Boeing’s board faces scrutiny yet again: ‘It’s a bad board, and it has been a bad board for a long time’

Business pundits are watching closely to see whether CEO Dave Calhoun can lead Boeing through the aftermath of its latest crisis or if he’ll be replaced. But Boeing’s board also deserves scrutiny, according to Nell Minow, vice chair of ValueEdge Advisors and a noted authority on corporate governance.

In 2021, Boeing’s board famously paid a hefty $246 million fine to settle a shareholder lawsuit that accused it of failing in its fiduciary duty to monitor safety, and initially lying about its response to the first of two fatal 737 Max 8 crashes. Now, as investigations continue into why a fuselage panel recently blew off a 737 Max 9 mid-flight, Minow asserts that the board is a “serial offender” that “doesn’t learn from past mistakes.” 

“It’s a bad board, and it has been a bad board for a long time,” she tells Fortune. 

Part of the problem is that the board hasn’t felt enough pressure to change, Minow explains. Boeing, as half of a duopoly, has only one major competitor, Airbus. It also holds government and commercial airline contracts that guarantee it business. Given the company’s market dominance, the board has allowed Boeing to put financial—not aviation—engineering first. “The inevitable results were what we saw,” says Minow, who owns Boeing shares.  

Others may criticize the company for not sufficiently overhauling its board and leadership immediately after the Max 8 fatalities. Four years ago, Calhoun’s predecessor, Dennis Muilenburg, was fired, accused of leading a culture that put production deadlines and profits ahead of safety. But Calhoun, a veteran GE executive, had been the board’s lead director overseeing Muilenburg’s term and close ally to the prior chief executive who led the firm into the rushed development of the 737 Max 8. 

Meanwhile, Boeing’s current chair Larry Kellner has been a director since 2011 and previously led its audit committee. 

“But will this fix what needs fixing?” Jon Ostrower, editor-in-chief of The Air Current and former Wall Street Journal aerospace reporter, asked in 2019 in response to the leadership revamp. Both Calhoun and Kellner had “consistently blessed [Boeing’s] long-term strategy,” he wrote. 

He wasn’t the only one with misgivings. In 2020, proxy advisor Glass Lewis urged investors to vote against Kellner at the company’s shareholder meeting, citing his role as audit committee chair during the 737 Max 8 crashes. Vanguard, Boeing’s top shareholder, voted against Kellner that year, referencing “control failures” by the audit committee. The following year, Glass Lewis advised against reelecting Kellner a second time. 

A handful of other board directors were also singled out by advisors, and consumer advocate Ralph Nader, whose grandniece died in the second Boeing 737 Max 8 crash, called for the whole board to resign.

But during board shakeups, companies are expected to hang on to key people for the sake of continuity as they introduce new talent with fresh perspectives. After reviewing recent board changes at Boeing, Jo-Ellen Pozner, associate professor of management at Santa Clara University’s Leavey School of Business, says she applauds the company for adding aviation and risk experts while replacing directors with financial, government, and trade expertise. “If I were putting together a board for Boeing, this is what I would choose,” she says of the current group. (More than half of the 13 current board members have joined since 2019.) 

Still, Pozner cautions that organizational culture is sticky. It takes time for transformational changes to trickle down from the board into a company’s operations, and the newest directors on Boeing’s board are likely only hitting their stride about now. What happens over the next few weeks will reveal whether the board is indeed prepared for adversity and attuned to the right issues.

Boeing didn’t immediately respond to Fortune’s request for comment.

Lila MacLellan
lila.maclellan@fortune.com
@lilamaclellan

Noted

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—Ian Bremmer, president of Eurasia Group, in a new report on the top corporate risks in 2024

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