2018 Guide to Effective Proxies

2.17.4 Compensation mix | 323 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES COMPENSATION DISCUSSION AND ANALYSIS Executive Summary Principal Components of Named Executive Officer Compensation Base Salary (10% of CEO’s target compensation) Salary levels based on skills, experience, and demonstrated performance Target levels of incentive compensation based on percentage of base salary Annual Incentive (18% of CEO’s target compensation) 100% performance-based Ensures that significant portion of annual compensation is at risk Performance metrics designed to drive sustainable growth Long-Term Incentive (72% of CEO’s target compensation) Designed to drive sustained business performance, encourage retention, and align executives’ interests with shareholders’ long-term interests Performance awards (50%) are payable in stock or cash to the extent Company performance targets are met Performance-based restricted stock units (25%), or PBRSUs, are earned based on total shareholder return, or TSR, relative to peer companies Restricted stock units (25%) vest after three years Total Target Compensation C a s h S t o c k S t o c k o r C a s h Performance Measures Driving 2017 Compensation 2017 Revenue 2017 Free Cash Flow* 2017 Core Earnings Per Share* $93.4B Target of $91.5B $10.9B Target of $8.4B $9.92 Target of $9.20 Annual Incentive Payout of 187%, as adjusted based on individual performance 2015-2017 Economic Profit* 2015-2017 Total Shareholder Return Ranking Among Peers $14.6B 109% of Target Performance Award Payout #1 of 22 Maximum Payout under PBRSUs * As adjusted by the Compensation Committee to better reflect core operating performance (see pages 29 and 30). Free cash flow and core EPS are defined on page 26; economic profit is defined on page 30. 2018 Proxy Statement 23 Total of 02 pages in section THE BOEING COMPANY