UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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SPIRIT AEROSYSTEMS HOLDINGS, INC.

(Name of Registrant as Specified In Its Charter)

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DEAR FELLOW
STOCKHOLDERS

Thomas C. Gentile III PRESIDENT AND CHIEF EXECUTIVE OFFICER         Robert D. Johnson CHAIRMAN

March 20, 2020 On behalf of the Board of Directors, we are delighted to invite you to attend the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Spirit AeroSystems Holdings, Inc. (the “Company” or “Spirit”). We hope you can join us on Wednesday, April 22, 2020, at 11:00 a.m. at the Grand Hyatt DFW, 2337 S. International Pkwy., Dallas, TX 75261. Details of the business to be conducted at the Annual Meeting are included in the attached Notice and accompanying Proxy Statement. 2019 was an unprecedented year for the Company due to the worldwide grounding of the B737 MAX, our largest program. Spirit faced many challenges resulting from the grounding, including needing to reduce costs designed for a production rate of 57 aircraft per month, designing storage plans for grounded aircraft, and having to face difficult decisions about rightsizing our workforce. Last year was also one of growth for Spirit as we continued to execute our diversification strategy. We announced our acquisition of select Bombardier aerostructures and aftermarket assets, which represents a new frontier for Spirit and will expand our Airbus work content and give us a very significant work package on the A220 - a fully integrated wing. We also expanded our defense profile by acquiring Fiber Materials Inc. (the acquisition closed in January 2020), which provides us additional exposure to defense customers and brings us key work content in the rapidly expanding hypersonics space. We continued to improve our governance profile and expand our capabilities when we welcomed Stephen A. Cambone onto the Board in October. Steve is a seasoned defense leader and well-versed in cyber matters. His contributions to the Board are tremendous, and we are grateful for his experience as we navigate defense growth and our increasingly interconnected marketplace. We are excited about the Company’s future as we expand our capabilities and expertise. Due to the continued grounding of the B737 MAX and the resulting lower production rates, challenges will continue. However, we have the right leadership and Board in place to conquer these challenges and help us emerge as a stronger, more diversified company. We thank you for your continued support of Spirit and look forward to the Annual Meeting.

Notice of 2020 Annual Meeting of Stockholders

3801 S. Oliver St.
Wichita, KS 67210-2112

March 20, 2020

The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Spirit AeroSystems Holdings, Inc. (“Spirit” or the “Company”) will be held:

WEDNESDAY, APRIL 22, 2020

11:00 a.m. Central Time

Grand Hyatt DFW

2337 S. International Pkwy.

Dallas, TX 75261

Items of business include:

The record date for the Annual Meeting is February 24, 2020 (the “Record Date”). Only stockholders of record of our Class A Common Stock (the “Common Stock”) as of the close of business on the Record Date are entitled to vote at the Annual Meeting. You may vote in person at the Annual Meeting, or by internet, phone, or mail (by returning your proxy card or voting instruction form). For more detailed information on voting, see the section titled “General Information.” Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible.

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”), the Company has elected to send you a full set of proxy materials (and notify you of the availability of the Company’s proxy materials on the internet). On March 20, 2020, we commenced mailing proxy materials and our Annual Report to our stockholders.

***

While we intend to hold the meeting in person at this time, we are closely monitoring the coronavirus, or COVID-19, situation. If it becomes necessary for us to hold the meeting by means of remote communication, we will announce that decision promptly, and details on how to participate will be available at https://www.spiritaero.com/2020-annual-meeting.

***

By order of the Board of Directors.

Sincerely,

Stacy Cozad

Senior Vice President, General Counsel, Chief Compliance Officer, and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 22, 2020:

The Proxy Statement and Annual Report are available at http://www.proxyvote.com

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PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in the accompanying Proxy Statement. This summary does not contain all the information you should consider before voting your shares. For more complete information regarding the proposals to be voted on at the Annual Meeting and our 2019 performance, please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

We use the terms “Spirit,” the “Company,” “we,” “us,” and “our” in this Proxy Statement to refer to Spirit AeroSystems Holdings, Inc. and its consolidated subsidiaries.

Matters to Be Voted On at the Annual Meeting

Casting Your Vote

Stockholders of record of our Common Stock as of February 24, 2020, may vote their shares using any of the following methods:

BY INTERNET Visit www.proxyvote.com	MOBILE DEVICE Use your tablet or smartphone to scan the QR code above	BY MAIL Complete and return the enclosed proxy card or voting instruction form	BY PHONE Call 1-800-690-6903	IN PERSON Vote in person at the Annual Meeting; see “General Information — How Do I Attend the Annual Meeting”

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About Spirit

Quick Spirit Facts

Business Overview

Spirit is a leading tier-one global aerostructures provider. We manufacture large aerostructures, including fuselages, wing structures, engine nacelles, pylons, fan cowls, thrust reversers, and systems integration for the world’s premier aircraft. Spirit’s capabilities include metal manufacturing and assembly, precision assembly, and composites manufacturing.

Our engineering capabilities, combined with our capacity for high-volume production, have positioned Spirit as a leading aerostructures supplier to both Airbus and Boeing. For Boeing, we manufacture the B737 fuselage, the front section of the B787 fuselage, and otherwise manufacture parts for every Boeing commercial aircraft currently in production. Further, for Airbus, we supply fuselage and wing aerostructures content on the A350 XWB and wing aerostructures content on the A320 and A330. We are adding new Airbus content and contracts with other customers with the previously announced Asco and Bombardier acquisitions. Spirit also supplies aerostructures for various regional and business jet programs, including pylons on the A220 and Mitsubishi Regional Jet, as well as nacelles for Rolls-Royce engines used on Gulfstream aircraft.

In addition to producing aerostructures for commercial aircraft, Spirit designs, engineers, and manufactures structural components for military programs. We have been awarded a significant amount of work for Boeing’s P-8, C-40, and KC-46 tanker, all of which are commercial aircraft modified for military use. We are also involved in the development and production of various parts for the Sikorsky CH-53K heavy-lift helicopter and Bell V-280 tiltrotor aircraft. In addition, Spirit is proud to be a member of the Northrop Grumman B-21 Raider industry team. Spirit has invested heavily in research and development labs that enable us to deliver innovation and value on defense programs.

Spirit recently acquired Fiber Materials Inc. (“FMI”), an industry-leading technology company specializing in multi-directional reinforced composites that enable high-temperature applications such as thermal protection systems, re-entry vehicle nose tips, as well as rocket motor throats and nozzles. FMI's unique capabilities have positioned it as a leader in carbon-carbon high-temperature materials for hypersonic missiles, which the U.S. Department of Defense has identified as a national priority.

Spirit expects to complete its previously announced acquisitions of Asco and Bombardier aerostructures in 2020, which will increase its exposure to Airbus, business and regional jets, and defense work.

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Spirit Values and Fundamental Behaviors

Values

At Spirit, we believe that culture and values play an important role in the success of corporate strategy. Values are demonstrated in the way we think, act, and ultimately achieve results. The following values guide our ways of working:

	Transparency I am open, honest, and respectful with my communication. I speak up to share my ideas and build trust by making my intentions clear.
	Collaboration I align my actions with others, so we work together to achieve the best outcome in everything we do.
	Inspiration I encourage the best from others, and I lead by example to ensure innovation is a component of our success.

Fundamental Behaviors

	Safety	Our employees are our greatest asset. We are committed to conducting our operations in a manner that prioritizes the safety and continued health of our employees and other workers. We are committed to continual assessment, training, and investment to execute our safety goals and reduce injuries and incidents.
	Quality	We are committed to continually improving our quality and meeting or exceeding our customers’ quality expectations.
	On-Time Delivery	We are committed to successful on-time delivery. The success of our customers depends on our ability to meet their delivery expectations consistently.
	Customer Focused	Being a trusted partner to our customers is essential to our ability to win profitable new business. We focus on our customers by meeting our operating commitments and working alongside our customers to develop innovative solutions to their challenges. We are committed to continually investing in new technologies to improve quality, lower costs, and increase production capabilities, in a mutually beneficial way.

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About Spirit’s Director Nominees and Governance Practices

Director Nominees

Director Nominee Experience

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Board Composition

Corporate Governance Highlights

Board Practices		Stockholder Protections
8 out of 10 director nominees are independent		Right to call special meetings
All committees are composed solely of independent directors		No poison pill or similar plan
Separate chairman and CEO		Active stockholder engagement program
Regular executive sessions of non-management directors		Annual say-on-pay vote
Annual Board and committee evaluations		Annual election of all directors
Robust stock ownership requirements for directors		Majority voting standard in uncontested director elections
Regularly analyze Board and committee composition and succession		Right to act by written consent
Risk oversight process with separate committee roles		Market-standard proxy access right
Overboarding policy		Insiders are not permitted to short sell, hedge, or pledge Company securities

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About Spirit’s Executive Compensation Program

Overview of Spirit’s Executive Compensation Program

Highlights of our executive compensation program are below. For a full understanding of the compensation we pay to our named executive officers, please review our “Compensation Discussion and Analysis” and the related compensation tables in this Proxy Statement.

Our compensation objectives are to (i) attract, retain, and motivate highly qualified executive officers, (ii) pay-for-performance using short-term and long-term incentives, (iii) align interests of the Company’s executive officers with the Company’s stockholders by using compensation performance measures that are meaningful to our stockholders, and (iv) ensure compensation does not encourage inappropriate risk-taking by diversifying performance measures, using payment caps, and maintaining clawback policies, among other things. The 2019 compensation structure (excluding perquisite and “other” compensation, and excluding Mr. Kapoor) for our CEO and the other named executive officers (“NEOs”) is below. As the charts below demonstrate, 88% of our CEO’s direct compensation was variable based on performance goals, while 79% of the other NEOs’ direct compensation was variable based on performance.

2019 Pay-for-Performance Metrics

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Compensation Practices

Best Practices	What the Company Doesn’t Do
Align pay and performance - substantial portion of pay is delivered through variable, at-risk compensation	No ongoing new defined-benefit Supplemental Executive Retirement Plan accruals
Payout of annual cash incentive and performance-based restricted stock awards is capped at 200%	No short selling, pledging, or hedging stock
Performance goals are relevant, challenging, and tied to key measures of profitability and performance	No enhanced health and welfare benefit plans for executives
Long-term incentives paid entirely in stock	No accumulation of dividends on unvested performance-based restricted stock awards
Clawback policies	No dividend payments on time-based restricted stock awards until they vest
Robust stock ownership requirements	No tax gross-ups related to a change-in-control
Double-trigger change-in-control provisions	No guaranteed payouts on performance-based compensation (except for upon death, disability, or qualifying retirement)
Stockholders cast an annual advisory say-on-pay vote	No share recycling (other than in the context of forfeited shares)

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Overview

The Board of Directors is elected each year at the Company’s annual meeting of stockholders. Spirit currently has 10 directors. Each director elected at the Annual Meeting will serve until the 2021 annual meeting of stockholders and until the election and qualification of his or her respective successor, subject to the director’s earlier death or disability.

Based on the recommendations of the Company’s Corporate Governance and Nominating Committee (the “Governance Committee”), the Board has nominated each of the persons listed below for election as directors. Except for Dr. Cambone, who joined the Board on October 22, 2019, all nominees have served as directors of the Company since the 2019 annual meeting of stockholders.

Each of the nominees has agreed to serve if elected and, as of the date of this Proxy Statement, the Company has no reason to believe that any nominee will be unavailable to serve. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders’ intention is to vote the proxies for such other person as may be designated by the present Board to fill such vacancy.

The following information with respect to the 10 nominees is based on information furnished to the Company by each nominee and highlights the specific experience, qualifications, attributes, and skills of the individual nominees that have led the Board to conclude that each should continue to serve on the Board.

Director Nominees

	Stephen A. Cambone
	Age 67 Director Since 2019 Independent Director
	Recent Professional Experience:	Current Public Company Directorships:
	• Associate Vice Chancellor for Cyber Initiatives, Texas A&M University System (2017-present) • Trustee, Rumsfeld Foundation (2012-present) • Founder, Adirondack Advisors, LLC (2012-2018) • Senior positions at QinetiQ, Inc. (2007-2012), including Executive Vice President, Strategic Development, and President, Missions Solution Group • Undersecretary of Defense for Intelligence, U.S. Department of Defense (2003-2006) (served in other roles with the U.S. Department of Defense from 2001-2003)	• Spirit AeroSystems Holdings, Inc. (2019-present) Committee Assignments: • Audit • Risk
	Qualifications, Experience, Key Attributes, and Skills: Dr. Cambone brings to the Board extensive governmental affairs, defense, and intelligence expertise, along with executive leadership experience in the defense technology industry. Dr. Cambone yields world-class knowledge of cybersecurity matters and invaluable insight into strategic development given his years of experience in the private sector and government.

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	Charles L. Chadwell
	Age 79 Director Since 2008 Independent Director
	Pre-Retirement Professional Experience:	Current Public Company Directorships:
	• Vice President and General Manager of Commercial Engine Operations, General Electric Aircraft Engines (“GE Aviation”)(1994-2002) • Vice President, Operations, GE Aviation (1990-1994) • Vice President, Human Resources, GE Aviation (1988-1990)	• Spirit AeroSystems Holdings, Inc. (2008-present)
		Former Public Company Directorships Held in the Past Eight Years:
		• B/E Aerospace (2007-2012)
		Committee Assignments:
		• Governance (Chair) • Compensation
	Qualifications, Experience, Key Attributes, and Skills: Mr. Chadwell brings to the Board critical supply chain and manufacturing operations expertise, and executive leadership experience, within the commercial and defense aviation industry. Mr. Chadwell provides the Board with compensation, governance, and human resources expertise, and valuable insight and perspective into aviation industry trends, developments, and challenges. Mr. Chadwell also brings to the Board experience as a public company director.

	Irene M. Esteves
	Age 61 Director Since 2015 Independent Director
	Pre-Retirement Professional Experience:	Current Public Company Directorships:
	• Chief Financial Officer, Time Warner Cable Inc. (2011-2013) • Executive Vice President and Chief Financial Officer, XL Group plc (2010-2011) • Senior Vice President and Chief Financial Officer, Regions Financial Corporation (2008-2010)	• Spirit AeroSystems Holdings, Inc. (2015-present) • RR Donnelley & Sons Co. (2017-present) • Aramark Holdings Corp. (2015-present) • KKR Real Estate Finance Trust Inc. (2018-present)
		Former Public Company Directorships Held in Past Six Years:
		• Level 3 Communications (2014-2017) • TW Telecom Inc. (2014)
		Committee Assignments:
		• Audit (Chair) • Risk
	Qualifications, Experience, Key Attributes, and Skills: Ms. Esteves has experience in global finance, corporate strategy, human resources, treasury, accounting, tax, risk management, mergers and acquisitions, and investor relations across multiple industries. Ms. Esteves also brings to the Board experience as a public company director. In addition, Ms. Esteves qualifies as an audit committee financial expert under SEC rules.

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	Paul E. Fulchino
	Age 73 Director Since 2006 Independent Director
	Recent Professional Experience:	Current Public Company Directorships:
	• Operating Partner, AE Industrial Partners (“AEI”) (2015-present) • Senior Advisor, The Boeing Company (“Boeing”) (2010-2014) • Chairman, President and Chief Executive Officer, Aviall, Inc. (2000-2010) (Aviall became a wholly owned subsidiary of Boeing in September 2006) • President and Chief Operating Officer, B/E Aerospace, Inc. (1996-1999) • President and Vice Chairman, Mercer Management Consulting (1990-1996)	• Spirit AeroSystems Holdings, Inc. (2006-present)
		Former Public Company Directorships Held in Past Five Years:
		• Wesco Aircraft Holdings, Inc. (2008-2020; Wesco filed a securities termination registration notice in January 2020)
		Committee Assignments:
		• Compensation (Chair) • Governance
	Qualifications, Experience, Key Attributes, and Skills: Mr. Fulchino provides the Board with executive leadership experience, and extensive knowledge and expertise regarding the commercial aviation industry, the Company’s customers and supply base, compensation and human resource matters, and mergers and acquisitions. Mr. Fulchino also brings to the Board experience as a public company director.

	Thomas C. Gentile III
	Age 55 Director Since 2016
	Recent Professional Experience:	Current Public Company Directorships:
	• President and Chief Executive Officer, Spirit AeroSystems Holdings, Inc. (2016-present) • Executive Vice President and Chief Operating Officer, Spirit AeroSystems Holdings, Inc. (April 2016-August 2016) • President and Chief Operating Officer, General Electric Capital Corporation (2014-2016) • President and Chief Executive Officer, General Electric Healthcare Systems (2011-2014) • President and Chief Executive Officer, General Electric Aviation Services (2008-2011)	• Spirit AeroSystems Holdings, Inc. (2016-present) Former Public Company Directorships Held in Past Five Years: • Synchrony Financial Bank (2015)
	Qualifications, Experience, Key Attributes, and Skills: Mr. Gentile has demonstrated success in managing large, complex global technology businesses across multiple industries. He brings to the Board a deep understanding of aviation program management, product development, strategy, and business development. Mr. Gentile also brings to the Board experience as a public company director.

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	Richard A. Gephardt
	Age 79 Director Since 2006
	Recent Professional Experience:	Current Public Company Directorships:
	• President and Chief Executive Officer, Gephardt Consulting Group (“GCG”) (2007-present) • President and Chief Executive Officer, Gephardt Governmental Affairs (“GGA” and, together with GCG, the “Gephardt Group”) (2005-present) • Member, U.S. House of Representatives (1977-2005). During this time, he served as the House Minority Leader (1995-2003) and House Majority Leader (1989-1995)	• Spirit AeroSystems Holdings, Inc. (2006-present) • Centene Corp. (2006-present)
		Former Public Company Directorships Held in Past Five Years:
		• Century Link, Inc. (2007-2016) • Ford Motor Company (2009-2015) • U.S. Steel Corporation (2005-2015)
	Qualifications, Experience, Key Attributes, and Skills: Mr. Gephardt brings governmental affairs and public relations experience to the Board, along with labor management and union expertise. He provides the Board with a perspective on public policy, political affairs, and the regulatory environment. Mr. Gephardt also brings to the Board experience as a public company director.

	Robert D. Johnson, Chairman
	Age 72 Director Since 2006 Independent Director
	Pre-Retirement Professional Experience:	Current Public Company Directorships:
	• Chief Executive Officer, Dubai Aerospace Enterprise Ltd. (2006-2008) • Chairman, Honeywell Aerospace (2005-2006) • President and Chief Executive Officer, Honeywell Aerospace (known as Allied Signal Aerospace until 2000) (1999-2005) • President and Chief Executive Officer, Electronic and Avionics Systems, Honeywell Aerospace (known as Allied Signal Aerospace at the time) (1997-1999)	• Spirit AeroSystems Holdings, Inc. (2006-present) • Roper Technologies, Inc. (2005-present) • Spirit Airlines, Inc. (2010-present)
		Former Public Company Directorships Held in Past Eight Years:
		• Ariba, Inc. (2003-2012)
		Committee Assignments:
		• Compensation • Governance
	Qualifications, Experience, Key Attributes, and Skills: Mr. Johnson, Chairman of the Board, has aviation industry executive leadership experience and executive compensation and human resource experience, and provides the Board with valuable insight and perspective resulting from his expertise in marketing, sales, supply chain, and production operations. Mr. Johnson also brings to the Board experience as a public company director.

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	Ronald T. Kadish
	Age 71 Director Since 2006 Independent Director
	Recent Professional Experience:	Current Public Company Directorships:
	• Consultant, Raytheon (2018-2019) • Senior Executive Advisor, Booz Allen Hamilton (“BAH”) (2015-2019) • Executive Vice President, BAH (2005-2015) • Director, U.S. Missile Defense Agency (2002-2004) • Director, Ballistic Missile Defense Organization, U.S. Department of Defense (1999-2001) • Commander, Electronic Systems Center, Hanscom Air Force Base (1996-1999)	• Spirit AeroSystems Holdings, Inc. (2006-present)
		Former Public Company Directorships Held in Past Five Years:
		• Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (2015-2019) • Orbital Sciences Corp. (2005-2015)
		Committee Assignments:
		• Risk (Chair) • Governance
	Qualifications, Experience, Key Attributes, and Skills: Mr. Kadish provides the Board with unique expertise in military, program management, security, international, and governmental matters, including having served three decades in the U.S. Air Force, rising to the rank of Lieutenant General. He delivers critical insight to the Board with respect to enterprise risk management, cybersecurity, global security, and our defense customers’ needs and expectations. Mr. Kadish also brings to the Board experience as a public company director.

	John L. Plueger
	Age 65 Director Since 2014 Independent Director
	Recent Professional Experience:	Current Public Company Directorships:
	• Chief Executive Officer and President, Air Lease Corporation (“ALC”) (2016-present) • President and Chief Operating Officer, ALC (2010-2016) • President and Chief Executive Officer, International Lease Finance Corporation (“ILFC”) (2010) • President and Chief Operating Officer, ILFC (2002-2010)	• Spirit AeroSystems Holdings, Inc. (2014-present) • ALC (2010-present) Committee Assignments: • Audit • Risk
	Qualifications, Experience, Key Attributes, and Skills: Mr. Plueger provides the Board with valuable insight into the aviation industry and aviation operations management stemming from his executive leadership roles at ILFC and ALC. In addition, Mr. Plueger has significant experience in finance and accounting matters as a certified public accountant, having received his training as an auditor from PricewaterhouseCoopers. Mr. Plueger qualifies as an audit committee financial expert under SEC rules. Mr. Plueger also brings to the Board experience as a public company director.

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	Laura H. Wright
	Age 60 Director Since 2018 Independent Director
	Recent Professional Experience:	Current Public Company Directorships:
	• Senior Vice President and Chief Financial Officer, Southwest Airlines Co. (“SWA”) (2004-2012) • Vice President, Finance, and Treasurer, SWA (2001-2004) • Treasurer, SWA (1998-2001)	• Spirit AeroSystems Holdings, Inc. (2018-present) • TE Connectivity Ltd. (2014-present) • CMS Energy Corp. (and its wholly-owned subsidiary, Consumers Energy Company) (2013-present)
		Former Public Company Directorships Held in Past Five Years:
		• Pebblebrook Hotel Trust (2009-2019)
		Committee Assignments:
		• Audit • Risk
	Qualifications, Experience, Key Attributes, and Skills: Ms. Wright has experience in corporate finance and accounting, commercial aviation operations, risk management, and mergers and acquisitions as a result of her position as Senior Vice President and Chief Financial Officer of SWA, and various other financial positions held during her 25-year career at SWA. Ms. Wright worked for Arthur Young & Co. from 1982-1988 prior to joining SWA. Ms. Wright is a certified public accountant and qualifies as an audit committee financial expert under SEC rules, and also brings to the Board experience as a public company director.

Voting Standard

The Company’s bylaws provide for simple majority voting in an uncontested election of directors. In order for a director nominee to be elected, the votes that stockholders cast “FOR” the director nominee must exceed the votes that stockholders cast “AGAINST” the director nominee. In the event that an incumbent nominee does not receive the requisite majority of votes cast in this election, the Company will follow the procedure described under “General Information — What Happens if an Incumbent Director Nominee is Not Elected at the Annual Meeting?” Any shares not voted (whether by abstention, broker non-vote, or otherwise) will have no impact on the election of directors. Your broker may not vote your shares on this proposal unless you give voting instructions.

   The Board recommends that you vote FOR each of the director nominees.

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BOARD AND GOVERNANCE MATTERS

The Board’s Role

The Company is governed by its Board of Directors. Other than with respect to matters reserved to stockholders, the Board is the ultimate decision-making body of the Company. The Board is responsible for overseeing the Company’s strategy and performance, and protecting stockholder interests and value. Further, the Board is responsible for selecting and overseeing the Company’s executive officers, who set and execute the Company’s business strategy and handle the Company’s day-to-day operations.

In carrying out its responsibilities, the Board has created and delegated certain responsibilities to four standing committees: the Audit Committee, the Compensation Committee, the Governance Committee, and the Risk Committee. Additional information about these committees and their responsibilities is described under “Committees.”

Corporate Governance Guidelines

The Board is committed to maintaining corporate governance practices that maximize stockholder value. To further its commitment, the Board has adopted the Company’s Corporate Governance Guidelines (the “Governance Guidelines”) to ensure that the Board has the necessary authority and practices in place to effectively review and evaluate the Company’s strategy and operations, to make decisions that are independent of the Company’s management, to oversee management, and to monitor adherence to the Company’s standards and policies. The Governance Guidelines speak to a number of different matters including Board responsibilities, management succession, director conflicts of interest, director compensation, and director attendance at meetings, among other things. The Governance Guidelines are available at http://investor.spiritaero.com/govdocs.

Board Size

Pursuant to our bylaws, the Board of Directors is required to consist of three or more directors and may be increased or decreased at any time by the Board of Directors. Currently, the Board of Directors consists of 10 directors. Pursuant to its charter, the Governance Committee is responsible for reviewing the size of the Board and recommending to the Board any changes it deems appropriate with respect to Board size.

Board Leadership

The Company has separated the roles of Chief Executive Officer (“CEO”) and Chairman of the Board in recognition of the differences between the two roles and the value of independent leadership oversight. The Board believes that separation of the roles is appropriate for the Company as it maximizes the ability of the CEO to focus on Company strategy and operations without distraction, while benefiting from the Chairman’s perspective and insight. Because Mr. Johnson, the Chairman of the Board, is an independent director, the Board has not deemed it necessary to appoint a lead independent director.

While the CEO is responsible for implementing strategy and managing the day-to-day operations and performance of the Company, the Chairman of the Board performs the following duties:

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Board Composition

Selecting qualified individuals to serve as directors is key to the Board’s performance. The Governance Committee is responsible for evaluating qualified potential candidates to serve on the Board, and recommending to the Board for its selection nominees to stand for election as directors at the Company’s annual meeting of stockholders. This responsibility is further described in the Governance Committee’s charter, which is available at: http://investor.spiritaero.com/govdocs. In evaluating candidates, the Governance Committee and Board consider the qualifications and expertise of director candidates individually and in the broader context of the Board’s overall composition, taking into account any particular needs that the Company may have based on its strategic initiatives, risks, and opportunities. The Company has engaged a third-party international executive search firm to assist the Governance Committee in identifying and evaluating potential director candidates.

In evaluating individual candidates, the Governance Committee considers the personal ethics and values, experience, judgment, and diversity of the candidates, among other things. It is the policy of the Board that the Board reflect diversity of viewpoint, professional experience, education, skill, expertise, industry knowledge, and such other factors as the Governance Committee and Board believe would enhance the effectiveness of the Board. Nominees must have high standards of integrity and ethics, and convey a commitment to act in the best interest of the Company and its stockholders.

In addition, the Governance Committee considers the candidates’ employment and other commitments, and evaluates whether the candidates have sufficient time available to efficiently and effectively carry out the duties of directors. For additional information, see section “Overboarding Policy.”

Director Selection Process

Stockholder Candidates

It is the Governance Committee’s policy to consider candidates nominated by stockholders in compliance with applicable laws, regulations, and the procedures described in the Company’s bylaws and Proxy Statement. If a stockholder desires to recommend a director candidate for nomination by the Governance Committee, the stockholder should follow the procedures described under “Stockholder Proposals and Director Nominations for the 2021 Annual Meeting.” Director candidates recommended by stockholders will be considered and evaluated in the same manner as candidates discovered through other sources.

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Director Tenure and Refreshment

While the Company has added five new directors to its Board in the past six years, five of the nominees have served on the Board for more than 10 years. Through its annual evaluation process, the Board has determined that each of these five nominees provides diversity of experience and perspective, and plays an integral and necessary role in the boardroom. The Board has periodically evaluated age and term limits along with retirement policies, and has determined that such limits and policies may arbitrarily restrict valuable Board members from service. Instead, the Board has determined to continue evaluating its members on their merits based on the contributions they make in the boardroom and their ability to enhance overall Board effectiveness. The Board is committed to routine Board and director refreshment as needed to enhance Board effectiveness, and primarily uses Board and committee evaluations and composition discussions as its refreshment mechanisms.

Board and Committee Evaluations

Each year, the Governance Committee oversees an evaluation of the Board and each committee. The 2019 evaluation covered the following topics, among other things:

A summary of the evaluation process is below:

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Director Education

Our director education program is multifaceted and includes occasional site visits and tours, in-depth education seminars on topics of interest by senior management and external advisors, background material on the Company’s operations and strategy, and the regular provision of resources from various educational institutions to directors. Each new Board member receives onboarding programming that involves meetings with senior management, business overviews, and presentations on the Code of Business Conduct, insider trading, and various other policies and procedures. We encourage our directors to attend reputable director education programs sponsored by external advisors and educational institutions.

Director Independence

The Company’s Common Stock is listed on the New York Stock Exchange (the “NYSE”), and the Company uses the NYSE’s listing standards to determine director independence. Under the NYSE’s listing standards and the Governance Guidelines, the Board must consist of a majority of independent directors, and the Audit, Governance, and Compensation Committees must consist solely of independent directors. For a director to qualify as independent, the Board must determine that the director has no material relationship with the Company (either directly, or as a partner, stockholder, or officer of an organization that has a relationship with the Company). The Board performs an independence assessment of each director annually, with the assistance of the Governance Committee, and as circumstances may otherwise require.

In assessing the existence of a material relationship with the Company, the Board considers all relevant transactions, relationships, and arrangements required by the NYSE’s independence standards, as applicable to non-employee directors generally and as applicable to each committee. The Board examined each director’s involvement through directorships, employment, consulting relationships, or otherwise, with entities the Company does business with. In particular, the Board evaluated the following:

Based on this analysis, the Board has determined that all the director nominees are independent under the NYSE’s criteria, with the exclusion of Messrs. Gentile and Gephardt. All the committees of the Board are comprised solely of independent directors.

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Committees

The Board has four committees: the Audit Committee, Compensation Committee, Governance Committee, and Risk Committee. The Board has adopted written charters for each committee, which are available at http://investor.spiritaero.com/govdocs. Information on each committee is set forth in the table below.

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The Board’s Role in Risk Oversight

Management’s Role in Risk Management

The Company’s management is responsible for the identification, assessment, mitigation, and management of risks relating to the Company’s strategy and operations. Apart from reporting to the Board, management engages in a robust enterprise risk management process that involves: (i) risk-assessment surveys and interviews; (ii) reviewing, repositioning, and prioritizing identified risks by a risk council composed of executive leadership (the “Risk Council”); (iii) assigning risks to risk owners based on responsibilities with respect to the Company’s strategic objectives; (iv) developing and reporting mitigation plans by the risk owners and risk management team to the Risk Council; and (v) oversight by the Company’s internal audit function. On a quarterly basis, the status of the top risks identified in management’s enterprise risk management process, along with their associated mitigation plans, is presented to the Risk Committee. Recent risks that the Company have focused on include the B737 MAX situation and the coronavirus, or COVID-19.

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Cybersecurity

The Risk Committee of the Board is charged with reviewing the Company’s cybersecurity matters, and the Company reports to the Risk Committee quarterly regarding cyber practices and procedures. The Company requires cybersecurity education at all levels of the organization.

Communications with the Board

Stockholders and other interested persons may communicate with the Board, the Chairman of the Board and individual members of the Board and its committees through the following:

BY EMAIL to CorporateSecretary@spiritaero.com	BY MAIL to Corporate Secretary Spirit AeroSystems Holdings, Inc. 3801 S. Oliver St. Wichita, KS 67210-2112	IN PERSON at the Annual Meeting

The Corporate Secretary will forward communications received to the appropriate party. Receipt of communications clearly not appropriate for consideration by members of the Board, such as unsolicited advertisements, inquiries concerning the Company’s products and services, and harassing communications, are not forwarded to members of the Board.

Commitment to Stockholder Engagement and Responsiveness

We value the feedback and insight we gain from our engagement with stockholders. The Company’s management and subject-matter experts frequently meet with investors to discuss Company performance, governance practices, strategy, operations, and other matters of importance to our stockholders. In 2019, members of the Company’s management held more than 850 in-person and telephonic meetings with investors and analysts, and traveled throughout the continental U.S. and internationally to attend the meetings. The Company is committed to maintaining a robust stockholder outreach program in addition to regular participation at investor and community events and meeting with analysts. The Company welcomes feedback from all stockholders. Stockholders can contact the Company’s Investor Relations team by calling 316-523-7040 or emailing investorrelations@spiritaero.com.

2019 Board and Committee Meetings and Attendance

During 2019, there were four in-person meetings and eight telephonic meetings of the Board. All the Company’s directors attended 75% or more of the aggregate of all meetings of the Board and of committees on which they served in 2019 (with Dr. Cambone’s attendance being measured from his date of election, October 22, 2019). The Company’s Governance Guidelines provide that director attendance is expected at annual meetings of stockholders. With respect to the 2019 annual meeting, all of the then-current directors attended the meeting except for Messrs. Fulchino and Gephardt, who were unable to attend due to personal reasons.

In addition to scheduled Board meetings, the Board receives monthly reports from Mr. Gentile detailing financial results, operating highlights and challenges, and updates on strategic initiatives.

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Executive Sessions

As part of each quarterly in-person Board meeting in 2019, the Company’s non-employee directors met without management present in an executive session. During executive sessions, the non-employee directors reviewed management’s performance, compensation, talent development and succession planning, strategic considerations, corporate governance matters, and other matters of importance.

Overboarding Policy

Per our Governance Guidelines, directors are expected to ensure that other commitments, including outside board memberships, do not interfere with their duties and responsibilities as members of the Board. A director may not serve on the boards of more than four other public companies or, if the director is an active CEO or equivalent of another public company, on the boards of more than two other public companies. In addition, directors must notify the Governance Committee before accepting an invitation to serve on the board of any other public company or other for-profit entity. The director must not accept such service until being advised by the Governance Committee chair that such committee has determined that service on such other board would not create regulatory issues or potential conflicts of interest and would not conflict with the Company’s policies. All directors are in compliance with the Company’s overboarding policy as of the date of this Proxy Statement.

Code of Business Conduct

The Company is committed to the highest ethical standards and to complying with all laws and regulations applicable to the Company’s business. To support and articulate its commitment and responsibility in this regard, the Company has adopted the Code of Business Conduct (the “Code”). The Code addresses a number of topics, including the Foreign Corrupt Practices Act, conflicts of interest, safeguarding assets, insider trading, and general adherence to laws and regulations. All directors and employees, including executive officers, must comply with the Code. The Code is available on the Company’s website at http://investor.spiritaero.com/govdocs.

Policy Prohibiting Short Selling, Hedging, and Pledging

The Company has adopted a policy prohibiting the Company’s insiders from engaging in short selling, hedging, and pledging the Company’s securities. As it relates to hedging, insiders of the Company are prohibited from purchasing or selling, or making any offer to purchase or offer to sell, derivative securities related to the Company’s securities, such as exchange traded options to purchase or sell the Company’s securities or financial instruments that are designed to hedge or offset any decrease in the market value of the Company’s securities (including but not limited to prepaid variable forwards, equity swaps, collars, and exchange funds). Company insiders include all employees and directors of the Company as well as their spouses, domestic partners, minor children, economic dependents, other persons living in their households, or any corporations, partnerships, trusts, or other entities that they beneficially own, and any person over whom, or trust or other entity over which, they have control.

Succession Planning

The Board is responsible for overseeing management succession planning. At least twice annually, the Board reviews candidates for succession with respect to the CEO role and other senior management roles. Succession plans have been developed for both ordinary course succession and contingency planning due to an unforeseen event.

The Board receives updates on the development of the succession candidates regularly. Directors engage with potential succession candidates during formal presentations at Board and committee meetings, and informal events with candidates present.

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Compensation of Non-Employee Directors

Overview

Non-employee directors receive annual cash and equity compensation as described below. Equity compensation is granted under the Director Stock Program adopted under the 2014 Omnibus Incentive Plan, as amended (the “OIP”). The Compensation Committee reviews and approves non-employee director compensation amounts and practices annually. As part of their review, the Compensation Committee evaluates non-employee director compensation data from the companies in Spirit’s proxy peer group, including data regarding the size of equity awards. In addition, the Compensation Committee confers with its independent compensation consultant on the magnitude and type of non-employee director compensation, and reviews market data and benchmarking surveys provided by the consultant. Based upon that information, the Compensation Committee makes a recommendation to the Board. The Board approves the form and amount of compensation after considering the Compensation Committee’s recommendation.

In developing its recommendations, the Compensation Committee is guided by the following goals with respect to non-employee director compensation:

Compensation Elements

The following table describes the elements of the 2019 non-employee director compensation program:

Cash Retainers

Each Board member receives an annual cash retainer, which is paid quarterly. Further, the Chairman of the Board and each committee chairman receives an additional cash retainer. Directors may elect to have their retainers received in shares of restricted stock or restricted stock units (“RSUs”) in lieu of cash.

Equity Retainer

Each Board member receives an annual equity retainer, which may be paid annually in the form of restricted stock or RSUs. Both types of awards vest if the non-employee director remains continuously in service for the entire term to which the grant relates. If the non-employee director incurs a termination for any reason before the end of the term (before the annual meeting of stockholders following the grant), the awards are forfeited without any payment. The Board may, in its discretion, waive this one-year service condition (in whole or in part) if it deems it to be appropriate and in the best interests of the Company to do so. Upon vesting, shares of restricted stock are delivered to the directors; however, vested RSUs are not paid to the director until the date that the director leaves the Board. Restricted stock confers voting and dividend rights; dividends accrue during the restricted period and are paid out upon vesting. RSUs do not confer voting rights, but do confer dividend equivalent rights; dividend equivalents accrue during the restricted period and thereafter, and are paid out upon settlement. If the awards are forfeited, dividends or dividend equivalents, as applicable, are also forfeited.

Other Compensation

Directors are reimbursed for out-of-pocket expenses incurred in connection with their Board service. The Company does not provide perquisite allowances to non-employee directors.

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Non-Employee Director Stock Ownership Requirements

Non-employee directors are required to own stock equal to five times the annual Board cash retainer, which currently amounts to $525,000. Non-employee directors have four years of Board service to meet the minimum stockholder requirements. Restricted stock and RSUs held by directors are counted in determining whether the minimum stockholding requirements are satisfied. Information regarding the current stock ownership of the Company’s non-employee directors can be found below under “Stock Ownership — Beneficial Ownership of Directors and Executive Officers.”

As of March 9, 2020, all non-employee directors other than Ms. Wright, Dr. Cambone, and Mr. Gephardt were in compliance with the stock ownership requirements. Ms. Wright, who joined our Board on February 20, 2018, has until February 20, 2022 to meet the requirements. Dr. Cambone, who joined the Board on October 22, 2019, has until October 22, 2023 to meet the requirements. Mr. Gephardt’s non-compliance was due to the Company’s recent stock price movement (when the Company’s Common Stock price dropped below $52.68 per share on March 3, 2020, he became non-compliant with the requirements). The Company expects that Mr. Gephardt will become compliant with the requirements after receiving the 2020 annual non-employee director equity grant (subject to his election to the Board at the Annual Meeting).

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2019 Director Compensation Table

The following table sets forth non-employee director compensation for the fiscal year ended December 31, 2019 (note that Mr. Gentile’s compensation is set forth in the “Summary Compensation Table” and not included below).

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Related Person Transactions

Related Person Transaction Policy and Process

The Board has adopted a written Related Person Transaction Policy (the “RPT Policy”) that can be found on the Company’s website at http://www.investor.spiritaero.com/govdocs. The purpose of the RPT Policy is to ensure the proper evaluation, approval, or ratification, and reporting of related person transactions. Such transactions are only appropriate if they are fair to, and in the best interests of, the Company.

Under the RPT Policy, a related person transaction is any transaction in which the Company was, is, or will be a participant, where the amount involved exceeds $120,000, and in which a Related Person has, had, or will have a direct or indirect material interest. A Related Person is a director, director nominee, officer, or 5% stockholder, or any of their immediate family members. The existence of a direct or indirect material interest depends upon individual facts and circumstances and is determined by our General Counsel or the Governance Committee.

The Governance Committee is responsible for reviewing these transactions and determining whether they are fair to, and in the best interests of, the Company. After review of the relevant facts and circumstances, if the Governance Committee concludes the related person transaction is fair to, and in the best interests of, the Company, it may approve or ratify the transaction.

If the Governance Committee declines to approve or ratify any related person transaction, the Company’s General Counsel will review the transaction, determine whether it should be terminated or amended in a manner that is acceptable to the Governance Committee, and advise the Governance Committee of their recommendation. The Governance Committee will then consider the recommendation at its next meeting. If the General Counsel does not ultimately recommend the transaction to the Governance Committee or if the Governance Committee does not approve the transaction, the proposed transaction will not be pursued; or, if the transaction has already been entered into, the Governance Committee will determine an appropriate course of action with respect to the transaction.

Certain Related Person Transactions

Below are the transactions that occurred between January 1, 2019, and March 9, 2020, and fall within the definition of related person transaction in the RPT Policy or under Item 404 of Regulation S-K. With respect to each transaction, the Governance Committee reviewed the transaction in accordance with the RPT Policy and approved it on the basis that it was fair to, and in the best interests of, the Company.

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STOCK OWNERSHIP

Beneficial Ownership of Directors and Executive Officers

The following table sets forth, as of March 9, 2020, the shares of Common Stock beneficially owned by each director and named executive officer, individually, and by all the Company’s directors and executive officers as a group. Individually, each beneficially owns less than 1.0% of our Common Stock. Together, they beneficially own 1.04% of our Common Stock (including unvested time-based and performance-based restricted stock). The table also includes information about RSUs credited to the accounts of certain non-employee directors, which are not beneficially owned. For purposes of the table, shares are considered to be beneficially owned if the person, directly or indirectly, has sole or shared voting or investment power with respect to the shares. In addition, a person is deemed to beneficially own shares if that person has the right to acquire such shares within 60 days after March 5, 2020.

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Beneficial Ownership of Major Stockholders

The following table sets forth information with respect to beneficial owners of more than 5% of our outstanding securities as of March 9, 2020. The information set forth below is based on ownership statements filed with the SEC pursuant to Section 15(d) or 13(g) of the Exchange Act.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires directors, executive officers, and persons who own more than 10% of any registered class of a company’s equity securities to file beneficial ownership reports with the SEC. Such reports are filed on Form 3, Form 4, and Form 5 under the Exchange Act, as appropriate. To the Company’s knowledge, based solely on a review of these reports and the reporting persons’ written representations, the Company believes that all filings required to be made by reporting persons holding the Company’s Common Stock were timely filed in accordance with Section 16(a) of the Exchange Act in 2019.

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Overview

Stockholders are being asked to approve, on an advisory basis, the compensation of the named executive officers, or NEOs, as set forth under the heading “Compensation Discussion and Analysis.” This vote, which is referred to as the “say-on-pay” vote, is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s NEOs and the objectives, policies, and practices described in this Proxy Statement. We conduct a say-on-pay vote annually. The Board believes that executive compensation, as disclosed in this Proxy Statement, aligns with the Company’s peer group pay practices and furthers the Company’s compensation objectives.

Accordingly, the Board asks the Company’s stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed by the Company pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table, and other related tables and disclosures.”

The Board will review the voting results of Proposal 2 and take them into consideration when making future decisions regarding executive compensation.

Voting Standard

The affirmative vote of a majority of stockholders present, in person or by proxy, will constitute the stockholders’ non-binding approval with respect to Proposal 2. With respect to Proposal 2, a stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions and broker non-votes will be counted as present at the Annual Meeting and, therefore, they will have the effect of votes “AGAINST” Proposal 2.

Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on executive compensation matters unless the beneficial owner of such shares has given voting instructions on the matter. This means that, if your broker is the record holder of your shares, you must give voting instructions to your broker with respect to Proposal 2 if you want your broker to vote your shares on the matter.

   The Board recommends you vote FOR the resolution approving the compensation of our named executive officers.

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COMPENSATION DISCUSSION AND ANALYSIS

Our 2019 Named Executive Officers

The following Compensation Discussion and Analysis describes the 2019 compensation of our NEOs. Our 2019 NEOs were:

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Compensation Overview

Our executive compensation program is designed to enable us to attract, retain, and incentivize executive officers who can deliver short-term performance results and longer-term stockholder value. The following highlights the key items the Compensation Committee considers in the development, review, and approval of the NEOs’ compensation.

Our Compensation Objectives

The Company’s executive compensation program is designed to:

Setting Target Pay

The Compensation Committee reviews and approves the target pay levels for our NEOs with respect to salary, our annual cash incentive, and our long-term incentives. In setting these levels, the Compensation Committee reviews peer group compensation levels and broad survey data provided by the Compensation Committee’s independent compensation consultant. In addition, the Compensation Committee reviews the individual responsibilities, goals, and challenges with respect to the position in question, along with the experience, prior performance, and potential of the individual in question. The Company generally sets total annual direct compensation of the NEOs (consisting of base salary, the annual cash incentive, and long-term incentives) at a target level that is at or around the market median, subject to individual circumstances and exceptions. Additional information about the Company’s peer group and compensation-setting process can be found under “The Compensation Decision-Making Process,” and “Benchmarking” sections.

Aligning Pay with Performance

The Company aligns pay with performance by using a balance of short- and long-term incentives as well as cash and non-cash compensation. For either short- or long-term incentives, executive officers have the opportunity to earn in excess of market median levels when performance exceeds expectations. Conversely, if performance falls below expectations, the incentives pay below target levels, if at all.

In 2019, we linked pay with performance through the following variable pay:

Additional information on our incentives can be found under “2019 Compensation Program Elements.” Please see Appendix A for an explanation and reconciliation of non-GAAP measures.

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Our Pay Metrics

The table below explains the metrics we used to measure performance with respect to the Company’s compensation. In the first quarter of each year, the Compensation Committee sets these goals based on the Company's strategy and operating plans. The specific goals are set forth under “2019 Compensation Program Elements.” Goals are established with the expectation that, if performance is aligned with our operating plans, target payout should be achieved. To obtain maximum goals, performance would have to exceed our plans significantly. We expect that achievement of both maximum performance and below threshold performance will be infrequent.

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The Company’s Performance

The Company’s one- and three-year total stockholder return compared to its peer group, the Russell 3000 index, and S&P 500 index, is set forth below.

Note Regarding Chart Above: TSR is calculated using adjusted close prices. Three-year TSR is cumulative. Includes data from all members of the Company’s 2017–19 proxy peer group, excluding companies that were acquired during such period (Orbital ATK, B/E Aerospace, Rockwell Collins). Peer performance reflects the median performance of the peer group over the applicable period. For additional information on the companies within our peer group, see “2019 Proxy Peer Group.” Source: S&P’s Capital IQ.

CEO Target Pay Compared to Peers

The target pay of our CEO as compared to the target pay of other CEOs in our peer group is set forth below:

 

Note Regarding Chart Above: Represents 2018 target CEO pay for companies within our peer group and 2019 target CEO pay for the Company.

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2019 Compensation Program Elements

There are three major components to the Company’s compensation program for NEOs:

Base Salary

Base salary is a fixed cash amount designed to attract, retain, and motivate executive officers, and recognize responsibilities, experience, and performance. In determining base salary, the Compensation Committee considers market data for comparable roles, experience, skill set, prior positions held, performance, and responsibility level. The Company reviews each NEO’s base salary annually in January (and as circumstances or changes in responsibilities may require) and makes appropriate adjustments to account for performance, additional responsibilities, and market movement. We set base salary amounts as set forth under “Compensation Overview - Setting Target Pay.”

Annual Cash Incentive

The ACI is an annual cash award granted under the OIP. Each individual receives a total target ACI that is equal to a percentage of his or her total base salary. For 2019, this target amount was equal to 100% of base salary for all NEOs other than the CEO (the “Other NEOs”). For our CEO, until February 1, 2019, the target amount was equal to 140% of his base salary and, thereafter, 145% of his base salary. We establish ACI target amounts as set forth under “Compensation Overview - Setting Target Pay.”

Payout of the ACI depends on the attainment of individual and Company performance goals. Depending on the level of performance achieved, payout can be between 0 - 200% of target. The objectives of the ACI are to support our pay-for-performance philosophy, align the awards with stockholder interests, and motivate executives to achieve the Company’s near-term focus on safety, quality, delivery, and customer focus that drives the Company’s long-term performance.

The performance weighting for the NEOs’ ACIs are as follows:

With respect to the measurement of the performance components, the Compensation Committee used a scoring scale of 0.0 to 2.0, with 0.0 for unacceptable performance and 2.0 for exceptional performance.

Company Performance

The Company Performance component of each NEO’s 2019 ACI is scored based on the performance of the Company with respect to three quantitative metrics, each over a one-year period:

The manner in which Adjusted EBIT* and Adjusted FCF* are calculated is described in Appendix A.

In 2019, the Company exceeded its maximum performance goal with respect to Adjusted FCF,* but did not reach its threshold goal with respect to revenue and Adjusted EBIT.* As a result, the Compensation Committee determined a 1.00 score had been achieved with respect to Company performance. The following table summarizes the Company’s actual performance relative to the Company’s threshold, target, and maximum performance goals for 2019:

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Individual Performance

The Individual Performance component of the ACI is intended to further align executive compensation with performance in the Company’s focus areas in any given year by establishing relevant individual performance metrics that relate to each NEO’s assignments. This component was scored based on the achievement of such individual performance goals. Individual scores were calibrated to the Company’s score.

To determine the score for the CEO, the Compensation Committee reviewed his annual performance and personal contributions to the Company’s financial and operating results. With respect to the Other NEOs, the Compensation Committee first considered the report and recommendation of the CEO with respect to each person’s performance and score and, subsequently, the Compensation Committee conducted a subjective review of each NEO’s contributions to the Company during the fiscal year. With respect to 2019 performance, the NEOs received the following individual performance scores: Gentile: 1.00, Garcia: 1.00, Marnick: 1.08, Hawkins: 1.01, and Pilla: 1.03.

For additional payout information, please see “2019 ACI Payouts.” Descriptions of the NEOs’ 2019 individual performance contributions are set forth in “2019 NEO Performance and Compensation Decisions.”

2019 ACI Payouts

The formula for determining the 2019 ACIs and the resulting payouts are reflected in the table below:

Based on Company and individual performance results, the Compensation Committee believes the 2019 NEO ACIs were appropriate and achieved the objectives of the executive compensation program. While the ACIs were earned based on performance in 2019, they were paid out in February 2020. The ACI payouts are reported as 2019 compensation in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

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Long-Term Incentives

Long-term incentives are an important component of compensation, as they provide long-term, equity-based variable incentive compensation in keeping with the Company’s pay-for-performance philosophy for the entire executive group. Long-term incentives aid in retention, motivate, and reward executives with respect to long-term performance, align executives’ interests with stockholders’ interests, and promote stock ownership. Long-term incentives are delivered under the Company’s Long-Term Incentive Plan (the “LTIP”) under the OIP. Under the OIP, the Compensation Committee selects eligible persons to receive such awards and determines the nature and amount of each award. For 2019, each NEO received an annual target LTIP award equal to the percentage of his or her total base salary, at the time of the award, as provided in the table below:

The total annual target LTIP award consists of three components:

Time-Based Restricted Stock

In 2019, 60% of the target award amount was delivered in the form of a Time-Based Restricted Stock award vesting in three equal installments on each of the first, second, and third anniversaries of the grant date, subject to the recipient being employed by the Company on the vesting date. The Compensation Committee grants Time-Based Restricted Stock awards to assist in retaining NEOs and increase their stock ownership, which further aligns our NEOs’ interests with those of stockholders. Awards are approved by the Compensation Committee in January and granted after the Company's subsequent earnings release. The number of shares granted is determined based on the average of the opening and closing Common Stock prices on the third trading day after the Company’s earnings release following the date the award is approved by the Compensation Committee.

Dividends on Time-Based Restricted Stock awards accrue from the grant date and are paid out on vesting. If the underlying award is forfeited, the accrued dividends are forfeited as well.

Performance-Based Restricted Stock Tied to Total Stockholder Return

In 2019, 20% of the target award amount was delivered in the form of a Performance-Based Restricted Stock award tied to TSR. Payout of the award is based on the ranking of the Company’s TSR, expressed as a percentile, relative to the TSR of a group of the Company’s peers over a three-year tracking period as compared to threshold, target, and maximum performance goals. Participants are initially granted a number of unvested shares equal to the number of vested shares to which the participant would be entitled upon achievement of the target performance goal.

The table below sets forth these performance goals and vesting percentages:

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For grants made in 2019, the performance period runs from January 1, 2019 to December 31, 2021, and the vesting of the awards is dependent upon the Compensation Committee’s certification of the performance goal being achieved. An individual must be continuously performing services (or deemed to be continuously performing services) throughout the entire performance period, or none of the award will be earned.

For grants made in 2019, the TSR for the Company and each member of its peer group for the tracking period will be determined by calculating the percentage increase in the dividend-adjusted average closing share price for the 20 trading days ending December 31, 2018, and the 20 trading days ending December 31, 2021. If the Company’s TSR percentile ranking falls between the threshold and the target performance goals or the target and the maximum performance goals, the percentage of the award that a participant will receive is interpolated on a straight-line basis. If the Company’s TSR percentile ranking is below the threshold performance goal, the participant will not be entitled to any vested shares, and if the Company’s TSR percentile ranking is equal to or higher than the maximum performance goal, the participant will be entitled to a number of vested shares equal to 200% of the target award. If the Company’s TSR is negative, payout is capped at 100% regardless of percentile ranking. The Compensation Committee may apply negative discretion to the award payout. Dividends on Performance-Based Restricted Stock awards tied to TSR are not paid or accrued until the award vests.

Performance-Based Restricted Stock Tied to FCF Percentage

In 2019, 20% of the target award amount was delivered in the form of a Performance-Based Restricted Stock award tied to FCF Percentage.* Payout of the award is based on the Company’s free cash flow as a percentage of revenue over a three-year tracking period as compared to threshold, target, and maximum performance goals. FCF Percentage* is a measure of long-term cash generation driven by increasing revenue, reducing costs, improving productivity, and efficiently using capital. Participants are initially granted a number of unvested shares equal to the number of vested shares to which the participant would be entitled on achievement of the target performance goal.

The table below sets forth these performance goals and vesting percentages:

For grants made in 2019, the performance period runs from January 1, 2019 to December 31, 2021, and the vesting of the awards is dependent on the Compensation Committee’s certification of the performance goal being achieved. An individual must be continuously performing services through the entire performance period, or none of the award will be earned.

FCF Percentage* will be calculated on a cumulative basis over a three-year period (total free cash flow over three years divided by total revenue over three years). If the calculated percentage falls between the threshold and the target performance goals or the target and the maximum performance goals, the percentage of the award that a participant will receive is interpolated on a straight-line basis. If the Company’s percentage is below the threshold performance goal, the participant will not be entitled to any vested shares, and if the Company’s percentage is equal to or greater than the maximum performance goal, the participant will be entitled to a number of vested shares equal to 200% of the target award. The Compensation Committee may apply negative discretion to the award payout. Dividends on Performance-Based Restricted Stock awards tied to FCF Percentage* are not paid or accrued until the award vests.

For an explanation and reconciliation of FCF Percentage, please see Appendix A.

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Vesting Performance-Based Restricted Stock Awards

2016 Awards: The only performance-based restricted stock award that vested in 2019 was tied to TSR. Payout of the award was based on the ranking of the Company’s TSR, expressed as a percentile, relative to the TSR of a group of the Company’s peers over a three-year tracking period from January 1, 2016 to December 31, 2018, as compared to threshold, target, and maximum performance goals. On January 23, 2019, the Compensation Committee certified performance of the award at a percentile rank of 50th within the peer group. As a result, the award paid out at 100% (the payout was entirely in stock), as demonstrated in the table below:

2017 Awards: Two types of performance-based restricted stock awards vested in 2020. The first award type was tied to TSR and payout was determined consistently with the 2016 award described above. The award had a performance tracking period from January 1, 2017, to December 31, 2019. On January 21, 2020, the Compensation Committee certified performance of the award at a percentile rank of 58th within the peer group. As a result, the award paid out at 120% (the payout was entirely in stock), as demonstrated in the table below:

The second type of performance-based restricted stock award that vested in 2020 was tied to FCF Percentage.* Payout of the award was based on the Company’s free cash flow* as a percentage of revenue over a three-year tracking period from January 1, 2017, to December 31, 2019, as compared to threshold, target, and maximum performance goals. On January 21, 2020, the Compensation Committee certified performance of the award at 7.82%, which reflected an adjustment to Free Cash Flow* for the return of a cash payment of $236 million received from Boeing associated with the B787 interim pricing agreement. While the Company generally intends to base FCF Percentage* on Free Cash Flow* as opposed to Adjusted FCF,* an adjustment was appropriate in this circumstance as the Company excluded the receipt of the cash payments from Boeing in 2015 ($192 million) and 2016 ($43 million) from its applicable free cash flow* performance determination. As a result, the award paid out at 200% (the payout was entirely in stock), as demonstrated in the table below:

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2019 NEO Performance and Compensation Decisions

Mr. Gentile, President and Chief Executive Officer

Mr. Garcia, Former Senior Vice President and Chief Financial Officer

Ms. Marnick, Executive Vice President, Chief Administration Officer & Strategy

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Mr. Hawkins, Senior Vice President; President, Defense and Fabrication Division of Spirit AeroSystems, Inc.

Mr. Pilla, Senior Vice President, Chief Technology Officer

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The Compensation Decision-Making Process

As set forth in its Charter, the Compensation Committee is responsible for overseeing the administration of the Company’s compensation plans, policies, and programs. Further, the Compensation Committee is responsible for setting compensation for, and reviewing performance of, the Company’s executive officers. Pursuant to its charter, the Compensation Committee has the authority to delegate its responsibilities to such subcommittees as it deems appropriate, so long as the subcommittee is solely comprised of one or more members of the Compensation Committee. In setting executive officer compensation, the Compensation Committee takes into consideration the following:

Generally, the Compensation Committee strives for internal pay equity among the Company’s NEOs and accordingly, the types of compensation and benefits offered to the Company’s NEOs are consistent among the group. The Compensation Committee continues to examine existing and new compensation programs and practices to ensure that the Company’s compensation programs remain appropriate and consistent with the Company’s overall objectives and market practice.

The chart below reflects the annual compensation-setting process by regularly scheduled meeting of the Compensation Committee (certain items may shift during the year). In addition to the following, the CEO’s performance, along with all Company performance metrics used in the ACI or long-term incentives, are monitored and discussed quarterly.

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Benchmarking

Each year, the Compensation Committee, with the assistance of management and the independent compensation consultant, reviews external market data in order to determine the competitiveness of our compensation packages, highlight trends and regulatory implications, and develop incentive plan design alternatives. The market data reviewed is from the Company’s peer group and nationally recognized published survey data.

2019 Proxy Peer Group

The Company uses its peer group as a reference point for compensation design and award decisions. The Company’s peer group consists of companies similar to Spirit in size and operations (emphasizing aerospace and defense and auto-component manufacturers) and/or companies that compete with Spirit for executive talent. For 2019, the Company’s peer group was as follows (the companies are ranked by revenue and all ticker symbols are for the NYSE):

Proxy Peer Group Changes

No affirmative changes were made to the Company’s proxy peer group after the grant of long-term incentives in 2019, but the Compensation Committee noted that Harris Corp (HRS) was acquired by L3 Technologies (LLL) in July 2019, and Esterline Technologies Corporation (ESL) was acquired by TransDigm Group Inc. (the surviving company is not in the Company’s peer group) in March 2019.

Survey Data

In addition to benchmarking using the peer group, the Company also uses a broad survey sample from the independent compensation consultant’s executive compensation survey. The survey analysis considers companies in relevant industries (aerospace and defense, machinery, auto-component, and electrical equipment) as well as companies in other industries, when necessary, to complement data limitations. Survey data was size-adjusted to approximate the Company’s revenue either through regression or by limiting the survey sample to comparably-sized companies. This information was used by the Compensation Committee in establishing the compensation packages and target goals for the NEOs.

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Independent Compensation Consultant

The Compensation Committee’s Charter allows the committee to engage an independent compensation consultant to advise on executive compensation matters. For 2019, the Company engaged Willis Towers Watson directly for the purpose of providing analysis and advice with respect to compensation matters to the Compensation Committee. The consultant's engagement and fees related to work conducted for the Compensation Committee were reviewed and pre-approved by the Compensation Committee.

In addition to consulting services for the Compensation Committee, which were $189,219 in 2019, Willis Towers Watson provided other services to the Company during 2019 totaling $544,496. Of such amount, $406,974 related to due diligence support for acquisitions, and $137,522 related to a diversity and inclusion assessment conducted with respect to the Company’s employee population.

The Compensation Committee has determined, after considering and discussing criteria from the SEC and NYSE and Willis Towers Watson’s annual independence letter, that Willis Towers Watson does not have any conflicts of interest that would prevent objectivity.

Clawback Policies

The Company’s ACI and LTIP awards are subject to the clawback provision of the OIP, any applicable law and the Company’s 2017 Clawback Policy (the “2017 Policy”). The OIP clawback provision provides that the Compensation Committee may take certain actions, including canceling an award or causing the participant to forfeit any gains realized in connection with the award, if the participant, without the consent of the Company, engages in a detrimental activity. Detrimental activities include breaches of restrictive covenants, such as confidentiality, non-solicitation, and non-compete covenants, and any activity contributing to financial restatement or accounting irregularities that are appropriate to include in the 2017 Policy.

The 2017 Policy applies to the ACI and performance-based restricted stock awards (the “Covered Compensation”) held by current and former Section 16 officers of the Company (the “Covered Executives”). Specifically, in the event of a material restatement to the Company’s financial results due to material noncompliance by the Company with financial reporting requirements under applicable securities law (the “Triggering Event”), the result of which being that Covered Compensation would have been lower had it been calculated taking into account the effect of the Triggering Event, the Compensation Committee has the authority (subject to certain procedures and exceptions) to seek to recover excess compensation received by the Covered Executives.

Consideration of Advisory Stockholder Vote on Executive Compensation

The Company believes it is appropriate to seek and reflect the views of its stockholders on the design and effectiveness of the Company’s executive compensation program. Accordingly, consistent with the Company’s most recent say-on-pay frequency vote in April 2017, the Company holds an annual say-on-pay vote. At the Company’s 2019 annual meeting of stockholders, approximately 91% of stockholders present in person or by proxy voted in favor of the Company’s executive compensation programs. The Compensation Committee takes the annual say-on-pay proposal voting results into consideration when making future decisions regarding executive compensation.

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Compensation Risk Assessment

Annually (and as frequently as deemed necessary), the Compensation Committee assesses risks presented by our compensation program, policies, and award structures. This assessment is used to determine whether any of our compensation components incentivize executives to take risks that are not in the Company’s or stockholders’ best interests. In 2019, our Compensation Committee reviewed the following risk factors relative to our current compensation programs:

After reviewing our current compensation program and award structures, the Compensation Committee determined that our program does not incentivize executives to take excessive risks in light of the following features:

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Other Compensation Elements and Information

Benefits and Perquisites

In addition to the four basic compensation elements, we provide our NEOs with the additional benefits and perquisites described below. Benefits and perquisites received by NEOs are included in the “All Other Compensation” column of the “Summary Compensation Table.” These benefits are based on an assessment of benefits offered by our peers and competitors and are important for retaining the Company’s executive officers.

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Discontinued and Frozen Benefit Plans and Arrangements

The Company pays certain benefits through discontinued and frozen benefit plans and arrangements, which include the Supplemental Executive Retirement Plan (the “SERP”) and the Pension Value Plan (the “PVP”). A significant portion of Spirit’s operations related to Boeing aerostructures was owned and controlled by Boeing until 2005. In connection with the acquisition of these assets from Boeing, the Company adopted the SERP in order to attract certain employees from Boeing. The SERP provides supplemental, nonqualified retirement benefits to executives who (1) had their benefits transferred from a Boeing nonqualified plan to the SERP, and (2) did not elect to convert their SERP benefit into phantom stock units as of June 17, 2005. Benefits under this plan were frozen as of the date of the Boeing acquisition. There are no SERP annuity benefits presently payable to any of the NEOs. Mr. Pilla elected to convert his SERP benefit as of June 17, 2005, into 16,023 phantom stock units.

Also in connection with the Boeing acquisition, the Company adopted the PVP for certain eligible employees of Boeing, and allowed for the transfer of pension values from Boeing pension plans. The PVP is a frozen plan and no additional employees may become participants in the PVP, and no current participants are accruing any additional benefits (other than interest credits). The PVP is fully paid for by the Company, and the Company’s employees are vested after reaching five years of service. Other than Mr. Pilla, none of the NEOs received benefits under the PVP or SERP in 2019 or is eligible to participate in such plans. Mr. Pilla’s participation in the PVP is detailed under “Pension Benefits.” Mr. Pilla’s phantom stock units under the SERP are described under “Nonqualified Deferred Compensation.”

Post-Termination Payments and Change-in-Control Compensation

The Company believes competitive severance protection is an appropriate incentive in attracting and retaining executive talent. The Company has provided for post-termination severance compensation through certain individual employment agreements and has also agreed to individual severance arrangements at the time of termination of employment, taking into account the specific facts and circumstances of termination. Certain of our employment agreements provide benefits upon a change-in-control.

Further, certain of the Company’s benefit plans provide for compensation upon termination or in connection with a change-in-control. The ACI, long-term incentives, and Perquisite Allowance Plan are subject to double trigger change-in-control provisions.

You can find additional information regarding the Company’s practices in providing compensation in connection with termination of employment under the heading “Potential Payments Upon Termination or Change-in-Control.”

Accounting and Tax Treatment of Compensation

When evaluating the Company’s compensation programs, the Company takes into account the various accounting, tax, and disclosure rules associated with such matters, including Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) and Section 409A of the Code. Section 162(m) generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to “covered employees” each year. The Compensation Committee generally seeks to award compensation that would allow it to preserve tax deductions; however, the Compensation Committee reserves the right to set compensation at the levels and in the manner (tax-deductible or not) that it determines to be in the best interests of the Company and its stockholders.

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Stock Ownership Requirements

The Company maintains stock ownership requirements for its NEOs and other senior executives to further promote alignment of management and stockholder interests. The ownership requirements (measured by the value of Common Stock required to be held) are based on a multiple of base salary tied to position, and establish the following target levels for Company stock ownership:

The stock ownership requirements mandate that the CEO and other senior officers accumulate their required positions within the later of: (i) five years after the adoption of the guidelines, or (ii) five years after being hired or promoted into the officer position. The Company believes that five years provides a reasonable goal for executives to accumulate shares through earned incentive awards.

During the five-year accumulation period, all NEOs are expected to continuously accumulate qualifying equity until they meet the applicable stock ownership guideline.

The Company reviews ownership positions on an annual basis. Based on the review conducted in 2019, the Company determined that the NEOs own appropriate amounts of Company stock in light of the minimum stock ownership requirements and the portions of their respective accumulation periods that have passed. The Company may restrict any officer from liquidating any of his or her then-current holdings in Company stock, except for those shares that are sold to meet Company tax-withholding requirements. The Company may modify or waive the requirements of the guidelines at its discretion if it determines that compliance would result in severe hardship for an officer. Note that the Company’s insider trading policy prohibits Company employees from engaging in short sales of the Company’s securities, and hedging and pledging the Company’s securities. For additional information on this policy, see “Board and Governance Matters - Policy Prohibiting Short Selling, Hedging, and Pledging.”

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Summary Compensation Table

The following table summarizes the compensation of the NEOs for the last three fiscal years.

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Employment and Separation Agreements

Spirit has employment agreements with all of its NEOs except for Mr. Pilla. A brief description of the material terms is below. In addition, the material terms of the separation agreements of Messrs. Garcia and Gentile are included below.

Mr. Gentile’s Employment Agreement

On February 13, 2016, we entered into an employment agreement, effective April 1, 2016, with Mr. Gentile with respect to his position as Executive Vice President and Chief Operating Officer. Pursuant to the employment agreement, Mr. Gentile received a base salary of $1,000,000 per year. In addition, Mr. Gentile was eligible for an ACI equal to 140% of his base salary, and an annual target LTIP award equal to 300% of his base salary. Mr. Gentile was also entitled to receive an annual DCP Company contribution of $600,000.

Effective August 1, 2016 (in recognition of Mr. Gentile’s appointment as President and CEO), Mr. Gentile’s base salary increased to $1,100,000 and his annual target LTIP award increased to 400% of his annual base salary. Mr. Gentile received salary and LTIP target award increases in the first quarter of 2017 and 2018. Most recently, in February 2019, Mr. Gentile’s salary increased to $1,300,000, his annual target ACI award increased to 145% of his annual base salary, and his annual target LTIP award was increased to 550% of his annual base salary.

Potential payments and termination events under Mr. Gentile’s employment agreement are described under “Potential Payments Upon Termination or Change-in-Control — Employment Agreements.”

Mr. Garcia’s Employment Agreement and Resignation Agreement

On November 23, 2018, we entered into an employment agreement with Mr. Garcia with respect to his position as Senior Vice President and Chief Financial Officer, effective January 9, 2019. Pursuant to the employment agreement, Mr. Garcia received a base salary of $615,000 per year. In addition, Mr. Garcia was eligible for an ACI award with a target value equal to 100% of his base salary, and an annual target LTIP award equal to 200% of his base salary. Mr. Garcia was also entitled to receive an annual DCP Company contribution of $100,000.

The Company granted Mr. Garcia a cash sign-on award of $750,000, of which $250,000 was paid in 2019, and $500,000 was paid in 2020. Mr. Garcia received a sign-on restricted stock award of $1,500,000. The first portion of this award, the Initial Sign-On RS, was granted on February 6, 2019, with a grant date fair value of $1,000,080, and the second award of $500,000 was to be granted no later than the first anniversary of the effective date (the “Subsequent Sign-On”). Each of the sign-on stock awards were to vest over three years.

On January 29, 2020, Mr. Garcia resigned. On January 31, 2020, the Company and Mr. Garcia entered into a Resignation Agreement and General Release (the “Garcia Agreement”). Under the terms of the Garcia Agreement, and in consideration of Mr. Garcia’s future cooperation, release of claims, and compliance with certain obligations, including confidentiality, non-competition, non-solicitation, and non-disparagement covenants, Mr. Garcia will receive separation payments comprised of the following:

Given Mr. Garcia continued to be employed by the Company through December 31, 2019, potential payments and termination events under Mr. Garcia’s employment agreement are described under “Potential Payments Upon Termination or Change-in-Control — Employment Agreements.”

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Mr. Kapoor’s Employment Agreement and Retirement Agreement

On August 23, 2013, we entered into an employment agreement, effective September 23, 2013, with Mr. Kapoor with respect to his position as Senior Vice President and Chief Financial Officer. Initially, Mr. Kapoor was entitled to a base salary of $525,000, and was eligible for an ACI equal to 100% of his base salary, an annual target LTIP award of 200% of his base salary, and, from time to time, a target discretionary bonus in the form of cash or equity of 10% of earned base salary. On July 26, 2016, Mr. Kapoor’s title was changed to Executive Vice President and Chief Financial Officer.

Mr. Kapoor received salary increases in 2015 and 2016. Most recently, in May 2016, the Board increased Mr. Kapoor’s base salary to $650,000 and in January 2018, Mr. Kapoor’s LTIP target award was increased to 300% of his base salary.

On November 20, 2018, the Company entered into a Retirement Agreement and General Release (the “Retirement Agreement”) with Mr. Kapoor. Pursuant to the Retirement Agreement, Mr. Kapoor resigned from the position of Senior Vice President and Chief Financial Officer on January 9, 2019 and, thereafter, served as Senior Financial Advisor until March 31, 2019 (the “Retirement Date”). For one year following the Retirement Date, Mr. Kapoor was to provide consulting services to the Company (the “Consulting Term”).

Under the terms of the Retirement Agreement and in consideration of Mr. Kapoor’s cooperation in the transition and provision of consulting services, release of claims, and compliance with certain obligations, including confidentiality, non-competition, non-solicitation, and non-disparagement covenants, Mr. Kapoor received separation payments comprised of the following:

In addition, until his Retirement Date, Mr. Kapoor continued to receive his base salary then in effect and vest as an active employee in his outstanding awards under the LTIP in accordance with their terms, including, in the case of performance-based grants, the satisfaction of applicable performance criteria. Following the Retirement Date, Mr. Kapoor was entitled to receive his account balance and accrued benefit, as applicable, under the Company’s RSP in accordance with the terms thereof.

Other Employment Agreements

Both Ms. Marnick and Mr. Hawkins have employment agreements with the Company. However, both of their roles have changed significantly since the employment agreements were entered into, and all termination benefits expressly provided by the agreements have expired. Accordingly, the Company does not believe a description of the terms of such agreements is necessary to understand the information disclosed in the “Summary Compensation Table.”

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Grants of Plan-Based Awards in 2019

The following table presents information regarding grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2019. For more information on the terms applicable to the awards reflected below, please see “2019 Compensation Program Elements.”