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

SCHEDULE 14A

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the Securities Exchange Act of 1934 (Amendment No.           )

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SPIRIT AEROSYSTEMS HOLDINGS, INC.

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DEAR FELLOW
STOCKHOLDERS

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

March 11, 201920, 2020 On behalf of the Board of Directors, we are delighted to invite you to attend the 20192020 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 of Annual Meeting of Stockholders and accompanying Proxy Statement. While 20182019 was a challengingan unprecedented year for the Company due to the worldwide grounding of the B737 MAX, our largest program. Spirit itfaced 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 time of great learningnew frontier for Spirit and adaptation that has preparedwill expand our Airbus work content and give us well for successa 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 2019January 2020), which provides us additional exposure to defense customers and beyond. The majority of issues impactedbrings us key work content in the Boeing 737 program, driven by rate increases, supplier limitations,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 learning curve transitioningseasoned defense leader and well-versed in cyber matters. His contributions to the 737 MAX. Likewise, on the A350 XWB program,Board are tremendous, and we experienced weather delays and technology complications at our plant in Kinston, N.C. However, thanks to tremendous efforts on all programs by our employees and suppliers,are grateful for his experience as we ended the year back on our master delivery schedule and met our financial targets. Highlights of 2018 include: • Reported revenue of $7.222 billion, up 3% from 2017 • Delivered on our 2018 capital deployment plan, returning significant value to investors through share repurchases and dividends (including a 20% increase in the quarterly cash dividend amount) • Received multiple innovation and supplier awards from our customers • Pursued commercial,navigate defense and fabrication growth opportunities • Increased research and development efforts and our useincreasingly interconnected marketplace. We are excited about the Company’s future as we expand our capabilities and expertise. Due to the continued grounding of digital technologies • Signedthe 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 new long-term contract with Boeing covering pricing on a range of programs into the next decade • Engaged with our stockholders and other constituents on various items including strategy, capital deployment, corporate governance, and operational performance In 2019, we will be challenged to continue to meet rate increases and deliver on time and with high quality on all our programs, all while being relentless in safety and cost control. Yet, we remain confident in our ability to have a successful year.stronger, more diversified company. We thank you for your continued support of Spirit and look forward to seeing you at the Annual Meeting.

Notice of 20192020 Annual Meeting of Stockholders

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

March 11, 2019

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 24, 201920, 2020

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

The 20192020 Annual Meeting of Stockholders (the “Annual Meeting”) of Spirit AeroSystems Holdings, Inc. (“Spirit” or the “Company”) will be held:

WEDNESDAY, APRIL 24, 201922, 2020

11:00 a.m. EasternCentral Time

Fairmont Hotel, Dumbarton RoomGrand Hyatt DFW

2401 M St. NW2337 S. International Pkwy.

Washington, DC 20037Dallas, TX 75261

Items of business include:

StockholdersThe 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 February 25, 2019,the close of business on the Record Date are entitled to receive notice of, and may vote at the Annual Meeting. We are furnishing proxy materials to our stockholders primarily over the internet rather than mailing paper copies. On March 11, 2019, we commenced distributing to our stockholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) or a paper copy of the proxy materials and our Annual Report, along with a proxy card or voting information form. The Notice contains instructions on how to access and review the proxy materials, including this Proxy Statement and our Annual Report, on the internet and instructions on how to vote. StockholdersYou may vote in person at the Annual Meeting, or by internet, pursuant to the instructions set forth in the Proxy Statement. In addition, if you received a paper copy of the proxy materials, you may vote by completing andphone, or mail (by returning ayour proxy card or voting instruction form). For more detailed information form, as applicable, pursuant toon voting, see the instructions set forth in the Proxy Statement.

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

Table of Contents

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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 uponon at the Annual Meeting and our 20182019 performance, please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.2019.

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 25, 2019,24, 2020, may vote their shares using any of the following methods:

BY INTERNET VIACOMPUTER Visit www.proxyvote.com	BYMOBILE INTERNETDEVICE VIATABLETORSMARTPHONEUse your tablet or smartphone to scan the QR code above	BY MAIL If you received a paper copy of the materials, completeComplete and return the enclosed proxy card or voting instruction form	BYPHONE 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 737B737 fuselage, the front section of the 787B787 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 A330, and A380.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 in-development 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 a determiningan 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 delivering onmeeting or exceeding our customers’ quality expectations.
	On-Time Delivery	Aside from safety and quality,We are committed to successful on-time delivery is our goal.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 operationaloperating 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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Corporate CitizenshipBoard Composition

Spirit’s corporate values are demonstrated through commitments to key community initiatives, from volunteer activities to corporate- and employee-funded grants. Our values are demonstrated through the way we conduct our business and our commitments, which include the following:

	CharitableGiving We believe the opportunity to do business in a community comes with a responsibility to give back. In 2018, more than $2.9 million was donated by Spirit and $2.7 million by Spirit employees to nonprofit organizations supporting education, arts and culture, civic engagement, and health and human services.
	CommunityInvolvement Whether it is serving on the board of a nonprofit or serving meals to the hungry, Spirit leaders and employees give generously of their time and talents. Recent Company-sponsored activities include: • Mentoring students interested in science, technology, engineering, or mathematics careers • Providing school supplies for thousands of U.S. children • Building homes for low-income families • Supporting an orphanage in Malaysia • Refurbishing a children’s respite facility in the U.K. • Creating memorial and recreational areas in local veterans’ centers
	GlobalDiversity We are committed to promoting diversity — not only because it is the right thing to do, but because it drives innovation and growth.
	Environment,Health,andSafety We conduct our business in a manner that protects the environment and promotes the health, safety, and well-being of our employees and our surrounding communities.
	EthicsandCompliance We uphold the highest ethical standards, and we are committed to complying with all laws and regulations applicable to our business and our Code of Business Conduct.

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About Spirit’s Director Nominees and Governance Practices

Director Nominees

Nominee Qualifications

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Board Composition

Corporate Governance Highlights

Board Practices		Stockholder Protections
Independent Chairman of the Board		Proxy access right
7   8 out of 910 director nominees are independent		Right to call special meetings
Overboarding policy   All committees are composed solely of independent directors		Right to act by written consent   No poison pill or similar plan
Ongoing director education program   Separate chairman and CEO		Active stockholder engagement program
Regular executive sessions of non-management directors		Annual say-on-pay vote
Annual boardBoard and committee evaluations		Annual election of all directors
Robust stock ownership requirements for directors		Majority voting standard in uncontested director elections
Anti-hedging   Regularly analyze Board and pledging policycommittee composition and succession		No poison pill or similar plan   Right to act by written consent
Robust risk   Risk oversight process with Board andseparate 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 and Practices

Overview of Spirit’s Executive Compensation Program

We provide highlightsHighlights of our executive compensation program are below. For a full understanding of the compensation paidwe pay to our named executive officers, please review our Compensation“Compensation Discussion and AnalysisAnalysis” 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 performancepay-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 a clawback policy,policies, among other things. The 20182019 compensation structure (excluding perquisite orand “other” compensation)compensation, and excluding Mr. Kapoor) for our CEO and the other named executive officers (“NEOs”) is below. As the charts below demonstrate, 87%88% of our CEO’s direct compensation was variable based on performance goals, while 77%79% of the other NEOs’ direct compensation was variable based on performance.

2019 Pay-for-Performance Metrics

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Compensation Practices Checklist

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
Clawback policy   Payout of annual cash incentive and performance-based restricted stock awards is capped at 200%	No share recycling (other than in the context of forfeited shares)short selling, pledging, or hedging stock
Robust stock ownership requirements	No tax gross-ups related to a change-in-control
Performance goals are relevant, challenging, and tied to creationkey measures of stockholder valueprofitability and performance	No enhanced health and welfare benefit plans for executives
Double-trigger change-in-control provisions   Long-term incentives paid entirely in stock	No guaranteed payoutsaccumulation of dividends on unvested performance-based compensation (except for upon death, disability, or retirement after the age of 62, beginning with equityrestricted stock awards granted in 2018)
Offer market-competitive benefits   Clawback policies	No dividend payments on time-based restricted stock awards until they vest
Pay long-term incentives entirely   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 stock	No accumulationthe context of dividends on unvested performance-based restricted stock awardsforfeited 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 nine10 directors. Each director elected at the Annual Meeting will serve until the 20202021 annual meeting of stockholders and until the election and qualification of his or her respective successor, subject to suchthe 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. AllExcept for Dr. Cambone, who joined the Board on October 22, 2019, all nominees have served as directors of the Company since the 20182019 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 nine10 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,KeyAttributes,andSkills: 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 7879 Director Since 2008 Independent Director
	Pre-Retirement Professional Experience:	FormerCurrent Public Company Directorships Held in the Past 7 Years: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 expertise,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.

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	Irene M. Esteves
	Age 6061 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 (2014-present), Holdings Corp. (2015-present) • KKR Real Estate Finance Trust Inc. (2018-present)
		Former Public Company Directorships Held in Past 5Six 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 the rules of the Securities and Exchange Commission (the “SEC”).SEC rules.

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	Paul E. Fulchino
	Age 7273 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.)2006) • President and Chief Operating Officer, B/E Aerospace, Inc. (1996-1999) • President and Vice Chairman, Mercer Management Consulting (1990-1996)	• Wesco AircraftSpirit AeroSystems Holdings, Inc. (2008-present)(2006-present)
		Committee Assignments: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.

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	Thomas C. Gentile III
	Age 5455 Director Since 2016
	Recent Professional Experience:	FormerCurrent Public Company Directorships Held in Past 5 Years:Directorships:
	• President and Chief Executive Officer, Spirit AeroSystems Holdings, Inc. (2016-present) • Executive Vice President and Chief Operating Officer, Spirit AeroSystems Holdings, Inc. (April (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 7879 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 CorporationCorp. (2006-present)
		Former Public Company Directorships Held in Past 5Five 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 expertiseexperience to the Board, along with labor management and union expertise. He provides the Board with a diverse perspective on public policy, political affairs, and the regulatory environment. Mr. Gephardt also brings to the Board experience as a public company director.

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	Robert D. Johnson, Chairman
	Age 7172 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 (2000-2005)(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 7Eight 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 experience inand executive compensation and human resource matters,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 7071 Director Since 2006 Independent Director
	Recent Professional Experience:	FormerCurrent Public Company Directorships Held in Past 5 Years:Directorships:
	• Consultant, Raytheon (2018-Present)(2018-2019) • Senior Executive Advisor, Booz Allen Hamilton (“Booz”BAH”) (2015-2018)(2015-2019) • Executive Vice President, BoozBAH (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, (2015-2018), 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.

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	John L. Plueger
	Age 6465 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 the rules of the SEC.SEC rules. Mr. Plueger also brings to the Board experience as a public company director.

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	Laura H. Wright
	Age 5960 Director Since 2018 Independent Director
	Recent Professional Experience:	Current Public Company Directorships:
	• Sole Member and Founder, GSB Advisory, LLC (2013-present) • 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 ownedwholly-owned subsidiary, Consumers Energy Company) (2013-present)
		Former Public Company Directorships Held in Past 5Five 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, experience, commercial aviation operations, experience, risk management, experience, and mergers and acquisitions experience, 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. in Dallas from 1982-1988 prior to joining SWA. Ms. Wright is a certified public accountant and qualifies as an audit committee financial expert under theSEC rules, of the SEC. Ms. Wrightand 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 Regarding the Meeting — 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 nine10 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 separateshas 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 setting the strategic direction of the Companyimplementing 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 example, the Governance Guidelines limit the number of boards that any director may serve on to five (including the Company’s Board), or three boards (including the Company’s Board) in the case of a director who is an active chief executive officer at another public company.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 20202021 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 fourfive new directors to its Board in the past fivesix years, five of the nominees have served on the Board for more than ten10 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 and, thus, reduce stockholder value.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 rigorous boardBoard 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 20182019 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.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) semi-annual 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, areis 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 oversight ofreviewing the Company’s cybersecurity matters. Thematters, and the Company hired a Chief Information Security Officer (“CISO”) in early 2018 to oversee the Company’s cybersecurity practices and procedures. The CISO reports to the Risk Committee quarterly regarding suchcyber practices and procedures. The Company took several steps in 2018 to mitigate cybersecurity risks, such as upgrading operating and monitoring systems, hiring specialized personnel, and reviewing and improving applicable policies 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 members of any committee of the Board, or one or more non-employee directorsand 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 (we expect all of our directors to attend)

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

Engagement

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 2018,2019, members of the Company’s management held more than 560850 in-person and telephonic meetings with investors and analysts, and traveled throughthroughout the continental U.S. and to the U.K.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.

Responsiveness

At the 2018 annual meeting, two proposals were put forth regarding the stockholders’ right to call special meetings. Proposal 4 was a proposal from the Company’s Board to reduce the threshold required to call a special meeting from a majority of stockholders to 25%. Proposal 5 was a stockholder proposal to reduce the threshold required to call a special meeting from a majority of stockholders to 10%. At the 2018 annual meeting, stockholders voted overwhelmingly in favor of Proposal 5. After the 2018 annual meeting, the Company’s management engaged with several stockholders on the matter and reported the conclusions from the engagement efforts to the Board. On July 23, 2018, after careful consideration of the matter, the Board amended the Company’s bylaws to lower the threshold required to call a special meeting from a majority of stockholders to 10%, consistent with Proposal 5. The Board also adopted a number of customary protections around the right to protect against misuse. The bylaws, as amended, are available on the Company’s website at http://investor.spiritaero.com/govdocs.

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2018 Board and Committee Meetings and Attendance

During 2018,2019, there were four in-person meetings and seveneight 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 2018.2019 (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, andstockholders. With respect to the 2019 annual meeting, all of the Company’sthen-current directors attended the 2018 annual meeting of stockholders.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, operationaloperating highlights and challenges, and updates on strategic initiatives.

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Executive Sessions

As part of each quarterly in-person Board meeting in 2018,2019, 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 personal 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 directors and 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 20182019 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.

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Board and Committee Meeting Fees

Until April 25, 2018, Board and committee meeting fees of $1,000 per meeting were paid for attendance at formal meetings where notice was duly given, a quorum was present, a matter was presented for consideration, the Board or committee took action on the matter, and minutes were taken. Meeting fees were paid in cash in arrears at the end of the quarter for which the fees were earned. Directors could choose to receive fees in the form of cash, restricted stock, or RSUs. A director was required to attend a majority of his or her required Board and committee meetings to receive any meeting fees. On April 25, 2018, the Board of Directors terminated the practice of paying meeting fees and changed the annual board equity retainer from $105,000 to $125,000.

Other Compensation

Directors are reimbursed for out-of-pocket expenses incurred in connection with their Board services.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 February 25, 2019,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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20182019 Director Compensation Table

The following table sets forth non-employee director compensation for the fiscal year ended December 31, 2018.2019 (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/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, 2018,2019, and February 25, 2019,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 February 25, 2019,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, and together, they owneach beneficially owns less than 1%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.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 February 25, 2019.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 February 25, 2019.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 stockCommon Stock were timely filed in accordance with Section 16(a) in 2018, except for one Form 4 for Mr. Johnson (the “Late Form”). The Late Form regarded a sale of 500 shares on March 1, 2018, and was filed on May 9, 2018. The Late Form was not filed on a timely basis because the appropriate staff of the Company did not receive information about the sale until several weeks after it occurred.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 not be counted as votes “FOR” or “AGAINST” Proposal 2. However, because 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 20182019 Named Executive Officers

The following Compensation Discussion and Analysis describes the 20182019 compensation of our NEOs. Our 20182019 NEOs were:

THOMASThomas C. GENTILE Gentile III President and Chief Executive Officer	SANJAYKAPOORPresident & CEO
ExecutiveJose I. Garcia*	Former Senior Vice President and Chief Financial Officer (from January 9, 2019 through January 29, 2020)
Sanjay Kapoor**	SAMANTHAFormer Executive Vice President and Chief Financial Officer (through January 9, 2019)
Samantha J.MARNICK Marnick	Executive Vice President, Chief Administration Officer and Strategy
DUANEDuane F.HAWKINS Hawkins	Senior Vice President; President, Defense and Fabrication Division
JOHNJohn A.PILLA Pilla	Senior Vice President and Chief Technology Officer
* Mr. Garcia resigned on January 29, 2020. Effective on such date, Mark J. Suchinski was appointed to the role of Senior Vice President and Quality OfficerChief Financial Officer. Mr. Suchinski is not discussed herein as he was not a NEO during 2019. ** Due to Mr. Kapoor’s resignation from the role on January 9, 2019, specific discussion of Mr. Kapoor’s 2019 performance is not included below.

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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:

1.

Attract,retain,andmotivatehighlyqualifiedexecutiveofficers. The Company aims to deliver compensation that is market-competitive and designed to retain qualified, experienced, and motivated executives in the competitive aerospace and defense industry.

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 samplesdata 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’s success depends largely on the efforts and contributions of its executives and their teams to deliver strong business results and increase stockholder value. The Company usesaligns pay with performance by using a balance of short- and long-term incentives as well as cash and non-cash compensation to reward NEOs for their roles in meeting Company objectives.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 2018,2019, we linked pay with performance through the following variable pay:

Additional information on our incentives can be found under “2018“2019 Compensation Program Elements.” Please see AppendixA 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.