Form 4: Boeing Director David L. Gitlin Increases Indirect Stake Through Phantom Stock Unit Acquisition

Boeing Director David L. Gitlin acquired 400.111 phantom stock units on July 1, 2025, increasing his total beneficial ownership to 6,120.802 units, as part of his deferred compensation plan.

Summary

• David L. Gitlin, a Director of The Boeing Company (BA), reported an acquisition of 400.111 phantom stock units.
• The transaction date for this acquisition was July 1, 2025.
• These phantom stock units were acquired at a price of $0.0000 per unit, indicating they were awarded or acquired in lieu of director cash compensation.
• Phantom stock units are convertible into common stock on a 1-for-1 basis.
• Following this transaction, David L. Gitlin beneficially owns a total of 6,120.802 phantom stock units.
• The units are held directly and are distributed as shares of common stock after the reporting person's termination of services as a director, pursuant to The Deferred Compensation Plan for Directors of The Boeing Company.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While a routine disclosure, the acquisition of additional phantom stock units by a director indicates continued alignment of interests with shareholders and is a standard, healthy corporate governance practice. There are no negative implications.

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 directly to the company's common stock performance.
• The transaction represents a routine compensation mechanism for directors, indicating stable corporate governance practices regarding executive remuneration.

Future Outlook

Phantom stock units will be distributed as shares of common stock after the reporting person's termination of services as a director, in accordance with The Deferred Compensation Plan for Directors of The Boeing Company.

Management Comments

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

Industry Context

The practice of compensating directors with equity-based instruments like phantom stock units is a common strategy across various industries, particularly in large, publicly traded companies. This method helps align the interests of the board members with long-term shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as a form of director compensation is a standard practice in major corporations, comparable to compensation structures seen at companies like Lockheed Martin, Raytheon Technologies, or General Dynamics, which also utilize equity-based incentives to retain and motivate their board members and executives.
• The 1-for-1 conversion ratio to common stock is typical for such units, ensuring direct alignment with the underlying stock's performance.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by David L. Gitlin, a director of The Boeing Company, from the company itself, constitutes a related party transaction as it involves compensation between the company and a member of its board.

Stakeholder Impact

• Shareholders: The transaction aligns the director's long-term interests with shareholder value, as the phantom stock units convert to common stock, directly linking the director's compensation to the company's stock performance.
• 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

• The phantom stock units will be converted into common stock and distributed to David L. Gitlin upon his termination of services as a director.

Key Dates

Keywords

Boeing, BA, David L. Gitlin, Director, SEC Form 4, Phantom Stock Units, Insider Transaction, Deferred Compensation, Equity Compensation, Corporate Governance