Form 4: Boeing Director Boosts Stake with Phantom Stock Units

Boeing Director Stayce D. Harris acquired 378 phantom stock units as part of her compensation, increasing her total beneficial ownership to 8,275.639 units.

Summary

• Stayce D. Harris, a Director of The Boeing Company (BA), acquired 378 phantom stock units.
• The transaction occurred on January 2, 2026.
• 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, Ms. Harris beneficially owns 8,275.639 phantom stock units.
• The phantom stock units are distributed as shares of common stock after Ms. Harris's termination of services as a director, pursuant to The Deferred Compensation Plan for Directors of The Boeing Company.

Sentiment

Score: 6

Explanation: Slightly positive, as it represents routine director compensation that aligns interests with shareholders, indicating stable corporate governance practices.

Positives

• The acquisition of phantom stock units aligns the director's financial interests with those of the shareholders, as the value of these units is tied to the company's common stock performance.
• The use of a deferred compensation plan for directors is a common corporate governance practice that can encourage long-term commitment.

Negatives

• No direct cash investment was made by the director for these units, as they were awarded in lieu of cash compensation.

Future Outlook

Phantom stock units will be distributed as shares of common stock to Stayce D. Harris after her termination of services as a director, as per The Deferred Compensation Plan for Directors of The Boeing Company.

Industry Context

The practice of compensating directors with equity-based awards, such as phantom stock units, is a common strategy across various industries to align the interests of board members with long-term shareholder value. This type of compensation is particularly prevalent in large, established companies like Boeing.

Comparison to Industry Standards

• The use of phantom stock units as a component of director compensation is a standard practice in many large public companies, comparable to compensation structures at peers like Lockheed Martin (LMT) or Northrop Grumman (NOC).
• The deferral of distribution until termination of service is also a common feature of such plans, designed to retain directors and ensure long-term commitment.

Corporate Governance

Related Party Transactions

• Acquisition of 378 phantom stock units by Director Stayce D. Harris from The Boeing Company as compensation, pursuant to The Deferred Compensation Plan for Directors.

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with shareholders, potentially encouraging decisions that enhance long-term stock value.
• Employees: No direct impact on employees is indicated by this specific filing.
• Customers/Suppliers/Creditors: No direct impact on these stakeholders is indicated by this specific filing.

Next Steps

• Distribution of the phantom stock units as shares of common stock to Stayce D. Harris upon her termination of services as a director.

Key Dates

Keywords

Boeing, BA, Stayce D. Harris, Director Compensation, Phantom Stock Units, SEC Form 4, Insider Ownership, Deferred Compensation