Form 4: Boeing Director Gitlin Boosts Phantom Stock Holdings

Boeing Director David L. Gitlin acquired 378 phantom stock units as compensation, increasing his beneficial ownership to 6,888.802 derivative securities.

Summary

• David L. Gitlin, a Director of The Boeing Company (BA), acquired 378 phantom stock units.
• The transaction occurred on January 2, 2026, and was reported on January 6, 2026.
• These phantom stock units were awarded in lieu of director cash compensation.
• Each phantom stock unit is convertible into one share of common stock.
• Following this acquisition, Mr. Gitlin beneficially owns 6,888.802 derivative securities.
• The units will be distributed as shares of common stock after Mr. Gitlin's termination of services as a director.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 6

Explanation: Slightly positive, as it indicates routine director compensation and aligns director interests with shareholders, without being a direct cash investment.

Positives

• The acquisition of phantom stock units aligns the director's interests with those of shareholders, as the value of these units is tied to the company's stock performance.
• The transaction represents a routine compensation mechanism for directors, indicating stable corporate governance practices.

Negatives

• The acquisition was not a direct cash purchase of shares, but rather an award in lieu of cash compensation, which does not represent new capital inflow from the director.

Future Outlook

Phantom stock units will be distributed as shares of common stock after the reporting person's termination of services as a director.

Industry Context

This insider transaction is a routine compensation event for a director in a publicly traded company within the aerospace and defense industry. Such awards are common practice to incentivize long-term commitment and align management interests with shareholder value.

Comparison to Industry Standards

• The use of phantom stock units as director compensation is a common practice across various industries, including aerospace, aligning director incentives with long-term company performance.
• Many large corporations, similar to Boeing, utilize Rule 10b5-1 plans for insider transactions to provide an affirmative defense against insider trading allegations, demonstrating adherence to best practices in corporate governance.

Corporate Governance

Related Party Transactions

• The acquisition of phantom stock units by Director David L. Gitlin represents compensation from The Boeing Company to a related party (an insider).

Stakeholder Impact

• Shareholders: The transaction aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that benefit long-term shareholder 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 phantom stock units as common stock shares upon the reporting person's termination of services as a director.

Key Dates

Keywords

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