Tracy Atkinson
RTXAbout Tracy Atkinson
Independent director of RTX since 2020; age 60. Former Executive Vice President & Chief Administrative Officer, State Street Corporation, with prior roles as EVP Finance and Chief Compliance Officer; earlier senior roles at MFS Investment Management and partner at PricewaterhouseCoopers. Recognized as a Certified Public Accountant with board-designated key skills in Financial, Senior Leadership, and Risk Management/Oversight. Chairs RTX’s Human Capital & Compensation (HCC) Committee and serves on the Finance Committee.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| State Street Corporation | Chief Administrative Officer | 2019–2020 | Senior enterprise leadership; oversight across admin functions |
| State Street Corporation | EVP & Chief Compliance Officer | 2017–2019 | Enterprise compliance leadership |
| State Street Corporation | EVP, Finance | 2010–2017 | Senior finance leadership; Treasurer 2016–2017 |
| State Street Corporation | EVP & Chief Compliance Officer | 2009–2010 | Compliance leadership |
| State Street Global Advisors | EVP & Chief Compliance Officer | 2008–2009 | Asset management compliance leadership |
| MFS Investment Management | Senior positions | 1999–2008 | Investment management roles |
| PricewaterhouseCoopers LLP | Partner | — | Accounting/audit expertise; CPA |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Citizens Financial Group, Inc. | Director | Since 2024 | Not disclosed in RTX proxy |
| United States Steel Corporation | Director | Since 2020 | Not disclosed in RTX proxy |
| Affiliated Managers Group | Director (former) | 2020–2024 | Former directorship |
| Raytheon Company | Director (former) | 2014–2020 | Pre-merger legacy board service |
Board Governance
- Current RTX committee assignments: Chair, Human Capital & Compensation; Member, Finance. HCC held 5 meetings in 2024; Finance held 5 meetings in 2024.
- Independence: Board determined all nominees other than the CEO are independent under NYSE and RTX policy; no nominee (other than the CEO) had a material relationship or interest in any transaction with RTX.
- Board engagement/attendance: 96% overall attendance at 10 Board meetings in 2024; 98% overall attendance across Board and Committees; all directors attended the 2024 Annual Meeting. Five special Board/Committee meetings were held in 2024.
- Governance practices: Prohibitions on hedging/pledging by directors; robust clawback policy for executives; share ownership requirements for directors and executives; regular independent director executive sessions.
Fixed Compensation
- Director pay structure (May 2024–May 2025 cycle): Base annual retainer $325,000 (40% cash / 60% DSUs); HCC Committee Chair additional $35,000 (40% cash / 60% DSUs); no regular meeting fees; $3,000 only for special in-person meetings (none paid in 2024 as special meetings were telephonic).
- Change for 2025–2026 cycle: Base retainer increased to $345,000 effective May 1, 2025.
| 2024 Director Compensation (RTX) | Cash Fees ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Tracy A. Atkinson | 144,000 | 216,000 | 26,925 (incl. $25,000 charitable match) | 386,925 |
Performance Compensation
- Director equity vehicle: Annual retainer delivered 60% in Deferred Stock Units (DSUs); directors may elect 100% DSUs; dividends credited in additional DSUs; distributions occur at retirement. Not performance-conditioned.
- As HCC Chair, Atkinson oversees RTX’s executive pay program and its metrics:
- 2024 Annual Incentive Plan (Corporate) metrics and outcome: Adjusted Net Income (40%), Free Cash Flow (40%), Employee Retention (5%), Total Representation (5%), GHG Emissions vs. 2019 (5%), Water Usage vs. 2019 (5%); RTX performance factor 114%.
- 2022–2024 PSU metrics and outcome: Adjusted EPS (35%), ROIC (35%), Relative TSR vs S&P 500 (15%), Relative TSR vs Core A&D Peers (15%); final vesting factor 110%.
- Independent consultant FW Cook engaged; 2024 compensation risk assessment concluded plans do not contain risky features likely to have a material adverse impact.
- 2024 Say-on-Pay approval ~86%.
| 2024 AIP Metric | Weight | Threshold | Target | Maximum | Actual | Performance Factor |
|---|---|---|---|---|---|---|
| Adjusted Net Income ($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 vs. 2019 (metric tons CO2) | 5% | -18% | -21% | -30% | -21.4% | 104% |
| Water vs. 2019 (gallons) | 5% | -9% | -11% | -20% | -9.7% | 68% |
| RTX Performance Factor | — | — | — | — | — | 114% |
| 2022–2024 PSU Metric | Weight | Threshold | Target | Maximum | Actual | Vesting Factor |
|---|---|---|---|---|---|---|
| Adjusted EPS | 35% | 8.1% | 14.1% | 17.9% | 13.6% | 94% |
| ROIC | 35% | 6.1% | 7.1% | 7.8% | 6.9% | 82% |
| TSR vs. S&P 500 | 15% | 25th pct | 50th pct | 75th pct | 74.6th pct | 198% |
| TSR vs. Core A&D Peers | 15% | 25th pct | 50th pct | 75th pct | 55.5th pct | 122% |
| Final PSU Vesting Factor | — | — | — | — | — | 110% |
Other Directorships & Interlocks
- Current public boards: Citizens Financial Group (since 2024); United States Steel Corporation (since 2020).
- Prior public boards: Affiliated Managers Group (2020–2024); Raytheon Company (2014–2020).
- Interlocks/conflicts: None disclosed involving RTX’s competitors, suppliers, or customers via Atkinson’s current board roles. Board determined nominees (including Atkinson) have no material relationships or transaction interests with RTX.
Expertise & Qualifications
- Financial/accounting expertise (CPA; former PwC partner; EVP Finance at State Street).
- Risk management and compliance leadership (Chief Compliance Officer roles at State Street and SSGA).
- Board-designated key skills: Financial; Senior Leadership; Risk Management/Oversight.
Equity Ownership
- Ownership policy: Non-employee directors required to own 5x annual base cash retainer; compliance required within 5 years; RTX prohibits hedging, short sales, and pledging by directors.
- Beneficial ownership (as of Feb 18, 2025): DSUs convertible within 60 days: 13,273; Total shares beneficially owned: 20,153; each director owns <1% of shares outstanding.
| Beneficial Ownership (Feb 18, 2025) | SARs Exercisable (60d) | RSUs Convertible (60d) | DSUs Convertible (60d) | Total Shares Beneficially Owned |
|---|---|---|---|---|
| Tracy A. Atkinson | — | — | 13,273 | 20,153 |
Governance Assessment
- Strengths and signals:
- Independent director with deep finance, compliance, and risk oversight credentials; designated HCC Chair, aligning board leadership with pay-for-performance stewardship.
- Strong board engagement: high aggregate attendance (96% Board; 98% Board/Committees) and full Annual Meeting attendance; multiple special meetings reflect active oversight during 2024.
- Shareowner alignment mechanisms: DSU-based director pay; robust director ownership requirement; hedging/pledging prohibitions.
- HCC outcomes under her chairmanship include quantitative incentive metrics, external independent consultant review, and positive Say‑on‑Pay support (~86%).
- Potential conflict considerations and mitigants:
- State Street (her former employer) is a >5% RTX shareholder and received ~$4.1M in 2024 for trustee/investment services; Board’s independence assessment found all nominees (other than the CEO) independent with no material relationships/transaction interests, and RTX operates a formal related‑party review policy overseen by the Governance Committee.
- Director compensation alignment:
- 2024 mix for Atkinson: $216K stock awards via DSUs (56% of total), $144K cash (37%), and $26.9K other (primarily matched charitable contributions)—consistent with a cash/equity balanced retainer and non‑performance director equity.
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related‑party transactions involving Atkinson, option repricings, or low Say‑on‑Pay.
Note: Committee charters and governance improvements (e.g., expanded oversight of product quality and AI by the Governance Committee; frequent safety/quality reviews and special meetings) indicate heightened board focus on risk and product integrity following 2024 events, further supporting perceived board effectiveness.
