SPIRIT AEROSYSTEMS HOLDINGS, INC., DEF 14A filed on 4/23/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name SPIRIT AEROSYSTEMS HOLDINGS, INC.
Entity Central Index Key 0001364885
v3.25.1
Pay vs Performance Disclosure
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 30, 2023
Dec. 31, 2024
USD ($)
PercentileRank
Dec. 31, 2023
USD ($)
PercentileRank
Dec. 31, 2022
USD ($)
PercentileRank
Dec. 31, 2021
USD ($)
PercentileRank
Dec. 31, 2020
USD ($)
PercentileRank
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    
Pay versus Performance
The Company believes in the importance of maintaining a strong link between executive pay and company performance. As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following disclosure is provided about the relationship between executive compensation and the Company’s performance on select financial metrics. For a complete description regarding the Company’s compensation program, please see “Compensation Discussion and Analysis.”
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Year
 
 
Summary
Compensation
Table Total
for CEO −
Gentile(1)
($)
 
 
Compensation
Actually
Paid to CEO −
Gentile(2)
($)
 
 
Summary
Compensation
Table Total
for CEO −
Shanahan(1)
($)
 
 
Compensation
Actually
Paid to CEO −
Shanahan(2)
($)
 
 
Average
Summary
Compensation
Table Total
for
non-CEO
NEOs(3)
($)
 
 
Average
Compensation
Actually
Paid to
non-CEO
NEOs(3)(4)
($)
 
 
Value of
Initial Fixed
$100
Investment
Based On
 
 
Net
Income/
(Loss)
($)
(in millions)
 
 
Relative
TSR
(Percentile
Rank)(6)
 
TSR
($)
 
 
Peer
Group
TSR
($)(5)
 
2024
 
 
N/A
 
 
N/A
 
 
11,457,523
 
 
12,308,511
 
 
2,592,832
 
 
1,783,918
 
 
46.93
 
 
136.24
 
 
(2,139.0)
 
 
45th
2023
 
 
11,807,067
 
 
(296,375)
 
 
8,919,114
 
 
16,736,531
 
 
2,119,556
 
 
1,561,915
 
 
43.76
 
 
119.09
 
 
(633.0)
 
 
19th
2022(6)
 
 
11,728,900
 
 
3,412,855
 
 
N/A
 
 
N/A
 
 
2,528,563
 
 
970,473
 
 
40.76
 
 
111.54
 
 
(545.7)
 
 
10th
2021(6)
 
 
10,849,938
 
 
9,924,685
 
 
N/A
 
 
N/A
 
 
2,231,105
 
 
2,043,078
 
 
59.28
 
 
95.03
 
 
(540.8)
 
 
23rd
2020(6)
 
 
10,454,350
 
 
2,195,855
 
 
N/A
 
 
N/A
 
 
2,218,950
 
 
713,360
 
 
53.73
 
 
83.94
 
 
(870.3)
 
 
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Represents total compensation for Messrs. Gentile and Shanahan as reported in the “Summary Compensation Table.” Mr. Shanahan became our President and CEO on September 30, 2023 and accordingly no calculations are provided for him for 2020 to 2022.
(2)
The following supplemental table presents a reconciliation of Mr. Shanahan’s “Summary Compensation Table” total to the compensation actually paid for 2024, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Mr. Shanahan during 2024. As Mr. Shanahan does not participate in any defined benefit plans, no adjustments were required to amounts reported in the “Summary Compensation Table” totals related to the value of benefits under such plans.
CEO Reconciliation for 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Award Adjustments
 
 
 
CEO
 
 
Summary
Compensation
Table Total
($)
 
 
Value of
Equity
Awards
Reported in
Summary
Compensation
Table
($)
 
 
Year End
Fair
Value of
Equity
Awards
Granted
in the
Year and
Unvested
at Year
End
($)
 
 
Change in
Fair
Value of
Equity
Awards
Granted
in Prior
Years
that are
Unvested
at Year
End
($)
 
 
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
($)
 
 
Fair
Value of
Equity
Awards
Granted in
Year that
Vested in
the Year
($)
 
 
Fair
Value of
Equity
Awards
Granted
in Prior
Years
that
Forfeited in
the Year
($)
 
 
Value of
Dividends
or
other
Earnings
Paid on
Stock
Awards
not
Otherwise
Reflected
($)
 
 
Total
Compensation
Actually
Paid
($)
Patrick Shanahan
 
 
11,457,523
 
 
(8,959,475)
 
 
—
 
 
730,528
 
 
101,380
 
 
8,978,555
 
 
—
 
 
—
 
 
12,308,511
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(3)
Includes the average total compensation for Messrs. Welner, Gregg Brown, Black and Suchinski and Mses. Esteves and McPheeters in 2024; Messrs. Suchinski, William Brown, Young, McLarty, and Hawkins and Ms. Marnick in 2023; Messrs. Suchinski, Hawkins, and Matthies and Ms. Marnick in 2022 and 2021; and Messrs. Suchinski, Hawkins, and William Brown, Jose I. Garcia, John A. Pilla, and Ms. Marnick in 2020. Total compensation for non-CEO NEOs are as reported in the “Summary Compensation Table.”
(4)
The following supplemental table presents a reconciliation of the average non-CEO NEO “Summary Compensation Table” total to the compensation actually paid for 2024, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-CEO NEOs during 2024. As none of the non-CEO NEOs participate in any defined benefit plans, no adjustments were required to amounts reported in the “Summary Compensation Table” totals related to the value of benefits under such plans.
Non-CEO NEO Reconciliation for 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Award Adjustments
 
 
 
Year
 
 
Average
Summary
Compensation
Table Total
($)
 
 
Average
Value of
Equity
Awards
Reported in
Summary
Compensation
Table
($)
 
 
Average
Year End
Fair Value
of Equity
Awards
Granted
in the
Year and
Unvested
at Year
End
($)
 
 
Average
Change in
Fair Value
Equity
Awards
Granted in
Prior Years
that are
Unvested
at Year
End
($)
 
 
Average
Fair
Value of
Equity
Awards
Granted in
the Year
that
Vested in
the Year
($)
 
 
Average
Change in
Fair
Value of
Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
($)
 
 
Average
Fair
Value of
Equity
Awards
Granted
in Prior
Years that
Forfeited in
the Year
($)
 
 
Average
Value of
Dividends
or other
Earnings
Paid on
Stock
Awards not
Otherwise
Reflected
($)
 
 
Average Total
Compensation
Actually
Paid
($)
2024
 
 
2,592,832
 
 
(1,236,365)
 
 
359,652
 
 
(32,970)
 
 
484,659
 
 
(11,502)
 
 
(372,388)
 
 
—
 
 
1,783,918
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(5)
The peer group used for this purpose is the S&P 500 Aerospace & Defense Index.
(6)
The Company Selected Measure represents the percentile rank of the Company’s TSR relative to peer group companies. See “Compensation Discussion and Analysis – Peer Benchmarking.”.
       
Company Selected Measure Name     percentile rank of the Company’s TSR relative to peer group companies        
Named Executive Officers, Footnote    
(1)
Represents total compensation for Messrs. Gentile and Shanahan as reported in the “Summary Compensation Table.” Mr. Shanahan became our President and CEO on September 30, 2023 and accordingly no calculations are provided for him for 2020 to 2022.
(3)
Includes the average total compensation for Messrs. Welner, Gregg Brown, Black and Suchinski and Mses. Esteves and McPheeters in 2024; Messrs. Suchinski, William Brown, Young, McLarty, and Hawkins and Ms. Marnick in 2023; Messrs. Suchinski, Hawkins, and Matthies and Ms. Marnick in 2022 and 2021; and Messrs. Suchinski, Hawkins, and William Brown, Jose I. Garcia, John A. Pilla, and Ms. Marnick in 2020. Total compensation for non-CEO NEOs are as reported in the “Summary Compensation Table.”
       
Peer Group Issuers, Footnote    
(5)
The peer group used for this purpose is the S&P 500 Aerospace & Defense Index.
       
Adjustment To PEO Compensation, Footnote    
(2)
The following supplemental table presents a reconciliation of Mr. Shanahan’s “Summary Compensation Table” total to the compensation actually paid for 2024, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Mr. Shanahan during 2024. As Mr. Shanahan does not participate in any defined benefit plans, no adjustments were required to amounts reported in the “Summary Compensation Table” totals related to the value of benefits under such plans.
CEO Reconciliation for 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Award Adjustments
 
 
 
CEO
 
 
Summary
Compensation
Table Total
($)
 
 
Value of
Equity
Awards
Reported in
Summary
Compensation
Table
($)
 
 
Year End
Fair
Value of
Equity
Awards
Granted
in the
Year and
Unvested
at Year
End
($)
 
 
Change in
Fair
Value of
Equity
Awards
Granted
in Prior
Years
that are
Unvested
at Year
End
($)
 
 
Change in
Fair Value
of Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
($)
 
 
Fair
Value of
Equity
Awards
Granted in
Year that
Vested in
the Year
($)
 
 
Fair
Value of
Equity
Awards
Granted
in Prior
Years
that
Forfeited in
the Year
($)
 
 
Value of
Dividends
or
other
Earnings
Paid on
Stock
Awards
not
Otherwise
Reflected
($)
 
 
Total
Compensation
Actually
Paid
($)
Patrick Shanahan
 
 
11,457,523
 
 
(8,959,475)
 
 
—
 
 
730,528
 
 
101,380
 
 
8,978,555
 
 
—
 
 
—
 
 
12,308,511
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Non-PEO NEO Average Total Compensation Amount     $ 2,592,832 $ 2,119,556 $ 2,528,563 $ 2,231,105 $ 2,218,950
Non-PEO NEO Average Compensation Actually Paid Amount     $ 1,783,918 1,561,915 970,473 2,043,078 713,360
Adjustment to Non-PEO NEO Compensation Footnote    
(4)
The following supplemental table presents a reconciliation of the average non-CEO NEO “Summary Compensation Table” total to the compensation actually paid for 2024, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-CEO NEOs during 2024. As none of the non-CEO NEOs participate in any defined benefit plans, no adjustments were required to amounts reported in the “Summary Compensation Table” totals related to the value of benefits under such plans.
Non-CEO NEO Reconciliation for 2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity Award Adjustments
 
 
 
Year
 
 
Average
Summary
Compensation
Table Total
($)
 
 
Average
Value of
Equity
Awards
Reported in
Summary
Compensation
Table
($)
 
 
Average
Year End
Fair Value
of Equity
Awards
Granted
in the
Year and
Unvested
at Year
End
($)
 
 
Average
Change in
Fair Value
Equity
Awards
Granted in
Prior Years
that are
Unvested
at Year
End
($)
 
 
Average
Fair
Value of
Equity
Awards
Granted in
the Year
that
Vested in
the Year
($)
 
 
Average
Change in
Fair
Value of
Equity
Awards
Granted
in Prior
Years that
Vested in
the Year
($)
 
 
Average
Fair
Value of
Equity
Awards
Granted
in Prior
Years that
Forfeited in
the Year
($)
 
 
Average
Value of
Dividends
or other
Earnings
Paid on
Stock
Awards not
Otherwise
Reflected
($)
 
 
Average Total
Compensation
Actually
Paid
($)
2024
 
 
2,592,832
 
 
(1,236,365)
 
 
359,652
 
 
(32,970)
 
 
484,659
 
 
(11,502)
 
 
(372,388)
 
 
—
 
 
1,783,918
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
        
Compensation Actually Paid vs. Total Shareholder Return    
The graph below illustrates trends in “compensation actually paid,” Company TSR performance, and TSR performance of the S&P 500 Aerospace & Defense Index (the “A&D Index”) over the five most recent fiscal years.
Compensation Actually Paid vs. TSR
       
Compensation Actually Paid vs. Net Income    
Compensation Actually Paid vs. Net Income (Loss)
       
Compensation Actually Paid vs. Company Selected Measure    
Compensation Actually Paid vs. Relative TSR
        
Total Shareholder Return Vs Peer Group    
The graph below illustrates trends in “compensation actually paid,” Company TSR performance, and TSR performance of the S&P 500 Aerospace & Defense Index (the “A&D Index”) over the five most recent fiscal years.
Compensation Actually Paid vs. TSR
       
Tabular List, Table    
As also required by Item 402(v) of Regulation S-K, below is a list of the performance measures that were considered the most important by the Compensation Committee in determining executive compensation for the 2024 performance year and in linking executive compensation actually paid to Company performance. Our executive compensation program and compensation decisions reflect the guiding principles of being linked to long-term performance and aligned with stockholder interests. The metrics used within our incentive plans are selected to support these objectives. See “Compensation Discussion and Analysis” for a discussion of these metrics and on their use in our incentive compensation programs for 2024 and Appendix A for an explanation of non-GAAP measures.
•
Relative TSR
•
Indirect Incurred Cost
•
Year End Inventory
       
Total Shareholder Return Amount     $ 46.93 43.76 40.76 59.28 53.73
Peer Group Total Shareholder Return Amount     136.24 119.09 111.54 95.03 83.94
Net Income (Loss)     $ (2,139,000,000) $ (633,000,000) $ (545,700,000) $ (540,800,000) $ (870,300,000)
Company Selected Measure Amount | PercentileRank     45 19 10 23 0
PEO Name Mr. Shanahan Gentile Mr. Shanahan   Gentile Gentile Gentile
Measure:: 1              
Pay vs Performance Disclosure              
Name     Relative TSR        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Indirect Incurred Cost        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Year End Inventory        
Mr. Shanahan [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 11,457,523 $ 8,919,114      
PEO Actually Paid Compensation Amount     12,308,511 16,736,531      
Mr. Gentile [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount       11,807,067 $ 11,728,900 $ 10,849,938 $ 10,454,350
PEO Actually Paid Compensation Amount       $ (296,375) $ 3,412,855 $ 9,924,685 $ 2,195,855
PEO | Mr. Shanahan [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (8,959,475)        
PEO | Mr. Shanahan [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Mr. Shanahan [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     730,528        
PEO | Mr. Shanahan [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     8,978,555        
PEO | Mr. Shanahan [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     101,380        
PEO | Mr. Shanahan [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Mr. Shanahan [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,236,365)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     359,652        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (32,970)        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     484,659        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (11,502)        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (372,388)        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 0        
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity Award Grant Practices
Annual equity awards are typically granted and priced on the third trading day following the Company’s next earnings release. Neither employees (including our NEOs) nor directors were granted stock options during 2024. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.
Award Timing Method Annual equity awards are typically granted and priced on the third trading day following the Company’s next earnings release. Neither employees (including our NEOs) nor directors were granted stock options during 2024.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of filings of material nonpublic information based on equity award grant dates.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true