Richard Ambrose
TEXTRONAbout Richard F. Ambrose
Richard F. Ambrose (age 66) is an independent director of Textron Inc. (TXT), serving since 2022. He retired in 2022 as Executive Vice President – Space at Lockheed Martin, leading a $12B space business with ~20,000 employees and deep Department of Defense program experience. He is designated an Audit Committee Financial Expert, reflecting extensive aerospace and defense operating leadership, U.S. government program management, and advanced technology R&D expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin Corporation | Executive Vice President – Space | 2013–2022 | Led $12B Space business; national security, civil and commercial programs |
| Lockheed Martin | President, Information Systems & Global Solutions – National | 2011–2012 | Executive leadership in government solutions |
| Lockheed Martin Space | VP & GM, Surveillance & Navigation Systems | 2006–2010 | Managed complex defense programs |
| Lockheed Martin Ground Systems | VP & GM | 2000–2004 | Senior operating leadership |
| Lockheed Martin Maritime Systems & Sensors (Tactical Systems) | President | 2004–2006 | Led tactical systems portfolio |
| Hughes Information Systems (merged with Raytheon C3I Systems in 1997) | President & GM, Space Systems Division | pre-2000 | Senior role prior to Lockheed Martin |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed in TXT proxy |
Board Governance
- Independence: The Board determined Ambrose is independent under NYSE standards .
- Committees: Audit Committee member (eight meetings in 2024) and Organization & Compensation (O&C) Committee member (six meetings in 2024) .
- Financial Expert: The Board designated Ambrose an “audit committee financial expert” .
- Attendance: In 2024, each director attended at least 75% of total Board and applicable committee meetings; the Board held six regular meetings, with executive sessions of independent directors at each .
- Lead Independent Director: R. Kerry Clark serves as Lead Director (three-year term, annually ratified) .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee director standard retainer |
| Audit Committee membership retainer | $15,000 | Paid to all Audit Committee members |
| Committee chair fees | $0 | Ambrose is not a chair; Audit chair ($15k), N&CG chair ($20k), O&C chair ($25k) paid to chairs only |
| Lead Director fee | $0 | Lead Director fee is $45k; Ambrose is not Lead Director |
| RSU grant (annual) | $165,000 grant-date fair value | RSUs granted at 2024 Annual Meeting; vest in one year unless deferred |
| Total 2024 compensation | $310,000 (cash $145,000; stock $165,000) | Director Compensation Table (Ambrose row) |
| 2025 RSU value (planned) | $185,000 | RSU grant value increased beginning 2025 |
Additional program features:
- Directors’ Deferred Income Plan: May defer cash into interest-bearing account (Moody’s Corporate Bond Yield Index, capped at 120% of Long-Term AFR) or Textron stock units with dividend equivalents .
- Matching gift program: Up to $7,500 in 2024; increases to $10,000 beginning 2025 .
Performance Compensation
| Element | Design | Metrics | Terms |
|---|---|---|---|
| Director RSUs | Time-based | None (no performance metrics) | Vest in one year; optional deferral until Board separation |
| Options/PSUs (Director) | Not applicable | — | Directors receive cash + RSUs; no options/PSUs disclosed for directors |
Other Directorships & Interlocks
| Company | Role | Committee | Interlock/Conflict Considerations |
|---|---|---|---|
| None disclosed | — | — | No supplier/customer interlocks disclosed; Board assessed independence |
Expertise & Qualifications
- Aerospace and defense senior leadership; DoD program management; advanced technology R&D; designation as Audit Committee Financial Expert .
- Experience overseeing complex operations and risk management aligned with TXT sector exposure .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 4,691 shares | |
| Ownership as % of outstanding shares | ~0.0026% (4,691 / 181,620,917) | |
| Unvested RSUs (not within 60 days of 1/2/2025) | 1,756 units (per-director) | |
| Deferred stock units (Directors’ plan, cash-settled) | 172 units | |
| Stock ownership guideline | 8× the portion of annual cash retainer; all directors meet requirement | |
| Anti-hedging/anti-pledging | Prohibited for directors |
Section 16(a) compliance:
- TXT reported all required forms timely filed for 2024 except one Form 4 for James L. Ziemer; no exception noted for Ambrose .
Governance Assessment
- Board effectiveness: Ambrose strengthens financial oversight as an Audit Committee Financial Expert and contributes compensation oversight as an O&C member; committees are fully independent, use independent advisors, and meet regularly (Audit: 8; O&C: 6) .
- Independence and engagement: Independent status affirmed; executive sessions occurred at each of six regular meetings; directors (including Ambrose) met attendance expectations (≥75%) .
- Alignment and incentives: Director pay mix standard (cash + annual RSUs); ownership guideline at 8× cash retainer; anti-hedging/pledging and deferral features support alignment without performance-based director pay .
- Potential conflicts: No related-party transactions disclosed for Ambrose; Board reviews and approves related-party transactions under defined policy .
- Signals: Strong say-on-pay support (94.1% in 2024) indicates shareholder confidence in compensation governance broadly; committee structures and independence support robust oversight .
RED FLAGS
- None disclosed specific to Ambrose (no pledging, no related-party transactions, independent status, attendance threshold met) .