Brian Rogers
Director at RTX
Board
About Brian C. Rogers
Independent director of RTX since 2016 (age 69), Rogers is the retired Chairman and former Chief Investment Officer of T. Rowe Price. He chairs RTX’s Finance Committee and serves on the Human Capital & Compensation Committee, bringing deep financial, investment, and risk oversight expertise and insight into institutional investor perspectives .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Chairman of the Board | 2007–2017 | Provided executive leadership and governance at a global asset manager |
| T. Rowe Price Group, Inc. | Chief Investment Officer | 2004–2017 | Extensive financial, investment, and risk management oversight |
| T. Rowe Price Group, Inc. | Senior leadership roles (joined 1982) | 1982–2017 | Long-tenured investment leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lowe’s Companies, Inc. | Director | Since 2018 | Current public company directorship |
| T. Rowe Price Group, Inc. | Chairman of the Board (non-executive) | 2017–2019 | Post-retirement chair role |
| Brookings Institution | Trustee | n/d | Non-profit governance role |
| Harvard Management Company | Board of Directors | n/d | Endowment investment oversight |
| Johns Hopkins Medicine | Trustee | n/d | Non-profit governance role |
Board Governance
- Committee assignments: Finance Committee (Chair) and Human Capital & Compensation (member). Finance Committee remit includes capital allocation, M&A plans, pension asset investment oversight, and financial risk management—well-aligned with Rogers’ background .
- Independence: Identified as “INDEPENDENT DIRECTOR” in RTX proxy; HCC is composed exclusively of independent directors .
- Tenure: Director since 2016 (≈9 years as of 2025) .
- Board/committee activity and attendance: 10 Board meetings in 2024; overall director attendance 96% at Board meetings and 98% at Board and Committee meetings; 100% director attendance at the 2024 Annual Meeting .
- Election support (2025 Annual Meeting): Votes for Rogers 1,033,292,275; against 5,461,636; abstentions 1,780,096; broker non-votes 145,426,399 .
- Committee meeting cadence (2024): Finance (5 meetings); HCC (5 meetings) .
- Governance developments: Governance Committee charter expanded in 2024 to include product quality and AI oversight, enhancing Board oversight breadth .
Fixed Compensation
| Element | Amount/Structure | Details |
|---|---|---|
| Base annual retainer (May 2024–May 2025) | $325,000 total ($130,000 cash; $195,000 DSUs) | Directors may elect 100% DSUs (Rogers elected DSUs) |
| Chair retainers | Finance Chair: $25,000 ($10,000 cash; $15,000 DSUs) | Additional to base retainer |
| Other chair retainers (for reference) | HCC Chair $35,000; Audit Chair $40,000; Governance Chair $25,000; Special Activities Chair $25,000 | Structure for committee leadership |
| Special meeting fees | $3,000 per special in‑person meeting | No fees paid in 2024 as special meetings were telephonic |
| 2025 change | Base retainer increased to $345,000 effective May 1, 2025 | Governance Committee market-alignment adjustment |
| 2024 actual for Rogers | Cash: $0; Stock awards (DSUs, includes elected cash portion): $350,000; All other: $26,925; Total: $376,925 | Rogers elected DSUs for cash portion; All other includes company charitable match ($25,000) |
Performance Compensation
| Component | Applies to Non‑Employee Directors? | Notes |
|---|---|---|
| Performance-based metrics (e.g., TSR, EPS, EBITDA) | No | Director pay is structured as retainers and DSUs; no performance metrics disclosed for directors |
| DSU plan mechanics | Yes (structural) | Annual DSU crediting on Annual Meeting date; dividends credited in additional DSUs; distribution only upon retirement; installment election options |
| Hedging/pledging prohibition | Yes (policy) | Directors are prohibited from pledging or hedging RTX securities; short sales and derivatives also prohibited |
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| Lowe’s Companies, Inc. | Public | Director | None disclosed by RTX |
| T. Rowe Price Group, Inc. | Public (former) | Chairman (non-exec, 2017–2019) | No related‑party transactions disclosed involving Rogers; RTX policy requires review/approval of related person transactions; 2024 disclosures list no Rogers‑related items |
Expertise & Qualifications
- Financial, investment, and risk management expertise from CIO and Chairman roles at T. Rowe Price; considered a key financial/risk oversight contributor to the RTX Board .
- Senior leadership and governance experience; provides institutional investor perspective to the Board .
- As Finance Committee Chair, aligns with oversight of capital allocation, M&A, financing programs, pensions, and risk management .
Equity Ownership
| As of Feb 18, 2025 | SARs Exercisable (≤60d) | RSUs Convertible (≤60d) | DSUs Convertible (≤60d) | Total Shares Beneficially Owned | Notes |
|---|---|---|---|---|---|
| Brian C. Rogers | – | 1,223 | 32,676 | 38,899 | None of directors/NEOs beneficially owned >1% of shares; non‑employee directors must hold stock = 5x base cash retainer within 5 years; all directors comply or are on track . For reference, RTX had 1,335,089,924 shares outstanding as of Mar 4, 2025 (record date) . |
- Pledging/hedging: Prohibited for directors; no pledges disclosed for Rogers .
- Ownership policy scope: Includes shares held outright, RSUs, and plan shares; excludes options and PSUs .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Security | Quantity | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|---|
| 2025-05-05 | 2025-05-01 | A – Award | Phantom Stock Unit | 2,904.0107 | $0.00 | 35,733.083 | https://www.sec.gov/Archives/edgar/data/101829/000122520825004725/0001225208-25-004725-index.htm |
| 2024-05-06 | 2024-05-02 | A – Award | Phantom Stock Unit | 3,435.0770 | $0.00 | 32,136.5493 | https://www.sec.gov/Archives/edgar/data/101829/000122520824005693/0001225208-24-005693-index.htm |
- Consistent with RTX’s Director DSU Plan: annual awards/credits occur on the date of the Annual Meeting; DSUs/phantom units accrue dividends and are distributed upon retirement .
Director Compensation Detail (2024)
| Name | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| Brian C. Rogers | $0 | $350,000 | $26,925 | $376,925 | Elected 100% of cash retainer in DSUs; company matched $25,000 charitable gifts included in All Other |
Additional Governance Context
- HCC Committee oversight practices: sets incentive goals, evaluates performance, and engages an independent compensation consultant; in 2024, FW Cook performed a compensation risk assessment concluding plans do not contain risky features and include adequate risk mitigants .
- Clawback: RTX maintains comprehensive clawback policies, including SEC/NYSE-compliant executive officer clawback for restatement scenarios; broader corporate policy also covers misconduct and covenant breaches .
- Board leadership: Independent Lead Director with robust authority; private executive sessions are regularly held; in 2025 the Board combined Chairman and CEO roles while maintaining strong independent oversight mechanisms .
Governance Assessment
- Strengths: Long-tenured independent director with deep financial/investment acumen chairs Finance Committee; compensation taken largely in DSUs (100% election in 2024) aligns incentives with shareholders; ownership policy (5x cash retainer) and hedging/pledging prohibitions reinforce alignment; strong shareholder support for Rogers’ 2025 re‑election (over 1.03B “For” votes) and robust say‑on‑pay approval signal investor confidence .
- Risks/Conflicts: No related‑party transactions involving Rogers disclosed; current external public directorship (Lowe’s) is outside RTX’s customer/supplier ecosystem; overall conflict risk appears low based on disclosures .
- Engagement/Effectiveness Signals: Board‑level attendance metrics are strong; Rogers serves on HCC, supporting pay‑for‑performance oversight, and chairs Finance during a period of active portfolio and capital allocation oversight .
RED FLAGS: None observed in disclosures regarding attendance, related‑party transactions, pledging/hedging, or pay anomalies for Rogers .