Boeing board denies CEO David Calhoun a performance bonus

“It is clear that this goal will not be met, albeit for reasons largely beyond Mr. Calhoun’s control,” Boeing said in its annual proxy statement, filed Friday with securities regulators. The filing states that the Board of Directors’ Compensation Committee decided in August 2022 that the $7 million share-based performance award that Mr. Calhoun would have received this year, does not vest.

A Boeing spokesperson declined to comment. The company awarded the CEO a separate share award worth approximately $5 million on Feb. 16 in recognition of “the continued confidence in Mr. Calhoun’s strong leadership” and to retain him, according to a securities filing last month.

Mr. Calhoun, a Boeing board member since 2009, took over as CEO following the ousting of Dennis Muilenburg, the company’s former CEO, in late 2019. By the stock market’s close on Friday, Boeing’s share price was up about 35% since Mr. Calhoun took over as CEO in January 2020, according to FactSet.

Boeing began development of the 777X in 2013 as a long-haul wide-body jet intended to replace the widely used 777-300ER model. The new aircraft has since been delayed for years due to regulatory setbacks and other challenges.

The company said in Friday’s filing that Mr. Calhoun “made several decisions related to the management” of the 777 program that contributed to the delays, though those decisions were in Boeing’s long-term best interest.

Mr. Calhoun’s other goals early in his tenure as CEO included getting the 737 MAX back into service. At the time, the narrow-body aircraft was grounded worldwide after two fatal crashes in 2018 and 2019. The crashes killed 346 people.

His goals also included revamping Boeing’s engineering department and launching Boeing’s Starliner space taxi with crew on board. Mr. Calhoun was also tasked with achieving certain milestones with various defense projects, such as a military tanker and new presidential jets, known as Air Force One when the Supreme Commander is on board.

In the filing, Boeing pointed to major challenges beyond Mr. Calhoun’s control, including the Covid-19 pandemic, which led to a sharp drop in both air traffic and demand for new aircraft before the market recovered. The company also cited regulatory changes and a new aircraft certification law that came into effect after the MAX crashes.

“Despite these industry challenges, the company, under Mr. Calhoun’s leadership, has substantially achieved, or is on track to substantially achieve, most of these specific goals,” Boeing said in the filing.

The Starliner, delayed by technical setbacks in recent years, is currently scheduled for a crewed test flight this spring. Other programs have faced various setbacks.

Mr. Calhoun’s total compensation was $22.5 million in 2022, an increase of 6.6% over $21.1 million the previous year. The figure includes CEO salary and other forms of compensation, such as stock-based compensation, according to the company’s filing.

Write to Andrew Tangel at andrew.tangel@wsj.com