Raytheon directors are elected annually by our shareholders. The Board has nominated Tracy A. Atkinson, Robert E.
Beauchamp, Adriane M. Brown, Stephen J. Hadley, Thomas A. Kennedy, Letitia A. Long, George R. Oliver, Dinesh C.
Paliwal, Ellen M. Pawlikowski, William R. Spivey, Marta R. Stewart, James A. Winnefeld, Jr., and Robert O. Work to serve
one-year terms that will expire at the 2020 Annual Meeting of Shareholders. These individuals all currently serve on our
Board. Ms. Pawlikowski and Ms. Stewart were each first elected by the Board since the last Annual Meeting upon the
recommendation of the Governance and Nominating Committee, which was aided by a third-party director recruiting firm.
One of our current directors, Vernon E. Clark, will be retiring from the Board effective May 30, 2019, and is not a nominee for
election at the forthcoming Annual Meeting. Mr. Clark has served as a distinguished member of the Board for thirteen years,
including six as Lead Director. We gratefully acknowledge his dedicated service and numerous contributions to Raytheon.
We introduce our nominees for director below, and explain the qualifications, skills and experiences considered by the
Governance and Nominating Committee in support of each individual’s nomination. If elected, the nominees will continue in
office until their successors have been duly elected and qualified, or until their death, resignation or retirement. We expect
each of the nominees will serve if elected. If any nominee is unable or unwilling to serve, the proxies may be voted for a
substitute nominee designated by the Board.
FOR
The Board unanimously recommends that shareholders vote FOR each of the nominees for election.
Proxies solicited by the Board will be so voted unless shareholders specify otherwise in their proxies.
NOMINEES FOR ELECTION
TRACY A. ATKINSON
EXECUTIVE VICE PRESIDENT AND CHIEF COMPLIANCE OFFICER, STATE STREET CORPORATION
Director since 2014
Age: 54
Committees:
Audit (Chair)
Public Policy and Corporate Responsibility
Key Skills and Experiences:
Financial/Accounting Expertise
Legal/Regulatory/Compliance
Risk Management
Ms. Atkinson provides the Board with significant experience in finance, risk management and related
regulatory and compliance matters gained through numerous positions of significant responsibility with
State Street and MFS Investment Management. In addition, she has valuable accounting expertise derived
from her experience as a Certified Public Accountant and a partner at PricewaterhouseCoopers LLP.
Positions with State Street Corporation (financial
services firm): Executive Vice President since 2008;
Executive Vice President and Chief Compliance
Officer since 2017; Executive Vice President, Finance
from 2010 to 2017; Treasurer from 2016 to 2017;
Executive Vice President, Chief Compliance Officer
from 2009 to 2010; Executive Vice President, State
Street Global Advisors Chief Compliance Officer from
2008 to 2009.
Positions with MFS Investment Management
(financial services firm): Senior Vice President,
Treasurer and Chief Financial Officer of MFS Mutual
Funds from 2005 to 2008; Senior Vice President,
Chief Risk and New Product Development Officer
from 2004 to 2005.
Partner at PricewaterhouseCoopers LLP from 1999
to 2004.
Affiliations: The Arc of Massachusetts, Immediate
Past President.
ROBERT E. BEAUCHAMP
RETIRED CHAIRMAN AND INTERIM PRESIDENT AND CHIEF EXECUTIVE OFFICER, BMC SOFTWARE, INC.
Director since 2015
Age: 59
Committees:
Audit
Management
Development
and Compensation
Public Policy
and Corporate
Responsibility
Key Skills and Experiences:
Cyber/Software
Commercial Business
Public Company CEO
Mr. Beauchamp brings executive leadership experience and valuable commercial software, cybersecurity
and information technology expertise to the Board, having served as the Chairman of BMC Software for
over a decade and as BMC’s President and CEO for fifteen years. He also has significant experience in
strategic planning, global operations and sales, finance, mergers and acquisitions, and risk management
gained through various roles of increasing responsibility at BMC Software.
Positions at BMC Software, Inc. (provider of business
service management software): Interim President
and Chief Executive Officer since April 1, 2019;
Chairman from 2016 to October 2018; Chairman,
President and CEO from 2008 to 2016; President,
CEO and member of the board of directors from
2001 to 2008; held a variety of leadership roles of
increasing responsibility from 1988 to 2001.
Current Directorships: Anaplan, Inc. (business
planning software company) since July 2018;
Forcepoint, LLC (cybersecurity joint venture
company owned by Raytheon with Vista Equity
Partners) since 2016.
Past Directorships: TransUnion (credit reporting
and information processing and analysis company)
from June 2018 to April 2019; National Oilwell
Varco, Inc. (provider of equipment and services for
the oil and gas industry) from 2001 to 2015.
ADRIANE M. BROWN
RETIRED PRESIDENT AND CHIEF OPERATING OFFICER, INTELLECTUAL VENTURES, LLC
Director since 2018
Age: 60
Committees:
Management
Development and
Compensation
Public Policy
and Corporate
Responsibility
Key Skills and Experiences:
Commercial Business
Cyber/Software
Operating Expertise
Ms. Brown brings to the Board extensive business leadership experience through her leadership positions
at a number of global technology and commercial businesses. She also possesses significant experience
relating to technology innovation and the protection and commercialization of intellectual property, as
well as business development, strategic planning, international operations, risk management and finance.
Positions with Intellectual Ventures, LLC
(an invention capital company): Senior Advisor
from August 2017 to January 2019; President and
Chief Operating Officer from 2010 to July 2017.
Positions with Honeywell International, Inc.
(a defense, electronics and engineering company):
Series of leadership positions beginning in 1999,
including President and CEO, Transportation Systems.
Positions with Corning, Inc. (a high technology
materials provider): Variety of roles from
1980 to 1999, ultimately serving as Vice President
and General Manager of the Environmental
Products Division.
Current Directorships: eBay Inc. (provider of
e-commerce marketplaces) since September 2017;
Allergan plc (a pharmaceuticals company) since
February 2017.
Past Directorship: Harman International
Industries, Inc. (designer of connected products and
solutions for automakers, consumers and enterprises)
from 2013 to March 2017.
Affiliations: Washington Research Foundation
Board of Directors; Pacific Science Center Board
of Directors; Jobs for America’s Graduates
Board of Directors.
STEPHEN J. HADLEY
PRINCIPAL, RICEHADLEYGATES LLC
Director since 2009
Age: 72
Committees:
Governance and
Nominating (Chair)
Management
Development
and Compensation
Special Activities
Key Skills and Experiences:
Legal/Regulatory/Compliance
U.S. Department of
Defense/Government
Aerospace/Defense Industry Expertise
Mr. Hadley has substantial national security, international affairs, public policy and legal experience through
his extensive career in government, consulting and private legal practice. He provides the Board with
unique and diverse perspectives on the global security environment and international affairs, and valuable
leadership and experience in the areas of strategic oversight, public policy and regulatory compliance.
Principal in RiceHadleyGates LLC (international
strategic consulting firm) since 2009.
Assistant to the President for National Security
Affairs from 2005 to 2009.
Assistant to the President and Deputy National
Security Advisor from 2001 to 2005.
Partner in the Washington, D.C. law firm of Shea
& Gardner and a principal in The Scowcroft Group
(international consulting firm) from 1993 to 2001.
Current Directorships: The Bessemer Group,
Incorporated (financial services holding company)
(including service on its Audit Committee since
2013), Bessemer Securities Corporation (including
service on its Audit Committee since 2011) and certain related entities (all privately-held financial
services companies) since 2009.
Affiliations: Director (and member of the
Executive Committee) of the Atlantic Council
of the United States since 2010, and Executive
Vice Chair since 2015; Member of the Board of
Managers of the Johns Hopkins University Applied
Physics Laboratory since 2011; Member of Yale
University’s Kissinger Papers Advisory Board since
2011; Member, Board of Directors, U.S. Institute of
Peace since 2013 and Chair since 2014; Member
of the Board of Directors of the Council on Foreign
Relations since 2015; Member, International
Advisory Board of Robert Bosch GmbH (a German
industrial company) since 2015.
THOMAS A. KENNEDY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Director since 2014
Chairman of the
Board since October
2014
Age: 63
Key Skills and Experiences:
Public Company CEO
Engineering/Science/Information Technology
Aerospace/Defense Industry Expertise
Mr. Kennedy has in-depth knowledge of Raytheon’s business, technology and capabilities, operations
and global markets, as well as significant experience in strategic planning, operations, mergers and
acquisitions, cybersecurity, engineering and technology, finance and risk management. He also provides
the Board with executive leadership and substantial business experience and deep industry-specific
expertise developed while holding roles of increasing responsibility at Raytheon.
Positions at Raytheon: Chief Executive Officer
since 2014; Executive Vice President and Chief
Operating Officer from April 2013 to March 2014;
Vice President and President of the Integrated
Defense Systems business unit from 2010 to 2013;
Vice President of the Tactical Airborne Systems
product line within the Space and Airborne Systems
business unit from 2007 to 2010; and various other
leadership positions during a 36-year career.
Current Directorship: Forcepoint, LLC
(cybersecurity joint venture company owned by
Raytheon with Vista Equity Partners) since 2015.
Affiliations: Member, Aerospace Industries
Association Board; Rutgers University School of
Engineering Industry Advisory Board; UCLA School
of Engineering Advisory Board; Massachusetts
Institute of Technology Industry Advisory Board;
Congressional Medal of Honor Foundation Board;
Member, Massachusetts Competitive Partnership
and Business Roundtable.
LETITIA A. LONG
RETIRED DIRECTOR, NATIONAL GEOSPATIAL-INTELLIGENCE AGENCY
Director since 2015
Age: 60
Committees:
Audit
Public Policy
and Corporate
Responsibility (Chair)
Special Activities
Key Skills and Experiences:
U.S. Department of Defense/Government
Aerospace/Defense Industry Expertise
Engineering/Science/Information Technology
Ms. Long brings to the Board substantial intelligence, national security and public policy experience
developed through her numerous leadership positions in the U.S. government, which include service as
the fifth Director of the National Geospatial-Intelligence Agency. Through this experience, combined
with her roles on the boards of other companies and organizations, she provides critical insights on
global intelligence and security matters and valuable leadership and experience in strategic planning and
oversight, public policy, organizational management and technology.
Director, National Geospatial-lntelligence Agency
from 2010 to 2014.
Deputy Director, Defense Intelligence Agency from
2006 to 2010.
Deputy Under Secretary of Defense (Intelligence)
for Policy, Requirements and Resources from 2003
to 2006.
Deputy Director of Naval Intelligence from 2000
to 2003.
32-year career with the United States government
holding a series of leadership roles of increasing
responsibility.
Current Directorships: HyperSat LLC (privately-held
provider of high-resolution hyperspectral satellite imagery and analysis) since September
2018; Sonatype, Inc. (privately-held developer and
provider of software products) since August 2017;
Noblis, Inc. (not-for-profit science and technology
services provider) since 2015.
Past Directorship: Urthecast Corporation
(provider of video technology for Earth observation)
from 2015 to June 2018.
Affiliations: Member, Virginia Polytechnic
Institute and State University Board of Visitors;
Member, United States Geospatial Intelligence
Foundation Board of Directors; Board Chair,
Intelligence and National Security Alliance.
GEORGE R. OLIVER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, JOHNSON CONTROLS INTERNATIONAL plc
Director since 2013
Age: 58
Committees:
Governance and
Nominating
Management
Development
and Compensation
Key Skills and Experiences:
Public Company CEO
Operating Expertise
M&A/Strategy Development
Mr. Oliver provides the Board with executive leadership and substantial global commercial operational
and management experience gained through his leadership roles at global technology and industrial
companies, Johnson Controls, Tyco International and General Electric. He also has significant experience in
strategic planning, mergers and acquisitions, finance, risk management, technology and governance.
Positions with Johnson Controls International
plc (diversified technology and multi-industrial
company): Chairman of the Board and Chief
Executive Officer since September 2017; President
and Chief Operating Officer, and a member of the
Board of Directors, from Johnson Controls’ merger
with Tyco International Ltd. in September 2016 to
September 2017.
Positions with Tyco International Ltd. (fire protection
and security systems provider): CEO and member of
the Board of Directors from 2012 to September 2016;
President from 2011 to 2012.
President of Tyco Electrical and Metal Products from
2007 to 2010; President of Tyco Safety Products
from 2006 to 2010.
Held a series of leadership roles of increasing
responsibility at several General Electric divisions,
culminating as President of GE Water and Process
Technologies until 2006.
Affiliations: Worcester Polytechnic Institute
Board of Trustees; Pro Football Hall of Fame Board
of Trustees; United Way of Greater Milwaukee Board
of Directors.
DINESH C. PALIWAL
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
Director since 2016
Age: 61
Committees:
Governance and
Nominating
Public Policy
and Corporate
Responsibility
Key Skills and Experiences:
Public Company CEO
Cyber/Software
International Operations and Sales
Mr. Paliwal brings to the Board executive leadership experience and global commercial management
and operational expertise developed through his CEO and other senior leadership roles at Harman
International Industries and the ABB Group and his current and past director roles on the boards of other
large, complex global commercial companies. He also has significant experience in strategic planning,
finance, mergers and acquisitions, risk management, product development, and technology innovation.
Positions with Harman International Industries, Inc.
(designer of connected products and solutions for
automakers, consumers and enterprises): President
and Chief Executive Officer since March 2017, when
Harman was acquired by Samsung Electronics;
Chairman, Chief Executive Officer and President
from 2007 to March 2017.
Formerly President of ABB Ltd. Switzerland (global
industrial automation and power transmission
systems enterprise) from 2006 to 2007. Also served
as Chairman and CEO of ABB Inc. USA from 2004
to 2007 and President of ABB Automation from
2002 to 2005.
Current Directorship: Bristol-Myers Squibb
(a pharmaceuticals company) since 2013.
Past Directorships: Harman International
Industries, Inc. from 2007 to 2017; ADT Corporation
(fire protection and security systems provider) from
2011 to 2014; Tyco International Ltd. (fire protection
and security systems provider) from 2011 to 2012.
Affiliations: Member of the Business Roundtable
and the US-India Business Council.
ELLEN M. PAWLIKOWSKI
RETIRED U.S. AIR FORCE GENERAL
Director since September 2018
Age: 62
Committees:
Audit
Special Activities
Key Skills and Experiences:
Engineering/Science/Information Technology
U.S. Department of Defense/Government
Aerospace/Defense Industry Expertise
General Pawlikowski delivers deep industry-specific expertise, senior leadership experience, and
understanding of leading-edge science and technology through her extensive military service, including as
Commander, U.S. Air Force Materiel Command. She provides the Board with important insights regarding
warfighter critical mission needs, advanced weapons systems management, and acquisition and national
security policy.
Commander, Air Force Materiel Command, the
organization responsible for developing, producing
and sustaining the equipment and services
required for the Air Force to perform its national
security mission, from June 2015 until retirement in
August 2018.
36-year career in the United States Air Force, serving
in various positions of increasing responsibility,
including Military Deputy for the Assistant Secretary
for Acquisition; Commander/Program Executive Officer, Space and Missile Systems Center;
Commander, Air Force Research Laboratory; Deputy
Director and Chief Operating Officer, National
Reconnaissance Office.
Affiliations: Member, United States National
Academy of Engineers; Honorary Fellow, American
Institute of Aeronautics and Astronautics.
WILLIAM R. SPIVEY
RETIRED PRESIDENT AND CHIEF EXECUTIVE OFFICER, LUMINENT, INC.
Director since 1999
Age: 72
Committees:
Governance and
Nominating
Management
Development
and Compensation
(Chair)
Key Skills and Experiences:
Corporate Governance/Public Company
Board or Committee Leadership
Commercial Business
Operating Expertise
Mr. Spivey has extensive business leadership experience through his roles as both a CEO and business unit
leader at a number of public technology companies and a director of numerous U.S. and global technology
and industrial companies. He also has significant experience in strategic oversight, global operations and
sales, finance, risk management, and technology.
President and CEO of Luminent, Inc. (fiber-optic
transmission products provider) from 2000 to 2001.
Group President, Network Products Group, Lucent
Technologies Inc. from 1997 to 2000.
Vice President, Systems & Components Group, AT&T
Corporation from 1994 to 1997.
Group Vice President and President, Tektronix
Development Company, Tektronix, Inc. from 1991
to 1994.
Past Directorships: Cascade Microtech, Inc.
(advanced wafer probing solutions provider) from
1998 to 2016; Lam Research Corporation (advanced
process equipment provider) from 2012 to 2015;
Laird PLC (electronics components and systems
provider) from 2002 to 2012; Novellus Systems, Inc.
(advanced process equipment provider) from 1998
to 2012; ADC Telecommunications, Inc. (supplier
of network infrastructure products and services)
from 2004 to 2010; Lyondell Chemical Company
(manufacturer of basic chemicals and derivatives)
from 2000 to 2007; Luminent, Inc. (fiber-optic
transmission products provider) from 2000–2001.
MARTA R. STEWART
RETIRED EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER, NORFOLK SOUTHERN CORPORATION
Director since June 2018
Age: 61
Committees:
Audit
Public Policy
and Corporate
Responsibility
Key Skills and Experiences:
Financial/Accounting Expertise
M&A/Strategy Development
Risk Management
Ms. Stewart provides deep financial and accounting knowledge and expertise in a public company context
acquired during her long career at Norfolk Southern Corporation, preceded by her time as a Certified
Public Accountant at Peat Marwick (a predecessor to KPMG). She also has extensive experience with risk
management, commercial markets and customers, and mergers and acquisitions.
Positions at Norfolk Southern Corporation (a rail
transportation company): Executive Vice President
and Chief Financial Officer from 2013 to 2017; Vice
President of Finance and Treasurer from 2009 to
2013; Vice President of Accounting and Controller
from 2003 to 2009; Assistant Vice President of
Corporate Accounting from 1998 to 2003; held a
variety of positions of increasing responsibility from
1983 to 1998.
Various audit roles culminating in Supervising Senior
Accountant at Peat Marwick (an accounting and
auditing firm that later became part of KPMG) from
1979 to 1983.
Current Directorship: Simon Property Group
Inc. (commercial owner, developer and manager of
commercial real estate) since February 2018.
JAMES A. WINNEFELD, JR.
RETIRED VICE CHAIRMAN OF THE JOINT CHIEFS OF STAFF
Director since 2017
Age: 63
Committees:
Audit
Management
Development and
Compensation
Special Activities
Key Skills and Experiences:
U.S. Department of Defense/Government
Aerospace/Defense Industry Expertise
Risk Management
Admiral Winnefeld brings extensive senior leadership, strategic planning and management experience
developed through his various roles of increasing responsibility in the U.S. military, culminating in his service
as the Ninth Vice Chairman of the Joint Chiefs of Staff. He provides the Board with deep industry-specific
domain knowledge and expertise on the global security environment and our core defense customers.
Ninth Vice Chairman of the Joint Chiefs of Staff
from 2011 until retirement in 2015.
37-year career in the United States Navy, serving
in various positions of increasing responsibility,
including Commander, U.S. Northern Command
(USNORTHCOM); Commander, North American
Aerospace Defense Command (NORAD);
Commander, U.S. Sixth Fleet; and Commander,
Allied Joint Command Lisbon.
Current Directorships: Alliance Laundry
Systems LLC (privately-held laundry equipment
manufacturer) since 2016; Cytec Defense Materials
(privately-held composite materials distributor) since
2016; Enterprise Holdings, Inc. (privately-held vehicle
rental, fleet management and automobile sales
company) since 2015.
Affiliations: Georgia Institute of Technology
Board of Advisors; United States Naval Academy
Board of Visitors.
ROBERT O. WORK
RETIRED DEPUTY SECRETARY OF DEFENSE
Director since 2017
Age: 66
Committees:
Audit
Public Policy
and Corporate
Responsibility
Special Activities
Key Skills and Experiences:
U.S. Department of Defense/Government
Aerospace/Defense Industry Expertise
Operating
Expertise
Mr. Work provides the Board with significant insight into customer needs acquired through his command,
leadership and management positions, including as an officer in the U.S. Marine Corps, Undersecretary of
the Navy and Deputy Secretary of Defense. He has broad expertise in global security matters, including in
the areas of defense strategy, advanced technologies, international studies and acquisition reform.
Deputy Secretary of Defense from 2014 until July 2017.
Chief Executive Officer, Center for New American
Security from 2013 to 2014.
Undersecretary of the United States Navy from 2009
to 2013.
Positions with the Center for Strategic and Budgetary
Assessments: Serving in positions of increasing
responsibility from 2002 to 2009, culminating in
service as Vice President for Strategic Studies.
27-year career in the United States Marine Corps,
serving in various positions of increasing responsibility
from 1974 to 2001, including artillery battery
commander; battalion commander; Base Commander, Camp Fuji, Japan; and Senior Aide to the Secretary
of the Navy.
Current Directorships: BlackLynx (privately-held
provider of software engineering and technical
services) since June 2018; Hensoldt Inc. (U.S.)
(privately-held provider of sensor solutions) since June
2018; EverWatch Corporation (privately-held provider
of strategy, technical and analytical support services)
since September 2017.
Affiliations: U.S. Naval Institute Board of
Directors; Member, Council on Foreign Relations and
International Institute for Strategic Studies.
