BYINTERNET Visit www.proxyvote.com	MOBILEDEVICE 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	INPERSON Vote in person at the Annual Meeting; see “General Information — How Do I Attend the Annual Meeting”

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About Spirit

Quick Spirit Facts

Business Overview

Spirit is a leading tier-one global aerostructures provider. We manufacture large aerostructures, including fuselages, wing structures, engine nacelles, pylons, fan cowls, thrust reversers, and systems integration for the world’s premier aircraft. Spirit’s capabilities include metal manufacturing and assembly, precision assembly, and composites manufacturing.

Our engineering capabilities, combined with our capacity for high-volume production, have positioned Spirit as a leading aerostructures supplier to both Airbus and Boeing. For Boeing, we manufacture the B737 fuselage, the front section of the B787 fuselage, and otherwise manufacture parts for every Boeing commercial aircraft currently in production. Further, for Airbus, we supply fuselage and wing aerostructures content on the A350 XWB and wing aerostructures content on the A320 and A330. We are adding new Airbus content and contracts with other customers with the previously announced Asco and Bombardier acquisitions. Spirit also supplies aerostructures for various regional and business jet programs, including pylons on the A220 and Mitsubishi Regional Jet, as well as nacelles for Rolls-Royce engines used on Gulfstream aircraft.

In addition to producing aerostructures for commercial aircraft, Spirit designs, engineers, and manufactures structural components for military programs. We have been awarded a significant amount of work for Boeing’s P-8, C-40, and KC-46 tanker, all of which are commercial aircraft modified for military use. We are also involved in the development and production of various parts for the Sikorsky CH-53K heavy-lift helicopter and Bell V-280 tiltrotor aircraft. In addition, Spirit is proud to be a member of the Northrop Grumman B-21 Raider industry team. Spirit has invested heavily in research and development labs that enable us to deliver innovation and value on defense programs.

Spirit recently acquired Fiber Materials Inc. (“FMI”), an industry-leading technology company specializing in multi-directional reinforced composites that enable high-temperature applications such as thermal protection systems, re-entry vehicle nose tips, as well as rocket motor throats and nozzles. FMI's unique capabilities have positioned it as a leader in carbon-carbon high-temperature materials for hypersonic missiles, which the U.S. Department of Defense has identified as a national priority.

Spirit expects to complete its previously announced acquisitions of Asco and Bombardier aerostructures in 2020, which will increase its exposure to Airbus, business and regional jets, and defense work.

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Spirit Values and Fundamental Behaviors

ValuesTABLE OF CONTENTS

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:

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Name

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Age

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Director Since

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Skills and Experience

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Independent

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Committee Memberships

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Other Public Boards

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Robert D. Johnson, Board Chair

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75

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2006

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​

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.

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Yes

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2

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Ronald T. Kadish

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74

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2006

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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 variety of roles for the Department of Defense, and as a Lieutenant General in the United States Air Force.

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Yes

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*

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0

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John L. Plueger

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68

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2014

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Mr. Plueger has unique operational and aviation industry experience from over 36 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 Air Lease Corporation.

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Yes

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1

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James R. Ray, Jr.

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59

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2022

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Mr. Ray has expertise in supply chain, business transformation, strategy development and execution, innovation, technology, acquisitions, and global business integration acquired through years in leadership at Stanley Black & Decker.

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Yes

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2

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Patrick M. Shanahan

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60

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2021

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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 critical areas. Mr. Shanahan spent over three decades in a variety of leadership roles with Boeing.

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Yes

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2

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Laura H. Wright

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63

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2018

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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.

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Yes

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*

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3

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Transparency I am open, honest,

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Audit Committee

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Risk Committee

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Compensation Committee

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Corporate Governance and respectful with my communication. I speak up Nominating Committee (the “Governance Committee”)​

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*Chair

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​	PROPOSAL 2 — Frequency of Advisory Vote on Executive Compensation	​	​	The Board of Directors recommends that stockholders vote for every “1 YEAR” to share my ideas and build trust by making my intentions clear.
	Collaboration I align my actions with others, so we work togethercontinue to achievehold the best outcome in everything we do.
	Inspiration I encourageadvisory vote on the best from others, and I lead by example to ensure innovation is a componentcompensation of our success. named executive officers (“NEOs”) annually. See “Proposal 2 — Frequency of Advisory Vote on Executive Compensation” beginning on page 29 of this Proxy Statement.	​

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PROPOSAL 3 — Advisory Vote on Executive Compensation

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The Board of Directors recommends that stockholders vote “FOR” the advisory approval of the compensation of our NEOs for 2022. See “Proposal 3 — Advisory Vote on Executive Compensation” beginning on page 30 of this Proxy Statement.

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Fundamental Behaviors

​	Safety 4	Our employees are our greatest asset. We are committed to conducting our operations in a manner that prioritizes the safety and continued health of our employees and other workers. We are committed to continual assessment, training, and investment to execute our safety goals and reduce injuries and incidents. ​
​	Quality Spirit AeroSystems2023 Proxy Statement	We are committed to continually improving our 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 alongside our customers to develop innovative solutions to their challenges. We are committed to continually investing in new technologies to improve quality, lower costs, and increase production capabilities, in a mutually beneficial way.	​

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About Spirit’s Director Nominees and Governance Practices

Director Nominees

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Name	Age	Director Since		Principal Occupation	Independent	Committee Memberships
Stephen A. Cambone	67	2019		Associate Vice Chancellor for Cyber Initiatives, Texas A&M University System	Yes	Audit Risk
Charles L. Chadwell	79	2008		Retired VP/GM of Commercial Engine Operations, GE Aircraft Engines	Yes	Governance (Chair) Compensation
Irene M. Esteves	61	2015		Retired CFO, Time Warner Cable Inc.	Yes	Audit (Chair) Risk
Paul E. Fulchino	73	2006		Retired Chairman, President and CEO, Aviall, Inc.	Yes	Compensation (Chair) Governance
Thomas C. Gentile III	55	2016		President and CEO, Spirit AeroSystems Holdings, Inc.	No
Richard A. Gephardt	79	2006		President and CEO, Gephardt Group	No
Robert D. Johnson, Chairman	72	2006		Retired CEO, Dubai Aerospace Enterprise Ltd.	Yes	Compensation Governance
Ronald T. Kadish	71	2006		Retired EVP, Booz Allen Hamilton	Yes	Risk (Chair) Governance
John L. Plueger	65	2014		President and CEO, Air Lease Corporation	Yes	Audit Risk
Laura H. Wright	60	2018		Retired SVP and CFO, Southwest Airlines	Yes	Audit Risk

Director Nominee Experience

	Cambone	Chadwell	Esteves	Fulchino	Gentile	Gephardt	Johnson	Kadish	Plueger	Wright
PublicCompanyCEO				•	•				•
PublicCompanyCFO			•							•
AviationOperationsManagement		•		•	•		•	•	•	•
PublicCompanyBoard		•	•	•	•	•	•	•	•	•
ExecutiveCompensation		•		•	•		•		•	•
RiskManagement	•		•		•		•	•		•
M&A			•	•	•		•			•
SeniorGovernment	•					•		•
Cyber	•							•
International	•				•		•		•
Defense	•	•			•		•	•

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Board Composition

Corporate Governance HighlightsTABLE OF CONTENTS

Board Practices		Stockholder Protections
8 out of 10 director nominees are independent		Right to call special meetings
All committees are composed solely of independent directors		No poison pill or similar plan
Separate chairman and CEO		Active stockholder engagement program
Regular executive sessions of non-management directors		Annual say-on-pay vote
Annual Board and committee evaluations		Annual election of all directors
Robust stock ownership requirements for directors		Majority voting standard in uncontested director elections
Regularly analyze Board and committee composition and succession		Right to act by written consent
Risk oversight process with separate committee roles		Market-standard proxy access right
Overboarding policy		Insiders are not permitted to short sell, hedge, or pledge Company securities

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About Spirit’s

Executive Compensation Program

Overview of Spirit’s Executive Compensation Program

At-A-Glance

For 2022, we made significant changes to our incentive compensation programs based on stockholder feedback:

Highlights

■

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

Our compensation objectives are to (i) attract, retain, and motivate highly qualified executive officers, (ii) pay-for-performance using short-term and long-term incentives (iii) align interestsfrom 60% time-based and 40% performance-based to 50%:50%

​

■

We removed the individual performance component of the Company’s executive officers with the Company’s stockholders by using compensation performance measures that are meaningful to our stockholders, and (iv) ensure compensation does not encourage inappropriate risk-taking by diversifying performance measures, using payment caps, and maintaining clawback policies, among other things. The 2019 compensation structure (excluding perquisite and “other” compensation, and excluding Mr. Kapoor)annual cash incentive for our CEO and other NEOs going forward so that achievement is now based solely on Company performance

​

■

We returned to more traditional performance metrics of Free Cash Flow* (“FCF”), Earnings Before Interest and Taxes* (“EBIT”), Revenue, and Quality for our 2022 annual cash incentive and retained total stockholder return for our 2022 long-term performance incentive grants

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The following are the other namedkey metric results for our 2022 executive officers (“NEOs”performance incentive programs, including long-term performance incentives with a vesting period concluding at the end of 2022.

​	FREE CASH FLOW*	​	​	​	EBIT*	​	​	​	REVENUE	​
​	($516) million TARGET: ($188) million	​	​	​	($295) million TARGET: $340 million	​	​	​	$5.030 billion TARGET: $5.337 billion	​
​	QUALITY INDEX SCORE	​	​	​	TOTAL STOCKHOLDER RETURN (2020-2022 performance)	​	​	​	FREE CASH FLOW AS A PERCENTAGE OF REVENUE*	​
​	0.90 TARGET: 1.00	​	​	​	Below 25th percentile TARGET: 50th Percentile	​	​	​	(12.87%) TARGET: 7.75%	​

*See Appendix A for an explanation and reconciliation of non-GAAP measures.

The Company’s incentive compensation payouts demonstrate the rigor of the performance targets set by the Compensation Committee.

​	ANNUAL CASH INCENTIVE 1-year performance period	​	​	2022 Average Payout For NEOs 18% of target	​	​	2021 Average Payout For NEOs 80% of target	​	​	2020 Average Payout For NEOs 88% of target	​
​	LONG-TERM PERFORMANCE INCENTIVE 3-year performance period	​	​	2020-2022 performance 0% vesting	​	​	2019-2021 performance 0% vesting	​	​	2018-2020 performance 0% vesting	​

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PROPOSAL 4 — Approval of Amended and Restated 2014 Omnibus Incentive Plan

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​

The Board of Directors recommends that stockholders vote “FOR” approval of the Spirit AeroSystems Holdings, Inc. Amended and Restated 2014 Omnibus Incentive Plan (the “Amended and Restated Omnibus Incentive Plan”). See “Proposal 4 — Approval of Amended and Restated 2014 Omnibus Incentive Plan” beginning on page 64 of this Proxy Statement.

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PROPOSAL 5 —Ratification of Appointment of Independent Auditors

​

​

The Board of Directors recommends that stockholders vote “FOR” ratification of the appointment of Ernst & Young LLP as the Company’s independent auditors for 2023. See “Proposal 5 — Ratification of Appointment of Independent Auditors” beginning on page 71 of this Proxy Statement.

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Spirit AeroSystems2023 Proxy Statement

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PROPOSAL 1

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ELECTION OF DIRECTORS

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The Board has nominated each individual listed below for election as a director. The Board has determined it is below. Asin the charts below demonstrate, 88%best interests of the Company and its stockholders for each nominee to continue serving on the Board, subject to stockholder approval. All of our CEO’s direct compensation was variable based on performance goals, while 79% of the other NEOs’ direct compensation was variable based on performance.

2019 Pay-for-Performance Metrics

	Incentive Program	Financial Metrics	Weighting
ANNUAL CASH INCENTIVE	Company Portion of Annual Cash Incentive (75-80%)	Adjusted Free Cash Flow*	50%
		Adjusted EBIT*	30%
		Revenue	20%
	Individual Portion of Annual Cash Incentive (20-25%)	None; based on individual performance goals	100%
LONG-TERM INCENTIVES	Time-Based Restricted Stock	Stock Price	60%
	Performance-Based Restricted Stock	Free Cash Flow as a Percentage of Revenue*	20%
		Total Stockholder Return	20%
* Please see AppendixA for an explanation and reconciliation of these non-GAAP measures.

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Compensation Practices

Best Practices	What the Company Doesn’t Do
Align pay and performance - substantial portion of pay is delivered through variable, at-risk compensation	No ongoing new defined-benefit Supplemental Executive Retirement Plan accruals
Payout of annual cash incentive and performance-based restricted stock awards is capped at 200%	No short selling, pledging, or hedging stock
Performance goalsdirectors are relevant, challenging, and tied to key measures of profitability and performance	No enhanced health and welfare benefit plans for executives
Long-term incentives paid entirely in stock	No accumulation of dividends on unvested performance-based restricted stock awards
Clawback policies	No dividend payments on time-based restricted stock awards until they vest
Robust stock ownership requirements	No tax gross-ups related to a change-in-control
Double-trigger change-in-control provisions	No guaranteed payouts on performance-based compensation (except for upon death, disability, or qualifying retirement)
Stockholders cast an annual advisory say-on-pay vote	No share recycling (other than in the context of forfeited shares)

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PROPOSAL 1

ELECTION OF DIRECTORS

Overview

The Board of Directors is elected each year at the Company’s annual meeting of stockholders. Spirit currently has 10 directors. Each directorThe directors elected at the Annual Meeting will serve until the 20212024 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

Spirit currently has 11 directors, which number may be modified from time to time by the recommendationsBoard. Each of the Company’s Corporate Governance and Nominating Committee (the “Governance Committee”), the Board has nominated each of the persons listed below for election as directors. Except for Dr. Cambone, who joined the Board on October 22, 2019, all nominees have served as directors of the Company since the 2019 annual meeting of stockholders.

Each of thedirector 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 unavailableunable 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 byBoard unanimously recommends a vote FOR each nominee and highlights the specific experience, qualifications, attributes, and skills of the individualdirector nominees that have led the Board to conclude that each should continue to serve on the Board.

Director Nominees

listed below.

​	​	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.	​	​

​	Stephen A. Cambone
		Age 67 Director Since 2019 Independent Director
Recent Professional Experience: Age: 70 Director Since: 2019	Current Public Company Directorships: ​
​		PROFESSIONAL EXPERIENCE: •■ Consultant, Techsource (2022-present) ​ ■ Consultant, Intelligence and Security Alliance (2021-present) ​ ■ Trustee, Rumsfeld Foundation (2012-present) ​ ■ Associate Vice Chancellor for Cyber Initiatives, Texas A&M University System (2017-present) (2017-2022) • Trustee, Rumsfeld Foundation (2012-present) ​ ■ • Founder, Adirondack Advisors, LLC (2012-2018) ​ •■ Senior positions at QinetiQ, Inc. (2007-2012), including Executive Vice President, Strategic Development, and President, Missions Solution Group ​ •■ Undersecretary Under Secretary of Defense for Intelligence, U.S. Department of Defense (2003-2006) (servedand served in other roles with the U.S. Department of Defense from 2001-2003) 2001-2003	​ •CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Spirit AeroSystems Holdings, Inc. (2019-present) Committee Assignments: • Audit ​ •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, expertise, along with executive leadership experience in the defense technology industry. Dr. Cambone yieldshas world-class knowledge of cybersecurity matters and invaluable insight into strategic development, given his years of experience in the private sector and government.		​

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Charles L. Chadwell 6

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Age 79 Director Since 2008 ​	Irene M. Esteves​ Independent Director
		Pre-Retirement Professional Experience: Age: 64 Director Since: 2015	Current Public Company Directorships: ​
​	PROFESSIONAL EXPERIENCE: •■ Executive Vice President and General Manager of Commercial Engine Operations, General Electric Aircraft Engines (“GE Aviation”)(1994-2002) • Vice President, Operations, GE Aviation (1990-1994) • Vice President, Human Resources, GE Aviation (1988-1990)	• Spirit AeroSystems Holdings, Inc. (2008-present)
	Former Public Company Directorships Held in the Past Eight Years:
	• B/E Aerospace (2007-2012)
	Committee Assignments:
	• Governance (Chair) • Compensation
	Qualifications,Experience,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 61 Director Since 2015 Independent Director
	Pre-Retirement Professional Experience:	Current Public Company Directorships:
	• Chief Financial Officer, Time Warner Cable Inc. (2011-2013) ​ •■ Executive Vice President and Chief Financial Officer, XL Group plc (2010-2011) ​ •■ Senior Vice President and Chief Financial Officer, Regions Financial Corporation (2008-2010)	​ •CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Roper Technologies (2021-present) ​ ■ Spirit AeroSystems Holdings, Inc. (2015-present) • RR Donnelley & Sons Co. (2017-present) ​ • Aramark Holdings Corp. (2015-present) ■ • KKR Real Estate Finance Trust Inc. (2018-present)
		Former Public Company Directorships Held in Past Six Years:
		​ •FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS: ■ Aramark Holdings Corp. (2015-2022) ​ ■ RR Donnelley & Sons Co. (2017-2022) ​ ■ Level 3 Communications (2014-2017) ​ •COMMITTEE ASSIGNMENTS: TW Telecom Inc. (2014) ■ Audit (Chair) ​ ■ Risk ​	​
		Committee Assignments:
​		• Audit (Chair) QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: • Risk
	Qualifications,Experience,KeyAttributes,andSkills: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.		​

​	William A. Fitzgerald Independent Director Age: 62 Director Since: 2021	​	​	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.	​

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Spirit AeroSystems2023 Proxy Statement

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​	Paul E. Fulchino
		Age 73 Director Since 2006 Independent Director
Recent Professional Experience: Age: 76 Director Since: 2006	Current Public Company Directorships: ​
​		PROFESSIONAL EXPERIENCE: •■ Operating Partner, AE Industrial Partners (“AEI”) (2015-present) ​ •■ Chairman, AEI HorizonX Ventures (2021-2022) ​ ■ Senior Advisor, The Boeing Company (“Boeing”) (2010-2014) ​ •■ Chairman, President, and Chief Executive Officer, Aviall, Inc. (2000-2010) (Aviall became a wholly ownedwholly-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 Five Years:
	​ •■ BigBear.ai (2021-present) ​ FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS: ■ Wesco Aircraft Holdings, Inc. (2008-2020; Wesco filed a securities termination registration notice in January 2020) (2008-2020) ​ COMMITTEE ASSIGNMENTS: ■ Compensation (Chair) ​ ■ Governance ​	​
	Committee Assignments:
​	• Compensation (Chair) QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: • Governance
	Qualifications,Experience,KeyAttributes,andSkills: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 55 Age: 58 Director SinceSince: 2016
Recent Professional Experience:	Current Public Company Directorships: ​
​		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 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 Five Years: •​ Synchrony Financial Bank (2015)	​
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	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.		​

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​	Richard A. Gephardt
Age 79 Director Since 2006
Recent Professional Experience: 8	Current Public Company Directorships: ​
​	• President and Chief Executive Officer, Gephardt Consulting Group (“GCG”) (2007-present) • President and Chief Executive Officer, Gephardt Governmental Affairs (“GGA” and, together with GCG, the “Gephardt Group”) (2005-present) • Member, U.S. House of Representatives (1977-2005). During this time, he served as the House Minority Leader (1995-2003) and House Majority Leader (1989-1995) Spirit AeroSystems2023 Proxy Statement	• Spirit AeroSystems Holdings, Inc. (2006-present) • Centene Corp. (2006-present)
	Former Public Company Directorships Held in Past Five 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 perspective on public policy, political affairs, and the regulatory environment. Mr. Gephardt also brings to the Board experience as a public company director. ​

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​	Robert D. Johnson, Chairman
		Age 72 Director Since 2006 Chair Independent Director
Pre-Retirement Professional Experience: Age: 75 Director Since: 2006	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) ​ COMMITTEE ASSIGNMENTS: ■ Compensation ​ ■ Governance ​	​
	Former Public Company Directorships Held in Past Eight Years:
​	• Ariba, Inc. (2003-2012)
	Committee Assignments:
	• Compensation QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: • Governance
	Qualifications,Experience,KeyAttributes,andSkills:Mr. Johnson, ChairmanChair of the Board, has international aviation industry executive leadership experience and executive compensation and human resourceresources 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 71 Director Since 2006 Independent Director
Recent Professional Experience: Age: 74 Director Since: 2006	Current Public Company Directorships: ​
​		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 Five Years:
	​ •FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS: ■ Northrop Grumman Innovation Systems, Inc. (formerly known as Orbital ATK, Inc.) (2015-2019) ​ •COMMITTEE ASSIGNMENTS: Orbital Sciences Corp. (2005-2015) ■ Risk (Chair) ​ ■ Governance ​	​
	Committee Assignments:
​	• Risk (Chair) QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: • Governance
	Qualifications,Experience,KeyAttributes,andSkills:Mr. Kadish provides the Board with unique expertise in military, program management, security, international, and governmental matters, including having served three decades in the U.S. Air Force, rising to the rank of Lieutenant General. He delivers critical insight to the Board with respect to enterprise risk management, cybersecurity, global security, and our defense customers’ needs and expectations. Mr. Kadish also brings to the Board experience as a public company director.		​

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​	John L. Plueger
		Age 65 Director Since 2014 Independent Director
Recent Professional Experience: Age: 68 Director Since: 2014	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: • Audit ​ •COMMITTEE ASSIGNMENTS: Risk ■ Audit ​ ■ Compensation ​	​
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	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.		​

​	James R. Ray, Jr. Independent Director Age: 59 Director Since: 2022	​	​	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 — 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.	​

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​	Patrick M. Shanahan Independent Director Age: 60 Director Since: 2021	​	​	PROFESSIONAL EXPERIENCE: ■ Acting Secretary of Defense, Department of Defense (2019) ​ ■ Deputy Secretary of Defense, Department of Defense (2017-2018) ​ ■ Senior Vice President, Supply Chain & Operations, Boeing (2016-2017) ​ ■ Senior Vice President and General Manager, Commercial Airplane Programs, Boeing (2008-2016) ​ ■ Various roles, Boeing (1986-2007) ​ CURRENT PUBLIC COMPANY DIRECTORSHIPS: ■ Spirit AeroSystems Holdings, Inc. (2021-present) ​ ■ Leidos Holdings, Inc. (2022-present) ​ ■ CAE, Inc. (2022-present) ​ FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS: ■ Zanite Acquisition Corporation (2021-2022) ​ 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 Acting Secretary of Defense and 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.	​

​	Laura H. Wright
		Age 60 Director Since 2018 Independent Director
Recent Professional Experience: Age: 63 Director Since: 2018	Current Public Company Directorships: ​
​		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 Five Years:
	​ •■ JOBY Aviation, Inc. (2021-present) ​ FORMER PUBLIC COMPANY DIRECTORSHIPS — PAST FIVE YEARS: ■ Pebblebrook Hotel Trust (2009-2019) ​ COMMITTEE ASSIGNMENTS: ■ Governance (Chair) ​ ■ Risk ​	​
	Committee Assignments:
​	• Audit QUALIFICATIONS, EXPERIENCE, KEY ATTRIBUTES, AND SKILLS: • Risk
	Qualifications,Experience,KeyAttributes,andSkills: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.		​

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Voting StandardTABLE OF CONTENTS

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 ​

CORPORATE GOVERNANCE​

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

HIGHLIGHTS

​	INDEPENDENT OVERSIGHT:	​	​	10 out of 11 directors are independent ​ All committees are composed solely of independent directors ​ Lead independent director is required if Chair and CEO roles not separate (currently the roles are separate) ​	​	​	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 eight years, and average age is approximately 66 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 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. To further its commitment, the Board has adopted theThe Company’s Corporate Governance Guidelines (the “Governance Guidelines”) are intended to ensurepromote 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 the Board haslong-term interests of our stockholders are being served; reviewing the necessary authoritymajor risks facing the Company and practices in placehelping develop strategies to effectively review and evaluate the Company’s strategy and operations, to make decisions that are independent of the Company’s management, to oversee management, and to monitoraddress those risks; assessing adherence to the Company’s standards and policies.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 athttp://investor.spiritaero.com/govdocscorporate-governance/govdocs/default.aspx.

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