Boeing shareholders approve CEO's compensation as company faces investigations, possible prosecution

Boeing shareholders on Friday approved CEO David Calhoun's $32.8 million compensation and heard leaders explain what the troubled aircraft maker is doing to improve the quality and safety of its planes after a door plug blew off a Boeing 737 Max jetliner in January.

Calhoun said the company is finishing a 90-day plan for fixing its manufacturing problems — a report the Federal Aviation Administration demanded after the door-plug blowout.

The CEO added that the company is still working to complete an acquisition of key supplier Spirit AeroSystems, but he gave no deadline for completion. Spirit makes fuselages for Max jets and has been a source of manufacturing flaws.

The shareholder meeting was conducted online and heavily scripted. A moderator posed a handful of shareholder questions, which Calhoun and Steven Mollenkopf, the new chairman of Boeing's Board of Directors, fielded by seeming to read their answers. None of the questions were too pointed.

Shareholders approved an advisory measure on executive compensation by a 64%-36% margin — nearly all of Calhoun's pay for 2023 was in stock awards — and rejected shareholder resolutions dealing with subjects such as pay gaps for women and people of color, and the company's ties to China.

All 11 nominees to the board were approved. Calhoun got the second-lowest support, at 78%, with former GE Aviation CEO David Joyce last at 67%.

The company has lost more than $23 billion — including $2.2 billion last year — since Calhoun took over as CEO in January 2020, mostly related to a pair of deadly 737 Max crashes that occurred in Indonesia and Ethiopia while he was on the board but before he became chief executive.

Through Thursday, the shares had fallen 27% since the door plug accident during an Alaska Airlines flight over Oregon.

“Our CEO was paid $33 million last year for failure,” said James McRitchie of CorpGov.net, an activist shareholder who presented an unrelated resolution during Friday's online meeting.

Calhoun announced in March that he would step down at the end of the year. Another shareholder said Calhoun should leave immediately.

Boeing was made the subject of multiple investigations after the door plug blowout. It could also face criminal prosecution for allegedly violating terms of a settlement with the Justice Department after the Max crashes in 2018 and 2019, which killed 346 people. The company has fallen far behind European rival Airbus — the world's other major manufacturer of large passenger jets — in sales and deliveries.

Mollenkopf said the months and years ahead are critical “as we take the necessary steps to regain the trust lost in recent times.”

“The world needs a healthy, safe and successful Boeing, and the board is going to make sure that is what it's going to get,” he said.