Ellen Pawlikowski
Director at RTX
Board
About Ellen M. Pawlikowski
Independent director of RTX since 2020; age 68. She is a retired U.S. Air Force General and former Commander of Air Force Materiel Command, bringing deep defense acquisition, advanced weapons systems, and national security policy expertise. Current RTX board committee roles: Human Capital & Compensation (joined May 2, 2024) and Special Activities; previously served on the Audit Committee until May 2, 2024. The Board has determined she is independent under NYSE standards; no material relationships or transactions involving RTX were identified for her among 2025 nominees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Commander, Air Force Materiel Command | 2015–2018 | Led enterprise overseeing acquisition, sustainment and tech; domain expertise in critical mission needs and advanced weapons systems |
| U.S. Air Force | Senior acquisition and R&D roles (Military Deputy for Acquisition; Commander/PEO Space & Missile Systems Center; Commander, AFRL; Deputy Director & COO, NRO) | 36-year career | Deep technical and acquisition leadership across major programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RPM International Inc. (public) | Director | Since 2022 | Corporate governance; no RTX-related party transactions disclosed |
| Velo3D, Inc. (public) | Director | Mar 2022–Jul 2023 | Additive manufacturing oversight |
| Intelsat S.A. (public) | Director | 2019–Feb 2022 | Satellite communications oversight |
| Applied Research Associates (private) | Director | — | Advanced research governance |
| SRI International (private) | Director | — | R&D governance |
| CEM Defense Materials (private) | Director | — | Defense materials governance |
| American Institute of Aeronautics and Astronautics | Chair, Honorary Fellows Committee | — | Professional standards and recognition |
| National Academy of Engineering | Member | — | Peer-recognized technical excellence |
| Air Force Studies Board; Defense Science Board | Member/Advisor | — | National security technology policy advisory |
Board Governance
| Governance Aspect | Detail |
|---|---|
| Committee memberships | Human Capital & Compensation (member; joined May 2, 2024); Special Activities (member); Audit (served until May 2, 2024) |
| 2024 committee meeting counts | Audit: 8; Governance & Public Policy: 5; Finance: 5; HCC: 5; Special Activities: 4 |
| Independence | Board determined all nominees (except CEO) are independent; she is independent under RTX policy and NYSE standards |
| Board engagement & attendance | 10 Board meetings in 2024; directors recorded 96% overall Board attendance, 98% combined Board and Committee attendance; 100% attendance at 2024 Annual Meeting |
| Executive sessions | Independent directors meet regularly without management; Lead Director presides over private sessions |
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $130,000 |
| Stock Award (DSUs grant-date fair value) | $195,000 |
| All Other Compensation (incl. charitable match) | $4,000 |
| Total | $329,000 |
| RTX Director Pay Structure (May 2024–May 2025 cycle) | Cash | DSUs | Total |
|---|---|---|---|
| Base annual retainer (all non-employee directors) | $130,000 | $195,000 | $325,000 |
| Lead Director (additional) | $20,000 | $30,000 | $50,000 |
| Audit Chair (additional) | $16,000 | $24,000 | $40,000 |
| Human Capital & Compensation Chair (additional) | $14,000 | $21,000 | $35,000 |
| Finance Chair (additional) | $10,000 | $15,000 | $25,000 |
| Governance & Public Policy Chair (additional) | $10,000 | $15,000 | $25,000 |
| Special Activities Chair (additional) | $10,000 | $15,000 | $25,000 |
| Special in-person meeting fee | $3,000 | — | $3,000 (none paid in 2024; sessions were telephonic) |
Notes:
- Annual retainers paid 40% cash / 60% DSUs; directors may elect 100% DSUs. Retainers typically paid following Annual Meeting.
- Base retainer increased to $345,000 effective May 1, 2025.
Performance Compensation
RTX does not use performance-based pay for non-employee directors (no director PSUs, options, or AIP metrics). Annual awards are DSUs, with dividend equivalents credited; distributions occur only upon retirement; legacy one-time deferred RSUs were granted to directors appointed before October 2019 (fully vested; distributed at retirement)—Pawlikowski joined in 2020.
Other Directorships & Interlocks
| Company | Industry Relationship to RTX | Interlock/Conflict Notes |
|---|---|---|
| RPM International Inc. | Coatings, adhesives; not an RTX customer/supplier disclosed | No related-party transactions or conflicts disclosed; Board confirms independence |
| Prior: Velo3D; Intelsat | Adjacent tech/space | No RTX-related transactions disclosed |
RTX processes for related-person transactions require Governance Committee review >$120k; 2024 disclosures list several relationships tied to other executives; no items involve Pawlikowski.
Expertise & Qualifications
- Government, senior leadership, and industry experience highlighted as key skills relied upon by RTX.
- Qualifications: deep defense domain expertise from USAF leadership, advanced technology oversight, acquisition and national security policy.
- Recognitions/affiliations: AIAA Honorary Fellows Committee Chair; National Academy of Engineering member; Defense Science Board advisor; Air Force Studies Board member.
Equity Ownership
| Ownership Detail (as of Feb 18, 2025) | Quantity |
|---|---|
| DSUs convertible to shares within 60 days (post-retirement distribution) | 13,592 |
| RSUs convertible to shares within 60 days | — (none) |
| Total shares beneficially owned | 16,791 |
| Ownership as % of RTX outstanding shares | <1% (none over 1% among directors/NEOs) |
Alignment policies and status:
- Share ownership requirement for non-employee directors: 5x annual base cash retainer; must achieve within five years. All directors comply or are on track.
- Prohibitions: no short sales, pledging, or hedging of RTX securities by directors/officers.
- DSU/RSU distribution: upon retirement; election for lump sum or 10-/15-year installments; dividend equivalents credited.
Shareholder Voting Signals
| Item | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Election of Ellen M. Pawlikowski (May 1, 2025) | 1,033,113,011 | 5,765,460 | 1,655,536 | 145,426,399 |
| 2025 Say-on-Pay | 997,356,012 | 39,219,090 | 3,958,905 | 145,426,399 |
| 2024 Say-on-Pay approval (prior year reference) | — | — | — | — (86% approval of votes cast) |
Governance Assessment
- Committee fit: Placement on Special Activities aligns with her classified program oversight and product cybersecurity expertise; HCC membership provides direct involvement in pay-for-performance risk oversight. Committee meeting cadence indicates active governance (Special Activities: 4; HCC: 5 in 2024).
- Independence and conflicts: Board confirms independence; no related-party transactions disclosed for her; RTX policy mandates review and prohibits hedging/pledging, reducing alignment risk.
- Engagement and shareholder support: 2024 board-wide attendance was high (96% Board; 98% overall), and 2025 shareholder support for her re-election was strong by count; say-on-pay results continue to show broad investor approval.
- Compensation alignment: Director pay is predominantly equity via DSUs (time-based, distributed post-service), supporting long-term alignment without performance gaming; ownership guidelines enforce skin-in-the-game.
RED FLAGS observed: none specific to Pawlikowski. RTX disclosed related-person employment ties for others, clawback enhancements, and strict prohibitions on hedging/pledging; no delinquent Section 16(a) filings reported in 2024.