Robert Work
Director at RTX
Board
About Robert O. Work
Independent director of RTX; age 71; director since 2020. Former U.S. Deputy Secretary of Defense (2014–2017), Undersecretary of the Navy (2009–2013), and a retired U.S. Marine Corps officer with 27 years of service. Current RTX Board committee roles: Chair of Governance and Public Policy; member of Audit; member of Special Activities. Skills highlighted by RTX include government, industry experience, and ESG governance oversight . Independence is affirmed under the company’s Director Independence Policy and NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Defense | Deputy Secretary of Defense | 2014–2017 | Executive department leadership; defense strategy and technology oversight |
| U.S. Department of the Navy | Undersecretary of the Navy | 2009–2013 | Senior civilian leadership; acquisition reform |
| Center for a New American Security | Chief Executive Officer | 2013–2014 | Think tank leadership; policy development |
| Center for Strategic and Budgetary Assessments | Vice President for Strategic Studies | 2002–2009 | Defense strategy and budget analysis |
| U.S. Marine Corps | Officer (artillery battery commander; battalion commander; Base Commander, Camp Fuji; Senior Aide to the Secretary of the Navy) | 27-year career | Command leadership, international studies, acquisition insights |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| System High | Director | Private | Cybersecurity and protection services |
| Govini | Chairman | Private | Defense data analytics; Work serves as Chairman |
| SparkCognition Government Services | Chairman | Private | AI-focused government services; Work serves as Chairman |
| Raytheon Company | Director (prior) | Public (prior) | Served 2017–2020 prior to RTX combination |
- Potential interlocks/conflict lens: All current roles disclosed are non-public defense-focused companies; RTX’s Governance Committee administers a formal related person transaction review policy for any transactions >$120,000 involving directors or related persons to ensure arm’s-length terms and best interests of shareholders .
Board Governance
- Committees: Governance and Public Policy (Chair), Audit (member), Special Activities (member) .
- Committee mandates:
- Governance and Public Policy: Oversees corporate governance guidelines, board composition/assignments, board self-evaluations, director compensation recommendations, and positions on public policy, product/workplace safety, sustainability, human rights, and non-human capital DE&I .
- Audit: Oversees financial statement integrity, internal/external auditor independence/performance, compliance, internal controls, risk assessment/management, and auditor appointment/oversight .
- Special Activities: Oversees classified business activities, cybersecurity risk exposure and management, critical technology gaps, and related controls/processes .
- Attendance and engagement (Board-level 2024): 10 Board meetings; 96% overall director attendance at Board meetings; 98% overall attendance at Board and Committee meetings; five special Board/Committee meetings (telephonic); 100% attendance at the 2024 Annual Meeting of Shareowners .
Fixed Compensation
RTX pays non-employee directors via a mix of cash retainers and Deferred Stock Units (DSUs), with optional election to receive 100% of retainer in DSUs.
| Element | Cash ($) | DSUs ($) | Total ($) | Notes |
|---|---|---|---|---|
| Base annual retainer (2024–2025 cycle) | 130,000 | 195,000 | 325,000 | 40% cash / 60% DSUs default; DSUs fully vested at grant, distributed post-board retirement |
| Governance & Public Policy Committee Chair | 10,000 | 15,000 | 25,000 | Role-based incremental retainer |
| Audit Committee Member (historical program) | 12,000 | 18,000 | 30,000 | Member fees explicitly disclosed for April 2022–April 2023 cycle; RTX maintained chair fees thereafter |
| Special meeting fee | 0 | 0 | 3,000 | For special, in-person meetings not on the annual calendar; telephonic special meetings in 2024 paid no fee |
- Deferred RSUs: One-time deferred RSU awards were granted only to directors appointed before October 2019; these vested over five years, with distribution after board retirement; directors appointed after October 2019 (including Work) did not receive a deferred RSU on joining .
Performance Compensation
RTX directors do not receive performance-based equity (e.g., PSUs) or annual bonuses; director equity is delivered as DSUs (time-based, fully vested at grant) and legacy deferred RSUs (for pre-2019 appointees), with no disclosed performance metrics tied to director pay.
| Performance Metric | Applies to Director Compensation? | Details |
|---|---|---|
| TSR, revenue/EBITDA growth, ESG goals | No | Director compensation comprises fixed retainers and DSUs; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| System High | Director | Not disclosed in RTX proxy |
| Govini | Chairman | Not disclosed in RTX proxy |
| SparkCognition Government Services | Chairman | Not disclosed in RTX proxy |
| Raytheon Company (prior) | Director (2017–2020) | Not disclosed in RTX proxy |
- Conflict safeguards: RTX’s Governance Committee reviews and approves/ratifies related person transactions above $120,000, considering arm’s-length terms and the related person’s interest before approval; the policy also outlines reporting and oversight responsibilities .
Expertise & Qualifications
- Deep government and defense domain expertise spanning global security, advanced technologies, acquisition reform, and risk oversight, derived from senior DoD and Navy leadership roles and defense-focused think tanks .
- Corporate governance leadership: Chairs RTX’s Governance and Public Policy Committee; experienced in ESG risk oversight and board efficacy (evaluations, guidelines, director nominations) .
Equity Ownership
| As of Date | RSUs Convertible within 60 days | DSUs Convertible within 60 days | Total Shares Beneficially Owned |
|---|---|---|---|
| Feb 8, 2023 | — | 10,295 | 15,496 |
- Stock Ownership Guidelines: Non-employee directors must hold shares equal to 5x the annual cash retainer (i.e., 5 × $130,000) within five years of joining; RTX states all directors comply or are on track; individuals not at the threshold after five years are restricted from selling RTX shares until compliant .
- Distribution mechanics: DSUs and deferred RSUs are distributed only after retirement from the Board; legacy UTC directors’ Carrier/Otis units distribute in cash; RTX DSUs/RSUs convert to RTX Common Stock upon retirement .
Insider Trades
| Date | Form | Security | Reported Holdings/Transaction | Notes |
|---|---|---|---|---|
| Apr 8, 2020 | Form 3 (Initial Statement) | RTX Common Stock | 0 shares beneficially owned at filing | Filed upon becoming an RTX director |
Governance Assessment
- Positives:
- Independent director with strong alignment to RTX’s core defense customer base; chairs Governance and Public Policy, indicating trust in oversight of governance, ESG, and public policy matters .
- Board-level engagement high: 96% Board attendance; 98% overall Board/Committee attendance in 2024; 100% Annual Meeting attendance—signals robust engagement across directors .
- Director compensation mix includes significant equity via DSUs with post-retirement distribution, promoting long-term alignment; rigorous 5x retainer ownership guideline .
- Robust related person transaction policy administered by the Governance Committee to mitigate conflicts .
- Watch items / potential red flags:
- Chairs two non-public, defense/AI-focused companies (Govini; SparkCognition Government Services) while sitting on RTX’s Board; while no related transactions are disclosed in RTX’s proxy, ongoing monitoring via the related person transaction policy is prudent given the potential for vendor/customer adjacency in the defense ecosystem .
- Multi-committee workload (chair + two committee memberships) can heighten overboarding risk in some contexts; RTX’s committee and governance processes (self-evaluations, assignment reviews) partly mitigate this .