8-KLeadership ChangesExhibits & Filings

RTX Corp 8-K Report, Executive Changes (Feb 3, 2025)

Filed February 3, 2025For Securities:RTX

Summary

RTX Corporation has announced a significant leadership transition plan. Executive Chairman Gregory J. Hayes will step down from his role and the Board of Directors effective April 30, 2025, after choosing not to stand for re-election. Mr. Hayes will transition to a Special Advisor to the CEO role through January 2, 2026, continuing as an employee but in a non-executive capacity. This move facilitates the elevation of current President and CEO, Christopher T. Calio, who will assume the Chairman role in addition to his CEO and President responsibilities, also effective April 30, 2025. This leadership change signals a period of continuity and planned succession under Mr. Calio's expanded leadership. The company has outlined the compensation and benefits for Mr. Hayes during his advisory role, which includes maintaining his base salary, continued vesting of existing long-term incentives, and standard employee benefits. However, he will not receive new annual incentives or equity awards for 2025 and will forfeit executive chair-specific perquisites. Investors should monitor the execution of this transition and the strategic direction under Mr. Calio's sole leadership of the Board and executive management.

Key Highlights

  • 1Executive Chairman Gregory J. Hayes to step down and not seek re-election to the Board, effective April 30, 2025.
  • 2Christopher T. Calio, current President and CEO, to assume the role of Chairman, President & Chief Executive Officer, effective April 30, 2025.
  • 3Gregory J. Hayes will transition to a Special Advisor to the CEO role until January 2, 2026.
  • 4Mr. Hayes's compensation as Special Advisor includes his current base salary and continued vesting of existing long-term incentives.
  • 5Mr. Hayes will not be eligible for 2025 annual incentives or new equity awards.
  • 6Executive Chairman-specific perquisites for Mr. Hayes will cease effective April 30, 2025.

Frequently Asked Questions

Gregory J. Hayes stepping down as Executive Chairman and from the Board of Directors signifies a planned leadership transition. His decision not to stand for re-election and subsequent move to a Special Advisor role allows for a smooth succession of leadership.

Christopher T. Calio will expand his current responsibilities as President and CEO to also include the role of Chairman. This consolidation of leadership will be effective April 30, 2025, placing him in charge of both the executive management and the Board of Directors.

As Special Advisor, Mr. Hayes will continue to receive his annual base salary of $1,100,000 and will continue to vest in his existing outstanding long-term incentive awards. However, he will not be eligible for 2025 annual incentives or any new equity awards. He will also forfeit executive chair-specific perquisites, such as personal use of corporate aircraft and enhanced security services.

The key leadership changes, including Mr. Hayes stepping down as Executive Chairman and Mr. Calio assuming the Chairman role, are both effective April 30, 2025. Mr. Hayes's role as Special Advisor will continue through January 2, 2026.