Do these 3 things before closing this tab:
1Clear out junk files and repair common Windows errors2Fix the driver behind crashes, sound loss and screen glitches3Repair Windows errors before they cause bigger problemsThe $28.5 million figure was an SEC proxy estimate of merger-related compensation for Spirit AeroSystems CEO Patrick M. Shanahan—not a confirmed $28.5 million cash payout. The estimate combined cash, equity and benefits, and Boeing completed its acquisition of Spirit on December 8, 2025.
What did Spirit’s proxy estimate for Shanahan?
Spirit AeroSystems’ 2024 merger proxy put Shanahan’s estimated merger-related compensation at $28,511,134. The filing’s “golden parachute” label covered compensation based on or related to the merger, and its total combined three different forms of compensation:
| Component | Estimated amount |
|---|---|
| Cash | $2,338,462 |
| Equity | $26,127,672 |
| Perquisites and benefits | $45,000 |
| Total | $28,511,134 |
These are the amounts in Spirit’s 2024 proxy statement/prospectus filed with the SEC. The equity estimate made up most of the total; it should not be described as cash received.
Why the estimate is not proof of a final payout
The proxy’s table estimated compensation that “will or may become payable” at the merger’s effective time or after a qualifying termination. It used assumptions described in the filing, so the disclosed total is not evidence of the final amount Shanahan received or the value he ultimately realized from equity awards.
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The retention award and its conditions
The proxy describes a one-time restricted stock unit award granted to Shanahan on June 30, 2024, when Spirit and Boeing signed the merger agreement. The award was scheduled to vest at the earlier of the one-year anniversary or merger completion, subject to continued employment; the filing also describes specified treatment if a qualifying termination occurred. These terms explain why equity appears in the estimate, but do not establish that every condition was met or that its realized value equaled the proxy’s estimate.
Could shareholders vote down the compensation?
Spirit shareholders were asked to cast a non-binding, advisory vote on the merger-related compensation. The proxy said the vote’s outcome would not bind Spirit, its board, Boeing or Boeing’s board. Compensation remained subject to merger completion and applicable contractual conditions, regardless of how shareholders voted on the advisory proposal.
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Did Boeing complete the acquisition?
Yes. Boeing completed its acquisition of Spirit AeroSystems on December 8, 2025. Boeing’s 2025 Form 10-K says 117.5 million Spirit shares were exchanged for 22.98 million Boeing shares at an exchange ratio of 0.1955. The Boeing 2025 Form 10-K records the share exchange; the Associated Press report published December 8, 2025 reported the closing and described the purchase value as $4.7 billion. That transaction figure is separate from Shanahan’s compensation estimate.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the CEO-role context does—and does not—show
Spirit’s proxy says Boeing’s board chair asked Shanahan whether he would be interested in being considered for Boeing’s CEO role. It also says other Spirit directors led merger negotiations, while Shanahan provided input when requested. That is relevant context about the merger period, but the proxy’s account alone does not establish improper conduct.
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