James Winnefeld Jr.
RTXAbout James A. Winnefeld, Jr.
Independent director at RTX since 2020; age 68. Former four-star Admiral and Ninth Vice Chairman of the Joint Chiefs of Staff (2011–2015), bringing deep U.S. defense, risk oversight, and government-customer expertise. Education: BS, Aerospace Engineering, Georgia Institute of Technology; Distinguished Professor at Georgia Tech’s Sam Nunn School; senior non-resident fellow at Harvard’s Belfer Center .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Joint Chiefs of Staff | Vice Chairman (No. 2-ranking U.S. military officer) | 2011–2015 | Strategy, resourcing, risk and operations oversight at the national level |
| U.S. Northern Command (USNORTHCOM) / NORAD | Commander | 2010s (pre-VCJCS) | Homeland defense and aerospace warning/control; interagency risk coordination |
| U.S. Sixth Fleet; NATO Joint Command Lisbon | Commander | 2000s | Operational command; allied integration and operational risk management |
| U.S. Navy | Fighter pilot (F‑14), TOPGUN instructor; Commanding Officer USS Enterprise; Carrier Strike Group Commander | 1978–2015 | Operational leadership, safety/quality culture, complex operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Molson Coors Beverage Company | Director | Since 2020 | Public company board service |
| Alliance Laundry Systems (non-public) | Director | n/a | Private company |
| CEM Defense Materials (non-public) | Director | n/a | Private company; defense materials |
| Enterprise Holdings (non-public) | Director | n/a | Private company |
| Hawkeye 360 (non-public) | Board/Advisory role | Listed in 2025 proxy | Space-based RF analytics (defense ecosystem) |
| SAFE Project (non-profit) | Co‑founder & Co‑chair | n/a | National nonprofit on overdose prevention |
| Georgia Tech | Distinguished Professor (Sam Nunn School) | Current | Academic governance/ethics focus |
Board Governance
- Independence: Board determined all nominees other than the sitting CEO are independent under NYSE standards; Winnefeld is independent .
- Committee assignments (current and recent):
- Special Activities Committee: Chair (classified programs, product cybersecurity, critical tech gaps; 4 meetings in 2024) .
- Governance & Public Policy Committee: Member (product safety, product quality oversight added in 2024; AI oversight; 5 meetings in 2024) .
- Human Capital & Compensation Committee: Served until May 2, 2024 (committee refresh) .
- Attendance and engagement: Company reported 96% overall attendance at 10 Board meetings and 98% overall attendance at Board/Committee meetings in 2024; 100% director attendance at the 2024 Annual Meeting .
- Executive sessions and leadership: Robust Lead Independent Director role; independent directors meet privately on a regular schedule .
- Risk oversight relevance: Special Activities Committee covers product cybersecurity and classified programs; Governance Committee oversees product safety, product quality, sustainability, human rights, public policy, and AI strategy .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base annual retainer (structure) | $325,000 total (40% cash/$130k + 60% DSUs/$195k) | $325,000 total (40% cash/$130k + 60% DSUs/$195k) | Directors may elect 100% in DSUs; Winnefeld elected DSUs for cash portion in 2024 . |
| Additional Chair retainer (Special Activities) | $25,000 ($10k cash + $15k DSUs) | $25,000 ($10k cash + $15k DSUs) | He is Special Activities Chair . |
| Meeting fees | One special, in-person Board meeting in 2023 ($3,000 applies) | Five special meetings in 2024, all telephonic (no fee applicable) | Only paid for special in-person meetings. |
| Lead/other chair changes | Lead Director retainer reduced to $50k for 2024 cycle (not applicable to Winnefeld) | Base retainer will increase to $345,000 effective May 1, 2025 | Market alignment change. |
| Director Cash/Stock Detail | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $3,000 | $0 (elected DSUs) |
| Stock Awards – DSUs ($) | $350,000 | $350,000 |
| All Other Compensation ($) | $20,403 | $28,540 |
| Total ($) | $373,403 | $378,540 |
Performance Compensation
RTX does not use performance-based equity for non-employee directors; equity is in the form of deferred stock units (DSUs) credited annually (distribution upon Board retirement). No options/PSUs for directors; DSUs accrue dividend equivalents .
| Equity Retainer (DSUs) | Grant date | Value |
|---|---|---|
| Annual DSU grant (director retainer) | May 2, 2023 (2023 meeting date) | $350,000 |
| Annual DSU grant (director retainer) | May 2, 2024 (2024 meeting date) | $350,000 |
DSUs are valued at grant using the NYSE closing price on the Annual Meeting date; number of units determined by value/price; directors can elect to take 100% of retainer in DSUs .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict Note |
|---|---|---|---|
| Molson Coors Beverage Company | Public | Director (since 2020) | Consumer beverages; no apparent direct RTX conflict . |
| Alliance Laundry Systems | Private | Director | Industrial equipment; no disclosed RTX transactions . |
| CEM Defense Materials | Private | Director | Defense materials ecosystem; monitor for supplier/customer overlap; no related-party transactions disclosed; Board affirmed independence . |
| Enterprise Holdings | Private | Director | Transportation; no disclosed RTX transactions . |
| Hawkeye 360 | Private | Board/Advisory | Space/defense tech ecosystem; potential ecosystem overlap; no related-party transactions disclosed; Board affirmed independence . |
Expertise & Qualifications
- Key skills (per RTX): Government; Experience in Industry; Risk Management/Oversight .
- Defense/government depth: Former Vice Chairman, Joint Chiefs; multiple combatant/operational commands .
- Education/affiliations: BS Aerospace Engineering (Georgia Tech); Distinguished Professor at Georgia Tech; senior non-resident fellow at Harvard Belfer Center .
Equity Ownership
| Metric | Feb 9, 2024 | Feb 18, 2025 |
|---|---|---|
| DSUs Convertible to Shares within 60 days (shares) | 16,790 | 19,274 |
| RSUs Convertible to Shares within 60 days (shares) | – | – |
| Total Shares Beneficially Owned (includes awards convertible within 60 days) | 24,590 | 27,074 |
| Shares Outstanding (for % calc) | n/a | 1,335,089,924 (record date: Mar 4, 2025) |
| Ownership % of outstanding | n/a | ~0.0020% (27,074 ÷ 1,335,089,924) |
- Stock ownership guidelines: Directors must hold shares equal to 5x annual base cash retainer within five years; compliance across directors is reported as in compliance or on track .
- Hedging/pledging: RTX prohibits hedging, short sales, and pledging of RTX securities by directors and officers (alignment safeguard) .
Governance Assessment
-
Strengths/signals supporting investor confidence:
- Independent director with deep government-customer insight; chairs Special Activities (classified programs and product cybersecurity), and serves on Governance & Public Policy (product safety, product quality, AI oversight), aligning expertise with RTX risk priorities .
- Compensation alignment: elected to receive cash retainer in DSUs (100% equity), increasing “skin-in-the-game”; annual DSU value $350,000 in 2023 and 2024 .
- Boardwide engagement indicators: high aggregate attendance (96% Board; 98% Board/Committee); full attendance at 2024 Annual Meeting .
- Strong policies: no hedging/pledging; rigorous share ownership; comprehensive clawbacks (executive program); robust Lead Director and regular executive sessions .
- Independence confirmed under NYSE and RTX policy; Board states no material relationships for nominees other than the CEO .
-
Watch items/RED FLAGS to monitor (no issues disclosed):
- Ecosystem overlap: Participation on defense/space-related private boards (e.g., Hawkeye 360; CEM Defense Materials) could intersect with RTX’s customer/supplier landscape; however, RTX’s Governance Committee oversees conflicts and independence is affirmed; no related-party transactions disclosed .
- Committee rotation: He stepped off the Human Capital & Compensation Committee in May 2024—consistent with refreshment but monitor committee workload balance across risk areas .
-
Say-on-Pay context: 86% approval at 2024 Annual Meeting (executive pay); indicates generally supportive shareholder sentiment towards RTX’s compensation governance .
Overall: Winnefeld’s portfolio of government risk oversight, classified program governance, and cybersecurity/product safety interfaces directly with RTX’s key risk vectors. Equity-heavy director pay and prohibitions on hedging/pledging support alignment; no disclosed related-party transactions or independence concerns.
Sources
- RTX 2025 Proxy Statement (DEF 14A) – March 10, 2025: Board nominees/skills, committees, director independence, director compensation, share ownership, governance practices, attendance .
- RTX 2024 Proxy Statement (DEF 14A) – March 11, 2024: Prior committee roles, director compensation (2023), share ownership (2024) .
- RTX Form 8‑K – Feb 3, 2025 (leadership changes; Board structure context) .
- Biography/education: Georgia Tech/USNI/Wikipedia (education and prior commands) .