Denise Ramos
Director at RTX
Board
About Denise L. Ramos
Retired CEO & President of ITT Inc., Denise Ramos (age 68) has served on the RTX Board since 2018 and is an independent director with deep finance and operating credentials across diversified industrials and consumer sectors . At RTX, she serves on the Audit Committee and the Governance & Public Policy Committee, and the Board designates her as an SEC “audit committee financial expert,” underscoring her financial oversight capability . The Board classifies her as independent under NYSE and RTX policies, with no material relationships or related-party interests identified by the Governance Committee’s annual review process .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ITT Inc. | Chief Executive Officer & President | 2011–2019 | Led a diversified manufacturer; brings operating, M&A, and capital allocation experience to RTX oversight . |
| ITT Corporation | Senior Vice President & Chief Financial Officer | 2007–2011 | CFO experience supports audit committee financial expert designation . |
| Furniture Brands International | Chief Financial Officer | 2005–2007 | Public company CFO experience . |
| Yum! Brands (incl. KFC U.S.) | SVP & Corporate Treasurer; CFO, KFC U.S. | 2000–2005 | Global finance and treasury expertise . |
| Atlantic Richfield Company (ARCO) | Various finance positions | 20+ years | Energy-sector finance/operations exposure . |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Bank of America Corp. | Director | 2019–Present | Current public company directorship . |
| Phillips 66 Company | Director | 2016–2025 | Prior public company board service . |
| Praxair, Inc. | Director | 2014–2016 | Prior public company board service . |
| ITT Inc. | Director | 2011–2019 | Prior public company board service . |
Board Governance
- Committee assignments: Audit; Governance & Public Policy (product safety, product quality, AI strategy oversight added in 2024) .
- Financial expert: The Board identifies Ramos as an SEC “audit committee financial expert” (with Leanne G. Caret), enhancing audit quality and financial reporting oversight .
- Independence: The Board determined all nominees other than the CEO are independent and have no material relationships or direct/indirect interests in RTX transactions; Ramos is independent under NYSE and RTX policies .
- Attendance context: RTX reported 96% overall attendance at 10 Board meetings and 98% across Board and Committees in 2024; 100% attendance at the 2024 Annual Meeting (director-specific attendance not disclosed) .
- Board engagement: Governance Committee now oversees product safety and product quality, and monitors AI strategy—areas directly linked to RTX’s execution, compliance, and technology risk; Ramos contributes through this committee .
- Lead independent oversight: The Board maintains a robust Lead Director model; independent directors meet in executive session regularly .
Fixed Compensation
| Component (Non-Employee Director) | Policy / Structure | 2024 Amounts for Ramos |
|---|---|---|
| Annual Retainer | $325,000 total: 40% cash / 60% DSUs by default; directors may elect 100% DSUs | Ramos elected 100% DSUs; Cash $0; Stock Awards (DSUs) $325,000 . |
| Committee Chair Fees | Audit Chair $40,000; HCC Chair $35,000; Finance/Governance/Special Activities Chair $25,000 | Not a chair; $0 chair fees . |
| Meeting Fees | $3,000 only for special in-person meetings (none paid in 2024 as specials were telephonic) | $0 . |
| Other | Incidental benefits and matching charitable gifts (if any) | $1,925 “All Other Compensation” (includes matched gifts, incidentals) . |
| 2024 Director Compensation (RTX Table) | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $0 |
| Stock Award ($) | $325,000 |
| All Other Compensation ($) | $1,925 |
| Total ($) | $326,925 |
- 2025 change: Base annual director retainer increased to $345,000 effective May 1, 2025, to align with market .
Performance Compensation
- RTX does not use performance-based incentive metrics for non-employee directors; compensation is a mix of cash and DSUs tied to Board service, with DSUs credited for dividends and distributed upon retirement—emphasizing alignment over pay-for-performance constructs typical for executives .
Other Directorships & Interlocks
- Current: Bank of America Corp. (financial services) .
- Prior: Phillips 66 (energy), Praxair (industrial gases), ITT Inc. (industrials) .
- Interlock/conflict screen: RTX’s independence review (questionnaires and transaction review) concluded no material relationships or transactions requiring disclosure for nominees, supporting independence and low related-party risk .
Expertise & Qualifications
- Core skills relied upon by RTX: Manufacturing/Operations & Supply Chain; Senior Leadership; Financial expertise .
- Finance/Audit depth: CFO roles at ITT, Furniture Brands, KFC U.S.; designated “audit committee financial expert” at RTX .
- Strategic/M&A: Extensive strategic planning and M&A experience from CEO/CFO tenures .
Equity Ownership
| Ownership Element | Detail |
|---|---|
| DSUs Convertible to Shares within 60 days | 24,069 units |
| Deferred RSUs Convertible within 60 days | 1,198 shares |
| Total Shares Beneficially Owned | 25,267 (less than 1% of outstanding) |
| Director Ownership Guideline | 5x annual base cash retainer; compliance required within 5 years; all directors comply or are on track |
| Hedging/Pledging | Directors prohibited from hedging, short sales, and pledging RTX securities (alignment safeguard) |
| DSU/RSU Treatment | DSUs/Deferred RSUs accrue dividend equivalents and are distributed after Board retirement |
Governance Assessment
-
Strengths for investor confidence
- Independence and conflict controls: Annual independence assessments found no material relationships; Ramos meets NYSE/RTX independence standards .
- Financial oversight: Audit Committee member and designated “audit committee financial expert,” bolstering audit quality, internal controls, and risk oversight .
- Deep operating/finance background: CEO/CFO experience at ITT and CFO roles across industries support effective challenge on strategy, capital allocation, and execution .
- Alignment: Elected to take 100% of retainer in DSUs in 2024; meaningful DSU/RSU holdings; strong director ownership policy; hedging/pledging prohibited .
- Governance scope: Service on Governance & Public Policy Committee now covering product safety, product quality and AI strategy—key risk areas for RTX—supports stronger oversight of execution and compliance risks .
-
Watch items
- External board workload: Current Bank of America directorship plus prior multi-board experience—RTX imposes limits and approval processes for outside boards; independence review mitigates conflict risk; no material related-party transactions identified .
- Attendance disclosure: RTX provides aggregate attendance metrics (96% Board, 98% Board/Committees); individual director attendance not disclosed—no negative flags identified .
-
Shareholder sentiment context
- Say-on-Pay approval of ~86% at 2024 Annual Meeting suggests broadly supportive governance/compensation environment, though not director-specific .
- Shareowner engagement covered holders representing >58% of outstanding shares in 2024, indicating active investor dialogue .