Raytheon directors are elected annually by the shareholders. The Board has nominated Tracy A. Atkinson, Robert E.
Beauchamp, Vernon E. Clark, Stephen J. Hadley, Thomas A. Kennedy, Letitia A. Long, George R. Oliver, Dinesh C. Paliwal,
William R. Spivey and James A. Winnefeld, Jr. to serve one-year terms that will expire at the 2018 Annual Meeting of
Shareholders. These individuals all currently serve on our Board. Messrs. Paliwal and Winnefeld were 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, Michael C. Ruettgers will be retiring from the Board effective May 25, 2017, and is not a
nominee for election at the forthcoming annual meeting. Mr. Ruettgers has served as a distinguished member of the Board
for 17 years. We gratefully acknowledge his dedicated service and numerous contributions to Raytheon.
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 the earlier of 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, FINANCE, STATE STREET CORPORATION
Director since 2014 Age: 52 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, Finance, since
2010; Treasurer from February 2016 to February
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, 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: Director of The Arc of Massachusetts.
ROBERT E. BEAUCHAMP
CHAIRMAN, BMC SOFTWARE, INC.
Director since 2015 Age: 57 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 & 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
since 2001.
Variety of leadership roles of increasing responsibility
at BMC Software, Inc. since 1988.
Current Directorship: In addition to BMC Software,
Inc., 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.
VERNON E. CLARK
LEAD DIRECTOR / RETIRED CHIEF OF U.S. NAVAL OPERATIONS
Director since 2005 Lead Director since 2013 Age: 72 Committees:
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: 70 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 Directorships: 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 Asset Allocation
Committee since 2010), 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 the U.S.
Secretary of State's Foreign Affairs Policy Board
since 2011; Chair of the Advisory Board of the
RAND Center for Middle East Public Policy 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: 61
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 34-year career.
Current Directorship: Forcepoint, LLC
(cybersecurity joint venture company owned by
Raytheon Company with Vista Equity Partners)
since 2015.
Affiliations: 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: 58 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: 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,
United States Geospatial Intelligence Foundation
Board; and Board Chair, Intelligence and National
Security Alliance.
GEORGE R. OLIVER
PRESIDENT AND CHIEF OPERATING OFFICER, JOHNSON CONTROLS, INC.
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 three global technology and industrial
companies. He also has significant experience in strategic planning, mergers & acquisitions, finance, risk
management, technology and governance.
President and Chief Operating Officer, and a member
of the Board of Directors, of Johnson Controls, Inc.
(diversified technology and multi-industrial company),
since its merger with Tyco International Ltd. in
September 2016.
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
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, HARMAN INTERNATIONAL INDUSTRIES, INC.
Director since September 2016 Age: 59 Committees:
Governance and Nominating
Public Affairs
Mr. Paliwal provides the Board with 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 &
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,
Chief Executive Officer and member of the Board of
Directors since 2008; Chairman from 2008 to March
2017 when Harmon was acquired by Samsung
Electronics, Co., Ltd.; Vice Chairman, President and
Chief Executive Officer from 2007 to 2008.
Positions with ABB Group (global industrial
automation and power transmission systems
enterprise): various positions of increasing
responsibility from 1990 until 2007, departing
as President of ABB Ltd. and Chairman and
CEO of ABB Inc.
Current Directorship: In addition to Harman
International Industries, Bristol-Myers Squibb, since
2013.
Past Directorship: 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,
the US-India Business Council, US-India CEO
Forum and Global Advisory Council of
The Wilson Center.
WILLIAM R. SPIVEY
RETIRED PRESIDENT AND CHIEF EXECUTIVE OFFICER, LUMINENT, INC.
Director since September 1999 Age: 70 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 Directorship: 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: 61 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 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 Directorship: Enterprise Holdings, Inc.
(privately-held vehicle rental, fleet management
and automobile sales company) since 2015;
Alliance Laundry Systems LLC (privately-held
laundry equipment manufacturer) since 2006.
Affiliations: Member, U.S. Naval Institute Board
of Directors; United States Naval Academy Board
of Advisors; Member, Georgia Institute of
Technology Board of Advisors; Senior Fellow,
Belfer Center for Science and International Affairs,
John F. Kennedy School of Government.
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.
Director since 2014
Director since 2015
Director since 2005
Director since 2009
Director since January 2014
Director since 2015
Director since 2013
Director since September 2016
Director since September 1999
Director since January 2017