Ramsaran Maharajh
About Ramsaran Maharajh
Ramsaran (“Raja”) Maharajh, Jr. is Executive Vice President & General Counsel of RTX, responsible for legal and regulatory affairs, including litigation, ethics and compliance, corporate governance, transactions, contracts, and IP. He has served as EVP & GC since December 2021 and is 53 years old . Maharajh holds a JD from Seton Hall University School of Law and a BS in Industrial Engineering from NJIT . Under his tenure, RTX delivered 2024 TSR of 41%, ahead of the S&P 500 and Core A&D peers , grew backlog to $218B , and exceeded adjusted net sales/EPS goals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| RTX Corporation | Executive Vice President & General Counsel | Since Dec 2021 | Oversight of legal, compliance, governance; signatory on SEC filings |
| Raytheon Technologies/RTX | Vice President, Legal; Chief of Staff to CEO; Executive Assistant to Chairman & CEO | Not disclosed (listed as experience since 1/1/2020) | Enterprise-level counsel and executive coordination |
| Pratt & Whitney / P&W Commercial Engines (RTX) | General Counsel (P&W and P&W Commercial Engines) | Not disclosed | Legal leadership across major engine businesses |
| Bazerman & Drangel, P.C. | Attorney (IP/commercial litigation) | Not disclosed | Licensing negotiations; IP enforcement with NYPD |
| United Technologies/RTX | Joined company | 2004 | Long-tenured leadership through UTC→RTX transformation |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Maidenform, Inc. | Manufacturing Engineer | Began 1992 | Early career in industrial engineering/manufacturing |
| Bazerman & Drangel, P.C. | Attorney | Not disclosed | IP/commercial litigation, licensing, enforcement |
Performance Compensation
RTX’s incentives tie senior executives (including corporate executives) to financial and long-term value metrics.
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Annual Incentive Plan (AIP) – Corporate metrics and 2024 performance factor: | Metric | Weight | Threshold | Target | Max | Actual | Performance Factor | |---|---|---:|---:|---:|---:|---:| | Adjusted Net Income ($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% |
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Performance Share Units (PSUs) – 2022–2024 cycle vesting (three-year): | Metric | Weight | Threshold | Target | Max | Actual | PSU Vesting Factor | |---|---|---:|---:|---:|---:|---:| | Adjusted EPS Growth | 35% | 8.1% | 14.1% | 17.9% | 13.6% | 94% | | ROIC | 35% | 6.1% | 7.1% | 7.8% | 6.9% | 82% | | Relative TSR vs. S&P 500 | 15% | 25th pct | 50th pct | 75th pct | 74.6th pct | 198% | | Relative TSR vs. Core A&D | 15% | 25th pct | 50th pct | 75th pct | 55.5th pct | 122% | | Final PSU Vesting Factor | — | — | — | — | — | 110% |
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2025 AIP change: Corporate AIP funding solely on financials (50% earnings, 50% FCF for corporate executives) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total shares owned | 17,074 shares (as of 2025-07-23) |
| Ownership % of outstanding | ~0.0013% (17,074 / 1,332,122,758 FY24 shares outstanding) |
| Insider transactions | Net sale of 23,163 shares over past 18 months (as tracked) |
| Ownership guidelines | Executives: 3x base salary for other ELG members; CFO/BU Presidents: 4x; CEO: 6x; Directors: 5x cash retainer |
| Compliance | “All directors, ELG members and other officers currently comply or are on track…” |
| Pledging/Hedging | Prohibited for directors and executive officers; short sales and derivatives banned |
Employment Terms
| Program/Policy | Coverage | Economics/Triggers | Restrictive Covenants | Vesting Treatment |
|---|---|---|---|---|
| Executive Leadership Group (ELG) RSU | ELG members (covers NEOs; used broadly for senior exec retention) | RSU grant at ELG appointment (≥$1.5M); vests only upon “qualifying separation” and signing restrictive covenants; may be supplemented for role expansion | Duty to protect confidential info; 2-year employee non-solicit; 1-year non-compete; 2-year non-disparagement; IP agreement; if ELG benefits provided, an additional 1-year non-compete; release & cooperation | Upon qualifying separation or CIC: ELG RSUs vest; performance awards under LTIP vest at ≥ actual or target on CIC |
| RTX Executive Severance Plan (Exh. 10.70) | U.S.-based executives in job grades E1–E5; excludes ELG members | Lump-sum of: pro-rata target annual incentive for time worked; + 1x Annual Base Salary; + accrued obligations; + 12 months company-paid healthcare; WARN/off-set provisions; repayment if reemployed within 12 months | Must execute General Release & Restrictive Covenant Agreement, including confidentiality, 1-year non-compete, 2-year non-solicit, non-disparagement; arbitration, Delaware law | Standard LTIP treatment applies separately (see LTIP/CIC terms) |
| Clawbacks | Company-wide clawback; SEC/NYSE-compliant executive officer clawback | Recoup incentive comp for restatements, miscalculations, Code violations, safety failures, restrictive covenant violations, excessive risk; SEC 10D recovery for restatements | — | — |
| Securities Trading Policy | Directors/officers/restricted employees – | Quarterly windows; pre-clearance; blackout periods; Reg FD controls | No short sales, hedging, pledging | — |
Company Performance Context (Pay-for-Performance alignment)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Revenues ($USD Millions) | 64,388* | 67,074* | 68,920* | 80,738* |
| EBITDA ($USD Millions) | 11,193* | 11,455* | 9,700* | 12,829* |
| Net Income ($USD Millions) | 3,864* | 5,197* | 3,195* | 4,774* |
| Cash from Operations ($USD Millions) | 7,071* | 7,168* | 7,883* | 7,159* |
| Levered Free Cash Flow ($USD Millions) | 6,540* | 6,185* | 5,664* | 5,555* |
Values retrieved from S&P Global. Cells marked with “*” have no embedded source citations.
Additional context:
- Backlog reached $218B in 2024; international sales 43% of net sales .
- 2024 TSR was 41%, ahead of S&P 500 and Core A&D peers ; adjusted net sales/EPS goals exceeded .
Governance & Track Record
- SEC signatory authority: Maharajh signs as EVP & GC on 8-Ks (e.g., Feb 3, 2025) and serves as attorney-in-fact on registration statements and annual reports –.
- Board and committee oversight of compensation, risk, product safety/quality, and AI formalized and active through 2024–2025 –.
Risk Indicators & Red Flags
- Hedging/pledging prohibited for directors and executive officers (mitigates alignment risk) .
- Robust clawbacks and restrictive covenants (1–2 year non-compete/non-solicit) reduce misconduct and competitive leakage risk .
- No disclosures of personal legal proceedings; say-on-pay support ~86% at 2024 Annual Meeting .
Compensation Peer Group (benchmarking)
- Mixed industry/non-industry 20-company peer set (A&D: Boeing, GE Aerospace, General Dynamics, L3Harris, Lockheed Martin, Northrop; plus 3M, Caterpillar, Deere, AT&T, Cisco, HP, IBM, Intel, Verizon, Chevron, Dow, Honeywell, GM, UPS) .
- Target positioning generally at market median with high “at-risk” pay mix .
Investment Implications
- Strong alignment: AIP and PSU designs emphasize earnings, FCF, ROIC and multi-year relative TSR, with 2024 corporate factor at 114% and 2022–2024 PSU vesting at 110%—supportive of long-term value creation .
- Retention risk mitigants: ELG RSUs that vest only on qualifying separation plus 1–2 year restrictive covenants and robust clawbacks reduce immediate departure risk and curb post-employment competition .
- Insider selling pressure currently appears limited (cited net sales ~23K shares over 18 months), and pledging/hedging bans further reduce alignment risk .
- As GC, Maharajh’s role in signatory authority, litigation/compliance oversight, and transactional governance is central to risk management; recent policy enhancements (equity grant timing, trading controls, AI oversight) indicate tightening governance that should support valuation durability – .
Note: Specific fixed compensation (base salary, target/actual bonus) and individual equity grant details for Maharajh are not disclosed in the DEF 14A (NEO-specific tables). This analysis relies on program-wide incentive structures and company performance to infer alignment and risk profile –.