Top Rockwell Collins executive made $6.35 million in fiscal 2012

Clay Jones, the top executive at Rockwell Collins, earned about $20,000 more in the company's 2012 fiscal year, as lower incentive compensation helped offset a 3.5 percent base pay raise and higher stock compensation.

The total compensation package for Jones, Rockwell Collins chairman, president and CEO, came to $6.35 million in fiscal 2012 - up from $6.33 million in fiscal 2011 - using the Associated Press methodology for calculating executive pay.

Jones's total compensation, as the company reports it for shareholders, was placed at $7.255 million.

Jones's base salary went up 3.5 percent, to $1,128,876, from $1,083,751 the previous year, which the company said is consistent with average increases provided to other employees, and recognizes his performance in leading the company during a challenging market climate.

The largest part of Jones's compensation package was a long-term incentive grant with a target value of $4 million, consisting half of performance shares and half of stock options.

Performance shares are shares granted if corporate performance meets specific objectives.

Jones also received incentive compensation of $541,860, down from $1,335,181 in fiscal 2011. The incentive payout was lower than the previous year because the company did not meet performance goals in earnings per share, operating cash flow and sales.

Rockwell Collins faced a slowdown in military spending in its 2012 fiscal year, although commercial aerospace markets continued to recover from the recession.

Five other top Rockwell Collins executives who have compensation set by the board of directors all had higher total compensation than in fiscal 2011, with total packages ranging from about $2.34 million to $2.4 million.

Shareholders again will have a "say on pay" vote on executive pay on the agenda for its Feb. 7 annual shareholders meeting at the Cedar Rapids Marriott Hotel. Last year, the company said 96 percent of the votes cast were supportive of the company's executive pay structure, not counting abstention and shares not voted by brokers.

The company said its executive compensation package was largely unchanged from 2011, and continued to emphasize performance-based compensation.

Shareholders also will vote on a resolution urging the Rockwell Collins board to require all directors be elected annually after the 2014 annual meeting of shareholders instead of the current "classified board" system, in which a minority stand for re-election every year.

Pension Reserve Investment Trust, which presented the resolution, says that having directors stand for re-election annually makes directors more accountable to shareholders and could contribute to improved corporate performance. It cites a trend in public companies away from classified boards.

The board has remained neutral on the vote, noting that it recognizes that the classified board system is a controversial issue and wants to know shareholder sentiment. Traditional arguments for keeping a classified board include a better defense against hostile takeovers, as it takes two election cycles to replace a board majority, and more stability in board leadership, the proxy states.

Three of Rockwell Collins's eight non-employee directors will stand for re-election in February. They are John Edwards, chairman of the CDW Corp. board, Andrew Policano, dean of the Paul Merage School of Business at the University of California, Irvine, and Jeffrey L. Turner, chairman and CEO of Spirit Aero System Holdings Inc.