Raytheon directors are elected annually by the shareholders. The Board has nominated Tracy A. Atkinson, Robert E. Beauchamp,
Adriane M. Brown, Vernon E. Clark, Stephen J. Hadley, Thomas A. Kennedy, Letitia A. Long, George R. Oliver, Dinesh C. Paliwal,
William R. Spivey, James A. Winnefeld, Jr., and Robert O. Work to serve one-year terms that will expire at the 2019 Annual
Meeting of Shareholders. These individuals all currently serve on our Board. Ms. Brown and Mr. Work 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.
We introduce our nominees for director below, and explain the experience, qualifications, attributes and skills 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: 53
Committees:
Audit (Chair)
Public Affairs
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 2009;
Executive Vice President and Chief Compliance
Officer from 2017 to present; 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, Chief Compliance Officer of State
Street Global Advisors from 2008 to 2009.
Positions with MFS Investment Management
(financial services firm): Senior Vice President,
Treasurer and Chief Financial Officer 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: President of the Board, The Arc
of Massachusetts.
ROBERT E. BEAUCHAMP
CHAIRMAN, BMC SOFTWARE, INC.
Director since 2015
Age: 58
Committees:
Audit
Management Development and Compensation
Mr. Beauchamp brings executive leadership experience and valuable commercial software, cybersecurity
and information technology expertise to the Board, serving as the Chairman of BMC Software since 2008
and having served as its President and CEO for 15 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): Chairman
since 2016; 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 Directorship: Forcepoint, LLC
(cybersecurity joint venture company owned by
Raytheon Company with Vista Equity Partners)
since October 2016.
Past Directorship: National Oilwell Varco, Inc.
(provider of equipment and services for the oil
and gas industry) from 2001 to 2015.
Affiliations: Member, Board of Regents,
Baylor University.
ADRIANE M. BROWN
RETIRED PRESIDENT AND CHIEF OPERATING OFFICER, INTELLECTUAL VENTURES, LLC
Director since March 2018
Age: 59
Committees:
Management
Development and
Compensation
Public Affairs
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
since August 2017; 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;
and Allergan plc (a pharmaceuticals company)
since February 2017.
Past Directorship: Harman International
Industries, Inc. (provider of connected car systems,
audio and visual products, and enterprise
automation solutions) from 2013 to March 2017.
Affiliations: Washington Research Foundation
Board of Directors; Pacific Science Center Board
of Directors; and Jobs for America’s Graduates
Board of Directors.
VERNON E. CLARK
LEAD DIRECTOR / RETIRED CHIEF OF U.S. NAVAL OPERATIONS
Director since 2005
Lead Director since 2013
Age: 73
Committee:
Special Activities
(Chair)
Admiral Clark delivers deep industry-specific expertise and senior leadership experience in strategic
oversight and organizational management gained through his extensive and distinguished service in the
U.S. military, including as Chief of Naval Operations and a member of the Joint Chiefs of Staff. He provides
the Board with critical strategic and operational insights on the global security environment and the
solutions used by and the needs of our core defense customers.
Chief of Naval Operations, the senior uniformed
executive of the United States Navy, and member
of the Joint Chiefs of Staff, from 2000 until
retirement in 2005.
37-year career in the United States Navy, serving
in various positions of increasing responsibility;
assigned as the senior executive in ten different
assignments, beginning as a lieutenant
commanding a patrol gunboat and concluding
as the Chief of Naval Operations.
Current Directorship: Rolls Royce North
America (aerospace, marine and energy-related
manufacturer) since 2006.
Past Directorship: Horizon Lines, Inc. (ocean
shipping and integrated logistics company) from
2007 to 2011.
STEPHEN J. HADLEY
PRINCIPAL, RICEHADLEYGATES LLC
Director since 2009
Age: 71
Committees:
Governance and
Nominating (Chair)
Management
Development
and Compensation
Special Activities
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 Directorship: The Bessemer Group,
Incorporated (financial services holding company)
(including service on its Compensation Committee
since 2012 and 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; and Member, International
Advisory Board of Robert Bosch GmbH (a German
industrial company) since 2015.
THOMAS A. KENNEDY
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Director since January 2014
Chairman of the Board
since October 2014
Age: 62
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, 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 35-year career.
Current Directorship: Forcepoint, LLC
(cybersecurity joint venture company owned by
Raytheon Company with Vista Equity Partners)
since 2015.
Affiliations: Aerospace Industries Association
Board Chairman; Rutgers University School of
Engineering Industry Advisory Board; UCLA School
of Engineering Advisory Board; Massachusetts
Institute of Technology Industry Advisory Board; and
Congressional Medal of Honor Foundation Board.
LETITIA A. LONG
RETIRED DIRECTOR, NATIONAL GEOSPATIAL-INTELLIGENCE AGENCY
Director since 2015
Age: 59
Committees:
Audit
Public Affairs (Chair)
Special Activities
Ms. Long brings to the Board substantial intelligence, national security and public policy experience
developed through numerous roles of increasing responsibility in the U.S. government. 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: Sonatype, Inc.
(privately-held developer and provider of
software products) since August 2017; Urthecast
Corporation (provider of video technology for
Earth observation) since 2015; and Noblis, Inc.
(not-for-profit science, technology and strategy
services provider) since 2015.
Affiliations: Member, Virginia Polytechnic
Institute and State University School of Public
and International Affairs Board of Advisors;
Member, Virginia Polytechnic Institute and State
University Board of Visitors; Member, United States
Geospatial Intelligence Foundation Board of
Directors; and Board Chair, Intelligence and
National Security Alliance.
GEORGE R. OLIVER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, JOHNSON CONTROLS INTERNATIONAL plc
Director since 2013
Age: 56
Committees:
Audit
Management
Development
and Compensation
Public Affairs
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 the date of 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; and President of Tyco Safety
Products from 2006 to 2010.
President of GE Water and Process Technologies
until 2006; prior to this position, held a series
of leadership roles of increasing responsibility
at several General Electric divisions.
Affiliations: Trustee of Worcester
Polytechnic Institute.
DINESH C. PALIWAL
PRESIDENT OF HARMAN INTERNATIONAL INDUSTRIES, INCORPORATED
Director since September 2016
Age: 60
Committees:
Governance and
Nominating
Public Affairs
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
(designer of connected products and solutions for
automakers, consumers, and enterprises): President
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); 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; and Tyco International Ltd.
(fire protection and security systems provider)
from 2011 to 2012.
Affiliations: Member of the Business
Roundtable, the US-India Business Council
and the US-India CEO Forum.
WILLIAM R. SPIVEY
RETIRED PRESIDENT AND CHIEF EXECUTIVE OFFICER, LUMINENT, INC.
Director since 1999
Age: 71
Committees:
Governance and
Nominating
Management
Development
and Compensation
(Chair)
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 provides 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; and Luminent, Inc. (fiber-optic
transmission products provider) from 2000 to 2001.
JAMES A. WINNEFELD, JR.
RETIRED VICE CHAIRMAN OF THE JOINT CHIEFS OF STAFF
Director since January 2017
Age: 62
Committees:
Audit
Special Activities
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: Omni Air International
(privately-held charter air provider) since January
2017; Alliance Laundry Systems LLC (privately-held
laundry equipment manufacturer) since 2016;
Cytec Defense Materials (privately-held composite
materials distributor) since 2016; and Enterprise
Holdings, Inc. (privately-held vehicle rental, fleet
management and automobile sales company)
since 2015.
Affiliations: U.S. Naval Institute Board of
Directors; United States Naval Academy Board
of Advisors.
ROBERT O. WORK
RETIRED DEPUTY SECRETARY OF DEFENSE
Director since August 2017
Age: 65
Committees:
Audit
Public Affairs
Special Activities
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: Served 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 Directorship: IEA Corporation
(privately-held provider of strategy, technical
and analytical support services to government
agencies) since September 2017.
Affiliations: U.S. Naval Institute Board of
Directors; Member, Council on Foreign Relations
and International Institute for Strategic Studies.
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.
