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Corporate Governance

Committee Charter

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The Management Development and Compensation Committee (the “Committee”) is established by the Board of Directors (the “Board”) to review, monitor, determine and, as appropriate, report and make recommendations to the Board with respect to, Company compensation and management development, including, without limitation, benefit plans, including incentive compensation plans, the compensation of the CEO, other officers and key employees, succession planning and talent development.

Committee Membership

The Committee shall consist of no fewer than three directors. All Committee members shall meet the independence requirements of the New York Stock Exchange and the Company’s Governance Principles as determined by the Board.

Committee Authority and Responsibilities

The Committee shall meet at such times as deemed necessary by the chair of the Committee. The Committee shall report its actions and recommendations to the Board. The Committee may invite to its meetings any director, officer of the Company, or such other person as it deems appropriate in order to assist it in performing its responsibilities. The Committee may form and delegate authority to subcommittees where appropriate.

The Committee shall have the following authority and responsibilities:

Employee Compensation, Benefit and Other Plans

  1. Review and recommend to the Board (and stockholders if necessary or appropriate) for approval the establishment of or material change in any incentive, pension or profit-sharing or equity compensation plan; and review and approve other modifications to such plans; and review the equitable design of employee compensation programs.
  2. Establish annual or other periodic goals under short-term incentive plans of the Company and review and approve awards under such plans (except awards with respect to the CEO and the other Named Executive Officers, whose awards are recommended to the Board for approval).
  3. Establish annual or other periodic goals under long-term incentive plans of the Company, and review and approve awards under such plans (except awards with respect to the CEO and the other Named Executive Officers, whose awards are recommended to the Board for approval).
  4. Administer and make awards under the Company’s equity compensation plans (except awards with respect to the CEO and the other Named Executive Officers, whose awards are recommended to the Board for approval).

Executive Compensation

  1. CEO and Other Named Executive Officers - Annually review and recommend to the Board for approval corporate goals and objectives relevant to the salaries and short- and long-term incentives of the CEO and the CFO and the Company’s three most highly-compensated executive officers other than the CEO and CFO, as determined by the Company (collectively, the “Named Executive Officers”). The Committee evaluates annually the performance of the CEO and reviews the performance of the other Named Executive Officers in light of the Company’s goals and objectives and recommends to the Board the salaries and short- and long-term incentives, including awards under incentive compensation plans and equity compensation plans, for the CEO and the other Named Executive Officers. In determining the long-term incentive component of the compensation of the CEO and the other Named Executive Officers, the Committee considers the Company’s performance and relative stockholder return, the value of similar incentive awards to executive officers at comparable companies, and the awards given to the CEO and the other Named Executive Officers in past years. The Committee also reviews generally the Company’s executive compensation programs to ensure the attraction, retention and appropriate reward of the CEO and the other Named Executive Officers, to motivate their performance in the achievement of the Company’s business objectives, and to align the interest of the executive officers with the long-term interests of the Company’s stockholders.
  2. Elected Officers and Key Employees - Review and approve the salaries and other short- and long-term incentives of the elected officers of the Company (other than the CEO and the other Named Executive Officers, whose compensation is recommended to the Board for approval) and key employees of the Company. The Committee establishes and periodically reviews the base salary threshold level for establishing the key employee group. The Committee reviews generally the Company’s executive compensation programs to ensure the attraction, retention and appropriate reward of the officers and key employees, to motivate their performance to achieve the Company’s business objectives, and to align the interest of the officers and key employees with the long-term interests of the Company’s stockholders.
  3. CEO and Other Named Executive Officer Employment and Severance Agreements - Review and recommend to the Board for approval all employment agreements, severance agreements, retention agreements and change in control agreements, and any other special or supplemental benefits with respect to the CEO and the other Named Executive Officers.
  4. Elected Officer and Key Employee Employment and Severance Agreements - Review and approve all employment agreements, severance agreements, retention agreements and change in control agreements, and any other special or supplemental benefits with respect to elected officers and key employees of the Company (except awards with respect to the CEO and the other Named Executive Officers, whose agreements are recommended to the Board for approval).
  5. Executive Perquisites – Establish, review and monitor compliance with policies and procedures related to executive perquisites, and be informed in a timely manner of significant director and officer stock transactions and review and approve all executive perquisite plans or programs and all material modifications thereto.

Succession Planning and Talent Development

  1. Review periodically succession plans for the CEO, other Named Executive Officers, and elected officers of the Company.
  2. Review periodically career development plans for elected officers and other key employees.

Committee Advisers

  1. Retain and/or terminate outside compensation consultants, legal counsel and other advisers (collectively “Committee Advisers”) to be used to assist the Committee in fulfilling its responsibilities, approve such advisers’ fees and other retention terms, annually assess the independence of such outside advisers, and pre-approve any services proposed to be provided by such advisers to the Company. The Committee’s outside compensation consultant may also be utilized by the Governance and Nominating Committee to assist it in evaluating director compensation.
    1. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Committee Adviser, and shall have the sole discretion to terminate any such adviser once retained.
    2. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to a Committee Adviser.
    3. The Committee may select a Committee Adviser only after taking into consideration all factors relevant to the independence from management of such Committee Adviser (and, if such adviser is a firm, the individual consultants or advisers employed by the firm who are responsible for managing the Company relationship, as applicable) including the following:
      1. The provision of other services to the Company by the Committee Adviser;
      2. The amount of fees received from the Company by the Committee Adviser, as a percentage of the total revenue of the Committee Adviser;
      3. The policies and procedures of the Committee Adviser that are designed to prevent conflicts of interest;
      4. Any business or personal relationship between the Committee Adviser’s individual consultant(s) or adviser(s) responsible for managing the Company relationship and a member of the Committee;
      5. Any Company stock owned by the Committee Adviser’s individual compensation consultant(s) or adviser(s) responsible for managing the Company relationship; and
      6. Any business or personal relationship between the Committee Adviser, or the Committee Adviser’s individual compensation consultant(s) or adviser(s) responsible for managing the Company relationship, and an executive officer of the Company.

Other Responsibilities

  1. Prepare the compensation committee report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement. The Committee also reviews the adequacy of annual proxy statement disclosures related to director and officer compensation.
  2. Review and reassess the adequacy of this Charter periodically and recommend any proposed changes to the Board for approval.
  3. Review annually the Committee’s own performance.
  4. Oversee management of such risks as may be assigned periodically to the Committee by the Board as a result of the Enterprise Risk Management process or otherwise.

The Committee undertakes additional activities within the scope of its primary functions as the Committee or the Board may from time to time determine.

November 2017

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