George Oliver
Director at RTX
Board
About George R. Oliver
George R. Oliver (age 64) is an independent director of RTX, serving since 2020. He is Chairman & Chief Executive Officer of Johnson Controls International plc and brings extensive senior leadership, global operations, and manufacturing expertise from prior CEO and divisional leadership roles at Johnson Controls, Tyco International, and General Electric . His highlighted board skills include international, senior leadership, and manufacturing/operations/supply chain .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls International plc | Chairman & Chief Executive Officer | 2017–present | Global industrial leadership; strategic planning, M&A, finance, risk management, technology |
| Johnson Controls International plc | President & Chief Operating Officer | 2016–2017 | Operations oversight prior to CEO transition |
| Tyco International Ltd. | Chief Executive Officer | 2012–2016 | Led diversified industrial and safety products portfolio |
| Tyco International Ltd. | President | 2011–2012 | Senior operational leadership |
| Tyco Safety Products / Tyco Electrical & Metal Products | President | 2006–2010 / 2007–2010 | Product and manufacturing operations leadership |
| General Electric (GE divisions) | Various leadership roles; culminating as President, GE Water & Process Technologies | Through 2006 | Industrial operations and technology leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johnson Controls International plc (public) | Director | 2016–present | Current public company directorship |
| Raytheon Company (public) | Director | 2013–2020 | Legacy RTX predecessor board service |
| Tyco International Ltd. (public) | Director | 2012–2016 | Prior public company board service |
| Worcester Polytechnic Institute (non-profit) | Trustee/Board | Not stated | STEM and academic engagement |
| United Way of Greater Milwaukee & Waukesha Counties; Greater Milwaukee Committee; Metropolitan Milwaukee Association of Commerce (non-profit) | Board roles | Not stated | Community and civic leadership |
Board Governance
- Committee memberships: Human Capital & Compensation Committee member; Finance Committee member (not chair) .
- Independence: Determined independent under NYSE and RTX policy; no material relationship or transactions with RTX beyond service as director .
- Attendance and engagement: RTX directors had 98% overall attendance at Board and Committee meetings in 2024; 100% attendance at the 2024 Annual Meeting; Board conducted site visits (e.g., Pratt & Whitney Columbus, GA) and director continuing education; Lead Director facilitates robust executive sessions and investor engagement .
- Board activity focus areas include risk management (product safety/quality, ERM, cybersecurity), capital allocation, and AI oversight (Governance Committee charter expanded to product quality and AI in 2024) .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer paid | $0 | Elected to receive cash retainer in DSUs |
| Stock award (DSUs) | $325,000 | Grant date fair value; includes elected cash-to-DSU conversion |
| All other compensation | $495 | Incidental benefits/matching gifts per program |
| Total | $325,495 | Aggregate 2024 director compensation |
| Retainer structure (May 2024–May 2025 cycle) | $130,000 cash; $195,000 DSUs; total $325,000 | 40% cash / 60% DSUs default; directors may elect 100% DSUs |
| Committee chair fees (incremental) | N/A | Not a chair; chair fee table: Audit $40k; HCC $35k; Finance $25k; Governance $25k; Special Activities $25k |
| Special meeting fees | $0 | 2024 special meetings telephonic (fee applies only to in‑person) |
| 2025 base retainer change | $345,000 | Effective May 1, 2025 (market alignment) |
Performance Compensation
- RTX non‑employee director equity is DSUs and legacy deferred RSUs; no performance‑conditioned equity (no PSUs) or options are granted to directors; DSUs accrue dividend equivalents and are distributed at retirement .
Other Directorships & Interlocks
| Company | Relationship to RTX | Potential Interlock/Conflict Assessment |
|---|---|---|
| Johnson Controls International plc | Oliver is Chairman & CEO and a director | RTX independence review found no material transactions or relationships for nominees (aside from employee director); mitigates related‑party concerns |
| Raytheon Company (legacy) | Former director 2013–2020 | Historical continuity with RTX predecessor; no current conflict disclosed |
| Tyco International Ltd. | Former director 2012–2016 | No current RTX relationship disclosed |
Expertise & Qualifications
- Senior leadership of complex global industrials; strategic planning and M&A; finance and risk management; manufacturing/operations and supply chain; technology exposure from industrial platforms .
- Board highlights emphasize international scope, senior leadership, and manufacturing/operations/supply chain expertise .
Equity Ownership
| Measure (as of Feb 18, 2025 unless noted) | Amount | Notes |
|---|---|---|
| DSUs convertible to shares within 60 days (post‑retirement distribution) | 12,844 | DSUs credited from retainers; restricted until retirement |
| RSUs convertible to shares within 60 days | – | No convertible deferred RSUs listed for Oliver |
| Total shares beneficially owned | 29,110 | Includes DSUs and any direct holdings per proxy definition |
| Ownership as % of shares outstanding | ~0.0022% | 29,110 ÷ 1,335,089,924 (shares outstanding on March 4, 2025) |
| Director stock ownership guideline | 5x annual base cash retainer | Applies to non‑employee directors; DSUs and RSUs count; options and PSUs excluded |
| Compliance status | All directors comply or on track within five years | Company‑wide compliance statement |
| Hedging/pledging | Prohibited for directors | No hedging/short sales/pledging allowed |
Governance Assessment
- Board effectiveness: Oliver’s dual committee roles (Finance and HCC) position him at the nexus of capital deployment and pay‑for‑performance oversight—relevant to investor confidence on capital allocation discipline and executive incentives .
- Alignment: Election to take 100% of cash retainer in DSUs increases equity alignment with shareholders; DSUs are delivered at retirement and accrue dividend equivalents, bolstering long‑term orientation .
- Independence and conflicts: RTX’s annual independence review found no material relationships or transactions for nominees (other than employee director), mitigating related‑party risk despite Oliver’s CEO role at Johnson Controls .
- Attendance and engagement: Strong board‑level attendance (98% overall) and robust engagement mechanisms (site visits, continuing education, investor outreach) support oversight quality; Oliver participates within this framework .
- Compensation governance: As an HCC member, Oliver oversees quantitative AIP and PSU metrics (earnings, FCF, adjusted EPS, ROIC, relative TSR) and risk controls (caps, clawbacks for executives), supporting disciplined pay practices; FW Cook serves as independent consultant to the HCC .
- RED FLAGS: None disclosed specific to Oliver. Company policies prohibit hedging/pledging; independence review found no material transactions; no director meeting fee anomalies; no related‑party transactions involving Oliver noted .
Implications: Oliver’s operational and capital allocation background complements RTX’s current priorities (execution, safety/quality, AI oversight, portfolio optimization). His equity‑heavy director pay and compliance with ownership policies signal alignment, while formal independence determinations reduce perceived conflict from his external CEO role .