Form 4: Boeing Director Akhil Johri Acquires Additional Phantom Stock Units as Deferred Compensation

Boeing Director Akhil Johri has acquired 423.998 phantom stock units as part of his deferred compensation plan, further aligning his interests with shareholders.

Summary

• Akhil Johri, a Director of The Boeing Co (BA), acquired 423.998 phantom stock units.
• The transaction occurred on July 1, 2025.
• These phantom stock units were awarded in lieu of director cash compensation.
• The units are convertible into common stock on a 1-for-1 basis.
• Following this transaction, Akhil Johri beneficially owns a total of 10,077.852 derivative securities, specifically phantom stock units.
• The phantom stock units will be distributed as shares of common stock after Johri's termination of services as a director, in accordance with The Deferred Compensation Plan for Directors of The Boeing Company.

Sentiment

Score: 6

Explanation: Slightly positive. While a routine compensation filing, the acquisition of additional equity-linked units by a director generally signals alignment of interests with shareholders and confidence in the company's future, even if it's part of a compensation plan rather than an open market purchase.

Positives

• The acquisition of phantom stock units by a director aligns their financial interests with those of shareholders, as the value of these units is directly tied to the company's stock performance.
• The use of equity-based compensation for directors is a common and often viewed as a positive practice that can incentivize long-term value creation and responsible corporate governance.

Future Outlook

Phantom stock units acquired by Director Akhil Johri will be distributed as shares of Boeing common stock after his termination of services as a director, in accordance with The Deferred Compensation Plan for Directors.

Management Comments

• Phantom stock units are convertible into common stock on a 1-for-1 basis.
• Phantom stock units awarded or acquired in lieu of director cash compensation.
• Pursuant to The Deferred Compensation Plan for Directors of The Boeing Company, phantom stock units are distributed as shares of common stock after the reporting person's termination of services as a director.

Industry Context

This transaction reflects a standard practice within large publicly traded companies, particularly in the aerospace and defense sector, where director compensation often includes equity-linked instruments like phantom stock units. This approach aims to align the interests of directors with long-term shareholder value, a common governance trend across industries.

Comparison to Industry Standards

• The practice of compensating directors with equity or equity-linked instruments, such as phantom stock units, is a widely adopted standard among major corporations globally, including peers in the aerospace industry like Airbus SE, Lockheed Martin Corporation, and Raytheon Technologies Corporation.
• This method of compensation is considered a best practice for corporate governance, as it directly ties director incentives to the company's stock performance, fostering a long-term perspective on value creation.
• The 1-for-1 conversion ratio of phantom stock units to common stock is typical for such plans, ensuring direct alignment with the underlying share value.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director Akhil Johri from The Boeing Company constitutes a related party transaction, as it involves a transaction between the company and one of its key management personnel.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with shareholders, potentially fostering decisions that enhance long-term stock value. However, the eventual conversion of phantom units to common stock will result in minor dilution.
• Director (Akhil Johri): Receives compensation in a form that ties his personal wealth directly to the company's performance, providing a strong incentive for effective oversight and strategic guidance.

Next Steps

• Distribution of the phantom stock units as shares of common stock to Akhil Johri upon his termination of services as a director.

Key Dates

Keywords

Boeing, BA, SEC Form 4, Insider Transaction, Phantom Stock Units, Director Compensation, Equity Compensation, Akhil Johri, Deferred Compensation