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 Inin Its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

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GRAPHIC

The 20212022 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

GRAPHIC

MESSAGE FROM OUR CHAIRMAN March 16, 2022 Dear Fellow Stockholders: I am pleased to invite you to our 2022 Annual Meeting of Stockholders (the

“Annual Meeting”) of Spirit AeroSystems

Holdings, Inc. (“Spirit” or the “Company”) will

be held virtually via live audio webcast on:

NOTICE

OF 2021 ANNUAL MEETING

OF STOCKHOLDERS

PURPOSE

WEDNESDAY, APRIL 28, 2021

on Wednesday, April 27, 2022, at 11:00 a.m. Central Time

REVIEW YOUR PROXY STATEMENT AND VOTE IN THE FOLLOWING WAYS:

Items of business include:

1.  Election of 10 nominees as directors;

2.  Advisory vote to approve the compensation of the Company’s named executive officers;

3. Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021;

4.Time. The stockholder proposal requesting an amendment to the Company’s proxy access bylaw; and

5.  The transaction of any other business that properly comes before the meeting.

VIRTUAL MEETING ADMISSION

In ordermeeting will once again be held virtually to protect the health and safety of attendees in lightand facilitate stockholder participation. Our People Drive Our Resilience We believe our people and our strategy enabled us to be resilient through these extraordinarily challenging times. Thanks to the contributions of everyone at Spirit, our business began to emerge from the dual crises of the COVID-19 pandemic and 737 MAX grounding as we focused on quality, safety, customer satisfaction, and timely deliveries. Following years of dedication and service, two of our longstanding directors, Charles L. Chadwell and Richard A. Gephardt, are not standing for re-election at the Annual Meeting. We would like to express our heartfelt gratitude for their contributions to Spirit over the years. Thank you, Chuck and Dick! We would also like to welcome our three new directors: William A. Fitzgerald, James R. Ray, Jr., and Patrick M. Shanahan. Important Initiatives in 2021 Despite the headwinds facing our business, we made progress toward our goals and strived to drive positive change. We reorganized to align with our three new business segments: Commercial, Defense & Space, and Aftermarket. We engaged directly with stockholders representing nearly 50% of outstanding shares on key topics, including compensation, diversity, and environmental priorities. We published our first Sustainability Report, outlining our environmental, social, and governance strategy, including key goals and notable achievements. We are already taking steps to further these goals. We launched our Global Digital Logistics Center, National Defense Prototype Center, and Aerospace Innovation Centre, highlighting investments in technology, development, automation, and advanced manufacturing. We made substantial progress on our diversification efforts, both organically and through successful integration of the Bombardier assets and other acquisitions. Looking Ahead Fully recovering from the impacts of the COVID-19 pandemic and 737 MAX grounding will take time, but we are excited about Spirit’s future. We are committed to playing our part in the recovery of our communities and the aerospace industry. We remain focused on the values and behaviors that served us so well during the past two years: transparency, collaboration, and inspiration. On behalf of the entire Board of Directors, thank you for your support. Your vote is important. I urge you to promptly cast your vote consistent with the Board’s recommendations. Sincerely, Robert D. Johnson Chairman of the Board

GRAPHIC

NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Spirit AeroSystems Holdings, Inc. (“Spirit” or the “Company”) will be conducted virtually via live audio webcast. Stockholders can be admitted to and attend the virtual Annual Meetingwebcast on Wednesday, April 27, 2022, at www.virtualshareholdermeeting.com/SPR2021 by entering the 16-digit voting control number found on the Notice (as defined below) or proxy card. Stockholders may vote and submit questions during the Annual Meeting by following the instructions available on the website above.

RECORD DATE

11:00 a.m. Central Time. The record date for the Annual Meeting is March 2, 20211, 2022 (the “Record Date”). OnlyThis Proxy Statement is being first released to stockholders on March 16, 2022. MATTERS TO BE VOTED ON AT THE ANNUAL MEETING Proposal Description Board Recommendation Proposal 1 Election of directors FOR each nominee Proposal 2 Advisory vote to approve the compensation of our named executive officers FOR Proposal 3 Ratification of appointment of Ernst & Young LLP as our independent auditors for 2022 FOR Proposal 4 Stockholder proposal titled “Shareholder Ratification of Termination Pay” AGAINST CASTING YOUR VOTE 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 atusing any of the following methods: ATTENDING THE ANNUAL MEETING To protect the health and safety of attendees in light of the continuing impacts of the COVID-19 pandemic, the Annual Meeting will be conducted virtually again this year. Stockholders may attend the Annual Meeting. For detailed information on how to vote, see “General Information.”

DOCUMENTS

Pursuant toMeeting at www.virtualshareholdermeeting.com/SPR2022 by entering the rules of the Securities and Exchange Commission (the “SEC”), the Company has elected to primarily furnish its proxy materials over the internet rather than mailing paper copies. On March 17, 2021, we commenced distributing to our stockholders a Notice Regarding the Availability of Proxy Materials (the “Notice”) or, if requested, a paper copy of the proxy materials and our Annual Report, along with a proxy card or16-digit voting information form. The Notice contains instructions on how to access and review the proxy materialscontrol number found on the internetnotice or proxy card. Stockholders may vote and instructionssubmit questions during the Annual Meeting on how to vote, as well as instructions on how to obtain a paper copy of the proxy materials.

website. Your vote is important. Regardless of whether you plan to virtually attend the Annual Meeting, we hope you will vote as soon as possible. Thank you for your ongoing support of Spirit.

By order Sincerely, Mindy McPheeters Senior Vice President, General Counsel and Corporate Secretary March 16, 2022 Important Notice Regarding the Availability of Proxy Materials for the Board of Directors.

Sincerely,

2022 Annual Meeting: The Proxy Statement and Annual Report are available at www.proxyvote.com INTERNET

Visit www.proxyvote.com prior to the Annual Meeting

During the Annual Meeting, visit www.virtualshareholdermeeting.com/SPR2021

SPR2022 PHONE Call 1-800-690-6903 MOBILE DEVICE

Use your tablet or smartphone to scan the QR code

PHONE

  Call 1-800-690-6903

MAIL

Sign, date, and return your proxy card or voting instruction form Spirit AeroSystems 2022 Proxy Statement 1

TABLE OF CONTENTS

PROXY STATEMENT SUMMARY3
 
PROPOSAL 1 ELECTION OF DIRECTORS

Please refer to the enclosed proxy materials or the information forwarded by your bank, broker, or other holder of record to confirm which voting methods are available to you.

6
 
CORPORATE GOVERNANCE

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL STOCKHOLDER MEETING TO BE HELD ON APRIL 28, 2021:

The Proxy Statement12

Governance Highlights12
Board Leadership13
Board Composition and Annual Report are available at www.proxyvote.com

SPIRIT AEROSYSTEMS HOLDINGS, INC.

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

Refreshment
13
Director Independence17
Board Committees and Meetings17
Risk Oversight19
Stockholder Engagement20
Overboarding Policy21
Code of Conduct22
Social Responsibility and Sustainability22
Expiration of Stockholder Rights Plan22
Related Person Transactions23
 
DIRECTOR COMPENSATION24
 

MINDY MCPHEETERS

Vice President, Interim General Counsel and Corporate Secretary

March 17, 2021


Table of Contents

PROXY STATEMENT SUMMARY

5

Matters to Be Voted On at the Annual Meeting

5

Casting Your Vote

5

About Spirit

6

About Spirit’s Director Nominees and Governance Practices

8

About Spirit’s Executive Compensation Program

10

Sustainability

12

13

Overview

13

Director Nominees

13

Voting Standard

18

BOARD AND GOVERNANCE MATTERS

19

The Board’s Role

19

Board Leadership

20

Board Composition

20

Director Tenure and Refreshment

22

Director Education

23

Director Independence

23

Committees

24

The Board’s Role in Risk Oversight

25

Communications with the Board

26

Commitment to Stockholder Engagement and Responsiveness

26

2020 Board and Committee Meetings and Attendance

26

Executive Sessions

27

Overboarding Policy

27

Code of Conduct

27

Sustainability Reporting and Oversight

27

Succession Planning

27

Response to Material Weakness in Internal Control Over Financial Reporting

28

Stockholder Rights Plan

28

Governance Documents Available on Our Website

28

Compensation of Non-Employee Directors

29

2020 Director Compensation Table

31

Related Person Transactions

32

STOCK OWNERSHIP

3327

Beneficial Ownership of Directors and Executive Officers

3327

Beneficial Ownership of Major Stockholders

3428

Delinquent Section 16(a) Reports

3428

PROPOSAL 2

ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERSCOMPENSATION

3529

Overview

35

Voting Standard

35

COMPENSATION DISCUSSION AND ANALYSIS

3630

Our 20202021 Named Executive Officers

30

Say on Pay Vote and Stockholder Engagement on Compensation30
How Performance Determines Pay32
Executive Compensation Plan Design33
Peer Benchmarking36

Compensation Overview

37

How We Align Pay with Performance

37

Our Pay Metrics

38

2020 Compensation Impacts Due to B737 MAX Grounding and COVID-19 Pandemic

39

2020 Compensation Program Elements

39

Changes for 2021 Executive Compensation

43

Vested Performance-Based Restricted Stock Awards Granted in 2017

44

Forfeited Performance-Based Restricted Stock Awards Granted in 2018

44

2020 NEO Performance and Compensation DecisionsPayouts

4537

The Compensation Decision-Making Process

48

Benchmarking

49

Independent Compensation Consultant

50

Clawback Policies

50

Consideration of Advisory Stockholder Vote and Stakeholder Feedback on Executive Compensation

51

Policy Prohibiting Short Selling, Hedging, and Pledging

51

Compensation Risk AssessmentGovernance

5244

Other Compensation Elements and Information

5348

SummaryExecutive Compensation TableTables

5650

Grants of Plan-Based Awards in 2020Employment and Separation Agreements

6158

Outstanding Equity Awards at 2020 Fiscal Year End

63

Option Exercises and Stock Vested for Fiscal Year 2020

65

Pension Benefits

67

Nonqualified Deferred Compensation

68

Potential Payments Upon Termination or Change in Control

6958

Mr. Garcia’s Resignation During Fiscal Year 2020

73

20202021 CEO Pay Ratio

7461

Compensation Committee Report

7462

PROPOSAL 3

RATIFICATION OF SELECTIONAPPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAUDITORS

7563

Overview

75

Voting Standard

75

Pre-Approval Policy

75

Audit and Other Fees

7664

Audit Committee Report

7664

PROPOSAL 4

STOCKHOLDER PROPOSAL: IMPROVE OUR CATCH-22 PROXY ACCESSPROPOSAL

7766

Stockholder Proposal

7766

The Board of Directors’ Statement in Opposition

7867

Voting Standard

78

GENERAL INFORMATION

7968

Questions and Answers About the Annual Meeting and Voting

7968

Stockholder Proposals and Director Nominations for the 20222023 Annual Meeting

8474

Annual Report

8474

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS75
APPENDIX A – NON-GAAP FINANCIAL MEASURES77

2Spirit AeroSystems 2022 Proxy Statement

GRAPHIC

85PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information you should consider before voting your shares. Please carefully read this entire Proxy Statement and our Annual Report for the year ended December 31, 2021, before voting. 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. Director Nominees We believe our Board best serves the Company and our stockholders when there is a balance between fresh perspectives and longer serving directors who bring continuity through business and market cycles. Board composition and refreshment have been a focus for our Board. Six independent directors have joined the Board since 2015, two of whom are women and two of whom are ethnically diverse (including one of the women). Charles L. Chadwell and Richard A. Gephardt are not standing for election at the Annual Meeting. We would like to thank Messrs. Chadwell and Gephardt for their many years of dedication and service to Spirit. The following table sets forth the 2022 director nominees. The average tenure of our nominees is approximately seven years and the average age of our nominees is approximately 65 years old. Other Name Age Director Skills and Experience Independent Committee Public Since Memberships Boards PROPOSAL 1 — Election of Directors Our Nominating and Corporate Governance Committee and Board of Directors recommends that stockholders vote “FOR” all director nominees. Each nominee is nominated for a one-year term. See “Proposal 1 — Election of Directors” beginning on page 6 of this Proxy Statement. 0 Yes Dr. Cambone has extensive advisory experience in strategic planning, operations, resource allocation, technology, and governmental affairs acquired through years in public and private service, including as the Pentagon’s first Under Secretary of Defense for Intelligence. 2019 69 Stephen A. Cambone 2 * Yes Ms. Esteves has an invaluable depth and breadth of experience in finance, risk management, and business strategy across multiple industries. Ms. Esteves has overseen a variety of business functions in senior executive roles, including as EVP and CFO for Time Warner Cable Inc. 2015 63 Irene M. Esteves 0 Yes Mr. Fitzgerald has years of technical and operational leadership experience, including in global supply chain and aerospace manufacturing and services. Mr. Fitzgerald served most recently as Vice President and General Manager of Commercial Engines Operation for GE Aviation. 2021 61 William A. Fitzgerald 1 * Yes Mr. Fulchino has executive and strategic advisory experience spanning 40 years. He has particular expertise in growth acquired through various roles, including as Chairman and CEO of the world’s largest technology- based service provider of component parts and services to the aviation industry (Aviall, Inc.) through its acquisition by The Boeing Company (“Boeing”). 2006 75 Paul E. Fulchino 0 No As our President and CEO, Mr. Gentile has unique knowledge and insight regarding all aspects of Spirit’s business. He also brings broad experience in global operations, technology, and capital planning from executive leadership and strategy roles with GE (including GE Aviation Services), McKinsey & Company, CBS, and General Motors. 2016 57 Thomas C. Gentile III Spirit AeroSystems 2022 Proxy Statement 3

APPENDIX A

86

Non-GAAP Financial MeasuresGRAPHIC

86

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     4


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PROXY STATEMENT SUMMARY

This summary highlights certain information contained elsewhere in this 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 2020 performance, please review the entire Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

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 the Record Date, March 2, 2021, may vote their shares using any of the following methods:

BYINTERNET

Visit www.proxyvote.com priorOther Name Age Director Skills and Experience Independent Committee Public Since Memberships Boards Executive Compensation At-A-Glance We made no adjustments to our 2021 performance metrics due to the Annual Meeting; or

Duringongoing effects of the Annual Meeting, visit
www.virtualshareholdermeeting.com/SPR2021

MOBILEDEVICE

Use your tablet or smartphoneCOVID-19 pandemic and the 737 MAX grounding (i.e., no “in-flight” adjustments were made). We made significant changes to scanour 2022 compensation programs based on stockholder feedback: We changed the QR code above

BYMAIL

Complete
weighting of our long-term incentives from 60% time-based and return40% performance-based to 50%/50% We removed the enclosed
proxy card or voting
instruction form

BYPHONE

Call 1-800-690-6903

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     5


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About Spirit

Quick Spirit Facts

HEADQUARTERS

Wichita, Kansas

WORLDWIDEEMPLOYEES

Approximately 14,500

LOCATIONS

Kansas, Maine, North Carolina, Oklahoma, and Texas, U.S.; Prestwick and Belfast, U.K.; St. Nazaire, France; Subang, Malaysia; Casablanca, Morocco

MAJORCUSTOMERS

Airbus, Boeing, Bombardier, Lockheed Martin (Sikorsky), Northrop Grumman, Rolls-Royce

Business Overview

Spirit is a leading tier-one global aerostructures manufacturer for commercial airplanes, military platforms, and business/regional jets. Spirit’s core products include fuselages, fully integrated wing structures and wing components, engine nacelles, pylons, fan cowls, thrust reversers, and systems integration for the world’s premier aircraft. Capabilities include metal manufacturing and assembly, precision assembly, and composites manufacturing.

Commercial. Our engineering capabilities and proprietary design tools, combined with our capacity for high-volume production, have positioned us as a leading commercial aerostructures supplier to Airbus, Boeing, and Bombardier. For Boeing, we manufacture the B737 fuselage, the front section of the B787, B777 and B767 fuselages, and other wing and engine components for every Boeing commercial aircraft currently in production. Further, for Airbus, we supply fuselage and/or wing aerostructures content on the A220, A320, A330, and A350 XWB. We recently expanded our capabilities into many business aircraft ranging from the super mid-size to very large aircraft categories, which include the Bombardier Challenger and Global families of aircraft. Spirit also produces aerostructures for various business/regional jet programs for Rolls-Royce and others.

Defense. In addition to producing aerostructures for commercial aircraft, the Company designs, engineers, and manufactures structural components for military programs including the Boeing P-8, C-40, and KC-46 Tanker, all of which are commercial aircraft modified for military use. We develop and manufacture the fuselage and other parts for the Sikorsky CH-53K heavy-lift helicopter and are a proud member of the Northrop Grumman B-21 industry team. Also, Spirit is partnered with Bell on the V-280 Valor rotorcraft as part of the U.S. Army’s Future Vertical Lift program. In 2020, Spirit acquired Fiber Materials Inc. (“FMI”), an industry-leading technology company specializing in multi-directional reinforced carbon-carbon composites that enable high-temperature applications such as thermal protection systems, hypersonic missiles, and re-entry vehicle nose tips, as well as rocket motor throats and nozzles. Spirit’s defense product portfolio is also expanding into Europe with Spirit Belfast leading Project Mosquito for the United Kingdom’s Ministry of Defence.

Aftermarket. Spirit provides a range of maintenance, repair, and overhaul solutions for the commercial and business/regional jet aftermarket. Our global aftermarket presence allows customers to have regional access to our maintenance, repair, and overhaul facilities that provide industry-leading repairs and solutions for a variety of aircraft, including both metallic and composite structures. Additionally, Spirit continues to produce and sell spare parts to our Original Equipment Manufacturer customers.

Other. Spirit is involved with a number of innovative transportation technologies. This includes the Aerion AS2 supersonic business jet program, for which Spirit is contributing to the preliminary design of the forward fuselage section of the AS2. Spirit has also signed a memorandum of agreement with Aerion to produce the forward fuselage section. Also, in collaboration with Virgin Hyperloop, Spirit is leveraging its design, fabrication, supply chain, and certification expertise to support the development of Virgin’s hyperloop technology. In 2020, Spirit entered into a temporary partnership with Vyaire Medical to produce critical care ventilators for the Strategic National Stockpile under a contract with the U.S. Department of Health and Human Services.

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     6


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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 aindividual performance component of our success.

Built on a foundation of trust, speaking out enables us to demonstrate these values. We encourage all of our employees to speak out and listen up to ensure we consider other perspectives in our discussions in order to succeed.

Fundamental Behaviors

Safety

Our employees areannual cash incentive for our greatest asset. We are committed to conducting ourCEO and other NEOs going forward so that achievement is now based solely on Company performance Robert D. Johnson, Board Chairman 74 2006 Mr. Johnson has deep domestic and international executive experience in the aerospace industry, including risk management, financial oversight, operations, and strategy. Mr. Johnson’s global experience was acquired through a variety of roles, including as CEO of Dubai Aerospace Enterprise and as Chairman of Honeywell Aerospace. Yes 2 0 * Yes Mr. Kadish has extensive military and executive experience with unique defense, government, risk oversight, and operations expertise. Mr. Kadish served as EVP of the Defense Group for Booz Allen Hamilton, in a manner that prioritizesvariety of roles for the safetyDepartment of Defense, and healthas a Lieutenant General in the United States Air Force. 2006 73 Ronald T. Kadish 1 Yes Mr. Plueger has unique operational and aviation industry experience from over 28 years in the aviation industry, along with financial and accounting expertise as a Certified Public Accountant. Mr. Plueger currently serves as CEO and President of our employeesAir Lease Corporation. 2014 67 John L. Plueger 2 Yes Mr. Ray has expertise in supply chain, business transformation, strategy development and execution, innovation, technology, acquisitions, and global business integration acquired through years of leadership experience at Stanley Black & Decker. 2022 58 James R. Ray, Jr. 2 Yes Mr. Shanahan has policy, defense, cybersecurity, and operations experience, as well as a valuable customer perspective. Serving most recently as Acting Secretary of Defense and previously as the 33rd Deputy Secretary of Defense, he spearheaded modernization in cybersecurity 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 product 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 collaboratively to develop innovative solutions to their challenges. We are committed to continually investing in new technologies to improve quality, reduce costs, and increase production capabilities,critical areas. Mr. Shanahan spent over three decades in a mutually beneficial way.

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     7


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About Spirit’s Director Nominees and Governance Practices

Director Nominees

Name

Age

Director

Since

 

Principal Occupation

Independent

Committee

Memberships

No. of Other

Public

Company

Boards

Stephen A. Cambone

68

2019

 

Associate Vice Chancellor for Cyber Initiatives, Texas A&M University System

Yes

0

Charles L. Chadwell

80

2008

 

Retired VP/GM of Commercial Engine Operations, GE Aircraft Engines

Yes

0

Irene M. Esteves

62

2015

 

Retired EVP and CFO, Time Warner Cable Inc.

Yes

3

Paul E. Fulchino

74

2006

 

Retired Chairman, President and CEO, Aviall, Inc.

Yes

0

Thomas C. Gentile III

56

2016

 

President and CEO, Spirit AeroSystems Holdings, Inc.

No

 

0

Richard A. Gephardt

80

2006

 

President and CEO, Gephardt Group

No

 

1

Robert D. Johnson, Board Chairman

73

2006

 

Retired CEO, Dubai Aerospace Enterprise Ltd.

Yes

2

Ronald T. Kadish

72

2006

 

Retired EVP, Booz Allen Hamilton

Yes

0

John L. Plueger

66

2014

 

President and CEO, Air Lease Corporation

Yes

1

Laura H. Wright

61

2018

 

Retired SVP and CFO, Southwest Airlines

Yes

2

Audit CommitteeRisk CommitteeCompensation Committeevariety of leadership roles with Boeing. 2021 59 Patrick M. Shanahan 3 Yes Ms. Wright has extensive experience in commercial aviation executive management, including corporate finance, accounting, operations, treasury, and risk management. Ms. Wright also provides unique commercial aircraft end-user insights from her 25-year career at Southwest Airlines, most recently as SVP and CFO. 2018 62 Laura H. Wright *(Chair) Corporate Governance and Nominating Committee
(the (the “Governance Committee”)
*
(Chair)

Director Nominee Experience

Cambone

Chadwell

Esteves

Fulchino

Gentile

Gephardt

Johnson

Kadish

Plueger

Wright

PublicCompanyCEO

PublicCompanyCFO

AviationOperationsManagement

PublicCompany Compensation Committee Risk Committee Audit Committee Our Board

of Directors recommends that stockholders vote “FOR” the advisory approval of the compensation of our named executive officers (“NEOs”) for 2021. See “Proposal 2 — Advisory Vote on Executive Compensation” beginning on page 29 of this Proxy Statement. PROPOSAL 2 — Advisory Vote on Executive Compensation

RiskManagement

M&A

SeniorGovernment

Cyber

International

Defense

4 Spirit AeroSystems 2022 Proxy Statement

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     8


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Board Composition

Gender/EthnicDiversity:

Two of our director nominees are women. In addition, one of the women is a member of an underrepresented ethnic group.

Corporate Governance Policies and Practices

GRAPHIC

  8 outWe returned to more traditional performance metrics of 10 director nominees are independent

  All committees are composed solely of independent directors

  Separate Chairmanfree cash flow, EBIT, revenue, and CEO

  Regular executive sessions of non-employee directors

  Annual Board and committee evaluations

  Robust stock ownership requirementsquality for directors and executive officers

  Regularly analyze Board and committee composition and succession

  Risk oversight process with separate committee roles

  Overboarding policy

  Three of our four Audit Committee members qualify as audit committee financial experts

  Board regularly reviews executive succession plans

  Stockholders have the right to call special meetings

  Director education program

  Active stockholder engagement program

  Annual say-on-pay vote

  Annual director elections

  Majority voting standard in uncontested director elections

  Stockholders have the right to act by written consent

  Market-standard proxy access right

  Insiders are not permitted to short sell, hedge, or pledge Company securities

  Single class of shares with equal voting rights

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     9


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About Spirit’s Executive Compensation Program

Overview

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

Our compensation objectives are to:

attract, retain, and motivate highly qualified executive officers;

pay for performance using short-term and long-term incentives;

align the interests of the Company’s executive officers with those of the Company’s stockholders by using compensation performance measures that are meaningful to our stockholders; and

ensure compensation does not encourage inappropriate risk-taking by diversifying performance measures, using payment caps, and maintaining clawback policies, among other things.

The 2020 compensation structure (excluding perquisite, “other” compensation, and changes in pension value) for our Chief Executive Officer (“CEO”) and the other named executive officers (“NEOs”) excluding Mr. Garcia is below. As the charts below demonstrate, 89% of our CEO’s direct compensation was variable based on performance, while 76% of the other NEOs’ direct compensation was variable based on performance.

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     10


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Executive Officer Compensation Elements

Description

Changes in 2020

Changes in 2021

SALARY

Fixed element of2022 annual compensation

Reduced pay by 20% for all executive officers in April 2020.

Restored pay to full amounts in January 2021.

ANNUAL CASH

INCENTIVE

Annual cash incentive that pays out based on achievement ofand retained total stockholder return for our 2022 long-term performance incentive grants The following are the following:

Companykey metric results for our 2021 executive performance goals (75-80% of award); and

individual performance goals (20-25% of award)

Modified Company performance metrics to Cash from Operating Activities (40%), Indirect Cost (30%), New Revenue Growth (15%), and Quality (15%).

Modified Company performance metrics to Adjusted Net Debt (40%), Operating Cost (30%), New Revenue Growth (15%), and Quality (15%).

LONG-TERM
INCENTIVES

Long-term equity incentive structured as follows:

Time-based restricted stock vesting annually over
three-year period (60% of award); and

Performance-based restricted stock vesting based on actual performance at the end of a three-year performance period (40% of award)

No changes to existing award structure (performance-based restricted stock was tied equally to Free Cash Flow (“FCF”) as a Percentage of Revenue (“FCF Percentage”)* and Total Stockholder Return (“TSR”) vesting as the end of three-year performance period); Minor peer group changes for TSR.

Minor peer group changes for TSR; Reduction in maximum TSR performance goal from 90th percentile to 75th percentile (in line with market);

100% of performance-based award will be tied to TSR (removed metric tied to FCF Percentage*).

*

Please see programs. *See AppendixA for an explanation and reconciliation of these non-GAAP measures.

Compensation Practices

Best Practices

What The Company’s incentive compensation payouts demonstrate the Company Doesn’t Do

  Align pay andrigor of the performance — substantialtargets set by the Compensation Committee. *Reflects a blended payout based on 120% achievement for the total stockholder return portion of pay is delivered through variable, at-risk compensation

  Compensation packages are benchmarked against peer companiesthis award and other similarly situated companies

200% achievement for the free cash flow portion of this award. Each portion was equally weighted. See Appendix A for an explanation and reconciliation of non-GAAP measures. ADJUSTED NET DEBT* -$2.594 billion TARGET: -$2.568 billion OPERATING COST $1.682 billion TARGET: $1.718 billion NEW REVENUE GROWTH $147 million TARGET: $218 million QUALITY INDEX SCORE 1.05 TARGET: 1.00% TOTAL STOCKHOLDER RETURN (2019-2021 performance) Below 25th percentile TARGET: 50th Percentile FREE CASH FLOW AS A PERCENTAGE OF REVENUE* -2.54% TARGET: 7.75% 2021 Average Payout For NEOs 80% of annual cash incentive and performance-based restricted stock awards is capped at 200%

  Performance goals are relevant, challenging, and tied to key measurestarget 2020 Average Payout For NEOs 88% of profitability andtarget 2019 Average Payout For NEOs 100% of target ANNUAL CASH INCENTIVE 1-year performance

  Long-term incentives paid entirely in Common Stock

  Clawback policies

  Robust stock ownership requirements

  Double-trigger change-in-control provisions

  Stockholders cast an annual advisory say-on-pay period 2022 Vesting (2019-2021 performance) 0% vesting 2021 Vesting (2018-2020 performance) 0% vesting 2020 Vesting (2017-2019 performance) 160%* vesting LONG-TERM PERFORMANCE INCENTIVE 3-year performance period Our Board of Directors recommends that stockholders vote

  No ongoing accruals under defined-benefit Supplemental Executive Retirement Plan

  No share recycling (other than in “FOR” ratification of the contextappointment of forfeited shares)

  No short selling, pledging, or hedging stock

  No enhanced health and welfare benefit plansErnst & Young LLP as the Company’s independent auditors for executives

  No guaranteed payouts2022. See “Proposal 3 — Ratification of Appointment of Independent Auditors” beginning on performance-based equity compensation (except for upon death, disability, or qualifying retirement)

  No dividend paymentspage 63 of this Proxy Statement. PROPOSAL 3 — Ratification of Appointment of Independent Auditors Our Board of Directors recommends that stockholders vote “AGAINST” the stockholder proposal titled “Shareholder Ratification of Termination Pay.” See “Proposal 4 — Stockholder Proposal” beginning on time- or performance-based restricted stock awards until they vest

  No tax gross-ups related to a change in controlpage 66 of this Proxy Statement. PROPOSAL 4 — Stockholder Proposal Spirit AeroSystems 2022 Proxy Statement 5

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Sustainability

Guided by our core values of transparency, collaboration, and inspiration, Spirit brings innovation to the products we build, with a focus on the well-being of the environment, our employees, and our communities.

In 2021, Spirit will launch its first annual Sustainability Report (the “Report”), highlighting the Company’s work to meet its sustainability goals and objectives. The Report will describe Spirit’s efforts to support the United Nations’ Sustainable Development Goals (SDGs), and will include disclosures using the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force for Climate-Related Financial Disclosures (TCFD) frameworks.

Climate Action Plan

Spirit is committed to conducting and managing its business in a manner that protects the environment and supports the transition to a low carbon economy. We are transitioning to renewable energy at many of our sites across the globe. Additionally, Spirit has set a goal to reduce our absolute Scope 1 and 2 greenhouse gas emissions by 30% below 2019 levels by 2030. Our strategies and programs consider the nexus between climate, water, waste, and biodiversity.

100%WindEnergyinKansas

By 2022, Spirit’s entire 12millionsquarefootfacility in Wichita will befullypoweredbyanearbywindfarm. The project is also designed to support local economic development.GRAPHIC

WaterRecyclingatScale

SpiritPROPOSAL 1 ELECTION OF DIRECTORS The Board has onenominated each of the largestindustrialwaterreusesystemspersons listed below for election as a director. The Board has determined it is in the United States – recyclingbest interests of the Company and its stockholders for each of these director nominees to continue serving on the Board, subject to stockholder approval. All of our directors are elected each year at the Company’s annual meeting of stockholders. Each director elected at the Annual Meeting will serve until the 2023 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. Our Board may consist of three or more than twomilliongallonsdirectors, as increased or decreased from time to time by the Board on the recommendation ofprocesswaterdaily the Governance Committee. Spirit currently has 13 directors; however, Messrs. Chadwell and Gephardt are not being nominated to the Board at our Wichita location.

Diversity, Equity, and Inclusion

At Spirit, we believe our success and the success of our employees depends on a commitment to fostering a diverse and inclusive culture that supports growth and development, along with the diverse skills needed to innovate. We have set a goal to increase representation of women in leadership (senior manager and above globally) to 30% and minorities in leadership (senior manager and above in the U.S.) to 20% by 2025. In 2021, Spirit will launch “The Power of Choice” leadership development program for women, and other underrepresented talent within our organization.

Community Contributions

We believe in the power of innovative solutions, partnerships, and programs that bring communities together. In 2020, Spirit and its employees continued to support local communities, and contributed over 15,000 volunteer hours and donated $3.7 million through corporate grants, in-kind contributions, and employee donations.

COVID-19Support

the Annual Meeting. Each of the director 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 Board to fill such vacancy. The Board unanimously recommends a vote FOR each of the director nominees listed below. Voting Standard The Company’s bylaws provide for simple majority voting in an uncontested election of directors. In 2020, Spirit employees aroundorder for a director nominee to be elected, the world mobilized to support COVID-19 relief efforts. We partnered with Vyaire Medical to build 20,000 critical care ventilatorsvotes that were delivered to 20 countries.stockholders cast “FOR” the director nominee must exceed the votes that stockholders cast “AGAINST” the director nominee. In addition, Spirit employeesthe event that an incumbent nominee does not receive the requisite majority of votes cast in this election, the U.S. created face shields and special examination booths to distribute to local hospitals, care facilities, and law enforcement, and a teamCompany 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 employees in Malaysia developed hands-free sanitizer stands for local schools.

For more information, visit www.spiritaero.com/company/sustainability/overview/.

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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 2022 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 a director. All nominees have served as directors of the Company since the 2020 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 68

Director Since 2019

Independent Director

Recent Professional Experience:

Current Public Company Directorships:

directors. Your broker may not vote your shares on this proposal unless you give voting instructions. PROFESSIONAL EXPERIENCE: Trustee, Rumsfeld Foundation (2012-present) Associate Vice Chancellor for Cyber Initiatives,
Texas A&M University System (2017-present)

Trustee, Rumsfeld Foundation (2012-present)

(2017-2022) 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 Under Secretary 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2019-present)

Committee Assignments:

COMMITTEE ASSIGNMENTS: Audit

Risk

Qualifications,Experience,KeyAttributes,andSkills: QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Dr. Cambone brings to the Board extensive expertise in governmental affairs, defense, and intelligence, along with executive leadership experience in the defense technology industry. Dr. Cambone has world-class knowledge of cybersecurity matters and invaluable insight into strategic development given his years of experience in the private sector and government. Stephen A. Cambone Independent Director Age: 69 Director Since: 2019 6 Spirit AeroSystems 2022 Proxy Statement

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Charles L. Chadwell

Age 80

Director Since 2008

Independent Director

Pre-Retirement Professional Experience:GRAPHIC

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 Ten Years:

B/E Aerospace (2007-2012)

Committee Assignments:

Governance (Chair)

Compensation

Qualifications,Experience,KeyAttributes,andSkills: 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 62

Director Since 2015

Independent Director

Pre-Retirement Professional Experience:

Current Public Company Directorships:

PROFESSIONAL EXPERIENCE: Executive Vice President and 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Roper Technologies (2021-present) Spirit AeroSystems Holdings, Inc. (2015-present)

Aramark Holdings Corp. (2015-present)

RR Donnelley & Sons Co. (2017-present)

KKR Real Estate Finance Trust Inc. (2018-present)

Former Public Company Directorships Held in Past Ten Years:

FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN PAST FIVE YEARS: Aramark Holdings Corp. (2015-2022) RR Donnelley & Sons Co. (2017-2022) Level 3 Communications (2014-2017)

Time Warner Telecom Inc. (2014)

Committee Assignments:

COMMITTEE ASSIGNMENTS: Audit (Chair)

Risk

Qualifications,Experience,KeyAttributes,andSkills: 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 SECSecurities and Exchange Commission (“SEC”) rules. Irene M. Esteves Independent Director Age: 63 Director Since: 2015 PROFESSIONAL EXPERIENCE: Vice President, Commercial Engines, GE Aviation (2011-2021) Vice President GEnx Engine Program, GE Aviation (2010-2011) CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2021-present) COMMITTEE ASSIGNMENTS: Audit Governance QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Mr. Fitzgerald offers the Board a depth of technical and operational experience from his years of leadership in aviation manufacturing and services. Mr. Fitzgerald has manufacturing, operations, supply chain, and engineering expertise, along with experience in executive management, international operations, and risk management. William A. Fitzgerald Independent Director Age: 61 Director Since: 2021 Spirit AeroSystems 2022 Proxy Statement 7

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Paul E. Fulchino

Age 74

Director Since 2006

Independent Director

Recent Professional Experience:GRAPHIC

Current Public Company Directorships:

PROFESSIONAL EXPERIENCE: Chairman, AEI HorizonX Ventures (2021-present) Operating Partner, AE Industrial Partners (“AEI”) (2015-present)

Senior Advisor, 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2006-present)

Former Public Company Directorships Held in Past Ten Years:

BigBear.ai (2021-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:

(2008-2020) COMMITTEE ASSIGNMENTS: Compensation (Chair)

Governance

Qualifications,Experience,KeyAttributes,andSkills: QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Mr. Fulchino provides the Board with executive leadership experience, and extensive knowledge and expertise regarding the commercial aviation component parts and services 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 56

Paul E. Fulchino Independent Director Since 2016

Recent Professional Experience:

Current Public Company Directorships:

Age: 75 Director Since: 2006 PROFESSIONAL EXPERIENCE: 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2016-present)

Former Public Company Directorships Held in Past Ten Years:

Synchrony Financial Bank (2015)

Qualifications,Experience,KeyAttributes,andSkills: 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. Thomas C. Gentile III Age: 57 Director Since: 2016 8 Spirit AeroSystems 2022 Proxy Statement

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Richard A. Gephardt

Age 80

Director Since 2006

Recent Professional Experience:GRAPHIC

Current Public Company Directorships:

President and Chief Executive Officer, Gephardt Consulting Group (“GCG”) (2007-present)

President and Chief Executive Officer, Gephardt Governmental Affairs (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 Ten Years:

Century Link, Inc. (2007-2016)

Ford Motor Company (2009-2015)

U.S. Steel Corporation (2005-2015)

Qualifications,Experience,KeyAttributes,andSkills: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 valuable 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 73

Director Since 2006

Independent Director

Pre-Retirement Professional Experience:

Current Public Company Directorships:

PROFESSIONAL EXPERIENCE: 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2006-present)

Roper Technologies, Inc. (2005-present)

Spirit Airlines, Inc. (2010-present)

Former Public Company Directorships Held in Past Ten Years:

Ariba, Inc. (2003-2012)

Committee Assignments:

COMMITTEE ASSIGNMENTS: Compensation

Governance

Qualifications,Experience,KeyAttributes,andSkills: QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Mr. Johnson, Chairman of the Board, has international aviation industry executive leadership experience and executive compensation and human resources 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 72

Director Since 2006

Robert D. Johnson, Chairman Independent Director

Pre-Retirement Professional Experience:

Current Public Company Directorships:

Age: 74 Director Since: 2006 PROFESSIONAL EXPERIENCE: 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, U.S. Department of Defense (2002-2004)

Director, Ballistic Missile Defense
Organization, U.S. Department of Defense (1999-2001)

Commander, Electronic Systems Center,
Hanscom Air Force Base (1996-1999)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2006-present)

Former Public Company Directorships Held in Past Ten Years:

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:

COMMITTEE ASSIGNMENTS: Risk (Chair)

Governance

Qualifications,Experience,KeyAttributes,andSkills: 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. Ronald T. Kadish Independent Director Age: 73 Director Since: 2006 Spirit AeroSystems 2022 Proxy Statement 9

John L. Plueger

Age 66

Director Since 2014

Independent Director

Recent Professional Experience:GRAPHIC

Current Public Company Directorships:

PROFESSIONAL EXPERIENCE: 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2014-present)

ALC (2010-present)

Committee Assignments:

COMMITTEE ASSIGNMENTS: Audit

Risk

Qualifications,Experience,KeyAttributes,andSkills: 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. John L. Plueger Independent Director Age: 67 Director Since: 2014 PROFESSIONAL EXPERIENCE: President, Engineered Fastening, Stanley Black & Decker (2018-2020) Various roles, Stanley Black & Decker (2013-2018) SVP and General Manager, TE Connectivity, Inc. (2009-2013) Various roles, General Motors and Delphi Corporation (1993-2009) CURRENT PUBLIC COMPANY DIRECTORSHIPS: Spirit AeroSystems Holdings, Inc. (2022-present) Leslie’s, Inc. (2021-present) Commercial Vehicle Group, Inc. (2020-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN PAST FIVE YEARS: RR Donnelley & Sons Co. (2021-2022) COMMITTEE ASSIGNMENTS: Compensation Risk QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Mr. Ray is an experienced senior executive and general manager with diverse global P&L leadership. Mr. Ray brings to the Board expertise in supply chain, business transformation, strategy development and execution, customer relationship management, innovation and technology development, mergers and acquisitions, and global business integration, along with experience as a public company director. James R. Ray, Jr. Independent Director Age: 58 Director Since: 2022 10 Spirit AeroSystems 2022 Proxy Statement

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Laura H. Wright

Age 61

Director Since 2018

Independent Director

Pre-Retirement Professional Experience:GRAPHIC

Current Public Company Directorships:

PROFESSIONAL EXPERIENCE: Senior Advisor, Scale AI (2021) Defense Advisor, Amaero Intl Limited (2020) Acting Secretary of Defense, Department of Defense (2019) Deputy Secretary of Defense, Department of Defense (2017-2018) Boeing (1986-2017) CURRENT PUBLIC COMPANY DIRECTORSHIPS: Zanite Acquisition Corporation (2021-present) Spirit AeroSystems Holdings, Inc. (2021-present) Leidos Holdings, Inc. (2022-present) COMMITTEE ASSIGNMENTS: Audit Compensation QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Mr. Shanahan brings to the Board valuable defense knowledge and experience having served as the 33rd Deputy Secretary of Defense. Mr. Shanahan also offers a unique customer perspective from his extensive leadership career at Boeing. Mr. Shanahan’s experience includes commercial and defense operations, cybersecurity, risk management, compensation oversight, public policy, and international expertise. Patrick M. Shanahan Independent Director Age: 59 Director Since: 2021 PROFESSIONAL EXPERIENCE: 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)

CURRENT PUBLIC COMPANY DIRECTORSHIPS: 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 Ten Years:

JOBY Aviation, Inc. (2021-present) FORMER PUBLIC COMPANY DIRECTORSHIPS HELD IN PAST FIVE YEARS: Pebblebrook Hotel Trust (2009-2019)

Committee Assignments:

Audit

COMMITTEE ASSIGNMENTS: Compensation Risk

Qualifications,Experience,KeyAttributes,andSkills: QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: Ms. Wright has experience in corporate finance and accounting, commercial aviation end-user 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. Laura H. Wright Independent Director Age: 62 Director Since: 2018 Spirit AeroSystems 2022 Proxy Statement 11

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 provide transparency into the roles and responsibilities of the Board and management and the Board’s governance philosophy and practices, promote functioning of the Board and its committees, describe a common set of expectations on how the Board should perform its functions, and promote effective governance. The Board is responsible for overseeing, counseling, and directing management; ensuring that our long-term interests and the long-term interests of our stockholders are being served; reviewing the major risks facing the Company and helping develop strategies to address those risks; assessing adherence to the Company’s standards and policies; and performing the duties and responsibilities assigned to the Board under the Governance Guidelines and our certificate of incorporation, bylaws and applicable law. The Governance Guidelines speak to a number of different matters including Board responsibilities, management succession, director conflicts of interest, director compensation, outside board memberships, the Board’s view on director age and term limits, and director attendance at meetings, among other things. The Governance Guidelines are available at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx.

Board Size

Pursuant to our bylaws, the Board of Directors is required to consist of three or more directors and the size of the Board may be increased or decreased at any time by the Board of Directors. Currently, the Board of Directors consists of 10 directors. As stated in 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.

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Board Leadership

The Company has separated the roles of CEO and Chairman in recognition of the differences between the two roles. The Board believes that role separation is appropriate for the Company as it maximizes the ability of the CEO to focus on managing Company operations, strategy, and performance, while benefiting from the Chairman’s independent perspective and insight.

The Chairman of the Board performs the following duties:

Approves the agenda for Board meetings;

Presides over and manages Board meetings;

Presides over and manages stockholder meetings;

Serves as a liaison between the CEO and the non-employee directors;

Provides feedback to the CEO on behalf of the independent directors regarding business issues and Board management; and

Engages with the CEO weekly to discuss Company performance and matters of significance.

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.

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/corporate-governance/govdocs/default.aspx.

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 Board’s policy that the Board should reflect diversity of viewpoint, professional experience, education, skill, expertise, industry knowledge, and such other factors as the Governance Committee and Board believe would enhance Board effectiveness. As stated in our Governance Guidelines, “Spirit is committed to considering candidates for the board regardless of gender, race, ethnicity, and national origin. Any search firm retained to assist the corporate governance and nominating committee in seeking candidates for the board will affirmatively be instructed to seek to present diverse candidates.” 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 director duties. For additional information, see “Overboarding Policy.”

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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, the stockholder should follow the procedures described under “Stockholder Proposals and Director Nominations for the 2022 Annual Meeting.” Director candidates recommended by stockholders will be considered and evaluated in the same manner as candidates discovered through other sources.

Proxy Access

The Company’s bylaws provide the stockholders with a market-standard proxy access right. Specifically, our bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s Common Stock continuously for at least three years, to nominate and include in the Company’s proxy materials directors constituting up to the greater of two individuals or 20% of the Company’s Board of Directors, provided that the stockholder(s) and the nominee(s) satisfy the applicable requirements in the bylaws.

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Director Tenure and Refreshment

The Company has added five new directors to its Board in the past seven years. The remaining five nominees have served on the Board for more than 10 years. Through its annual evaluation process, the Board has determined that each of the five nominees who have served for more than 10 years 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 that it will 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 2020 annual evaluation covered the following topics, among other things:

Composition of the Board and committees and whether the composition is appropriate in light of the Company’s strategic priorities;

Effectiveness of Board and committee leadership;

Strengths of the Board and committees and opportunities for improvement;

Effectiveness of structures and practices; and

Quality of the Board’s relationship with management.

A summary of the evaluation process is below:

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Director Education

Our director education program includes occasional site visits and tours (these did not occur in 2020 due to COVID-19 restrictions and precautions), education seminars on topics of interest conducted by senior management or external advisors, provision of background material on the Company’s operations and strategy, and provision of resources from various educational institutions (including the National Association of Corporate Directors).

Each new Board member receives onboarding training that involves meetings with senior management, business overviews, and presentations on the Code of 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:

TopicGRAPHIC

Transaction EvaluatedCORPORATE GOVERNANCE 12 Spirit AeroSystems 2022 Proxy Statement GOVERNANCE HIGHLIGHTS INDEPENDENT OVERSIGHT: 10 out of 11 director nominees are independent All committees are composed solely of independent directors Separate Chairman and CEO roles Regular executive sessions of non- employee directors Ongoing review of independent director committee roles BOARD REFRESHMENT: Five new directors have joined the Board since 2018 Two of our six most recently appointed independent directors are women and two are ethnically diverse (including one of the women) Average tenure of our nominees is approximately seven years and average age is approximately 65 years old Annual Board and committee evaluations are conducted Regularly analyze Board and committee composition and succession The Board promotes ongoing director education, including through our membership in the National Association of Corporate Directors HIGH GOVERNANCE STANDARDS: Risk oversight process with separate committee roles Overboarding policy in place Two Audit Committee members qualify as audit committee financial experts Board regularly reviews executive succession plans Robust stock ownership requirements for directors and executive officers Stockholders have the right to call special meetings Active stockholder engagement program Annual say-on-pay vote Annual director elections Majority voting standard in uncontested director elections Stockholders have the right to act by written consent Market-standard proxy access right Insiders are not permitted to short-sell, hedge, or pledge Company securities Single class of shares with equal voting rights The Board is committed to maintaining corporate governance practices that maximize stockholder value. The Company’s Corporate Governance Guidelines (the “Governance Guidelines”) promote strong independent oversight, transparency, and efficient functioning of the Board and its Committees. The Board is responsible for overseeing, counseling, and directing management; ensuring that our long-term interests and the long-term interests of our stockholders are being served; reviewing the major risks facing the Company and helping develop strategies to address those risks; assessing adherence to the Company’s standards and policies; and performing the duties and responsibilities assigned to the Board under the Governance Guidelines and our certificate of incorporation, bylaws, and applicable law. The Governance Guidelines speak to a number of different matters, including Board responsibilities, management succession, director conflicts of interest, director compensation, outside board memberships, the Board’s view on director age and term limits, and director attendance at meetings, among other things. The Governance Guidelines are available at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx.

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Board Leadership The Company has separate roles of CEO and Chairman in recognition of the differences between the two roles. The Board believes that role separation is appropriate for the Company as it maximizes the ability of the CEO to focus on managing Company operations, strategy, and performance, while benefiting from the Chairman’s independent perspective and insight. The Chairman of the Board performs the following duties: Approves the agenda for Board meetings; Presides over and manages Board meetings; Presides over and manages stockholder meetings; Serves as a liaison between the CEO and the non-employee directors; Provides feedback to the CEO on behalf of the independent directors regarding business issues and Board management; and Engages with the CEO weekly to discuss Company performance and matters of significance. 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. Board Composition and Refreshment Our Board strives to maintain an appropriate balance of tenure, diversity, attributes, viewpoints, turnover, and experiences. In order to promote thoughtful Board refreshment, we undertake annual Board and Committee assessments that maintain director accountability and identify areas of improvement. Five of our 11 director nominees have joined the Board since 2018. The average age of our director nominees is 65.3 years old and of our independent director nominees is 66.1 years old. The average tenure of our director nominees is 7.1 years and of our independent director nominees is 7.2 years. Among our six newest independent directors, two are women and two are ethnically diverse (including one of the women). The following are highlights for our director nominees. 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 0-5 Years TENURE 3 5 3 7.1 YEARS TENURE 6-10 Years 11+ Years Independent INDEPENDENCE 10 1 91% INDEPENDENT Non-Independent Women Men Diverse Not Diverse 9 GENDER DIVERSITY 2 OF 11 ARE WOMEN 9 2 2 ETHNIC DIVERSITY 2 OF 11 ARE DIVERSE Spirit AeroSystems 2022 Proxy Statement 13 CORPORATE GOVERNANCE (continued)

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Outcomenominees to stand for election at the Company’s annual meeting of stockholders. This responsibility is further described in the Governance Committee’s charter (available at: http://investor.spiritaero.com/corporate-governance/govdocs/ default.aspx). 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 following table highlights key areas of experience among our director nominees. Cambone Esteves Fitzgerald Fulchino Gentile Johnson Kadish Plueger Ray Shanahan Wright Public Company CEO Public Company CFO Aviation Operations Management Public Company Board Executive Compensation Risk Management M&A Senior Government Cyber International Defense The Company utilizes a variety of methods to assist the Governance Committee in identifying and evaluating potential director candidates, including: A third-party international executive search firm, The New York Stock Exchange’s Board Advisory Council, and Sitting director recommendations and contacts. When 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 Board’s policy that the Board should reflect diversity of viewpoint, professional experience, education, skill, expertise, industry knowledge, and such other factors as the Governance Committee and Board believe would enhance Board effectiveness. As stated in our Governance Guidelines, “Spirit is committed to considering candidates for the Board regardless of gender, race, ethnicity, and national origin. Any CORPORATE GOVERNANCE (continued) 14 Spirit AeroSystems 2022 Proxy Statement

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search firm retained to assist the corporate governance and nominating committee in seeking candidates for the board will affirmatively be instructed to seek to present diverse candidates.” 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 director duties. For additional information, see “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, the stockholder should follow the procedures described under “Stockholder Proposals and Director Nominations for the 2023 Annual Meeting.” Director candidates recommended by stockholders will be considered and evaluated in the same manner as candidates identified through other sources. Proxy Access The Company’s bylaws provide the stockholders with a market-standard proxy access right. Specifically, our bylaws permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s Common Stock continuously for at least three years, to nominate and include in the Company’s proxy materials directors constituting up to the greater of two individuals or 20% of the Company’s Board of Directors, provided that the stockholder(s) and the nominee(s) satisfy the applicable requirements in the bylaws. 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 that it will continue evaluating its members on their merits based on the contributions they make in the boardroom and their ability to enhance overall Board effectiveness. CANDIDATE RECOMMENDATIONS GOVERNANCE COMMITTEE THE BOARD STOCKHOLDERS Candidates are recommended by directors, members of management, search firms, or stockholders. Considers the candidates’ professional qualifications, independence, conflicts, personal ethics and values, integrity, judgment, diversity, time commitments, and other involvements. If appropriate, will recommend the candidates to the Board. Evaluates candidates, confirms independence, and selects nominees (and elects nominees if between annual meetings of stockholders). Elect nominees at the Annual Meeting. Spirit AeroSystems 2022 Proxy Statement 15 CORPORATE GOVERNANCE (continued)

PaulE.FulchinoGRAPHIC

16 Spirit AeroSystems 2022 Proxy Statement Annual Evaluations Each year, the Governance Committee oversees an evaluation of the Board and each committee. The 2021 annual evaluation covered the following topics, among other things: Composition of the Board and committees and whether the composition is appropriate in light of the Company’s strategic priorities; Effectiveness of Board and committee leadership; Strengths of the Board and committees; Opportunities for improvement; Effectiveness of structures and practices; and Quality of the Board’s relationship with management. A summary of the evaluation process is below: Director Education Our director education program includes occasional site visits and tours, education seminars on topics of interest conducted by senior management or external advisors, provision of background material on the Company’s operations and strategy, and provision of resources from various educational institutions (including the National Association of Corporate Directors). REVIEW OF PROCESS In October, the Governance Committee annually reviews and approves the method and process of evaluation and specific questions asked during the evaluation. CONDUCT EVALUATION From October to December, the Chair of the Governance Committee has a private conversation with each director and asks the director each of the specified questions; at the end of the question period, the director is offered an opportunity to express any other thoughts, comments, or feedback on Board and committee performance and effectiveness. EVALUATION SUMMARY A summary of the evaluations is completed and presented for discussion. ACTIONS TAKEN In January, the Board and committees together discuss the evaluation summary and decide on actions to be taken. ONGOING FEEDBACK Throughout the year, directors provide ongoing feedback to the Chairman, committee chairs, CEO, COO, or General Counsel, as appropriate, outside of the regular evaluation process. CORPORATE GOVERNANCE (continued)

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Each new Board member receives onboarding training that involves meetings with senior management, business overviews, and presentations on the Code of 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 Consistent with New York Stock Exchange (“NYSE”) rules, SEC rules, and the Company’s Governance Guidelines, our Board consists of a majority of independent directors, and our Audit, Governance, and Compensation Committees each consist solely of independent directors. Directors qualify as independent based on the Board’s determination 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 NYSE’s independence standards, the SEC, and the Company’s Governance Guidelines, each as applicable to non-employee directors generally and to each committee. The Board examines each director’s involvement through directorships, employment, consulting relationships, or otherwise, with entities with which the Company does business. When considering the independence of Mr. Fulchino, the Governance Committee and Board considered his role as an operating partner of AEI, a private equity firm that has ownership interests in several of the Company’s suppliers. In his role at AEI, Mr. Fulchino assists with the acquisition, development, and value creation of portfolio companies. Mr. Fulchino receives a retainer from AEI and does not own any equity in AEI. However, Mr. Fulchino receives a modest carrying interest upon the sale of certain portfolio companies. Mr. Fulchino is not covered under AEI’s benefit plans or programs, receives a Form 1099 from AEI, and is free to be employed by other companies.

The Governance Committee and Board affirmatively determined, based on available facts and circumstances, that Mr. Fulchino was not an employee of AEI (for purposes of the independence determination). Further, with respect to the Company’s transactions with all but one of the AEI-owned suppliers, each transaction either arose as a result of the entity submitting the most competitive bid out of all bidding suppliers and,(and thus the transactions werewas not reportable under Item 404 of Regulation S-K. Finally, with respect to the final supplier,S-K) or the Board determined that Mr. Fulchino’s relationship with AEI did not give rise to a material interest. For these and other reasons, the Governance Committee and Board determined that Mr. Fulchino’s relationship with AEI does not give rise to a material relationship that impacts his independence (nor does it create a related person transaction).

RichardA.Gephardt

When considering Based on this analysis, the Board has determined that all the director nominees are independent under the NYSE’s criteria, excluding Mr. Gephardt’s independence,Gentile. All the committees of the Board are made up solely of independent directors. Mr. Gentile is not a member of any committee. Board Committees and Meetings 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. The Board considered his role as President and Chief Executive Officerhas adopted written charters for each committee, which are available at http://investor.spiritaero.com/ corporate-governance/govdocs/default.aspx. Spirit AeroSystems 2022 Proxy Statement 17 CORPORATE GOVERNANCE (continued)

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18 Spirit AeroSystems 2022 Proxy Statement Information on each committee of the Gephardt Group, a consulting firm that provides services toBoard at the Company in connection with labor matters. Mr. Gephardt holds a 40% equity interesttime of publication of this Proxy Statement is set forth in the Gephardt Group, andtable below. Following the Annual Meeting, Ms. Wright will replace Mr. Gephardt’s son, Chief Operating OfficerChadwell as Chair of the Gephardt Group, holds a 10% equity interest. The Company’s transactions with the Gephardt Group in 2020 amounted to $60,000.

The Governance Committee and come off of the Compensation Committee, and Mr. Plueger will move from the Risk Committee to the Compensation Committee. No. of Meetings Committee* Members Primary Responsibilities in 2021 *During a portion of 2021, the Board affirmativelycreated a Mergers and Acquisitions Committee (“M&A Committee”); however, the Board subsequently disbanded the M&A Committee prior to the close of the fiscal year. The M&A Committee held four meetings in 2021. **The Board has determined that Ms. Esteves and Mr. Plueger are “audit committee financial experts,” as such term is defined in lightItem 407(d)(5) of Mr. Gephardt’s significant ownership and involvement in the Gephardt Group and the Gephardt Group’s dealings with the Company, Mr. Gephardt has a material relationship with the Company and is, therefore, not independent.

Based on this analysis, the Board has determined that all the director nominees are independent under the NYSE’s criteria excluding Messrs. Gentile and Gephardt. All the committees of the Board are made up solely of independent directors. Messrs. Gentile and Gephardt are not members of any committee.

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Committees

The Board has adopted written charters for each committee, which are available at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx. Information on each committee of the Board is set forth in the table below.

Committee

Members

Primary Responsibilities

No. of

Meetings

in 2020

AuditCommittee*

Irene M. Esteves (Chair)

Stephen A. Cambone

John L. Plueger

Laura H. Wright

Regulation S-K. 6 (1)

Oversee the quality and integrity of the Company’s financial reporting.

(2)

Oversee the Company’s compliance with legal and regulatory requirements.

(3)

Engage, compensate, and oversee performance and independence of the independent auditor.

(4)

Oversee performance of the Company’s internal audit function.

(5)

Review and discuss with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Forms 10-Q and 10-K, and the audit generally.

(6)

Consider the effectiveness of the Company’s internal controls over financial reporting and participate in the resolution of internal control issues, where identified.

(7)

Oversee and participate in the review and resolution of significant deficiencies or material weaknesses, where identified.

(8)

Communicate with the independent auditor on audit control matters and critical audit matters to be described in the independent auditor’s report.

(9)

Oversee financial-related risk exposures and related policies and processes attempting to mitigate such risks.

(10)

Oversee the Company’s Code of Conduct and the Company’s ethics and compliance program.

15

CompensationCommittee

Paul E. Fulchino Irene M. Esteves (Chair)

Robert D. Johnson

Charles Stephen A. Cambone William A. Fitzgerald John L. Chadwell

Plueger Patrick M. Shanahan Audit Committee** 8 (1)

Review and approve the compensation of the Company’s executive officers.

officers, with a focus on linking pay and performance. (2)

Oversee the administration of the Company’s compensation plans, policies, and programs.

(3)

Prepare the Compensation Committee Report in this Proxy Statement.

(4)

Oversee compensation-related risk exposures and related policies and processes attempting to mitigate such risks.

(5)

Review and make recommendations to the Board with respect to non-employee director compensation.

12

GovernanceCommittee

Paul E. Fulchino (Chair) Robert D. Johnson Charles L. Chadwell (Chair)

Robert D. Johnson

Paul E. Fulchino

Ronald T. Kadish

James R. Ray, Jr. Patrick M. Shanahan Laura H. Wright Compensation Committee 4 (1)

Assist the Board in identifying qualified individuals to become Board members.

members, with a focus on improving the Board’s diversity profile. (2)

Determine the composition of the Board and its committees.

(3)

Lead the annual review of the Board’s and the committees’ performance.

(4)

Develop and implement the Governance Guidelines and recommend to the Board any changes thereto.

(5)

Review and approve, deny, or ratify transactions under the Company’s Related Person Transaction Policy.

(6)

Oversee risks related to the Company’s governance structure.

(7)

Review the Company’s practices and reporting with respect to corporate responsibility, environmental, and social matters.

4

RiskCommittee

Charles L. Chadwell (Chair) Robert D. Johnson Paul E. Fulchino Ronald T. Kadish (Chair)

StephenWilliam A. Cambone

John L. Plueger

Irene M. Esteves

Laura H. Wright

Fitzgerald Governance Committee 6 (1)

Provide oversight of management’s guidelines, policies, and processes for assessing, monitoring, and mitigating the Company’s critical enterprise risks, including the major strategic, operating, safety/quality, financial, and compliance risks inherent in the Company’s business and core strategies.

(2)

Oversee the effectiveness of the Company’s cybersecurity programs and its practices for identifying, assessing, and mitigating cybersecurity risks.

(3)

Oversee management’s review and assessment of key risks that have the potential to significantly affect the Company’s ability to execute its strategy, and determine which risks should be included on the Board’s agenda for discussion. Ronald T. Kadish (Chair) Stephen A. Cambone John L. Plueger Irene M. Esteves James R. Ray, Jr. Laura H. Wright Risk Committee CORPORATE GOVERNANCE (continued)

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52021 Board and Committee Meetings and Attendance During 2021, there were nine meetings of the Board. These meetings were held both in person and virtually due to COVID-19 restrictions and precautions. All of the Company’s directors attended 75% or more of the aggregate of all meetings of the Board and of the committees on which they served in 2021. Our Governance Guidelines provide that director attendance is expected at each annual meeting of stockholders. All of our directors attended the 2021 annual meeting of stockholders. In addition to scheduled Board meetings, the Board receives monthly reports from management detailing financial results, operating highlights and challenges, and updates on strategic initiatives. Executive Sessions As part of each quarterly Board meeting in 2021, the Company’s non-employee directors met without management present in an executive session, with Mr. Johnson as Chairman presiding over each 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. The Company’s independent directors met in executive session at least one time during the year as required by the Governance Guidelines and NYSE rules. Risk Oversight The Board’s Role in Risk Oversight RISK COMMITTEE AUDIT COMMITTEE COMPENSATION COMMITTEE GOVERNANCE COMMITTEE Has primary responsibility for overseeing the Company’s enterprise risk management framework and material risks facing the Company, including cyber-related risks. Reviews management’s guidelines, policies, and processes for assessing, monitoring, and mitigating the Company’s critical enterprise risks. Receives regular reports from senior management detailing areas of risk as well as management and mitigation strategies with respect to such risks. Determines which risks need to be included on the Board’s agenda for discussion. Oversees financial reporting risks and other risks relating to internal controls, disclosure issues, Ethics Hotline reports, and legal and regulatory issues, including compliance with SEC rules and regulations. Conducts annual assessment of most significant risks within committee’s purview and reports findings to the Board. Oversees executive compensation risks. Strives to create incentives that encourage appropriate risk taking and align executives’ interests with stockholders’ interests. Conducts annual assessment of most significant risks within committee’s purview and reports findings to the Board. Oversees governance risks relating to Board and committee composition, regulatory compliance, and public company governance matters. Conducts annual assessment of most significant risks within committee’s purview and reports findings to the Board. BOARD Responsible for oversight of management as it relates to identification, assessment, mitigation, and general management of risks relating to the Company’s strategy and operations. The Board administers this responsibility through its review of corporate strategy and operations, and by delegating certain oversight responsibilities to the appropriate committees for further consideration and evaluation. The Board receives briefings from members of management on key strategic and operational risks during the July Board meeting, during regular management presentations, and as the other committees deem necessary in their Board reports. Spirit AeroSystems 2022 Proxy Statement 19 CORPORATE GOVERNANCE (continued)

*

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Management’s Role in Risk Oversight 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) creating risk-assessment surveys and conducting interviews; (ii) reviewing, repositioning, and prioritizing identified risks by a risk council composed of executive leadership; (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) receiving insights from 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. Risks that the Company focused on in 2021 included matters relating to the ongoing effects of the 737 MAX grounding, COVID-19 pandemic, financial performance recovery, quality, safety, and cybersecurity, among other items. Cybersecurity The Risk Committee of the Board is charged with reviewing the Company’s cybersecurity matters. Management reports to the Risk Committee quarterly regarding cyber practices and procedures. The Company requires cybersecurity education and training at all levels of the organization. Spirit works to maintain the confidentiality, integrity, and availability of its information and digital resources through comprehensive and proactive compliance, privacy, incident response, cyber threat management, and enterprise risk programs developed from industry-accepted best practices. The framework for our programs is based on the U.S. Department of Defense Cybersecurity Maturity Model Certification (CMMC) and National Institute of Security and Technology (NIST) Frameworks, U.K. Cyber Defence and Risk (CyDr), Generally Accepted Privacy Program (GAPP) guiding principles, and ISO 27001/2 standards. These standards reflect well-defined processes and best-in-class technology. 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 for 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 at informal events. Stockholder Engagement Our Board recognizes the importance of remaining aligned with our stockholders. The Board places a high priority on stockholder engagement, which we believe contributes to transparency and accountability. Our stockholder outreach team includes representatives from various functions including Sustainability, Compensation, Human Resources, Investor Relations, and the Corporate Secretary’s office. This team engages proactively with our stockholders throughout the year. Stockholder feedback is communicated to the Board and is instrumental in developing our governance, compensation, and sustainability policies and practices, and in informing our business strategy. CORPORATE GOVERNANCE (continued) 20 Spirit AeroSystems 2022 Proxy Statement

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Spirit AeroSystems 2022 Proxy Statement 21 CORPORATE GOVERNANCE (continued) How We Engaged We engaged with our stockholders year-round in 2021 in a variety of ways: In the fall, we reached out to our largest stockholders representing nearly 50% of outstanding shares to solicit feedback on a variety of topics. We held calls with stockholders and discussed compensation, governance priorities, diversity, and sustainability performance, among other topics. Our investor relations team regularly meets with our stockholders, prospective stockholders, and investment analysts. We received unsolicited outreach from stockholders and responded to engage on areas of importance to them. What We Heard Below is a summary of the feedback we received in 2021: Positive feedback on the Company’s navigation of the COVID-19 pandemic and 737 MAX grounding dual crises. Requests to highlight the connection between pay and performance in our compensation programs, and return to more traditional incentive compensation financial metrics. Desire for continued focus on Board refreshment and diversity. Interest in our sustainability reporting and goals, including applied standards. How We Responded The following is a summary of action taken in response to stockholder feedback: We modified the weighting and metrics for our 2022 performance incentives (see “Compensation Discussion and Analysis” below for details). The average tenure of 7.1 years for our 2022 nominees represents a substantial decrease from the prior year. Two of our six most recently appointed independent directors are women and two are ethnically diverse (including one of the women). We are currently preparing our second annual Sustainability Report that will include enhanced disclosure and updates to progress on our sustainability programs. 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 Board members. 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 for-profit entity. The director must not accept such service until being advised by the Governance Committee Chair that the 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.

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Code of Conduct The Company is committed to the highest ethical standards and 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 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/corporate-governance/OD/default.aspx. Social Responsibility and Sustainability In 2021, Spirit launched its first annual Sustainability Report (the “Report”), highlighting the Company’s work to meet its sustainability goals and objectives. The Report describes Spirit’s efforts to support the United Nations’ Sustainable Development Goals (SDGs), and utilizes the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and Task Force for Climate-Related Financial Disclosures (TCFD) frameworks. The second annual Sustainability Report will be published in 2022, continuing to focus on transparency in our disclosures. Pursuant to its charter, the Governance Committee oversees Spirit’s practices and reporting with respect to corporate responsibility, environmental, and social factors that are of significance to the Company and its stakeholders. Climate Action Plan Spirit is committed to conducting and managing its business in a manner that protects the environment and supports the transition to a low-carbon economy. We are transitioning to renewable energy at many of our sites across the globe. Additionally, Spirit has set a goal to reduce our absolute Scope 1 and 2 greenhouse gas emissions by 30% below 2019 levels by 2030. Our strategies and programs consider climate, water, waste, and biodiversity. Diversity, Equity, and Inclusion At Spirit, we believe our success and the success of our employees depends on a commitment to fostering a diverse and inclusive culture that supports growth and development, along with the diverse skills needed to innovate. We have set a goal to increase representation of women in leadership (senior manager and above globally) to 30%, and minorities in leadership (senior manager and above in the U.S.) to 20%, by 2025. In 2021, Spirit launched “The Power of Choice” leadership development program for women and other underrepresented talent within our organization. Community Contributions We believe in the power of innovative solutions, partnerships, and programs that bring communities together. In 2021, Spirit and its employees continued to support local communities, and contributed over 8,000 volunteer hours and donated roughly $4 million through corporate grants, in-kind contributions, and employee donations. For more information, visit www.spiritaero.com/company/sustainability/overview/. Expiration of Stockholder Rights Plan The Company adopted a limited duration stockholder rights agreement (the “rights plan”) on April 22, 2020. The rights plan expired on April 22, 2021. As of the filing date of this Proxy Statement, the Company does not intend to renew the rights plan. 100% Wind Energy in Kansas As of 2022, Spirit’s entire 12 million square foot facility in Wichita is now fully powered by a nearby wind farm. The project is also designed to support local economic development. Water Recycling at Scale Spirit has one of the largest industrial water reuse systems in the United States – recycling more than 800 million gallons of process water at our Wichita location in 2021. CORPORATE GOVERNANCE (continued) 22 Spirit AeroSystems 2022 Proxy Statement

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Spirit AeroSystems 2022 Proxy Statement 23 Related Person Transactions The Board has adopted a written Related Person Transaction Policy (the “RPT Policy”) that can be found on the Company’s website at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx. 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 (as defined below) 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 a 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, in coordination with the affected business unit or corporate function, will review the transaction, determine whether it should be terminated or amended in a manner that Mses.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. No transactions occurred since January 1, 2021, that fall within the definition of “related person transaction” in the RPT Policy or under Item 404 of Regulation S-K. The Governance Committee reviewed potential transactions in accordance with the RPT Policy, including transactions relating to Mr. Fulchino’s interest in AEI and determined such not to be related person transactions under the RPT Policy or under Item 404 of Regulation S-K. See “Director Independence” for more information. CORPORATE GOVERNANCE (continued) For More Information, Governance Documents Are Available on Our Website We maintain governance documents on our website at http://investor.spiritaero.com/corporate-governance/govdocs/ default.aspx. These documents include, without limitation, our: Bylaws; Governance Guidelines; Committee Charters; Code of Conduct; Finance Code of Professional Conduct; Supplier Code of Conduct; Related Person Transaction Policy; Discrimination and Harassment Policy; and Anti-Hedging and Pledging Policy.

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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 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 should be market-competitive in relation to similarly-situated companies, including the Company’s proxy peer group; Compensation should align directors’ interests with the long-term interests of the Company’s stockholders; and The compensation structure should be simple, transparent, and easy for stockholders to understand. Compensation Elements The following table describes the elements of the 2021-2022 term non-employee director compensation program: 2021-2022 Amounts Element ($) Annual Board Cash Retainer 110,000 Annual Board Equity Retainer 135,000 Additional Retainer for Chairman of the Board 115,000 Additional Retainer for Chair of the Audit Committee 26,000 Additional Retainer for Chair of the Compensation Committee 21,000 Additional Retainer for Chair of Other Committees 15,000 Cash Retainers Each Board member receives an annual cash retainer. The Chairman of the Board and each committee chair receives an additional cash retainer. Directors may elect to receive their retainers in shares of restricted stock or restricted stock units (“RSUs”) in lieu of cash, but if any director ceases to serve as a director for any reason during the term, any such elective equity award will be forfeited and the director will receive a pro-rated portion of the annual retainer in cash. Except with respect to elective equity awards in lieu of cash, cash compensation is paid quarterly in arrears. DIRECTOR COMPENSATION 24 Spirit AeroSystems 2022 Proxy Statement

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Equity Retainer Each Board member receives an annual equity retainer, which may be paid 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. The Board may, in its discretion, waive this one- year vesting condition (in whole or in part) if it deems it appropriate and in the best interest of the Company to do so. Upon vesting, shares relating to restricted stock awards are delivered to the director free of restriction; however, vested shares underlying RSUs are not delivered 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-equivalents; dividend equivalents accrue during the restricted period and thereafter, and are delivered 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. 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 $550,000. Non-employee directors have four years of Board service before they are required 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 1, 2022, all non-employee directors were either in compliance with the stock ownership requirements or were on track to achieve compliance in the required time frame. Spirit AeroSystems 2022 Proxy Statement 25 DIRECTOR COMPENSATION (continued)

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2021 Director Compensation Table The following table sets forth non-employee director compensation for the fiscal year ended December 31, 2021. Fees Earned or Paid in Cash(1) Stock Awards(2) Total(3) Name ($) ($) ($) Stephen A. Cambone 103,091 135,026 238,117 Charles L. Chadwell 116,528 135,026 251,554 Irene M. Esteves 127,507(4) 135,026 262,533 William A. Fitzgerald 15,110(5) 15,110 Paul E. Fulchino 122,224(6) 135,026 257,250 Richard A. Gephardt 103,091 135,026 238,117 Robert D. Johnson 208,249 135,026 343,275 Ronald T. Kadish 116,528 135,026 251,554 John L. Plueger 103,091(7) 135,026 238,117 Patrick M. Shanahan 15,110 15,110 Laura H. Wright 111,186 135,026 246,213 (1)Includes annual cash retainer and committee chair retainers earned for 2021, including any such retainers that were paid in the form of restricted stock or RSUs in 2021 or 2022 by the director’s election in lieu of cash compensation for 2021. Ms. Esteves and WrightMessrs. Fitzgerald, Fulchino and Plueger elected to defer all or a portion of their annual cash retainers for 2021 as set forth in footnotes (4) - (7). (2)Represents the aggregate grant date fair value of the stock awards computed in accordance with authoritative guidance on stock-based compensation accounting issued by the Financial Accounting Standards Board (the “FASB”). On May 10, 2021, each non-employee director, other than Messrs. Fitzgerald and Shanahan, received an annual grant of 3,016 shares of restricted stock or RSUs with an aggregate value of $135,000 based on $44.77 per share, the closing price of Common Stock on the grant date. As a result of rounding of fractional share amounts, the grants were valued at $135,026. Messrs. Fitzgerald and Shanahan joined the Board in November 2021 and thus did not receive stock awards in 2021. As of December 31, 2021, each non-employee director’s aggregate number of unvested restricted stock or RSUs was as follows: Dr. Cambone: 3,016 shares of restricted stock; Mr. Chadwell: 3,016 shares of restricted stock; Ms. Esteves: 6,055 RSUs (includes 3,039 RSUs received in lieu of 2021-2022 term annual cash and committee chair retainers); Mr. Fulchino: 5,944 shares of restricted stock (includes 2,928 shares of restricted stock received in lieu of 2021-2022 term annual cash and committee chair retainers); Mr. Gephardt: 3,016 shares of restricted stock; Mr. Johnson: 3,016 shares of restricted stock; Mr. Kadish: 3,016 shares of restricted stock; Mr. Plueger: 5,474 shares of restricted stock (includes 2,458 shares of restricted stock received in lieu of 2021-2022 term annual cash retainer); and Ms. Wright: 3,016 shares of restricted stock. As of December 31, 2021, Messrs. Fitzgerald and Shanahan held no unvested restricted stock or RSUs. Note that any RSUs or shares of restricted stock received in lieu of annual cash and committee chair retainers described in this footnote were granted in 2021 and relate to retainers earned over the director’s 2021-2022 annual term, which covers portions of two calendar years, and that upon any termination of services of the director during the outstanding term, the equity award will be canceled, and a cash payment will be made therein that is equal to the cash amounts earned by the director through the date of such termination of service. (3)No non-employee director received perquisites or other personal benefits during 2021. (4)Includes $127,507 in annual cash and committee chair retainers that were paid in the form of 3,860 shares of RSUs for Ms. Esteves pursuant to her election. The RSUs were granted to Ms. Esteves in part on May 10, 2021, and in part on May 11, 2020, and are included in this disclosure because the RSUs were granted in lieu of cash payments earned for service in 2021. (5)Includes $15,110 in annual cash retainer that was paid in the form of 306 shares of restricted stock for Mr. Fitzgerald pursuant to his election. The restricted stock was granted to Mr. Fitzgerald on February 7, 2022, but are included in this disclosure because the restricted stock was granted in lieu of cash payments earned for service in 2021. (6)Includes $122,224 in annual cash retainer and committee chair retainers that were paid in the form of 3,688 shares of restricted stock for Mr. Fulchino pursuant to his election. The restricted stock was granted to Mr. Fulchino in part on May 10, 2021, and in part on May 11, 2020, and is included in this disclosure because the restricted stock was granted in lieu of cash payments earned for service in 2021. (7)Includes $103,091 in annual cash retainer that was paid in the form of 3,121 shares of restricted stock for Mr. Plueger are “audit committee financial experts,” as such termpursuant to his election. The restricted stock was granted to Mr. Plueger in part on May 10, 2021, and in part on May 11, 2020, and is definedincluded in Item 407(d)(5)this disclosure because the restricted stock was granted in lieu of Regulation S-K.cash payments earned for service in 2021. DIRECTOR COMPENSATION (continued) 26 Spirit AeroSystems 2022 Proxy Statement

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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) creating risk-assessment surveys and conducting interviews; (ii) reviewing, repositioning, and prioritizing identified risks by a risk council composed of executive leadership; (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) receiving 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. Risks that the Company focused on in 2020 included matters relating to the B737 MAX grounding, COVID-19 pandemic, financial liquidity, and cybersecurity, among other items.

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Cybersecurity

The Risk Committee of the Board is charged with reviewing the Company’s cybersecurity matters. Management reports to the Risk Committee quarterly regarding cyber practices and procedures. The Company requires cybersecurity education and training at all levels of the organization. Spirit works to maintain the confidentiality, integrity, and availability of its information and digital resources through comprehensive and proactive compliance, privacy, and risk programs developed from industry accepted best practices. The framework for our programs is based on the Department of Defense Cybersecurity Maturity Model Certification (CMMC) and National Institute of Security and Technology (NIST) Frameworks, Generally Accepted Privacy Program (GAPP) guiding principles, and ISO 27001/2 standards. These standards reflect well-defined processes and best in class technology.

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:

BYEMAIL

to CorporateSecretary@spiritaero.comGRAPHIC

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Beneficial Ownership of Directors and Executive Officers The following table sets forth, as of March 1, 2022, the shares of Common Stock beneficially owned by each director and executive officer, individually and as a group. Our directors and executive officers beneficially own less than 1.0% of our Common Stock both individually and in the aggregate. For purposes of the table, shares are considered to Corporate Secretary

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 1, 2022. Time-Based and Common RSUs Vesting Performance- Total Common Total Common Stock Within Based Stock Stock Beneficially Beneficially 60 Days of Restricted Beneficially Unvested Owned Plus Name Owned Record Date Stock(1) Owned RSUs(2) Unvested RSUs DIRECTORS Stephen A. Cambone 5,458 1,356 3,016 9,830 9,830 Charles L. Chadwell 20,731 4,884 3,016 28,631 28,631 Irene M. Esteves 29,519 29,519 6,055 35,574 William A. Fitzgerald 2,263 2,263 Paul E. Fulchino 25,902 5,944 31,846 31,846 Richard A. Gephardt 9,634 5,790 3,016 18,440 18,440 Robert D. Johnson 16,125 3,016 19,141 19,141 Ronald T. Kadish 25,563 3,016 28,579 28,579 John L. Plueger 21,961 13,026 5,474 40,461 40,461 James R. Ray, Jr. Patrick M. Shanahan 1,247 1,247 1,247 Laura H. Wright 10,318 3,016 13,334 13,334 EXECUTIVE OFFICERS Thomas C. Gentile III 185,042 132,820 317,862 139,160 457,022 Mark J. Suchinski 29,162 16,255 45,417 24,359 69,776 Samantha J. Marnick 64,149 21,967 86,116 32,033 118,149 Duane F. Hawkins(3) 55,469 24,511 18,570 98,550 98,550 William E. Brown 33,078 14,843 47,921 15,551 63,472 Mary (“Mindy”) McPheeters 5,147 8,046 13,193 6,641 19,834 Terry J. George 13,722 9,252 22,974 12,028 35,002 Kevin Matthies 28,422 10,989 39,411 13,979 53,390 Scott M. McLarty 16,195 9,059 25,254 13,925 39,179 Justin Welner 15,592 13,780 29,372 9,343 38,715 Kailash Krishnaswamy 10,039 1,334 14,722 26,095 10,438 36,533 All directors and executive officers as a group (20 persons) 591,709 80,420 301,064 973,193 285,775 1,258,968 Spirit AeroSystems Holdings, Inc.2022 Proxy Statement 27 STOCK OWNERSHIP

3801 S. Oliver St.

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VIRTUALLY(1)For directors: includes unvested time-based restricted stock awards but excludes RSUs. RSUs do not confer voting rights until they are settled upon the director’s departure, as described in footnote (2) below. For executive officers: includes unvested time-based and performance-based restricted stock awards that are forfeitable until the vesting date or performance certification date, as applicable. Performance-based restricted stock awards are included in the table at target amounts. This column does not include any time-based or performance-based restricted stock units as they do not confer voting rights. (2)For directors: RSUs vest after one year of service as a director. However, RSUs are not payable until the director’s termination of service. At such time, the RSUs will be settled, at the Board’s option, in cash or shares of Common Stock based on the market value of Common Stock upon termination of service. Because of this, all vested RSUs are included under the “RSUs Vesting within 60 days of Record Date” column. The RSUs included under the “RSUs” column are currently unvested. For executives: reflects time-based RSUs granted in 2021 and 2022 that were still unvested. Does not include performance-based restricted stock units. (3)Mr. Hawkins reached retirement eligibility for time-based restricted stock units in 2020 and, accordingly, all outstanding time-based restricted stock units are included under the “RSUs Vesting within 60 days of Record Date” column. Beneficial Ownership of Major Stockholders The following table sets forth information with respect to beneficial owners of more than 5% of the Common Stock as of March 1, 2022. 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. Amount of Shares Sole Shared Sole Shared Beneficially Percentage of Voting Voting Investment Investment Name Owned Common Stock Shares Shares Shares Shares The Vanguard Group(1) 9,315,232 8.88% 53,927 9,174,580 140,652 100 Vanguard Blvd. Malvern, PA 19355 Blackrock, Inc.(2) 5,931,378 5.65% 5,364,761 5,931,378 55 E. 52nd St. New York, NY 10005 (1)Information is based on an amended Schedule 13G filed with the SEC on February 10, 2022. (2)Information is based on an amended Schedule 13G filed with the SEC on February 4, 2022. Delinquent Section 16(a) Reports To the Company’s knowledge, based solely on a review of reports filed under Section 16(a) of the Exchange Act and certain reporting persons’ written representations, the Company believes that all filings required to be made by reporting persons holding Common Stock were timely filed in accordance with Section 16(a) of the Exchange Act in 2021 except for: (i) Mr. Fitzgerald’s Form 3 due on November 12, 2021, which was missed due to delays in obtaining a CIK number, and (ii) Kailash Krishnaswamy’s Form 4 due on December 15, 2021, which was missed due to an administrative error. A Form 3 was filed for Mr. Fitzgerald on November 29, 2021, and a Form 4 for Mr. Krishnaswamy was filed on January 28, 2022. STOCK OWNERSHIP (continued) 28 Spirit AeroSystems 2022 Proxy Statement

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PROPOSAL 2 ADVISORY VOTE ON EXECUTIVE COMPENSATION We are seeking advisory approval of the compensation of our named executive officers (“NEOs”), as set forth in the following “Compensation Discussion and Analysis” section. This “say-on-pay” vote is intended to address 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 our executive compensation promotes stockholder interests by providing a strong link between pay and performance consistent with practices across the Company’s peer group. 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 and Compensation Committee will review the voting results of Proposal 2 and take them into consideration when making future decisions regarding executive compensation. The Board recommends you vote “FOR” the resolution approving the compensation of our named executive officers. 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 via www.virtualshareholdermeeting.com/SPR2021

and, therefore, they will have the effect of votes “AGAINST” Proposal 2. Under the NYSE rules, 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. Spirit AeroSystems 2022 Proxy Statement 29

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

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. In 2020, members of the Company’s management held more than 565 meetings with investors and analysts. Members from the following Company functions participated in certain of these meetings, depending on the subject matter covered: Investor Relations, Communications, Government Relations, Executive Compensation, and Environmental, Health, and Safety. Key areas of discussion at the meetings included Company performance, governance practices, executive compensation, strategy, operations, sustainability programs, risk management, and other matters of importance to our stockholders.

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.

2020 Board and Committee Meetings and Attendance

During 2020, there were 27 meetings of the Board. Only one series of Board and committee meetings was held in person due to COVID-19 restrictions and precautions. All of the Company’s directors attended 75% or more of the aggregate of all meetings of the Board and of the committees on which they served in 2020. The Company’s Governance Guidelines provide that director attendance is expected at annual meetings of stockholders. All of the directors attended the 2020 virtual annual meeting of stockholders.

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

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Executive Sessions

As part of each quarterly Board meeting in 2020, the Company’s non-employee directors met without management present in an executive session, with Mr. Johnson as Chairman presiding over each 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. The Company’s independent directors (the non-employee directors excluding Mr. Gephardt) met in executive session at least one time in 2020 as required by the Governance Guidelines and NYSE rules.

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 Board members. 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 for-profit entity. The director must not accept such service until being advised by the Governance Committee chair that the 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.

Ms. Esteves currently serves on the audit committee for four public companies (including Spirit). On June 8, 2018 (prior to Ms. Esteves joining the fourth audit committee), and in light of her prior roles as a chief financial officer and professional training, the Company’s Board determined that such simultaneous service would not impair her ability to effectively serve on the Company’s Audit Committee, which is also noted under her biography at http://investor.spiritaero.com/corporate-governance/OD/default.aspx.

Code of Conduct

The Company is committed to the highest ethical standards and 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 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/corporate-governance/OD/default.aspx.

Sustainability Reporting and Oversight

In 2021, Spirit will launch the Report outlining our strategy, programs, goals, and objectives. The Report will highlight Spirit’s values and commitments to protecting the environment and human health, supporting a low carbon economy, creating an inclusive culture that supports growth, and uniting communities through innovation, partnerships, and programs. We will publicly disclose information relating to the following topics in the Report: Spirit’s environmental performance, health and safety, diversity and inclusion, community impact, ethics and compliance, and risk management. For additional information, see: https://www.spiritaero.com/company/sustainability/overview/.

As noted in its charter, the Company’s Governance Committee oversees Spirit’s practices and reporting with respect to corporate responsibility, environmental, and social factors that are of significance to the Company and its stakeholders.

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 for 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 at informal events.

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Response to Material Weakness in Internal Control Over Financial Reporting

As previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019, the Company identified a material weakness in its internal control over financial reporting as of December 31, 2019. The material weakness related to identifying claims and assertions and key judgments of its estimate-at-completion (“EAC”) process.

Our management team worked with the Audit Committee, along with external advisors, to evaluate the circumstances of the material weakness and identify necessary actions required to remediate the material weakness. As previously disclosed, these actions included:

Management changes;

Enhancement of training around the appropriate treatment of claims and assertions and other subjective elements and key judgments of our EAC process to reinforce existing written Company policies. This training focused on control owners within the EAC process, including program, accounting, and executive leadership; and

Reassessment of processes and design of controls to ensure that all customer claims and assertions are identified and evaluated in accordance with established Company policies and procedures. This remediation step included validation and reconciliation of claims data with our key customers and retention of this data in a centralized claims repository to facilitate the completeness of our accounting for claims and assertions.

Management has concluded that the material weakness was fully remediated in accordance with the remediation plan. The Audit Committee and the Board are committed to maintaining a strong internal control environment.

Stockholder Rights Plan

The Company adopted a limited duration stockholder rights agreement (the “rights plan”) on April 22, 2020, and declared a dividend of one right for each outstanding share of Common Stock as of May 1, 2020, the record date. The rights plan expires, without any further action being required to be taken by Board, on April 22, 2021. As of the filing date of this Proxy Statement, the Company does not intend to renew the rights plan when it expires.

Governance Documents Available on Our Website

We maintain governance documents on our website at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx. These documents include, without limitation, our:

Bylaws;

Governance Guidelines;

Committee Charters;

Code of Conduct;

Finance Code of Professional Conduct;

Supplier Code of Conduct;

Related Person Transaction Policy;

Discrimination and Harassment Policy; and

Anti-Hedging and Pledging Policy.

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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 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 should be market-competitive in relation to similarly-situated companies, including the Company’s proxy peer group;

Compensation should align directors’ interests with the long-term interests of the Company’s stockholders; and

The compensation structure should be simple, transparent, and easy for stockholders to understand.

Compensation Elements

The following table describes the elements of the 2020 non-employee director compensation program:

Element

2019-2020 Term

Amounts

2020-2021 Term

Amounts

Annual Board Cash Retainer

$105,000

$89,250

Annual Board Equity Retainer

$125,000

$106,250

Additional Retainer for Chairman of the Board

$100,000

$85,000

Additional Retainer for Chairman of the Audit Committee

$25,000

$21,250

Additional Retainer for Chairman of the Compensation Committee

$18,000

$15,300

Additional Retainer for Chairmen of Other Committees

$12,000

$10,200

In 2020, due to liquidity pressures relating to the COVID-19 pandemic and B737 MAX grounding, the Board elected to reduce each element of 2020-2021 term compensation by 15%.

Cash Retainers

Each Board member receives an annual cash retainer. The Chairman of the Board and each committee chairman receives an additional cash retainer. Directors may elect to receive their retainers in shares of restricted stock or restricted stock units (“RSUs”) in lieu of cash, but if any director ceases to serve as a director for any reason during the term, any such elective equity award will be forfeited and the director will receive a pro-rated portion of the annual retainer in cash. Except with respect to elective equity awards in lieu of cash, cash compensation is paid quarterly in arrears.

Equity Retainer

Each Board member receives an annual equity retainer, which may be paid 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. The Board may, in its discretion, waive this one-year vesting condition (in whole or in part) if it deems it appropriate and in the best interest of the Company to do so. Upon vesting, shares relating to restricted stock awards are delivered to the director free of restriction; however, vested Shares underlying RSUs are not delivered 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-equivalents; dividend equivalents accrue during the restricted period and thereafter, and are delivered out upon settlement. If the awards are forfeited, dividends or dividend-equivalents, as applicable, are also forfeited.

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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.

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 $446,250 with respect to 2020-2021 term compensation. Non-employee directors have four years of Board service before they are required 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 2, 2021, all non-employee directors, other than Ms. Wright and Dr. Cambone, were in compliance with the stock ownership requirements. Ms. Wright, who joined the 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. Both Ms. Wright and Dr. Cambone are on track to achieve compliance in the required time frame.

Between March 3, 2020, and May 11, 2020, Mr. Gephardt was not in compliance with the stock ownership requirements because the Company’s Common Stock price dropped below $52.68 per share. On May 11, 2020, Mr. Gephardt became compliant with the stock ownership requirements after receiving the 2020-2021 term equity retainer.

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2020 Director Compensation Table

The following table sets forth non-employee director compensation for the fiscal year ended December 31, 2020 (note that Mr. Gentile’s compensation is set forth in the “Summary Compensation Table” and not included below).

Name

Fees Earned or Paid

in Cash

($)

(1) 

 

Stock

Awards

($)

(2) 

 

All Other

Compensation

($)

(3) 

 

Total

($)

Stephen A. Cambone

93,411

(4)

106,267

 

 

 

199,679

Charles L. Chadwell

104,087

 

106,267

 

 

 

210,354

Irene M. Esteves

115,652

(5) 

106,267

 

 

 

221,920

Paul E. Fulchino

109,425

(6) 

106,267

 

 

 

215,692

Richard A. Gephardt

93,411

 

106,267

 

60,000

 

259,679

Robert D. Johnson

182,375

 

106,267

 

 

 

288,642

Ronald T. Kadish

104,087

 

106,267

 

 

 

210,354

John L. Plueger

93,411

 (7)

106,267

 

 

 

199,679

Laura H. Wright

93,411

 (8)

106,267

 

 

 

199,679

(1)

Includes annual cash retainer and committee chair retainers earned for 2020, including any such retainers that were paid in the form of restricted stock or RSUs in 2019 or 2020 by the director’s election in lieu of cash compensation for 2020. Dr. Cambone, Ms. Esteves, Mr. Fulchino, Mr. Plueger, and Ms. Wright elected to defer all or a portion of their annual cash retainers for 2020 as set forth in footnotes (4) - (8).

(2)

Represents the aggregate grant date fair value of the stock awards computed in accordance with authoritative guidance on stock-based compensation accounting issued by the Financial Accounting Standards Board (the “FASB”). On May 11, 2020, each non-employee director received an annual grant of 5,458 shares of restricted stock or RSUs with an aggregate value of $106,250 based on $19.47 per share, the average of the opening and closing prices of Common Stock on the grant date. As a result of rounding of fractional share amounts, the grants were valued at $106,267. As of December 31, 2020, each non-employee director’s aggregate number of unvested restricted stock or RSUs was as follows: Dr. Cambone: 5,458 shares of restricted stock; Mr. Chadwell: 5,458 shares of restricted stock; Ms. Esteves: 11,133 RSUs (includes 5,675 RSUs received in lieu of 2020-2021 term annual cash and committee chair retainers); Mr. Fulchino: 10,827 shares of restricted stock (includes 5,369 shares of restricted stock received in lieu of 2020-2021 term annual cash and committee chair retainers); Mr. Gephardt: 5,458 shares of restricted stock; Mr. Johnson: 5,458 shares of restricted stock; Mr. Kadish: 5,458 shares of restricted stock; Mr. Plueger: 10,042 shares of restricted stock (includes 4,584 shares of restricted stock received in lieu of 2020-2021 term annual cash retainer); and Ms. Wright: 5,458 shares of restricted stock. Note that any RSUs or shares of restricted stock received in lieu of annual cash and committee chair retainers described in this footnote were granted in 2020 and relate to retainers earned over the director’s 2020-2021 annual term, which covers portions of two calendar years, and that upon any termination of services of the director during the outstanding term, the equity award will be canceled, and a cash payment will be made therein that is equal to the cash amounts earned by the director through the date of such termination of service.

(3)

The amount of perquisites and other personal benefits has been excluded for all non-employee directors other than Mr. Gephardt, as the total value of each other director’s perquisites and other personal benefits was less than $10,000. For Mr. Gephardt, this amount reflects consulting fees paid to the Gephardt Group for labor consulting services rendered in 2020, as further described under “Director Independence.”

(4)

Includes $32,308 in annual cash retainer that was paid in the form of 380 RSUs for Mr. Cambone pursuant to his election. The RSUs were granted to Mr. Cambone on November 4, 2019, but are included in this disclosure because the RSUs were granted in lieu of cash payments earned for service in 2020.

(5)

Includes $115,652 in annual cash retainer and committee chair retainers that were paid in the form of 4,345 RSUs for Ms. Esteves pursuant to her election. The RSUs were granted to Ms. Esteves in part on May 11, 2020, and in part on May 6, 2019, and are included in this disclosure because the RSUs were granted in lieu of cash payments earned for service in 2020.

(6)

Includes $109,425 in annual cash retainer and committee chair retainers that were paid in the form of 4,111 shares of restricted stock for Mr. Fulchino pursuant to his election. The restricted stock was granted to Mr. Fulchino in part on May 11, 2020, and in part on May 6, 2019, and is included in this disclosure because the restricted stock was granted in lieu of cash payments earned for service in 2020.

(7)

Includes $93,411 in annual cash retainer that was paid in the form of 3,510 shares of restricted stock for Mr. Plueger pursuant to his election. The restricted stock was granted to Mr. Plueger in part on May 11, 2020, and in part on May 6, 2019, and is included in this disclosure because the restricted stock was granted in lieu of cash payments earned for service in 2020.

(8)

Includes $6,462 in annual cash retainer that was paid in the form of 75 shares of restricted stock for Ms. Wright pursuant to her election. The restricted stock was granted to Ms. Wright on May 6, 2019, and is included in this disclosure because the restricted stock was granted in lieu of cash payments earned for service in 2020.

 

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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://investor.spiritaero.com/corporate-governance/govdocs/default.aspx. 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 (as defined below) 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 a 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, in coordination with the affected business unit or corporate function, 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.

See “Director Independence” for more information.

Certain Related Person Transactions

Below are the transactions that occurred since January 1, 2020, and fall within the definition of “related person transaction” in the RPT Policy or under Item 404 of Regulation S-K. 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. Transactions for Messrs. Fulchino and Gephardt were also reviewed under Item 404 and determined not to be related person transactions under the RPT Policy or under Item 404 of Regulation S-K - see “Independence” for more information on such transactions.

Related PersonGRAPHIC

Facts

JohnA.Pilla

JohnCOMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS This Compensation Discussion and Analysis makes reference to financial data derived from our financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) and certain other financial data prepared using non-GAAP components. For a description of how such non-GAAP measures are calculated, as well as a reconciliation to the most comparable GAAP measures, see “Non-GAAP Financial Measures” set forth in Appendix A. Pilla, former2021 Named Executive Officers This section describes the compensation program and plans for our NEOs. Our 2021 NEOs were: Thomas C. Gentile III President and Chief Executive Officer Mark J. Suchinski Senior Vice President and Chief Financial Officer Samantha J. Marnick Executive Vice President, Chief Operating Officer, and President, Commercial Duane F. Hawkins Executive Vice President and President, Defense & Space Kevin Matthies Senior Vice President, Chief Technology and Quality Officer has two sons employed byFor a full description of the Company, Anthony Pilla, Cyber Protection Specialist (employed bycompensation we pay to our NEOs, please review this section and the Company since June 3, 2016)related compensation tables carefully. Say on Pay Vote and Stockholder Engagement on Compensation After years of overwhelming stockholder support exceeding 90%, our say on pay resolutions received only 74% and Nicolas Pilla, Systems Engineer (employed by61% support at our 2020 and 2021 Annual Meetings, respectively. This was due in part to the Company since May 31, 2013). Combined, Mr. Pilla’s sons received $164,275voting standard under our Bylaws (which treats broker non-votes and abstentions as “against” votes) and support was nearly 80% in each of these years when measured as a straight percentage of shares voted. Even so, we were not satisfied with these results and we expanded our stockholder engagement program with a focus on understanding concerns regarding compensation from the Company in 2020. Such compensation was established in accordance withpractices. In our 2021 outreach to stockholders representing nearly 50% of the Company’s compensation practices applicable to employees with equivalent responsibilities, experience, and qualifications. Mr. Pilla’s sons are also eligible to participate in employee benefit programs in the same manner as other eligible employees.

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STOCK OWNERSHIP

Beneficial Ownership of Directors and Executive Officers

The following table sets forth, as of March 2, 2021, 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, the directors and executive officers beneficially own less than 1.0% of our Common Stock. 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 2, 2021.

Name

Common

Stock

Beneficially

Owned

 

Shares Vesting

Within 60

Days of

Record Date

Time-Based and

Performance-

Based Restricted

Stock(1)

 

Total Common

Stock

Beneficially

Owned

RSUs(2)

 

Total Common

Stock Beneficially

Owned Plus

RSUs

DIRECTORS

Stephen A. Cambone

 

 

 

 

5,458

 

5,458

 

1,356

 

 

6,814

Charles L. Chadwell

15,253

 

 

5,458

 

20,711

4,884

 

25,595

Irene M. Esteves

 

 

 

 

 

 

29,519

 

29,519

Paul E. Fulchino

15,075

 

 

10,827

 

25,902

 

 

25,902

Richard A. Gephardt

4,176

 

 

5,458

 

9,634

5,790

 

15,424

Robert D. Johnson

13,167

 

 

5,458

 

18,625

 

 

18,625

Ronald T. Kadish

20,105

 

 

5,458

 

25,563

 

 

25,563

John L. Plueger

11,919

 

 

10,042

 

21,961

13,026

 

34,987

Laura H. Wright

4,860

 

 

5,458

 

10,318

 

 

10,318

EXECUTIVE OFFICERS

Thomas C. Gentile III

 

142,189

 

 

28,089

 

175,642

 

 

345,920

 

100,164

 

 

446,084

Mark J. Suchinski

23,066

 

3,438

20,193

 

46,697

14,710

 

61,407

Jose I. Garcia(3)

12,281

 

 

3,131

 

15,412

 

 

15,412

Samantha J. Marnick

56,250

 

4,646

29,050

 

89,946

20,944

 

110,890

Duane F. Hawkins(4)

73,621

 

 

17,889

 

91,510

 

 

91,510

William E. Brown

27,382

 

3,139

20,242

 

50,763

11,194

 

61,957

John A. Pilla(5)

77,897

 

3,546

24,216

 

105,659

 

 

105,659

Mary M. (“Mindy”) McPheeters

1,605

 

2,878

9,583

 

14,066

2,778

 

16,844

Terry J. George

8,527

 

1,957

11,289

 

21,773

11,647

 

33,420

Kevin Matthies

24,708

 

2,324

13,973

 

41,005

9,807

 

50,812

Scott M. McLarty

12,095

 

1,916

13,290

 

27,301

9,575

 

36,876

All directors and executive officers as a group (20 persons)

544,176

 

51,933

392,115

 

988,224

235,394

 

1,223,618

(1)

For directors: includes unvested time-based restricted stock awards but excludes RSUs. RSUs do not confer voting rights until they are delivered upon the director’s departure, as described in footnote (2) below. For executive officers: includes unvested time-based and performance-based restricted stock awards that are forfeitable until the vesting date or performance certification date, as applicable. Performance-based restricted stock awards are included in the table at target amounts. This column does not include any time-based or performance-based restricted stock units as they do not confer voting rights. However, Mr. Hawkins time-based restricted stock units are included as described in footnote (4) below, does not.

(2)

For directors: RSUs vest after one year of service as a director. However, RSUs are not payable until the director’s termination of service. At such time, the RSUs will be delivered, at the Board’s option, in cash or shares of Common Stock based on the market value of Common Stock upon termination of service. All RSUs reflected are currently vested except for 11,133 RSUs held by Ms. Esteves. For executives: reflects time-based restricted stock units granted on February 26, 2021, that vest in three annual increments beginning on February 26, 2022. Does not include performance-based restricted stock units granted in 2021 as the pricing for the awards was not available at the time this Proxy Statement was finalized.

(3)

Mr. Garcia was appointed to the position of Senior Vice President and Chief Financial Officer on January 9, 2019, and resigned from the position on January 29, 2020. For Mr. Garcia, values shown assume no transactions have taken place after Mr. Garcia’s receipt of severance benefits following his resignation.

(4)

Mr. Hawkins reached retirement eligibility for time-based restricted stock awards and restricted stock units in 2020 and, accordingly, all outstanding time-based restricted stock and restricted stock unit awards are included under the “Common Stock Beneficially Owned” column.

(5)

Excludes 16,023 phantom stock units that Mr. Pilla is entitled to receive upon his retirement from the Company under the frozen Supplement Executive Retirement Plan.

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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 the Common Stock as of March 2, 2021. 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.

Name

Amount of

Shares

Beneficially

Owned

Percentage of

Common Stock

Sole

Voting

Shares

Shared

Voting

Shares

Sole

Investment

Shares

Shared

Investment

Shares

The Vanguard Group(1)

100 Vanguard Blvd.

Malvern, PA 19355

 

8,985,555

 

8.51%

 

 

 

68,726

 

8,836,800

 

148,755

Blackrock, Inc.(2)

55 E. 52nd St.

New York, NY 10005

5,489,962

5.2%

5,107,504

 

5,489,962

 

Scopia Capital Management LP(3)

Scopia Management, Inc.

Matthew Sirovich

Jeremy Mindich

152 West 57th St., 33rd Floor

New York, NY 10019

5,822,699

5.5%

94,000

5,728,699

94,000

5,728,699

(1)

Information is based on an amended Schedule 13G filed with the SEC on February 10, 2021.

(2)

Information is based on an amended Schedule 13G filed with the SEC on February 1, 2021.

(3)

Information is based on a Schedule 13G filed with the SEC on February 16, 2021.

Delinquent Section 16(a) Reports

To the Company’s knowledge, based solely on a review of reports filed under Section 16(a) of the Exchange Act and certain reporting persons’ written representations, the Company believes that all filings required to be made by reporting persons holding the Common Stock were timely filed in accordance with Section 16(a) of the Exchange Act in 2020 except for Mr. Hawkins’ Form 4 due on March 15, 2020, which was Mr. Hawkins’ 62nd birthday and the date the Company was required to dispose of shares for tax purposes with respect to Mr. Hawkins’ unvested time-based restricted stock awards. The filing was missed due to an administrative error. A Form 5 was filed with the SEC on January 29, 2021, to report the transactions.

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Overview

In accordance with Section 14A of the Exchange Act, 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 and Compensation Committee 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 NYSE rules, 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.

   TheBoardrecommendsyouvoteFORtheresolutionapprovingthecompensationofournamedexecutiveofficers.

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COMPENSATION DISCUSSION AND ANALYSIS

 TABLE OF CONTENTS 

Separation Agreements . . . . . . . . . . . . . . . 58 Potential Payments Upon Termination or Change in Control

69 . . . 58 2021 CEO Pay Ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Compensation Committee Report . . . . . . . . . . . . . . . . . . . . . 62 30 Spirit AeroSystems 2022 Proxy Statement

Mr. Garcia’s Resignation During Fiscal Year 2020GRAPHIC

73expressly requested feedback on compensation matters. Through these engagements, which included the Chair of our Compensation Committee when requested, we received important feedback that led to changes in our compensation practices. These changes are summarized in the chart below. For more details on our 2021 stockholder engagement program see the “Stockholder Engagement” section. What We Heard How We Responded *Other than restoration received by all NEOs in early January 2021 of the 20% pay reduction taken in response to the COVID-19 pandemic. For each of the long-term performance award periods ended December 31, 2020, and December 31, 2021, our NEOs received no vesting payouts. The average annual cash incentive payouts for 2020 and 2021 were well below target (88% and 80%, respectively). We believe these goals were appropriately rigorous as reflected in the payout levels. In response to the COVID-19 pandemic, many companies made “in- flight” adjustments to their performance payouts. Our Compensation Committee made no such adjustments despite being confronted by both the COVID-19 pandemic and the 737 MAX grounding. Ensure rigorous goal-setting for performance incentives. We have included in this Proxy Statement additional information regarding our peer selection process (see “Peer Benchmarking”). Provide more robust disclosure of the process for selecting the Company’s peers. We adjusted the weighting for the performance component of our 2022 long-term incentives from 60% time-based and 40% performance-based to 50% time-based and 50% performance-based. In addition, we removed the individual performance component of our annual cash incentive for our CEO and other NEOs going forward, so that achievement is now based solely on Company performance. In prior years, individual performance accounted for 20% of our CEO’s and 25% of our other NEOs’ annual cash incentive payout determination. Continue to focus on strengthening the link between Company performance and executive performance incentives. We returned to more traditional performance incentive metrics for our 2022 performance programs: Annual cash incentive: free cash flow, EBIT, revenue, and quality Long-term performance incentive: total stockholder return (“TSR”) Our stockholders also provided positive feedback on the Company’s navigation of the COVID-19 and 737 MAX grounding crises and understood the difficulty the Compensation Committee faced in designing compensation incentives during such unique and challenging times. Return to the use of incentive compensation metrics focused on fundamental financial performance indicators. The Compensation Committee strives for internal pay equity among our NEOs taking into consideration individual position, responsibilities, experience, and market-based analytics. In 2021 and early 2022, each of our NEOs other than the CEO received compensation increases, primarily in connection with promotions or increasing responsibilities. Mr. Gentile’s responsibilities and position did not change and his fixed compensation and targets remained static during this period*. For additional information on our NEOs’ compensation changes see “Individual NEO Performance and Compensation Changes.” Monitor pay equity across the NEO group, with particular attention to CEO compensation relative to other NEOs. Spirit AeroSystems 2022 Proxy Statement 31 COMPENSATION DISCUSSION AND ANALYSIS (continued)

2020 CEO Pay RatioGRAPHIC

74How Performance Determines Pay Pay-for-Performance Our compensation programs are designed to incentivize achievement of annual and long-term performance objectives. Our Compensation Committee is focused on setting robust goals that align executive compensation with long-term stockholder value. The Compensation Committee and Board are acutely aware of the impact the COVID-19 pandemic and 737 MAX grounding have had on our stock price performance over the last several years. The following table compares the alignment of our NEO performance incentive payouts with our stock price performance. This table shows that our compensation plans are working as intended by appropriately tying pay to performance. NEO Performance Pay and Stock Price *Reflects the 20-day moving average stock price through the first trading day of each respective year (January 2, 2019, January 2, 2020, January 4, 2021 and January 3, 2022). **Reflects a blended payout based on 120% achievement for the TSR portion of this award and 200% achievement for the free cash flow portion of this award. Each portion was equally weighted. See Appendix A for an explanation and reconciliation of non-GAAP measures. Performance-based pay for our NEOs is comprised of our annual cash incentive and long-term performance incentive, which together made up over 42% of total direct NEO compensation in 2021. At the beginning of each year, our Compensation Committee makes payout and vesting decisions for these programs based on prior period performance. The grey payout and blue vesting amounts above reflect the Compensation Committee’s decisions at the beginning of the corresponding year. For example, the “2022 Decisions” axis item corresponds with the Committee’s determination in January 2022 that, based on performance, NEOs would receive an average annual cash incentive payout for 2021 of 80% and that 0% of the long-term performance incentive would vest for the January 1, 2019, through December 31, 2021, performance period. Total compensation for our NEOs for 2021 (as discussed in detail below) includes meaningful new equity realization opportunities, which is intentional by our Compensation Committee to strongly align our NEOs’ interests with those of our stockholders. The performance-incentive grants made to our NEOs each year provide a direct incentive for improved stock price performance. Conversely, and as reflected in the table above, when performance does not meet threshold targets, performance shares are forfeited by our NEOs. 300% 250% 200% 150% 100% 50% 0% $80 $70 $60 $50 $40 $30 $20 $10 $0 PAYOUT OR VESTING AMOUNT AS A PERCENTAGE OF TARGET 20-DAY MOVING AVERAGE STOCK PRICE* 2019 DECISIONS 2020 DECISIONS 2021 DECISIONS 2022 DECISIONS Average Annual Cash Incentive Payout Long-term Performance Incentive Vesting Stock Price 89% 100% $72.92 $77.76 $37.77 $41.67 160%** 0% 0% 100% 88% 80% COMPENSATION DISCUSSION AND ANALYSIS (continued) 32 Spirit AeroSystems 2022 Proxy Statement

Compensation Committee ReportGRAPHIC

74COMPENSATION DISCUSSION AND ANALYSIS (continued) Looking Forward: Changes for 2022 Incentives Going into 2022, we are focused on fundamental financial performance and strengthening the pay-for-performance link consistent with the feedback we received from our stockholders. The following are changes we made for our 2022 incentive programs. Annual Cash Incentive Long-Term Incentive Executive Compensation Plan Design The objectives of our executive compensation programs are to: attract, retain, and motivate highly qualified executives; promote absolute performance through the use of structured incentives; align pay with relative performance by developing and benchmarking against an appropriate peer group (see “Peer Benchmarking”); link the interests of our NEOs with those of our stockholders, including by using TSR as a compensation incentive metric; and manage appropriate risk-taking through the use of diversified performance measures, payment caps, clawback policies, and other tools. What We Do What We Don’t Do Adjusted the weighting for the performance component of our 2022 long-term incentives from 60% time-based and 40% performance- based to 50% time-based and 50% performance-based. Maintained a relative TSR metric for our long-term performance incentive grants to promote focus on stock-price performance and alignment with stockholder interests. This also provides an objective and visible measure of relative performance against our peers. Established a secondary peer group specific to relative-TSR to maximize effectiveness of this metric as an incentive tool. Removed the individual performance component of our annual cash incentive for our CEO and other NEOs so that achievement is now based 100% on Company performance against established targets. Returned to more traditional performance metrics for our annual cash incentive: Free Cash Flow (40%) EBIT (20%) Revenue (20%) Quality (20%) Updated our primary compensation benchmarking peer group to reflect market dynamics and the most currently appropriate peer companies. Ongoing Accruals. No ongoing accruals under defined-benefit Supplemental Executive Retirement Plan Pay-for-Performance. Over 42% of direct NEO pay is tied to performance results Share Recycling. No share recycling (other than in the context of forfeited shares) Peer Benchmarking. Compensation packages are benchmarked against peers through relative metrics Hedging, Pledging, and Shorts. No short selling, pledging, or hedging Company stock Limit Awards. Payout of annual cash incentive and performance- based restricted stock awards is capped at 200% Enhanced Benefit Plans. No enhanced health and welfare benefit plans for executives Performance Weighting. Long-term incentive grants are weighted 50% performance and 50% time-based starting in 2022 Spirit AeroSystems 2022 Proxy Statement 33

Our 2020 Named Executive Officers

The following Compensation Discussion and Analysis describes the 2020 compensation of our NEOs. Our 2020 NEOs were:

GRAPHIC

Thomas C. Gentile III

PresidentWhat We Do What We Don’t Do Setting Target Pay The Compensation Committee reviews and CEO

Mark J. Suchinski

Senior Vice Presidentapproves 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 works with management and external advisors, including our independent compensation consultant, Meridian Compensation Partners, and reviews the following: the Company’s compensation objectives; peer group compensation levels and broad survey data provided by the Compensation Committee’s independent compensation consultant, along with other market data; each individual position’s responsibilities, goals, and challenges; and the experience, prior performance, and potential of each executive. The Company generally sets total annual direct compensation (consisting of base salary, the annual cash incentive, and long-term incentives) of the NEOs 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 can be found under the “Peer Benchmarking” section. Aligning Pay with Performance The 2021 compensation structure (excluding perquisite, “other” compensation, and changes in pension value) for our Chief FinancialExecutive Officer

Jose I. Garcia*

Former Senior Vice President (“CEO”) and Chief Financial Officer (through January 29, 2020)

Samantha J. Marnick

Executive Vice President and Chief Operating Officer

Duane F. Hawkins

Senior Vice President; President, Defense Division

William E. Brown

Senior Vice President, Boeing Programs

John A. Pilla*

Former Senior Vice President and Chief Technology Officer (through August 1, 2020)

*

Mr. Garcia resigned on January 29, 2020, and Mr. Pilla stepped down from his role on August 1, 2020.

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Compensation Overview

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 works with management and external advisors, including our independent compensation consultant, Willis Towers Watson, and reviews the following:

the Company’s compensation objectives;

peer group compensation levels and broad survey data provided by the Compensation Committee’s independent compensation consultant, along with other market data;

the individual responsibilities, goals, and challenges with respect to the position in question; and

the experience, prior performance, and potential of the individual in question.

The Company generally sets total annual direct compensation (consisting of base salary, the annual cash incentive, and long-term incentives) of the NEOs 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.

How We Align Pay with Performance

   Substantialthe other NEOs is described in the below charts. These charts show that a substantial portion of payour CEO’s and NEOs’ direct compensation is delivered through variable, at-risk compensation. For either short-performance-based pay: 44% for our CEO and 42% for our other NEOs. Guaranteed Payouts. No guaranteed payouts on performance- based equity compensation (except for upon death or long-termdisability) Equity Incentives. Long-term incentives executive officers have the opportunity to earnare paid entirely 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.

   Use balance ofCommon Stock Dividends on Unvested Shares. No dividend payments on time- or performance-based restricted stock awards until they vest Clawback Policy. The Company’s short- and long-term incentivesincentive awards are subject to clawback provisions Tax Gross-Ups. No tax gross-ups related to a change in control Stock Ownership Requirements. Our executives are required to maintain stock ownership measured as a multiple of base salary (5x for CEO, 3x for EVP/SVP, 1x for VP) Single-Trigger Change in Control. We maintain double trigger change in control provisions Annual Say-on-Pay. Stockholders cast an annual advisory say- on-pay vote Independent Consultant. The Compensation Committee uses an independent compensation consultant and cash- and non-cash compensation.

   Use performance metrics thatassesses independence annually Rigorous Targets. Performance targets are relevant to our strategic plan and matter to our stockholders, customers, and other stakeholders. See “Our Pay Metrics” for more information.

   Performance goals are relevant, challenging,rigorous and tied to key measures of profitability and performance. See “Our Pay Metrics” for more information.

performance COMPENSATION DISCUSSION AND ANALYSIS (continued) 34 Spirit AeroSystems 2022 Proxy Statement

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Our Pay Metrics

The table below explains the metrics we used to measure performance for determining 2020 compensation. 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.

ProgramGRAPHIC

Metric

Our Pay Metrics The table below explains the metrics we used to measure performance for determining 2021 compensation. We strive to design incentive plans that challenge our executives and drive achievement, but are also achievable at target performance, with less frequent achievement of maximum performance and below threshold performance. Percentage of

Program Metric Component

How Performance is Calculated

Reason Scale Rationale for Using Metric

*Please see Appendix A for an explanation and reconciliation of non-GAAP measures. CEO PAY MIX 87% At-Risk/ Variable 13% Salary 15% AnnualCashIncentive-CompanyPerformanceComponent(75-80%oftotalACI)

Cash from Operating Activities

40%

Incentive 29% Performance- Based Restricted Stock 43% Time-Based Restricted Stock OTHER NEO PAY MIX 74% At-Risk/ Variable 26% Salary 21% Annual Cash from operating activities in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”), measured over a one-year period. Threshold, target, and maximum scores for 2020 were set at ($227 million), ($177 million), and ($127 million), respectively.

This metric measures both profitability and changes in working capital. Due to the impacts from the B737 MAX grounding and COVID-19 pandemic in 2020, managing cash and liquidity wereIncentive 21% Performance- Based Restricted Stock 32% Time-Based Restricted Stock Reducing net debt is a key focus.

Indirectobjective and indicator to improve financial stability, return to investment grade, and reduce borrowing costs Threshold: ($2.618 billion) Target: ($2.568 billion) Maximum: ($2.518 billion) 40% Adjusted Net Debt* Controlling operating costs is key to demonstrating discipline and achieving continuous margin improvement Threshold: $1.793 billion Target: $1.718 billion Maximum: $1.643 billion 30% Operating Cost

30%

This metric measures reduction of indirect costs (which are generally less variable than direct costs) in response to lower production rates over a one-year period. Threshold, target, Drives the Company’s diversification priorities and maximum scores for 2020 were set at $1.353 billion, $1.303 billion, and $1.245 billion, respectively.

The B737 MAX grounding and COVID-19 pandemic created unprecedented liquidity challenges for the Company. Lowering indirect costs removed from the production line was critical to conserve cash and preserve liquidity in 2020.

overall growth targets Threshold: $151.5 million Target: $218 million Maximum: $271 million 15% New Revenue Growth

15%

Performance is calculated based on new revenue growth from inorganic and organic sources. Threshold, target, and maximum scores for 2020 were set at $927 million, $982 million, and $1,037 million, respectively.

The Company’s strategy is to diversify its program portfolio and expand into new areas, including with respect to commercial programs, defense programs, aftermarket, and other areas. This metric measures the Company’s ability to diversify.

Quality

15%

Spirit’s quality index was developed using established measures our main customers use to evaluate Spirit’s quality performance across programs. Examples of quality measures used are defect count, and scrap, repair, and rework of fabricated parts and/or assemblies.

Quality is the main wayhow our customers measure our compliance with product specifications. The successspecifications and growth of our business depends on meeting our customers’has direct financial impact. Our quality standards.

AnnualCashIncentive-IndividualPerformanceComponent(20-25%oftotalACI)

Individual Performance Goals

100%

Achievement of individual performance goals relevant to each NEO’s assignment.

To further incentivizeindex uses key customer metrics Threshold: 0.5 Target: 1.0 Maximum: 2.0 15% Quality Incentivizes personal performance and contributions to the Company’s financial and operating results.

Long-TermIncentiveProgram
(TotalAwardOpportunity)

results Achievement of individual performance goals relevant to each NEO’s assignment 100% Individual Performance Goals Promotes absolute stock price performance and executive retention by requiring continuous employment 3 year vesting period 60% Stock Price (Time-Based Restricted Stock)

60%

Calculated using a dollar amount, which results in a number of shares based on the price of the Common Stock. The value received upon vesting is directly related to the change in the stock price between the grant and vesting dates.

This metric ties performance of executives’ restricted stock awards directly toRSUs) Promotes relative stock price performance thus aligningby measuring the interestsCompany’s TSR percentile rank against its peers over a three-year performance period Threshold: 25th percentile Target: 50th percentile Maximum: 75th percentile 40% TSR (Performance- Based RSUs) Spirit AeroSystems 2022 Proxy Statement 35 COMPENSATION DISCUSSION AND ANALYSIS (continued) Annual Cash Incentive — Company Performance (80% of executivestotal for CEO and stockholders.75% for other NEOs) Annual Cash Incentive — Individual Performance (20% of total for CEO and 25% for other NEOs) Long-Term Incentive Program

TSR (Performance-
Based Restricted Stock)GRAPHIC

20%Peer Benchmarking In order to effectively attract, motivate, and retain our executives, the Compensation Committee regularly examines market data for both pay levels and pay practices with the assistance of our independent compensation consultant. Benchmarking data provides valuable insights regarding market practices, and the Compensation Committee generally targets the median compensation range for our executives. However we do not use a formulaic approach to determining competitive pay levels and will deviate from that range to address business needs, individual performance, internal pay equity across the executive team, and succession planning. Given the unique nature of the Company’s business, and the lack of true direct competitors in the market, it is challenging to develop a single set of peer companies for purposes of compensation benchmarking. While certain companies conduct business in areas that overlap with ours, many are either much smaller or much larger in scope with limited direct overlap. In addition, the Company’s profile is evolving as we integrate acquisitions and make progress on our diversification efforts. To address these challenges, beginning in 2022 the Compensation Committee developed both a primary compensation peer group and a secondary peer group for benchmarking relative TSR performance. Specific factors considered in determining companies for inclusion in these peer groups include: Overall size Similarities in capital intensity Scope of operations Stock price movement correlation Aerospace and defense industry Industrial operations Overlapping market competitors Domestic and international revenue mix Executive talent competitors 2021 Peer Group For 2021 compensation decisions, the Company’s peer group is shown below. Borg Warner Huntington Ingalls Teledyne Technologies Curtiss-Wright Moog Inc. Terex Dana Oshkosh Corporation Textron Hexcel Corporation Parker Hannifin Trane Technologies Howmet Aerospace Parsons Corporation Triumph Group 2022 Peer Groups For 2022 compensation decisions, the Company’s peer groups are shown below. Primary Compensation Peer Group Relative TSR Peer Group AAR Corp. A.O. Smith Moog Inc. Arconic Corporation AAR Corp. Northrop Grumman Curtiss-Wright Arconic Corporation Oshkosh Corporation Hexcel Corporation Crane Co Owens Corning Howmet Aerospace Curtiss-Wright Parker Hannifin Huntington Ingalls Eaton Corporation Parsons Corporation L3 Harris Technologies General Dynamics Pentair plc Lennox International Inc. Hexcel Rockwell Automation Moog Inc. Howmet Aerospace Stanley Black & Decker Oshkosh Corporation Hubbell Incorporated Teledyne Technologies COMPENSATION DISCUSSION AND ANALYSIS (continued) 36 Spirit AeroSystems 2022 Proxy Statement

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Primary Compensation Peer Group Relative TSR Peer Group Owens Corning Huntington Ingalls Textron Parker Hannifin IDEX Corporation The Timken Company Parsons Corporation Illinois Tool Works Trane Technologies Textron ITT Inc. TransDigm Group Incorporated TransDigm Group Incorporated L3 Harris Technologies Triumph Group Triumph Group Lennox International Xylem, Inc. 2021 Performance and Payouts There are three major components to the Company’s compensation program for NEOs: base salary, annual cash incentive, and long-term incentive. Each component is measureddescribed below. Base Salary Base salary is a fixed cash amount designed to attract, retain, and motivate executive officers, taking into consideration the officer’s responsibilities, experience, breadth of role, and overall performance. The Company reviews each NEO’s base salary annually in January and makes appropriate adjustments to account for individual performance, market movement, and any change in responsibilities or circumstances. Base salary is paid in cash bi-weekly. On January 4, 2021, we restored the 20% salary reductions our executives had taken as a result of the COVID-19 pandemic and 737 MAX grounding. Annual Cash Incentive The Annual Cash Incentive (“ACI”) is an annual cash award, the target for which is equal to a percentage of a NEO’s base salary. For 2021, this target amount was equal to 145% of base salary for Mr. Gentile, and 100% of base salary for each of Mr. Suchinski and Mr. Hawkins. Ms. Marnick’s target award increased from 100% to 110% of base salary during 2021, and Mr. Matthies’ target award increased from 100% to 105% of base salary during 2021. The Compensation Committee set each NEO’s target taking into consideration peer group market data and the NEO’s responsibilities, experience, breadth of role, and overall performance. 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% and 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 priorities that drive the Company’s long-term performance. The performance weightings for the NEOs’ ACIs are as follows: CEO: 80% Company performance; 20% individual performance; and For all NEOs other than the CEO (“Other NEOs”): 75% Company performance; 25% individual performance. 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. Payout of the ACI is in cash and typically occurs in February of each year after the Compensation Committee certifies performance in January. 2021 Company Performance For the 2021 ACI, the Company performance component was based on Adjusted Net Debt (40%), Operating Cost (30%), New Revenue Growth (15%), and Quality (15%). The table below shows achieved results against each performance component’s performance goals, which yielded a score of 0.7955 out of a potential score of 2.00. Spirit AeroSystems 2022 Proxy Statement 37 COMPENSATION DISCUSSION AND ANALYSIS (continued)

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2021 ACI Company Metrics Performance Weighted Measure Weighting Threshold Target Maximum Actual Result Assessment Score Adjusted Net Debt* 40% ($2,618 million) ($2,568 million) ($2,518 million) ($2,594 million) Between Threshold 0.1940 and Target Operating Cost 30% $1,793 million $1,718 million $1,643 million $1,682 million Between Target and 0.4440 Maximum New Revenue Growth 15% $151.5 million $218.0 million $271.0 million $147.2 million Below Threshold 0.0000 Quality 15% 0.5 1 2 1.05 Between Target and 0.1575 Maximum Total Company Score 0.7955 *Please see Appendix A for an explanation and reconciliation of non-GAAP measures. Individual Performance Beginning in 2022, the company will no longer utilize an individual performance component but will base executive performance solely on achievement of Company performance metrics. For 2021, the individual performance component of the ACI was intended to further align executive compensation with performance. This performance component was focused on relevant individual performance metrics that relate to each NEO’s role and responsibilities. The Compensation Committee scored this performance component based on a NEO’s achievement against the NEO’s individual performance goals. To determine the score for Mr. Gentile, 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 Mr. Gentile’s report and recommendation with respect to each person’s performance and score. Subsequently, the Compensation Committee conducted a review of each NEO’s contributions to the Company during the fiscal year. With respect to 2021 performance, the NEOs received the individual performance scores set forth in the table below (under “2021 ACI Payouts”) out of a potential total score of 2.00. Descriptions of each NEOs’ 2021 individual performance contributions are set forth in “Individual NEO Performance and Compensation Changes." 2021 ACI Payouts The 2021 ACI payout for each of our NEOs is reflected in the table below. The actual award payout is calculated as the target award multiplied by the weighted Company and individual performance scores (weighted 80% and 20%, respectively, for our CEO and 75% and 25%, respectively, for our other NEOs). Target Award Company Performance Individual Performance Actual Award NEO ($) Score Score ($) Actual as a % of Target Thomas C. Gentile III 1,881,901 0.7955 0.7955 1,497,053 79.55% Mark J. Suchinski 528,767 0.7955 0.8500 427,839 80.91% Samantha J. Marnick 677,173 0.7955 0.8500 547,917 80.91% Duane F. Hawkins 544,203 0.7955 0.8500 440,328 80.91% Kevin Matthies 512,096 0.7955 0.7955 407,372 79.55% COMPENSATION DISCUSSION AND ANALYSIS (continued) 38 Spirit AeroSystems 2022 Proxy Statement

GRAPHIC

Based on Company and individual performance results, the Compensation Committee believes the 2021 NEO ACIs were appropriate and achieved the objectives of the executive compensation program. While the ACIs were earned based on performance in 2021, they were paid out in February 2022. The ACI payouts are reported as 2021 compensation in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” Long-Term Incentive Long-term incentives are an important tool to promote executive retention and effective alignment of executives’ interests with stockholders’ interests. In January of each year, the Compensation Committee selects eligible individuals to receive Long-Term Incentive Plan (the “LTIP”) grants and approves the nature and amount of each grant. Grants are made and priced on the third trading day following the Company’s next earnings release. For 2021, the LTIP grants were weighted 40% performance- based and 60% time-based, but starting in 2022 the weightings will be 50% performance-based and 50% time-based. The Compensation Committee set each NEO’s 2021 target LTIP value as provided in the table below, taking into consideration peer group market data and the NEO’s responsibilities, experience, breadth of role, and overall performance. Target on Grant Date Base Salary on Grant Date (Percentage of Base Salary) 2021 LTIP Grant NEO ($) (%) ($) Thomas C. Gentile III 1,300,000 550 7,150,000 Mark J. Suchinski 525,000 200 1,050,000 Samantha J. Marnick 650,000 230 1,495,000 Duane F. Hawkins 535,000 230 1,230,500 Kevin Matthies 500,000 140 700,000 Time-Based RSUs In 2021, 60% of the target LTIP award amount was delivered in the form of time-based restricted stock units (“RSUs”) vesting in three equal installments on each of the first, second, and third anniversaries of the grant date. Vesting of the time- based RSUs are subject to the recipient being continually employed by the Company through the vesting date, or alternative vesting arrangements upon death, disability, retirement, or a qualifying termination in connection with a change in control as described under “Potential Payments Upon Termination or Change in Control.” The Compensation Committee grants time-based RSUs to assist in retaining NEOs and to promote increased stock ownership, which further aligns our NEOs’ interests with those of stockholders. Dividends on time-based RSUs accrue from the grant date and are not paid out until the vesting date. If the underlying award is forfeited, the accrued dividends are forfeited as well. Performance-Based RSUs: Relative TSR Performance In 2021, 40% of the target LTIP award amount was delivered in the form of performance-based RSUs tied to relative TSR. Payout of the award is based on the ranking of the Company’s TSR, expressed as a percentile, relative to the TSR of the Company’s peer group over a three-year performance period as compared toperiod. The table below sets forth these performance goals and vesting percentages for the 2021 grant. If performance is below threshold, the payout is zero; the payout is interpolated for performance between threshold and target and between target and maximum; and payouts are capped above maximum performance goals.achievement. If the Company’s TSR is negative, the payout is capped at 100% regardless of percentile ranking. The Compensation Committee may apply negative discretion to the award payout. Dividends on performance-based RSUs are not paid until and unless the award vests. Threshold Target Maximum Performance Goal Percentile Ranking in Peer Group 25th 50th 75th Vesting Percentage (% of Target Award) 25% 100% 200% Spirit AeroSystems 2022 Proxy Statement 39 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

This metric ties executive interestsFor grants made in 2021, the performance period runs from January 1, 2021, to stockholder interestsDecember 31, 2023, and alignsthe vesting of the awards is dependent upon the Compensation Committee’s certification of the performance goal being achieved. Recipients must be continuously performing services throughout the entire performance period or none of the award will be earned, subject to alternative vesting arrangements upon death, disability, retirement, or a qualifying termination in connection with market trends.

FCF Percentage* (Performance-
Baseda change in control as described under “Potential Payments Upon Termination or Change-in-Control”. TSR for the Company and each member of its peer group for the performance 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, 2020, and the 20 trading days ending December 31, 2023. 2019 Performance-Based Restricted Stock)

20%

Performance is measured based onStock — FORFEITED In 2019, the Company’s FCF percentageCompensation Committee granted performance-based restricted stock awards that could be earned at the conclusion of revenue* over athe three-year performance period ending December 31, 2021, (and be delivered in 2022) based on achievement against a relative TSR metric. On January 25, 2022, the Compensation Committee certified the Company achieved a percentile rank of 0.071%. As a result, threshold performance was not achieved and the 2019 performance- based restricted stock was forfeited, as compared to threshold, target, and maximumshown in the below table. 2019 PB-TSR Threshold Target Maximum Actual Performance Performance Goal (Percentile Ranking in Peer Group) 25th 50th 90th 1st Vesting Percentage (% of Target Award) 25% 100% 200% 0% In 2019, the Compensation Committee also granted performance-based restricted stock that could be earned at the conclusion of the three-year performance period ending December 31, 2021, (and be delivered in 2022) based on achievement against the Company’s free cash flow as a percentage of revenue (“FCF Percentage”)* performance goals.

This metric is used to align long-term incentives with On January 25, 2022, the Compensation Committee certified that the Company’s achieved FCF Percentage performance was -2.54%. As a key valuation driverresult, threshold performance was not achieved and the 2019 performance-based restricted stock was forfeited, as shown in the below table. 2019 PB-FCF Threshold Target Maximum Actual Performance Performance Goal FCF Percentage* 7.0% 7.75% 9.0% -2.54% Vesting Percentage (% of our business, which is FCF.Target Award) 25% 100% 200% 0% * A percentage of sales is used to drive sustained FCF* performance consistent with our established long-term goal of 7-9% of sales; hence, the measurement is over a three-year period.

*

Please see AppendixA forFor an explanation and reconciliation of theseFCF Percentage and other non-GAAP measures.measures, please see Appendix A. COMPENSATION DISCUSSION AND ANALYSIS (continued) 40 Spirit AeroSystems 2022 Proxy Statement

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2020 Compensation Impacts Due to B737 MAX Grounding and COVID-19 Pandemic

The Company took several actions in 2020 to reduce costs, increase liquidity, and strengthen our financial position in light of the significant negative economic impacts of the COVID-19 pandemic and the B737 MAX grounding. Compensation-related actions included reducing pay for all executives (including NEOs) by 20% from April 2020 through January 2021. The reduced salary levels resulted in reduced payouts under the 2020 ACI (defined below).

Further, due to the financial impact of the B737 MAX grounding and COVID-19 pandemic, the performance-based restricted stock awards granted in 2018 that were due to vest on December 31, 2020, subject to the Compensation Committee’s certification of performance, were forfeited in their entirety as performance levels fell below threshold.

Values of vested and unvested equity awards were negatively impacted as well. As of December 2, 2019, the closing stock price of the Company’s Common Stock was $85.78. On May 1, 2020, the closing price of the Company’s Common Stock was $20.47. On December 31, 2020, the closing price of the Company’s Common Stock was $39.09.

2020 Compensation Program Elements

There are three major components to the Company’s compensation program for NEOs, which are described below. Levels for NEOs are set as described under “Compensation Overview - Setting Target Pay.”

Base Salary

Base salary is a fixed cash amount designed to attract, retain, and motivate executive officers, and recognize responsibilities, experience, and performance. 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. Base salary is paid in cash bi-weekly. Due to liquidity pressures relating to the B737 Max grounding and COVID-19 pandemic, each NEO’s salary was reduced by 20% in April 2020. The salary reductions continued until January 4, 2021.

Annual Cash Incentive

The Annual Cash Incentive (“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 2020, this target amount was equal to 145% of base salary for Mr. Gentile, 100% of base salary for Mr. Suchinski, Ms. Marnick, Mr. Hawkins, and Mr. Pilla, and 85% of base salary for Mr. Brown.

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 and 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 weightings for the NEOs’ ACIs are as follows:

CEO: 80% Company performance; 20% individual performance; and

For all NEOs other than the CEO (“Other NEOs”): 75% Company performance; 25% individual performance.

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. Payout of the ACI is in cash and typically occurs in February of each year (after the Compensation Committee certifies performance in January).

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2020 Company Performance

For the 2019 ACI, the Company performance component was based on FCF (50%), earnings before taxes and interest (as adjusted) (“EBIT”) (30%), and revenue (20%), as further disclosed in last year’s proxy statement. In light of impacts of the B737 MAX grounding and COVID-19 pandemic, the Company was unable to create a meaningful outlook for FCF, EBIT, and revenue for 2020 and, accordingly, revised the Company performance component metrics in order to incentivize our employees to perform toward meaningful and calculable goals.

After an intensive review of metrics used by peer companies and companies in our industry, and consultation with our independent compensation consultant, the Compensation Committee modified the Company performance component metrics for 2020 to be based on GAAP Cash from Operating Activities (40%), Indirect Cost (30%), Quality (15%), and New Revenue Growth (15%). The reasons for each of these metrics is described under “Our Pay Metrics.”

In 2020, the Company fell below threshold performance goals for both Cash from Operating Activities and New Revenue Growth. For Quality, the Company scored a 1.85 out of 2.00, and for Indirect Cost, the Company exceeded its maximum performance goal at $1.172 billion. As a result, the Compensation Committee determined a 0.8775 total score had been achieved with respect to Company performance, out of a potential score of 2.00. The following table summarizes the Company’s actual performance relative to the Company’s threshold, target, and maximum performance goals for 2020.

2020 ACI Company Metrics Performance

 

Measure

Weighting

Threshold

Target

Maximum

Actual Result

Assessment

Weighted Score

Cash from Operating Activities

40%

($227 million)

($177 million)

($127 million)

($658 million)

Below Threshold

0.0000

Indirect Cost

30%

$1.353 billion

$1.303 billion

$1.245 billion

$1.172 billion

Exceeded Maximum

0.6000

New Revenue Growth

15%

$927 million

$982 million

$1.037 billion

$927 million

Below Threshold

0.0000

Quality

15%

0.5

1

2

1.85

Between Target and Maximum

0.2775

 

 

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 Mr. Gentile, 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 Mr. Gentile’s report and recommendation with respect to each person’s performance and score. Subsequently, the Compensation Committee conducted a review of each NEO’s contributions to the Company during the fiscal year. With respect to 2020 performance, the NEOs received the following individual performance scores out of a potential total score of 2.00: Gentile: 0.8755, Suchinski: 0.9250, Marnick: 0.9600, Hawkins: 0.8775, and Brown: 0.7900. Mr. Pilla’s ACI payment was based solely on the Company performance component per the Pilla Agreement (as defined below).

Descriptions of the NEOs’ 2020 individual performance contributions are set forth in “2020 NEO Performance and Compensation Decisions.”

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2020 ACI Payouts

The formula for determining the 2020 ACIs and the resulting payouts are reflected in the table below.

NEO

Base

Salary ($)

(1) 

×

Target

(Percentage

of Base

Salary)(2)

(%)

=

Target

Award

($)

×

Company

Performance

(80%

weighting for

CEO; 75%

weighting for

Other NEOs)

(3) 

+

Individual

Performance

(20%

weighting for

CEO; 25%

weighting for

Other NEOs)

(4) 

=

2020 Total

Payout

($)

Thomas C. Gentile III

1,108,552

 

 

145

 

1,607,400

 

0.702

 

 

0.176

 

 

1,410,494

Mark J. Suchinski

414,481

 

 

99

 

408,934

 

0.658

 

 

0.231

 

 

363,696

Samantha J. Marnick

493,025

 

 

100

 

493,025

 

0.658

 

 

0.225

 

 

442,799

Duane F. Hawkins

456,212

 

 

100

 

456,212

 

0.658

 

 

0.219

 

 

400,326

William E. Brown

401,683

 

 

85

 

341,431

 

0.657

 

 

0.214

 

 

292,137

John A. Pilla(5)

405,048

 

 

100

 

405,048

 

N/A

 

 

N/A

 

 

355,429

(1)

Represents weighted-average base salary that takes into account salary changes in 2020, including the 20% salary reduction in place from April 2020 through January 2021.

(2)

With respect to Mr. Suchinski, represents a weighted-average target that takes into account his target change in 2020 (actual number was 98.662).

(3)

Reflects a Company score of 0.8775 multiplied by the weighting percentage (scores are rounded) for all except Mr. Pilla.

(4)

Reflects individual performance scores multiplied by the weighting percentage (scores are rounded) for all except Mr. Pilla.

(5)

Mr. Pilla’s ACI was 100% based on the Company performance component per the Pilla Agreement (as defined below).

Based on Company and individual performance results, the Compensation Committee believes the 2020 NEO ACIs were appropriate and achieved the objectives of the executive compensation program. While the ACIs were earned based on performance in 2020, they were paid out in February 2021. The ACI payouts are reported as 2020 compensation in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.”

Long-Term Incentives

Long-term incentives are an important component of compensation, as they help retain, 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. In January of each year, the Compensation Committee selects eligible individuals to receive such awards and approves the nature and amount of each award. Awards are granted and priced on the third trading day following the Company’s next earnings release. For 2020, each NEO received an annual target LTIP award equal to the percentage of his or her total base salary on the grant date of the award as provided in the table below:

NEO

Base Salary on Grant Date ($)

x

Target (Percentage of Base

Salary)

(%)

=

Target

Award

($)

Thomas C. Gentile III

1,300,000

 

550

 

7,150,000

Mark J. Suchinski

500,000

 

175

 

875,000

Samantha J. Marnick

550,000

 

215

 

1,182,500

Duane F. Hawkins

535,000

 

230

 

1,230,500

William E. Brown

470,000

 

170

 

799,000

John A. Pilla

475,000

 

190

 

902,500

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Time-Based Restricted Stock

In 2020, 60% of the target LTIP award amount was delivered in the form of a time-based restricted stock (“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 (subject to alternative vesting arrangements upon death, disability, retirement eligibility, or a qualifying termination in connection with a change-in-control as described under “Potential Payments Upon Termination or Change-in-Control”). 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. Dividends on Time-Based Restricted Stock awards accrue from the grant date and are not paid out until the vesting date. If the underlying award is forfeited, the accrued dividends are forfeited as well.

Performance-Based Restricted Stock Tied to Total Stockholder Return

In 2020, 20% of the target LTIP award amount was delivered in the form of a performance-based restricted stock (“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 performance period, as compared to threshold, target, and maximum performance goals. Participants are initially granted a number of unvested shares equal to the number of 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:

 

 

Threshold(1)

Target

Maximum

Performance Goal

Percentile Ranking in Peer Group

25th

50th

90th

Vesting Percentage

(% of Target Award)

25%

100%

200%

(1)

If performance is below threshold, payout is zero.

For grants made in 2020, the performance period runs from January 1, 2020, to December 31, 2022, and the vesting of the awards is dependent upon the Compensation Committee’s certification of the performance goal being achieved (which typically occurs in January following the end of the performance period). 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 (subject to alternative vesting arrangements upon death, disability, retirement eligibility, or a qualifying termination in connection with a change-in-control as described under “Potential Payments Upon Termination or Change-in-Control”).

For grants made in 2020, the TSR for the Company and each member of its peer group for the performance 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, 2019, and the 20 trading days ending December 31, 2022. 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 until the award vests.

Performance-Based Restricted Stock Tied to FCF Percentage*

In 2020, 20% of the target LTIP 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 FCF as a percentage of revenue* over a three-year performance 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 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:

 

 

Threshold(1)

Target

Maximum

Performance Goal

FCF Percentage*

7.0%

7.75%

9.0%

Vesting Percentage

(% of Target Award)

25%

100%

200%

(1)

If performance is below threshold, payout is zero.

For grants made in 2020, the performance period runs from January 1, 2020, to December 31, 2022, and the vesting of the awards is dependent on the Compensation Committee’s certification of the performance goal being achieved (which typically occurs in January following the end of the performance period). An individual must be continuously performing services (or deemed to be continuously performing services) through the entire performance period, or none of the award will be earned (subject to alternative vesting arrangements upon death, disability, retirement eligibility, or a qualifying termination in connection with a change-in-control as described under “Potential Payments Upon Termination or Change-in-Control”).

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FCF Percentage* will be calculated on a cumulative basis over a three-year period (total FCF* 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 until the award vests.

*For an explanation and reconciliation of FCF and Percentage, please see AppendixA.

Changes for 2021 Executive Compensation

A summary of the significant changes approved by the Compensation Committee for the 2021 executive compensation program appears below.

Compensation ElementGRAPHIC

Change

Reason

Salary

RestoredIndividual NEO Performance and Compensation Changes *After restoration on January 4, 2021, of 20% salary reductions to full pay effectivetaken as a result of the COVID-19 pandemic and 737 MAX grounding. **As of the date of this Proxy Statement. *After restoration on January 4, 2021, of 20% salary reductions taken as a result of the COVID-19 pandemic and 737 MAX grounding. **Mr. Suchinski began 2021 with a target of 175% of base salary. On January 26, 2021, Mr. Suchinski’s target was raised to 200% of his base salary based on his performance and a review of peer and broad-based compensation for similar positions, effective beginning with the awards granted in 2021. Mr. Suchinski assumed additional responsibilities for mergers and acquisitions in 2021, which was taken into account in determining his compensation. ***As of the date of this Proxy Statement. Changes For 2022** SALARY No change ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE No change to target Changes During 2021 SALARY* No change (remains at $1,300,000) ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE No change to target 2021 Compensation SALARY $1,297,863 ANNUAL CASH INCENTIVE 145% target Payout:$1,497,053 (~20% below target) LONG-TERM INCENTIVE 550% target Grant date value: $7,150,071 2021 Performance In determining Mr. Gentile’s compensation, our independent Compensation Committee took into account Mr. Gentile’s broad achievements during an especially challenging market environment. The continuing impacts of the COVID-19 pandemic and 737 MAX return to service have had dramatic impacts on air traffic and demand for our products. During this volatile period, Mr. Gentile positioned the Company for recovery of the commercial aircraft industry, made meaningful progress on the Company’s diversification and growth strategy, and successfully re-aligned our business operations into three segments: Commercial, Defense & Space, and Aftermarket. Thomas C. Gentile III, President and CEO 2021 Performance In evaluating Mr. Suchinski’s performance, our directors took into consideration his continued success in preserving and enhancing the Company’s liquidity, his efforts in driving cost reductions throughout the business, and his leadership in appropriately scaling the Company’s cost structure in response to production rate increases. During the year Mr. Suchinski drove down borrowing costs by refinancing and upsizing the Company’s senior secured term loan B credit facility at a lower rate and took on new responsibilities, including leading the Company’s mergers and acquisitions function. Mark J. Suchinski, SVP and CFO Changes For 2022*** SALARY Increased to $625,000 ANNUAL CASH INCENTIVE Increased to 110% target LONG-TERM INCENTIVE Increased to 230% target Changes During 2021 SALARY* Increased from $500,000 to $550,000 ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE Increased from 175%** to 220% 2021 Compensation SALARY $528,767 ANNUAL CASH INCENTIVE 100% target Payout: $427,839 (~20% below target) LONG-TERM INCENTIVE 200% target at time of grant Grant date value: $1,050,065 Spirit AeroSystems 2022 Proxy Statement 41 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

*After restoration on January 4, 2021, of 20% salary reductions taken as a result of the COVID-19 pandemic and 737 MAX grounding. **As of the date of this Proxy Statement. *After restoration on January 4, 2021, of 20% salary reductions taken as a result of the COVID-19 pandemic and 737 MAX grounding. **As of the date of this Proxy Statement. Changes For 2022** SALARY No change ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE No change to target Changes During 2021 SALARY* Increased from $620,000 to $700,000 ANNUAL CASH INCENTIVE Increased from 100% to 110% LONG-TERM INCENTIVE Increased from 230% to 255% 2021 Compensation SALARY $659,529 ANNUAL CASH INCENTIVE 110% target Payout: $547,917 (~20% below target) LONG-TERM INCENTIVE 230% target at time of grant Grant date value: $1,495,040 2021 Performance Ms. Marnick was appointed President of Commercial in 2021, in addition to continuing to serve as the Company’s EVP and COO. In this role, Ms. Marnick led the successful integration of our recent acquisition of select Bombardier assets, which is substantially complete and has contributed meaningfully to our financial performance. Ms. Marnick’s focus on supply chain performance, operational efficiency, risk management, and cross-functional integration has strengthened the Company’s relationship with its customers and laid the foundation for our commercial segment to participate in the recovery of commercial air traffic. Samantha J. Marnick, EVP, COO, and President, Commercial 2021 Performance Mr. Hawkins was appointed EVP for the Company in 2021, in addition to continuing to serve as President of Defense & Space. In this role, Mr. Hawkins led strong progress on the Company’s diversification efforts, increasing defense revenues by nearly 20% year-over-year and driving growth to 24 separate defense programs with revenues in excess of $1 million. Mr. Hawkins continued to deepen relationships with key customers, including defense primes and governmental leadership, strategically positioning Spirit’s Defense & Space business for continued growth. Duane F. Hawkins, EVP and President, Defense & Space Changes For 2022** SALARY No change ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE No change to target Changes During 2021 SALARY* Increased from $535,000 to $575,000 ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE No change to target 2021 Compensation SALARY $544,203 ANNUAL CASH INCENTIVE 100% target Payout: $440,328 (~20% below target) LONG-TERM INCENTIVE 230% target at time of grant Grant date value: $1,230,518 COMPENSATION DISCUSSION AND ANALYSIS (continued) 42 Spirit AeroSystems 2022 Proxy Statement

GRAPHIC

To appropriately compensate*After restoration on January 4, 2021, of 20% salary reductions taken as a result of the COVID-19 pandemic and 737 MAX grounding. **As of the date of this Proxy Statement. Changes For 2022** SALARY No change ANNUAL CASH INCENTIVE No change to target LONG-TERM INCENTIVE No change to target Changes During 2021 SALARY* Increased from $500,000 to $525,000 ANNUAL CASH INCENTIVE Increased from 100% to 105% LONG-TERM INCENTIVE No change to target 2021 Compensation SALARY $505,479 ANNUAL CASH INCENTIVE 105% target Payout: $407,372 (~20% below target) LONG-TERM INCENTIVE 140% target at time of grant Grant date value: $700,058 2021 Performance As Chief Technology and Quality Officer, Mr. Matthies’ work has broad organizational impact. In 2021, Mr. Matthies’ efforts resulted in measurable improvements in quality performance, as seen by the Company’s outperformance of its Quality metric for the 2021 annual cash incentive. Mr. Matthies also led the development of new technologies and processes targeting continued improvements in efficiency, safety, and consistency. Mr. Matthies’ leadership in strengthening our culture of quality and safety will be instrumental as the Company continues scaling to meet recovering commercial air traffic demand. Kevin Matthies, Chief Technology and Quality Officer Spirit AeroSystems 2022 Proxy Statement 43 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

Compensation Governance 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 for their rolesofficers. 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 composed of one or more members of the Compensation Committee. In setting executive officer compensation, the Compensation Committee takes into consideration the following: The CEO’s self-assessment and performance after workingreviews of the other NEOs; The Compensation Committee’s and Board’s views of the NEOs’ performance; The counsel and recommendations of the Chief Administrative Officer; Results from benchmarking against the Company’s peer group and survey data; and The analysis and consulting advice of its independent compensation consultant with respect to stabilize liquidity in 2020.the amount or form of such compensation. The Compensation Committee strives for internal pay equity among the Company’s NEOs. The types of compensation and benefits offered to the Company’s NEOs are consistent among the group. Pay equity across the NEO group is balanced among a myriad of other factors. See “Say on Pay Vote and Stockholder Engagement on Compensation” above for additional information. The Compensation Committee remains cognizant of pay equity as it makes compensation decisions and adjustments throughout the year. COMPENSATION DISCUSSION AND ANALYSIS (continued) 44 Spirit AeroSystems 2022 Proxy Statement

Annual Cash IncentiveGRAPHIC

ModifyingThe chart below reflects the annual compensation-setting process, though certain items may shift during the year. In addition to the following, the CEO’s performance, along with all Company performance goalsmetrics used in the ACI or long- term incentives, are monitored and discussed quarterly. Independent Compensation Consultant The Compensation Committee’s charter allows the committee to be basedengage an independent compensation consultant to advise on Adjusted Net Debt (40%executive compensation matters. The Company engaged Willis Towers Watson (“Willis”), Operating Cost (30% for the initial part of 2021 and engaged Meridian Compensation Partners (“Meridian”), New Revenue Growth (15% for the latter part of the year. Willis and Meridian were engaged directly by the Compensation Committee for the purpose of providing analysis and advice with respect to executive officer compensation to the Compensation Committee. Each consultant’s engagement and fees related to work conducted for the Compensation Committee were reviewed and pre-approved by the Compensation Committee. Willis provided consulting services for the Compensation Committee in the amount of $191,571 in 2021. In addition, Willis provided other services to the Company during 2021 totaling $964,422. Of such amount, $39,500 was for due diligence support for acquisitions, $906,122 was for various scopes of integration work for the Company’s acquisition of select assets from Bombardier, and $18,800 was for compensation and market data. Meridian provided consulting services for the Compensation Committee in the amount of $58,523 in 2021. October Meeting: Discuss compensation design for upcoming year and anticipated changes; conduct risk analysis of compensation programs. April Meeting: Review ISS and Glass Lewis reports on executive compensation and discuss resulting action steps; review regulatory matters; review stock ownership requirements. February Meeting: Review and approve compensation discussion and analysis and compensation committee report in proxy statement. July Meeting: Conduct a mid-year performance review of executive officers; review talent strategy and proposed changes to executive officers; review peer group composition. January Meeting: Review market trends and benchmarking data; evaluate NEOs’ performance; review and approve NEO annual compensation including salary, short- and long-term incentives, and other similar arrangements; review compensation consultant independence. Spirit AeroSystems 2022 Proxy Statement 45 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

The Compensation Committee has determined, after considering and discussing criteria from the SEC and NYSE and Willis’s and Meridian’s annual independence letters, that neither Willis nor Meridian has any conflicts of interest that would prevent objectivity. Clawback Policies The Company’s ACI and LTIP awards are subject to the clawback provisions of the OIP, the Company’s 2017 Clawback Policy (the “2017 Policy”), and Quality (15%applicable law. With respect to executive grants, our grant agreements under the OIP expressly provide that equity awards are subject to the OIP clawback provision, any applicable law, and any Company policies on compensation recovery. OIP Clawback. 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 a financial restatement or accounting irregularities that are appropriate to include in the 2017 Policy. 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”).

Reducing net debt 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. 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. Additionally, Company insiders are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan. Compensation Risk Assessment Annually (and more frequently as deemed necessary), the Compensation Committee assesses risks presented by our compensation program, policies, and award structures. This assessment is a key objective and indicatorused to improve financial stability, return to investment grade, and reduce borrowing costs; controlling operating costs is key to demonstrating discipline and progress to achieving continuous margin improvement; new revenue growth and quality continue to be a focus for the reasons described under “Pay Metrics” above.

Long-Term Incentives

Reduce maximum TSR performance goal from 90th percentile to 75th percentile.

To better align award with market practices.

Performance-based componentdetermine whether any of award will be 100% based on TSR.

More objective and visible measure of performance against peer group, which willour compensation components incentivize executives to perform.take risks that are not in the Company’s or stockholders’ best interests. In 2021, our Compensation Committee reviewed the following risk factors relative to our current compensation programs: Senior talent acquisition and the ability to recruit and retain talent at market-based compensation levels; Senior talent loss due to misalignment of strategic decisions and incentives, including balancing long-term incentives with the investment requirement for long-term objectives; Alignment of compensation to short- and long-term Company performance; Potential for material restatement of earnings to impact incentive plan calculations; COMPENSATION DISCUSSION AND ANALYSIS (continued) 46 Spirit AeroSystems 2022 Proxy Statement

Minor peer group changes to TSR group.GRAPHIC

Potential for unforeseen one-time events beyond management’s control that affect incentive plan calculations; and Potential for unrealized talent investment due to underperforming individuals. 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: We diversify the compensation delivered to executives with individual components and performance goals that incentivize different behaviors (short-term focus, long-term focus, etc.) in an attempt to balance our executives’ interests; We have maximum payouts, or caps, on our performance-based compensation — the highest amount that can be paid with respect to our ACIs or performance-based long-term incentives is 200%; The Compensation Committee reserves the right to exercise negative discretion over performance-based awards; We maintain clawback policies that allow recovery of certain compensation when the participant has engaged in misconduct; Our NEOs and other executives must comply with stock ownership requirements; and We have engaged an independent compensation consultant to advise us on compensation practices. Spirit AeroSystems 2022 Proxy Statement 47 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

To reflect acquisitions48 Spirit AeroSystems 2022 Proxy Statement Other Compensation Elements and additional appropriate peer companies.

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Vested Performance-Based Restricted Stock Awards Granted in 2017

Two types of Performance-Based Restricted Stock awards vested and were delivered in 2020. The first type of award was tied to TSR, and 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 performance 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 a percentile rank of 58th within the peer group. As a result, the award paid out at 120% (entirely in Common Stock), as demonstrated in the table below:

 

 

Threshold

Target

Maximum

2017 PB-TSR

Actual Performance

Performance Goal

(Percentile Ranking in Peer Group)

25th

50th

90th

58th

Vesting Percentage

(% of Target Award)

25%

100%

200%

120%

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 FCF* as a percentage of revenue over a three-year performance 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 FCF* 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 FCF* 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 FCF* performance determination. As a result, the award paid out at 200% (entirely in stock), as demonstrated in the table below:

 

 

Threshold

Target

Maximum

2017 PB-FCF

Actual Performance

Performance Goal

FCF Percentage*

6.0%

6.7%

7.4%

7.82%

Vesting Percentage

(% of Target Award)

25%

100%

200%

200%

*

For an explanation and reconciliation of FCF Percentage and other non-GAAP measures, please see Appendix A.

Forfeited Performance-Based Restricted Stock Awards Granted in 2018

Two types of Performance-Based Restricted Stock awards were to vest and be delivered in 2021. The first type of award was tied to TSR and calculated consistent with the award granted in 2017 over a three-year performance period from January 1, 2018, to December 31, 2020, as compared to threshold, target, and maximum performance goals. On January 26, 2021, the Compensation Committee certified performance of the award below the threshold goal at the 7th percentile of the peer group. As a result, the award did not pay out and was forfeited, as demonstrated in the table below:

 

 

Threshold

Target

Maximum

2018 PB-TSR

Actual Performance

Performance Goal

(Percentile Ranking in Peer Group)

25th

50th

90th

7th

Vesting Percentage

(% of Target Award)

25%

100%

200%

0%

The second type of Performance-Based Restricted Stock award that vested in 2020 was tied to FCF Percentage* over a three-year performance period from January 1, 2018, to December 31, 2020, as compared to threshold, target, and maximum performance goals. On January 26, 2021, the Compensation Committee certified performance of the award below the threshold goal at 1.8%. As a result, the award did not pay out and was forfeited, as demonstrated in the table below:

 

 

Threshold

Target

Maximum

2018 PB-FCF

Actual Performance

Performance Goal

FCF Percentage*

6.0%

6.7%

7.4%

1.8%

Vesting Percentage

(% of Target Award)

25%

100%

200%

0%

*

For an explanation and reconciliation of FCF Percentage and other non-GAAP measures, please see Appendix A.

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2020 NEO Performance and Compensation Decisions

Discussion below excludes Mr. Garcia as he resigned on January 29, 2020.

Mr. Gentile, President and Chief Executive Officer

2020 Performance: Mr. Gentile’s 2020 individual performance met expectations for compensation purposes. He continued the Company’s diversification and growth strategy with the FMI acquisition and acquisition of select assets of Bombardier aerostructures and aftermarket business, and by securing new work content from current and new customers. Mr. Gentile also successfully led the Company through important customer negotiations, the B737 MAX grounding, supply chain risks, and safety improvements.

2020 Compensation Decisions:

Salary: Mr. Gentile’s salary remained at $1,300,000. His 2020 salary was affected by a 20% reduction due to impacts from the COVID-19 pandemic and B737 MAX grounding.

Annual Cash Incentive: No changes were made to Mr. Gentile’s target of 145% of base salary during 2020. In January 2021, based on a review of Mr. Gentile’s and the Company’s performance during 2020, the Compensation Committee approved an ACI payout of $1,410,494.

Long-Term Incentives: No changes were made to Mr. Gentile’s target of 550% during 2020. In February 2020, Mr. Gentile was granted awards with an aggregate grant date fair value of $7,150,082. Aggregate grant date fair values were determined as set forth in the “Summary Compensation Table.”

Mr. Suchinski, Senior Vice President and Chief Financial Officer

2020 Performance: Mr. Suchinski’s 2020 individual performance exceeded expectations. He led over $3 billion in liquidity actions and over $1 billion in annualized cost reductions compared to 2019, to end the year with a cash balance of $1.873 billion, providing Spirit increased flexibility and liquidity to manage through challenges related to the COVID-19 pandemic.

2020 Compensation Decisions:

Salary: Mr. Suchinski was promoted to the position of Senior Vice President and Chief Financial Officer on January 29, 2020. His base salary was set at $500,000. His 2020 salary was affected by a 20% reduction due to impacts from the COVID-19 pandemic and B737 MAX grounding. On January 26, 2021, Mr. Suchinski’s base salary was increased to $525,000 based on his performance and a review of peer and broad-based compensation for similar positions.

Annual Cash Incentive: After his promotion on January 29, 2020, no changes were made to Mr. Suchinski’s target of 100% of base salary during 2020. In January 2021, based on a review of Mr. Suchinski’s and the Company’s performance during 2020, the Compensation Committee approved an ACI payout of $363,696.

Long-Term Incentives: On January 29, 2020, Mr. Suchinski’s target was set at 175% of his base salary for 2020. In February 2020, Mr. Suchinski was granted awards with an aggregate grant date fair value of $875,064. Aggregate grant date fair values were determined as set forth in the “Summary Compensation Table.” On January 26, 2021, Mr. Suchinski’s target was raised to 200% of his base salary based on his performance and a review of peer and broad-based compensation for similar positions.

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Ms. Marnick, Executive Vice President and Chief Operating Officer

2020 Performance: Ms. Marnick’s 2020 individual performance exceeded expectations. She continued to advance the Company’s growth strategy through closing on the acquisitions of FMI and Bombardier’s sites in Texas, Morocco, and Northern Ireland. Ms. Marnick led the successful unification of the previously separate supply chain and fabrication organizations to a unified make/buy organization, enabling improved risk mitigation and value capture throughout the unprecedented challenges of 2020. She reduced spend on indirect costs across the enterprise, delivered new business wins, and achieved significant labor relations results with the early negotiation of the Wichita IAM contract.

2020 Compensation Decisions:

Salary: Ms. Marnick’s salary began 2020 at $550,000. On July 28, 2020, Ms. Marnick was promoted from Executive Vice President and Chief Administration Officer and Strategy, to Executive Vice President and Chief Operating Officer. In connection with the promotion, her base salary was increased to $620,000 effective July 28, 2020. Ms. Marnick’s 2020 salary was affected by a 20% reduction due to impacts from the COVID-19 pandemic and B737 MAX grounding. On January 26, 2021, Ms. Marnick’s base salary was increased to $650,000 based on her performance and a review of peer and broad-based compensation for similar positions.

Annual Cash Incentive: No changes were made to Ms. Marnick’s target of 100% of base salary during 2020. In January 2021, based on a review of Ms. Marnick’s and the Company’s performance during 2020, the Compensation Committee approved an ACI payout of $442,799.

Long-Term Incentives: Ms. Marnick began 2020 with a target of 215% of base salary. In February 2020, Ms. Marnick was granted awards with an aggregate grant date fair value of $1,182,567. Aggregate grant date fair values were determined as set forth in the “Summary Compensation Table.” With Ms. Marnick’s promotion to Executive Vice President and Chief Operating Officer, Ms. Marnick’s target was raised to 230% of her base salary, effective July 28, 2020, which was after the grant date of the 2020 long-term incentives and, accordingly, did not impact the grant amount.

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

2020 Performance: Mr. Hawkins’ 2020 individual performance met expectations. He successfully completed the development and integration of a comprehensive defense and fabrication business while executing superior performance of existing programs. He made significant progress on growing both businesses by expanding work on existing programs, new business wins, and established a healthy new business backlog. He successfully shaped and built strong relationships and increased Spirit’s brand awareness with key strategic customers and stakeholders, including defense primes and Congressional delegation leadership. He led the first defense acquisition and integration of FMI, combining strong material systems and industrialization capability to strategically position Spirit for high priority defense programs.

2020 Compensation Decisions:

Salary: Mr. Hawkins’ salary remained at $535,000. His 2020 salary was affected by a 20% reduction due to impacts from the COVID-19 pandemic and B737 MAX grounding.

Annual Cash Incentive: No changes were made to Mr. Hawkins’ target of 100% of base salary during 2020. In January 2021, based on a review of Mr. Hawkins’ and the Company’s performance during 2020, the Compensation Committee approved an ACI payout of $400,326.

Long-Term Incentives: No changes were made to Mr. Hawkins’ target of 230% of base salary in 2020. In February 2020, Mr. Hawkins was granted awards with an aggregate grant date fair value of $1,230,597. Aggregate grant date fair values were determined as set forth in the “Summary Compensation Table.”

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Mr. Brown, Senior Vice President, Boeing Programs

2020 Performance: Mr. Brown’s 2020 individual performance met expectations. The combined impact of the B737 MAX grounding and COVID-19 had an outsized impact on Spirit’s Boeing program performance in 2020. Mr. Brown led Spirit through multiple production rate changes throughout the year on all Boeing programs. Additionally, to facilitate the Company’s overall cash position, Mr. Brown successfully negotiated a cash advance and payment deferments with Boeing. As the Company prepares to emerge stronger in 2021, Mr. Brown also led the initial phases of transforming the B737 production system by advancing critical projects in improved factory flow, automation, digitization, workforce training, and supplier health.

2020 Compensation Decisions:

Salary: Mr. Brown’s salary remained at $470,000. His 2020 salary was affected by a 20% reduction due to impacts from the COVID-19 pandemic and B737 MAX grounding.

Annual Cash Incentive: No changes were made to Mr. Brown’s target of 85% of base salary during 2020. In January 2021, based on a review of Mr. Brown’s and the Company’s performance during 2020, the Compensation Committee approved an ACI payout of $292,137.

Long-Term Incentives: No changes were made to Mr. Brown’s target of 170% of base salary during 2020. In February 2020, Mr. Brown was granted awards with an aggregate grant date fair value of $799,042. Aggregate grant date fair values were determined as set forth in the “Summary Compensation Table.”

Mr. Pilla, Former Senior Vice President and Chief Technology Officer

2020 Performance and Retirement Agreement: Mr. Pilla’s 2020 individual performance met expectations. While in the Senior Vice President and Chief Technology Officer role, Mr. Pilla executed multiple plans and initiatives for our information technology and research and technology functions, and supported program and mergers and acquisition activity that broadened Spirit’s footprint globally. Mr. Pilla also provided leadership and staffing to build up Spirit’s defense presence. On July 28, 2020, Mr. Pilla announced his retirement as Senior Vice President and Chief Technology Officer, effective August 1, 2020. On July 29, 2020, the Company and Mr. Pilla entered into a Retirement Agreement and General Release (the “Pilla Agreement”). Under the terms of the Pilla Agreement, effective August 1, 2020, Mr. Pilla stepped down from his position and became a Senior Advisor to the Company; such position will continue until July 1, 2021, when he will formally retire from the Company (the “Retirement Date”). For a period of 13 months following the Retirement Date, Mr. Pilla will provide consulting and transition services to the Company. The Pilla Agreement is described further in “Summary Compensation Table - Employment and Separation Agreements.”

2020 Compensation Decisions:

Salary: Mr. Pilla’s salary remained at $475,000 (and will remain at such level until the Retirement Date). His 2020 salary was affected by a 20% reduction due to impacts from the COVID-19 pandemic and B737 MAX grounding.

Annual Cash Incentive: No changes were made to Mr. Pilla’s target of 100% of base salary applicable to 2020. In January 2021, based on the terms of the Pilla Agreement, Mr. Pilla received an ACI payout of $355,429, which was based solely on the Company performance component score of 0.8775.

Long-Term Incentives: No changes were made to Mr. Pilla’s target of 190% during 2020. In February 2020, Mr. Pilla was granted awards with an aggregate grant date fair value of $902,581. Aggregate grant date fair values were determined as set forth in the “Summary Compensation Table.”

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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 composed of one or more members of the Compensation Committee. In setting executive officer compensation, the Compensation Committee takes into consideration the following:

The CEO’s self-assessment and performance reviews of the Other NEOs;

The Compensation Committee’s and Board’s views of the NEOs’ performance;

The counsel and recommendations of the COO (who is responsible for the Company’s human resources team);

Results from benchmarking against the Company’s peer group and survey data; and

The analysis and consulting advice of its independent compensation consultant with respect to the amount or form of such compensation.

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. However, pay equity must be balanced among a myriad of other factors. See “Consideration of Advisory Stockholder Vote and Stakeholder Feedback on Executive Compensation” for additional information. 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, though 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.

2020 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 2020 compensation decisions, the Company’s peer group is shown below (companies are ranked by 2019 revenue).

Company Name (Ticker Symbol)

2019 Revenue

($ in billions)

Market Cap as of 12/31/2019

($ in billions)

L3 Harris Technologies (LHX)*

18.5

43.7

Tenneco (TEN)

17.5

1.1

Parker-Hannifin (PH)

14.3

26.4

Howmet Aerospace (HWM)**

14.2

13.3

Textron (TXT)

13.6

10.2

Trane Technologies (TT)***

13.1

31.7

Borg Warner (BWA)

10.2

9.0

Huntington Ingalls (HII)

8.9

10.3

Spirit AeroSystems Holdings (SPR)

7.9

7.5

Terex (TEX)

4.4

2.1

Triumph Group (TGI)

3.4

1.3

Teledyne Technologies (TDY)

3.2

12.6

Moog (MOG.A)

2.9

3.0

Curtiss-Wright (CW)

2.5

6.0

Hexcel (HXL)

2.4

6.2

*

Formerly Harris Corp. Changed name following merger with L3.

**

Formerly Arconic. Changed name after spinoff of rolled aluminum products division.

***

Formerly Ingersoll Rand. Changed name after spin-off of new Ingersoll Rand in March 2020.

Proxy Peer Group Changes for 2021

The Company revised its peer group for 2021 compensation decisions in January 2021 due to the impact of the B737 MAX grounding and COVID-19 implications on the size of the business. Specifically, the Company removed L3 Harris Technologies (LHX) and Tenneco (TEN) from its peer group and added Oshkosh (OSK), Dana (DAN), and Parsons Corporation (PSN).

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 2020, the Company engaged Willis Towers Watson directly for the purpose of providing analysis and advice with respect to executive officer compensation 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.

Willis Towers Watson provided consulting services for the Compensation Committee in the amount of $298,697 in 2020. In addition, Willis Towers Watson provided other services to the Company during 2020 totaling $689,986. Of such amount, $48,750 was for due diligence support for acquisitions, and $641,236 was for various scopes of integration work for the Company’s acquisition of select assets from Bombardier.

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 provisions of the OIP, the Company’s 2017 Clawback Policy (the “2017 Policy”), and applicable law. With respect to executive grants, our grant agreements under the OIP expressly provide that equity awards are subject to the OIP clawback provision, any applicable law, and any Company policies on compensation recovery.

OIPClawback. 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 a financial restatement or accounting irregularities that are appropriate to include in the 2017 Policy.

2017Policy. 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.

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Consideration of Advisory Stockholder Vote and Stakeholder Feedback on Executive Compensation

The Company believes it is appropriate to seek and reflect the views of its stockholders and other stakeholders 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 2020 annual meeting of stockholders, approximately 74% 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. For a discussion of stockholder engagement, see “Board and Governance Matters - Commitment to Stockholder Engagement and Responsiveness.”

During 2020, the Company received the following feedback regarding its compensation program:

Stakeholders believed there was a disconnect between pay and performance due to the issuance of one-off awards to select NEOs; and

Stakeholders believed there was internal pay inequity because the CEO’s compensation was much higher than compensation received by the Other NEOs.

In response to the first item noted above, the Company’s Compensation Committee met and discussed its practice of occasionally issuing one-off special equity awards to NEOs due to certain circumstances. Historically, such special equity awards have only been issued when circumstances require action due to a retention risk, pay inequity, or special performance considerations. The Company is not always able to disclose the individual circumstances that lead to the granting of special one-off awards due to privacy concerns. However, going forward, the Company will work to improve its disclosure around the circumstances for these one-off awards and will consider the impact of granting such awards on pay-for-performance alignment. No special one-off awards were granted to any continuing NEOs in 2020.

The Compensation Committee also discussed the second item of feedback. The Committee believes that part of the reason for the inequity is that the Company has not had a chief operating officer since 2016. In 2020, Ms. Marnick was promoted to that role. While the Compensation Committee does consider equity of pay in setting target compensation (and will continue to do so), a number of factors are critical in the compensation-setting process, such as what other companies are paying individuals in similar roles; the experience, performance, and potential of the individual NEO; and other matters discussed under “Compensation Overview — Setting Target Pay,” above. The Compensation Committee seeks to balance these factors appropriately, with the advice of external advisors such as Willis Towers Watson, in setting pay levels.

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. Additionally, Company insiders are prohibited from holding the Company’s securities in a margin account or otherwise pledging the Company’s securities as collateral for a loan.

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Compensation Risk Assessment

Annually (and more 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 2020, our Compensation Committee reviewed the following risk factors relative to our current compensation programs:

Senior talent acquisition and the ability to recruit and retain talent at market-based compensation levels;

Senior talent loss due to misalignment of strategic decisions and incentives, including balancing long-term incentives with the investment requirement for long-term objectives;

Alignment of compensation to short- and long-term Company performance;

Potential for material restatement of earnings to impact incentive plan calculations;

Clawback policy requirements aligned with market in regard to talent recruitment and retention;

Potential for unforeseen one-time events beyond management’s control that affect incentive plan calculations; and

Potential for unrealized talent investment due to underperforming individuals.

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:

We diversify the compensation delivered to executives with individual components and performance goals that incentivize different behaviors (short-term focus, long-term focus, etc.) in an attempt to balance our executives’ interests;

We have maximum payouts, or caps, on our performance-based compensation - the highest amount that can be paid with respect to our ACIs or performance-based long-term incentives is 200%;

The Compensation Committee reserves the right to exercise negative discretion over performance-based awards;

We maintain clawback policies that allow recovery of certain compensation when the participant has engaged in misconduct;

Our NEOs and other executives must comply with stringent stock ownership requirements; and

We have engaged an independent compensation consultant to advise us on compensation practices.

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Other Compensation Elements and Information

Benefits and Perquisites

In addition to the compensation described above, we provide our NEOs with certain other benefits and perquisites. 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.

Information Benefits and Perquisites In addition to the compensation described above, we provide our NEOs with certain other benefits and perquisites. Benefits and perquisites received by NEOs are included in the “All Other Compensation” column of the “Summary Compensation Table.” These benefits are consistent with the benefits offered by our peers and competitors. Benefit/Perquisite

Explanation

Retirement and Savings Plan (the “RSP”)

The RSP is a tax-qualified defined contribution plan for certain eligible salaried employees. The Company makes both matching and non-matching contributions under the RSP.

Matching: The Company matches 75% of the employee’s contributions up to a maximum of 6% of the employee’s base pay (provided the employee contributes 8%). The matching contributions are immediately 100% vested.

Non-Matching: The Company makes a non-matching contribution following the end of each calendar year based on an employee’s age and vesting service, provided that the employee is employed by the Company on December 31 of the applicable year and has earned a year of vesting service. If age plus vesting service totals less than 60, employees receive a contribution equal to 1.5% of base salary; if age plus vesting service totals at least 60 but less than 80, employees receive a contribution equal to 3% of base salary; and if age plus vesting service totals 80 or more, employees receive a contribution equal to 4.5% of base salary. These contributions are 25% vested at two years, 50% vested at three years, 75% vested at four years, and 100% vested at five years of vesting service.

Transition Contribution: An additional contribution is available to employees who were previously Boeing employees Retirement and meet certain other requirements. Other than Mr. Pilla, none of the NEOs are eligible for this additional contribution. Mr. Pilla receives an annual transition contribution amount of 3.5% of his base salary. All such contributions are vested immediately as Mr. Pilla has met the five-year service requirement. The transition contribution will cease after 2020, with final payment for the first six months of 2020 made in 2021.

Deferred CompensationSavings Plan (the “DCP”“RSP”)

This nonqualified plan allows eligible Spirit employees, including each of our NEOs, to defer receipt of a portion of their base salary or ACI. In addition, the DCP allows for matching and discretionary contributions by the Company into a separate account in the DCP. Deferred amounts and matching or discretionary Company contributions are credited with a rate of return equal to 120% of the applicable federal long-term rate for October of the prior fiscal year. For 2020,2021, the interest crediting rate is 2.23%1.34%.

Perquisite Allowance Deferred Compensation Plan

(the “DCP”) Under the Company’s Perquisite Allowance Plan (the “Perquisite Plan”), the CEO receives an annual allowance of $25,000, while the Other NEOs receive an annual allowance of $13,000. Participants may select the perquisite items to be funded from their allowances subject to certain limitations set forth in the Perquisite Plan. Any portion of a participant’s annual allowance not used by the end of the applicable calendar year is forfeited except upon a qualifying termination in connection with a change in control. See “Potential Payments Upon Termination or Change-in-Control.”

Personal Corporate Aircraft Use

Perquisite Allowance Plan For security reasons, the Company’s CEO and COO are authorized to use the corporate aircraft for a limited amount of personal travel. Mr. Gentile is authorized to use the aircraft for 70 personal hours annually and Ms. Marnick is authorized to use the aircraft for 25 personal hours annually (in each case, without regard to deadhead or ferry flights). The Other NEOs do not use the corporate aircraft for personal travel unless approved by the CEO. No tax gross-ups are provided for this benefit.

Relocation Benefits

Personal Corporate Aircraft Use While we provide relocation assistance to employees including NEOs, no such benefits were provided to NEOs in 2020.

Post-Retirement Medical Coverage

2021. Relocation Benefits The Company has two programs for post-retirement medical coverage. Under the first program, benefits are available to employees who were previously Boeing employees and who retire from the Company between the ages of 62 and 65 (and who meet certain other requirements). Under the second program, benefits are available to (i) employees who retire from the Company at age 55 or later with 10 years of service, and (ii) employees who retire from the Company at age 60 or later with five years of service. Under either program, benefits cease at age 65. Other than Messrs. Pilla andMr. Hawkins, none of our NEOs are currently eligible for coverage under either program.

Other

Post-Retirement Medical Coverage Other perquisites provided include an annual physical exam for our CEO, ground transportation services for our CEO for security purposes and efficiency, IT home services, and home security services. Other COMPENSATION DISCUSSION AND ANALYSIS (continued)

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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 (i) had their benefits transferred from a Boeing nonqualified plan to the SERP, and (ii) 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: 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 2020 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 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 “IRC”) and Section 409A of the IRC. 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. While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluated in light of the Company’s overall compensation philosophy and objectives. The Compensation Committee believes that maintaining the discretion to evaluate the performance of executive officers is an important part of the Company’s responsibilities and benefits public stockholders, and therefore, the Compensation Committee may award compensation to the named executive officers that is not fully deductible if it is determined that such compensation is consistent with the Company’s compensation philosophy and benefits 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:

Officer LevelGRAPHIC

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 Plan are subject to double trigger change-in-control provisions. Additional information regarding the Company’s practices in providing compensation in connection with termination of employment may be found 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 “IRC”) and Section 409A of the IRC. 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. While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluated in light of the Company’s overall compensation philosophy and objectives. The Compensation Committee believes that maintaining the discretion to evaluate the performance of executive officers is an important part of the Company’s responsibilities and benefits public stockholders, and therefore, the Compensation Committee may award compensation to the named executive officers that is not fully deductible if it is determined that such compensation is consistent with the Company’s compensation philosophy and benefits stockholders. Section 409A of the Code requires that “nonqualified deferred compensation” be deferred and paid under plans or arrangements that satisfy the requirements of the statute with respect to the timing of deferral elections, timing of payments, and certain other matters. Failure to satisfy these requirements can expose employees and other service providers to accelerated income tax liabilities and penalty taxes and interest on their vested compensation under such plans. Accordingly, as a general matter, it is the Company’s intention to design and administer its compensation and benefits plans and arrangements for all employees and other service providers, including the executive officers, so that they are either exempt from, or satisfy the requirements of, section 409A of the Code. Executive Stock Ownership Requirements The Company’s executive stock ownership requirements promote alignment of management and stockholder interests. The requirements are based on a multiple of base salary and are measured by the value of Common Stock required to be held. Target Level

(Multiple (Multiple of Annual Officer Level Base Salary)

ChiefExecutiveOfficer

5x

ExecutiveVicePresidents/SeniorVicePresidents

3x

VicePresidents

1x The stock ownership requirements must be met within the later of: (i) five years after adoption of the guidelines, or (ii) five years after being hired or promoted into the officer position. During the five-year accumulation period, all NEOs are Spirit AeroSystems 2022 Proxy Statement 49 COMPENSATION DISCUSSION AND ANALYSIS (continued)

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 2020, 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 “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.

Name and

Principal Position

Year

Salary

($)

(2) 

Bonus

($)

(3) 

Stock

Awards

($)

(4) 

Non-Equity

Incentive

Plan

Compensation

($)

(6) 

Change in

Pension Value

and

Nonqualified

Deferred

Compensation

Earnings

($)

(7) 

All Other

Compensation

($)

(8) 

Total

($)

Thomas C. Gentile III

President and CEO

2020

1,108,552

 

 

 

7,150,082

 

1,410,494

 

 

 

785,222

 

10,454,350

2019

1,295,753

 

 

 

7,150,017

 

1,873,535

 

 

 

752,844

 

11,072,149

2018

1,241,233

 

 

 

6,250,140

 

1,546,576

 

 

 

861,744

 

9,899,693

Mark J. Suchinski(1)

SVP and CFO

2020

414,481

 

 

 

875,064

 

363,696

 

 

 

42,311

 

1,695,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jose I. Garcia(1)

Former SVP and CFO

2020

50,410

 

500,000

 

1,695,554

(5)

 

 

 

 

1,655,049

 

3,901,013

2019

601,521

 

250,000

 

2,730,292

 

615,000

 

 

 

310,950

 

4,507,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Samantha J. Marnick

EVP and COO

2020

493,025

 

 

 

1,182,567

 

442,799

 

 

 

146,949

 

2,265,339

2019

550,000

 

 

 

1,182,704

 

561,000

 

 

 

151,808

 

2,445,512

2018

522,877

 

 

 

1,040,241

 

491,504

 

 

 

149,309

 

2,203,930

Duane F. Hawkins

SVP; President,
Defense Division

2020

456,212

 

 

 

1,230,597

 

400,326

 

 

 

40,904

 

2,128,039

2019

535,000

 

 

 

1,230,696

 

536,338

 

 

 

38,440

 

2,340,474

2018

533,685

 

 

 

1,230,603

 

456,301

 

 

 

45,630

 

2,266,218

William E. Brown(1)

SVP, Boeing Programs

2020

401,683

 

 

 

799,043

 

292,137

 

 

 

44,755

 

1,537,617

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John A. Pilla(1)

Former SVP and Chief Technology Officer

2020

405,048

 

 

 

902,581

 

355,429

 

79,812

 

43,270

 

1,786,141

2019

475,000

 

 

 

902,629

 

478,563

 

96,295

 

46,766

 

1,999,253

2018

456,041

 

 

 

1,364,744

 

422,978

 

 

 

61,064

 

2,304,827

(1)

Mr. Garcia joined the Company on January 9, 2019, and resigned on January 29, 2020. Mr. Suchinski was appointed as SVP and CFO on January 29, 2020. Messrs. Suchinski and Brown were not NEOs in the fiscal years ended December 31, 2019, and December 31, 2018. Accordingly, information is not displayed for 2019 and 2018. Mr. Pilla stepped down from his executive officer role effective August 1, 2020, but continued employment with the Company as a Senior Advisor.

(2)

Reflects a weighted amount based on the portion of the year for which different base salaries applied. From April 2020 through January 2021, salaries were subject to a 20% reduction in light of impacts from the COVID-19 pandemic and B737 MAX grounding. For Mr. Garcia, the amount reflects amounts earned through January 29, 2020. Severance amounts paid to Mr. Garcia after that date are included in “All Other Compensation” (note, however, Mr. Garcia’s 2019 ACI award that was paid in February 2020 is reflected in his 2019 compensation under “Non-Equity Incentive Plan Compensation” in last year’s proxy statement). For Mr. Pilla, the amount reflects all salary amounts earned for the year, including amounts earned following August 1, 2020, the date he stepped down from his position as Senior Vice President and Chief Technology Officer.

(3)

Because the ACI has mandatory performance measures that must be achieved for any payout, the ACI is shown in the “Non-Equity Incentive Plan Compensation” column of the table. Mr. Garcia’s 2019 amount represents a $250,000 cash sign-on bonus, and his 2020 amount represents a $500,000 cash sign-on bonus paid on January 9, 2020.

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(4)

GRAPHIC

50 Spirit AeroSystems 2022 Proxy Statement expected to continuously accumulate qualifying equity until they meet the applicable threshold. The five-year accumulation allows for accumulation of shares through earned incentive awards. Executive ownership positions are reviewed on an annual basis. For 2021, all NEOs complied with the ownership requirements or were within the five-year accumulation period. The Company may restrict any officer from liquidating any Company stock, except for 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 “Policy Prohibiting Short-Selling, Hedging, and Pledging.” Executive Compensation Tables Summary Compensation Table The following table summarizes the compensation of the NEOs for the last three fiscal years. Non-Equity Name and Stock Incentive Plan All Other Principal Salary(2) Awards(3) Compensation(4) Compensation(5) Total Position Year ($) ($) ($) ($) ($) Thomas C. Gentile III 2021 1,297,863 7,150,071 1,497,053 904,951 10,849,938 President and CEO 2020 1,108,552 7,150,082 1,410,494 785,222 10,454,350 2019 1,295,753 7,150,017 1,873,535 752,844 11,072,149 Mark J. Suchinski(1) 2021 528,767 1,050,065 427,839 44,696 2,051,367 SVP and CFO 2020 414,481 875,064 363,696 42,311 1,695,552 Samantha J. Marnick(1) 2021 659,529 1,495,040 547,917 246,436 2,948,922 EVP; President, Commercial; 2020 493,025 1,182,567 442,799 146,949 2,265,339 and COO 2019 550,000 1,182,704 561,000 151,808 2,445,512 Duane F. Hawkins(1) 2021 544,203 1,230,518 440,328 35,483 2,250,532 EVP; President, Defense & 2020 456,212 1,230,597 400,326 40,904 2,128,039 Space 2019 535,000 1,230,696 536,338 38,440 2,340,474 Kevin Matthies(1) 2021 505,479 700,058 407,372 60,688 1,673,597 SVP, Boeing Programs (1)Mr. Garcia: amountsHawkins was appointed as EVP and President, Defense & Space, and Ms. Marnick was appointed as EVP and President, Commercial and COO on September 28, 2021, and adjustments were made to their compensation to correlate with these appointments. Mr. Suchinski was not an NEO in the fiscal year ended December 31, 2019, and Mr. Matthies was not an NEO in the fiscal years ended December 31, 2019 and December 31, 2020. Accordingly, information is not displayed for 2019, for Messrs. Suchniski and Matthies and 2020, for Mr. Matthies. (2)Reflects a weighted amount based on the portion of the year for which different base salaries applied. From April 2020 through January 4, 2021, salaries were subject to a 20% reduction in light of impacts from the COVID-19 pandemic and 737 MAX grounding. (3)Amounts shown represent the aggregate grant date fair value of awards granted to the NEOs during the applicable year, as determined in accordance with FASB ASC Topic 718. These grant date fair values represent the accounting expense to be recorded for the award and are not reflective of the actual value that may be recognized by an NEO with respect to the award. The assumptions made by the Company in calculating these amounts are incorporated herein by reference to Note 19 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.2021. In 2020,2021, each NEO other than Mr. Garcia received a Time-Based Restricted Stock Unit award (“RS”RSU”), and a Performance-Based Restricted Stock Unit award tied to TSR (“PB-TSR”), and a Performance-Based Restricted Stock award tied to FCF Percentage (“PB-FCF”). The grant date fair value of the RSRSU awards is equal to the number of shares granted, multiplied by $50.91,$42.83, which is the average of the opening and closing pricesprice of the Common Stock on the grant date. The grant date fair value of the PB-TSRs is equal to the number of shares granted at target multiplied by $29.49,$60.35, which was determined using a Monte Carlo simulation model based on the probable ranking of the Company’s TSR relative to the TSR of a group of the Company’s peers, using the closing price of the Common Stock on the grant date. If the maximum level of performance is achieved with respect to the PB-TSRs, the value of the PB-TSRs would be as follows: Mr. Gentile: $2,860,058;$5,720,094; Mr. Suchinski: $350,046;$840,072; Ms. Marnick: $473,020;$1,196,016; Mr. Hawkins: $492,247; Mr. Brown: $319,613;$984,429; and Mr. Pilla: $361,017. The grant date fair value of the PB-FCFs is equal to the number of shares granted at target multiplied by $50.80, the average of the opening and closing prices of the Common Stock on the grant date, adjusted for dividends. If the maximum level of performance is achieved with respect to the PB-FCFs, the value of the PB-FCFs would be as follows: Mr. Gentile: $2,860,040; Mr. Suchinski: $350,012; Ms. Marnick: $473,050; Mr. Hawkins: $492,252; Mr. Brown: $319,634; and Mr. Pilla: $361,086.Matthies: $560,048. For additional information on the awards, see “2020“2021 Compensation Program Elements.”

(5)

For Mr. Garcia: On January 31, 2020, Mr. Garcia received accelerated vesting and continued vesting for various awards, as described further under “Employment and Separation Agreements.” Amounts shown represent the incremental fair value of the modification to these awards using the average of the open and closing stock prices for RSs and PB-FCF (with PB-FCF being adjusted for dividends), and the closing stock price for the PB-TSR in accordance with FASB ASC Topic 718.

(6)

(4)Represents ACIs earned by the NEOs with respect to 20202021 performance and paid in February 2021. For additional details on Mr. Pilla’s award, see “Employment and Separation Agreements.”

(7)

For Mr. Pilla, amount shown reflects the increase in the actuarial present value of Mr. Pilla’s accumulated benefits under the PVP during 2020. This amount was determined using interest rate and mortality rate assumptions consistent with those used in our audited financial statements. The increase is due to the decrease in the applicable discount rate from December 31, 2019, to December 31, 2020. Additional information regarding our PVP is set forth in “Pension Benefits.” With respect to nonqualified deferred compensation earnings, none of the NEOs received any earnings on their deferred compensation based on above-market or preferential rates.

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(8)

2022. (5)The following table shows “All Other Compensation” amounts for our NEOs in 2020.2021. COMPENSATION DISCUSSION AND ANALYSIS (continued)

Name

Life

Insurance

($)

(a) 

 

Financial

and Tax

Services

($)

(b) 

 

Personal

Aircraft

Usage

($)

(c) 

 

Personal

Travel

Expenses

($)

(d) 

 

Home

Security

and IT

Expenses

($)

(e) 

 

Deferred

Compensation

Plan

Contributions

($)

(f) 

 

Company

Contributions

Under Tax-

Qualified

Contribution

Plan

($)

(g) 

 

Other(h)

($)

 

Total

($)

Thomas C. Gentile III

837

 

18,100

 

112,075

 

19,806

 

5,449

 

600,000

 

18,825

 

10,130

 

785,222

Mark J. Suchinski

837

 

 

 

 

 

 

 

5,449

 

 

 

23,025

 

13,000

 

42,311

Jose I. Garcia

68

 

 

 

 

 

 

 

5,449

 

 

 

8,458

 

1,641,074

 

1,655,049

Samantha J. Marnick

837

 

975

 

 

 

 

 

15,649

 

100,000

 

23,025

 

11,911

 

146,949

Duane F. Hawkins

837

 

13,000

 

 

 

 

 

6,877

 

 

 

20,191

 

 

 

40,904

William E. Brown

806

 

13,000

 

 

 

 

 

5,449

 

 

 

25,500

 

 

 

44,755

John A. Pilla

796

 

 

 

 

 

 

 

5,449

 

 

 

37,025

 

 

 

43,270

(a)

Amounts shown reflect Company contributions toward group life insurance.

(b)

Amounts shown reflect financial, tax-preparation, and other related services paid for by the Company. Amounts shown for Messrs. Gentile, Hawkins, and Brown were reimbursed under the Perquisite Plan.

(c)

Amounts shown reflect the incremental cost to the Company of personal usage of its corporate aircraft. The incremental cost is determined by dividing direct operating costs per aircraft by the total number of flight hours per aircraft, resulting in a cost per hour, and multiplying the cost per hour by the hours of personal usage. Direct operating costs include variable costs such as fuel, maintenance expenses, parts and supplies, landing fees, ground services, catering, and crew expenses associated with such use, including those associated with “deadhead” flights related to such use. Because corporate aircraft is used primarily for business travel, the methodology excludes fixed costs that do not change based on usage. Fixed costs include pilot salaries, the purchase costs of the aircraft, and the cost of maintenance not related to personal travel. Executives, their families, and invited guests occasionally fly on the corporate aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost to the Company is a de minimis amount, and as a result, no amount is reflected in “Summary Compensation Table.” Executives, directors, their families, and invited guests also occasionally fly on the corporate aircraft as additional passengers on personal flights that are attributed to another executive, in which case the entire incremental cost is allocated to the executive who arranged for the personal flight. The Company does not grant bonuses to cover, reimburse, or “gross-up” any income tax owed for personal travel on corporate aircraft. The Compensation Committee has authorized annual aircraft personal usage amounts of the following (such amounts do not include “deadhead” or ferry flights): Mr. Gentile - 70 hours; and Ms. Marnick - 25 hours. In 2020, Mr. Gentile used 37.6 hours of the 70 hours allotted by the Compensation Committee, and Ms. Marnick used 0 hours. With ferry flights, the total hours reported for Mr. Gentile in the table above for 2020 was 44 hours.

(d)

Amounts shown reflect the NEOs’ personal travel expenses, spousal travel expenses, and personal driving expenses paid for by the Company.

(e)

Amounts shown reflect the cost of home security and IT services for the NEOs.

(f)

Amounts shown reflect Company contributions to the accounts of its eligible NEOs under the DCP. See “Other Compensation Elements and Information — Benefits and Perquisites.”

(g)

Amounts shown reflect contributions made by the Company under the RSP. See “Other Compensation Elements and Information — Benefits and Perquisites.”

(h)

For Mr. Gentile, amount reflects the sum of (i) $6,550 in country and golf club membership expenses, which were reimbursed under the Perquisite Plan, and (ii) $3,580 in medical expenses for an annual physical examination. For Mr. Suchinski, amount reflects car payments reimbursed under the Perquisite Plan. For Ms. Marnick, amount reflects the sum of (i) $8,942 in tuition payments, and (ii) $2,969 in car payments, both of which were reimbursed under the Perquisite Plan. For Mr. Garcia, amount reflects the sum of (i) $13,000 in car payments reimbursed under the Perquisite Plan, (ii) $615,000, which is equal to one year of Mr. Garcia’s annual base salary in place on January 29, 2020, (iii) a lump sum of $20,000 for COBRA coverage over a 12-month period, (iv) a sum of $500,000 in lieu of the Subsequent Sign-On, as such term is defined under “Employment and Separation Agreements,” (v) a sum of $409,590 in lieu of receiving any portion of the annual 2020 LTIP awards, (vi) $75,000 in career transition services, and (vii) $8,484 in dividends paid on accelerated RSs.

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Employment and Separation Agreements

Spirit has employment agreements with all of its currently employed NEOs. A brief description of the material terms of Messrs. Gentile’s and Suchinski’s agreements is below. While Ms. Marnick, Mr. Brown, and Mr. Hawkins have employment agreements with the Company, their roles and compensation have significantly changed 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.” The material terms of the separation agreements of Messrs. Garcia and Pilla 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 (and continues to be) 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 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. Mr. Gentile’s compensation has not been increased since February 2019.

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. Suchinski’s Employment Agreement

On January 29, 2020, we entered into an employment agreement with Mr. Suchinski with respect to his position as Senior Vice President and Chief Financial Officer. Pursuant to the employment agreement, Mr. Suchinski received a base salary of $500,000 per year. In addition, Mr. Suchinski was eligible for an ACI equal to 100% of his base salary, and an annual target LTIP award equal to 175% of his base salary. Effective January 26, 2021, after a compensation and performance review, Mr. Suchinski’s base salary increased to $525,000, and his annual target LTIP award increased to 200% of his annual base salary.

Potential payments and termination events under Mr. Suchinski’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 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 was 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 received the following separation payments:

a sum of $615,000, which is equal to one year of Mr. Garcia’s annual base salary applicable on the date of his resignation;

a payment of Mr. Garcia’s expected ACI award for 2019, based on an assumed score of 1.0;

a lump sum of $20,000 for COBRA coverage over a 12-month period;

full vesting with respect to 10,861 shares underlying the Initial Sign-On RS, 5,880 shares of the time-based restricted stock granted under the LTIP in November 2019, and 5,344 shares of the 2019 RS;

a sum of $500,000 in lieu of the Subsequent Sign-On Award;

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a sum of $409,590 in lieu of receiving any portion of the annual 2020 long-term incentives;

reimbursement of reasonable and documented career transition services through July 31, 2020; and

continued vesting (upon the contractual vesting date) with respect to 1,321 shares (based on target performance) of the 2019 PB-TSR and 1,810 shares (based on target performance) of the 2019 PB-FCF, subject to the Company’s certification of the satisfaction of applicable performance criteria.

Mr. Pilla’s Retirement Agreement and General Release

On July 29, 2020, we entered into a retirement agreement and general release with Mr. Pilla (the “Pilla Agreement”). Under the terms of the Pilla Agreement, effective August 1, 2020, Mr. Pilla stepped down from his position as Senior Vice President and Chief Technology Officer and become a Senior Advisor to the Company. Such position will continue until July 1, 2021, the Retirement Date. For a period of 13 months following the Retirement Date (the “Consulting Term”), Mr. Pilla will provide consulting and transition services to the Company and Spirit.

In consideration of Mr. Pilla’s contributions to the Company (more than 39 years of service, including with Boeing prior to the Company’s divestiture), relationships with customers and key stakeholders in the industry, provision of advisory and consulting services, release of claims, and compliance with certain obligations, including confidentiality, non-competition, non-solicitation, and non-disparagement covenants, Mr. Pilla will receive the following:

From August 1, 2020, through the Retirement Date, Mr. Pilla will (i) receive an annual base salary of $475,000, and (ii) be eligible to receive an ACI award with a target value as follows: (a) for 2020, Mr. Pilla was entitled to an award of 100% of his base salary if target performance metrics are met, or 200% of his base salary if maximum performance metrics are met, and (b) for 2021, Mr. Pilla will be entitled to an award of 75% of his base salary if target performance metrics are met, or 150% of his base salary if maximum performance metrics are met, pro-rated based on the portion of the year in which he serves as Senior Advisor. Mr. Pilla will not be entitled to any new LTIP grants after August 1, 2020.

For the services to be provided during the Consulting Term, Mr. Pilla will receive $514,600 payable in equal installments over a 13-month period.

Mr. Pilla’s outstanding equity awards under the LTIP will be subject to continued vesting in accordance with their terms, including, in the case of performance-based grants, the satisfaction of applicable performance criteria.

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Grants of Plan-Based Awards in 2020

The following table presents information regarding grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2020. Note that, for all equity awards below other than for Mr. Garcia, the date the award was approved by the Compensation Committee was January 21, 2020; however, the awards were not priced until the grant date of March 4, 2020. For more information on the status of Mr. Pilla’s awards, see “Summary Compensation Table - Employment and Separation Agreements – Mr. Pilla’s Retirement Agreement and General Release.”

 

 

Estimated Future Payouts

Under Non-Equity Incentive

Plan Awards

 

Estimated Future Payouts

Under Equity Incentive Plan

Awards

 

All Other

Stock

Awards

Grant Date Fair

Value of Stock

Awards

($)

Name

Grant Date

Threshold

($)

Target

($)

Maximum

($)

 

Threshold

(#)

Target

(#)

Maximum

(#)

 

Number

of Shares

of Stock

(#)

Thomas C. Gentile III

ACI(1)

 

401,850

1,607,400

3,214,801

 

 

 

 

 

 

 

RS(2)

3/4/2020

 

 

 

 

 

 

 

 

84,267

4,290,033

PB-TSR(3)

3/4/2020

 

 

 

 

12,123

48,492

96,984

 

 

1,430,029

PB-FCF(4)

3/4/2020

 

 

 

 

7,038

28,150

56,300

 

 

1,430,020

Jose I. Garcia

 

 

 

 

 

 

 

 

 

 

RS(5)

1/31/2020

 

 

 

 

 

 

 

 

5,344

348,215

PB-TSR(6)

1/31/2020

 

 

 

 

331

1,321

2,642

 

 

39,220

PB-FCF(7)

1/31/2020

 

 

 

 

453

1,810

3,620

 

 

217,275

RS(8)

1/31/2020

 

 

 

 

 

 

 

 

10,861

707,703

RS(9)

1/31/2020

 

 

 

 

 

 

 

 

5,880

383,141

Mark J. Suchinski

 

 

 

 

 

 

 

 

 

 

ACI(1)

 

102,234

408,934

817,869

 

 

 

 

 

 

 

RS(2)

3/4/2020

 

 

 

 

 

 

 

 

10,313

525,035

PB-TSR(3)

3/4/2020

 

 

 

 

1,484

5,935

11,870

 

 

175,023

PB-FCF(4)

3/4/2020

 

 

 

 

862

3,445

6,890

 

 

175,006

Samantha J. Marnick

 

 

 

 

 

 

 

 

 

 

ACI(1)

 

123,256

493,025

986,049

 

 

 

 

 

 

 

RS(2)

3/4/2020

 

 

 

 

 

 

 

 

13,937

709,533

PB-TSR(3)

3/4/2020

 

 

 

 

2,005

8,020 

16,040 

 

 

236,510

PB-FCF(4)

3/4/2020

 

 

 

 

1,164

4,656

9,312

 

 

236,525

Duane F. Hawkins

 

 

 

 

 

 

 

 

 

 

ACI(1)

 

114,053

456,212

912,423

 

 

 

 

 

 

 

RS(2)

3/4/2020

 

 

 

 

 

 

 

 

14,503

738,348

PB-TSR(3)

3/4/2020

 

 

 

 

2,087

8,346

16,692

 

 

246,124

PB-FCF(4)

3/4/2020

 

 

 

 

1,212

4,845

9,690

 

 

246,126

William E. Brown

 

 

 

 

 

 

 

 

 

 

ACI(1)

85,358

341,431

682,861

 

 

 

 

 

 

 

RS(2)

3/4/2020

 

 

 

 

 

 

 

 

9,417

479,419

PB-TSR(3)

3/4/2020

 

 

 

 

1,355

5,419

10,838

 

 

159,806

PB-FCF(4)

3/4/2020

 

 

 

 

787

3,146

6,292

 

 

159,817

John A. Pilla 

 

 

 

 

 

 

 

 

 

 

ACI(1)

 

101,262

405,048

810,096

 

 

 

 

 

 

 

RS(2)

3/4/2020

 

 

 

 

 

 

 

 

10,637

541,530

PB-TSR(3)

3/4/2020

 

 

 

 

1,531

6,121

12,242

 

 

180,508

PB-FCF(4)GRAPHIC

3/4/2020

889

3,554

7,108

180,543Company Contributions Deferred Under Tax- Financial Personal Personal Compensation Qualified Life and Tax Aircraft Travel Plan Contribution Insurance(1) Services(2) Usage(3) Expenses(4) Contributions(5) Plan(6) Other(7) Total Name ($) ($) ($) ($) ($) ($) ($) ($) Thomas C. Gentile III 858 18,700 232,251 24,130 600,000 23,175 9,963 909,077 Mark J. Suchinski 858 7,663 23,175 13,000 44,696 Samantha J. Marnick 858 7,368 592 200,000 25,210 12,408 246,436 Duane F. Hawkins 858 13,000 20,625 1,000 35,483 Kevin Matthies 839 25,274 21,575 13,000 60,688 (1)Amounts shown reflect Company contributions toward group life insurance. (2)Amounts shown reflect financial, tax preparation, and other related services paid for by the Company. Amounts shown for Messrs. Gentile and Hawkins were reimbursed under the Perquisite Plan. (3)Amounts shown reflect the incremental cost to the Company of personal usage of its corporate aircraft. The incremental cost is determined by dividing direct operating costs per aircraft by the total number of flight hours per aircraft, resulting in a cost per hour, and multiplying the cost per hour by the hours of personal usage. Direct operating costs include variable costs such as fuel, maintenance expenses, parts and supplies, landing fees, ground services, catering, and crew expenses associated with such use, including those associated with “deadhead” flights related to such use. Because corporate aircraft is used primarily for business travel, the methodology excludes fixed costs that do not change based on usage. Fixed costs include pilot salaries, the purchase costs of the aircraft, and the cost of maintenance not related to personal travel. Executives, their families, and invited guests occasionally fly on the corporate aircraft as additional passengers on business flights. In those cases, the aggregate incremental cost to the Company is a de minimis amount, and as a result, no amount is reflected in “Summary Compensation Table.” Executives, directors, their families, and invited guests also occasionally fly on the corporate aircraft as additional passengers on personal flights that are attributed to another executive, in which case the entire incremental cost is allocated to the executive who arranged for the personal flight. The Company does not grant bonuses to cover, reimburse, or “gross-up” any income tax owed for personal travel on corporate aircraft. The Compensation Committee has authorized annual aircraft personal usage amounts of the following (such amounts do not include “deadhead” or ferry flights): Mr. Gentile — 70 hours and Ms. Marnick — 25 hours. In 2021, Mr. Gentile used 69.3 hours, Ms. Marnick used 2.5 hours and Mr. Suchinki used 2.6 hours. With ferry flights, the total hours reported for Mr. Gentile in the table above for 2021 was 78.8 hours. (4)For Mr. Gentile, amount reflects $24,130 in personal driving expenses. For Ms. Marnick, amount reflects personal and family travel expenses. (5)Amounts shown reflect Company contributions to the accounts of its eligible NEOs under the DCP. See “Other Compensation Elements and Information — Benefits and Perquisites.” (6) Amounts shown reflect contributions made by the Company under the RSP. See “Other Compensation Elements and Information — Benefits and Perquisites.” (7)For Mr. Gentile, amount reflects the sum of (i) $3,327 in country and golf club membership expenses and (ii) $6,636 in medical expenses for an annual physical examination. For Mr. Suchinski, amount reflects $13,000 in car payments. For Ms. Marnick, amount reflects the sum of (i) $2,738 in tuition payments, (ii) $5,745 in car car payments and rentals and (iii) $3,925 in medical expenses. For Mr. Hawkins, amount reflects $1,000 in membership fees. For Mr. Matthies, amount reflects the sum of (i) $1,244 in car payments, (ii) $8,184 in country and golf club membership fees and (ii) $3,572 in housing-related expenses. Certain of these expenses were reimbursed under the Perquisite Plan, subject to the annual allowances of $25,000 for Mr. Gentile and $13,000 for the other NEOs. Narrative to the Summary Compensation Table For a description of the material terms of Messrs. Gentile’s and Suchinski’s agreements, please see the section titled “Employment and Separation Agreements.” While Ms. Marnick, Mr. Hawkins, and Mr. Matthies have employment agreements with the Company, their roles and compensation have significantly changed since the employment agreements were entered into. 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.” Spirit AeroSystems 2022 Proxy Statement 51 COMPENSATION DISCUSSION AND ANALYSIS (continued)

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GRAPHIC

52 Spirit AeroSystems 2022 Proxy Statement Grants of Plan-Based Awards in 2021 The following table presents information regarding grants of plan-based awards to the NEOs during the fiscal year ended December 31, 2021. Note that, for all equity awards below, the date the award was approved by the Compensation Committee was January 26, 2021; however, the awards were not priced until the grant date of February 26, 2021. Estimated Future Payouts Estimated Future Payouts All Other Under Non-Equity Incentive Under Equity Incentive Stock Plan Awards Plan Awards Awards Number Grant Date Fair of Shares Value of Stock Threshold Target Maximum Threshold Target Maximum of Stock Awards Name Grant Date ($) ($) ($) (#) (#) (#) (#) ($) Thomas C. Gentile III ACI(1) 141,143 1,881,901 3,763,803 RSU(2) 2/26/2021 100,164 4,290,024 PB-TSR(3) 2/26/2021 11,848 47,391 94,782 2,860,047 Mark J. Suchinski ACI(1) 39,658 528,767 1,057,534 RSU(2) 2/26/2021 14,710 630,029 PB-TSR(3) 2/26/2021 1,740 6,960 13,920 420,036 Samantha J. Marnick ACI(1) 50,788 677,173 1,354,346 RSU(2) 2/26/2021 20,944 897,032 PB-TSR(3) 2/26/2021 2,477 9,909 19,818 598,008 Duane F. Hawkins ACI(1) 40,815 544,203 1,088,405 RSU(2) 2/26/2021 17,238 738,304 PB-TSR(3) 2/26/2021 2,039 8,156 16,312 492,215 Kevin Matthies ACI(1) 38,407 512,096 1,024,192 RSU(2) 2/26/2021 9,807 420,034 PB-TSR(3) 2/26/2021 1,160 4,640 9,280 280,024 (1)

Represents ACIsACI opportunities that were paid in February 2021 but granted and earned in 2020.2021. The actual ACI amounts are reported in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.Table, and were paid in February 2022. For all participants, the threshold, target, and maximum figures were calculated on a weighted-average basis, giving effect to the changes made to base salaries during 20202021 (including the salary reductions that applied in 2020)2021).

(2)

Represents RSsRSUs that vest annually over three years, beginning March 4, 2021,February 26, 2022, if such NEO remains employed by the Company on each annual vesting date or as otherwise provided under the Pilla Agreement.date. However, Mr. Hawkins became retirement eligible in 2020 and, accordingly, will continue to vestbecome 100% vested in the RS even ifRSUs when he departs the Company (except under certain circumstances described under “Potential Payments Upon Termination or Change in Control”). The grant date fair value of each award, which is reported in the “Stock Awards” column of the “Summary Compensation Table,” is equal to the number of shares multiplied by $50.91,$42.83, the average of the opening and closing pricesprice of the Common Stock on the grant date.

(3)

Represents PB-TSRs that vest at the end of the three-year performance period based on the ranking of the Company’s TSR relative to the TSR of each of the companies in the Company’s peer group. The grant date fair value of each award, which is reported in the “Stock Awards” column of the “Summary Compensation Table,” is equal to the number of shares granted at target multiplied by $29.49,$60.35, which was determined using a Monte Carlo simulation based on the probable ranking of the Company’s TSR relative to a group of the Company’s peers, using the closing price of the Common Stock on the grant date. Actual payout may be zero or range from 25% to 200% of the target shares granted. COMPENSATION DISCUSSION AND ANALYSIS (continued)

(4)

Represents PB-FCFs that vestGRAPHIC

Outstanding Equity Awards at 2021 Fiscal Year End The following table presents the endoutstanding equity awards held by the NEOs as of December 31, 2021. The Company has not granted any options or option-like awards. The market value of the three-year performance period based upon the achievement of FCF Percentage on a cumulative basis over the period. The grant date fair value of each award, whichawards is reported in the “Stock Awards” column of the “Summary Compensation Table,” is equal todetermined by multiplying the number of shares shown in the applicable columns below by $43.09, the closing price of the Common Stock on December 31, 2021. Stock Awards Equity Incentive Plan Market Value Awards: Market or Number of of Equity Incentive Plan Payout Shares or Shares or Awards: Number of Value of Unearned Units of Units Unearned Shares, Shares, Stock of Stock That Units, Units, or Other Rights That Have Have Not or Other Rights That That Grant Not Vested Vested Have Not Vested Have Not Vested Name Date (#) ($) (#) ($) Thomas C. Gentile III RSU(1) 2/26/2021 100,164 4,316,067 PB-TSR(2) 2/26/2021 11,848 510,530 RS(3) 3/4/2020 56,178 2,420,710 PB-TSR(4) 3/4/2020 12,123 522,380 PB-FCF(5) 3/4/2020 7,038 303,267 RS(6) 2/6/2019 15,530 669,188 Mark J. Suchinski RSU(1) 2/26/2021 14,710 633,854 PB-TSR(2) 2/26/2021 1,740 74,977 RS(3) 3/4/2020 6,875 296,244 PB-TSR(4) 3/4/2020 1,484 63,946 PB-FCF(5) 3/4/2020 862 37,144 RS(6) 2/6/2019 941 40,548 Samantha J. Marnick RSU(1) 2/26/2021 20,944 902,477 PB-TSR(2) 2/26/2021 2,478 106,777 RS(3) 3/4/2020 9,291 400,349 PB-TSR(4) 3/4/2020 2,005 86,395 PB-FCF(5) 3/4/2020 1,164 50,157 RS(6) 2/6/2019 2,568 110,655 Spirit AeroSystems 2022 Proxy Statement 53 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

54 Spirit AeroSystems 2022 Proxy Statement Stock Awards Equity Incentive Plan Market Value Awards: Market or Number of of Equity Incentive Plan Payout Shares or Shares or Awards: Number of Value of Unearned Units of Units Unearned Shares, Shares, Stock of Stock That Units, Units, or Other Rights That Have Have Not or Other Rights That That Grant Not Vested Vested Have Not Vested Have Not Vested Name Date (#) ($) (#) ($) Duane F. Hawkins RSU(1) 2/26/2021 16,683 718,870 PB-TSR(2) 2/26/2021 2,039 87,861 RS(3) 3/4/2020 5,379 231,781 PB-TSR(4) 3/4/2020 2,087 89,929 PB-FCF(5) 3/4/2020 1,212 52,225 RS(6) 2/6/2019 1,487 64,075 Kevin Matthies RSU(1) 2/26/2021 9,807 422,584 PB-TSR(2) 2/26/2021 1,160 49,984 RS(3) 3/4/2020 4,648 200,282 PB-TSR(4) 3/4/2020 1,003 43,219 PB-FCF(5) 3/4/2020 583 25,122 RS(6) 2/6/2019 1,082 46,623 (1)Represents 2021 annual RSUs. The first tranche of the award vested on February 26, 2022, and the second and third tranches will vest on February 26, 2023, and February 26, 2024, respectively, if the NEO continues to be employed by the Company on each vesting date. However, Mr. Hawkins became retirement eligible in 2020 and, accordingly, will become 100% vested in the RSUs when he departs the Company (except under certain circumstances described under “Potential Payments Upon Termination or Change in Control”). This retirement eligibility required the Company to withholding shares for certain tax purposes in 2021. For this reason, Mr. Hawkins’ amounts for the RSUs are shown as net shares, because shares were disposed of for tax purposes in accordance with IRC requirements in 2021. (2)Represents PB-TSRs granted at targetin 2021, with a performance period running from January 1, 2021, to December 31, 2023. The number of shares and market value shown reflects the achievement of a threshold performance goal based on TSR performance for the fiscal year ended December 31, 2021. The award vesting date is December 31, 2023, subject to performance certification by the Compensation Committee. (3)Represents 2020 annual RSs. The first and second tranches of the award vested on March 4, 2021 and March 4, 2022, respectively, and the third tranche will vest on March 4, 2023, if the NEO continues to be employed by the Company on the vesting date. As Mr. Hawkins was retirement eligible in 2021, Mr. Hawkins’ amounts for the RS are shown as net shares because shares were disposed of for tax purposes on the date he became retirement eligible in 2020 in accordance with IRC requirements. (4)Represents PB-TSRs granted in 2020 with a performance period running from January 1, 2020, to December 31, 2022. The number of shares and market value shown reflects the achievement of a threshold performance goal based on TSR performance for the fiscal year ended December 31, 2021. The award vesting date is December 31, 2022, subject to performance certification by the Compensation Committee. (5)Represents PB-FCFs granted in 2020 with a performance period running from January 1, 2020, to December 31, 2022. The number of shares and market value shown reflects the achievement of a threshold performance goal based on FCF Percentage performance for the fiscal year ended December 31, 2021. The award vesting date is December 31, 2022, subject to performance certification by the Compensation Committee. (6)Represents 2019 annual RSs. The first, second and third tranches of the award vested on February 6, 2020, February 6, 2021 and February 6, 2022, respectively. As Mr. Hawkins was retirement eligible in 2021, Mr. Hawkins’ amounts for the RS are shown as net shares because shares were disposed of for tax purposes on the date he became retirement eligible in 2020 in accordance with IRC requirements. COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

Option Exercises and Stock Vested for Fiscal Year 2021 The following table presents information regarding NEO stock awards that vested in 2021. Values reflected below are gross amounts that do not include any reductions for tax withholding. The value realized on vesting represents the number of shares multiplied by $50.80, the average of the openhigh and closinglow prices of the Common Stock on the vesting date. The Company has not granted any options or option-like awards. Number of Shares Acquired on Vesting Value Realized on Vesting Name Grant Date Vesting Date (#) ($) Thomas C. Gentile III RS(1) 2/7/2018 2/7/2021 13,994 546,955 RS(2) 2/6/2019 2/6/2021 15,530 606,990 RS(3) 3/4/2020 3/4/2021 28,089 1,316,672 TOTAL 57,613 2,470,617 Mark J. Suchinski RS(1) 2/7/2018 2/7/2021 776 30,330 Special RS(4) 11/26/2018 11/26/2021 1,674 64,365 RS(2) 2/6/2019 2/6/2021 941 36,779 RS(3) 3/4/2020 3/4/2021 3,438 161,156 TOTAL 6,829 292,630 Samantha J. Marnick RS(1) 2/7/2018 2/7/2021 2,329 91,029 RS(2) 2/6/2019 2/6/2021 2,569 100,409 RS(3) 3/4/2020 3/4/2021 4,646 217,781 TOTAL 9,544 409,219 Duane F. Hawkins RS(1) 2/7/2018 2/7/2021 1,532 59,886 RS(2) 2/6/2019 2/6/2021 1,487 58,127 RS(3) 3/4/2020 3/4/2021 2,690 126,107 RSUs(5) 2/26/2021 2/26/2021 555 23,771 TOTAL 6,264 267,891 Spirit AeroSystems 2022 Proxy Statement 55 COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

56 Spirit AeroSystems 2022 Proxy Statement Number of Shares Acquired on Vesting Value Realized on Vesting Name Grant Date Vesting Date (#) ($) Kevin Matthies RS(1) 2/7/2018 2/7/2021 965 37,722 RS(2) 2/6/2019 2/6/2021 1,082 42,295 RS(3) 3/4/2020 3/4/2021 2,324 108,949 TOTAL 10,850 188,966 (1)Represents shares vesting under the 2018 annual RS. (2)Represents shares vesting under the 2019 annual RS. (3)Represents shares vesting under the 2020 annual RS. (4)Represents shares vesting under a Special RS granted to the recipients in consideration of their performance or responsibilities, or for retention purposes. (5)Represents shares required to be withheld to satisfy tax obligations upon the grant date adjusted for dividends. Actual payout may be zero or range from 25% to 200%as Mr. Hawkins was retirement eligible. 2021 Nonqualified Deferred Compensation The following table presents information concerning each of the target shares granted.

(5)

Represents RS granted on February 6, 2019 (approved byCompany’s defined contribution or other plans that provide for the Compensation Committee on January 23, 2019), that would have been forfeited by its terms upon Mr. Garcia’s resignation. As a resultdeferral of compensation of the Garcia Agreement,NEOs on a basis that is not tax-qualified. Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings Withdrawals/ Balance at in Last FY(1) in Last FY(2) in Last FY(3) Distributions Last FYE Name Plan ($) ($) ($) ($) ($) Thomas C. Gentile III DCP 600,000 38,014 3,175,897(4) Samantha J. Marnick DCP 200,000 8,528 745,282(5) Kevin Matthies DCP 15,000 25,574 3,395 283,923 (1)These amounts represent participant contributions to the incremental fair value of the modified award, which is reportedDCP and are included in the “Stock Awards”“Salary” column of the “Summary Compensation Table,Table.is(2)These amounts represent Company contributions to the DCP and are included in the “All Other Compensation” column of the “Summary Compensation Table.” (3)Under the DCP, these amounts represent earnings on DCP balances from January 1 to December 31, 2021, and are not included in the “Summary Compensation Table.” (4)This amount includes $2,400,000 consisting of aggregate Company contributions prior to 2021 (reported in the “Summary Compensation Table” of prior year’s proxy statements). (5)This amount includes $500,000 consisting of aggregate Company contributions prior to 2021 (reported in the “Summary Compensation Table” of prior year’s proxy statements). More information on the DCP can be found under “Other Compensation Elements and Information” and “Potential Payments Upon Termination or Change in Control.” There were no “above-market” earnings (defined by SEC rule as that portion of interest that exceeds 120% of the applicable federal long-term rate) under the DCP during fiscal year 2021, as the Company used 120% of the applicable federal long-term rate to determine the amounts to be contributed. Summary Table — Potential Payments Upon Termination or Change in Control The following table summarizes the value of compensation and benefits payable to each NEO upon termination that would exceed the compensation or benefits generally available to salaried employees. Benefits and payments are calculated using a termination date of December 31, 2021. For equity valuation purposes, the table below uses $43.09, the closing price of the Common Stock on December 31, 2021. For purposes of presenting amounts payable over a period of time (e.g. salary continuation), the amounts are shown as a single total but not as a present value (i.e., the single sum does not reflect any discount). COMPENSATION DISCUSSION AND ANALYSIS (continued)

GRAPHIC

RSUs and PB-TSR and Cash Award Perquisite Severance(1) RS(2) PB-FCF(3) under LTIP(4) Plan(5) Other(6) Total(7) Name ($) ($) ($) ($) ($) ($) ($) Thomas C. Gentile III Termination without Cause 1,300,000 15,404 1,315,404 Change in Control and Qualifying Termination 1,300,000 7,405,964 7,150,000 25,000 15,404 15,896,368 Death or Disability 7,405,964 4,663,753 12,069,717 Mark J. Suchinski Termination without Cause 550,000 7,702 557,702 Change in Control and Qualifying Termination 550,000 970,645 1,210,000 13,000 7,702 2,751,347 Death or Disability 970,645 604,102 1,574,747 Samantha J. Marnick Change in Control and Qualifying Termination 1,413,481 1,785,000 13,000 3,211,481 Death or Disability 1,413,481 830,833 2,244,314 Duane F. Hawkins Termination without Cause 1,014,726 1,014,726 Change in Control and Qualifying Termination 1,014,726 1,322,500 13,000 2,350,226 Death or Disability 1,014,726 802,671 1,817,397 Qualifying Retirement/Retirement 1,014,726 1,014,726 Kevin Matthies Change in Control and Qualifying Termination 669,489 735,000 13,000 1,417,489 Death or Disability 669,489 406,512 1,076,001 (1)Under the “Termination without Cause” row, represents 12 months of annual base salary pursuant to their Messrs. Gentile’s and Suchinski’s employment agreements. Under the “Change-in-Control and Qualifying Termination” row, assumes a termination by the Company without cause under their respective employment agreements. (2)Under the “Termination without Cause” row, represents a cash amount equal to all unvested RSUs and RS multiplied by $43.09 for Mr Hawkins because he became retirement eligible in 2020, and accordingly, will become 100% vested in the RSUs and RS when he departs the Company. (3)Under the “Change-in-Control and Qualifying Termination” row, represents the sum of cash amounts equal to the target amount of unvested PB-TSRs and PB-FCFs multiplied by $43.09 and multiplied by 0%, the projected payout for each award as of December 31, 2021. Under the “Death or Disability” row, represents a prorated cash amount equal to the number of target shares in the unvested PB-TSRs and PB-FCFs multiplied by $65.16,$43.09. Under the average of the opening and closing prices of the Common Stock on January 31, 2020.

(6)

Represents PB-TSR granted on February 6, 2019 (approved by the Compensation Committee on January 23, 2019), that would have been forfeited by its terms upon Mr. Garcia’s resignation. As“Qualifying Retirement/Retirement” row, represents a result of the Garcia Agreement, the incremental fair value of the modified award, which is reported in the “Stock Awards” column of the “Summary Compensation Table,” isprorated cash amount equal to the number of target shares at targetin the unvested PB-TSRs and PB-FCFs multiplied by $29.69, which was determined using$43.09 and multiplied by 0%, the project payout for each award as of December 31, 2021.9 (4)Represents a Monte Carlo simulation model based oncash amount equal to the probable rankingvalue of the Company’s TSR relative to the TSR of a group of the Company’s peers, using the closing price of Common Stock on January 31, 2020.

(7)

Represents PB-FCF granted on February 6, 2019 (approved by the Compensation Committee on January 23, 2019),full-year long-term incentive that would have been forfeited by its terms upon Mr. Garcia’s resignation. As a resultmade to such NEO in the ordinary course of business within the 12-month period following the date of the Garcia Agreement,change-in-control and qualifying termination based on the incremental fair value of the modified award, which is reportedparticipant’s annual base pay in the “Stock Awards” column of the “Summary Compensation Table,” is equal to the number of shares at target multiplied by $65.24, the average of the opening and closing prices of the Common Stockeffect on January 31, 2020, adjusted for dividends, multiplied by 184%, the expected payout of the award as of January 31, 2020.

(8)

Represents Initial Sign-On RS granted on February 6, 2019 (approved by the Compensation Committee on November 20, 2018), that would have been forfeited by its terms upon Mr. Garcia’s resignation. As a result of the Garcia Agreement, the incremental fair value of the modified award, which is reported in the “Stock Awards” column of the “Summary Compensation Table,” is equal to the number of shares multiplied by $65.16, the average of the opening and closing prices of the Common Stock on January 31, 2020.

(9)

Represents special RS granted on November 5, 2020 (approved by the Compensation Committee on October 22, 2020), that would have been forfeited by its terms upon Mr. Garcia’s resignation. As a result of the Garcia Agreement, the incremental fair value of the modified award, which is reported in the “Stock Awards” column of the “Summary Compensation Table,” is equal to the number of shares multiplied by $65.16, the average of the opening and closing prices of the Common Stock on January 31, 2020.

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Outstanding Equity Awards at 2020 Fiscal Year End

The following table presents the outstanding equity awards held by the NEOs as of December 31, 2020. The Company has not granted any options or option-like awards. The market value of the awards is determined by multiplying the number of shares shown in the applicable columns below by $39.09, the closing price of the Common Stock on December 31, 2020. For information on the effect of Mr. Garcia’s resignation on such awards, see “Employment and Separation Agreements.”

Name

Stock Awards

Grant Date

Number of

Shares or

Units of Stock

That Have

Not Vested

(#)

Market Value of

Shares or Units

of Stock That

Have Not Vested

($)

 

Equity Incentive Plan

Awards: Number of

Unearned Shares, Units,

or Other Rights That

Have Not Vested

(#)

Equity Incentive Plan

Awards: Market or Payout

Value of Unearned Shares,

Units, or Other Rights That

Have Not Vested

($)

Thomas C. Gentile III

 

 

 

 

 

 

RS(1)

3/4/2020

84,267

3,293,997

 

 

 

PB-TSR(2)

3/4/2020

 

 

 

12,123

473,888

PB-FCF(3)

3/4/2020

 

 

 

7,038

275,115

RS(4)

2/6/2019

31,060

1,214,135

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

2,878

112,501

PB-FCF(6)

2/6/2019

 

 

 

3,946

154,249

RS(7)

2/7/2018

13,994

547,025

 

 

 

Jose I. Garcia

 

 

 

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

331

12,939

PB-FCF(6)

2/6/2019

 

 

 

453

17,708

Mark J. Suchinski

 

 

 

 

 

 

RS(1)

3/4/2020

10,313

403,135

 

 

 

PB-TSR(2)

3/4/2020

 

 

 

1,484

58,010

PB-FCF(3)

3/4/2020

 

 

 

862

33,696

RS(4)

2/6/2019

1,882

73,567

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

140

5,473

PB-FCF(6)

2/6/2019

 

 

 

192

7,505

Special RS(8)

11/26/2018

1,674

65,437

 

 

 

RS(7)

2/7/2018

776

30,334

 

 

 

Samantha J. Marnick

 

 

 

 

 

 

RS(1)

3/4/2020

13,937

544,797

 

 

 

PB-TSR(2)

3/4/2020

 

 

 

2,005

78,375

PB-FCF(3)

3/4/2020

 

 

 

1,164

45,501

RS(4)

2/6/2019

5,137

200,805

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

476

18,607

PB-FCF(6)

2/6/2019

 

 

 

653

25,526

RS(7)

2/7/2018

2,329

91,040

 

 

 

Duane F. Hawkins

 

 

 

 

 

 

RS(1)

3/4/2020

8,069

315,417

 

 

 

PB-TSR(2)

3/4/2020

 

 

 

2,087

81,581

PB-FCF(3)

3/4/2020

 

 

 

1,212

47,377

RS(4)

2/6/2019

2,974

116,254

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

496

19,389

PB-FCF(6)

2/6/2019

 

 

 

680

26,581

RS(7)

2/7/2018

1,532

59,886

 

 

 

William E. Brown

 

 

 

 

 

 

RS(1)

3/4/2020

9,417

368,111

 

 

 

PB-TSR(2)

3/4/2020

 

 

 

1,355

52,967

PB-FCF(3)

3/4/2020

 

 

 

787

30,764

RS(4)

2/6/2019

3,471

135,681

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

322

12,587

PB-FCF(6)

2/6/2019

 

 

 

441

17,239

Special RS(8)

10/23/2018

613

23,962

 

 

 

RS(7)

2/7/2018

1,128

44,094

 

 

 

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Name

Stock Awards

Grant Date

Number of

Shares or

Units of Stock

That Have

Not Vested

(#)

Market Value of

Shares or Units

of Stock That

Have Not Vested

($)

 

Equity Incentive Plan

Awards: Number of

Unearned Shares, Units,

or Other Rights That

Have Not Vested

(#)

Equity Incentive Plan

Awards: Market or Payout

Value of Unearned Shares,

Units, or Other Rights That

Have Not Vested

($)

John A. Pilla

 

 

 

 

 

 

RS(1)

3/4/2020

10,637

415,800

 

 

 

PB-TSR(2)

3/4/2020

 

 

 

1,531

59,848

PB-FCF(3)

3/4/2020

 

 

 

889

34,751

RS(4)

2/6/2019

3,920

153,233

 

 

 

PB-TSR(5)

2/6/2019

 

 

 

364

14,229

PB-FCF(6)

2/6/2019

 

 

 

499

19,506

Special RS(8)

10/23/2018

2,045

79,939

 

 

 

RS(7)

2/7/2018

1,936

75,678

 

 

 

(1)

Represents 2020 annual RSs. The first tranche of the award vested on March 4, 2021, and the second and third tranches will vest on March 4, 2022, and March 4, 2023, respectively, if the NEO continues to be employed by the Company on each vesting date or as otherwise provided in the Pilla Agreement. However, Mr. Hawkins became retirement eligible in 2020 and, accordingly, will continue to vest in the RS even if he departs the Company (except under certain circumstances described under “Potential Payments Upon Termination or Change in Control”). For this reason, Mr. Hawkins’ amounts for the RS are shown as net shares, because shares were disposed of for tax purposes on the date he became retirement eligible in 2020 in accordance with IRC requirements.

(2)

Represents PB-TSRs granted in 2020 with a performance period running from January 1, 2020, to December 31, 2022. The number of shares and market value shown reflects the achievement of a threshold performance goal based on TSR performance for the fiscal year ended December 31, 2020. The award vesting date is December 31, 2022, subject to performance certification by the Compensation Committee.

(3)

Represents PB-FCFs granted in 2020 with a performance period running from January 1, 2020, to December 31, 2022. The number of shares and market value shown reflects the achievement of a threshold performance goal based on FCF Percentage performance for the fiscal year ended December 31, 2020. The award vesting date is December 31, 2022, subject to performance certification by the Compensation Committee.

(4)

Represents 2019 annual RSs. The first tranche of the award vested on February 6, 2020, the second tranche vested on February 6, 2021, and the third tranche will vest on February 6, 2022, if the NEO continues to be employed by the Company on each such vesting date or as otherwise provided in the Pilla Agreement. However, Mr. Hawkins became retirement eligible in 2020 and, accordingly, will continue to vest in the RS even if he departs the Company (except under certain circumstances described under “Potential Payments Upon Termination or Change in Control”). For this reason, Mr. Hawkins’ amounts for the RS are shown as net shares, because shares were disposed of for tax purposes on the date he became retirement eligible in 2020 in accordance with IRC requirements.

(5)

Represents PB-TSRs granted in 2019 with a performance period running from January 1, 2019, to December 31, 2021. The number of shares and market value shown reflects the achievement of a threshold performance goal based on TSR performance during the fiscal year ended December 31, 2020. The award vesting date is December 31, 2021, subject to performance certification by the Compensation Committee. For information on the effect of Mr. Garcia’s resignation on such award, see “Employment and Separation Agreements.”

(6)

Represents PB-FCFs granted in 2019 with a performance period running from January 1, 2019, to December 31, 2021. The number of shares and market value shown reflects the achievement of a threshold performance goal based on FCF Percentage performance for the fiscal year ended December 31, 2020. The award vesting date is December 31, 2021, subject to performance certification by the Compensation Committee. For information on the effect of Mr. Garcia’s resignation on such award, see “Employment and Separation Agreements.”

(7)

Represents 2018 annual RSs. The first tranche of the award vested on February 7, 2019, the second tranche vested on February 7, 2020, and the third tranche vested on February 7, 2021. As Mr. Hawkins became retirement eligible in 2020, Mr. Hawkins’ amounts for the RS are shown as net shares, because shares were disposed of for tax purposes on the date he became retirement eligible in 2020 in accordance with IRC requirements.

(8)

Represents a special RS (each, a “Special RS”) that vests annually on the anniversary of the applicable grant date over three years, subject to the NEO remaining employed by the Company through each applicable vesting date or as otherwise provided in the Pilla Agreement.

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Option Exercises and Stock Vested for Fiscal Year 2020

The following table presents information regarding NEO stock awards that vested in 2020. Values reflected below are gross amounts that do not include any reductions for tax withholding. The value realized on vesting represents the number of shares multiplied by the average of the high and low prices of the Common Stock on the vesting date. The Company has not granted any options or option-like awards.

Name

Grant Date

Vesting Date

Number of Shares

Acquired on Vesting

(#)

Value Realized on Vesting

($)

Thomas C. Gentile III

 

 

 

 

PB-TSR(1)

2/7/2017

2/7/2020

22,358

1,556,229

PB-FCF(2)

2/7/2017

2/7/2020

37,672

2,662,160

RS(3)

2/7/2017

2/7/2020

18,457

1,284,699

RS(4)

2/7/2018

2/7/2020

13,995

974,122

RS(5)

2/6/2019

2/6/2020

15,530

1,064,504

TOTAL

 

 

108,012

7,501,713

Jose I. Garcia

 

 

 

 

RS(7)

2/6/2019

1/31/2020

5,344

345,917

RS(8)

2/6/2019

1/31/2020

10,861

703,033

Special RS(9)

11/5/2019

1/31/2020

5,880

380,612

TOTAL

 

 

22,085

1,429,562

Mark J. Suchinski

 

 

 

 

PB-TSR(1)

2/7/2017

2/7/2020

1,427

99,326

PB-FCF(2)

2/7/2017

2/7/2020

2,404

167,330

RS(3)

2/7/2017

2/7/2020

1,177

81,925

Special RS(6)

2/28/2017

2/7/2020

866

60,278

RS(4)

2/7/2018

2/7/2020

776

54,013

Special RS(6)

11/26/2018

11/26/2020

1,674

59,226

RS(5)

2/6/2019

2/6/2020

941

64,501

TOTAL

 

 

9,265

586,600

Samantha J. Marnick

 

 

 

 

PB-TSR(1)

2/7/2017

2/7/2020

4,022

279,951

PB-FCF(2)

2/7/2017

2/7/2020

6,778

471,783

RS(3)

2/7/2017

2/7/2020

3,320

231,089

RS(4)

2/7/2018

2/7/2020

2,329

162,110

RS(5)

2/6/2019

2/6/2020

2,569

176,092

TOTAL

 

 

19,018

1,321,025

Duane F. Hawkins

 

 

 

 

PB-TSR(1)

2/7/2017

2/7/2020

4,943

344,058

PB-FCF(2)

2/7/2017

2/7/2020

8,328

579,670

RS(3)

2/7/2017

2/7/2020

4,079

283,919

RS(4)

2/7/2018

2/7/2020

2,756

191,831

RS(5)

2/6/2019

2/6/2020

2,673

183,221

RS(10)

2/7/2018

3/15/2020

1,222

42,874

RS(10)

2/6/2019

3/15/2020

2,372

83,222

RS(10)

3/4/2020

3/15/2020

6,434

225,737

TOTAL

 

 

32,807

1,934,531

William E. Brown

 

 

 

 

PB-TSR(1)

2/7/2017

2/7/2020

2,100

146,171

PB-FCF(2)

2/7/2017

2/7/2020

3,538

246,262

RS(3)

2/7/2017

2/7/2020

1,733

120,625

RS(4)

2/7/2018

2/7/2020

1,129

78,584

Special RS(6)

10/23/2018

10/23/2020

614

12,441

RS(5)

2/6/2019

2/6/2020

1,736

118,994

TOTAL

 

 

10,850

723,078

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Name

Grant Date

Vesting Date

Number of Shares

Acquired on Vesting

(#)

Value Realized on Vesting

($)

John A. Pilla

 

 

 

 

PB-TSR(1)

2/7/2017

2/7/2020

3,325

231,437

PB-FCF(2)

2/7/2017

2/7/2020

5,602

389,927

RS(3)

2/7/2017

2/7/2020

2,744

190,996

RS(4)

2/7/2018

2/7/2020

1,936

134,755

Special RS(6)

10/23/2018

10/23/2020

2,045

41,437

RS(5)

2/6/2019

2/6/2020

1,961

134,417

TOTAL

 

 

17,613

1,122,969

(1)

Represents shares under the 2017 PB-TSR with a performance period from January 1, 2017, to December 31, 2019.

(2)

Represents shares under the 2017 PB-FCF with a performance period from January 1, 2017, to December 31, 2019.

(3)

Represents shares vesting under the 2017 annual RS.

(4)

Represents shares vesting under the 2018 annual RS.

(5)

Represents shares vesting under the 2019 annual RS.

(6)

Represents shares vesting under a Special RS granted to the recipients in consideration of their performance or responsibilities, or for retention purposes.

(7)

Represents shares granted under the 2019 annual RS that were accelerated pursuant to the Garcia Agreement on January 31, 2020.

(8)

Represents shares vesting under Mr. Garcia’s Initial Sign-On RS that were accelerated pursuant to the Garcia Agreement on January 31, 2020.

(9)

Represents shares vesting under a Special RS that were accelerated pursuant to the Garcia Agreement on January 31, 2020.

(10)

Represents shares required to be withheld to satisfy tax obligations upon the date Mr. Hawkins became retirement eligible.

 

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Pension Benefits

The following table presents information concerning benefits payable under the Company’s PVP for Mr. Pilla, computed as of December 31, 2020. No other NEOs are entitled to receive any benefits under the PVP.

Name

Plan Name

Number of Years of

Credited Service

(1) 

Present Value of

Accumulated Benefit

($)

(2) 

John A. Pilla

PVP 

24.0875

 

879,374

 

(1)

Please note credited service was frozen in the PVP as of June 16, 2005. There is no policy that provides for granting extra years of credited service.

(2)

Present value was calculated based on the assumption that Mr. Pilla’s benefit commences at age 61.5. Key assumptions reflected in present value include a 2.31% discount rate, a cash balance interest crediting rate of 5.25%, and the life annuity form of payment. In order to determine changes in the present value reported in the “Summary Compensation Table,” the value was also calculated as of December 31, 2019. For values as of December 31, 2019, the discount rate was 3.19%. The present value was calculated assuming Mr. Pilla retires and commences receipt of benefits at age 61.5. The mortality assumption for the fiscal years ending December 31, 2019, and December 31, 2020, is Mercer’s MILES-2010 generational mortality table for the Auto, Industrial Goods, and Transportation group with the MMP-2019 improvement scale.

A significant portion of Spirit’s operations related to Boeing aerostructures was owned and controlled by Boeing until 2005. Boeing’s pension assets and liabilities were spun-off from Boeing’s qualified plans (each, a “Prior Plan”) into Spirit qualified plans for certain eligible Boeing employees who joined the Company. Credited service and benefit amounts under the Prior Plans were frozen as of June 16, 2005. Effective December 31, 2005, all Prior Plans were merged together into the PVP. The PVP is a frozen plan, so no additional employees may become participants in the PVP, and no current participants are accruing any additional benefits (except for the interest credits described below). The PVP is fully paid for by the Company, and the Company’s employees are vested after reaching five years of service.

Mr. Pilla is the only NEO who participates in the PVP. Mr. Pilla is fully vested in his benefits. Benefits under the PVP for Mr. Pilla are based upon heritage benefits transferred into the Prior Plan and a cash balance benefit. Heritage benefits were indexed (increased) for base pay increases from the date the heritage benefit transferred to the Prior Plan until June 16, 2005. Under the cash balance benefit formula, employees received benefit credits based on their age at the end of each plan year through June 16, 2005. The annual benefit credit was a specified percentage of eligible pay, ranging from 3% at ages younger than 30, to 11% upon reaching age 50. Eligible pay included base pay and executive incentive pay, limited to IRC Section 401(a)(17) limits. The benefit credits ceased upon freezing the Prior Plan; however, employees continue to receive interest credits each year. Interest credits are calculated by applying simple interest to the Prior Plan balance at the beginning of the year and are accrued until the pension benefit begins. Interest credits are based on the 30-year Treasury Rate as of November of the prior year, with a minimum of 5.25% and a maximum of 10%.

The PVP benefits are payable as a life annuity (other annuity options are also available). To determine a participant’s pension benefit, the participant’s accumulated benefits are divided by 11 and further divided by a factor of 12 to produce a monthly benefit.

The normal retirement age under the PVP is age 65. Participants who have at least 10 years of service and are at least age 55, or at least one year of service and are at least age 62, are eligible for early retirement. Mr. Pilla is currently 61.5 years of age and is eligible for early retirement. Projected annual benefits payable upon retirement as of December 31, 2020, are $48,380 for Mr. Pilla. If he retires at age 65, the annual benefit amount is $51,633. Note that, while Mr. Pilla is no longer serving as Senior Vice President and Chief Technology Officer, he continues to serve in a Senior Advisor role for the Company and has not retired.

We also maintain the SERP, which provides supplemental, nonqualified retirement benefits to executives who (i) had their benefits transferred from a Boeing nonqualified plan to the SERP, and (ii) did not elect to convert their SERP benefit into phantom stock units as of June 17, 2005. Benefits under this plan were also frozen as of the date of the Boeing acquisition. There are no SERP annuity benefits payable to any of the NEOs. Mr. Pilla was a participant in the SERP, but elected to convert his SERP benefit as of June 17, 2005, into 16,023 phantom stock units. For additional information, see “Nonqualified Deferred Compensation.”

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Nonqualified Deferred Compensation

The following table presents information concerning each of the Company’s defined contribution or other plans that provide for the deferral of compensation of the NEOs on a basis that is not tax-qualified. In addition, and as discussed above under “Pension Benefits,” Mr. Pilla was a participant in the SERP, but elected to convert his SERP benefit as of June 17, 2005, into 16,023 phantom stock units. Mr. Pilla’s vested and undelivered phantom stock units and accrued dividend equivalents are reflected below and may be settled in cash or shares on the earliest of his separation from service or a change in control (subject to the fulfillment of any applicable waiting period).

Name

Plan

Executive

Contributions

in Last FY

($)(1)

Registrant

Contributions

in Last FY

($)

(2) 

Aggregate

Earnings

in Last FY

($)

(3) 

Aggregate

Withdrawals/

Distributions

($)

Aggregate

Balance at

Last FYE

($)

 

Thomas C. Gentile III

DCP

 

600,000

 

48,780

 

 

2,537,882

(4) 

Jose I. Garcia

DCP

 

 

 

1,109

 

(101,109)

 

 

Samantha J. Marnick

DCP

 

100,000

 

10,612

 

 

536,754

(5)

John A. Pilla

DCP

26,000

 

 

7,995

 

 

379,313

(6)

 

SERP

 

 

 

(541,417) 

 

 

650,053

(7)

(1)

These amounts represent participant contributions to the DCP and are included in the “Salary” column of the “Summary Compensation Table.”

(2)

These amounts represent Company contributions to the DCP and are included in the “All Other Compensation” column of the “Summary Compensation Table.”

(3)

Under the DCP, these amounts represent earnings on DCP balances from January 1 to December 31, 2020, and are not included in the “Summary Compensation Table.” For Mr. Pilla’s balance under the SERP, represents a decrease in value equal to the change in market value of 16,023 phantom stock units and accrued dividend equivalents under the SERP from December 31, 2019, to December 31, 2020. The change in market value of the phantom stock units for Mr. Pilla was calculated using the closing prices of the Common Stock on December 31, 2019, and December 31, 2020, respectively.

(4)

This amount includes $1,800,000 consisting of aggregate Company contributions prior to 2020 (reported in the “Summary Compensation Table” of prior year’s proxy statements).

(5)

This amount includes $400,000 consisting of aggregate Company contributions prior to 2020 (reported in the “Summary Compensation Table” of prior year’s proxy statements).

(6)

This amount includes $339,349 consisting of aggregate individual contributions prior to 2020 (reported in the “Summary Compensation Table” of prior year’s proxy statements, when Mr. Pilla was a NEO).

(7)

Represents the sum of (i) $626,339 which represents the 16,023 phantom stock units under the SERP multiplied by $39.09, the closing price of the Common Stock on December 31, 2020, and (ii) $23,714 in accrued dividend equivalents on the phantom stock units through December 31, 2020.

More information on the DCP and SERP can be found under “Other Compensation Elements and Information” and “Potential Payments Upon Termination or Change in Control.” There were no “above-market” earnings (defined by SEC rule as that portion of interest that exceeds 120% of the applicable federal long-term rate) under the DCP during fiscal year 2020, as the Company used 120% of the applicable federal long-term rate to determine the amounts to be contributed.

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Potential Payments Upon Termination or Change in Control

While the Company does not maintain any specific change-in-control agreements or other similar plans or arrangements intended specifically to provide income protection for executive officers upon a change in control, the Company has several programs — Employment Agreements, the ACI, the LTIP, the Perquisite Plan, and the DCP — that deliver benefits upon certain types of termination or a change in control.

Information about these severance or change-in-control benefits is contained below, followed by a table summarizing the monetary benefits payable upon triggering events assumed to occur on December 31, 2020. As Mr. Garcia left the Company prior to December 31, 2020, his termination benefits are not included in such table, but the details of his separation agreement (and the compensation and payments made thereunder) are set forth under “Summary Compensation Table - Employment and Separation Agreements” and “Mr. Garcia’s Resignation During Fiscal Year 2020.”

Employment Agreements

Only the employment agreements of Messrs. Gentile and Suchinski provide for any payments to be made, or benefits provided, beyond the date of termination as of December 31, 2020. These benefits are paid only in the circumstances described below. Receipt of these benefits is conditioned upon the execution of a release of claims against the Company and satisfaction of certain covenants, including non-solicitation and non-competition covenants. Pursuant to Mr. Gentile’s and Mr. Suchinski’s employment agreement, the non-solicitation and non-competition covenants apply for one year post-termination if terminated without cause, or two years post-termination if terminated for any other reason.

Termination by the Company for Cause

Upon a termination for cause, Messrs. Gentile and Suchinski are only entitled to their compensation through the date of termination.

For Mr. Gentile, a “for cause” termination is defined as a termination resulting from the following:

commission of a material breach of the employment agreement, acts involving fraud, material and intentional dishonesty, material and intentional unauthorized disclosure of confidential information, a felony or other crime involving moral turpitude, or a material violation of Company policies;

direct and deliberate acts constituting a material breach of the duty of loyalty;

refusal or material failure (other than by reason of disability) to perform duties and responsibilities, if such refusal or failure is not remedied within 30 days after receipt of written notice thereof from the Board;

material underperformance, as reflected in two consecutive written performance reviews not less than six months apart; or

inability to obtain and maintain the appropriate level of U.S. security clearance.

For Mr. Suchinski, a “for cause” termination is defined as a termination resulting from the following:

commission of a material breach of the employment agreement that, if curable, is not cured within 10 business days after written notice thereof;

acts involving moral turpitude, including fraud, material and willful dishonesty, material and intentional unauthorized disclosure of confidential information, the commission of a felony or other crime involving moral turpitude, or material violation of Company policies;

direct and deliberate acts constituting a material breach of the duty of loyalty; or

willful or continuous refusal, or material failure, other than by reason of disability, to perform the duties reasonably assigned to Mr. Suchinski if such refusal is not remedied within 10 business days after written notice thereof.

Termination Without Cause

Upon a termination by the Company without cause, Messrs. Gentile and Suchinski are entitled to one year of their base salary in effect prior to termination and the costs of providing COBRA medical and dental benefits coverage over a period of 12 months for Mr. Gentile and 6 months for Mr. Suchinski.

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Long-Term Incentives under the Omnibus Incentive Plan

Pursuant to the provisions of the OIP, the LTIP, and/or the relevant award agreements, our NEOs are entitled to the following payments or benefits upon retirement, death or disability, or qualifying termination in connection with a change in control.

Retirement

Upon a participant’s termination due to “retirement,” the participant will (i) continue to vest in outstanding Time-Based Restricted Stock awards, and (ii) vest in a prorated portion of outstanding Performance-Based Restricted Stock awards (prorated based on the number of days continuously employed during the performance period) based on actual performance measured at the end of the applicable performance period. As of December 31, 2020, Mr. Hawkins was the only NEO who qualified for these benefits.

DeathorDisability

Upon a participant’s termination due to death or disability prior to vesting, the participant will (i) fully vest in his or her outstanding Time-Based Restricted Stock awards, and (ii) vest in a prorated portion of his or her outstanding Performance-Based Restricted Stock awards (prorated based on the number of days continuously employed during the performance period) based on target performance.

QualifyingTerminationinConnectionwithaChangeinControl

Each participant who incurs a “qualifying termination” will become fully vested upon termination of employment. If an award is subject to performance conditions, the portion that vests will, at the discretion of the Compensation Committee, be determined based upon actual performance through the date of the change in control (or, if later, the date of the qualifying termination) or, if the Compensation Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance. In addition, each such participant will also receive a cash award equal to the dollar value of the long-term incentive award that would have been made to the participant in the ordinary course of business within the 12-month period following the date of qualifying termination, based on the participant’s annual base pay in effect on the date of qualifying termination. 

Definitions:

“Qualifying termination” means the participant’s termination, either in anticipation of the change in control or during the period beginning 30 days before the date of the change in control and ending two years after the closing of the change in control, (i) by the Company without cause, or (ii) by the participant for good reason. 

“Cause” means that the Company has “cause” to terminate the employee, as defined in any applicable employment or consulting agreement, or any of the following has occurred:

gross negligence or willful misconduct in the exercise of responsibilities;

breach of fiduciary duty;

material breach of any provision of an employment contract or consulting agreement;

the commission of a felony crime or crime involving moral turpitude;

theft, fraud, misappropriation, or embezzlement (or reasonable suspicion of the same);

willful violation of any federal, state, or local law (except traffic violations and other similar matters not involving moral turpitude); or

refusal to obey any resolution or direction of the participant’s supervisor or the Board.

“Good reason” means a voluntary termination within 90 days after the participant is assigned to a diminished position (provided certain conditions are met).

“Diminished position” means a position that reflects any of the following changes or actions, unless the participant has consented to the change or action in writing:

a material diminution in the participant’s base compensation, authority, duties, responsibilities, or associated job title;

relocation of the participant’s principal office to a location that is greater than 50 miles from the location of the participant’s principal office immediately before such relocation; or

any action or inaction with respect to the terms and conditions of the participant’s service that constitutes a material breach by the Company of any written agreement between the participant and the Company.

“Retirement” is defined as:

For purposes of the 2018 Long-Term Incentives, termination on or after the date when the grantee has attained age 62; and

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For purposes of all Long-Term Incentives issued after 2018, termination on or after the date when the grantee has attained age 62, other than a termination by the Company for cause or termination by the Company at the time cause exists.

A “change-in-control” is

(1)

a transaction pursuant to which a person, or more than one person acting as a group, acquires more than 50% of the Common Stock; or

(2)

a merger or consolidation involving the Company in which the Company is not the surviving entity, or

(3)

a transaction that is a sale of all or substantially all of the Company’s assets if all or substantially all the proceeds from such transaction are distributed to the stockholders of the Company.

Perquisite Plan

Upon the occurrence of a change in control of the Company, a participant who incurs a qualifying termination (as defined under the OIP above) either in anticipation of the change in control or during the period beginning 30 days before the change in control and ending two years after the closing of the change in control, is entitled to receive a cash award equal to (i) any remaining unused portion of the participant’s allowance for the calendar year in which the qualifying termination occurs, plus (ii) an amount equal to 100% of the participant’s allowance for the calendar year in which the qualifying termination occurs.

Deferred Compensation Plan

Individuals participating in the DCP are entitled to receive payment of amounts credited to their deferred compensation accounts under the DCP upon a separation from service (subject to the expiry of any applicable waiting period). However, in the event of a termination for cause (as defined under the OIP), no amounts credited to the employer-match account or employer discretionary contribution amount shall be payable to the participant. Payment to a participant of any employer-matching or discretionary contributions made under the DCP is subject to compliance by the participant with non-competition, non-solicitation, and confidentiality requirements during the term of the participant’s employment and for so long as the participant receives payments under the DCP. The descriptions of the amounts payable by the Company that are included in the section entitled “Nonqualified Deferred Compensation” are incorporated by reference herein. DCP amounts are excluded from the table below because, while certain DCP benefits may become payable upon a separation from service, no DCP benefits are enhanced or accelerated as a result of a termination of employment or change in control.

SERP

Pursuant to the SERP, Mr. Pilla holds 16,023 phantom stock units. Upon any termination of employment (including for cause) or change in control, Mr. Pilla is entitled to receive payment with respect to each of those phantom stock units in an amount equal to (i) the market value of one share of the Common Stock (determined as of the business day immediately preceding the date of payment), plus (ii) the amount of all dividends (other than stock dividends), if any, actually paid on one share of the Common Stock during the period from June 16, 2005, through the date payment is made. A “Change in Control’’ under the SERP is a transaction pursuant to which a person acquires (i) more than 50% of the total voting power of the Common Stock, or (ii) all or substantially all the assets of the Company or Spirit AeroSystems, Inc., and all or substantially all the proceeds from such transaction are distributed to the stockholders of the Company. Payment under the SERP will be made in a single lump sum in cash or Common Stock following the change in control or separation from service. Since Mr. Pilla’s SERP phantom stock units are fully vested, they are excluded from the table below.

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Summary Table-Potential Payments Upon Termination or Change-in-Control

The following table summarizes the value of compensation and benefits payable to each NEO upon termination that would exceed the compensation or benefits generally available to salaried employees. Benefits and payments are calculated using a termination date of December 31, 2020. For equity valuation purposes, the table below uses $39.09, the closing price of the Common Stock on December 31, 2020. For purposes of presenting amounts payable over a period of time (e.g. salary continuation), the amounts are shown as a single total but not as a present value (i.e., the single sum does not reflect any discount). Mr. Garcia is not included below as he was not serving as a NEO on December 31, 2020.

Name

Severance

($)

(1) 

 

RS

($)

(2) 

 

PB-TSR and

PB-FCF(3)

($)

 

Cash Award 

under LTIP

($)

(4) 

 

Perquisite

Plan

($)

(5) 

 

Other

($)

(6) 

 

Total(7) 

($)

 

Thomas C. Gentile III

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination without Cause

1,300,000

 

 

 

 

 

 

 

 

 

14,448

 

1,314,448

 

Change in Control and Qualifying Termination

1,300,000

 

5,055,158

 

 

 

7,150,000

 

25,000

 

14,448 

 

13,544,606

 

Death or Disability

 

 

5,055,158

 

2,691,858

 

 

 

 

 

 

 

7,747,016

 

Mark J. Suchinski

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination without Cause

500,000

 

 

 

 

 

 

 

 

 

7,224

 

507,224

 

Change in Control and Qualifying Termination

500,000

 

572,473

 

 

 

875,000

 

13,000

 

7,224

 

1,967,697

 

Death or Disability

 

 

572,473

 

211,182

 

 

 

 

 

 

 

783,655

 

Samantha J. Marnick

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Control and Qualifying Termination

 

 

836,643

 

 

 

1,426,000

 

13,000

 

 

 

2,275,643

 

Death or Disability

 

 

836,643

 

446,285

 

 

 

 

 

 

 

1,282,798

 

Duane F. Hawkins

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination without Cause

 

 

491,557

 

 

 

 

 

 

 

 

 

491,557

 

Change in Control and Qualifying Termination

 

 

491,557

 

 

 

1,230,500

 

13,000

 

 

 

1,735,057

 

Death or Disability

 

 

491,557

 

487,667

 

 

 

 

 

 

 

979,224

 

Qualifying Retirement/Retirement

 

 

491,557

 

 

 

 

 

 

 

 

 

491,557

 

William E. Brown

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Control and Qualifying Termination

 

 

571,848

 

 

 

799,000

 

13,0

00

 

 

1,383,848

 

Death or Disability

 

 

571,848

 

270,334

 

 

 

 

 

 

 

842,181

 

John A. Pilla

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Termination without Cause

235,548

 

724,650

 

 

 

 

 

 

 

651,661

 

1,611,859

 

Change in Control and Qualifying Termination

235,548

 

724,650

 

 

 

902,500

 

 

 

651,661

 

2,514,359

 

Death or Disability

 

 

724,650

 

351,730

 

 

 

 

 

 

 

1,076,381

 
(1)

Under the “Termination without Cause” row, represents 12 months of annual base salary pursuant to their Messrs. Gentile’s and Suchinski’s employment agreements and the payment of Mr. Pilla’s salary as a Senior Advisor through July 1, 2021. Under the “Change-in-Control and Qualifying Termination” row, assumes a termination by the Company without cause under their respective employment agreements.

(2)

Represents a cash amount equal to all unvested RSs multiplied by $39.09. Mr. Hawkins became retirement eligible in 2020 and, accordingly, will continue to vest in the RS even if he departs the Company (except under certain circumstances).

(3)

Under the “Change-in-Control and Qualifying Termination” row, represents the sum of cash amounts equal to the target amount of unvested PB-TSRs and PB-FCFs multiplied by $39.09 and multiplied by 0%, the projected payout for each award as of December 31, 2020. Under the “Death or Disability” row, represents a prorated cash amount equal to the number of target shares in the unvested PB-TSRs and PB-FCFs multiplied by $39.09. Under the “Qualifying Retirement/Retirement” row, represents a prorated cash amount equal to the number of target shares in the unvested PB-TSRs and PB-FCFs multiplied by $39.09 and multiplied by 0%, the project payout for each award as of December 31, 2020. Under Mr. Pilla’s “Termination without Cause” row, represents a prorated cash amount equal to the number of target shares in the unvested PB-TSRs and PB-FCFs multiplied by $39.09 and multiplied by 0%, the project payout for each award as of December 31, 2020.

(4)

Represents a cash amount equal to the value of the full-year long-term incentive that would have been made to such NEO in the ordinary course of business within the 12-month period following the date of the change-in-control and qualifying termination based on the participant’s annual base pay in effect on such date.

 
(5)

Represents a cash award of the allowance the NEO would receive for 2021.

(6)

Represents 12 months of COBRA benefits for Mr. Gentile and 6 months of COBRA benefits for Mr. Suchinski under their respective employment agreements. (7)For Mr. Pilla includes (i) $475,000 in consulting payments under the Pilla Agreement, and (ii) $176,661 as a 2021 ACI payment, using the target amount (performance could exceed the target as the payment is based upon actual performance).

(7)

For Messrs. Gentile and Pilla and Ms. Marnick, excludes the balance of the amounts deferred under the DCP, the value of which is reported at “Nonqualified Deferred Compensation.” For Mr. Pilla, excludes the fully-vested SERP phantom stock units, the present value of which is reported at “Nonqualified Deferred Compensation,” and payments under the PVP, the present value of which are reported at “Pension Benefits.” For “Change-in-Control and Qualifying Termination,” assumes a termination by the Company without cause under their respective employment agreements.

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Mr. Garcia’s Resignation During Fiscal Year 2020

As described above, under “Summary Compensation Table – Employment and Separation Agreements – Mr. Garcia’s Employment Agreement and Resignation Agreement,” Mr. Garcia resigned from the Company on January 29, 2020. The descriptions therein of the amounts received by Mr. Garcia in connection with his resignation is incorporated into this description by reference and quantified in the table below.

Name

Severance

($)(1)

ACI for 2019

($)(2)

RS ($)(3)

PB-TSR and

PB-FCF ($)(4)

COBRA

Coverage

($)(5)

Outplacement

($)(6)

Other(7)

Total ($)

Jose I. Garcia

615,000

615,000

1,439,059

 

20,000

75,000

918,074

3,682,133

(1)

Represents a cash amount equal to one year of Mr. Garcia’s annual base salary applicable on the date of his resignation.

(2)

Represents the payment of Mr. Garcia’s ACI award for 2019.

(3)

Represents accelerated vesting as of January 31, 2020, with respect to 10,861 shares underlying the Initial Sign-On RS award, 5,880 shares of a Special RS award, and 5,344 shares, of the 2019 RS award, calculated based on the average of the opening and closing prices of the Common Stock on January 31, 2020.

(4)

Mr. Garcia is entitled to continued vesting (upon the contractual vesting date) with respect to 1,321 shares (based on target performance) of the 2019 PB-TSR and 1,810 shares (based on target performance) of the 2019 PB-FCF, subject to the Company’s certification of the satisfaction of applicable performance criteria. Because the ultimate amount, if any, that may become payable under these awards is based on future performance and, as of December 31, 2020, management does not believe the 2019 PB-TSR and PB-FCF will pay out, the table above does not include any amounts to be realized from the continued vesting of these awards.

(5)

Represents COBRA coverage paid under the Garcia Agreement.

(6)

Represents reimbursement of reasonable and documented career transition services through July 31, 2020.

(7)

Represents sum of (i) cash in lieu of 2020 long-term incentive grants ($409,590), (ii) cash in lieu of Mr. Garcia’s Subsequent Sign-On Award ($500,000), and (iii) $8,484 in dividends paid on accelerated shares described under footnote (3).

 

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2020 CEO Pay Ratio

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of annual total compensation of our median employee and the annual total compensation of our President and CEO. For 2020, our last completed fiscal year, our ratio as calculated pursuant to Item 402(u) was as follows:

The 2020 annual total compensation of the Company’s CEO was $10,454,350.

The 2020 annual total compensation of the median employee (excluding the CEO) was $64,775.

Based on this information, for 2020, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was reasonably estimated to be 161:1.

Determining the Median Employee

The Company believes that the ratio of pay included above is a reasonable estimate calculated in a manner consistent with applicable SEC rules.

Due to significant changes in the Company’s employee population in 2020 and as a result of workforce reductions due to impacts from the B737 MAX grounding and the COVID-19 pandemic, and the closing of the Bombardier acquisition, the Company determined that it was necessary to identify a new median employee for 2020. To identify the median employee for 2020, we reviewed base pay to all of our employees as of December 31, 2020 (the “Pay Ratio Employee Population”). We used base pay as our compensation measure to avoid variations in pay due to overtime worked or other items that may yield one-time pay increases. As a result of such review, we identified the 50 middlemost employees of the Pay Ratio Employee Population. Subsequently, we reviewed the base pay of each of those 50 employees as of December 31, 2020, as reflected in the Company’s payroll records. Comparing the base pay of each of the 50 employees, we identified the eight middlemost employees. For 2020, we studied each of the eight employees’ base pay and variable pay for the year of performance to determine the median and eliminated seven employees from the group. The remaining employee from that analysis is our median employee for 2020.

The Pay Ratio Employee Population included all U.S. and non-U.S. individuals employed by the Company on a full-time, part-time, seasonal, or temporary basis as of December 31, 2020 (including after giving effect to the Bombardier Acquisition). Further, the Pay Ratio Employee Population excluded independent contractors and leased workers who provide services to the Company but are employed, and whose compensation is determined, by an unaffiliated third party.

In calculating base pay for the Pay Ratio Employee Population and the group of eight employees, we did not make any assumptions, adjustments (including cost of living adjustments), or estimates with respect to compensation, and we did not annualize compensation for any full-time employees who were not employed by us for all of 2020 through December 31, 2020. As required by SEC rules, after identifying our median employee, we calculated annual total compensation for both our median employee and our CEO using the same methodology that we used to determine our NEOs’ annual total compensation for the “Summary Compensation Table.”

Given the different methodologies that companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.

Compensation Committee Report

The Compensation Committee establishes and oversees the design and functioning of the Company’s executive compensation program. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section in this Proxy Statement with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2021 Annual Meeting of Stockholders, and also be incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year 2020.

CompensationCommittee

Paul E. Fulchino, Chairman
Charles L. Chadwell
Robert D. Johnson

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Overview

Ernst & Young LLP (“E&Y”) conducted the audit of the Company’s accounts for fiscal year 2020. The Audit Committee has selected E&Y as the Company’s independent registered public accounting firm for fiscal year 2021, and the Board is asking the Company’s stockholders to ratify that selection. The Company expects that representatives of E&Y will be present at the Annual Meeting and they may make a statement if they desire to do so. Further, the Company expects that such representatives will be available to respond to appropriate questions.

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 3. With respect to Proposal 3, a stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will be counted as present at the Annual Meeting; therefore, they will have the effect of votes “AGAINST” Proposal 3. Proposal 3 is considered a routine matter under NYSE rules. As a result, brokers who do not receive voting instructions generally may vote on Proposal 3 in their discretion. Unless otherwise instructed, the proxy holders will vote proxies received by them “FOR” the proposal.

If a majority of votes cast on this matter are not cast in favor of the selection of E&Y, the Audit Committee will reconsider the selection of such firm as the Company’s independent registered public accounting firm. Even if the Company’s stockholders vote on an advisory (non-binding) basis in favor of the selection, the Audit Committee may, in its discretion, direct the selection of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders.

   The Board recommends you vote “FOR” the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021.

Pre-Approval Policy

The Audit Committee has adopted a policy governing the pre-approval of all audit and permissible non-audit services provided by the independent registered public accounting firm. Under this policy, the Audit Committee has delegated approval authority to the Chair of the Audit Committee, provided the Chair reports all pre-approval decisions in writing to the Audit Committee, and the decisions are discussed at the Audit Committee’s next scheduled meeting. For the fiscal years ended December 31, 2019, and December 31, 2020, all of the Company’s audit and permissible non-audit services provided by E&Y were pre-approved by the Audit Committee.

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Audit and Other Fees

The fees incurred by the Company, including its majority-owned subsidiaries, for services provided by E&Y in 2020 and 2019 are set forth below. The Audit Committee concluded that the provision of the non-audit services listed below was compatible with E&Y’s independence.

 

December 31,

(Dollars in thousands)

2019

($)

2020

($)

Audit Fees(1)

4,480.8

4,630.0

Audit-Related Fees(2)

628.4

140.0

Tax Fees(3)

172.0

10.0

All Other Fees(4)

7.2

7.2

TOTAL

5,288.4

4,787.2

(1)

Represents fees and expenses for professional services provided in connection with the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements, statutory audits, and advice on accounting matters directly related to the audit.

(2)

For 2020, represents fees related to comfort letters. For 2019, represents fees related to merger and acquisition analysis.

(3)

Represents fees and expenses for tax consultations and advice related to compliance with tax laws and tax-planning strategies.

(4)

Represents fees related to research tools.

Audit Committee Report

ThefollowingreportoftheAuditCommitteedoesnotconstitutesolicitingmaterialandshouldnotbedeemedfiledorincorporatedbyreferenceintoanyfuturefilingsundertheSecuritiesActortheExchangeAct,excepttotheextentwespecificallyincorporatethisreportbyreference.

The Audit Committee currently consists of four non-employee directors. Each of the Audit Committee members satisfies the NYSE’s requirements with respect to independence and financial literacy. Ms. Esteves, Ms. Wright, and Mr. Plueger qualify as audit committee financial experts as defined by the SEC. The responsibilities of the Audit Committee are set forth in its charter, which is available at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx. The Audit Committee’s responsibilities include the appointment, compensation, and oversight of the independent registered public accounting firm. The Audit Committee met 15 times in 2020.

The Company’s management is responsible for preparing and presenting the Company’s consolidated financial statements, and developing and maintaining the Company’s system of internal control over financial reporting. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of this system. E&Y, the Company’s independent registered public accounting firm for 2020, is responsible for auditing the Company’s consolidated financial statements and issuing an opinion as to whether the financial statements fairly present the Company’s financial position in conformity with U.S. generally accepted accounting principles. E&Y is also responsible for auditing the Company’s internal control over financial reporting.

In fulfilling its oversight responsibilities, the Audit Committee has:

Reviewed and discussed with management and E&Y the Company’s audited financial statements as of and for the year ended December 31, 2020, as well as the representations of management regarding the Company’s internal control over financial reporting;

Reviewed and discussed with E&Y the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

Received and reviewed the written disclosures and the letter from E&Y required by applicable requirements of the PCAOB regarding E&Y’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with E&Y its independence from the Company and its management.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, for filing with the SEC, and the Board approved the Audit Committee’s recommendation. The Audit Committee selected E&Y as the Company’s independent registered public accounting firm for fiscal year 2021.

AuditCommittee
Irene M. Esteves, Chair
Stephen A. Cambone
John L. Plueger
Laura H. Wright

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Stockholder Proposal

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California, 90278, beneficial owner of 200 shares of Common Stock, is the proponent of the following stockholder proposal:

Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access.

The current arbitrary ration of 20 shareholders to initiate shareholder proxy access can be called Catch-22 Proxy Access. To assemble 20 shareholders, who have owned 3% of company stock for an unbroken 3-years, one would reasonably need to start with 60 activist shareholders who own 9% of company stock for an unbroken 3-years because initiating proxy access is a complicated process that is easily susceptible to errors. It is also highly susceptible to dropouts.

The 60 activist shareholders could then be whittled down to 40 shareholders because some shareholders would be unable to timely meet all the paper chase requirements. After the 40 shareholders submit their paperwork to management – then management might arbitrarily claim that 10 shareholders do not meet the requirements (figuring that shareholders do not want a battle in court) and management might convince another 10 shareholders to drop out – leaving 20 shareholders. But the current bylaws do not allow 40 shareholders to submit their paperwork to management to end up with 20 qualified shareholders.

And 60 shareholders who own 9% of company stock for an unbroken 3-years might determine that they own 51% of company stock when length of unbroken stock ownership is factored out.

But how does one begin to assemble a group of 60 potential participants if potential participants cannot even be guaranteed participant status after following the tedious rules that are 2700-words of dense legalese – because a single shareholder always takes the risk that one will be the 21st shareholder that could be eliminated after a substantial investment of time by the arbitrary ration of 20 shareholders. Thus, our current proxy access is proxy access that comes with its own poison pill.

More emphasis should be given to improving proxy access because of new limitations on shareholder rights. The shareholder right to call a special meeting has taken a big hit due to the avalanche of online shareholder meetings that can now be tightly controlled bare bones meetings where all challenging questions and comments are screened out by management.

For instance the Goodyear shareholder meeting was spoiled by a trigger-happy management mute button for shareholders that was used to quash constructive criticism. AT&T would not even allow shareholders to speak.

Please see: Goodyear’s virtual meeting creates issues with shareholder https://www.crainscleveland.com/manufacturing/goodyears-virtual-meeting-creates-issues-shareholder

Please see: AT&T investors denied a dial-in as annual meeting goes online

https://whbl.com/2020/04/17/att-investors-denied-a-dial-in-as-annual-meeting-goes-online/1007928/

Adoption of this proposal might incentivize the Chair of our Audit Committee Ms. Irene Esteves to perform better in regard to shareholder voting. Ms. Esteves received the highest 2020 negative director votes – 70-times higher than 3 of her director peers.

Please vote yes: Improve Our Catch-22 Proxy Access – Proposal 4.

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The Board of Directors’ Statement in Opposition

After consideration, the Board of Directors has concluded that the adoption of this proposal is not in the best interests of our stockholders.

The Company is committed to robust corporate governance practices and stockholder rights with appropriate safeguards against abuse. In November 2016, after careful consideration, the Board adopted its proxy access bylaw. The bylaw permits a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years, to nominate and include in the Company’s proxy materials directors constituting up to the greater of 2 individuals or 20% of the Company’s Board of Directors, provided that the stockholder(s) and nominee(s) satisfy certain requirements set forth in our bylaws. The Board believes that the Company’s current proxy access bylaw, including the maximum stockholder group size that Proposal 4 seeks to effectively eliminate, provides meaningful and robust proxy access rights to our stockholders with appropriate safeguards against abuse by individuals with special interests that are not shared by a significant percentage of our stockholders. Further, a majority of our peer group and S&P 500 index companies that have adopted proxy access bylaws also set forth a maximum stockholder group size for the purposes of meeting the ownership threshold of 3%. Implementation of the change sought by Proposal 4 would make the Company an outlier among public companies that have adopted proxy access.

Overall, our proxy access bylaw is well within the mainstream of public company practices and it shares similar features with the proxy access bylaws of many other companies. We strongly believe that revising the maximum stockholder group size could have unintended effects that could negatively impact stockholder value, including promoting the use of proxy access to lay the groundwork for effecting a change of control; encouraging the pursuit of special interests at the expense of a holistic, long-term strategic view; or otherwise disrupting the effective functioning of the Board. Moreover, the Board believes that it is sensible to impose a reasonable limit on the number of stockholders that may aggregate their ownership for the purposes of meeting the ownership threshold in order to simplify the proxy access process, both for stockholders and for the Company. With each stockholder who is added to the proxy access process, additional time and resources by the Board and Governance Committee will be required in order to evaluate the stockholder’s eligibility. The Board also believes that a limit of 20 stockholders provides our investors with significant flexibility without unduly increasing the risk that activists will attempt to use the provision to engage in investor solicitation without complying with federal securities laws. In addition, we note that the current proxy access bylaw does not prevent a group of stockholders from evaluating their eligibility prior to submitting a proxy access request to the Company, thereby increasing the likelihood of their success.

The Board believes that the Company’s current proxy access bylaw reflects an appropriate balance between stockholder rights and mitigating the risk of the misuse of the proxy access right, and that it is fair to both the Company and its stockholders. Our Board has also shown an ongoing commitment to having effective, balanced corporate governance while also continually engaging with stockholders. The Board continues to believe that these objectives are being achieved through the Company’s current governance processes and that changing our proxy access framework, as outlined by the proposal, is unnecessary, unwarranted, and potentially detrimental to stockholder value.

For the reasons noted above, the Board requests that you vote “AGAINST” the foregoing stockholder proposal, Proposal 4.

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 4. With respect to Proposal 4, a stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions and broker non-votes will be counted as present at the Annual Meeting; therefore, they will have the effect of votes “AGAINST” Proposal 4.

Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on non-routine 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 4 if you want your broker to vote your shares on the matter.

   TheBoardrecommendsthatyouvote“AGAINST”theforegoingstockholderproposal.

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     78


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GENERAL INFORMATION

Questions and Answers About the Annual Meeting and Voting

Why am I being asked to vote?

The Company’s Board of Directors is asking you to vote with respect to proposals being presented at the Company’s Annual Meeting. This Proxy Statement includes information that is relevant to the proposals to be voted on at the Annual Meeting and is otherwise required by SEC rules. The Annual Meeting will take place virtually on April 28, 2021, at 11:00 a.m. Central Time. See “How can I vote my shares before the Annual Meeting?” and “How can I vote my shares during the Annual Meeting?” below for information on how you can vote your shares.

What is included in these materials?

These materials include:

The Proxy Statement for the 2021 Annual Meeting of Stockholders; and

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

If you wish to receive printed versions of the above, please reference “How do I request a printed set of proxy materials?”

Who can vote at the Annual Meeting?

You are entitled to vote if our records show that you were a stockholder of record as of the Record Date, March 2, 2021. On the Record Date, there were 105,440,975 shares of Common Stock outstanding. Each outstanding share of Common Stock is entitled to one vote.

Why is the Annual Meeting being held in a virtual format?

The Annual Meeting will be conducted virtually via live audio webcast. We are conducting the Annual Meeting solely online due to the continuing impact of and uncertainty surrounding the COVID-19 pandemic and to support the health and well-being of our stockholders; however, we also believe a virtual format facilitates stockholder attendance and participation by leveraging technology to allow us to communicate more effectively and efficiently with our stockholders. For example,

WeEncourageQuestions. Stockholders may submit questions before the meeting and during the meeting by following the instructions under “How can I submit questions for the Annual Meeting?”

WeBelieveinTransparency. Although the live audio webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to our Investor Relations website at http://investor.spiritaero.com/news-presentations/Presentations/default.aspx.

WeProactivelyTakeStepstoFacilitateYourParticipation. During the Annual Meeting, technicians will be available to assist you with technical difficulties. Anyone who has technical difficulties accessing or using www.virtualshareholdermeeting.com/SPR2021 during the Annual Meeting should call the technical support number on the website. The virtual meeting site is supported on browsers (e.g., Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Each participant should ensure strong Wi-Fi or other internet connection.

The Company is committed to returning to in-person annual stockholder meetings as soon as practicable.

SPIRIT AEROSYSTEMS - 2021 Proxy Statement     79


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Why did I receive a Notice and not a full set of materials?

We deliver our proxy materials to stockholders primarily over the internet by using “notice and access” delivery, rather than mailing paper copies to each stockholder. Using this method has reduced our printing and mailing costs and the impact of our Proxy Statement on the environment. If you received a Notice by mail or email, you will not receive a paper copy of the proxy materials or Annual Report unless you request one. Instead, the Notice will tell you how to access these materials over the internet. If you received a Notice and would like to request a full set of printed materials, you may do so by following the instructions provided under “How do I request a printed set of proxy materials?”

If you are a beneficial owner, the Notice has been forwarded to you by your broker or bank, who is considered, with respect to your shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record as to how to vote your shares.

How do I view the Proxy Statement online?

Go to www.proxyvote.com and follow the instructions to view the materials.

How do I request a printed set of proxy materials?

You can easily request a paper copy of the proxy materials at no cost to you using one of the following methods:

BYINTERNET

BYEMAIL

BYPHONE

Visit www.proxyvote.com

To sendmaterial@proxyvote.com

Toll-free at 1-800-579-1639 Spirit AeroSystems 2022 Proxy Statement 57 COMPENSATION DISCUSSION AND ANALYSIS (continued)

You will need to provide the 16-digit voting control number printed in the box marked by the arrow located on the Notice. When sending your request by email, send a blank email with the 16-digit voting control number in the subject line.

How can I vote my shares before the Annual Meeting?

BYINTERNET

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58 Spirit AeroSystems 2022 Proxy Statement Employment and Separation Agreements Spirit has employment agreements with all of its currently employed NEOs. A brief description of the material terms of Messrs. Gentile’s and Suchinski’s agreements is below. While Ms. Marnick, Mr. Hawkins, and Mr. Matthies have employment agreements with the Company, their roles and compensation have significantly changed 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.” 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 (and continues to be) 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 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. Mr. Gentile’s compensation has not been increased since February 2019. 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. Suchinski’s Employment Agreement On January 29, 2020, we entered into an employment agreement with Mr. Suchinski with respect to his position as Senior Vice President and Chief Financial Officer. Pursuant to the employment agreement, Mr. Suchinski received a base salary of $500,000 per year. In addition, Mr. Suchinski was eligible for an ACI equal to 100% of his base salary, and an annual target LTIP award equal to 175% of his base salary. Effective January 26, 2021, after a compensation and performance review, Mr. Suchinski’s base salary increased to $525,000, and his annual target LTIP award increased to 200% of his annual base salary. Effective October 1, 2021, after a compensation and performance review, Mr. Suchinski’s base salary increased to $550,000, and his annual target LTIP award increased to 220% of his annual base salary. Potential payments and termination events under Mr. Suchinski’s employment agreement are described under “Potential Payments Upon Termination or Change in Control — Employment Agreements.” Potential Payments Upon Termination or Change in Control While the Company does not maintain any specific change in control agreements or other similar plans or arrangements intended specifically to provide income protection for executive officers upon a change in control, the Company has several programs — Employment Agreements, the ACI, the LTIP, the Perquisite Plan, and the DCP — that deliver benefits upon certain types of termination or a change in control. Information about these severance or change in control benefits is contained below, and in the table above titled “Potential Payments Upon Termination or Change in Control” summarizing the monetary benefits payable upon triggering events assumed to have occurred on December 31, 2021. COMPENSATION DISCUSSION AND ANALYSIS (continued)

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Employment Agreements Only the employment agreements of Messrs. Gentile and Suchinski provide for any payments to be made, or benefits provided, beyond the date of termination as of December 31, 2021. These benefits are paid only in the circumstances described below. Receipt of these benefits is conditioned upon the execution of a release of claims against the Company and satisfaction of certain covenants, including non-solicitation and non-competition covenants. Pursuant to Mr. Gentile’s and Mr. Suchinski’s employment agreement, the non-solicitation and non-competition covenants apply for one year post- termination if terminated without cause, or two years post-termination if terminated for any other reason. Termination by the Company for Cause Upon a termination for cause, Messrs. Gentile and Suchinski are only entitled to their compensation through the date of termination. For Mr. Gentile, a “for cause” termination is defined as a termination resulting from the following: commission of a material breach of the employment agreement, acts involving fraud, material and intentional dishonesty, material and intentional unauthorized disclosure of confidential information, a felony or other crime involving moral turpitude, or a material violation of Company policies; direct and deliberate acts constituting a material breach of the duty of loyalty; refusal or material failure (other than by reason of disability) to perform duties and responsibilities, if such refusal or failure is not remedied within 30 days after receipt of written notice thereof from the Board; material underperformance, as reflected in two consecutive written performance reviews not less than six months apart; or inability to obtain and maintain the appropriate level of U.S. security clearance. For Mr. Suchinski, a “for cause” termination is defined as a termination resulting from the following: commission of a material breach of the employment agreement that, if curable, is not cured within 10 business days after written notice thereof; acts involving moral turpitude, including fraud, material and willful dishonesty, material and intentional unauthorized disclosure of confidential information, the commission of a felony or other crime involving moral turpitude, or material violation of Company policies; direct and deliberate acts constituting a material breach of the duty of loyalty; or willful or continuous refusal, or material failure, other than by reason of disability, to perform the duties reasonably assigned to Mr. Suchinski if such refusal is not remedied within 10 business days after written notice thereof. Termination without Cause Upon a termination by the Company without cause, Messrs. Gentile and Suchinski are entitled to one year of their base salary in effect prior to termination and the costs of providing COBRA medical and dental benefits coverage over a period of 12 months for Mr. Gentile and six months for Mr. Suchinski. Long-Term Incentives under the Omnibus Incentive Plan Pursuant to the provisions of the OIP, the LTIP, and/or the relevant award agreements, our NEOs are entitled to the following payments or benefits upon retirement, death or disability, or qualifying termination in connection with a change in control. Retirement Upon a participant’s termination due to “retirement,” the participant will (i) become 100% vested in outstanding Time- Based Restricted Stock Unit and Restricted Stock awards, and (ii) vest in a prorated portion of outstanding Spirit AeroSystems 2022 Proxy Statement 59 COMPENSATION DISCUSSION AND ANALYSIS (continued)

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60 Spirit AeroSystems 2022 Proxy Statement Performance-Based Restricted Stock awards (prorated based on the number of days continuously employed during the performance period) based on actual performance measured at the end of the applicable performance period. As of December 31, 2021, Mr. Hawkins was the only NEO who qualified for these benefits. Death or Disability Upon a participant’s termination due to death or disability prior to vesting, the participant will (i) fully vest in his or her outstanding Time-Based Restricted Stock Unit and Restricted Stock awards, and (ii) vest in a prorated portion of his or her outstanding Performance-Based Restricted Stock Unit and Restricted Stock awards (prorated based on the number of days continuously employed during the performance period) based on target performance. Qualifying Termination in Connection with a Change in Control Each participant who incurs a “qualifying termination” will become fully vested upon termination of employment. If an award is subject to performance conditions, the portion that vests will, at the discretion of the Compensation Committee, be determined based upon actual performance through the date of the change in control (or, if later, the date of the qualifying termination) or, if the Compensation Committee determines that measurement of actual performance cannot be reasonably assessed, the assumed achievement of target performance. In addition, each such participant will also receive a cash award equal to the dollar value of the long-term incentive award that would have been made to the participant in the ordinary course of business within the 12-month period following the date of qualifying termination, based on the participant’s annual base pay in effect on the date of qualifying termination. Definitions: “Qualifying termination” means the participant’s termination, either in anticipation of the change in control or during the period beginning 30 days before the date of the change in control and ending two years after the closing of the change in control, (i) by the Company without cause, or (ii) by the participant for good reason. “Cause” means that the Company has “cause” to terminate the employee, as defined in any applicable employment or consulting agreement, or any of the following has occurred: gross negligence or willful misconduct in the exercise of responsibilities; breach of fiduciary duty; material breach of any provision of an employment contract or consulting agreement; the commission of a felony crime or crime involving moral turpitude; theft, fraud, misappropriation, or embezzlement (or reasonable suspicion of the same); willful violation of any federal, state, or local law (except traffic violations and other similar matters not involving moral turpitude); or refusal to obey any resolution or direction of the participant’s supervisor or the Board. “Good reason” means a voluntary termination within 90 days after the participant is assigned to a diminished position (provided certain conditions are met). “Diminished position” means a position that reflects any of the following changes or actions, unless the participant has consented to the change or action in writing: a material diminution in the participant’s base compensation, authority, duties, responsibilities, or associated job title; relocation of the participant’s principal office to a location that is greater than 50 miles from the location of the participant’s principal office immediately before such relocation; or any action or inaction with respect to the terms and conditions of the participant’s service that constitutes a material breach by the Company of any written agreement between the participant and the Company. COMPENSATION DISCUSSION AND ANALYSIS (continued)

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“Retirement” is defined as: For purposes of the 2018 Long-Term Incentives, termination on or after the date when the grantee has attained age 62; and For purposes of all Long-Term Incentives issued after 2018, termination on or after the date when the grantee has attained age 62, other than a termination by the Company for cause or termination by the Company at the time cause exists. A “change-in-control” is (1) a transaction pursuant to which a person, or more than one person acting as a group, acquires more than 50% of the Common Stock; or (2) a merger or consolidation involving the Company in which the Company is not the surviving entity; or (3) a transaction that is a sale of all or substantially all of the Company’s assets if all or substantially all the proceeds from such transaction are distributed to the stockholders of the Company. Perquisite Plan Upon the occurrence of a change in control of the Company, a participant who incurs a qualifying termination (as defined under the OIP above) either in anticipation of the change in control or during the period beginning 30 days before the change in control and ending two years after the closing of the change in control, is entitled to receive a cash award equal to (i) any remaining unused portion of the participant’s allowance for the calendar year in which the qualifying termination occurs, plus (ii) an amount equal to 100% of the participant’s allowance for the calendar year in which the qualifying termination occurs. Deferred Compensation Plan Individuals participating in the DCP are entitled to receive payment of amounts credited to their deferred compensation accounts under the DCP upon a separation from service (subject to the expiry of any applicable waiting period). However, in the event of a termination for cause (as defined under the OIP), no amounts credited to the employer-match account or employer discretionary contribution amount shall be payable to the participant. Payment to a participant of any employer-matching or discretionary contributions made under the DCP is subject to compliance by the participant with non-competition, non-solicitation, and confidentiality requirements during the term of the participant’s employment and for so long as the participant receives payments under the DCP. The descriptions of the amounts payable by the Company that are included in the section entitled “Nonqualified Deferred Compensation” are incorporated by reference herein. DCP amounts are excluded from the table above titled “Potential Payments Upon Termination or Change in Control” because, while certain DCP benefits may become payable upon a separation from service, no DCP benefits are enhanced or accelerated as a result of a termination of employment or change in control. 2021 CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of annual total compensation of our median employee and the annual total compensation of our President and CEO. For 2021, our last completed fiscal year, our ratio as calculated pursuant to Item 402(u) was as follows: The 2021 annual total compensation of the Company’s CEO was $10,849,938. The 2021 annual total compensation of the median employee (excluding the CEO) was $66,544. Based on this information, for 2021, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee was reasonably estimated to be 163:1. Spirit AeroSystems 2022 Proxy Statement 61 COMPENSATION DISCUSSION AND ANALYSIS (continued)

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62 Spirit AeroSystems 2022 Proxy Statement Determining the Median Employee The Company believes that the ratio of pay included above is a reasonable estimate calculated in a manner consistent with applicable SEC rules. To identify the median employee for 2021, we reviewed pay to all of our employees as of December 31, 2021 (the “Pay Ratio Employee Population”). As a result of such review, we identified the 50 middlemost employees of the Pay Ratio Employee Population. Subsequently, we reviewed the pay of each of those 50 employees as of December 31, 2021, as reflected in the Company’s payroll records. Comparing the pay of each of the 50 employees, we identified the eight middlemost employees. For 2021, we studied each of the eight employees’ pay for the year of performance to determine the median and eliminated seven employees from the group. The remaining employee from that analysis is our median employee for 2021. The Pay Ratio Employee Population included all U.S. and non-U.S. individuals employed by the Company on a full-time, part-time, seasonal, or temporary basis as of December 31, 2021. Further, the Pay Ratio Employee Population excluded independent contractors and leased workers who provide services to the Company but are employed, and whose compensation is determined, by an unaffiliated third party. In calculating pay for the Pay Ratio Employee Population and the group of eight employees, we did not make any assumptions, adjustments (including cost of living adjustments), or estimates with respect to compensation, and we did not annualize compensation for any full-time employees who were not employed by us for all of 2021 through December 31, 2021. As required by SEC rules, after identifying our median employee, we calculated annual total compensation for both our median employee and our CEO for 2021 using the same methodology that we used to determine our NEOs’ annual total compensation for the “Summary Compensation Table.” Given the different methodologies that companies use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies. Compensation Committee Report The Compensation Committee establishes and oversees the design and functioning of the Company’s executive compensation program. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section in this Proxy Statement with the Company’s management. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement for the 2022 Annual Meeting of Stockholders, and also be incorporated by reference in the Company’s Annual Report on Form 10-K for the fiscal year 2021. Compensation Committee Paul E. Fulchino, Chair Charles L. Chadwell Robert D. Johnson James R. Ray, Jr. Patrick M. Shanahan Laura H. Wright COMPENSATION DISCUSSION AND ANALYSIS (continued)

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PROPOSAL 3 RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS OVERVIEW Ernst & Young LLP (“E&Y”) conducted the audit of the Company’s accounts for fiscal year 2021. The Audit Committee has selected E&Y as the Company’s independent registered public accounting firm for fiscal year 2022, and the Board is asking the Company’s stockholders to ratify that selection. The Company expects that representatives of E&Y will be virtually present at the Annual Meeting and they may make a statement if they desire to do so. Further, the Company expects that such representatives will be available to respond to appropriate questions. The Board recommends you vote “FOR” ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2022. If a majority of votes cast on this matter are not cast in favor of the selection of E&Y, the Audit Committee will reconsider the selection of such firm as the Company’s independent registered public accounting firm. Even if the Company’s stockholders vote on an advisory (non-binding) basis in favor of the selection, the Audit Committee may, in its discretion, direct the selection of a different independent auditor at any time during the year if it determines that such a change would be in the best interests of the Company and its stockholders. Pre-Approval Policy The Audit Committee has adopted a policy governing the pre-approval of all audit and permissible non-audit services provided by the independent auditors. Under this policy, the Audit Committee has delegated approval authority to the Chair of the Audit Committee, provided the Chair reports all pre-approval decisions in writing to the Audit Committee, and the decisions are discussed at the Audit Committee’s next scheduled meeting. For the fiscal years ended December 31, 2020, and December 31, 2021, all of the Company’s audit and permissible non-audit services provided by E&Y were pre-approved by the Audit Committee. 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 this Proposal 3. A stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions will be counted as present at the Annual Meeting; therefore, they will have the effect of votes “AGAINST” Proposal 3. Proposal 3 is considered a routine matter under NYSE rules. As a result, brokers who do not receive voting instructions generally may vote on Proposal 3 in their discretion. Unless otherwise instructed, the proxy holders will vote proxies received by them “FOR” the proposal. Spirit AeroSystems 2022 Proxy Statement 63

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Audit and Other Fees The fees incurred by the Company, including its majority-owned subsidiaries, for services provided by E&Y in 2021 and 2020 are set forth below. The Audit Committee concluded that the provision of the non-audit services listed below was compatible with E&Y’s independence. December 31, 2021 2020 (Dollars in thousands) ($) ($) Audit Fees(1) 4,697.0 4,630.0 Audit-Related Fees(2) 196.9 140.0 Tax Fees(3) 6.0 10.0 All Other Fees(4) 109.2 7.2 TOTAL 5,009.1 4,787.2 (1)Represents fees and expenses for professional services provided in connection with the audit of the Company’s annual financial statements and review of the Company’s quarterly financial statements, statutory audits, and advice on accounting matters directly related to the audit. (2)For 2021, represents fees related to non-financial assurance and due diligence. For 2020, represents fees related to comfort letters. (3)Represents fees and expenses for tax consultations and advice related to compliance with tax laws and tax-planning strategies. (4)For 2021, represents fees related to assessment and other training services. For 2020, represents fees related to research tools. Audit Committee Report The following report of the Audit Committee does not constitute soliciting material and should not be deemed filed or incorporated by reference into any future filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate this report by reference. The Audit Committee currently consists of five non-employee directors. Each of the Audit Committee members satisfies the NYSE’s requirements with respect to independence and financial literacy. Ms. Esteves and Mr. Plueger qualify as audit committee financial experts as defined by the SEC. The responsibilities of the Audit Committee are set forth in its charter, which is available at http://investor.spiritaero.com/corporate-governance/govdocs/default.aspx. The Audit Committee’s responsibilities include the appointment, compensation, and oversight of the independent registered public accounting firm. The Audit Committee met six times in 2021. The Company’s management is responsible for preparing and presenting the Company’s consolidated financial statements, and developing and maintaining the Company’s system of internal controls over financial reporting. The Company’s internal auditors are responsible for conducting internal audits intended to evaluate the adequacy and effectiveness of this system. E&Y, the Company’s independent registered public accounting firm for 2021, is responsible for auditing the Company’s consolidated financial statements and issuing an opinion as to whether the financial statements fairly present the Company’s financial position in conformity with U.S. generally accepted accounting principles. E&Y is also responsible for auditing the Company’s internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee has: Reviewed and discussed with management and E&Y the Company’s audited financial statements as of and for the year ended December 31, 2021, as well as the representations of management regarding the Company’s internal controls over financial reporting; Reviewed and discussed with E&Y the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and Received and reviewed the written disclosures and the letter from E&Y required by applicable requirements of the PCAOB regarding E&Y’s communications with the Audit Committee concerning independence, and the Audit Committee has discussed with E&Y its independence from the Company and its management. 64 Spirit AeroSystems 2022 Proxy Statement

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Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, for filing with the SEC, and the Board approved the Audit Committee’s recommendation. The Audit Committee selected E&Y as the Company’s independent registered public accounting firm for fiscal year 2022. Audit Committee Irene M. Esteves, Chair Stephen A. Cambone William A. Fitzgerald John L. Plueger Patrick M. Shanahan Spirit AeroSystems 2022 Proxy Statement 65

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PROPOSAL 4 STOCKHOLDER PROPOSAL: SHAREHOLDER RATIFICATION OF TERMINATION PAY The Company has received a stockholder proposal titled “Shareholder Ratification of Termination Pay” from John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, beneficial owner of 200 shares of Common Stock. After careful consideration, the Board recommends that stockholders vote “AGAINST” this proposal. The proposal and supporting statement are presented below as received. The Company is not responsible for their content. Stockholder Proposal: Proposal 4 — Shareholder Ratification of Termination Pay Shareholders request that the Board seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. “Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. “Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval after material terms are agreed upon. Generous performance-based pay can be good but shareholder ratification of “golden parachute” severance packages with a total cost exceeding 2.99 times base salary plus target bonus better aligns management pay with shareholder interests. For instance at one company if the CEO is terminated without cause, whether or not his termination follows a change in control, he will receive $39 million in termination payments, nearly 7-times his base salary plus short-term bonus. It is in the best interest of Spirit shareholders to be protected from such lavish management termination packages for one person. It is important to have this policy in place so that Spirit management stays focused on improving company performance as opposed to seeking a merger mostly to trigger a management golden parachute windfall. FOR Shareholder Rights 66 Spirit AeroSystems 2022 Proxy Statement

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This proposal topic won 58% support at the 2021 FedEx annual meeting. A proposal similar to this proposal won 41% support at the 2013 Alaska Air annual meeting in spite of a special management effort against it. A 2015 General Electric shareholder proposal similar to the FedEx proposal won 40% GE shareholder support with 2.2 billion votes in favor. This may have represented 51% support from the GE shares that had access to independent proxy voting advice and are not forced to rely on the biased recommendations of management especially on issues of management pay. Please vote yes: Shareholder Ratification of Termination Pay — Proposal 4 The Board of Directors’ Statement in Opposition: The Board does not believe that adoption of this proposal is in the best interests of our stockholders as it would unduly restrict the ability of the Compensation Committee and the Board to structure appropriate executive compensation in response to business exigencies. The Compensation Committee, which is composed entirely of independent directors, provides strong independent leadership and oversight. Our independent directors are ideally positioned to design and implement executive compensation that is aligned with the interests of our stockholders. In order to do so, the Compensation Committee and Board must have the flexibility and discretion to structure effective compensation programs that take into account existing business and market circumstances. The proposal would prevent this. When designing executive compensation programs, the Compensation Committee is focused on driving performance, increasing stockholder value, and protecting the long-term interests of the Company (see “Compensation Discussion and Analysis” above for more details on our compensation plan design). Setting appropriate limits on termination payments is an important part of designing effective compensation. Termination payments can be a valuable tool for the Compensation Committee to safeguard the Company’s interests by: Procuring ongoing executive cooperation following termination; Ensuring satisfaction of certain post-termination obligations; Protecting the Company’s sensitive information, reputation, and human capital; Attracting and retaining talent generally; Procuring the release of claims against the Company, if any; Ensuring alignment of executive and stockholder interests in a change in control scenario; and Avoiding protracted disputes that can consume substantial resources We do not believe that requiring stockholder approval for certain senior manager termination payments will provide appreciable improvements. Rather, it could undermine the objectives of our compensation programs and cause inefficiency in Board and management functions as the Company continues to navigate an especially challenging time framed by the ongoing effects of the COVID-19 pandemic and the 737 MAX return to service. The Board recommends that you vote “AGAINST” the foregoing stockholder proposal. 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 4. With respect to Proposal 4, a stockholder may vote “FOR,” “AGAINST,” or “ABSTAIN.” Abstentions and broker non-votes will be counted as present at the Annual Meeting; therefore, they will have the effect of votes “AGAINST” Proposal 4. Under the rules of the NYSE, brokers are prohibited from giving proxies to vote on non-routine 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 4 if you want your broker to vote your shares on the matter. Spirit AeroSystems 2022 Proxy Statement 67

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Questions and Answers About the Annual Meeting and Voting Why am I being asked to vote? The Company’s Board of Directors is asking you to vote with respect to proposals being presented at the Company’s Annual Meeting. This Proxy Statement includes information that is relevant to the proposals to be voted on at the Annual Meeting and is otherwise required by SEC rules. The Annual Meeting will take place virtually on April 27, 2022, at 11:00 a.m. Central Time. See “How can I vote my shares before the Annual Meeting?” and “How can I vote my shares during the Annual Meeting?” below for information on how you can vote your shares. What is included in these materials? These materials include: The Proxy Statement for the 2022 Annual Meeting of Stockholders; and The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021. If you wish to receive printed versions of the above, please reference “How do I request a printed set of proxy materials?” Who can vote at the Annual Meeting? You are entitled to vote if our records show that you were a stockholder of record as of the Record Date, March 1, 2022. On the Record Date, there were 104,941,679 shares of Common Stock outstanding. Each outstanding share of Common Stock is entitled to one vote. Why is the Annual Meeting being held in a virtual format? The Annual Meeting will be conducted virtually via live audio webcast. We are conducting the Annual Meeting solely online again due to the continuing impact of and uncertainty surrounding the COVID-19 pandemic and to support the health and well-being of our stockholders; however, we also believe a virtual format facilitates stockholder attendance and participation by leveraging technology to allow us to communicate more effectively and efficiently with our stockholders. For example, We Encourage Questions. Stockholders may submit questions before the meeting and during the meeting by following the instructions under “How can I submit questions for the Annual Meeting?” We Believe in Transparency. Although the live audio webcast is available only to stockholders at the time of the meeting, following completion of the Annual Meeting, a webcast replay will be posted to our Investor Relations website at http://investor.spiritaero.com/news-presentations/Presentations/default.aspx. We Proactively Take Steps to Facilitate Your Participation. During the Annual Meeting, technicians will be available to assist you with technical difficulties. Anyone who has technical difficulties accessing or using www.virtualshareholdermeeting.com/SPR2022 during the Annual Meeting should call the technical support number on the website. The virtual meeting site is supported on browsers (e.g., Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Each participant should ensure strong Wi-Fi or other internet connection. The Company is committed to returning to in-person annual stockholder meetings as soon as practicable. Why did I receive a Notice and not a full set of materials? We deliver our proxy materials to stockholders primarily over the internet by using “notice and access” delivery, rather than mailing paper copies to each stockholder. Using this method has reduced our printing and mailing costs and the GENERAL INFORMATION 68 Spirit AeroSystems 2022 Proxy Statement

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impact of our Proxy Statement on the environment. If you received a Notice by mail or email, you will not receive a paper copy of the proxy materials or Annual Report unless you request one. Instead, the Notice will tell you how to access these materials over the internet. If you received a Notice and would like to request a full set of printed materials, you may do so by following the instructions provided under “How do I request a printed set of proxy materials?” If you are a beneficial owner, the Notice has been forwarded to you by your broker or bank, who is considered, with respect to your shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record as to how to vote your shares. How do I view the Proxy Statement online? Go to www.proxyvote.com and follow the instructions to view the materials. How do I request a printed set of proxy materials? You can easily request a paper copy of the proxy materials at no cost to you using one of the following methods: You will need to provide the 16-digit voting control number printed in the box marked by the arrow located on the Notice. When sending your request by email, send a blank email with the 16-digit voting control number in the subject line. How can I vote my shares before the Annual Meeting? You are encouraged to read all the proxy materials before voting your shares as they contain important information for making an informed voting decision. How can I vote my shares during the Annual Meeting? For information on how to attend the virtual Annual Meeting, see “How can I attend the Annual Meeting?” If you are a stockholder of record as of the Record Date, you may vote your shares electronically during the Annual Meeting by following the instructions on www.virtualshareholdermeeting.com/SPR2022. If you are the beneficial owner of your shares, you may also vote electronically during the Annual Meeting by following the instructions at BY INTERNET BY EMAIL BY PHONE Visit www.proxyvote.com To sendmaterial@proxyvote.com Toll-free at 1-866-540-7095 BY INTERNET MOBILEDEVICE

BY MAIL BY PHONE Visit www.proxyvote.com Use your tablet or smartphone to scan the QR code above

BYMAIL

Complete
and return the enclosed
proxy card or voting
instruction form

BYPHONE

Call 1-800-690-6903 GENERAL INFORMATION (continued) Spirit AeroSystems 2022 Proxy Statement 69

You are encouraged to read all the proxy materials before voting your shares as they contain important information for making an informed voting decision.

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How can I vote my shares during the Annual Meeting?

For information on how to attend the virtual Annual Meeting, see “How can I attend the Annual Meeting?”

If you are a stockholder of record as of the Record Date, you may vote your shares electronically during the Annual Meeting by following the instructions on www.virtualshareholdermeeting.com/SPR2021. If you are the beneficial owner of your shares, you may also vote electronically during the Annual Meeting by following the instructions at www.virtualshareholdermeeting.com/SPR2021. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy ahead of the Annual Meeting, as described under “How can I vote my shares before the Annual Meeting?” so that your vote will be counted if you later decide not to participate in the Annual Meeting.

How can I attend the Annual Meeting?

You are entitled to attend and participate in the virtual Annual Meeting only if you were a stockholder as of the close of business on March 2, 2021, or if you hold a valid proxy for the Annual Meeting. If you are not a stockholder, you may still view the meeting after the recording has been posted on our Investor Relations website.

If you plan to attend the Annual Meeting online, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the Annual Meeting online, you will not be able to participate in the Annual Meeting.

To attend online and participate in the Annual Meeting, stockholders of record and beneficial stockholders must use their 16-digit control number on their Notice of Internet Availability or proxy card to log into www.virtualshareholdermeeting.com/SPR2021. We encourage you to access the meeting beginning at 10:45 a.m. Central Time on April 28, 2021. We will have technicians ready to assist if you have difficulties accessing the virtual meeting during check-in or during the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the Annual Meeting, please call the number indicated on www.virtualshareholdermeeting.com/SPR2021.

For information on how to vote shares during the Annual Meeting, see “How can I vote my shares during the Annual Meeting?”

How can I submit questions for the Annual Meeting?

Stockholders may submit questions before the Annual Meeting at www.proxyvote.com. In addition, stockholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/SPR2021. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

How many shares must be present to hold the meeting?

A quorum is necessary for us to hold the Annual Meeting. A quorum is the presence, in person or by proxy, of stockholders entitled to cast a majority of the votes that all stockholders are entitled to vote. Your shares will be counted as being present for purposes of determining a quorum if you attend the Annual Meeting and vote in person virtually or properly return proxy instructions. Abstentions (where you abstain from voting) will be counted for purposes of establishing a quorum. Further, the Company will also count broker non-votes for the purpose of determining the presence or absence of a quorum. Broker non-votes occur when a person holding shares through a bank or brokerage account does not provide instructions as to how his or her shares should be voted and the broker does not exercise discretion to vote those shares on a particular matter.

What vote is required to approve each item?

For Proposal 1 — the Election of Directors — a director nominee will be elected if the votes “FOR” that nominee exceed the votes “AGAINST” that nominee. Abstentions and broker non-votes will have no effect on the proposal.

Proposals 2 through 4 require the affirmative “FOR” vote of a majority of shares present, in person or by proxy, and entitled to vote. With respect to Proposals 2 and 4, abstentions and broker non-votes will have the effect of a vote against the proposal. With respect to Proposal 3, abstentions will have the effect of a vote against the proposal. No broker non-votes are expected in connection with Proposal 3 since, due to its routine nature, brokers may vote in their discretion.

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What is the difference between a stockholder of record and a beneficial owner? How do I vote my shares as a stockholder of record or beneficial owner?

StockholderofRecord: You are a stockholder of record if your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc. As a stockholder of record, you can vote your shares as provided under “How can I vote my shares before the Annual Meeting?” and “How can I vote my shares during the Annual Meeting?”

BeneficialOwnerofSharesHeldinStreetName: If you own your shares in an account at a bank, brokerage firm, broker-dealer, or other nominee, then you are the beneficial owner of shares held in “street name.” The firm holding your account is the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record as to how to vote your shares. If you hold your stock as a beneficial owner, you may vote as provided under “How can I vote my shares before the Annual Meeting?” and “How can I vote my shares during the Annual Meeting?” If you do not submit voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee will not be permitted to vote your shares in their discretion on Proposal 1, 2, or 4, but may still be permitted to vote your shares in their discretion on Proposal 3.

Why did I receive more than one proxy card or voting instruction form?

If you received more than one proxy card or voting instruction form, you own shares in more than one account. To ensure that all of your shares are voted, please vote each account separately as set forth under “How can I vote my shares before the Annual Meeting?” or “How can I vote my shares during the Annual Meeting?”

If I vote by proxy, what voting options do I have?

The Board-designated proxies are Robert D. Johnson and Samantha J. Marnick. With respect to all proposals, you may instruct the proxies to vote “FOR” or “AGAINST” each proposal, or you may instruct the proxies to “ABSTAIN” from voting. The shares will be voted in accordance with the instructions specified on the proxy card or voting instruction form. If no instructions are provided, your shares will be voted as recommended by the Board of Directors: “FOR” each director nominee, “FOR” the advisory vote to approve NEO compensation, “FOR” ratification of the appointment of the independent registered public accounting firm, and “AGAINST” the stockholder proposal.

Can I change my vote?

Before the Annual Meeting, you have the power to revoke your proxy and change your vote. If you hold your shares in street name, you must follow the instructions of your broker, bank, or other nominee to revoke your proxy. If you are a holder of record and wish to revoke your proxy, you can do so by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences at Spirit AeroSystems Holdings, Inc., 3801 S. Oliver St., Wichita, KS 67210-2112.

Who counts the votes?

Votes will be received and tabulated by Broadridge, the Company’s inspector of election for the Annual Meeting.

What will happen if additional proposals are presented at the Annual Meeting?

Other than the four proposals described in this Proxy Statement, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, Robert D. Johnson and Samantha J. Marnick will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

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What is householding?

SEC rules permit us to deliver a single copy of proxy materials to stockholders residing at the same address unless the stockholders have notified us to deliver multiple copies. This allows us to eliminate multiple unnecessary mailings. If this situation applies to you and you want to receive more than one set of proxy materials, the Company will promptly deliver, upon oral or written request, a separate copy of the proxy materials to a stockholder at a shared address to which only a single copy of such documents was delivered. Please let us know of any request for a separate copy by following the applicable instructions below:

Registered stockholders who wish to receive a separate set of proxy materials in the future should contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or writing to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department.

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www.virtualshareholdermeeting.com/SPR2022. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy ahead of the Annual Meeting, as described under “How can I vote my shares before the Annual Meeting?” so that your vote will be counted if you later decide not to participate in the Annual Meeting. How can I attend the Annual Meeting? You are entitled to attend and participate in the virtual Annual Meeting only if you were a stockholder as of the close of business on March 1, 2022, or if you hold a valid proxy for the Annual Meeting. If you are not a stockholder, you may still view the meeting after the recording has been posted on our Investor Relations website. If you plan to attend the Annual Meeting online, please be aware of what you will need to gain admission, as described below. If you do not comply with the procedures described here for attending the Annual Meeting online, you will not be able to participate in the Annual Meeting. To attend online and participate in the Annual Meeting, stockholders of record and beneficial stockholders must use their 16-digit control number on their Notice of Internet Availability or proxy card to log into www.virtualshareholdermeeting.com/SPR2022. We encourage you to access the meeting beginning at 10:45 a.m. Central Time on April 27, 2022. We will have technicians ready to assist if you have difficulties accessing the virtual meeting during check-in or during the Annual Meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or course of the Annual Meeting, please call the number indicated on www.virtualshareholdermeeting.com/SPR2022. For information on how to vote shares during the Annual Meeting, see “How can I vote my shares during the Annual Meeting?” How can I submit questions for the Annual Meeting? Stockholders may submit questions before the Annual Meeting at www.proxyvote.com. In addition, stockholders may submit questions during the Annual Meeting at www.virtualshareholdermeeting.com/SPR2022. We reserve the right to edit profanity or other inappropriate language and to exclude questions regarding topics that are not pertinent to meeting matters or Company business. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition. How many shares must be present to hold the meeting? A quorum is necessary for us to hold the Annual Meeting. A quorum is the presence, in person or by proxy, of stockholders entitled to cast a majority of the votes that all stockholders are entitled to vote. Your shares will be counted as being present for purposes of determining a quorum if you attend the Annual Meeting and vote in person virtually or properly return proxy instructions. Abstentions (where you abstain from voting) will be counted for purposes of establishing a quorum. Further, the Company will also count broker non-votes for the purpose of determining the presence or absence of a quorum. Broker non-votes occur when a person holding shares through a bank or brokerage account does not provide instructions as to how his or her shares should be voted and the broker does not exercise discretion to vote those shares on a particular matter. What vote is required to approve each item? For Proposal 1 — the Election of Directors — a director nominee will be elected if the votes “FOR” that nominee exceed the votes “AGAINST” that nominee. Abstentions and broker non-votes will have no effect on the proposal. Proposals 2 through 4 require the affirmative “FOR” vote of a majority of shares present, in person or by proxy, and entitled to vote. With respect to Proposals 2 and 4, abstentions and broker non-votes will have the effect of a vote against the proposal. With respect to Proposal 3, abstentions will have the effect of a vote against the proposal. No broker non- votes are expected in connection with Proposal 3 since, due to its routine nature, brokers may vote in their discretion. GENERAL INFORMATION (continued) 70 Spirit AeroSystems 2022 Proxy Statement

Beneficial stockholders who wish to receive a separate set of proxy materials in the future should contact their broker, bank, or other holder of record.

Who is paying for this proxy solicitation?

The Company is soliciting the proxies accompanying this Proxy Statement. Proxies may be solicited by officers, directors, and regular supervisory and executive employees of Spirit, none of whom will receive any additional compensation for their services. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $15,000 plus reimbursement of out-of-pocket expenses. The Company will pay persons holding shares of Common Stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All the costs of solicitation of proxies will be paid by the Company.

What happens if an incumbent director nominee is not elected at the Annual Meeting?

If an incumbent director nominee is not elected and no one is elected in his or her place, then, under Delaware General Corporation Law, the director would continue to serve as a “hold-over director.” Under our bylaws, the director is required to tender a resignation to the Board. Upon receipt of the resignation, the Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation. In considering the tendered resignation, the Board will consider the Governance Committee’s recommendation as well as any other factors it deems relevant, which may include:

The qualifications of the director whose resignation has been tendered;

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What is the difference between a stockholder of record and a beneficial owner? How do I vote my shares as a stockholder of record or beneficial owner? Stockholder of Record: You are a stockholder of record if your shares are registered directly in your name with the Company’s transfer agent, Computershare, Inc. As a stockholder of record, you can vote your shares as provided under “How can I vote my shares before the Annual Meeting?” and “How can I vote my shares during the Annual Meeting?” Beneficial Owner of Shares Held in Street Name: If you own your shares in an account at a bank, brokerage firm, broker-dealer, or other nominee, then you are the beneficial owner of shares held in “street name.” The firm holding your account is the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial owner, you have the right to direct your broker, bank, or other holder of record as to how to vote your shares. If you hold your stock as a beneficial owner, you may vote as provided under “How can I vote my shares before the Annual Meeting?” and “How can I vote my shares during the Annual Meeting?” If you do not submit voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee will not be permitted to vote your shares in their discretion on Proposal 1, 2, or 4, but may still be permitted to vote your shares in their discretion on Proposal 3. Why did I receive more than one proxy card or voting instruction form? If you received more than one proxy card or voting instruction form, you own shares in more than one account. To ensure that all of your shares are voted, please vote each account separately as set forth under “How can I vote my shares before the Annual Meeting?” or “How can I vote my shares during the Annual Meeting?” If I vote by proxy, what voting options do I have? The Board-designated proxies are Robert D. Johnson and Samantha J. Marnick. With respect to all proposals, you may instruct the proxies to vote “FOR” or “AGAINST” each proposal, or you may instruct the proxies to “ABSTAIN” from voting. The shares will be voted in accordance with the instructions specified on the proxy card or voting instruction form. If no instructions are provided, your shares will be voted as recommended by the Board of Directors: “FOR” each director nominee, “FOR” the advisory vote to approve NEO compensation, “FOR” ratification of the appointment of the independent registered public accounting firm, and “AGAINST” the stockholder proposal. Can I change my vote? Before the Annual Meeting, you have the power to revoke your proxy and change your vote. If you hold your shares in street name, you must follow the instructions of your broker, bank, or other nominee to revoke your proxy. If you are a holder of record and wish to revoke your proxy, you can do so by submitting a later-dated vote online during the Annual Meeting, via the Internet, by telephone, by mail, or by delivering written instructions to our Corporate Secretary before the Annual Meeting commences at Spirit AeroSystems Holdings, Inc., 3801 S. Oliver St., Wichita, KS 67210-2112. Who counts the votes? Votes will be received and tabulated by Broadridge, the Company’s inspector of election for the Annual Meeting. What will happen if additional proposals are presented at the Annual Meeting? Other than the four proposals described in this Proxy Statement, we do not expect any matters to be presented for a vote at the Annual Meeting. If you grant a proxy, Robert D. Johnson and Samantha J. Marnick will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting. GENERAL INFORMATION (continued) Spirit AeroSystems 2022 Proxy Statement 71

The director’s past and expected future contributions to the Company;

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How can I contact the Company’s non-management directors? 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: The Corporate Secretary will forward communications received to the appropriate party. Communications clearly not appropriate for consideration by members of the Board or committees, including unsolicited advertisements, inquiries concerning the Company’s products and services, and harassing communications, are not forwarded to members of the Board or committees. What is householding? SEC rules permit us to deliver a single copy of proxy materials to stockholders residing at the same address unless the stockholders have notified us to deliver multiple copies. This allows us to eliminate multiple unnecessary mailings. If this situation applies to you and you want to receive more than one set of proxy materials, the Company will promptly deliver, upon oral or written request, a separate copy of the proxy materials to a stockholder at a shared address to which only a single copy of such documents was delivered. Please let us know of any request for a separate copy by following the applicable instructions below: Registered stockholders who wish to receive a separate set of proxy materials in the future should contact Broadridge Financial Solutions, Inc. by calling 1-866-540-7095 or writing to Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, New York 11717, Attention: Householding Department. Beneficial stockholders who wish to receive a separate set of proxy materials in the future should contact their broker, bank, or other holder of record. Who is paying for this proxy solicitation? The Company is soliciting the proxies accompanying this Proxy Statement. Proxies may be solicited by officers, directors, and regular supervisory and executive employees of Spirit, none of whom will receive any additional compensation for their services. We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $15,000 plus reimbursement of out-of-pocket expenses. The Company will pay persons holding shares of Common Stock in their names or in the names of nominees, but not owning such shares beneficially, such as brokerage houses, banks, and other fiduciaries, for the expense of forwarding solicitation materials to their principals. All the costs of solicitation of proxies will be paid by the Company. What happens if an incumbent director nominee is not elected at the Annual Meeting? If an incumbent director nominee is not elected and no one is elected in his or her place, then, under Delaware General Corporation Law, the director would continue to serve as a “hold-over director.” Under our bylaws, the director is BY EMAIL BY MAIL VIRTUALLY to CorporateSecretary@spiritaero.com to Corporate Secretary Spirit AeroSystems Holdings, Inc. 3801 S. Oliver St. Wichita, KS 67210-2112 at the Annual Meeting via www.virtualshareholdermeeting.com/SPR2022 GENERAL INFORMATION (continued) 72 Spirit AeroSystems 2022 Proxy Statement

The overall composition of the Board and its committees;

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required to tender a resignation to the Board. Upon receipt of the resignation, the Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation. In considering the tendered resignation, the Board will consider the Governance Committee’s recommendation as well as any other factors it deems relevant, which may include: The qualifications of the director whose resignation has been tendered; The director’s past and expected future contributions to the Company; The overall composition of the Board and its committees; Whether accepting the tendered resignation would cause the Company to fail to meet any applicable rule or regulation (including NYSE rules and federal securities laws); and The percentage of outstanding shares represented by the votes cast at the Annual Meeting. The Board will act on a tendered resignation within 90 days following certification of the stockholder vote for the Annual Meeting, and will promptly disclose its decision and rationale as to whether to accept or reject the resignation in a press release, in a filing with the SEC, or by other public announcement, which may include a posting on the Company’s website. If a director’s resignation is accepted by the Board, or if a nominee for director who is not an incumbent director is not elected, the Board may fill the resulting vacancy or may decrease the size of the Board pursuant to the Company’s bylaws. Where can I find the voting results after the Annual Meeting? Prior to the conclusion of the Annual Meeting, we will announce preliminary voting results at the Annual Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting. GENERAL INFORMATION (continued) Spirit AeroSystems 2022 Proxy Statement 73

Whether accepting the tendered resignation would cause the Company to fail to meet any applicable rule or regulation (including the NYSE listing standards and federal securities laws); and

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Stockholder Proposals and Director Nominations for the 2023 Annual Meeting Stockholder proposals intended to be included in the Company’s proxy statement for presentation at the Company’s 2023 annual meeting of stockholders must be properly and timely submitted and received by the Company at its offices no later than November 17, 2022 (120 days preceding the one-year anniversary of the mailing date for the immediately preceding annual meeting), and must otherwise comply with SEC rules in order to be eligible for inclusion in the proxy statement for the 2023 annual meeting of stockholders. In addition, pursuant to the Company’s bylaws, a stockholder desiring to propose any matter for consideration at the 2022 annual meeting of stockholders, other than through inclusion in the Company’s proxy materials, must notify the Company’s Corporate Secretary at the Company’s offices on or before December 29, 2022 (120 days prior to the one- year anniversary of the immediately preceding annual meeting). Pursuant to our bylaws, a stockholder may nominate an individual for election as a director at the 2023 annual meeting of stockholders by providing notice to the Company’s Corporate Secretary at the address set forth below by December 29, 2022 (120 days preceding the one-year anniversary of the immediately preceding annual meeting) (the “Nominee Deadline”). Further, pursuant to the Company’s proxy access right, a stockholder may elect to have their nominee included in the Company’s proxy statement if the stockholder provides notice to the Company’s Corporate Secretary at the address set forth below by the Nominee Deadline and expressly elects to have such nominee included in the Company’s proxy materials pursuant to Section 1.13 of the Company’s bylaws. Any notice of a nomination must be made in compliance with the procedures required by the Company’s bylaws. In addition to satisfying the foregoing requirements, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 26, 2023. Stockholder recommendations and nominations for candidates to the Board as described above should be sent to the Company’s Corporate Secretary at 3801 S. Oliver St., Wichita, KS 67210-2112. Annual Report The Company’s 2021 Annual Report on Form 10-K is available at http://www.spiritaero.com or on the SEC’s website at http://www.sec.gov. The Company will provide to any stockholder, without charge, a paper copy of the 2021 Annual Report on Form 10-K upon written request to Spirit AeroSystems Holdings, Inc., Corporate Secretary, 3801 S. Oliver St., Wichita, KS 67210-2112. Sincerely, Mindy McPheeters Senior Vice President, General Counsel and Corporate Secretary Spirit AeroSystems Holdings, Inc. March 16, 2022 74 Spirit AeroSystems 2022 Proxy Statement

The percentage of outstanding shares represented by the votes cast at the Annual Meeting.

The Board will act on a tendered resignation within 90 days following certification of the stockholder vote for the Annual Meeting, and will promptly disclose its decision and rationale as to whether to accept or reject the resignation in a press release, in a filing with the SEC, or by other public announcement, which may include a posting on the Company’s website.

If a director’s resignation is accepted by the Board, or if a nominee for director who is not an incumbent director is not elected, the Board may fill the resulting vacancy or may decrease the size of the Board pursuant to the Company’s bylaws.

Where can I find the voting results after the Annual Meeting?

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This Proxy Statement includes “forward-looking statements” that involve many risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “goal,” “forecast,” “intend,” “may,” “might,” “model,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and other similar words, or phrases, or the negative thereof, unless the context requires otherwise. These statements are based on circumstances as of the date on which the statements are made and they reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements. Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: the impact of the COVID-19 pandemic, including any potential impacts of vaccination requirements, on our business and operations, including on the demand for our and our customers’ products and services, on trade and transport restrictions, on the global aerospace supply chain, on our ability to retain the skilled work force necessary for production and development, and generally on our ability to effectively manage the impacts of the COVID-19 pandemic on our business operations; demand for our products and services and the general effect of economic or geopolitical conditions, or other events, such as pandemics, in the industries and markets in which we operate in the U.S. and globally; the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the 737 MAX, future demand for the aircraft, and any residual impacts of the 737 MAX grounding on production rates for the aircraft; our reliance on Boeing and Airbus Group SE and its affiliates (collectively, “Airbus”) for a significant portion of our revenues; the business condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company; the certainty of our backlog, including the ability of customers to cancel or delay orders prior to shipment on short notice; our ability to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward losses on new and maturing programs; our accounting estimates for revenue and costs for our contracts and potential changes to those estimates; our ability to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to enter into profitable supply arrangements with additional customers; the outcome of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions; our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components; our ability and our suppliers’ ability to meet stringent delivery (including quality and timeliness) standards and accommodate changes in the build rates of aircraft, including the ability to staff appropriately for anticipated production volume increases; our ability to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers’ facilities; competitive conditions in the markets in which we operate, including in-sourcing by commercial aerospace original equipment manufacturers; our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing, Airbus and other customers; CAUTIONARY NOTE REGARDING FORWARD- LOOKING STATEMENTS Spirit AeroSystems 2022 Proxy Statement 75

Prior to the conclusion of the Annual Meeting, we will announce preliminary voting results at the Annual Meeting. Final voting results will be disclosed in a Current Report on Form 8-K filed with the SEC within four business days following the Annual Meeting.

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our ability to effectively integrate the acquisition of select assets of Bombardier along with other acquisitions that we pursue, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions; the possibility that our cash flows may not be adequate for our additional capital needs; any reduction in our credit ratings; our ability to access the capital markets to fund our liquidity needs, and the costs and terms of any additional financing; our ability to avoid or recover from cyber or other security attacks and other operations disruptions; legislative or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and our ability to accurately calculate and estimate the effect of such changes; our ability to recruit and retain a critical mass of highly skilled employees; our relationships with the unions representing many of our employees, including our ability to successfully negotiate new agreements, and avoid labor disputes and work stoppages with respect to our union employees; spending by the U.S. and other governments on defense; pension plan assumptions and future contributions; the effectiveness of our internal control over financial reporting; the outcome or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential product liability and warranty claims; adequacy of our insurance coverage; our ability to continue selling certain receivables through our supplier financing programs; and the risks of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies. These factors are not exhaustive and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should review carefully the section captioned “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, for a more complete discussion of these and other factors that may affect our business. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS (continued) 76 Spirit AeroSystems 2022 Proxy Statement

Stockholder Proposals and Director Nominations for the 2022 Annual Meeting

Stockholder proposals intended to be included in the Company’s proxy statement for presentation at the Company’s 2022 annual meeting of stockholders must be properly and timely submitted and received by the Company at its offices no later than November 18, 2021 (120 days preceding the one-year anniversary of the mailing date for the immediately preceding annual meeting) and must otherwise comply with SEC rules in order to be eligible for inclusion in the proxy statement for the 2022 annual meeting of stockholders.

In addition, pursuant to the Company’s bylaws, a stockholder desiring to propose any matter for consideration at the 2022 annual meeting of stockholders, other than through inclusion in the Company’s proxy materials, must notify the Company’s Corporate Secretary at the Company’s offices on or before December 30, 2021 (120 days prior to the one-year anniversary of the immediately preceding annual meeting).

Pursuant to our bylaws, a stockholder may nominate an individual for election as a director at the 2022 annual meeting of stockholders by providing notice to the Company’s Corporate Secretary at the address set forth below by December 30, 2021 (120 days preceding the one-year anniversary of the immediately preceding annual meeting) (the “Nominee Deadline”). Further, pursuant to the Company’s proxy access right, a stockholder may elect to have their nominee included in the Company’s proxy statement if the stockholder provides notice to the Company’s Corporate Secretary at the address set forth below by the Nominee Deadline and expressly elects to have such nominee included in the Company’s proxy materials pursuant to Section 1.13 of the Company’s bylaws. Any notice of a nomination must be made in compliance with the procedures required by the Company’s bylaws.

Stockholder recommendations and nominations for candidates to the Board as described above should be sent to the Company’s Corporate Secretary at 3801 S. Oliver St., Wichita, KS 67210-2112.

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Overview In addition to reporting our financial information in our Annual Report on Form 10-K using U.S. GAAP, certain non-GAAP financial measures (which are indicated generally by * in this Proxy Statement) are used with respect to our incentives. Such non-GAAP financial measures include (i) FCF, (ii) adjusted FCF (“Adjusted FCF”) (iii) FCF Percentage, and (iv) Adjusted Net Debt, which are described further below. The Company does not intend for the information to be considered in isolation or as a substitute for the related GAAP financial measures. Other companies may define and calculate the measures differently than we do, limiting the usefulness of the measures for comparison with other companies. Cash Flow Measures and Reconciliation: FCF and Adjusted FCF FCF FCF is defined as GAAP cash from operating activities, less capital expenditures for property, plant, and equipment. Management believes FCF provides investors with an important perspective on the cash available for stockholders, debt repayment, and acquisitions after making the capital investments required to support ongoing business operations and long-term value creation. FCF does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures. Management uses FCF as a measure to assess both business performance and overall liquidity. FCF Percentage FCF Percentage is the Company’s FCF or Adjusted FCF, as appropriate, as a percentage of revenue over a three-year performance period (cumulative FCF/Adjusted FCF over the performance period divided by cumulative GAAP revenue over the performance period). This metric is used to align long-term incentives with a key valuation driver of our business, which is FCF/Adjusted FCF. A percentage of sales is used to drive sustained cash flow performance consistent with our established long-term goal of 7-9% of revenue. Adjusted FCF Management considers certain items that arise from time to time to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the Company’s operating performance and allows more accurate comparisons of the Company’s operating results to historical performance. Accordingly, Adjusted FCF is defined as FCF adjusted for these special items. The most comparable GAAP measure is cash provided by operating activities. The tables below provide reconciliations between the GAAP and non-GAAP measures. Reconciliation The table below presents a reconciliation of FCF and Adjusted FCF to cash from operating activities for each of the periods presented, and also demonstrates a reconciliation of FCF Percentage. For reference, revenues for the fiscal years ended December 31, 2021, 2020, and 2019 were $3,953 million, $3,405 million, and $7,863 million, respectively. Fiscal Year Ended As a Percentage of Revenue December 31, (FCF Percentage) ($ in millions) 2021 2020 2019 2021 2020 2019 Cash from Operating Activities (63) (745) 923 Capital Expenditures (151) (119) (232) FCF (214) (864) 691 ** ** 9% Cash Received under B787 Interim Pricing Agreement * * Costs Related to Planned Acquisitions * * 32 Adjusted FCF * * 723 * * 9% *Not reported. **Less than zero percent. Spirit AeroSystems 2022 Proxy Statement 77 APPENDIX A—NON-GAAP FINANCIAL MEASURES

Annual Report

TheCompany’s2020AnnualReportonForm10-Kisavailableathttp://www.spiritaero.comortheSEC’swebsiteathttp://www.sec.gov.TheCompanywillprovidetoanystockholder,withoutcharge,apapercopyofthe2020AnnualReportonForm10-KuponwrittenrequesttoSpiritAeroSystemsHoldings,Inc.,CorporateSecretary,3801S.OliverSt.,Wichita,KS67210-2112.

Sincerely,

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Adjusted Net Debt and Reconciliation Adjusted Net Debt is total debt less cash on hand adjusted for certain items that management considers to be outside the ordinary course of our operations. 2021 ($ in millions) Total Debt (3,792) Cash 1,478 Applied Aerodynamics, Inc. Asset Acquisition 20 Income Tax Refund (300) Adjusted Net Debt (2,594) APPENDIX A—NON-GAAP FINANCIAL MEASURES (continued) 78 Spirit AeroSystems 2022 Proxy Statement

MindyMcPheeters

VicePresident,InterimGeneralCounselandCorporateSecretary
SpiritAeroSystemsHoldings,Inc.

March 17, 2021

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, that may involve many risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “aim,” “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “goal,” “forecast,” “intend,” “may,” “might,” “model,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” and other similar words, or phrases, or the negative thereof, unless the context requires otherwise. These statements are based on circumstances as of the date on which the statements are made and they reflect management’s current views with respect to future events and are subject to risks and uncertainties, both known and unknown. Our actual results may vary materially from those anticipated in forward-looking statements. We caution investors not to place undue reliance on any forward-looking statements.

Important factors that could cause actual results to differ materially from those reflected in such forward-looking statements and that should be considered in evaluating our outlook include, but are not limited to, the following: the impact of the COVID-19 pandemic on our business and operations, including on the demand for our and our customers’ products and services, on trade and transport restrictions, on the global aerospace supply chain, on our ability to retain the skilled work force necessary for production and development, and generally on our ability to effectively manage the impacts of the COVID-19 pandemic on our business operations; demand for our products and services and the general effect of economic or geopolitical conditions, or other events, such as pandemics, in the industries and markets in which we operate in the U.S. and globally; the timing and conditions surrounding the full worldwide return to service (including receiving the remaining regulatory approvals) of the B737 MAX, future demand for the aircraft, and any residual impacts of the B737 MAX grounding on production rates for the aircraft; our reliance on Boeing and Airbus for a significant portion of our revenues; the business condition and liquidity of our customers and their ability to satisfy their contractual obligations to the Company; the certainty of our backlog, including the ability of customers to cancel or delay orders prior to shipment; our ability to accurately estimate and manage performance, cost, margins, and revenue under our contracts, and the potential for additional forward losses on new and maturing programs; our accounting estimates for revenue and costs for our contracts and potential changes to those estimates; our ability to continue to grow and diversify our business, execute our growth strategy, and secure replacement programs, including our ability to enter into profitable supply arrangements with additional customers; the outcome of product warranty or defective product claims and the impact settlement of such claims may have on our accounting assumptions; our dependence on our suppliers, as well as the cost and availability of raw materials and purchased components; our ability and our suppliers’ ability to meet stringent delivery (including quality and timeliness) standards and accommodate changes in the build rates of aircraft; our ability to maintain continuing, uninterrupted production at our manufacturing facilities and our suppliers’ facilities; competitive conditions in the markets in which we operate, including in-sourcing by commercial aerospace original equipment manufacturers; our ability to successfully negotiate, or re-negotiate, future pricing under our supply agreements with Boeing, Airbus and other customers; our ability to effectively integrate the acquisition of select assets of Bombardier along with other acquisitions that we pursue, and generate synergies and other cost savings therefrom, while avoiding unexpected costs, charges, expenses, and adverse changes to business relationships and business disruptions; the possibility that our cash flows may not be adequate for our additional capital needs; any reduction in our credit ratings; our ability to access the capital markets to fund our liquidity needs, and the costs and terms of any additional financing; our ability to avoid or recover from cyber or other security attacks and other operations disruptions; legislative or regulatory actions, both domestic and foreign, impacting our operations, including the effect of changes in tax laws and rates and our ability to accurately calculate and estimate the effect of such changes; our ability to recruit and retain a critical mass of highly skilled employees; our relationships with the unions representing many of our employees, including our ability to avoid labor disputes and work stoppages with respect to our union employees; spending by the U.S. and other governments on defense; pension plan assumptions and future contributions; the effectiveness of our internal control over financial reporting; the outcome or impact of ongoing or future litigation, arbitration, claims, and regulatory actions or investigations, including our exposure to potential product liability and warranty claims; adequacy of our insurance coverage; our ability to continue selling certain receivables through our supplier financing programs; and the risks of doing business internationally, including fluctuations in foreign currency exchange rates, impositions of tariffs or embargoes, trade restrictions, compliance with foreign laws, and domestic and foreign government policies.

These factors are not exhaustive and it is not possible for us to predict all factors that could cause actual results to differ materially from those reflected in our forward-looking statements. These factors speak only as of the date hereof, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. As with any projection or forecast, these statements are inherently susceptible to uncertainty and changes in circumstances. Except to the extent required by law, we undertake no obligation to, and expressly disclaim any obligation to, publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. You should review carefully the sections captioned “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for a more complete discussion of these and other factors that may affect our business.

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APPENDIX A

Non-GAAP Financial Measures

Overview

In addition to reporting our financial information in our Annual Report on Form 10-K using U.S. GAAP, certain non-GAAP financial measures (which are indicated generally by * in this Proxy Statement) are used with respect to our long-term incentives. Such non-GAAP financial measures include (i) FCF, (ii) adjusted FCF (“Adjusted FCF”), and (iii) FCF Percentage, which are described further below. The Company does not intend for the information to be considered in isolation or as a substitute for the related GAAP financial measures. Other companies may define and calculate the measures differently than we do, limiting the usefulness of the measures for comparison with other companies.

Cash Flow Measures and Reconciliation: FCF and Adjusted FCF

FCF

FCF is defined as GAAP cash from operating activities, less capital expenditures for property, plant, and equipment. Management believes FCF provides investors with an important perspective on the cash available for stockholders, debt repayment, and acquisitions after making the capital investments required to support ongoing business operations and long-term value creation. FCF does not represent the residual cash flow available for discretionary expenditures as it excludes certain mandatory expenditures. Management uses FCF as a measure to assess both business performance and overall liquidity.

FCF Percentage

FCF Percentage is the Company’s FCF or Adjusted FCF, as appropriate, as a percentage of revenue over a three-year performance period (cumulative FCF/Adjusted FCF over the performance period divided by cumulative GAAP revenue over the performance period). This metric is used to align long-term incentives with a key valuation driver of our business, which is FCF/Adjusted FCF. A percentage of sales is used to drive sustained cash flow performance consistent with our established long-term goal of 7-9% of revenue.

Adjusted FCF

Management considers certain items that arise from time to time to be outside the ordinary course of our operations. Management believes that excluding these items provides a better understanding of the underlying trends in the Company’s operating performance and allows more accurate comparisons of the Company’s operating results to historical performance. Accordingly, Adjusted FCF is defined as FCF adjusted for these special items. The most comparable GAAP measure is cash provided by operating activities. The tables below provide reconciliations between the GAAP and non-GAAP measures.

Reconciliation

The table below presents a reconciliation of FCF and Adjusted FCF to cash from operating activities for each of the periods presented, and also demonstrates a reconciliation of FCF Percentage. For reference, revenues for the fiscal years ended December 31, 2020, 2019, and 2018 were $3,405 million, $7,863 million, and $7,222 million, respectively.

($ in millions)

Fiscal Year Ended

December 31,

 

As a Percentage of Revenue

(FCF Percentage)

 

2020

 

2019

 

2018

 

 

2020

 

 

2019

 

2018

 

Cash from Operating Activities

(745)

 

923

 

770

 

 

 

 

 

 

 

 

 

Capital Expenditures

(119)

 

(232)

 

(271

)

 

 

 

 

 

 

 

 

FCF

(864)

 

691

 

499

 

 

**

 

 

9%

 

7%

 

Cash Received under B787 Interim Pricing Agreement

*

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs Related to Planned Acquisitions

*

 

32

 

66

 

 

 

 

 

 

 

 

 

Adjusted FCF

*

 

723

 

565

 

 

 *

 

 

9%

 

7%

 

*

Not reported.

**

Less than zero percent.

 

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Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D69297-P66267 For Against Abstain For Against Abstain !!! !!! !!! !!! !!! !!! !!! !!! !!! !!! !!! !!! !!! !!! SPIRIT AEROSYSTEMS HOLDINGS, INC. 3801 S. OLIVER ST. WICHITA, KS 67210 THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO SUCH DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS. For Against Abstain SCAN TO VIEW MATERIALS & VOTE w VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 26, 2022. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/SPR2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on April 26, 2022. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign, and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ATTENDING THE VIRTUAL ANNUAL MEETING To attend the Annual Meeting, visit www.virtualshareholdermeeting.com/SPR2022 and enter your unique 16-digit voting control number in the box below. 1c. William A. Fitzgerald 1. Election of Directors: Nominees: 1b. Irene M. Esteves 1a. Stephen A. Cambone 1f. Robert D. Johnson 1d. Paul E. Fulchino 1e. Thomas C. Gentile III 1i. James R. Ray, Jr. 1j. Patrick M. Shanahan 1k. Laura H. Wright 1g. Ronald T. Kadish 1h. John L. Plueger 2. Advisory vote to approve the compensation of the Company's named executive officers. 4. The stockholder proposal titled "Shareholder Ratification of Termination Pay." 3. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditors for 2022. The Board of Directors recommends a vote FOR each of the following eleven director nominees: The Board of Directors recommends a vote FOR Proposals 2 and 3: The Board of Directors recommends a vote AGAINST Proposal 4: NOTE: Please sign exactly as name appears on your account. If the shares are registered in the names of two or more persons, each should sign. If acting as attorney, executor, trustee, or in another representative capacity, sign name and provide full title. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting. SPIRIT AEROSYSTEMS HOLDINGS, INC.

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D69298-P66267 Please keep this ticket to be admitted to the Annual Meeting NOTICE OF 2022 ANNUAL MEETING OF STOCKHOLDERS Place: www.virtualshareholdermeeting.com/SPR2022 By order of the Board of Directors, Mindy McPheeters Senior Vice President, General Counsel and Corporate Secretary Important Notice Regarding the Internet Availability of Proxy Materials for Spirit AeroSystems Holdings, Inc.'s 2022 Annual Meeting of Stockholders. The Notice and Proxy Statement and the 2021 Annual Report are available at: www.proxyvote.com Time: 11:00 a.m. Central Time on Wednesday, April 27, 2022 Who May Vote: You may vote if you were a stockholder of record at the close of business on March 1, 2022 PLEASE FOLD ALONG THE PERFORATION, DETACH, AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. PROXY / VOTING INSTRUCTIONS SOLICITED BY THE BOARD OF DIRECTORS OF SPIRIT AEROSYSTEMS HOLDINGS, INC. 2022 ANNUAL MEETING OF STOCKHOLDERS — APRIL 27, 2022 Each signatory on the reverse side hereby appoints Samantha J. Marnick and Robert D. Johnson, and each of them, with the power of substitution, as proxies for the undersigned and authorizes them to represent and vote all of the shares of stock of Spirit AeroSystems Holdings, Inc. that the undersigned may be entitled to vote at the Annual Meeting of Stockholders to be held on Wednesday, April 27, 2022 (the "Meeting"), and at any adjournment or postponement thereof, with respect to all of the proposals indicated on the reverse side of this card, and with discretionary authority as to any other matters that may properly come before the Meeting, in accordance with and as described in the Notice and Proxy Statement for the Meeting. This proxy, when properly executed, will be voted as directed or, if no such direction is given, will be voted FOR Proposals 1, 2, and 3, and AGAINST Proposal 4. Proxy — Spirit AeroSystems Holdings, Inc. ___________________________________________________________________________________________ IMPORTANT: PLEASE MARK, SIGN, AND DATE THIS PROXY ON THE REVERSE SIDE. ___________________________________________________________________________________________