Glass Lewis recommends investors vote against three Boeing directors, including CEO Calhoun

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Glass Lewis recommends investors vote against three Boeing directors, including CEO Calhoun

Boeing CEO Dave Calhoun speaks briefly with reporters as he arrives for a meeting at the office of Sen. Mark Warner (D-VA) on Capitol Hill January 24, 2024 in Washington, DC.

Drew Angerer | Getty Images

Proxy advisor Glass Lewis has recommended shareholders vote against the reelection of three directors to Boeing’s board, including outgoing CEO Dave Calhoun, citing dissatisfaction over the efforts to transform the safety culture at the planemaker.

Boeing was not immediately available to comment on the influential advisor’s recommendations.

Calhoun, who has been a Boeing director since 2009, has said he will step down as CEO of the embattled planemaker at the end of the year. Johri and Joyce serve as chairs of the board’s audit and aerospace safety committees, respectively.

Boeing is facing heavy scrutiny from airlines, regulators and lawmakers following a Jan. 5 accident when a door plug blew off a brand new 737 MAX 9 jet. The incident has also led to the regulator imposing a cap on production of the MAX jets.

In February this year, the head of the U.S. Federal Aviation Administration gave Boeing 90 days to develop a comprehensive plan to address “systemic quality-control issues” after an all-day meeting with Calhoun.

“We believe that the board, and in particular the aerospace safety and audit committees, has not appropriately addressed potential shareholder concerns regarding safety, legal and regulatory risks and could do more to mitigate the company’s reputational damage,” Glass Lewis said.

The advisor recommended Boeing shareholders vote against the reelection of the three directors “to strongly signal dissatisfaction with the company’s oversight of its safety culture and its efforts to transform” it.

Johri has been an independent director at Boeing since 2020, having previously served in various capacities at the erstwhile United Technologies Corporation.

Joyce has been on the Boeing board as an independent director since 2021. He was president and CEO of GE Aviation from 2008 to 2020.

Glass Lewis also recommended Boeing shareholders vote to approve top executives’ 2023 compensation, under which CEO Calhoun’s pay package rose about 45% to nearly $33 million. The vote, however, is not binding on Boeing.

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