Neil Mitchill Jr.
Executive Vice President & Chief Financial Officer at RTX
Executive
About Neil Mitchill Jr.
Neil G. Mitchill Jr. is Executive Vice President & Chief Financial Officer (CFO) of RTX, responsible for financial reporting and controls, planning and analysis, investor relations, internal audit, tax and treasury. He was appointed RTX CFO in April 2021 after serving as Corporate VP of FP&A and Investor Relations, Acting SVP & CFO of United Technologies (UTC), and CFO of Pratt & Whitney; prior to UTC, he spent 17 years at PwC as partner serving UTC businesses. Mitchill holds a bachelor’s degree in accountancy from Providence College and is a Certified Public Accountant; he is age 49 with 10 years of RTX experience as of the 2025 proxy . RTX delivered a 41% total shareholder return (TSR) in 2024, ahead of the S&P 500 and the Core Aerospace & Defense peers, under leadership including the CFO; adjusted sales and adjusted EPS exceeded guidance, with strong backlog and cash generation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RTX | EVP & CFO | Apr 2021–present | Led capital allocation (dividend increase, debt paydown), investor outreach, and cost synergy execution ahead of schedule . |
| RTX | Corporate VP, FP&A and Investor Relations | 2020–2021 | Guided finance through merger integration and allocation strategy . |
| UTC | Acting SVP & CFO | 2019–2020 | Oversaw corporate finance pre-merger with Raytheon . |
| UTC | Corporate VP & Controller | 2015–2016 | Strengthened controls and reporting at the corporate level . |
| Pratt & Whitney (UTC) | VP & CFO | 2016–2019 | Drove financial discipline and program execution at major engine OEM . |
| PwC | Partner, Products & Services Assurance Leader (Hartford) | ~1997–2014 | Led assurance for UTC businesses (UTAS, Carrier, Sikorsky), complex transactions and M&A . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| AICPA | Member | n/a | Professional affiliation cited in executive profiles . |
| CTCPA | Member | n/a | Professional affiliation . |
Fixed Compensation
Multi-year compensation reported in the Summary Compensation Table:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | $876,250 | $956,250 | $1,031,250 |
| Bonus (Annual Incentive) ($) | $1,200,000 | $1,100,000 | $1,500,000 |
| Stock Awards ($) | $2,453,365 | $2,813,482 | $3,387,907 |
| Option Awards ($) | $1,686,546 | $1,896,354 | $2,191,232 |
| Change in Pension/Deferred ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $228,389 | $235,785 | $235,983 |
| Total ($) | $6,444,550 | $7,001,871 | $8,346,372 |
Additional details:
- Base salary increased from $975,000 to $1,050,000 in 2024; salary moderately above market median for CFO role .
- Perquisites include financial planning allowance (capped at $13,500/year), enhanced life insurance (3x base), and annual executive physical (capped at $5,000) .
Performance Compensation
2024 Annual Incentive Plan (Corporate-level metrics for CFO):
| Metric | Weight | Threshold | Target | Maximum | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($M) | 40% | 6,135 | 7,220 | 8,445 | 7,722 | 141% |
| Free Cash Flow ($M) | 40% | 4,700 | 5,700 | 7,300 | 5,607 | 95% |
| Employee Retention (%) | 5% | 93.3% | 95.1% | 96.9% | 96.0% | 150% |
| Total Representation (%) | 5% | 42.9% | 43.3% | 44.3% | 43.1% | 75% |
| GHG Emissions vs. 2019 | 5% | -18% | -21% | -30% | -21.4% | 104% |
| Water Usage vs. 2019 | 5% | -9% | -11% | -20% | -9.7% | 68% |
| 2024 RTX Performance Factor | — | — | — | — | — | 114% |
- CFO’s actual 2024 annual incentive: $1.5 million, above the corporate performance factor, reflecting leadership in capital allocation, cost synergies, dividend increase, and debt reduction .
Long-Term Incentives (LTI) and PSU metrics:
- 2024 LTI mix for NEOs (including CFO): 60% PSUs, 40% SARs .
- 2024–2026 PSU goals and weightings: Adjusted EPS CAGR (target 11.8%), ROIC (target 8.1%), TSR vs. Core A&D peers (50th percentile), TSR vs. S&P 500 companies (50th percentile); each TSR component capped at 100% if RTX’s three-year TSR is negative .
- 2022–2024 PSU vesting factor: 110% overall (Adjusted EPS 94%, ROIC 82%, TSR vs. S&P 500 198%, TSR vs. Core A&D peers 122%) .
- CFO’s 2025 LTI award approved at $6.5 million (granted Feb 6, 2025) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 153,203 total shares beneficially owned as of Feb 18, 2025; SARs exercisable within 60 days: 76,223; none >1% of common stock . |
| 2024 Exercises & Vests | 26,132 shares acquired on SAR exercise ($641,396 value); 40,629 shares acquired on vesting ($3,905,030 value) . |
| Recent Grants (2024) | PSUs (grant 2/8/2024): target 36,250, max 72,500; SARs: 100,700 at $91.04 exercise price . |
| Outstanding Awards (select) | SARs unexercisable: 100,700 (2/8/2034, $91.04), 76,900 (2/7/2033, $97.65), 77,400 (2/14/2032, $94.04); PSUs unearned: 72,500 (2024 grant), 58,380 (2023 grant), 28,078 (2022 grant) . |
| Ownership Guidelines | CFO required ownership is 4x base salary; executives must meet within five years; all ELG members comply or are on track . |
| Hedging/Pledging | Prohibited for directors and executive officers; buyout/repricing of underwater options/SARs prohibited without shareholder approval . |
Insider transactions (Form 4 summary):
- 2/27/2025: Sale of 16,118 RTX shares
- 7/30/2024: Sale of 4,322 RTX shares
- 2/07/2024: Sale of 1,545 RTX shares
Employment Terms
| Provision | Key Terms |
|---|---|
| ELG Program (current) | RSU grant upon ELG appointment (≥$1.5M), acts as retention and severance replacement; supplemental ELG RSUs may be granted; vest only upon a qualifying separation and entry into restrictive covenants; dividend equivalents reinvested . |
| Qualifying Separation | Mutually agreeable separation after 3 years ELG; retirement on/after age 62 after 3 years ELG; or involuntary (not for cause) or voluntary (for good reason) terminations within two years post-change-in-control . |
| Restrictive Covenants | Non-solicit 2 years; non-compete 1 year (plus an additional 1 year if ELG benefits provided); confidentiality, non-disparagement 2 years; IP agreement . |
| Clawbacks | Company-wide clawback policy covering annual incentive and LTI (time- and performance-based) for restatements/recalculations, Code of Conduct violations, post-employment covenant violations, risk exposure; Executive Officer Clawback implements SEC/NYSE rules for restatements . |
| Change-in-Control (LTI) | Double trigger; upon qualifying termination within two years of a change-in-control, outstanding awards vest; PSUs vest at greater of actual or target performance . |
| Severance Cash Treatment | Upon involuntary separation (not for cause) or qualifying separation following change-in-control: pro rata portion of target annual incentive; for CFO, 2024 illustrative table shows $1,207,500 cash payment (115% of $1,050,000) plus benefit continuation . |
| Employment Contracts | RTX generally avoids multi-year fixed-term executive employment contracts; U.S.-based executives do not have such contracts; exceptions are rare (M&A or required by local law) . |
Potential payments upon separation (illustrative as of 12/31/2024):
| Scenario | Cash Payment | Health & Welfare Continuation | Option Awards | Stock Awards | Total |
|---|---|---|---|---|---|
| Involuntary – for cause | $0 | $0 | $0 | $0 | $0 |
| Involuntary – without cause | $1,207,500 | $35,181 | $2,519,217 | $9,608,880 | $13,370,778 |
| Voluntary | $0 | $0 | $0 | $0 | $0 |
| Post–Change-in-Control | $1,207,500 | $35,181 | $5,552,891 | $20,528,207 | $27,323,779 |
Performance & Track Record
- 2024 outcomes: Adjusted net sales and adjusted EPS exceeded investor goals; adjusted segment margins expanded; free cash flow $4.5B; backlog rose to $218B; TSR 41%—ahead of S&P 500 and Core A&D peers .
- CFO contribution highlights: dividend per share increased 6.8%; $2.5B debt reduction; $10B accelerated share repurchase completed; $7.7B company- and customer-funded R&D and capex; $45.4M in RTX Ventures investments; achieved $2B gross cost synergies one year ahead of schedule .
Compensation Peer Group (Benchmarking)
- Composition spans A&D, diversified industrials, technology/communications, energy; includes Boeing, GE Aerospace, Lockheed Martin, Northrop Grumman, Honeywell, Caterpillar, Deere, AT&T, Cisco, IBM, Intel, Verizon, Chevron, Dow, General Motors, UPS .
- Target positioning approximates market median for each principal pay element; FW Cook engaged as independent consultant; 2024 Say‑on‑Pay support ~86% .
Equity Grants and Vesting Mechanics
- SARs: vest and become exercisable three years from grant; expire 10 years from grant; exercise price equals grant-date close .
- PSUs: three-year performance period; metrics include Adjusted EPS CAGR, ROIC, TSR vs. S&P 500 and Core A&D peers; payout range 0–200% (TSR components capped at 100% if three-year RTX TSR is negative) .
Revenue and EBITDA (context for pay-for-performance)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD) | $64,388,000,000* | $67,074,000,000* | $68,920,000,000* | $80,738,000,000* |
| EBITDA ($USD) | $11,193,000,000* | $11,455,000,000* | $9,700,000,000* | $12,829,000,000* |
| Values retrieved from S&P Global. * * * * |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay 2024: ~86% approval; investors supportive of program design (shift to SARs, quantitative non-financial metrics, removal of certain perquisites) .
- Ongoing shareholder engagement (58% of outstanding shares engaged in 2024); transparency on political activities and lobbying .
Risk Indicators & Red Flags
- Hedging/pledging prohibited, reducing alignment risks; clawback policies robust and include non-compliance, covenant violations, and risk-related triggers; no multi-year guaranteed employment contracts in U.S. (reduces entrenchment) .
- Compensation risk assessment (FW Cook) concluded plans do not contain risky features likely to materially harm the company .
Investment Implications
- Strong pay-for-performance alignment: CFO’s variable pay tied to earnings, FCF, and multi-year PSU metrics (EPS CAGR, ROIC, relative TSR). 2024 corporate factor 114% and PSU vesting 110% demonstrate balanced outcomes (high TSR vs. peers offset by EPS/ROIC below max) .
- Ownership alignment: 4x salary guideline and prohibitions on hedging/pledging; substantial vested SARs and ongoing PSU exposure align the CFO with long-term stock performance .
- Retention risk appears moderate: ELG RSU structure vests only upon qualifying separation with restrictive covenants; change-in-control economics use double trigger—PSUs vest at greater of actual or target, mitigating uncertainty without windfall .
- Trading signals: Regular vesting and SAR exercises are predictable; recent Form 4 sales were modest relative to total exposure and typical for liquidity/tax; no pledging permitted—reduces forced-selling risk .
- Execution track record under Mitchill: capital returns (dividends, ASR), debt reduction, and cost synergies ahead of plan support confidence in cash generation and margin expansion; 2024 TSR outperformed indices and peers, a favourable signal for continued incentive achievement .
Education and credentials: Bachelor’s in Accountancy (Providence College); CPA. Appointment as RTX CFO was effective April 2021 .