Fredric Reynolds
Lead Independent Director at RTX
Board
About Fredric G. Reynolds
Independent Lead Director of RTX; age 74; director since 2016. Retired EVP & CFO of CBS Corporation, with prior senior finance and leadership roles at Viacom, Westinghouse, and PepsiCo; recognized for financial expertise, risk oversight, and senior leadership experience. Currently serves as the Board’s independent Lead Director; independence affirmed under NYSE and RTX policies (all nominees except the CEO are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CBS Corporation | EVP & Chief Financial Officer | 2005–2009 | Led large-cap finance, reporting, and capital allocation |
| Viacom Television Stations Group (CBS predecessor) | President & CEO | 2001–2005 | Operated complex media business; strategic leadership |
| Viacom, Inc. | EVP & Chief Financial Officer | 2000–2001 | Corporate finance oversight |
| Westinghouse Electric Corporation | EVP & Chief Financial Officer | 1994–2000 | Industrial finance and risk management |
| PepsiCo, Inc. | Various finance positions | 1982–1994 | Progressively senior finance roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pinterest, Inc. | Director | Since 2017 | Current public company board |
| Mondelez International, Inc. | Director | 2007–May 2022 | Former public company board |
| AOL, Inc. | Director | 2009–2015 | Former public company board |
| Hess Corporation | Director | 2013–2019 | Former public company board |
Board Governance
- Current roles: Independent Lead Director; member, Governance & Public Policy Committee; member, Human Capital & Compensation (HCC) Committee .
- Lead Director authority: Presides over executive sessions; empowered to call special meetings; co-sets agendas and approves Board materials; oversees CEO performance evaluation; engaged with stakeholders; authorizes retention of advisors .
- Independence and conflicts: Independence annually assessed; Board determined Reynolds has no direct or indirect material relationship with RTX and no material interest in RTX transactions; only the CEO is non-independent among nominees .
- Board engagement and attendance: RTX Board held ten meetings in 2024; directors’ overall Board meeting attendance 96%; combined Board and Committee attendance 98%; 100% director attendance at the 2024 annual meeting .
- Committee oversight environment: Governance Committee expanded scope to product quality and AI; HCC oversees executive compensation and risk; committees are fully independent .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual base retainer (May 2024–May 2025) | $325,000 | 40% cash ($130,000) + 60% DSUs ($195,000); directors may elect 100% DSUs |
| Lead Director premium | $50,000 | 40% cash ($20,000) + 60% DSUs ($30,000) |
| Special meeting fee | $3,000 | Only for special in-person meetings; none paid in 2024 as specials were telephonic |
| Dividends on DSUs/Deferred RSUs | Credited as additional units | Dividend equivalents credited on DSUs/deferred RSUs |
| 2025 change | Base retainer increased to $345,000 effective May 1, 2025 | Alignment with market |
2024 Director Compensation (individual):
| Name | Fees Earned/Paid in Cash ($) | Stock Award ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Fredric G. Reynolds | $150,000 | $225,000 | $26,925 (incl. charitable match) | $401,925 |
Performance Compensation
- RTX non-employee directors do not receive options, PSUs, or performance-based equity; compensation is via cash retainers and DSUs (and legacy deferred RSUs for pre-Oct 2019 appointees). No disclosed performance metrics apply to director compensation .
Other Directorships & Interlocks
- Current: Pinterest (technology); prior boards at Mondelez, AOL, Hess span consumer, tech, and energy; no disclosed related-party transactions with RTX; independence confirmed by the Board .
- Governance practices mitigate interlock risks: limits on outside board service; process for approving new external roles; robust conflicts-of-interest oversight by Governance Committee .
Expertise & Qualifications
- Core credentials: Financial expertise, risk management/oversight, senior leadership; extensive experience as CFO and CEO in complex, global enterprises .
- Lead Director effectiveness: Facilitates independent oversight, director feedback, and stakeholder engagement; co-leads annual Board self-evaluation process with Governance Chair .
Equity Ownership
| Holder | SARs Exercisable within 60 days | RSUs Convertible within 60 days | DSUs Convertible within 60 days | Total Shares Beneficially Owned | Ownership % |
|---|---|---|---|---|---|
| Fredric G. Reynolds | – | 1,223 | 21,115 | 44,563 | <1% (none >1% among directors/officers) |
- Ownership requirements: Directors must hold 5x annual base cash retainer; compliance required within 5 years; all directors comply or are on track .
- Hedging/pledging: RTX prohibits pledging or hedging of RTX securities by directors; short sales and derivative hedging transactions are prohibited .
- Plan distributions: DSUs and deferred RSUs are distributed upon retirement (lump sum or 10/15-year installments) .
Governance Assessment
- Board effectiveness: Reynolds’ Lead Director role, combined with his presence on Governance (product safety/quality and AI oversight) and HCC (executive pay and risk), strengthens independent oversight of strategic, operational, and compensation risks. RTX reported robust director attendance (96% Board; 98% combined) and extensive engagement, supporting Board diligence and accountability .
- Pay and alignment: Director pay mix emphasizes DSUs and ownership (5x retainer guideline), with dividend equivalents and deferred distribution until retirement—aligning interests with long-term shareholder value; no performance-based director awards reduce risk of misaligned incentives .
- Shareholder signals: 2024 Say-on-Pay passed with ~86% support, suggesting investor confidence in compensation oversight by HCC; FW Cook engaged as independent consultant, and compensation risk assessment concluded no risky plan features likely to materially harm RTX .
- Conflicts/related parties: RTX states no material relationships or interests among nominees; Governance Committee oversees conflicts, independence, political/lobbying governance, and public activities transparency—mitigating reputational and policy risks .
- Red flags and watch items:
- Term limit/age: RTX policy bars re-nomination after 15 years’ service or age 75; Reynolds is 74, implying near-term refreshment considerations and potential leadership transition impact in the Lead Director role .
- External board load: Only one current public board (Pinterest) disclosed—within policy; continued independence affirmed .
- Hedging/pledging risk mitigated via strict prohibition; no pledging disclosed .
- No related-party transactions or director-specific attendance shortfalls disclosed; Board-level attendance strong .
Implications for investors: Reynolds’ finance and risk pedigree, combined with strong Lead Director authorities and committee roles, are positives for governance quality and risk oversight. Near-term succession of the Lead Director role (given age policy) merits monitoring, as does the Board’s continued oversight of product safety/quality and AI—key operational and strategic risk areas at RTX .