | | | (9,163,814) | | | | | | 4,112,135 | | | | | | (3,297,638) | | | | | | 287,202 | | | | | | 5,017 | | | | | | 3,671,803 | | |
| 2021 | | | | | 10,849,938 | | | | | | (7,150,071) | | | | | | 7,078,014 | | | | | | (811,027) | | | | | | 187,026 | | | | | | 6,875 | | | | | | 10,160,755 | | |
| 2020 | | | | | 10,454,350 | | | | | | (7,150,082) | | | | | | 4,650,803 | | | | | | (3,075,977) | | | | | | (160,141) | | | | | | 5,173 | | | | | | 4,724,127 | | |
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| | | | | | | | | | | | | | | | | | | | | | Equity Award Adjustments | | | | | | | | |||||||||||||||
| Year | | | Average Summary Compensation Table Total ($) | | | Average Value of Equity Awards Reported in Summary Compensation Table ($) | | | Average Year End Fair Value of Equity Awards Granted in the Year(a) ($) | | | Average Change in Fair Value Equity Awards Granted in Prior Years that are Unvested at Year End ($) | | | Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | | | Average Value of Dividends or other Earnings Paid on Stock Awards not Otherwise Reflected ($) | | | Average Total Compensation Actually Paid ($) | | |||||||||||||||||||||
| 2022 | | | | | 2,528,563 | | | | | | (1,691,819) | | | | | | 755,984 | | | | | | (499,663) | | | | | | 42,155 | | | | | | 807 | | | | | | 1,136,026 | | |
| 2021 | | | | | 2,231,105 | | | | | | (1,119,045) | | | | | | 1,101,665 | | | | | | (116,660) | | | | | | 22,464 | | | | | | 957 | | | | | | 2,120,485 | | |
| 2020 | | | | | 2,029,643 | | | | | | (1,096,076) | | | | | | 629,111 | | | | | | (383,566) | | | | | | (44,566) | | | | | | 665 | | | | | | 1,135,211 | | |
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PROPOSAL 4
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APPROVAL OF AMENDED AND RESTATED 2014
OMNIBUS INCENTIVE PLAN |
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64
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65
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66
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67
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68
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Name and Position
|
| |
Grant Date
Fair Value(1) ($) |
| |
Number of
Shares (#) |
| ||||||
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Thomas C. Gentile III,
President and CEO |
| | | | 10,725,137 | | | | | | 217,152 | | |
|
Mark J. Suchinski,
SVP and CFO |
| | | | 2,156,318 | | | | | | 43,659 | | |
|
Samantha J. Marnick,
EVP; COO; and President Commercial |
| | | | 2,677,580 | | | | | | 54,213 | | |
|
Duane F. Hawkins,
EVP; President, Defense & Space |
| | | | 1,983,848 | | | | | | 40,167 | | |
|
Kevin Matthies,
SVP, Boeing Programs |
| | | | 1,102,533 | | | | | | 22,323 | | |
| Executive officers as a group (12 individuals)(2) | | | |
|
16,121,738
|
| | | |
|
328,344
|
| |
|
Non-employee directors as a group (10 individuals)
|
| | | | 2,187,412 | | | | | | 67,611 | | |
|
Non-executive officer employees as a group (i.e. all employees, including consultants and advisors,
other than the executive officers listed in this table) |
| | |
|
22,312,503
|
| | | |
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550,426
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| |
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Plan Category
|
| |
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) |
| |
Weighted-
Average Exercise Price of Outstanding Options, Warrants and Rights (b) |
| |
Number of
Securities Remaining Available for Future Issuances Under the Equity Compensation Plans (Excluding Securities Reflected in Column(a)) (c) |
| |||||||||
| Restricted Stock Awards | | | | | | | | | | | | | | | | | | | |
|
Equity compensation plans approved by security holders(1)(2)
|
| | | | —(3) | | | | | $ | — | | | | | | 2,583,546 (5) | | |
|
Equity compensation plans not approved by security holders(2)
|
| | | | —(4) | | | | | $ | — | | | | | | — | | |
|
Total
|
| | | | — | | | | | $ | — | | | | | | 2,583,546 | | |
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Voting Standard
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| | The Amended and Restated Omnibus Plan becomes effective on its approval by our stockholders. The affirmative vote of a majority of stockholders present, in person or by proxy, will constitute the stockholders’ non-binding approval with respect to this Proposal 4. A stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to Proposal 4. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on this Proposal 4. | | |
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PROPOSAL 5
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RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
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| |
Voting Standard
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| |
| | The affirmative vote of a majority of stockholders present, in person or by proxy, will constitute the stockholders’ non-binding approval with respect to this Proposal 5. A stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN” with respect to this Proposal 5. Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on this Proposal 5. Proposal 5 is considered a routine matter under NYSE rules. As a result, brokers who do not receive voting instructions generally may vote on Proposal 5 in their discretion. Unless otherwise instructed, the proxy holders will vote proxies received by them “FOR” the proposal. | | |
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December 31,
|
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|
(Dollars in thousands)
|
| |
2022
($) |
| |
2021
($) |
| ||||||
|
Audit Fees(1)
|
| | |
|
4,882.5
|
| | | |
|
4,697.0
|
| |
| Audit-Related Fees(2) | | | |
|
249.0
|
| | | |
|
196.9
|
| |
| Tax Fees(3) | | | |
|
3.4
|
| | | |
|
6.0
|
| |
| All Other Fees(4) | | | |
|
—
|
| | | |
|
109.2
|
| |
| TOTAL | | | | | 5,134.9 | | | | | | 5,009.1 | | |
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74
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75
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76
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77
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78
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80
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| | | |
Fiscal Year Ended
December 31, |
| |
As a Percentage of Revenue
(FCF Percentage) |
| ||||||||||||||||||||||||||||||
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($ in millions)
|
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2022
|
| |
2021
|
| |
2020
|
| |
2022
|
| |
2021
|
| |
2020
|
| ||||||||||||||||||
|
Cash from Operating Activities
|
| | |
|
(395)
|
| | | |
|
(63)
|
| | | |
|
(745)
|
| | | | | | | | | | | | | | | | | | | |
|
Capital Expenditures
|
| | | | (122) | | | | | | (151) | | | | | | (119) | | | | | | | | | | | | | | | | | | | | |
|
FCF
|
| | |
|
(516)
|
| | | |
|
(214)
|
| | | |
|
(864)
|
| | | | | * | | | | | | * | | | | | | * | | |
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82
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($ in millions)
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2022
|
| |
2021
|
| ||||||
| Loss before income taxes and equity in net loss of affiliates | | | | | (539) | | | | | | (555) | | |
| Interest expense and financing fee amortization | | | | | (244) | | | | | | (242) | | |
|
EBIT
|
| | |
|
(295)
|
| | | |
|
(313)
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83
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84
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85
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86
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87
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88
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89
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90
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91
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92
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93
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94
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95
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96
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97
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98
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99
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100
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101
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102
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103
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104
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105
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106
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107
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108
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