SPIRIT AEROSYSTEMS HOLDINGS, INC., DEF 14A filed on 3/12/2024
Proxy Statement (definitive)
v3.24.0.1
Cover
 12 Months Ended
Dec. 31, 2023
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
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2023
Sep. 29, 2023
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table    
​
Year
​ ​
Summary
Compensation
Table Total
for CEO — 
Gentile(1)
($)
 ​ ​
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(4)
($)
 ​ ​
Value of
Initial Fixed
$100 Investment
Based On
 ​ ​
Net Income/​
(Loss)
($)
(in millions)
 ​ ​
Revenue
($)
(in millions)
 ​
​
TSR
($)
 ​ ​
Proxy Peer
Group TSR
($)(5)
 ​
​
2023
​ ​
11,807,067
​ ​
(296,375)
​ ​
8,919,114
​ ​
16,736,531
​ ​
2,119,556
​ ​
1,561,915
​ ​
43.76
​ ​
119.09
​ ​
(633.0)
​ ​
6,047.9
​
​
2022(6)
​ ​
11,728,900
​ ​
3,412,855
​ ​
N/A
​ ​
N/A
​ ​
2,528,563
​ ​
970,473
​ ​
40.76
​ ​
111.54
​ ​
(545.7)
​ ​
5,029.6
​
​
2021(6)
​ ​
10,849,938
​ ​
9,924,685
​ ​
N/A
​ ​
N/A
​ ​
2,231,105
​ ​
2,043,078
​ ​
59.28
​ ​
95.03
​ ​
(540.8)
​ ​
3,953.0
​
​
2020(6)
​ ​
10,454,350
​ ​
2,195,855
​ ​
N/A
​ ​
N/A
​ ​
2,218,950
​ ​
713,360
​ ​
53.73
​ ​
83.94
​ ​
(870.3)
​ ​
3,404.8
​
​
(1)
Represents total compensation for Messrs. Gentile and Shanahan as reported in the “Summary Compensation Table.” Mr. Shanahan became our President and CEO on September 30, 2023 and accordingly no calculations are provided for him for 2020 to 2022.
​
(2)
The following supplemental table presents a reconciliation of Messrs. Gentile’s and Shanahan’s “Summary Compensation Table” totals to the compensation actually paid for 2023, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by Messrs. Gentile or Shanahan during 2023. As neither Messrs. Gentile and Shanahan participate in any defined benefit plans, no adjustments were required to amounts reported in the “Summary Compensation Table” totals related to the value of benefits under such plans.
​
CEO Reconciliation for 2023
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Equity Award Adjustments
​ ​ ​ ​ ​ ​ ​
​
CEO
​ ​
Summary
Compensation
Table Total
($)
 ​ ​
Value of Equity
Awards Reported
in Summary
Compensation
Table
($)
 ​ ​
Year End Fair
Value of Equity
Awards Granted
in the Year
($)
 ​ ​
Change in Fair
Value 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 Prior
Years that
Forfeited in the
Year
($)
 ​ ​
Value of
Dividends or
other Earnings
Paid on Stock
Awards not
Otherwise
Reflected
($)
 ​ ​
Total
Compensation
Actually Paid
($)
 ​
​
Shanahan
​ ​ ​ ​ 8,919,114 ​ ​ ​ ​ ​ (8,149,986) ​ ​ ​ ​ ​ 15,946,632 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 20,771 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 16,736,531 ​ ​
​
Gentile
​ ​ ​ ​ 11,807,067 ​ ​ ​ ​ ​ (9,529,351) ​ ​ ​ ​ ​ 1,095,202 ​ ​ ​ ​ ​ 125,385 ​ ​ ​ ​ ​ (366,882) ​ ​ ​ ​ ​ (3,427,796) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (296,375) ​ ​
​
(3)
Includes the average total compensation for Messrs. Suchinski, Brown, Young, McLarty, and Hawkins and Ms. Marnick in 2023; Messrs. Suchinski, Hawkins, and Matthies and Ms. Marnick in 2022 and 2021; and Messrs. Suchinski, Hawkins, and Brown, Jose I. Garcia, John A. Pilla, and Ms. Marnick in 2020. Total compensation for non-CEO NEOs are as reported in the “Summary Compensation Table.”
​
(4)
The following supplemental table presents a reconciliation of the average non-CEO NEO “Summary Compensation Table” total to the compensation actually paid for 2023, as defined and computed in accordance with Item 402(v) of Regulation S-K. However, not all of such amounts were actually earned or received by the non-CEO NEOs during 2023. As none of the non-CEO NEOs participate in any defined benefit plans, no adjustments were required to amounts reported in the “Summary Compensation Table” totals related to the value of benefits under such plans. With respect to Mr. Hawkins, the year end fair value of equity awards granted in 2023 have been reduced to reflect his retirement eligibility.
​
Non-CEO NEO Reconciliation for 2023
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Equity Award Adjustments
​ ​ ​ ​ ​ ​ ​
​
Year
​ ​
Average
Summary
Compensation
Table Total
($)
 ​ ​
Average
Value of Equity
Awards
Reported in
Summary
Compensation
Table
($)
 ​ ​
Average
Year End Fair
Value of Equity
Awards
Granted in the
Year(a)
($)
 ​ ​
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
($)
 ​ ​
Average Total
Compensation
Actually Paid
($)
 ​
​
2023
​ ​ ​ ​ 2,119,556 ​ ​ ​ ​ ​ (1,262,410) ​ ​ ​ ​ ​ 792,795 ​ ​ ​ ​ ​ 160,345 ​ ​ ​ ​ ​ 2,579 ​ ​ ​ ​ ​ (49,202) ​ ​ ​ ​ ​ (201,747) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,561,915 ​ ​
​
(a)
With respect to Mr. Hawkins, the year end fair value of equity awards granted in 2023 have been reduced to reflect withholding in connection with his retirement eligibility.
​
(5)
The peer group used for this purpose is the S&P 500 Aerospace & Defense Index.
​
(6)
The numbers in these rows have been revised from the numbers previously reported in last year’s “Pay versus Performance Table” in order to correct an administrative error.
     
Company Selected Measure Name     Revenue      
Named Executive Officers, Footnote    
(3)
Includes the average total compensation for Messrs. Suchinski, 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 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.”
     
PEO Total Compensation Amount       $ 11,728,900 $ 10,849,938 $ 10,454,350
PEO Actually Paid Compensation Amount       3,412,855 9,924,685 2,195,855
Adjustment To PEO Compensation, Footnote    
(2)
The following supplemental table presents a reconciliation of Messrs. Gentile’s and Shanahan’s “Summary Compensation Table” totals to the compensation actually paid for 2023, 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 Messrs. Gentile or Shanahan during 2023. As neither Messrs. Gentile and Shanahan 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 2023
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
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
($)
 ​ ​
Change in Fair
Value Equity
Awards
Granted in Prior
Years that are
Unvested at
Year End
($)
 ​ ​
Change in Fair
Value of Equity
Awards Granted
in Prior Years
that Vested in the
Year
($)
 ​ ​
Fair Value of
Equity Awards
Granted in Prior
Years that
Forfeited in the
Year
($)
 ​ ​
Value of
Dividends or
other Earnings
Paid on Stock
Awards not
Otherwise
Reflected
($)
 ​ ​
Total
Compensation
Actually Paid
($)
 ​
​
Shanahan
​ ​ ​ ​ 8,919,114 ​ ​ ​ ​ ​ (8,149,986) ​ ​ ​ ​ ​ 15,946,632 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 20,771 ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 16,736,531 ​ ​
​
Gentile
​ ​ ​ ​ 11,807,067 ​ ​ ​ ​ ​ (9,529,351) ​ ​ ​ ​ ​ 1,095,202 ​ ​ ​ ​ ​ 125,385 ​ ​ ​ ​ ​ (366,882) ​ ​ ​ ​ ​ (3,427,796) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ (296,375) ​ ​
     
Non-PEO NEO Average Total Compensation Amount     $ 2,119,556 2,528,563 2,231,105 2,218,950
Non-PEO NEO Average Compensation Actually Paid Amount     $ 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 2023, 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 2023. 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. With respect to Mr. Hawkins, the year end fair value of equity awards granted in 2023 have been reduced to reflect his retirement eligibility.
​
Non-CEO NEO Reconciliation for 2023
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
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(a)
($)
 ​ ​
Average
Change in Fair
Value Equity
Awards
Granted in Prior
Years that are
Unvested at
Year End
($)
 ​ ​
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
($)
 ​
​
2023
​ ​ ​ ​ 2,119,556 ​ ​ ​ ​ ​ (1,262,410) ​ ​ ​ ​ ​ 792,795 ​ ​ ​ ​ ​ 160,345 ​ ​ ​ ​ ​ 2,579 ​ ​ ​ ​ ​ (49,202) ​ ​ ​ ​ ​ (201,747) ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ 1,561,915 ​ ​
(a)
With respect to Mr. Hawkins, the year end fair value of equity awards granted in 2023 have been reduced to reflect withholding in connection with his retirement eligibility.
     
Compensation Actually Paid vs. Total Shareholder Return    
Compensation Actually Paid vs. TSR
[MISSING IMAGE: lc_captsr-4c.jpg]
     
Compensation Actually Paid vs. Net Income    
Compensation Actually Paid vs. Net Income (Loss)
[MISSING IMAGE: lc_capnetincome-4c.jpg]
     
Compensation Actually Paid vs. Company Selected Measure    
Compensation Actually Paid vs. Revenue
[MISSING IMAGE: lc_caprevenue-4c.jpg]
     
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 2023 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 “Proxy Statement Summary  —  Executive Compensation At-A-Glance” for a discussion of these metrics, “Compensation Discussion and Analysis” for a discussion on their use in our incentive compensation programs for 2023 and Appendix A for an explanation and reconciliation of non-GAAP measures.
■
Free Cash Flow*
​
EBIT*
​
Revenue
​
Quality
     
Total Shareholder Return Amount     $ 43.76 40.76 59.28 53.73
Peer Group Total Shareholder Return Amount     119.09 111.54 95.03 83.94
Net Income (Loss)     $ (633,000,000) $ (545,700,000) $ (540,800,000) $ (870,300,000)
Company Selected Measure Amount     6,047,900,000 5,029,600,000 3,953,000,000 3,404,800,000
PEO Name Shanahan Gentile        
Measure:: 1            
Pay vs Performance Disclosure            
Name     Free Cash Flow*      
Measure:: 2            
Pay vs Performance Disclosure            
Name     EBIT*      
Measure:: 3            
Pay vs Performance Disclosure            
Name     Revenue      
Measure:: 4            
Pay vs Performance Disclosure            
Name     Quality      
Gentle [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 11,807,067      
PEO Actually Paid Compensation Amount     (296,375)      
Shanahan [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     8,919,114      
PEO Actually Paid Compensation Amount     16,736,531      
PEO | Gentle [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (9,529,351)      
PEO | Gentle [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     1,095,202      
PEO | Gentle [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (366,882)      
PEO | Gentle [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     125,385      
PEO | Gentle [Member] | Change In Fair Value Of Forfeited Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (3,427,796)      
PEO | Shanahan [Member] | Equity Awards Value In Summary Compensation Table (Grant Date Value)            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (8,149,986)      
PEO | Shanahan [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     15,946,632      
PEO | Shanahan [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     20,771      
Non-PEO NEO | Equity Awards Value In Summary Compensation Table (Grant Date Value)            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (1,262,410)      
Non-PEO NEO | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     792,795      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (49,202)      
Non-PEO NEO | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     160,345      
Non-PEO NEO | Change In Fair Value Of Forfeited Awards Granted In Prior Fiscal Years [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (201,747)      
Non-PEO NEO | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member]            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ 2,579