RTN » Topics » Compensation of Directors

This excerpt taken from the RTN DEF 14A filed Mar 29, 2006.

Compensation of Directors

Each non-employee director receives an annual cash retainer of $60,000. The chair of each Board committee (other than the Audit Committee) receives an additional annual cash retainer of $5,000. The chair of the Audit Committee receives an additional annual cash retainer of $15,000. Non-employee directors also receive a fee of $1,500 for attendance at each meeting of the Board and each committee meeting, other than telephonic meetings, for which the fee is $500. Pursuant to our Deferred Compensation Plan, directors may defer receipt of their annual retainer and/or meeting fees until retirement from the Board. Directors may elect to receive their cash retainer in shares of Raytheon common stock.

Non-employee directors also receive an annual grant of $80,000 of Raytheon common stock. Grants are made under the 1997 Nonemployee Directors Restricted Stock Plan. All grants consist of restricted stock and are held in the custody of the Company until restrictions lapse, generally on the date of the next annual meeting. The directors receive dividends on these shares and are entitled to vote these shares.

The lead director receives an additional annual retainer of $60,000, payable as follows: $24,000 in cash and an annual grant of $36,000 of restricted shares of Raytheon common stock.

We reimburse directors for actual expenses incurred in the performance of their service as directors, including attendance at director education programs sponsored by educational and other institutions. We also maintain a general insurance policy which provides non-employee directors with up to $100,000 per incident in travel accident insurance when on Company business. In addition, all directors are eligible to participate in our matching gift and charitable awards program available to all employees. We match gifts up to $5,000 per donor per calendar year.

 

Set forth below is information concerning the annual compensation for each member of the Board of Directors for the fiscal year ending December 31, 2005.

 

Director

  Annual Retainer   Meeting
Fees
  Total
Compensation
  Cash   Stock(1)    

Barbara M. Barrett(2)

  $ 50,000   $ 80,000   $ 38,500   $ 168,500

Vernon E. Clark(3)

    15,000         1,500     16,500

Ferdinand Colloredo-Mansfeld

    45,000     80,000     24,500     149,500

John M. Deutch

    45,000     80,000     23,000     148,000

Thomas E. Everhart(2)

    50,000     80,000     22,500     152,500

Frederic M. Poses

    45,000     80,000     37,500     162,500

Warren B. Rudman(4)

    74,000     116,000     34,500     224,500

Michael C. Ruettgers

    45,000     80,000     40,500     165,500

Ronald L. Skates(2)

    56,250     80,000     26,500     162,750

William R. Spivey

    45,000     80,000     31,000     156,000

Linda G. Stuntz

    45,000     80,000     25,500     150,500

(1) Based on the fair market value of Raytheon common stock on the date of grant.
(2) Ms. Barrett and Mr. Everhart received an additional annual cash retainer of $5,000 for service as Chair of the Public Affairs Committee and the Governance and Nominating Committee, respectively. Mr. Skates received an additional annual cash retainer of $11,250 for service as Chair of the Audit Committee.
(3) Mr. Clark was elected to the Board in December 2005.
(4) Mr. Rudman received an additional annual cash retainer of $5,000 for service as Chair of the Management Development and Compensation Committee. Mr. Rudman also received an additional annual cash retainer of $24,000 and an additional $36,000 in shares of stock for service as lead director.

 

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Table of Contents
This excerpt taken from the RTN DEF 14A filed Mar 24, 2005.

Compensation of Directors

 

Each non-employee director receives an annual cash retainer of $40,000. The chair of each Board committee (other than the Audit Committee) receives an additional annual cash retainer of $5,000. The chair of the Audit Committee receives an additional annual cash retainer of $10,000. Non-employee directors also receive a fee of $1,500 for attendance at each meeting of the Board and each committee meeting, other than telephonic meetings, for which the fee is $500. Pursuant to the Company’s Deferred Compensation Plan, directors may defer receipt of their annual retainer and/or meeting fees until retirement from the Board.

 

Non-employee directors also receive an annual grant of $60,000 of Raytheon common stock. Grants are made under the 1997 Nonemployee Directors Restricted Stock Plan. All grants consist of restricted stock and are held in the custody of the Company until restrictions lapse, generally on the date of the annual meeting three years after the award. The directors receive dividends on these shares and are entitled to vote these shares. You are being asked to consider an amendment to the 1997 Nonemployee Directors Restricted Stock Plan to increase the number of shares authorized for issuance under the Plan and to extend the term of the Plan for an additional five years. More information regarding the 1997 Nonemployee Directors Restricted Stock Plan may be found on page 39 under the heading “Proposal to Amend 1997 Nonemployee Directors Restricted Stock Plan.”

 

The lead director receives an additional annual retainer of $60,000, payable as follows: $24,000 in cash and an annual grant of $36,000 of restricted shares of Raytheon common stock.

 

The Company reimburses directors for actual expenses incurred in the performance of their service as directors, including attendance at director education programs sponsored by educational and other institutions. The Company also reimburses directors for the costs of their spouses to travel with them to Company-sponsored business events. The Company also maintains a general insurance policy which provides non-employee directors with up to $100,000 per incident in travel accident insurance when on Company business.

 

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