Leanne Caret
Director at RTX
Board
About Leanne G. Caret
Leanne G. Caret, age 58, is an independent director of RTX, serving since 2023. She is the Audit Committee Chair and a member of the Special Activities Committee. Caret is an “audit committee financial expert” and brings aerospace and defense industry depth, finance leadership (former CFO), executive oversight experience, and manufacturing/operations/supply chain expertise from senior leadership roles at The Boeing Company; she also serves on the board of Deere & Company (since 2021).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Boeing Company | Executive Vice President & Senior Advisor | Apr 2022–Dec 2022 | Executive leadership; risk management oversight |
| The Boeing Company | President & CEO, Defense, Space & Security | 2016–2022 | Strategy, large program execution; operations |
| The Boeing Company | President, Global Services & Support | 2015–2016 | Service operations oversight |
| The Boeing Company | Chief Financial Officer, Defense, Space & Security | 2014–2015 | Finance leadership; controls oversight |
| The Boeing Company | VP & GM, Vertical Lift | 2013–2014 | Manufacturing/operations leadership |
| The Boeing Company | VP, H-47 Programs | 2009–2013 | Program management; supply chain |
| The Boeing Company | GM, Global Transport & Executive Systems | 1998–2009 | Program management; operations |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Director (current) | Since 2021 | Not disclosed |
| American Institute of Aeronautics and Astronautics | Associate Fellow | Not disclosed | Professional standing |
| Royal Aeronautical Society | Fellow | Not disclosed | Professional standing |
Board Governance
- Independence: Independent director; designated “audit committee financial expert.”
- Committee assignments: Audit Committee (Chair); Special Activities Committee (Member).
- Audit Committee activity: 8 meetings in 2024; members included Bernard A. Harris, Jr., Denise L. Ramos, and Robert O. Work (Ellen M. Pawlikowski served until May 2, 2024).
- Special Activities Committee activity: 4 meetings in 2024; committee chaired by James A. Winnefeld, Jr.; members included Christopher T. Calio, Leanne G. Caret, Bernard A. Harris, Jr., Gregory J. Hayes, Ellen M. Pawlikowski, and Robert O. Work.
- Attendance: Overall board attendance was 96% at ten Board meetings; overall Board and Committee attendance was 98% in 2024; all directors attended the 2024 Annual Meeting.
- Governance developments: Board expanded Governance Committee responsibilities in 2024 to include product quality and AI oversight; committees operate under annually reviewed charters with authority to retain advisors.
Fixed Compensation
| Element | Cash ($) | DSUs ($) | Total ($) | Notes |
|---|---|---|---|---|
| Base annual retainer (May 2024–May 2025 cycle) | 130,000 | 195,000 | 325,000 | Payable 40% cash/60% DSUs; directors may elect 100% DSUs; retainers paid post-Annual Meeting |
| Audit Committee Chair | 16,000 | 24,000 | 40,000 | Additional to base retainer |
| Special meeting fees | 3,000 per in-person special meeting | – | – | Five special meetings in 2024 were telephonic; no fees paid |
| 2025–2026 base retainer change | 138,000 | 207,000 | 345,000 | Effective May 1, 2025; increased to align with market |
| 2024 Director Compensation (RTX table) | Fees Earned or Paid in Cash ($) | Stock Award ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Leanne G. Caret | 162,000 | 231,000 | 26,500 | 419,500 |
Footnote: Caret appointed Audit Committee Chair effective Feb 15, 2024; paid 50% of Audit Chair retainer for the 2024/2025 Board cycle and 100% of base annual retainer for the 2024/2025 Board cycle.
Additional compensation program features:
- DSU plan: Annual retainers payable 40% cash/60% DSUs; directors may elect 100% DSUs; DSUs credited with dividend equivalents; distributions deferred until retirement (lump sum or 10-/15-year installments).
- Deferred RSUs: One-time awards only for directors appointed before Oct 2019; fully vested; distribute at retirement.
Performance Compensation
RTX non-employee directors do not receive performance-based incentive compensation (no PSU/TSR-linked director awards or option/SAR grants as part of director pay). Compensation is limited to cash retainers and DSUs under the Director DSU Plan; special meeting fees apply only to certain in-person meetings.
Other Directorships & Interlocks
| Entity | Relationship | Overlap/Interlock Considerations |
|---|---|---|
| Deere & Company | Current public company directorship | Industrial OEM; no related-party transactions with RTX disclosed in proxy; committee roles at Deere not disclosed. |
Expertise & Qualifications
- Aerospace & defense industry experience; finance leadership (CEO, CFO), executive oversight; manufacturing/operations/supply chain.
- Audit committee financial expertise designation (SEC-defined).
- Professional recognition: Associate Fellow (AIAA); Fellow (Royal Aeronautical Society).
Equity Ownership
| Category | Quantity | Notes |
|---|---|---|
| DSUs convertible to shares within 60 days | 5,466 | Beneficially owned shares shown as DSUs; no RSUs or SARs within 60 days |
| Total shares beneficially owned | 5,466 | None of the named individuals own >1% of RTX |
Ownership alignment and policy:
- Stock ownership requirement for non-employee directors: 5x annual base cash retainer; must achieve within five years of joining the Board; all directors comply or are on track.
- Prohibitions: No short sales; no pledging of RTX securities; no hedging via derivatives by directors/executives/employees.
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” designation; deep A&D operations and finance background; active on Special Activities Committee overseeing classified/cyber risks; strong boardwide attendance and 100% annual meeting attendance; ownership requirements and strict anti-hedging/pledging policy bolster alignment.
- Compensation mix: Predominantly equity via DSUs (60% of retainer, with option to elect 100% DSUs), plus cash; no performance-linked director pay, reducing risk of pay-for-performance misalignment for directors.
- Equity ownership: Beneficial ownership via DSUs (5,466); within policy framework; distributions deferred until board retirement, supporting long-term alignment.
- Potential conflicts/related-party exposure: None disclosed in proxy; prior Boeing executive roles and current Deere directorship are noted, but proxy discloses no related-party transactions or pledging/hedging; committees composed exclusively of independent directors for Audit/HCC/Governance.
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party transactions, hedging/pledging, or unusual director pay practices; base director retainer increased to market levels for 2025–2026.