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COMPENSATION DISCUSSION AND ANALYSIS
EXECUTIVE SUMMARY


2017 NAMED EXECUTIVE OFFICERS (NEOs)

 
THOMAS A. KENNEDY
Chairman and Chief Executive Officer
 
ANTHONY F. O’BRIEN
Vice President and Chief Financial Officer
 
DAVID C. WAJSGRAS
Vice President, and President of our Intelligence, Information and Services (IIS) business
 
RICHARD R. YUSE
Vice President, and President of our Space and Airborne Systems (SAS) business
 
TAYLOR W. LAWRENCE
Vice President, and President of our Missile Systems (MS) business

OUR COMPENSATION OBJECTIVES

Our executive compensation program is designed to:

  • Attract and retain highly-qualified executives
  • Motivate our executives to achieve our overall business objectives
  • Reward individual performance
  • Align our executives’ interests with those of our shareholders


ELEMENTS OF OUR COMPENSATION PROGRAM

Our program consists primarily of three direct compensation elements:

COMPENSATION ELEMENT & TYPE OF COMPENSATION KEY OBJECTIVES
Base Salary
  • Fixed
  • Annual cash
  • To provide a base level of cash compensation that is competitive and reflects an executive’s experience and scope of responsibilities
Annual Incentive Awards
Results-Based Incentive (RBI)
  • Variable, at risk
  • Annual cash
  • To motivate and reward executives based on their performance in achieving annual Raytheon and individual goals
  • To align short-term executive pay with performance
Long-Term Incentive Equity Awards
Restricted Stock
  • Variable, equity (typically 4-year vesting)
Long-Term Performance Plan (LTPP) units
  • Variable, equity (3-year performance)
  • To motivate and reward executives based on Raytheon performance and value delivered to Raytheon shareholders through stock price appreciation
  • To retain highly-qualified executives
  • To align long-term executive pay with performance
  • To align executives’ interests with those of Raytheon shareholders

Our executives’ total direct compensation reflects a mix of these three elements that meets our compensation objectives. These direct compensation elements are rounded out with certain perquisites and other executive benefits. See “Perquisites and Other Executive Benefits” on page 44. To reinforce the link with shareholders’ interests, we require our executives to own a meaningful amount of stock. See “Stock Ownership and Retention Guidelines” on page 47.

2017 COMPENSATION PROGRAM REVIEW

In 2017, the MDCC requested that its new independent compensation consultant perform a comprehensive review of our executive compensation program, including each element discussed above as well as the indirect elements of compensation. This review confirmed that our executive compensation program and practices, including the program structure and pay mix, were generally aligned with typical peer and recognized market best practices. The review also confirmed general peer and market alignment of the selection of financial performance metrics, their weightings, and Raytheon’s practices for setting performance goals for our short- and long-term incentive plans. The independent compensation consultant also assisted the MDCC in making certain program revisions, as described under “Compensation Program Changes for 2018” on page 33, to further support our compensation philosophy and principles.


OUR 2017 PERFORMANCE

In 2017, our growth strategy continued to deliver results for our shareholders and customers, and we also maintained strong program performance and operating margins. Our global team built upon Raytheon’s return to growth in 2015, driven by increases in both domestic and international sales. 2017 was the 14th consecutive year of international sales growth, which reflects the continued success of our differentiated international strategy. Highlights of our 2017 performance include:

Strong bookings of $27.7 billion for the year; book-to-bill ratio of 1.09 for the year
Record full-year sales of $25.3 billion, up 5.1% for the year, Raytheon’s best growth rate since 2009
Full-year EPS from continuing operations of $6.94, reflecting an unfavorable $0.59 impact from the Tax Cuts and Jobs Act of 2017 and an unfavorable $0.09 impact due to a $1 billion pretax discretionary pension plan contribution
Strong operating cash flow from continuing operations of $2.7 billion for the year, after a $1 billion pretax discretionary pension plan contribution
Record full-year international sales of $8.1 billion, representing approximately 32% of our total sales
Accelerated growth in domestic sales, rising 4.6% during the year, and record full-year sales on classified programs
2017 total shareholder return of 34%

These achievements led us to exceed our 2017 targets on all RBI and LTPP metrics, resulting in the funding levels shown below.

2017 RBI
Dials show RBI funding.

Bookings Weighting: 20%
Net Sales Weighting: 30%
Free Cash Flow (FCF) Weighting: 20%
Operating Income From Continuing Operations Weighting: 30%
WE EXCEEDED OUR 2017 TARGETS ON ALL RBI METRICS, RESULTING IN AN OVERALL FUNDING LEVEL OF 109.0% OF TARGET.

For complete information, see “Executive Compensation in 2017—Annual Cash Incentives—RBI” on page 38.


2015–2017 LTPP
Dials show LTPP Funding.

Average Return On Invested Capital (ROIC) Weighting: 50%
Cumulative FCF (CFCF) Weighting: 25%
Total Shareholder Return (TSR) Weighting: 25%
WE EXCEEDED OUR THREE-YEAR TARGETS ON ALL LTPP METRICS, RESULTING IN A PAYOUT EQUAL TO 176.1% OF TARGET.

For complete information, see “Executive Compensation in 2017—Long-Term Equity Incentives—LTPP and Restricted Stock” on page 42.

2017 TOTAL DIRECT COMPENSATION

The table below shows the base salary earned, annual cash incentive paid, and equity awards granted to our NEOs for 2015-2017. This supplemental information is not a substitute for the information appearing in the Summary Compensation Table on page 49.

Annual Cash Incentive Long-Term Equity Incentives(1)
NEO Year Salary Bonus RBI LTPP Restricted Stock Total
Thomas A. Kennedy 2017 $1,403,211 $3,434,000 $5,499,988 $4,400,045 $14,737,244
Thomas A. Kennedy 2016 1,299,979 2,938,400 5,000,028 3,899,980 13,138,387
Thomas A. Kennedy 2015 1,196,467 3,046,500 4,500,016 3,400,004 12,142,987
Anthony F. O’Brien 2017 $721,159 $912,400 $1,299,946 $1,249,928 $4,183,433
Anthony F. O’Brien 2016 608,510 734,400 1,199,945 1,100,001 3,642,856
Anthony F. O’Brien 2015 485,686 608,400 1,000,027 800,033 2,894,146
David C. Wajsgras 2017 $977,101 $19,542(3) $1,171,500 $1,250,011 $1,300,065 $4,718,219
David C. Wajsgras 2016 971,943 1,052,500 1,250,007 1,300,035 4,574,485
David C. Wajsgras 2015 952,887 1,114,400 1,250,034 1,300,040 4,617,361
Richard R. Yuse(2) 2017 $821,290 $984,700 $1,250,011 $1,300,065 $4,356,066
Richard R. Yuse(2) 2016 792,506 997,900 1,250,007 1,300,035 4,340,448
Richard R. Yuse 2015 747,763 887,100 1,250,034 1,300,040 4,184,937
Taylor W. Lawrence 2017 $756,473 $932,000 $1,250,011 $1,300,065 $4,238,549
Taylor W. Lawrence 2016 728,151 817,900 1,250,007 1,300,035 4,096,093
Taylor W. Lawrence 2015 693,474 810,900 1,250,034 1,300,040 4,054,448

(1) The amounts set forth under the Restricted Stock and LTPP Award columns represent the full intrinsic values of such awards on the date the Board or MDCC made the formal determination for such grant (e.g., target number of shares times the closing price of our common stock on the determination date), since that is the basis upon which the MDCC considers these awards in proposing, recommending and approving annual compensation. In contrast, the Stock Awards column in the Summary Compensation Table represents the grant date fair value of such awards for financial statement reporting purposes.
(2) This table excludes the value of a retention award of restricted stock granted to Mr. Yuse in 2017.
(3) This amount represents a lump-sum payment to Mr. Wajsgras in 2017 in lieu of a base salary merit increase.

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