Form 4: Boeing Director Awarded 390 Phantom Stock Units

Boeing Director Mortimer J. Buckley received 390 phantom stock units as part of his compensation, aligning his interests with long-term shareholder value.

Summary

• Director Mortimer J. Buckley acquired 390 phantom stock units on October 1, 2025.
• These units were awarded in lieu of cash compensation for his services as a director.
• Each phantom stock unit is convertible into one share of Boeing common stock on a 1-for-1 basis.
• The units will be distributed as shares of common stock after Mr. Buckley's termination of services as a director, in accordance with The Deferred Compensation Plan for Directors of The Boeing Company.
• Following this transaction, Mr. Buckley directly beneficially owns 1,769.751 phantom stock units.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. This is a routine compensation event, but the use of equity aligns director interests with shareholders, which is generally viewed favorably.

Positives

• The award of phantom stock units aligns director compensation with long-term shareholder interests, as the value of the compensation is tied to the company's stock performance.
• The deferred distribution of units until service termination encourages sustained commitment and long-term strategic focus from the director.

Future Outlook

Phantom stock units are scheduled to be distributed as shares of common stock after the reporting person's termination of services as a director, aligning future payouts with long-term company performance.

Industry Context

This transaction represents a routine compensation practice for directors in large publicly traded companies, often utilizing equity-based awards to align director incentives with long-term shareholder value, common across the aerospace and defense industry.

Comparison to Industry Standards

• Equity-based compensation for non-executive directors, such as phantom stock units, is a standard practice among S&P 500 companies, including peers like Lockheed Martin (LMT) and Raytheon Technologies (RTX), to foster long-term alignment with shareholder interests.
• The deferral of stock unit distribution until termination of service is also a common governance practice, similar to deferred compensation plans seen at companies like General Dynamics (GD), encouraging sustained commitment.

Related Party Transactions

• Mortimer J. Buckley, a director, received 390 phantom stock units as compensation, which is a standard related-party transaction for director remuneration.

Stakeholder Impact

• Shareholders: Director's interests are further aligned with long-term shareholder value through equity-based compensation.
• Employees: No direct impact on general employees.

Next Steps

• Distribution of phantom stock units as common stock shares upon Mortimer J. Buckley's termination of services as a director.

Key Dates

Keywords

Boeing, BA, Mortimer J Buckley, Phantom Stock Units, Director Compensation, SEC Form 4, Insider Transaction, Equity Award