SPR Spirit Aerosystems Holdings Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(d)    On October 22, 2019, the Board of Directors (the “Board”) of Spirit AeroSystems Holdings, Inc. (the “Company”) approved an increase in the size of the Board from nine to ten members, and elected Stephen Cambone to fill the newly created vacancy. Dr. Cambone will serve on the Board until the Company’s 2020 Annual Meeting of Stockholders, or until his successor has been duly elected and qualified, or until his earlier death, resignation, or removal. Dr. Cambone was also named to the Audit Committee and Risk Committee of the Board.

Dr. Cambone, age 67, is the Associate Vice Chancellor for Cyber Initiatives at Texas A&M University System. Prior to joining Texas A&M (from 2012-2018), Dr. Cambone founded Adirondack Advisors, LLC, where he advised public and private companies serving the national security market and non-profit organizations in strategic planning, operations, resource allocation, and technological transformation. From 2007 to 2012, Dr. Cambone served in various positions with QinetiQ, Inc., including President of the Mission Solutions Group in North America. From 2001 to 2006, Dr. Cambone held several positions with the United States Department of Defense, including Undersecretary of Defense for Intelligence, Director of Program Analysis and Evaluation, Principal Deputy Undersecretary of Defense for Policy, and Special Assistant to the Secretary and Deputy Secretary. He served as the Director of Research for the Institute for National Security Studies from 1998-2001, the Senior Fellow for Center for Strategic and International Studies from 1993-1998, Office Director for Office of the Undersecretary of Defense for Policy from 1990-1993, Deputy Director of Strategic Analysis for SRS Technology Ltd. from 1986-1990, and various positions for Los Alamos National Laboratory from 1982 to 1986.

There are no arrangements or understandings between Dr. Cambone and any other persons pursuant to which he was selected as a director. Pursuant to the Company’s non-employee director compensation program, Dr. Cambone will receive $52,644.63 as a pro-rata portion of the annual cash retainer of $105,000 paid to non-employee directors, and an additional $62,672.18 as a pro-rata portion of the annual equity retainer of $125,000 paid to non-employee directors. Additional information about non-employee director awards and other compensation to which Dr. Cambone will be entitled is described in the Proxy Statement for the Company’s 2019 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on March 11, 2019.

A copy of the press release announcing the election of Dr. Cambone to the Board is attached as Exhibit 99.1 to this report.