The Boeing Company Compensation Committee Charter
(As Amended December 12, 2004)
Membership-Qualifications, Election and Removal
The Compensation Committee shall consist of three or more directors each of
whom shall meet the independence requirements of the New York Stock Exchange
("NYSE"). The Chairman and the members of the Committee shall be
elected annually by the Board of Directors on the recommendation of the
Governance and Nominating Committee. Members may be removed by the Board in its
discretion. The Committee may invite to its meetings any member of management,
including the Chief Executive Officer, and such other persons as it deems appropriate
in order to carry out its duties and responsibilities.
Purposes and Responsibilities
The Compensation Committee's purposes and responsibilities include the
- 1. Review and approve on an
annual basis, either as a committee or together with other independent
directors, the individual elements of total compensation for the chief
executive officer ("CEO") and other elected corporate officers
including base salary, incentive awards, stock grants, and any other
long-term incentive awards. In addition, periodically and when as
appropriate the Committee shall review and approve the following as they
affect the CEO and other elected corporate officers: any employment
agreements and severance agreements, any change-in-control agreements and
change-in-control provisions affecting any elements of compensation and
benefits. The Committee shall receive periodic reports on the Company's
compensation programs as they affect all employees. Finally, the Committee
shall review and approve any special or supplemental compensation and
benefits for the CEO and the elected corporate officers and persons who
formerly served in such positions, including supplemental retirement
benefits and the perquisites provided to them during and after employment.
- 2. Make changes to
compensation plans within the scope of the Committee's authority to amend
such plans, report to the Board regarding such changes, as appropriate and
recommend additions or deletions to current executive compensation plans
to the extent appropriate for Board action.
- 3. Produce an annual report
on executive compensation for inclusion in the Company's proxy statement
or annual report on Form 10-K.
- 4. Review and approve
corporate goals and objectives relevant to CEO's compensation, evaluate
the CEO's performance in light of those goals and objectives, and either
as a committee or together with other independent directors determine and
approve the CEO's compensation level based on this evaluation.
- 5. If the Committee enlists
the services of a consultant to assist in the evaluation of director, CEO
or senior executive compensation, the Committee has sole authority to
retain and terminate the consulting firm, including sole authority to
approve the firm's fees and other retention terms.
- 6. Review the Company's
incentive compensation and other equity-based plans and recommend changes
to such plans to the Board when necessary. The Committee shall have and
shall exercise all the authority of the Board with respect to the
administration of such plans.
- 7. Oversee compliance with
the requirements of the NYSE rules that shareholders approve equity
compensation plans, with limited exceptions.
- 8. Conduct an annual
self-evaluation of the Committee.
The Committee shall monitor the Company's compliance with the requirements
of the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to
directors and corporate officers and with all other applicable laws affecting
The Committee meets in conjunction with the regular Board meetings, and
otherwise from time to time at the call of the Committee chair. The Committee
meets in executive session as it deems necessary or appropriate. The results of
Committee meetings shall be reported to the full Board.
A majority of the members of the Committee shall constitute a quorum. The
Committee shall act only on the affirmative vote of at least two of the members
- 1. The Committee shall review
and assess the adequacy of the Committee's Charter annually and recommend
any proposed changes to the Board for approval.
- 2. The Committee shall post
its Charter on the Company's Web site and make available copies in printed
The Committee has full authority to delegate its duties to subcommittees.