8-KLeadership ChangesExhibits & Filings

RTX Corp 8-K Report, Executive Changes (Dec 14, 2023)

Filed December 14, 2023For Securities:RTX

Summary

RTX Corporation (RTX) announced a significant leadership transition in an 8-K filing dated December 14, 2023. The Board of Directors has elected Christopher T. Calio as the new President & Chief Executive Officer, effective May 2, 2024. Mr. Calio, currently the Chief Operating Officer, will succeed Gregory J. Hayes, who will transition from CEO to Executive Chairman of the Board. This planned succession indicates a continued focus on experienced internal leadership to guide the company. The filing also details the compensation adjustments for both executives related to these role changes. Mr. Calio's compensation will increase significantly to reflect his new CEO responsibilities, including a higher base salary, incentive target, and a substantial long-term incentive award. Mr. Hayes will receive a new compensation package commensurate with his role as Executive Chairman. This transition is effective May 2, 2024, with Mr. Hayes continuing as Chairman until then and Mr. Reynolds remaining as independent Lead Director.

Key Highlights

  • 1Christopher T. Calio appointed President & Chief Executive Officer, effective May 2, 2024.
  • 2Gregory J. Hayes transitions from CEO to Executive Chairman of the Board, effective May 2, 2024.
  • 3Mr. Calio's compensation package sees a notable increase to align with his CEO role, including a higher base salary and incentive targets.
  • 4Mr. Calio will receive a significant 2024 Long-Term Incentive (LTI) award valued at approximately $13.5 million.
  • 5Mr. Hayes will receive a 2024 LTI award valued at approximately $10 million for his role as Executive Chairman.
  • 6Fredric G. Reynolds will continue to serve as the independent Lead Director.
  • 7The company is emphasizing an internal promotion for its top leadership role, demonstrating continuity and deep operational knowledge.

Frequently Asked Questions

This 8-K filing is primarily to announce a planned leadership transition at RTX Corporation. Christopher T. Calio has been elected as the new President & CEO, and Gregory J. Hayes will move to the role of Executive Chairman of the Board.

The leadership changes will be effective May 2, 2024. Mr. Calio will assume the CEO role on this date, and Mr. Hayes will transition to Executive Chairman. Mr. Calio's appointment to the Board is effective December 14, 2023.

Christopher T. Calio's compensation will be adjusted to reflect his new CEO responsibilities. His annual base salary will increase to $1,450,000, his annual incentive target will increase to 175% of base salary, and he will receive a 2024 LTI award with an estimated target value of $13.5 million.

Gregory J. Hayes will become Executive Chairman of the Board, effective May 2, 2024. His compensation for this role will include an annual base salary of $1,100,000, an annual incentive target of 125% of base salary, and a 2024 LTI award with an estimated target value of $10 million.