DEF 14A of RTX Corp, Mar 10, 2025

DEF 14A of RTX Corp

Filed Mar 10, 2025 · FY20240001308179-25-000067

Open on EDGAR

  1. Please review this Proxy Statement and vote in one of the four ways shown to the right under “Voting Methods Available to You.”

    | Compensation Tables | 69 | | CEO Pay Ratio | 86 | | Pay versus Performance | 88 | | AUDIT | | | Audit Committee Report | 95 | | Proposal 3 Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025 | 96 | | SHAREOWNER PROPOSALS | | | Proposal 4 Shareowner Proposal Requesting a Lobbying Transparency Report | 98 | | OTHER SHAREOWNER INFORMATION | | | Frequently Asked Questions About the Annual Meeting | 101 | | Other Important Information | 107 | | APPENDICES | | | Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures | 111 | | Appendix B: Performance Metrics Used in Incentive Compensation Plans | 114 |

  2. How does our executive compensation program align pay with performance?

    | ● | Performance Metrics. We use metrics that are designed to recognize and reward executive actions and decisions that drive long-term strategy, maximize performance and deliver results for our shareowners and customers. | | ● | “At-Risk” Compensation. The largest portion of compensation for our Named Executive Officers (“NEOs”) is “at-risk” compensation—annual and long-term incentive (“LTI”) awards that are contingent upon Company performance in our key metrics (see page 5) and our stock price performance. |

  3. 2024 Pay Decisions

    2024 Pay Decisions In making annual pay decisions, the HCC Committee focuses primarily on “total direct compensation,” which includes our three principal elements of executive compensation: base salary, annual incentives and LTI. Total direct compensation is set each year to reflect the HCC Committee’s assessment of Company, business unit and individual performance. 2024 total direct compensation for each NEO includes 2024 base salary, 2024 annual incentives paid in the first quarter of 2025 and the LTI grant values approved by the HCC Committee in February 2025, which were based on its assessment of 2024 performance and the competitive market pay for each NEO’s role. The February 2024 LTI award grant date fair values (accounting values at the time of grant) shown in the Summary Compensation Table on page 69 reflect the HCC Committee’s assessment of 2023 performance and the competitive market pay for each NEO’s role at the time of grant. 2024 LTI is, therefore, excluded from 2024 total direct compensation. Total direct compensation, as presented below, also uses year-end salary levels and does not reflect any salary changes that occurred during the year, as the Summary Compensation Table does. For more details on our principal elements of compensation, see pages 48-54, and on total direct compensation, see page 56. The table below shows 2024 total direct compensation for our NEOs, as described on the prior page.

  4. 2024 PAY DECISIONS AND PAY MIX

    | | Base Salary | Annual Incentive | LTI | Base Salary ($K) | Annual Incentive ($K) | LTI ($K)(1) | Total ($K) | | Christopher T. Calio | | | | $1,450 | $2,760 | $17,150 | $21,360 | | Neil G. Mitchill, Jr. | | | | $1,050 | $1,500 | $6,500 | $9,050 | | Gregory J. Hayes(2) | | | | $1,100 | $2,320 | $0 | $3,420 | | Shane G. Eddy | | | | $810 | $900 | $4,000 | $5,710 | | Philip J. Jasper | | | | $790 | $950 | $4,000 | $5,740 | | Troy D. Brunk | | | | $750 | $565 | $3,500 | $4,815 | | Stephen J. Timm(3) | | | | $900 | $795 | $0 | $1,695 | | | “At-Risk” | | | | | | |

  5. 2024 PAY DECISIONS AND PAY MIX

    | (1) Reflects values approved by the HCC Committee for the LTI award granted on February 6, 2025. These values differ from those that will be reported in the Summary Compensation Table in 2026, which will be calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation. | | (2) As described on page 4, and as disclosed in the Form 8-K filed by the Company on February 3, 2025, Mr. Hayes decided to step down as Executive Chairman of the Board effective April 30, 2025. As disclosed in the Form 8-K, he was not eligible to receive a 2025 LTI award on February 6, 2025. | | (3) Mr. Timm served as President, Collins Aerospace until July 17, 2024, at which point he transitioned to the role of Special Advisor, Collins Aerospace until his retirement. Because of his impending retirement in March 2025, Mr. Timm was not granted an LTI award on February 6, 2025. |

  6. 2024 Performance Metrics

    2024 Performance Metrics The HCC Committee believes that the metrics used for our annual and LTI plans are strong indicators of the long-term health of the Company and measure particularly important aspects of Company performance, therefore serving the fundamental objective of our executive compensation program.

  7. 2024 Performance Metrics

    | Metrics for the Annual Incentive Plan (“AIP”)(1) |

  8. CORPORATE RESPONSIBILITY SCORECARD (“CRS”)

    | Metrics for Performance Share Units (“PSUs”)(1) |

  9. CORPORATE RESPONSIBILITY SCORECARD (“CRS”)

    | (1) See Appendix B on page 114 for definitions of financial metrics used for AIP and PSU purposes. | | (2) See page 53 for the companies within our Core A&D Peer group. |

  10. How 2024 Performance Affected Incentive Payouts

    How 2024 Performance Affected Incentive Payouts 2024 Annual Incentives. The following chart shows the RTX-wide goals established by the HCC Committee for AIP purposes, our 2024 performance relative to these goals and how these results translated into the 2024 RTX performance factor.

  11. How 2024 Performance Affected Incentive Payouts

    | Metric(1) | Weight | Threshold | Target | Maximum | Actual | Performance Factor | | RTX Earnings—Adjusted Net Income ($M) | 40% | $6,135 | $7,220 | $8,445 | $7,722 | 141% | | RTX Free Cash Flow ($M) | 40% | $4,700 | $5,700 | $7,300 | $5,607 | 95% | | RTX Employee Retention (%)(2) | 5% | 93.3% | 95.1% | 96.9% | 96.0% | 150% | | RTX Total Representation (%)(2) | 5% | 42.9% | 43.3% | 44.3% | 43.1% | 75% | | RTX Greenhouse Gas Emissions vs. 2019 Baseline (metric tons of CO2)(2) | 5% | -18% | -21% | -30% | -21.4% | 104% | | RTX Water Usage vs. 2019 Baseline (gallons)(2) | 5% | -9% | -11% | -20% | -9.7% | 68% | | 2024 RTX Performance Factor | | | | | | 114% |

  12. How 2024 Performance Affected Incentive Payouts

    2022–2024 PSUs. The table below shows RTX’s performance for each of the four metrics used for the PSUs granted in 2022, which resulted in a PSU vesting factor of 110%.

  13. How 2024 Performance Affected Incentive Payouts

    | Metric(3) | Weight | Threshold | Target | Maximum | Actual | Performance Factor | | Adjusted EPS | 35% | 8.1% | 14.1% | 17.9% | 13.6% | 94% | | Return on Invested Capital | 35% | 6.1% | 7.1% | 7.8% | 6.9% | 82% | | TSR vs. S&P 500 Index Companies | 15% | 25th percentile | 50th percentile | 75th percentile | 74.6th percentile | 198% | | TSR vs. Core A&D Peers(4) | 15% | 25th percentile | 50th percentile | 75th percentile | 55.5th percentile | 122% | | Final PSU Vesting Factor | | | | | | 110% |

  14. How 2024 Performance Affected Incentive Payouts

    | (1) AIP financial results for our business units differ from the above table (see page 51 for details). Adjusted net income and free cash flow are financial metrics used solely for AIP purposes and are defined in Appendix B on page 114. These metrics differ from other non-GAAP metrics used and described in Appendix A on pages 111-113. | | (2) As described below, metrics for the 2025 AIP will be solely based on financial performance. | | (3) See Appendix B on page 114 for a definition of PSU metrics. Adjusted EPS and ROIC metrics are used solely for PSU purposes and differ from other non-GAAP metrics used and described in Appendix A on pages 111-113. | | (4) See page 53 for the companies within our Core A&D Peer group. |

  15. How 2024 Performance Affected Incentive Payouts

    The HCC Committee believes that these final performance factors—114% for Corporate AIP and 110% for the 2022-2024 PSUs—demonstrate that our program is driving strong financial performance and achieving its fundamental objective of aligning executive pay with the interests of our shareowners.

  16. How 2024 Performance Affected Incentive Payouts

    | WHAT IS CHANGING FOR 2025? As we look to 2025, we are laser focused on achieving the financial commitments we have made to our investors for 2025. As a result, the HCC Committee determined that the funding formula for the 2025 AIP will be solely based on the financial performance of the Company and our business units. Performance for our Corporate executives will be measured 50% on earnings and 50% on free cash flow. For our business unit executives, earnings and free cash flow will be measured at both the RTX- and business unit-level—each weighted at 25%. |

  17. BOARD NOMINEES

    BOARD NOMINEES

  18. BOARD NOMINEES

    | | | | Skills and Expertise | | | | | | | | | | | | | | | | | | | | | | | Tracy A. Atkinson Retired Executive Vice President & Chief Administrative Officer, State Street Corporation | 2020 | 2 | ■ | | ■ | | ■ | ■ | ■ | | | | Christopher T. Calio President & Chief Executive Officer, RTX Corporation | 2023 | 0 | ■ | | ■ | ■ | ■ | ■ | ■ | | ■ | | Leanne G. Caret Retired Executive Vice President, The Boeing Company and Former CEO, Boeing Defense, Space & Security | 2023 | 1 | ■ | | | ■ | ■ | ■ | ■ | | ■ | | Bernard A. Harris, Jr. Chief Executive Officer and Managing Partner, Vesalius Ventures, Inc. | 2021 | 2 | | ■ | | ■ | ■ | ■ | ■ | ■ | | | George R. Oliver Chairman & Chief Executive Officer, Johnson Controls International plc | 2020 | 1 | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Ellen M. Pawlikowski General, U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command | 2020 | 1 | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Denise L. Ramos Retired Chief Executive Officer & President, ITT Inc. | 2018 | 2 | ■ | | ■ | ■ | ■ | ■ | ■ | | ■ | | Fredric G. Reynolds Retired Executive Vice President & Chief Financial Officer, CBS Corporation | 2016 | 1 | ■ | | ■ | | ■ | ■ | ■ | | | | Brian C. Rogers Retired Chairman, T. Rowe Price Group, Inc. | 2016 | 1 | ■ | | | | ■ | ■ | ■ | | | | James A. Winnefeld, Jr. Admiral, U.S. Navy (Retired) and Former Vice Chairman of the Joint Chiefs of Staff | 2020 | 1 | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | Robert O. Work Retired Deputy Secretary of Defense, U.S. Department of Defense | 2020 | 0 | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | |

  19. Tracy A. Atkinson

    Tracy A. Atkinson

  20. Tracy A. Atkinson

    | INDEPENDENT DIRECTOR | AGE 60 | | Retired Executive Vice President & Chief Administrative Officer, State Street Corporation | DIRECTOR SINCE 2020 | | | BOARD COMMITTEES | | | Human Capital & Compensation (Chair), Finance | | Key Skills and Expertise | |

  21. Tracy A. Atkinson

    | | FINANCIAL | | SENIOR LEADERSHIP | | RISK MANAGEMENT/OVERSIGHT |

  22. Christopher T. Calio

    Christopher T. Calio

  23. Christopher T. Calio

    | President, Chief Executive Officer and Director, RTX Corporation | AGE 51 DIRECTOR SINCE 2023 | | | BOARD COMMITTEES | | | Finance, Special Activities | | Key Skills and Expertise | |

  24. Christopher T. Calio

    | | EXPERIENCE IN INDUSTRY | | RISK MANAGEMENT/OVERSIGHT | | SENIOR LEADERSHIP |

  25. Qualifications

    Qualifications Mr. Calio has substantial experience in the aerospace and defense industry and executive leadership experience gained through his President, CEO and COO roles at RTX and other senior leadership roles at RTX and Pratt & Whitney. Through these roles and his legal roles at RTX-affiliated companies, he also brings risk management experience, as well as a significant background in manufacturing, operations and supply chain.

  26. Experience

    Experience

  27. Experience

    | ● | President, Chief Executive Officer and Director, RTX Corporation, since May 2024 | | ● | President, Chief Operating Officer and Director, RTX Corporation, December 2023–May 2024 | | ● | President & Chief Operating Officer, RTX Corporation (formerly Raytheon Technologies Corporation), March 2023–December 2023 |

  28. Experience

    | ● | Chief Operating Officer, Raytheon Technologies Corporation, March 2022–February 2023 | | ● | President, Pratt & Whitney, Raytheon Technologies Corporation (formerly United Technologies Corporation (“UTC”)), January 2020–February 2022 | | ● | President, Commercial Engines, Pratt & Whitney, UTC, February 2017–December 2019 | | ● | Chief of Staff to the Chairman and Chief Executive Officer, UTC, February 2015–January 2017 | | ● | Various senior positions since joining UTC in 2005, including Vice President and General Counsel of UTC Aerospace Systems, and Vice President and Counsel, Commercial Engines, Pratt & Whitney |

  29. Other Leadership Experience and Service

    Other Leadership Experience and Service

  30. Other Leadership Experience and Service

    | ● | Board of Directors, US-India Strategic Partnership Forum |

  31. Other Leadership Experience and Service

    Effective on April 30, 2025, Mr. Calio will succeed Mr. Hayes as Chairman of RTX

  32. Leanne G. Caret

    Leanne G. Caret

  33. Leanne G. Caret

    | INDEPENDENT DIRECTOR | AGE 58 | | Retired Executive Vice President, The Boeing Company and Former CEO, Boeing Defense, Space and Security | DIRECTOR SINCE 2023 | | | BOARD COMMITTEES | | | Audit (Chair), Special Activities | | Key Skills and Expertise | |

  34. Leanne G. Caret

    | | FINANCIAL | | EXPERIENCE IN INDUSTRY | | MANUFACTURING, OPERATIONS & SUPPLY CHAIN |

  35. Qualifications

    Qualifications Ms. Caret provides the Board with significant experience in the aerospace and defense industry and finance experience gained through her CEO and CFO roles with Boeing Defense, Space & Security and other senior leadership roles at The Boeing Company. Through these roles she also brings executive leadership experience, as well as a significant background in oversight of risk management and of manufacturing, operations and supply chain.

  36. Experience

    Experience

  37. Experience

    | ● | Executive Vice President and Senior Advisor, The Boeing Company (aerospace and defense systems & services), April 2022–December 2022 | | ● | President & CEO, Defense, Space & Security, The Boeing Company, 2016–2022 | | ● | President, Global Services & Support, The Boeing Company, 2015–2016 |

  38. Experience

    | ● | Chief Financial Officer, Defense, Space & Security, The Boeing Company, 2014–2015 | | ● | Vice President & General Manager, Vertical Lift, The Boeing Company, 2013–2014 | | ● | Vice President, H-47 Programs, The Boeing Company, 2009–2013 | | ● | General Manager, Global Transport & Executive Systems, The Boeing Company, 1998–2009 |

  39. Other Current Directorships

    Other Current Directorships

  40. Other Current Directorships

    | ● | Deere & Company, since 2021 |

  41. Other Current Directorships

    | ● | Associate Fellow, American Institute of Aeronautics and Astronautics | | ● | Fellow, Royal Aeronautical Society |

  42. Other Current Directorships

    Bernard A. Harris, Jr.

  43. Other Current Directorships

    | INDEPENDENT DIRECTOR | AGE 68 | | Chief Executive Officer and Managing Partner, Vesalius Ventures, Inc. | DIRECTOR SINCE 2021 | | | BOARD COMMITTEES | | | Audit, Special Activities | | Key Skills and Expertise | |

  44. Other Current Directorships

    | | EXPERIENCE IN INDUSTRY | | ESG | | TECHNOLOGY/CYBERSECURITY |

  45. George R. Oliver

    George R. Oliver

  46. George R. Oliver

    | INDEPENDENT DIRECTOR | AGE 64 | | Chairman & Chief Executive Officer, Johnson Controls International plc | DIRECTOR SINCE 2020 | | | BOARD COMMITTEES | | | Human Capital & Compensation, Finance | | Key Skills and Expertise | |

  47. George R. Oliver

    | | INTERNATIONAL | | SENIOR LEADERSHIP | | MANUFACTURING, OPERATIONS & SUPPLY CHAIN |

  48. Ellen M. Pawlikowski

    Ellen M. Pawlikowski

  49. Ellen M. Pawlikowski

    | INDEPENDENT DIRECTOR | AGE 68 | | General, U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command | DIRECTOR SINCE 2020 | | | BOARD COMMITTEES | | | Human Capital & Compensation, Special Activities | | Key Skills and Expertise | |

  50. Ellen M. Pawlikowski

    | | GOVERNMENT | | SENIOR LEADERSHIP | | EXPERIENCE IN INDUSTRY |

  51. Denise L. Ramos

    Denise L. Ramos

  52. Denise L. Ramos

    | INDEPENDENT DIRECTOR | AGE 68 | | Retired Chief Executive Officer & President, ITT Inc. | DIRECTOR SINCE 2018 | | | BOARD COMMITTEES | | | Audit, Governance and Public Policy | | Key Skills and Expertise | |

  53. Denise L. Ramos

    | | MANUFACTURING, OPERATIONS & SUPPLY CHAIN | | SENIOR LEADERSHIP | | FINANCIAL |

  54. Qualifications

    Qualifications Ms. Ramos provides the Board with executive leadership and substantial global operational and management experience gained through her CEO and other leadership roles at ITT Inc. She has extensive financial expertise and experience in strategic planning and mergers and acquisitions, having served as the Chief Financial Officer at ITT and other large global companies. She also brings experience and insights from her current and past service on boards of other public companies in a range of industries.

  55. Experience

    Experience

  56. Experience

    | ● | Chief Executive Officer & President, ITT Inc. (formerly ITT Corporation—diversified manufacturer), 2011–2019 | | ● | Senior Vice President & Chief Financial Officer, ITT Corporation, 2007–2011 |

  57. Experience

    | ● | Chief Financial Officer, Furniture Brands International (home furnishings), 2005–2007 | | ● | Senior Vice President & Corporate Treasurer, Yum! Brands, Inc., and Chief Financial Officer, KFC Corporation (U.S. Division), 2000–2005 | | ● | Various finance positions of increasing responsibility during more than 20 years at Atlantic Richfield Company |

  58. Other Current Directorships

    Other Current Directorships

  59. Other Current Directorships

    | ● | Bank of America Corp., since 2019 |

  60. Other Current Directorships

    | ● | ITT Inc., 2011–2019 | | ● | Praxair, Inc., 2014–2016 | | ● | Phillips 66 Company, 2016–2025 |

  61. Fredric G. Reynolds

    Fredric G. Reynolds

  62. Fredric G. Reynolds

    | INDEPENDENT LEAD DIRECTOR | AGE 74 | | Retired Executive Vice President & Chief Financial Officer, CBS Corporation | DIRECTOR SINCE 2016 | | | BOARD COMMITTEES | | | Governance and Public Policy, Human Capital & Compensation | | Key Skills and Expertise | |

  63. Fredric G. Reynolds

    | | FINANCIAL | | RISK MANAGEMENT/OVERSIGHT | | SENIOR LEADERSHIP |

  64. Brian C. Rogers

    Brian C. Rogers

  65. Brian C. Rogers

    | INDEPENDENT DIRECTOR | AGE 69 | | Retired Chairman, T. Rowe Price Group, Inc. | DIRECTOR SINCE 2016 | | | BOARD COMMITTEES | | | Finance (Chair), Human Capital & Compensation | | Key Skills and Expertise | |

  66. Brian C. Rogers

    | | FINANCIAL | | RISK MANAGEMENT/OVERSIGHT | | SENIOR LEADERSHIP |

  67. Qualifications

    Qualifications Mr. Rogers provides the Board with extensive financial and investment expertise and risk management experience through his Chief Investment Officer and other investment management roles at T. Rowe Price, as well as significant executive leadership and governance experience gained through his service as the Chairman of the Board of T. Rowe Price. Mr. Rogers also provides the Board with important insights into the perspectives of institutional investors.

  68. Experience

    Experience

  69. Experience

    | ● | Chairman of the Board of Directors, T. Rowe Price Group, Inc. (investment management), 2007–2017 | | ● | Chief Investment Officer, T. Rowe Price Group, Inc., 2004–2017 | | ● | Various other senior leadership roles since joining T. Rowe Price Group, Inc., in 1982 |

  70. Other Current Directorships

    Other Current Directorships

  71. Other Current Directorships

    | ● | Lowe’s Companies, Inc., since 2018 |

  72. Former Public Company Directorships

    Former Public Company Directorships

  73. Former Public Company Directorships

    | ● | Chairman of the Board (non-executive), T. Rowe Price Group, Inc., 2017–2019 |

  74. Former Public Company Directorships

    | ● | Trustee, Brookings Institution | | ● | Board of Directors, Harvard Management Company | | ● | Trustee, Johns Hopkins Medicine |

  75. Former Public Company Directorships

    James A. Winnefeld, Jr.

  76. Former Public Company Directorships

    | INDEPENDENT DIRECTOR | AGE 68 | | Admiral, U.S. Navy (Retired) and Former Vice Chairman of the Joint Chiefs of Staff | DIRECTOR SINCE 2020 | | | BOARD COMMITTEES | | | Special Activities (Chair), Governance and Public Policy | | Key Skills and Expertise | |

  77. Former Public Company Directorships

    | | GOVERNMENT | | EXPERIENCE IN INDUSTRY | | RISK MANAGEMENT/OVERSIGHT |

  78. Robert O. Work

    Robert O. Work

  79. Robert O. Work

    | INDEPENDENT DIRECTOR | AGE 72 | | Retired Deputy Secretary of Defense, U.S. Department of Defense | DIRECTOR SINCE 2020 | | | BOARD COMMITTEES | | | Governance and Public Policy (Chair), Audit, Special Activities | | Key Skills and Expertise | |

  80. Robert O. Work

    | | GOVERNMENT | | EXPERIENCE IN INDUSTRY | | ESG |

  81. GOVERNANCE BEST PRACTICES

    GOVERNANCE BEST PRACTICES Our Board has adopted robust governance practices, as set forth in our Corporate Governance Guidelines, our Committee charters and other RTX documents and policies. The Governance Committee regularly monitors and considers current developments in corporate governance, as well as the views of our shareowners, to determine when to recommend governance changes to the Board.

  82. GOVERNANCE BEST PRACTICES

    | Effective Board oversight | Board independence | | ● Highly qualified Board with diverse mix of perspectives, experience and tenures ● Regular Board review of strategic plans and priorities ● Regular Board and Committee review of significant risks, including product safety and cybersecurity risks ● Annual Board evaluation of CEO performance ● Regular CEO and senior management succession planning | ● 10 out of 11 director nominees are independent ● Robust Lead Director role, an independent position of authority with clearly defined responsibilities ● Independent directors meet regularly without management ● Fully independent Audit, Human Capital & Compensation and Governance Committees | | Commitment to shareowner rights | Board accountability | | ● Active and ongoing shareowner engagement ● Proxy access with customary terms ● Shareowners can act by written consent ● Shareowners holding 15% of voting stock can call special meetings ● No charter provisions requiring more than a simple majority vote of shareowners ● Robust clawback policies ● No hedging, short sales or pledging of RTX securities by officers or directors ● Rigorous share ownership requirements for directors and senior management | ● Annual Board, Committee and individual director evaluations ● Annual election of all directors ● Majority voting for directors in uncontested elections ● Ongoing attention to Board composition and refreshment ● No re-nomination of a director who has served for 15 years or reached age 75 ● Regular review of Committee assignments and leadership, with objective to rotate chairs and members at least every five years ● Limits on outside public company board service ● Process for considering and approving new outside directorships and paid consulting/advisory engagements |

  83. ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN, PRESIDENT & CEO AND LEAD DIRECTOR

    ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN, PRESIDENT & CEO AND LEAD DIRECTOR The Lead Director and our Chairman, President & CEO meet and speak with each other regularly about the Company’s strategy and operations and the functioning of the Board. The Lead Director occupies an independent position of authority and facilitates the exchange of directors’ views regarding management.

  84. ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN, PRESIDENT & CEO AND LEAD DIRECTOR

    | CHAIRMAN, PRESIDENT & CEO | | LEAD DIRECTOR | | | Christopher T. Calio Director since 2023 | | Fredric G. Reynolds Lead Director since 2023 | | | In his capacity as Chairman, Mr. Calio: ● Presides at all meetings of the full Board ● Presides at meetings of shareowners ● Calls special Board meetings ● Empowered to call special meetings of Board Committees ● In conjunction with the Lead Director, plans and approves the schedule and agenda for Board meetings ● Ensures Board materials are appropriate, sufficient and of high quality ● Subject to input from the Lead Director, approves information sent to the Board ● Engages with significant stakeholders, as appropriate Effective on April 30, 2025, Mr. Calio will succeed Mr. Hayes as Chairman of RTX. This will result in the combination of the roles of Chairman and President & CEO. | | ● Presides over all private sessions of the independent directors, whether regularly scheduled or called at the Lead Director’s discretion ● Empowered to call special Board meetings ● Collaborates with the Chairman, President & CEO to approve the schedule and set the agenda for Board meetings ● Provides input to the Chairman, President & CEO on information sent to the Board ● Presides at Board meetings when the Chairman, President & CEO is not present ● Engages with significant stakeholders, as requested ● Oversees the Board’s evaluation of the performance of the Chairman, President & CEO ● Communicates regularly with the Chairman, President & CEO and other directors regarding risk management oversight ● Facilitates succession planning and management development ● Works with the Governance Committee Chair to lead the Board’s annual self-evaluation process and to review any director’s request to accept a new outside directorship or other paid engagement ● Authorizes retention of outside advisors and consultants who report to the Board | |

  85. ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN, PRESIDENT & CEO AND LEAD DIRECTOR

    As stated above, RTX’s independent directors meet in private sessions without management present. These sessions are held on a regular schedule and the Lead Director may call extra sessions as needed. BOARD SELF-EVALUATION

  86. Board Committees

    | | Human Capital & Compensation Tracy A. Atkinson Chair | | | 2024 MEETINGS: 5 COMMITTEE MEMBERS George R. Oliver Ellen M. Pawlikowski Fredric G. Reynolds Brian C. Rogers Ellen M. Pawlikowski joined the Human Capital & Compensation Committee effective May 2, 2024 James A. Winnefeld, Jr. served as a member of the Human Capital & Compensation Committee until May 2, 2024 | ● Reviews RTX’s executive compensation policies and practices to ensure that they adequately and appropriately align executive and shareowner interests ● Reviews and approves the design of, and sets performance goals for, our executive annual and long-term incentive programs ● Evaluates the performance of RTX, our business units and our NEOs relative to performance goals set by the HCC Committee for the annual and long-term incentive programs ● Reviews and approves compensation for the CEO and other executive officers of the Company ● Reviews a risk assessment of RTX’s compensation policies, plans and practices ● Reviews the Company’s initiatives relating to human capital management | |

  87. The Board’s Role

    | As part of carrying out its oversight responsibilities, the Board: ● Annually reviews the Company’s long-term plan and strategy and those of its business units ● Engages in ongoing discussions of near-, medium- and long-term risks and strategic matters, including the geopolitical environment, economic conditions, industry trends and developments, and their impacts on our business, as well as strategic opportunities and challenges ● Is regularly briefed on assessments of the Company’s business portfolio and is engaged in the Company’s mergers, acquisitions, divestitures and other corporate development activities ● Reviews and approves the Company’s annual operating plan, and receives regular updates on management’s progress against its annual operating plan, including opportunities and challenges that arise ● Periodically engages with shareowners on a variety of matters, including the financial performance, capital allocation and business strategy of the Company ● Receives briefings from outside advisors and counsel on strategic, financial, legal and compliance, and other matters | In 2024, our Board worked closely with management to provide effective oversight of key priorities, including: ● Our focus on our commitments to customers, returning value to shareowners and leveraging the breadth and scale of our business ● Risk management efforts, including compliance and regulatory risks, risks to our supply chain, and program execution such as delivering on our GTF fleet management plan ● Our strategic investments in technology and innovation to mature existing capabilities and introduce new capabilities for our customers ● Strategic initiatives to drive operational excellence and continuous improvement, including through deployment of our CORE operating system and our Industry 4.0 investments ● Enhancing our business systems, with a particular focus on CORE deployment and our safety and quality systems ● Our response to evolving geopolitical issues and other external conditions, including inflation and the ongoing conflicts in Ukraine and the Middle East ● Execution of our talent and governance strategies and review of our AI strategy ● Our shareowner engagement efforts ● Senior management succession planning |

  88. Compensation Risk Oversight

    | Sound Incentive Plan Design | Our annual and long-term incentive plans use complementary performance metrics that are essential indicators of RTX’s financial health. The HCC Committee establishes financial performance goals that are challenging, yet realistic, and maintains the ability to use its discretion to adjust payouts under our annual incentive plan (“AIP”) to the extent it believes the calculated results do not accurately reflect the overall quality of performance for the year. Further, payouts for both AIP and PSUs are capped at 200% of target. | | Emphasis on Long-Term Performance | Long-term incentives (“LTI”) are the cornerstone of RTX’s executive compensation program. Our LTI program incorporates long-term financial performance metrics that are designed to align executive interests with shareowner interests. | | Rigorous Share Ownership Requirements | RTX maintains significant share ownership requirements for our senior executives and directors, which are intended to reduce risk by aligning their economic interests with those of our shareowners. A significant stake in future performance discourages the pursuit of short-term opportunities that can create excessive risk. See pages 36-37 for more information. |

  89. Political Activities and Public Policy Engagement

    | Compensation of Directors |

  90. DEFERRED RESTRICTED STOCK UNITS

    DEFERRED RESTRICTED STOCK UNITS Directors appointed to the Board before October 2019 received a one-time deferred restricted stock unit (“RSU”) award. This award vested in equal portions over five years, but distribution does not occur until a director retires from the Board. Non-employee directors appointed after October 2019 did not receive a deferred RSU award upon joining the Board. All deferred RSUs held by directors are fully vested.

  91. PLAN DISTRIBUTIONS

    PLAN DISTRIBUTIONS DSUs and deferred RSUs are not distributed to directors until they retire from the Board. Upon retirement, RTX DSUs and deferred RSUs are converted into shares of RTX Common Stock. For our legacy UTC directors, upon the 2020 spinoff by UTC of Carrier and Otis, DSUs and deferred RSUs originally based in UTC stock were converted into DSUs and deferred RSUs in the stock of RTX, Carrier and Otis. When these directors retire from the RTX Board, the Carrier and Otis DSUs and deferred RSUs (if any) will be distributed in cash. Directors can elect to receive distributions in either a lump sum or in 10- or 15-year installments.

  92. COMPENSATION OF DIRECTORS

    COMPENSATION OF DIRECTORS 2024 DIRECTOR COMPENSATION

  93. 2024 Director Compensation

    2024 Director Compensation

  94. 2024 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Award ($)(2) | All Other Compensation ($)(3) | Total ($) | | Tracy A. Atkinson | $144,000 | $216,000 | $26,925 | $386,925 | | Leanne G. Caret(4) | $162,000 | $231,000 | $26,500 | $419,500 | | Bernard A. Harris, Jr. | $130,000 | $195,000 | $19,425 | $344,425 | | George R. Oliver | $0 | $325,000 | $495 | $325,495 | | Robert K. (Kelly) Ortberg(5) | $130,000 | $195,000 | $495 | $325,495 | | Ellen M. Pawlikowski | $130,000 | $195,000 | $4,000 | $329,000 | | Denise L. Ramos | $0 | $325,000 | $1,925 | $326,925 | | Fredric G. Reynolds | $150,000 | $225,000 | $26,925 | $401,925 | | Brian C. Rogers | $0 | $350,000 | $26,925 | $376,925 | | James A. Winnefeld, Jr. | $0 | $350,000 | $28,540 | $378,540 | | Robert O. Work | $140,000 | $210,000 | $6,795 | $356,795 |

  95. 2024 Director Compensation

    | (1) Reflects the portion of the directors’ annual retainer paid in cash. Messrs. Oliver, Rogers and Winnefeld, Jr. and Ms. Ramos elected to receive their annual cash retainer in DSUs, as detailed in footnote (2). | | (2) Reflects the grant date fair value of DSU awards credited to the director’s account, including any portion of the annual cash retainer that the director elected to receive as DSUs. The value of DSU awards is calculated in accordance with FASB ASC Topic 718 using assumptions described in Note 19: Stock Based Compensation, to the Consolidated Financial Statements in RTX’s 2024 Annual Report on Form 10-K. The number of units credited to each director in 2024 was calculated by dividing the value of the award by the NYSE closing price per share of RTX Common Stock on May 2, 2024, which was the date of the 2024 Annual Meeting of Shareowners, or for retainers paid to directors upon joining the Board or being appointed to a leadership role (if applicable), the RTX closing stock price on the grant date. DSU awards are credited with additional units each time the Company pays a dividend to shareowners and are restricted from distribution while a non-employee director serves on the Board. | | (3) Amounts in this column include incidental benefits and matching contributions to eligible nonprofit organizations under the Company’s matching charitable gift program that covers non-employee directors, as well as Company employees. The Company’s matching charitable gifts paid in 2024 were as follows: Ms. Atkinson, $25,000; Ms. Caret, $25,000; Mr. Harris, Jr., $17,500; Ms. Pawlikowski, $2,500; Mr. Reynolds, $25,000; Mr. Rogers, $25,000; Mr. Winnefeld, Jr., $25,000; and Mr. Work, $6,300. | | (4) Ms. Caret was appointed to the role of Audit Committee Chair effective February 15, 2024. As a result, during 2024, Ms. Caret was paid: (i) 50% of the Audit Committee retainer for the 2024/2025 Board cycle; and (ii) 100% of the base annual retainer for the 2024/2025 Board cycle. | | (5) Mr. Ortberg retired from the Board effective July 31, 2024. |

  96. 2024 Director Compensation

    | CHANGES TO DIRECTOR COMPENSATION FOR 2025 In its review of directors’ compensation for the May 2025 to May 2026 Board cycle, the Governance Committee increased the base retainer from $325,000 to $345,000 to better align with the competitive market. This change will become effective on May 1, 2025, the date of the 2025 Annual Meeting of Shareowners. |

  97. 2024 Director Compensation

    | Share Ownership |

  98. Why should I vote for this proposal?

    | ● | Facilitate the retention of highly talented executives who are critical to our long-term success | | ● | Deliver fair and equitable pay to executives of comparable experience and performance who perform similar work | | ● | Require ethical and responsible conduct in pursuit of our goals |

  99. PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

    | 2024 Pay Decisions for Other NEOs | 57 | | Other Compensation Elements | 63 | | Retirement and Deferred Compensation Benefits | 63 | | Perquisites and Other Benefits | 64 | | Severance and Change-in-Control Arrangements | 64 | | Other Executive Compensation Policies and Practices | 66 | | Post-Employment Restrictive Covenants | 66 | | Clawback Policies | 66 | | Equity Award Granting Policy | 66 | | Prohibitions on Certain Transactions Involving RTX Stock | 67 | | Employment Agreements | 67 | | Tax Deductibility of Incentive Compensation | 67 |

  100. 2024 FINANCIAL HIGHLIGHTS

    | (1) Core A&D Peer composite returns are determined by calculating the TSR for each peer company, then a weighted average is applied based on each company’s market capitalization at the beginning of the measurement period. See page 53 for the companies within our Core A&D Peer group. | | (2) GAAP cash flow is cash flow provided by operating activities from continuing operations, while non-GAAP cash flow is free cash flow from continuing operations. | | (3) See Appendix A on pages 111-113 for more information regarding the non-GAAP financial measures shown on this page. |

  101. 2024 Total Direct Compensation

    2024 Total Direct Compensation In making annual pay decisions, the HCC Committee focuses primarily on “total direct compensation,” which includes our three principal elements of executive compensation: base salary, annual incentives and long-term incentives (“LTI”). These elements are discussed in detail on pages 48-54. Total direct compensation is set each year to reflect the HCC Committee’s assessment of Company, business unit and individual performance for the year. 2024 total direct compensation includes 2024 base salary, 2024 annual incentives paid in the first quarter of 2025 and the February 2025 LTI grant values approved by the HCC Committee, which were based on its assessment of 2024 performance and the competitive market pay for each NEO’s role. This differs from the February 2024 LTI award grant date fair values (accounting values at the time of grant) shown in the Summary Compensation Table on page 69, which were based on the HCC Committee’s assessment of 2023 performance and the competitive market pay for each NEO’s role at that time. For more details on total direct compensation, see page 56. The following chart shows the 2024 total direct compensation of our NEOs:

  102. 2024 Total Direct Compensation

    | | Base Salary ($K)(1) | Annual Incentive ($K) | LTI ($K)(2) | Total Direct Compensation ($K) | | Christopher T. Calio | $1,450 | $2,760 | $17,150 | $21,360 | | Neil G. Mitchill, Jr. | $1,050 | $1,500 | $6,500 | $9,050 | | Gregory J. Hayes(3) | $1,100 | $2,320 | $0 | $3,420 | | Shane G. Eddy | $810 | $900 | $4,000 | $5,710 | | Philip J. Jasper | $790 | $950 | $4,000 | $5,740 | | Troy D. Brunk | $750 | $565 | $3,500 | $4,815 | | Stephen J. Timm(4) | $900 | $795 | $0 | $1,695 |

  103. Roles and Responsibilities

    | Human Capital & Compensation Committee | | Oversees our programs | | ● Sets financial, strategic and operational goals and objectives for the Company, our business units, the Executive Chairman and the CEO, as they relate to the Company’s annual and long-term incentive programs. ● Assesses Company, business unit and NEO performance relative to the preestablished goals and objectives set for the year. ● Evaluates the competitiveness of officers’ compensation and approves compensation adjustments, as appropriate. ● Approves program design for executive severance, change-in-control, supplemental benefit arrangements and the Company’s Executive Leadership Group (“ELG”) program. ● Appoints executives to the ELG. ● Reviews risk assessments as they relate to RTX’s compensation plans, policies and practices. ● Considers shareowner input regarding executive compensation decisions and policies. ● Reviews the Company’s human capital management initiatives. ● Engages an independent consultant, including approving the consultant’s compensation, determining the nature and scope of its services, evaluating its performance, terminating the engagement and replacing or adding consultants as needed. |

  104. 2024 Independent Consultant Engagement

    2024 Independent Consultant Engagement In early 2024, the HCC Committee again engaged FW Cook as its independent consultant for the year. Prior to the engagement, it reviewed the firm’s qualifications, independence and any potential conflicts of interest. FW Cook did not perform other services for or receive other fees from the Company (except for an incidental amount of $10,000 for participation in certain business surveys). As a result, the HCC Committee determined that FW Cook qualified as an independent consultant. During 2024, FW Cook representatives attended all HCC Committee meetings. No other consulting firm made recommendations to the HCC Committee on RTX’s peer group composition or on the form, amount or design of executive compensation in 2024. However, the Company did obtain market data from other compensation consulting firms for various purposes, including benchmarking. Generally, such data is also available to other consulting clients of these firms.

  105. Our Compensation Peer Group and Use of Market Data

    Our Compensation Peer Group and Use of Market Data How We Use Peer Group Data. The HCC Committee believes that to keep our executive compensation program sufficiently competitive, the target value of each principal element of compensation should approximate the market median of the companies RTX views as competitors for senior executive talent. For this reason, we compare our executive compensation program to the programs of companies within our Compensation Peer Group (“CPG”). In addition, we use market data from the aerospace and defense sector, the Fortune 100 and a broader group of companies to gain insight into general compensation trends and to supplement CPG market data for benchmarking when the HCC Committee finds it necessary or appropriate. The HCC Committee annually evaluates each compensation element relative to the market for each officer’s role and makes adjustments as appropriate. However, individual compensation may vary from market median benchmarks based on its assessment of other factors that it considers relevant, including Company, business unit, function and/or individual performance, job scope, retention risk, internal pay equity and sustained performance over time. How Our Compensation Peer Group is Constructed. The CPG is composed of a mix of industry and non-industry peers. The HCC Committee believes these 20 companies provide a relevant comparison based on their similarity to RTX in size, geographic footprint and operational complexity, taking into account factors such as revenue, market capitalization, global scope of operations, manufacturing footprint, research and development activities, and technology and engineering focus. During 2024, there were no changes to the composition of the CPG. As competitors for executive talent, the CPG is used solely for the purpose of benchmarking executive compensation, and not as a financial performance metric in our incentive compensation programs.

  106. OUR COMPENSATION PEER GROUP (CPG)

    OUR COMPENSATION PEER GROUP (CPG)

  107. OUR COMPENSATION PEER GROUP (CPG)

    | | | | | | Aerospace & Defense | Equipment & Machinery | Technology/Communications | Oil & Gas | | Boeing GE Aerospace General Dynamics L3Harris Technologies Lockheed Martin Northrop Grumman | 3M Caterpillar Deere | AT&T Cisco HP Inc. IBM Intel Verizon | Chevron | | | | | | | Chemicals | Diversified Industrials | Automotive | Freight & Logistics | | Dow | Honeywell | General Motors | UPS |

  108. TIMELINE FOR COMPENSATION DECISIONS

    | February 2024 | April 2024 | December 2024 | January 2025 | 1st Quarter of 2025 | | Approved 2024 base salary merit adjustments. Approved 2024 annual incentive performance goals. | 2024 base salary merit adjustments took effect. | Reviewed preliminary 2024 Company, business unit and individual NEO performance. | Reviewed final 2024 Company, business unit and individual NEO performance. Approved performance factors and individual 2024 annual incentive awards. Approved 2025 LTI awards, reflective of 2024 performance. | 2024 annual incentive awards paid. 2025 LTI awards granted. |

  109. Annual Incentive Awards

    Annual Incentive Awards Annual incentive awards, which are granted under the RTX Corporation Executive Annual Incentive Plan (“AIP”), are an integral component of our executive compensation program. The AIP reinforces Company and business unit goals, promotes the achievement of these goals and enables us to attract, retain and motivate the highest caliber of executive talent.

  110. HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED

    HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED The following formula is the basis for determining the 2024 annual incentive awards for our NEOs: Though performance relative to preestablished financial and Corporate Responsibility Scorecard goals is the primary basis for determining the performance factors under the AIP, the HCC Committee retains the right to make discretionary adjustments to how it measures annual incentive performance to maintain the integrity of the targets as originally established. In the past, it has made both positive and negative adjustments. Examples of situations that could result in discretionary adjustments include:

  111. HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED

    | ● | Significant, unforeseen circumstances beyond management’s control that affected performance relative to the established goals, including certain nonrecurring charges and credits unrelated to operating performance | | ● | Changes in tax laws and accounting rules that positively or negatively impact performance | | ● | Changes to the Company’s capital structure (restructuring, acquisitions and divestitures) |

  112. HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED

    In addition, each NEO begins the year with individual financial, strategic and/ or operational objectives. Based on the CEO’s performance assessment for the NEOs (other than himself and the Executive Chairman), it may be recommended that the HCC Committee increase or decrease the award a NEO would otherwise receive based on the approved performance factor. The HCC Committee considers these recommendations and makes adjustments it deems appropriate. The individual performance adjustments for our executive officers may range from a -100% adjustment to the performance factor (e.g., a zero payout), up to a 30% increase to the approved performance factor. However, no payout under the AIP can be greater than 200% of target. In addition, when determining individual performance adjustments, the HCC Committee also considers each executive’s responsibility to act at all times in accordance with our Code of Conduct, Company policies and compliance requirements.

  113. 2024 ANNUAL INCENTIVE TARGETS

    2024 ANNUAL INCENTIVE TARGETS Each NEO has an annual incentive target that is expressed as a percentage of the NEO’s base salary as in effect on December 1, 2024. These targets are based on relevant market data for each NEO’s role and generally approximate the median of our peers. Changes in target percentages that occur during the year (usually due to a change in role) are prorated. Due to their appointments into new roles during 2024, the HCC Committee increased targets for Messrs. Calio, Jasper and Brunk and decreased Mr. Hayes’ target, as shown below:

  114. 2024 ANNUAL INCENTIVE TARGETS

    | NEO | 2023 | 2024 | | Christopher T. Calio | 150% | 175% | | Neil G. Mitchill, Jr. | 115% | 115% | | Gregory J. Hayes | 200% | 125% | | Shane G. Eddy | 105% | 105% | | Philip J. Jasper | 80% | 105% | | Troy D. Brunk | 80% | 105% | | Stephen J. Timm | 105% | 105% |

  115. PERFORMANCE METRICS

    PERFORMANCE METRICS

  116. 2024 Performance Metrics and Weightings

    2024 Performance Metrics and Weightings The charts below show the 2024 performance metrics and weightings for our Corporate and business unit executives.

  117. 2024 Performance Metrics and Weightings

    | | Financial Goals | | Corporate Responsibility Scorecard (“CRS”) | | | | Earnings | Free Cash Flow (“FCF”) | People & Culture | Sustainability | | Corporate Executives Funding based entirely on Company-wide performance | | | | | | Business Unit Executives Funding based equally on business unit performance and Company-wide performance for financial metrics, and entirely on Company-wide performance for CRS metrics Company-Wide Business Unit | | | | |

  118. 2024 Performance Metrics and Weightings

    As shown above, for our Corporate executives, performance for all metrics is measured on a Company-wide basis. For business unit executives, including Messrs. Eddy, Jasper, Brunk and Timm, our financial metrics relate to both business unit results and Company-wide results, while CRS performance is measured solely at the RTX level. The HCC Committee believes that financial metrics should motivate our business unit executives both to deliver on customer commitments and to leverage Company-wide resources to advance technology and innovation. Payout funding ranges from 0% to 200% of target for all metrics.

  119. OUR FINANCIAL PERFORMANCE METRICS

    OUR FINANCIAL PERFORMANCE METRICS

  120. OUR FINANCIAL PERFORMANCE METRICS

    | | Company-Wide Metrics | | Business Unit Metrics | | | | RTX Earnings | RTX FCF | Business Unit Earnings | Business Unit FCF | | How are AIP financial metrics defined? | We start with a GAAP measure: RTX’s net income attributable to common shareowners.(1) | We start by subtracting one GAAP measure from another: RTX’s consolidated net cash flow from operating activities, less RTX’s capital expenditures.(1) | We start with a GAAP measure: segment operating income.(1) | We start with an internal measure based on business unit net cash flow from operating activities, less business unit capital expenditures. | | | Then we adjust for the impact of certain items and external events unrelated to our operating performance. These may include, in any given year, changes in tax laws and accounting rules, restructuring costs, the impact of acquisitions and divestitures (including acquisition accounting adjustments, if applicable), and significant and/or nonrecurring items. See Appendix B on page 114 for additional details. | | | | | Why did the HCC Committee choose these metrics? | The HCC Committee believes adjusted net income is relevant because it measures the immediate impact of operating decisions on RTX’s overall performance, and includes the impact of items such as tax, interest and foreign exchange fluctuations, which are managed at the Corporate level. | The HCC Committee believes that FCF performance is a relevant measure of our ability to generate cash to fund our operations and key business investments and to return capital to our shareowners. | The HCC Committee believes that operating income, exclusive of tax, interest and foreign exchange exposure, should be the focus of our business units. | The HCC Committee believes that FCF performance is a relevant measure of the business units’ ability to generate cash to fund their operations and key business investments. |

  121. OUR FINANCIAL PERFORMANCE METRICS

    | (1) As reported in our 2024 Annual Report on Form 10-K. |

  122. Why we use non-GAAP financial metrics for our annual incentives

    Why we use non-GAAP financial metrics for our annual incentives The HCC Committee believes that, to encourage decision-making aimed at long-term value creation, annual incentives should reflect the financial impact (positive or negative) of short-term decisions made in the best interest of RTX’s long-term business strategies. Through the adjustments noted above, our non-GAAP metrics allow for a clearer assessment of business performance and more closely align our AIP with the annual non-GAAP financial expectations we communicate to shareowners.

  123. OUR CORPORATE RESPONSIBILITY SCORECARD

    OUR CORPORATE RESPONSIBILITY SCORECARD For 2024, our AIP Corporate Responsibility Scorecard was comprised of two categories:

  124. OUR CORPORATE RESPONSIBILITY SCORECARD

    | ● | Sustainability. Measures our progress toward our long-term environmental sustainability objectives through two annual metrics: greenhouse gas emissions and water usage. | | ● | People & Culture. Measures our ability to attract and retain employees with a broad range of experiences, backgrounds and perspectives needed to drive the innovation required to propel RTX and our industry forward. To measure this, we use two annual metrics: total representation and employee retention. |

  125. HOW WE PERFORMED ON OUR 2024 FINANCIAL GOALS

    HOW WE PERFORMED ON OUR 2024 FINANCIAL GOALS The HCC Committee established goals for earnings and free cash flow at threshold, target and maximum performance levels, both for the Company overall and for each business unit. Performance relative to these goals determines the financial performance factors used to fund the annual incentive pool for Corporate executives and for executives in each business unit. For 2024, AIP earnings and free cash flow goals were set to align with the expectations we communicated to investors for the year. Performance below the threshold level will result in 0% funding for that metric, while performance above the maximum level cannot exceed the maximum funding level of 200%. Performance that falls between the threshold, target and maximum levels results in funding between the applicable levels.

  126. 2024 BUSINESS UNIT FINANCIAL GOALS, RESULTS AND FINANCIAL PERFORMANCE FACTORS

    | | Business Unit Goals and Results(2) | | | | Business Unit Earnings | Business Unit FCF | | What 2024 financial goals were set for annual incentive purposes? | Adjusted operating income goals ranged from $2,250 million to $4,690 million for our business units. | FCF goals ranged from $1,575 million to $3,750 million for our business units. | | What were the financial results used for annual incentive purposes? | Adjusted operating income results ranged from $2,285 million to $4,512 million for our business units. | FCF results ranged from $1,458 million to $2,936 million for our business units. | | What were the resulting financial performance factors for each metric? | Ranged from 87% to 109% of target. | Ranged from 0% to 92% of target. | | What were the financial performance factors after applying the 50% weighting of the Company-wide factor for each metric? | Ranged from 114% to 125% of target. | Ranged from 48% to 93% of target. |

  127. 2024 BUSINESS UNIT FINANCIAL GOALS, RESULTS AND FINANCIAL PERFORMANCE FACTORS

    | (1) Adjusted net income and free cash flow are metrics used solely for AIP purposes and are defined in Appendix B on page 114. These metrics differ from other non-GAAP metrics used and described in Appendix A. | | (2) See the table on page 50 and Appendix B on page 114 for details on how we calculate earnings and FCF for the purposes of determining business unit financial performance factors. |

  128. HOW WE PERFORMED ON THE CORPORATE RESPONSIBILITY SCORECARD

    HOW WE PERFORMED ON THE CORPORATE RESPONSIBILITY SCORECARD The 2024 Corporate Responsibility Scorecard goals, results and performance factors are shown below:

  129. HOW PERFORMANCE AFFECTED PAYOUTS

    HOW PERFORMANCE AFFECTED PAYOUTS The table below shows the weighted performance factors for each financial and CRS metric, resulting mathematically in the overall RTX performance factor.

  130. HOW PERFORMANCE AFFECTED PAYOUTS

    | RTX Metrics | Weight | Unweighted Performance Factor | Weighted Performance Factor | | Earnings (adjusted net income)(1) | 40% | 141% | 56.4% | | Free Cash Flow(1) | 40% | 95% | 38.0% | | Employee Retention(2) | 5% | 150% | 7.5% | | Total Representation(2) | 5% | 75% | 3.8% | | GHG Emissions(2) | 5% | 104% | 5.2% | | Water Usage(2) | 5% | 68% | 3.4% | | 2024 RTX Performance Factor | | | 114% |

  131. HOW PERFORMANCE AFFECTED PAYOUTS

    | For our business units, the weighted performance factors ranged from 84% to 105% of target. |

  132. HOW PERFORMANCE AFFECTED PAYOUTS

    | (1) Adjusted net income and free cash flow are financial metrics used solely for AIP purposes and are defined in Appendix B on page 114. These metrics differ from other non-GAAP metrics used and described in Appendix A on pages 111-113. | | (2) As described on page 6, the metrics for the 2025 AIP will be solely based on financial performance. |

  133. LTI Awards

    LTI Awards

  134. LTI MIX

    LTI MIX The HCC Committee annually reviews the design of our LTI awards to ensure consistency with our program’s fundamental objective of aligning the interests of executives and shareowners while attracting and retaining talented senior leaders. In 2024, the LTI mix for our NEOs, except for Mr. Brunk, was 60% PSUs and 40% SARs. The HCC Committee believes each LTI vehicle serves a specific objective:

  135. LTI MIX

    | ● | PSUs encourage the achievement of important financial goals and align payouts with the shareowner experience. | | ● | SARs motivate prudent long-term decision making and have strong pay-for-performance alignment since they have no value unless the stock price increases from the price on the grant date. |

  136. LTI MIX

    Mr. Brunk’s annual LTI award was granted in February 2024 before he was appointed to the role of President, Collins Aerospace in July 2024. As a result, his 2024 LTI award comprised of a different LTI mix (40% PSUs, 40% SARs and 20% RSUs) than our other NEOs.

  137. PERFORMANCE SHARE UNITS

    PERFORMANCE SHARE UNITS 2024–2026 PSUs. 2024 PSUs will vest following the end of a three-year performance period, subject to Company performance relative to preestablished financial performance goals. Executives must also be employed by the Company on the vesting date, with exceptions for death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. PSUs are designed to deliver market median compensation at target levels of performance. Below- or above-target performance will result in variations from market median payouts. If performance is at target for all four metrics, 100% of the PSUs granted would vest at the end of the performance period. Vesting factors can range from 0% if all metrics fall below threshold-level performance to 200% if all metrics meet or exceed maximum-level performance. Each PSU converts into one share of RTX Common Stock upon vesting. The goals established for our 2024–2026 PSUs are as follows:

  138. PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

    PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

  139. PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

    | Metric | Weighting | Threshold (25% payout) | Target (100% payout) | Maximum (200% payout) | | Adjusted Earnings Per Share(1) ● Measured using a compound annual growth rate over the three-year performance period ● Goals align with our mid-range strategic business plan | | 6.0% | 11.8% | 15.6% | | Return on Invested Capital (“ROIC”)(1) ● Calculated using a quarterly average over the three-year performance period | | 7.0% | 8.1% | 8.9% | | TSR vs. Core A&D Peers(2) ● Measures RTX’s cumulative three-year TSR(3) percentile rank relative to our nine Core A&D Peers ● Payout for this portion of the award is capped at 100% of target if RTX’s TSR is negative | | 25th percentile | 50th percentile | 75th percentile | | TSR vs. S&P 500 Index Companies ● Measures RTX’s cumulative three-year TSR(3) percentile rank relative to the companies within the S&P 500 Index at the beginning of the performance period ● Payout for this portion of the award is capped at 100% of target if RTX’s TSR is negative | | 25th percentile | 50th percentile | 75th percentile |

  140. PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

    | (1) Metrics used solely for PSU purposes and are defined in Appendix B on page 114. These metrics differ from other non-GAAP metrics used and described in Appendix A on pages 111-113. | | (2) Core A&D Peers consist of Airbus, Boeing, GE Aerospace, General Dynamics, Honeywell, L3Harris, Lockheed Martin, Northrop Grumman and Safran. | | (3) See Appendix B on page 114 for details on how TSR is calculated. |

  141. PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

    What the HCC Committee Considers when Setting Performance Goals and Measuring Performance. When setting adjusted EPS and ROIC goals for our PSU awards, the HCC Committee considers various long-term business factors, including planned share buybacks, macroeconomic market trends and cost-reduction plans. As defined in Appendix B, adjusted EPS and ROIC exclude the impact of changes in tax laws and/or accounting rules, acquisitions and divestitures (including acquisition accounting adjustments), restructuring, nonrecurring and other significant, nonoperational items, nonoperating pension and postretirement income or expense, and changes in asset or liability valuations of deferred compensation plans recognized in interest income/expense. When measuring performance, the HCC Committee may also make adjustments (positively or negatively) to exclude certain items unrelated to operational performance when necessary to maintain the validity of the targets as originally formulated. Limit on Maximum Vesting Value. If the value of PSUs at vesting (number of PSUs vesting multiplied by the closing price of RTX Common Stock on the vesting date) is greater than 400% of the value of the PSUs at grant (number of PSUs that would vest at target-level performance multiplied by the closing RTX stock price on the grant date), the vesting factor will be reduced so that the value delivered to executives will be no greater than 400% of the grant value. 2022–2024 PSU Vesting. PSU awards granted on February 15, 2022, were subject to vesting based on RTX’s three-year performance relative to preestablished goals for each of the four metrics shown below. Our performance over the three-year period resulted in the award vesting at 110% of target.

  142. PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

    | Metric(1) | Weight | Threshold | Target | Maximum | Actual | Performance Factor | | Adjusted EPS(2) | 35% | 8.1% | 14.1% | 17.9% | 13.6% | 94% | | ROIC | 35% | 6.1% | 7.1% | 7.8% | 6.9% | 82% | | TSR vs. S&P 500 Index Companies | 15% | 25th percentile | 50th percentile | 75th percentile | 74.6th percentile | 198% | | TSR vs. Core A&D Peers | 15% | 25th percentile | 50th percentile | 75th percentile | 55.5th percentile | 122% | | Final PSU Vesting Factor | | | | | | 110% |

  143. PERFORMANCE GOALS AND WEIGHTINGS FOR 2024–2026 PSUs

    | (1) For a definition of performance metrics used for PSU purposes, see Appendix B on page 114. | | (2) 2024 EPS (GAAP) of $3.55 was adjusted to $6.26, in accordance with the definition we use for measuring PSU performance, as outlined in Appendix B. |

  144. 2024 CEO Pay Decisions

    2024 CEO Pay Decisions

  145. 2024 CEO Pay Decisions

    | Christopher T. Calio President & Chief Executive Officer AGE 51 RTX EXPERIENCE 19 YEARS | |

  146. 2024 CEO Pay Decisions

    Mr. Calio served as President & Chief Operating Officer until May 2, 2024, when he was appointed to the role of President & Chief Executive Officer of RTX. Base Salary. Mr. Calio received a base salary increase from $1,010,000 to $1,450,000 in connection with his appointment as President & CEO. Following this increase, Mr. Calio’s base salary was below the market median for his new role. Annual Incentive Award. The HCC Committee approved a performance factor of 114% of target for Corporate. The HCC Committee considered this factor, Mr. Calio’s leadership during 2024 and the individual performance considerations noted here, and approved an annual incentive award of $2.76 million. This amount is aligned with the Corporate performance factor. LTI. In consideration for Mr. Calio’s 2024 performance, the HCC Committee approved a 2025 LTI award of $17.15 million. This amount is an increase from his 2024 LTI award and is slightly below the CPG median for his role. Mr. Calio exhibited strong leadership, which resulted in:

  147. 2024 CEO Pay Decisions

    | ● | Achieving strong financial performance during the year, including: |

  148. 2024 CEO Pay Decisions

    | – | Net sales growth of 17.1% (GAAP), 8.8% (adjusted) and organic sales growth of 11%.(1) | | – | Diluted EPS of $3.55 (GAAP) and $5.73 (adjusted).(1) | | – | $7.2 billion in cash flow from operations and over $2.6 billion invested in capital expenditures, resulting in $4.5 billion in free cash flow.(1) | | – | Adjusted segment margin expansion at each of our business units. | | – | $112 billion of new bookings during the year, and increasing our year-over-year backlog by 11% to $218 billion. |

  149. 2024 CEO Pay Decisions

    | ● | Delivering on the promise of the Merger, including: |

  150. 2024 CEO Pay Decisions

    | – | Returning $3.7 billion to shareowners through dividends and share buybacks in 2024, bringing our total to over $33 billion since the Merger, which exceeds our original goal of $20 billion by 2025, and puts us on track to achieve our revised $36 to $37 billion goal. |

  151. 2024 CEO Pay Decisions

    | – | Exceeding our $2 billion gross cost synergy commitment one year ahead of schedule. |

  152. 2024 CEO Pay Decisions

    | ● | Leveraging the breadth and scale of RTX to drive down costs, improve performance and deliver groundbreaking technologies, including: |

  153. 2024 CEO Pay Decisions

    | – | Simplifying our digital footprint through the elimination of over 250 systems, to streamline our engineering, supply chain and manufacturing processes. | | – | Executing 60 long-term supplier agreements for unique alloys that we, and our suppliers, can leverage to reduce lead time and increase cost savings. |

  154. 2024 CEO Pay Decisions

    | ● | Completing the divestiture of two noncore businesses during the year—Raytheon’s Cybersecurity, Intelligence & Service business and Collins Aerospace’s Hoist & Winch business. | | ● | Making significant progress toward the resolution of the Pratt & Whitney powder metal matter, where we saw increased maintenance, repair and overhaul (“MRO”) capacity, remained on track with our financial and operational assumptions, and entered into support agreements with most of our impacted customers. |

  155. 2024 CEO Pay Decisions

    | (1) See Appendix A on pages 111-113 for details. |

  156. 2024 CEO Pay Decisions

    | What is total direct compensation? |

  157. 2024 CEO Pay Decisions

    In contrast to the Summary Compensation Table (on page 69), our discussion of CEO and NEO pay decisions in this Proxy Statement (pages 55-62) uses a measure called total direct compensation, which the HCC Committee believes provides a more accurate picture of its annual pay decisions and reflects its most recent assessment of Company, business unit and individual performance, and the competitive market for each NEO’s role. Total direct compensation includes 2024 base salary as of year-end, 2024 annual incentive for the completed performance year and LTI as described below.

  158. How the HCC Committee Views LTI Award Values

    How the HCC Committee Views LTI Award Values

  159. How the HCC Committee Views LTI Award Values

    | Total Direct Compensation | Includes the value of LTI awards approved by the HCC Committee and granted in February 2025. | Award values relate to the HCC Committee’s assessment of 2024 performance and the competitive market pay for each NEO’s role at the time of grant. | | Summary Compensation Table | Includes the grant date fair value of LTI awards granted in February 2024. | Award values relate back to the HCC Committee’s assessment of 2023 performance and the competitive market pay for each NEO’s role at the time of grant. |

  160. How the HCC Committee Views LTI Award Values

    The SEC rules require the LTI awards granted in February 2024 to be reported in the Summary Compensation Table of this Proxy Statement, with a different valuation methodology than we use for total direct compensation. In addition, the compensation values reported in the Summary Compensation Table include certain elements (e.g., changes in pension values, which are impacted by assumptions, such as interest rates and other formulaic compensation and benefit components) that we exclude from total direct compensation because they are not tied to performance and fall outside the scope of the HCC Committee’s annual pay decisions.

  161. CEO TOTAL DIRECT COMPENSATION: THREE-YEAR COMPARISON(1)

    ual pay decisions. CEO TOTAL DIRECT COMPENSATION: THREE-YEAR COMPARISON(1) As shown in the chart below, and as discussed in our Guiding Principles on page 44, the HCC Committee believes that a substantial portion of total direct compensation should be variable, contingent and directly linked to Company and individual performance. For 2024, 93% of Mr. Calio’s total direct compensation was “at-risk” va

  162. CEO TOTAL DIRECT COMPENSATION: THREE-YEAR COMPARISON(1)

    able compensation. | (1) Mr. Calio was appointed President & Chief Executive Officer effective May 2, 2024. Prior to his appointment, he served in the following roles: President & Chief Operating Officer (March 1, 2023 to May 1, 2024), Chief Operating Officer (March 1, 2022 to February 28, 2023) and President, Pratt & Whitney (January 1, 2020 to February 28, 2022). | | (2) Reflects annual LTI award values approved by the HCC Committee. These values differ from those reported in the Summary Compensation Table on page 69, which are calculated in accordance with

  163. 2024 Pay Decisions for Other NEOs

    2024 Pay Decisions for Other NEOs The HCC Committee makes annual compensation decisions for our NEOs based on their individual performance and the overall performance of the Company (and the NEO’s business unit or function, where applicable). In the following pages, we describe the components of total direct compensation for each NEO for 2024, noting aspects of their individual performance that contributed to the HCC Committee’s pay decisions (see page 56 for an explanation of total direct compensation).

  164. 2024 Pay Decisions for Other NEOs

    | Neil G. Mitchill, Jr. Executive Vice President & Chief Financial Officer AGE 49 RTX EXPERIENCE 10 YEARS | |

  165. 2024 Pay Decisions for Other NEOs

    Base Salary. Mr. Mitchill received a base salary increase from $975,000 to $1,050,000 during 2024. Following this increase, Mr. Mitchill’s base salary was moderately above the market median for his role. Annual Incentive Award. The HCC Committee approved a performance factor of 114% of target for Corporate. The HCC Committee considered this factor, Mr. Mitchill’s leadership of the RTX finance function and the individual performance considerations noted here, and approved a $1.5 million award for 2024. This amount is above the Corporate performance factor. LTI. In consideration of Mr. Mitchill’s 2024 performance, the HCC Committee approved a $6.5 million 2025 LTI award, an amount that is slightly above the market median for his role. Mr. Mitchill exhibited strong leadership in:

  166. 2024 Pay Decisions for Other NEOs

    | ● | Overseeing the Company’s strong financial performance, which included exceeding the adjusted net sales and adjusted EPS expectations we communicated to investors for the year, despite lower-than-expected aircraft production rates. | | ● | Leading RTX’s disciplined capital allocation strategy, including: |

  167. 2024 Pay Decisions for Other NEOs

    | – | Investing $7.7 billion in Company- and customer-funded research and development spend and capital expenditures. | | – | Completing the $10 billion accelerated share repurchase program we announced last year, contributing to the return of over $33 billion to shareowners through dividends and share buybacks since the Merger. |

  168. 2024 Pay Decisions for Other NEOs

    | – | Deploying $45.4 million of capital investments in 14 companies through RTX Ventures. | | – | Increasing our dividend per share by 6.8%.(1) | | – | Paying down $2.5 billion of debt. |

  169. 2024 Pay Decisions for Other NEOs

    | ● | Leading our robust investor outreach efforts, including hosting one major investor conference, participating in two other investor conferences and meeting individually with most of our top investors. | | ● | Exceeding our $2 billion gross cost synergy commitments one year ahead of schedule. |

  170. 2024 Pay Decisions for Other NEOs

    | (1) In the second quarter of 2024, we increased our quarterly dividend from $0.59 per share to $0.63 per share. |

  171. 2024 Pay Decisions for Other NEOs

    | Gregory J. Hayes Executive Chairman AGE 64 RTX EXPERIENCE 35 YEARS | |

  172. 2024 Pay Decisions for Other NEOs

    Mr. Hayes served as Chairman & Chief Executive Officer until May 2, 2024, at which point he continued in the role of Executive Chairman. Base Salary. In connection with his transition to the role of Executive Chairman, the HCC Committee reduced Mr. Hayes’ base salary from $1,675,000 to $1,100,000, effective May 2, 2024. Annual Incentive Award. The HCC Committee approved a performance factor of 114% of target for Corporate. The HCC Committee considered this factor, Mr. Hayes’ leadership during 2024 and the individual performance considerations noted here, and approved an annual incentive award of $2.32 million. This amount aligns with the Corporate performance factor. Leadership Transition. As previously discussed, Mr. Hayes will step down from his role as Executive Chairman, effective on April 30, 2025. He will remain an employee of the Company in a non-executive officer capacity as Special Advisor to the Chief Executive Officer until January 2, 2026. Based on the recommendation of the HCC Committee, the Board approved the following compensation for Mr. Hayes for his service as a Special Advisor to the Chief Executive Officer in 2025. Mr. Hayes will continue to receive a base salary of $1,100,000, but will not be eligible for an annual incentive award for 2025 or a 2025 LTI award. As an employee, he will continue to vest in his outstanding LTI awards in accordance with their existing terms and to participate in the health and welfare benefits and retirement plans in which he is currently a participant. He will also remain eligible for an annual executive physical, financial planning, ELG disability and enhanced life insurance. Effective April 30, 2025, his personal use of the Corporate aircraft, security benefits and personal use of Company-provided car and driver will cease. Mr. Hayes exhibited strong leadership in:

  173. 2024 Pay Decisions for Other NEOs

    | ● | Advancing RTX priorities through engagement with customers, government and industry leaders domestically and in key international markets, including: |

  174. 2024 Pay Decisions for Other NEOs

    | – | Engaging with key government decision-makers, such as members of Congress, senior executive branch officials and foreign leaders. | | – | Working with the Chamber of Commerce, Aerospace Industries Association and Business Roundtable on matters of interest to RTX. |

  175. 2024 Pay Decisions for Other NEOs

    | ● | Presiding over meetings of the Board and promoting a collaborative Board culture while ensuring all agenda items are appropriately and openly discussed, considered and resolved. | | ● | Successfully transitioning operational responsibilities to the President & Chief Executive Officer. |

  176. 2024 Pay Decisions for Other NEOs

    | Shane G. Eddy President, Pratt & Whitney AGE 60 RTX EXPERIENCE 15 YEARS | |

  177. 2024 Pay Decisions for Other NEOs

    Base Salary. Mr. Eddy received a base salary increase from $785,000 to $810,000 during 2024. Following this increase, Mr. Eddy’s base salary is slightly below the market median for his role. Annual Incentive Award. The HCC Committee approved a performance factor of 105% of target for Pratt & Whitney. The HCC Committee considered this factor, Mr. Eddy’s leadership of our Pratt & Whitney business unit and the individual performance considerations noted here, and approved a $900,000 award, an amount that aligns with the Pratt & Whitney performance factor. LTI. In consideration of Mr. Eddy’s 2024 performance, the HCC Committee approved a $4 million 2025 LTI award, an amount that aligns with the market median for his role. Mr. Eddy exhibited strong leadership, which resulted in:

  178. 2024 Pay Decisions for Other NEOs

    | ● | Pratt & Whitney having significant achievements in 2024, which included: |

  179. 2024 Pay Decisions for Other NEOs

    | – | Making substantial progress in meeting our GTF engine fleet management plan, with thousands of parts inspected and agreements reached with most of our impacted customers. | | – | Opening a new state-of-the-art facility in Oklahoma City, Oklahoma, featuring automation and advanced manufacturing technologies that streamline our processes, improve productivity and expand military engine sustainment capacity. | | – | Expanding the GTF engine aftermarket network to 18 facilities worldwide. | | – | Increasing MRO output for the PW1100G-JM engine by approximately 30%, by using CORE practices to optimize the inspection sequence and implementation of concurrent assembly operations. |

  180. 2024 Pay Decisions for Other NEOs

    | ● | Pratt & Whitney achieving several substantial customer wins, which included: |

  181. 2024 Pay Decisions for Other NEOs

    | – | Securing a $1.3 billion contract for continued development of the F135 Engine Core Upgrade program, which will deliver enhanced engine durability and performance for all variants of the F35 Joint Strike Fighter and ensure that Pratt & Whitney remains the sole source propulsion provider. | | – | Increasing GTF engine orders and commitments by nearly 1,000 during the year from customers, including Avolon, Breeze Airways, Cebu Pacific and Icelandair, bringing the total GTF order book to more than 11,000. |

  182. 2024 Pay Decisions for Other NEOs

    | Philip J. Jasper President, Raytheon AGE 56 RTX EXPERIENCE 33 YEARS | |

  183. 2024 Pay Decisions for Other NEOs

    Mr. Jasper served as President, Mission Systems at Collins Aerospace until January 7, 2024, when he was appointed to the role of President, Raytheon. Base Salary. Mr. Jasper received a base salary increase from $665,000 to $790,000 in connection with his appointment as Raytheon’s President. Following this increase, Mr. Jasper’s base salary is below the market median for his role. Annual Incentive Award. The HCC Committee approved a performance factor of 105% of target for Raytheon. The HCC Committee considered this factor, Mr. Jasper’s leadership of our Raytheon business unit and the individual performance considerations noted here, and approved a $950,000 award, an amount that is above the Raytheon performance factor. LTI. In consideration of Mr. Jasper’s 2024 performance, the HCC Committee approved a $4 million 2025 LTI award, an amount that aligns with the market median for his role. Mr. Jasper exhibited strong leadership, which resulted in:

  184. 2024 Pay Decisions for Other NEOs

    | ● | Raytheon having significant achievements in 2024, which included: |

  185. 2024 Pay Decisions for Other NEOs

    | – | Increasing its backlog from $52 billion in 2023 to $63 billion in 2024. | | – | Achieving full-rate production approval for the Standard Missile-3 Block IIA, validating the program’s design maturity amid increased demand for the product from the U.S. and allied partners. | | – | Delivering the first sensor payload for the U.S. Space Force’s Next-Generation Overhead Persistent Infrared missile warning satellite, which is on track for 2025 initial launch capability. |

  186. 2024 Pay Decisions for Other NEOs

    | ● | Raytheon achieving several substantial customer wins, which included: |

  187. 2024 Pay Decisions for Other NEOs

    | – | Securing a $5.6 billion contract for Patriot GEMT missiles from NATO. |

  188. 2024 Pay Decisions for Other NEOs

    | – | Securing a $1.3 billion contract option from the U.S. Army to continue to produce Javelin missiles and associated services through our Javelin Joint Venture. | | – | Receiving a contract option to continue to produce AN/ SPY-6(V) radars for the U.S. Navy, which are projected to be deployed on 65 ships over the next 10 years to defend against air, surface and ballistic threats. | | – | Receiving two contracts, valued at a total of $2.4 billion, to supply Germany with additional Patriot air and missile defense systems. | | – | Securing a $1.9 billion contract award from the U.S. Missile Defense Agency to produce SM-3 Block IIA rounds for both the U.S. government and Japan’s Ministry of Defense. |

  189. 2024 Pay Decisions for Other NEOs

    | Troy D. Brunk President, Collins Aerospace AGE 55 RTX EXPERIENCE 33 YEARS | |

  190. 2024 Pay Decisions for Other NEOs

    Mr. Brunk served as President, Avionics until January 7, 2024, and President, Mission Systems until July 17, 2024 (both at Collins Aerospace), at which point he was appointed to the role of President, Collins Aerospace. Base Salary. Mr. Brunk’s base salary was increased from $590,000 to $750,000 during 2024, reflecting his appointment to the ELG and new role as President, Collins Aerospace. Following the adjustment, Mr. Brunk’s base salary is below the market median for his new role. Annual Incentive Award. The HCC Committee approved a performance factor of 84% of target for Collins Aerospace. The HCC Committee considered this factor, Mr. Brunk’s leadership of Collins Aerospace and the individual performance considerations noted here, and approved a $565,000 award. This amount aligns with the Collins Aerospace performance factor. LTI. In February 2025, Mr. Brunk was awarded a $3.5 million 2025 LTI award, an amount that is below the market median for his role as President of Collins Aerospace. Other. In February 2024, Mr. Brunk’s was awarded a $1 million 2024 LTI award, reflecting his role at the time of President, Mission Systems at Collins Aerospace. In connection with his appointment to the ELG and his subsequent promotion to the role of President, Collins Aerospace during 2024, he was granted a combined $3 million in ELG RSUs. The RTX ELG program is described in detail on pages 64-65. Mr. Brunk exhibited strong leadership, which resulted in:

  191. 2024 Pay Decisions for Other NEOs

    | ● | Collins Aerospace having significant achievements in 2024, which included: |

  192. 2024 Pay Decisions for Other NEOs

    | – | Demonstrating 80 kilowatts of cooling capacity across a range of operating conditions for its Enhanced Power and Cooling System (EPACS). | | – | Teaming with Raytheon to demonstrate Future Vertical Lift capabilities for the U.S. Army. | | – | Delivering the 3,000th F-35 Gen III Helmet Mounted Display Systems (HMDS) to the Joint Strike Fighter through the Collins Elbit Vision System joint venture. | | – | Unveiling MAYA, a transformative, next-generation business class concept suite. MAYA provides exceptional |

  193. 2024 Pay Decisions for Other NEOs

    | ergonomics with an advanced seating architecture and integrated ARISE comfort technology that automatically optimizes cushion pressure and regulates environmental temperature, among other advanced personalized features. |

  194. 2024 Pay Decisions for Other NEOs

    | ● | Collins Aerospace achieving several substantial customer wins, which included: |

  195. 2024 Pay Decisions for Other NEOs

    | – | Signing a 10-year contract with Air Europa to provide MRO services for the airline’s fleet of Boeing 787 aircraft, covering electric power, environmental control, avionics, lighting and cargo, along with predictive fleet maintenance that will provide efficient and timely data-driven services to our customers. |

  196. 2024 Pay Decisions for Other NEOs

    | Stephen J. Timm Special Advisor, Collins Aerospace AGE 56 RTX EXPERIENCE 28 YEARS | |

  197. 2024 Pay Decisions for Other NEOs

    Mr. Timm served as President, Collins Aerospace until July 17, 2024, and continued in a transitional capacity as Special Advisor, Collins Aerospace until his retirement in March 2025. Base Salary. Mr. Timm received a salary increase from $850,000 to $900,000 during 2024. Following this increase, Mr. Timm’s base salary was slightly above the market median for his role as President, Collins Aerospace. Annual Incentive Award. The HCC Committee approved a performance factor of 84% of target for Collins Aerospace. The HCC Committee considered this factor, Mr. Timm’s leadership and the individual performance considerations noted here, and approved a $795,000 award. This amount aligns with the Collins Aerospace performance factor. LTI. Given Mr. Timm’s impending retirement from the Company in March 2025, the HCC Committee did not grant him a 2025 LTI award in February 2025. Mr. Timm exhibited strong leadership, which resulted in:

  198. 2024 Pay Decisions for Other NEOs

    | ● | Collins Aerospace having significant achievements in 2024, which included: |

  199. 2024 Pay Decisions for Other NEOs

    | – | Deploying an automated smart torque system at the Avionics business, resulting in zero torque-related defects and savings of approximately 23,000 labor hours. | | – | Breaking ground on an expansion of its Spokane, Washington, carbon brake production facility that will increase the facility’s footprint by 50%. |

  200. 2024 Pay Decisions for Other NEOs

    | ● | Collins Aerospace achieving several substantial customer wins, which included: |

  201. 2024 Pay Decisions for Other NEOs

    | – | Being selected by the Narita International Airport Corporation in Japan to provide passengers a faster way through the airport terminal by deploying the ARINC |

  202. 2024 Pay Decisions for Other NEOs

    | | cMUSE system that enables multiple airlines to share desks and boarding gate positions and the ARINC SelfServ Common-Use Self-Service kiosks, which allow passengers to check bags and print boarding passes without waiting for an airport employee. | | – | Executing a 10-year MRO agreement related to systems provided for Air Canada’s Boeing 787 fleet of up to 70 aircraft, including avionics, air management and electric power systems. | | – | Being selected (along with Pratt & Whitney) by Airbus Helicopters to support the development of a hybrid-electric proposal system for its PioneerLab technology demonstrator, which aims to demonstrate improvements that enable up to 30% more fuel efficiency. |

  203. Nonqualified Plans

    | ● | The RTX Corporation Compensation Deferral Plan (“RTX CDP”) provides eligible employees (including each of our NEOs) an opportunity to defer up to 50% of base salary and/or 80% of their annual incentive award. This plan also provides Company matching contributions, and, for employees not accruing pension benefits (like each of our NEOs), Company retirement contributions on earnings above the Internal Revenue Code (“IRC”) limit applicable to the qualified RTX Savings Plan. | | ● | RTX executives are eligible to participate in the RTX Corporation PSU Deferral Plan (“RTX PSU Deferral Plan”), which allows deferrals between 10%-100% of vested PSUs. | | ● | The UTC Savings Restoration Plan, the UTC Company Automatic Contribution Excess Plan and the UTC Deferred Compensation Plan (applicable to legacy UTC employees) were closed to new contributions on December 31, 2022. The Rockwell Collins Non-Qualified Savings Plan and Sundstrand Corporation Deferred Compensation Plan are also maintained by the Company but closed to new contributions. Account balances for these closed plans remain subject to each participant’s distribution elections. |

  204. Severance and Change-in-Control Arrangements

    Severance and Change-in-Control Arrangements

  205. EXECUTIVE LEADERSHIP GROUP PROGRAM

    EXECUTIVE LEADERSHIP GROUP PROGRAM The ELG program covers the Company’s most senior leaders and key executives who are potential successors to senior leadership roles. The program has been in place since 1989, but has been modified over the years to align with best practices and to serve the evolving needs of the Company. Current Program. The current ELG program, which covers all of our NEOs, except Mr. Hayes, provides an RSU award with a grant value depending on role (currently no less than $1.5 million) upon an executive’s appointment to the ELG. The ELG RSU award acts as both a retention vehicle and cash severance replacement tool. The HCC Committee believes ELG RSUs more closely align our executives with the interest of our shareowners than a cash severance payment would. ELG RSU awards vest only if there is a qualifying separation (defined on page 65) and the executive enters into an agreement containing certain restrictive covenants (explained on page 65). ELG RSUs earn dividend equivalents during the vesting period that are reinvested as additional RSUs each time the Company pays a dividend to shareowners. These RSUs are subject to the same vesting conditions as the underlying award. From time to time, the HCC Committee has granted ELG RSU awards to supplement the original ELG RSU award granted upon ELG appointment. These supplemental awards are generally intended to reinforce the long-term retention needs of the Company for certain critical ELG talent, or in conjunction with a role expansion. Supplemental ELG RSUs carry the same terms and conditions as the ELG RSU grant made upon ELG appointment. Legacy Program. Changes to the ELG separation benefit over the years have been applied prospectively due to existing contractual commitments. As a result, Mr. Hayes is eligible for an earlier iteration of the program that includes a cash payment equal to 2.5 times base salary upon a qualifying separation. The base salary that will be used to determine Mr. Hayes’ ELG separation benefit will be his last base salary in effect as CEO of RTX. The ELG separation benefit is not treated as compensation for purposes of determining benefits under the pension plans or any other benefit programs. ELG members are not eligible to participate in other Company-sponsored severance plans unless required by local law. Distributions are subject to certain restrictions imposed by IRC Section 409A. Qualifying Separation. Under the ELG program, a “qualifying separation” is defined as:

  206. EXECUTIVE LEADERSHIP GROUP PROGRAM

    | ● | A mutually agreeable separation from the Company, including an ELG member’s position being eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event following three years of ELG membership; | | ● | Retirement on or after age 62 following three years of ELG membership; or | | ● | Involuntary (not for cause) or voluntary (for good reason) terminations within two years after a change-in-control event. |

  207. LEGACY UTC SENIOR EXECUTIVE SEVERANCE PLAN

    LEGACY UTC SENIOR EXECUTIVE SEVERANCE PLAN Change-in-control severance protection under the legacy UTC Senior Executive Severance Plan (“SESP”) was designed to ensure continuity of management in potential change-in-control situations. In response to changing market practices, legacy UTC closed this program to new participants effective June 2009. Accordingly, Mr. Hayes is the only executive who remains eligible for the SESP benefit. All other ELG members instead are covered by the ELG program in a change-in-control event. The SESP cash severance benefit is equal to 2.99 times the sum of Mr. Hayes’ base salary and target annual incentive award for the year in which termination occurs, subject to various restrictive covenants. This benefit would be reduced by 1/36th for each month that termination occurs after age 62 and, accordingly, is completely phased out at age 65. Benefits under the SESP are subject to a “double trigger,” meaning that such benefits are provided only if a change-in-control is followed by an involuntary termination or termination by the executive for “good reason” within two years following a change-in-control. “Good reason” generally includes material, adverse changes in an executive’s compensation, responsibilities, authority, reporting relationship or work location.

  208. RTX CORPORATION LONG-TERM INCENTIVE PLAN

    RTX CORPORATION LONG-TERM INCENTIVE PLAN Under the RTX Corporation Long-Term Incentive Plan, as amended and restated (“RTX LTIP”), if a change-in-control event occurs and a plan participant has a qualifying termination within two years of that event, the vesting of outstanding LTI awards granted to such participant under the RTX LTIP would accelerate. For performance-based awards, performance goals would be deemed achieved at the greater of actual or target performance levels. A change-in-control is defined in the RTX LTIP to generally mean:

  209. RTX CORPORATION LONG-TERM INCENTIVE PLAN

    | ● | The acquisition by a person or a group of 20% or more of RTX’s outstanding shares or the combined voting power of RTX’s outstanding voting securities entitled to vote generally in the election of directors; | | ● | Incumbent directors no longer constituting a majority of the Board; | | ● | A merger or similar event where RTX shareowners own less than 50% of the voting shares of the new organization; or | | ● | A complete liquidation or dissolution is approved by RTX’s shareowners. |

  210. RTX CORPORATION LONG-TERM INCENTIVE PLAN

    A qualifying termination is defined in the RTX LTIP to mean:

  211. RTX CORPORATION LONG-TERM INCENTIVE PLAN

    | ● | An involuntary (not for cause) termination; or | | ● | A voluntary termination for “good reason” (as defined in the Plan). |

  212. RTX CORPORATION CLAWBACK POLICY

    RTX CORPORATION CLAWBACK POLICY The RTX Corporation Clawback Policy—our comprehensive policy on recoupment of compensation—covers all RTX employees. We have enhanced this policy several times over the years in response to shareowner feedback and to ensure that it continues to meet the evolving needs of the Company. Under this policy, in the event of a financial restatement (whether or not this involves misconduct on the part of the employee) or a recalculation of a financial metric affecting an award, the Company has the right to recover from any employee (including our NEOs and officers) annual incentive payments and gains realized from vested LTI awards (including both time-based and performance-based awards). Clawbacks of annual incentive awards and time-based and performance-based LTI awards, as well as of compensation realized from prior awards, also may be triggered by violations of our Code of Conduct, failure to adhere to employee health and safety standards, violations of post-employment restrictive covenants or the exposure of RTX to excessive risk, as determined under our Enterprise Risk Management program. In addition, we have the right to recover compensation when an employee’s negligence (including negligent supervision of a subordinate) causes significant harm to RTX. If required or otherwise appropriate, the Company may publicly disclose the circumstances surrounding the HCC Committee’s decision to seek recoupment. The Policy can be found on the Corporate Governance page of our website at https://www.rtx.com/who-we-are/corporate-governance#documents.

  213. Equity Award Granting Policy

    Equity Award Granting Policy In December 2024, the Company adopted the RTX Corporation Equity Award Granting Policy. The policy provides that, in order to minimize the risk of award decisions being made while the Company is in possession of material non-public information, it is the Company’s intent to grant equity-based awards on regularly scheduled predetermined dates that fall outside of the period beginning four trading days before, and ending one trading day after, the filing or furnishing of any periodic report on Form 10-Q or Form 10-K, or any current report on Form 8-K that discloses material non-public information (“Grant Restriction Period”). As outlined in the policy, annual equity-based awards to Company executives are to be granted within the two-week period following the first regularly scheduled Board or HCC Committee meeting for the year. From time to time, the Company may also grant equity-based awards in connection with a new hire, promotion, retention or for various other reasons. Such grants are to be made on the first trading day of each month, unless the HCC Committee approves an exception. If such planned date falls within a Grant Restriction Period, the grant date shall be postponed, to the extent practicable, to the first trading day following the Grant Restriction Period. The RTX Corporation Board of Directors Deferred Stock Unit Plan outlines the grant timing for non-employee directors. Under the Plan, non-employee directors are granted annual Deferred Stock Unit awards on the date of our Annual Meeting of Shareowners. New directors joining the Board may be granted a whole or partial annual DSU award on the date they join the Board. For Board members appointed to a leadership role outside of the standard Board cycle, the grant date is the date of appointment.

  214. Employment Agreements

    Employment Agreements As a general matter, the HCC Committee does not believe that fixed-term executive employment contracts guaranteeing minimum levels of compensation over multiple years enhance shareowner value. Accordingly, our U.S.-based executives do not have such contracts. However, in rare cases involving mergers and acquisitions, the HCC Committee has found such contracts to be in the Company’s best interests. In addition, over the years, the Company has acquired companies whose employees have existing contractual agreements. We also enter into employment agreements with executives based outside the U.S. when local regulations and practices require such agreements.

  215. Summary Compensation Table

    Summary Compensation Table

  216. Summary Compensation Table

    | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Christopher T. Calio President & Chief Executive Officer(7) | | | | | | | | | 2024 | $1,182,500 | $2,760,000 | $8,315,559 | $5,379,072 | $0 | $367,700 | $18,004,831 | | 2023 | $986,667 | $1,410,000 | $5,922,384 | $3,992,454 | $77,771 | $354,156 | $12,743,432 | | 2022 | $875,000 | $1,600,000 | $4,293,029 | $2,950,366 | $0 | $283,460 | $10,001,855 | | Neil G. Mitchill, Jr. Executive Vice President & Chief Financial Officer | | | | | | | | | 2024 | $1,031,250 | $1,500,000 | $3,387,907 | $2,191,232 | $0 | $235,983 | $8,346,372 | | 2023 | $956,250 | $1,100,000 | $2,813,482 | $1,896,354 | $0 | $235,785 | $7,001,871 | | 2022 | $876,250 | $1,200,000 | $2,453,365 | $1,686,546 | $0 | $228,389 | $6,444,550 | | Gregory J. Hayes Executive Chairman(8) | | | | | | | | | 2024 | $1,200,000 | $2,320,000 | $6,159,916 | $3,984,256 | $17,732 | $916,554 | $14,598,458 | | 2023 | $1,675,000 | $2,780,000 | $9,772,488 | $6,586,686 | $13,194 | $1,102,091 | $21,929,459 | | 2022 | $1,656,250 | $3,900,000 | $9,352,104 | $6,425,871 | $9,712 | $1,265,099 | $22,609,036 | | Shane G. Eddy President, Pratt & Whitney | | | | | | | | | 2024 | $803,750 | $900,000 | $2,156,111 | $1,394,816 | $4,248 | $207,534 | $5,466,459 | | Philip J. Jasper President, Raytheon(9) | | | | | | | | | 2024 | $724,167 | $950,000 | $2,001,902 | $1,294,720 | $0 | $175,444 | $5,146,233 | | Troy D. Brunk President, Collins Aerospace(10) | | | | | | | | | 2024 | $568,462 | $565,000 | $3,633,256 | $400,384 | $0 | $139,140 | $5,306,242 | | Stephen J. Timm Senior Advisor, Collins Aerospace(11) | | | | | | | | | 2024 | $753,846 | $795,000 | $2,772,009 | $1,793,024 | $0 | $216,093 | $6,329,972 | | 2023 | $839,231 | $840,000 | $2,369,146 | $1,597,968 | $20,531 | $218,992 | $5,885,868 | | 2022 | $788,462 | $900,000 | $3,066,587 | $2,107,093 | $0 | $199,731 | $7,061,873 |

  217. Summary Compensation Table

    | (1) Salary. Base salary shown includes any midyear adjustments. | | (2) Bonus. Annual incentive awards provided under the RTX Corporation Executive Annual Incentive Plan are primarily based on measured performance against preestablished goals (as detailed on pages 49-52). However, the Human Capital & Compensation Committee (the “HCC Committee”) retains discretion to adjust annual incentive award amounts based on its assessment of overall performance. Consequently, we report annual incentive awards in the Bonus column rather than in a Non-Equity Incentive Plan Compensation column. | | (3) Stock Awards. Amounts shown include the grant date fair value of PSUs (with vesting assumed at 100% of target) and RSUs granted in 2024 under the RTX Corporation Long-Term Incentive Plan, as amended and restated (“RTX LTIP”). The assumptions made in calculating the fair value of these awards are set forth in Note 19: Stock Based Compensation, to the Consolidated Financial Statements in RTX’s 2024 Annual Report on Form 10-K (“2024 Form 10-K”). For the 2024 PSUs, if the highest level of performance is achieved for all performance metrics, the grant date fair values would be: Mr. Calio, $13,570,956; Mr. Mitchill, $5,529,049; Mr. Hayes, $10,052,956; Mr. Eddy, $3,421,304; Mr. Jasper, $3,364,555; Mr. Brunk $670,350; and Mr. Timm, $4,523,906. |

  218. Summary Compensation Table

    SUMMARY COMPENSATION TABLE

  219. Summary Compensation Table

    | (4) Option Awards. Amounts shown include the grant date fair value of SARs granted under the RTX LTIP during 2024. The assumptions made in the valuation of these awards are set forth in Note 19: Stock Based Compensation, to the Consolidated Financial Statements in RTX’s 2024 Form 10-K. | | (5) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in this column reflect the change (if any) in the year-over-year actuarial present value of each NEO’s accrued benefit under the Company’s defined benefit plans and above-market earnings (if any) under the Company’s deferred compensation plans. The following NEOs had a negative change in present value of pension benefits from the prior year and as a result, per SEC rules, the change in present value of pension benefits included in this column is shown as zero: Mr. Calio, ($6,657); Mr. Hayes, ($850,942); Mr. Jasper, ($6,624); Mr. Brunk, ($4,777); and Mr. Timm, ($4,264). The legacy UTC pension plans were closed effective December 31, 2019, and the legacy Rockwell Collins pension plans were closed on September 30, 2006. As a result, for our NEOs, the change in pension value is entirely attributable to year-over-year changes in pension plan actuarial assumptions. Mr. Mitchill was hired after the legacy UTC pension plans were closed to new participants. Actuarial value computations are based on the assumptions established in accordance with FASB ASC Topic 715 and are discussed in Note 10: Employee Benefit Plans, to the Consolidated Financial Statements in RTX’s 2024 Form 10-K. RTX’s deferred compensation plans do not provide above-market rates of return except for the frozen Sundstrand Corporation Deferred Compensation Plan, which was assumed by the Company upon its acquisition of Sundstrand Corporation in 1999. Mr. Hayes accrued $17,732 in above-market earnings under this plan in 2024. | | (6) All Other Compensation. The 2024 amounts in this column consist of the following items shown in the table below. See page 64 for details on executive perquisites and other benefits. |

  220. Summary Compensation Table

    | Name | Personal Use of Corporate Aircraft(a) | Executive Life Insurance Premiums(b) | Relocation Benefit(c) | Company Contributions to Defined Contribution Plans(d) | Health & Welfare Benefits(e) | Misc.(f) | Total | | C. Calio | $0 | $11,456 | $0 | $298,283 | $26,081 | $31,880 | $367,700 | | N. Mitchill, Jr. | $0 | $4,758 | $0 | $191,813 | $32,345 | $7,067 | $235,983 | | G. Hayes | $188,095 | $6,611 | $197,152 | $488,861 | $25,685 | $10,151 | $916,554 | | S. Eddy | $0 | $3,708 | $0 | $177,512 | $17,027 | $9,287 | $207,534 | | P. Jasper | $0 | $3,647 | $0 | $131,874 | $28,216 | $11,708 | $175,444 | | T. Brunk | $0 | $3,076 | $0 | $113,182 | $15,458 | $7,425 | $139,140 | | S. Timm | $0 | $4,095 | $0 | $190,131 | $19,024 | $2,844 | $216,093 |

  221. Summary Compensation Table

    | (a) Incremental variable operating costs incurred for personal air travel, which includes fuel (calculated on the basis of aircraft-specific average consumption rates and fleet average fuel costs), fleet average landing and handling fees, crew lodging and meal allowances, and catering and hourly maintenance contract charges, when applicable. Because fleet-wide aircraft utilization is primarily for business purposes, capital and other fixed expenditures are not treated as an incremental cost. | | (b) Reflects premiums paid on an enhanced basic life insurance benefit equal to three times base salary. | | (c) Costs associated with Mr. Hayes’ relocation, including tax reimbursement payments of $88,915. | | (d) Amounts represent total Company contributions into the Company’s defined contribution plans—the qualified RTX Corporation Savings Plan and the nonqualified RTX Corporation Compensation Deferral Plan. Under these plans, participants are eligible to receive Company matching contributions and age-based Company retirement contributions. However, Company retirement contributions are only provided to employees who are not accruing benefits under a Company pension plan. For further details on RTX’s qualified and nonqualified defined contribution plans, refer to pages 63 and 77-78 of this Proxy Statement. | | (e) Costs associated with annual executive physicals and Company-covered health and welfare benefits. The annual executive physical benefit is capped at $5,000. | | (f) Amounts include costs associated with membership and meeting attendance fees for an Aerospace & Defense industry club, a financial planning benefit, security systems for Messrs. Calio’s and Hayes’ personal residences, personal use of a Company-provided car and driver used for security purposes, as well as costs associated with a spouse joining an executive at business events, employee gifts and other incidental items. Further, RTX’s senior executives participate in community and philanthropic activities for the benefit of the Company. This may include attending various cultural, charitable, civic, entertainment and sporting events for business development and relationship-building purposes and/or community involvement, and may require the purchase of tickets, catering and parking. Tickets may also be used for team-building events and sometimes are provided to employees, including our senior executives, for personal use; the incremental cost of such use is included in this column. | | (7) Mr. Calio served as President & Chief Operating Officer until May 2, 2024, at which point he was appointed to the role of President & Chief Executive Officer. | | (8) Mr. Hayes served as Chairman & Chief Executive Officer until May 2, 2024, at which point he continued in the role of Executive Chairman. Mr. Hayes’ annual incentive award was prorated using his base salary and annual incentive target for the time he served as CEO (January 1, 2024 to May 1, 2024) and his base salary and annual incentive target for the time he served as Executive Chairman (May 2, 2024 to December 31, 2024). | | (9) Mr. Jasper served as President, Mission Systems at Collins Aerospace until January 7, 2024, at which point he was appointed to the role of President, Raytheon. | | (10) Mr. Brunk served as President, Avionics until January 7, 2024, and President, Mission Systems until July 17, 2024 (both at Collins Aerospace), at which point he was appointed to the role of President, Collins Aerospace. | | (11) Mr. Timm served as President, Collins Aerospace until July 17, 2024, and continued in a transitional capacity as Special Advisor, Collins Aerospace until his retirement in March 2025. |

  222. Summary Compensation Table

    GRANTS OF PLAN-BASED AWARDS

  223. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  224. Grants of Plan-Based Awards

    | | | Estimated Future Payouts under Equity Incentive Plan Awards(1) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | | | | | | C. Calio | | | | | | | | | | 2/8/2024 | 2/2/2024 | 3,337 | 88,975 | 177,950 | – | – | – | $8,315,559 | | 2/8/2024 | 2/2/2024 | – | – | – | – | 247,200 | $91.04 | $5,379,072 | | N. Mitchill, Jr. | | | | | | | | | | 2/8/2024 | 2/2/2024 | 1,359 | 36,250 | 72,500 | – | – | – | $3,387,907 | | 2/8/2024 | 2/2/2024 | – | – | – | – | 100,700 | $91.04 | $2,191,232 | | G. Hayes | | | | | | | | | | 2/8/2024 | 2/2/2024 | 2,472 | 65,910 | 131,820 | – | – | – | $6,159,916 | | 2/8/2024 | 2/2/2024 | – | – | – | | 183,100 | $91.04 | $3,984,256 | | S. Eddy | | | | | | | | | | 2/8/2024 | 2/2/2024 | 865 | 23,070 | 46,140 | – | – | – | $2,156,111 | | 2/8/2024 | 2/2/2024 | – | – | – | – | 64,100 | $91.04 | $1,394,816 | | P. Jasper | | | | | | | | | | 2/8/2024 | 2/2/2024 | 803 | 21,420 | 42,840 | – | – | – | $2,001,902 | | 2/8/2024 | 2/2/2024 | – | – | – | – | 59,500 | $91.04 | $1,294,720 | | T. Brunk | | | | | | | | | | 2/8/2024 | 2/2/2024 | 165 | 4,395 | 8,790 | – | – | – | $410,755 | | 2/8/2024 | 2/2/2024 | – | – | – | – | 18,400 | $91.04 | $400,384 | | 2/8/2024 | 2/2/2024 | – | – | – | 2,250(5) | – | – | $204,840 | | 3/1/2024 | 2/2/2024 | – | – | – | 11,326(6) | – | – | $1,017,075 | | 12/18/2024 | 12/17/2024 | – | – | – | 17,480(6) | – | – | $2,000,586 | | S. Timm | | | | | | | | | | 2/8/2024 | 2/2/2024 | 1,112 | 29,660 | 59,320 | – | – | – | $2,772,009 | | 2/8/2024 | 2/2/2024 | – | – | – | – | 82,400 | $91.04 | $1,793,024 |

  225. Grants of Plan-Based Awards

    | (1) Reflects the number of PSUs granted under the RTX LTIP during 2024, which vest based on Company performance relative to four performance metrics and the executive’s continued employment, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement or certain involuntary terminations. Vesting occurs following the three-year performance period with payouts ranging from 3.75%, if threshold performance is achieved for one of the TSR metrics that are weighted at 15%, to a maximum payout of 200%, if maximum performance is achieved for all four metrics. If RTX’s three-year TSR is negative, the payout for each TSR portion of the award is capped at 100%, regardless of RTX’s performance relative to the companies within the S&P 500 Index and our Core A&D Peers. Unvested PSUs do not earn dividend equivalents. Vested PSUs are settled in unrestricted shares of RTX Common Stock at the end of the performance period following the HCC Committee’s review and approval of performance achievement levels. | | (2) Reflects the number of SARs granted under the RTX LTIP during 2024, which vest and become exercisable three years from the grant date. Vesting is subject to the executive’s continued employment, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. Exercised SARs are settled in unrestricted shares of RTX Common Stock. | | (3) The SAR exercise price equals the NYSE closing price of RTX Common Stock on the grant date. | | (4) Reflects the grant date fair value of awards granted in 2024, with vesting assumed at 100% of target for PSUs. Values are calculated in accordance with FASB ASC Topic 718 but exclude the effect of estimated forfeitures. | | (5) For the February 2024 LTI award, Mr. Brunk received a different LTI mix than our other NEOs (see page 53 for details). His award included RSUs that vest three years from the grant date, subject to the executive’s continued employment, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. | | (6) ELG RSUs granted to Mr. Brunk in connection with his appointment to the ELG and to the role of President, Collins Aerospace. ELG RSUs vest in the event of a qualifying separation (as defined under the ELG program and detailed on pages 64-65), death or disability. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. |

  226. Grants of Plan-Based Awards

    | | Option Awards | | | | Stock Awards | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable)(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | C. Calio | | | | | | | | | | 2/8/2024 | – | 247,200 | $91.04 | 2/7/2034 | – | – | 177,950 | $20,592,374 | | 2/8/2023 | – | 161,900 | $97.65 | 2/7/2033 | – | – | 122,890 | $14,220,831 | | 2/15/2022 | – | 135,400 | $94.04 | 2/14/2032 | – | – | 49,132 | $5,685,497 | | 2/8/2021 | 43,900 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 91,912 | – | $90.73 | 2/3/2030 | – | – | – | – | | 2/5/2019 | 54,810 | – | $71.62 | 2/4/2029 | – | – | – | – | | 1/2/2018 | 31,199 | – | $76.00 | 1/1/2028 | – | – | – | – | | 1/18/2017 | – | – | – | – | 18,438(6) | $2,133,645(6) | – | – | | 1/3/2017 | 8,938 | – | $82.35 | 1/2/2027 | – | – | – | – | | N. Mitchill, Jr. | | | | | | | | | | 2/8/2024 | – | 100,700 | $91.04 | 2/8/2034 | – | – | 72,500 | $8,389,700 | | 2/8/2023 | – | 76,900 | $97.65 | 2/7/2033 | – | – | 58,380 | $6,755,734 | | 2/15/2022 | – | 77,400 | $94.04 | 2/14/2032 | – | – | 28,078 | $3,249,128 | | 4/26/2021 | 16,900 | – | $81.00 | 4/25/2031 | – | – | – | – | | 2/8/2021 | 18,900 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 52,280 | – | $90.73 | 2/3/2030 | – | – | – | – | | 2/5/2019 | 46,377 | – | $71.62 | 2/4/2029 | – | – | – | – | | 1/2/2018 | 19,394 | – | $76.00 | 1/1/2028 | – | – | – | – | | 2/13/2017 | – | – | – | – | 18,438(6) | $2,133,645(6) | – | – | | 1/3/2017 | 8,938 | – | $82.35 | 1/2/2027 | – | – | – | – | | G. Hayes | | | | | | | | | | 2/8/2024 | – | 183,100 | $91.04 | 2/7/2034 | – | – | 131,820 | $15,254,210 | | 2/8/2023 | – | 267,100 | $97.65 | 2/7/2033 | – | – | 202,780 | $23,465,702 | | 2/15/2022 | – | 294,900 | $94.04 | 2/14/2032 | – | – | 107,030 | $12,385,512 | | 2/8/2021 | 181,900 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 430,050 | – | $90.73 | 2/3/2030 | – | – | – | – | | 2/5/2019 | 541,357 | – | $71.62 | 2/4/2029 | – | – | – | – |

  227. Grants of Plan-Based Awards

    | | Option Awards | | | | Stock Awards | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable)(1) | Option Exercise Price ($)(2) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) | | S. Eddy | | | | | | | | | | 2/8/2024 | – | 64,100 | $91.04 | 2/7/2034 | – | – | 46,140 | $5,339,321 | | 2/8/2023 | – | 56,700 | $97.65 | 2/7/2033 | – | – | 43,020 | $4,978,274 | | 2/15/2022 | – | 58,000 | $94.04 | 2/14/2032 | – | – | 21,060 | $2,437,005 | | 2/8/2021 | 16,600 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 40,475 | – | $90.73 | 2/3/2030 | – | – | – | – | | 2/5/2019 | 50,594 | – | $71.62 | 2/4/2029 | – | – | – | – | | 1/2/2018 | 25,297 | – | $76.00 | 1/1/2028 | – | – | – | – | | 1/3/2017 | 11,917 | – | $82.35 | 1/2/2027 | – | – | – | – | | 11/1/2016 | – | – | – | – | 30,217(6) | $3,496,711(6) | – | – | | 11/1/2016 | 8,427 | – | $75.79 | 10/31/2026 | – | – | – | – | | P. Jasper | | | | | | | | | | 2/8/2024 | – | 59,500 | $91.04 | 2/7/2034 | – | – | 42,840 | $4,957,445 | | 2/8/2023 | – | 21,900 | $97.65 | 2/7/2033 | 2,783(7) | $322,049(7) | 11,060 | $1,279,863 | | 2/15/2022 | – | 26,100 | $94.04 | 2/14/2032 | 2,961(7) | $342,647(7) | 6,320 | $731,293 | | 2/8/2021 | 16,100 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 37,945 | – | $90.73 | 2/3/2030 | – | – | – | – | | 1/28/2020 | – | – | – | – | 12,463(6) | $1,442,218(6) | – | – | | 2/5/2019 | 47,052 | – | $71.62 | 2/4/2029 | – | – | – | – | | T. Brunk | | | | | | | | | | 12/18/2024 | – | – | – | – | 17,480(6) | $2,022,786(6) | – | – | | 3/1/2024 | – | – | – | – | 11,326(6) | $1,310,645(6) | – | – | | 2/8/2024 | – | 18,400 | $91.04 | 2/7/2034 | 2,250(7) | $260,370(7) | 8,790 | $1,017,179 | | 2/8/2023 | – | 12,600 | $97.65 | 2/7/2033 | 2,400(7) | $277,728(7) | 4,770 | $551,984 | | 2/15/2022 | – | 6,800 | $94.04 | 2/14/2032 | 3,871(7) | $447,952(7) | 2,459 | $284,498 | | 2/4/2020 | 11,973 | – | $90.73 | 2/3/2030 | – | – | – | – | | S. Timm | | | | | | | | | | 2/8/2024 | – | 82,400 | $91.04 | 2/7/2034 | – | – | 59,320 | $6,864,510 | | 2/8/2023 | – | 64,800 | $97.65 | 2/7/2033 | – | – | 49,160 | $5,688,795 | | 2/15/2022 | – | 96,700 | $94.04 | 2/14/2032 | – | – | 35,096 | $4,061,251 | | 2/20/2020 | – | – | – | – | 12,386(6) | $1,433,308(6) | – | – |

  228. Grants of Plan-Based Awards

    OPTIONS EXERCISED AND STOCK VESTED

  229. Grants of Plan-Based Awards

    | (1) SARs scheduled to vest on the third anniversary of the grant date, subject to the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. SARs granted on February 15, 2022, vested on February 15, 2025. | | (2) The exercise price of each SAR is equal to the NYSE closing price of RTX Common Stock on the grant date. However, for SARs granted prior to April 3, 2020, exercise prices shown were adjusted upon the spinoffs of Carrier and Otis, in accordance with plan rules and the Employee Matters Agreement, as amended. | | (3) Calculated by multiplying the number of unvested RSUs by the NYSE closing price of RTX Common Stock on the last trading day of 2024. | | (4) PSUs scheduled to vest following the three-year performance/time-based vesting period. Vesting is subject to Company performance relative to preestablished performance goals and the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. PSUs are settled following the HCC Committee’s certification of performance achievement levels. Pursuant to SEC rules, the number of shares shown with respect to PSU awards granted in 2023 and 2024 assumes maximum-level performance, based on vesting estimates as of December 31, 2024. For PSUs granted on February 15, 2022, a performance factor of 110% is shown, reflecting the number of shares that vested on February 15, 2024. | | (5) Calculated by multiplying the number of unvested PSUs by the NYSE closing price of RTX Common Stock on the last trading day of 2024. | | (6) ELG RSUs vest in the event of a qualifying separation (as defined under the ELG program and detailed on pages 64-65), death or disability. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. | | (7) RSUs scheduled to vest on the third anniversary of the grant date, subject to the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. RSUs granted on February 15, 2021, vested on February 15, 2025. |

  230. Options Exercised and Stock Vested

    Options Exercised and Stock Vested

  231. Options Exercised and Stock Vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | C. Calio | 16,003 | $516,555 | 51,384 | $4,677,999 | | N. Mitchill, Jr. | 26,132 | $641,396 | 40,629 | $3,905,030 | | G. Hayes | 765,680 | $24,987,899 | 212,927 | $19,384,874 | | S. Eddy | 7,406 | $41,528 | 17,926 | $1,631,983 | | P. Jasper | – | – | 17,545 | $1,601,265 | | T. Brunk | 21,140 | $656,321 | 3,692 | $339,555 | | S. Timm | 156,892 | $4,026,078 | 30,677 | $2,792,834 |

  232. Options Exercised and Stock Vested

    | (1) RTX SARs exercised during 2024. In addition, Mr. Mitchill exercised 8,938 Carrier SARs for a gain of $352,275, and Mr. Eddy exercised 11,917 Carrier SARs for a gain of $541,655 and 13,874 Otis SARs for a gain of $496,507. These values are not included in the table above. | | (2) Calculated by multiplying the number of RTX SARs exercised by the difference between the market price of RTX Common Stock on the exercise date and the exercise price of the award. | | (3) PSUs and RSUs that vested in 2024, including shares withheld to cover U.S. Social Security and Medicare taxes due during the year as a result of the executive attaining retirement eligible status under the terms of RTX RSU awards. | | (4) Calculated by multiplying the number of vested stock awards by the market price of RTX Common Stock on the vest date. Messrs. Brunk and Timm deferred $269,569 and $1,885,803, respectively, of their 2021 PSUs into the RTX PSU Deferral Plan (see pages 77-78). |

  233. Pension Benefits

    Pension Benefits Overview of Plans. Like many other RTX employees, some of our NEOs were previously employed by companies that we acquired over the years. Benefit accruals earned under the Company’s pension plans depend upon the employee’s legacy company, the date the employee was hired and the pension formula in use at the time of the accrual. For our current NEOs, the following Company pension plans apply: RTX Consolidated Pension Plan: A tax-qualified, defined benefit plan that is an accumulation of all qualified pension plans of our legacy companies.

  234. Pension Benefits

    | ● | For legacy UTC participants, such as Messrs. Calio, Hayes and Eddy, annual compensation and annual retirement benefits up to IRC limits are recognized through December 31, 2019, the date the relevant plan was frozen. | | ● | For legacy Rockwell Collins participants, such as Messrs. Jasper, Brunk and Timm, annual compensation and annual retirement benefits up to IRC limits are recognized through September 30, 2006, the date the relevant plan was frozen. |

  235. Pension Benefits

    UTC Pension Preservation Plan (“UTC PPP”): An unfunded, nonqualified defined benefit plan that mirrors the benefit formulas, retirement eligibility provisions and vesting requirements that applied to legacy UTC and Rockwell Collins participants, respectively, under the RTX Consolidated Pension Plan, but provides benefits that could not be accrued under the qualified plan due to IRC limits. The Rockwell Collins Non-Qualified Pension Plan was merged into the UTC PPP in 2018. Benefit formulas under the UTC PPP were frozen at the same time as their equivalent qualified pension plans.

  236. Pension Formula

    he same time as their equivalent qualified pension plans. Pension Formula Legacy UTC: Legacy UTC employees hired prior to July 1, 2002, were eligible for a final average earnings (“FAE”) formula through December 31, 2014. After that, they transitioned to a Cash Balance formula (which was already in use for those hired on or after July 1, 2002, and before January 1, 2010). The legacy UTC pension plans were frozen on December 31, 2019. There was no pension benefit for those hired in 2010 or later. Mr. Hayes accrued benefits under both the FAE and Cash Balance formulas, while Messrs. Calio and Eddy accrued benefits under the Cash Balance formula only. Mr. Mitchill was hired after January 1, 2010, and was never eligible to participate in the legacy UTC pension plans. The legacy UTC FAE formula and Cash Balance formula are described in detail in our prior proxy statements. Legacy Rockwell Collins: For legacy Rockwell Collins employees, like Messrs. Jasper, Brunk and Timm, benefits were accrued under an FAE formula under the frozen Rockwell Collins qualified and nonqualified pension plans. Other formula: For Mr. Hayes, benefits shown in the table on page 76 also include amounts accrued under a FAE formula used in a Sundstrand Corporation pension plan that was merged into the legacy UTC pension plan upon UTC’s acquisition of Sundstrand Corporation in 1999. Distribution Options. Under the RTX Consolidated Pension Plan, legacy UTC participants can take distributions as either a lump sum or as annuity payments, while annuity payments are the only option for legacy Rockwell Collins participants. Under the UTC PPP, in addition to lump-sum and annuity payments, legacy UTC participants may elect annual installments over periods between two and ten years. For legacy Rockwell Collins participants of the UTC PPP, a lump-sum option is available on the post-2004 portion of the benefit, in addition to monthly annuity options. The form of payment for nonqualified plans is generally required to be elected in advance of leaving the Company. Retirement. For both legacy UTC and Rockwell Collins participants, the normal retirement age is 65, with early retirement benefits available under the FAE formula beginning at age 55. FAE benefits are reduced for early retirement prior to age 62. The value of the legacy UTC Cash Balance account is not impacted by an employee’s age at retirement. As of December 31, 2024, Messrs. Hayes, Jasper, Brunk and Timm were eligible for early

  237. Pension Formula

    tirement under the FAE formula of their respective plans. | Name | Plan Name | Number of Years of Credited Service (#) | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | C. Calio(2) | RTX Consolidated Pension Plan | 15 | $272,477 | – | | | UTC Pension Preservation Plan | 15 | $229,318 | – | | | Total | | $501,795 | – | | N. Mitchill, Jr.(3) | RTX Consolidated Pension Plan | – | – | – | | | UTC Pension Preservation Plan | – | – | – | | | Total | | – | – | | G. Hayes(2) | RTX Consolidated Pension Plan | 30 | $1,466,699 | – | | | UTC Pension Preservation Plan | 30 | $13,850,008 | – | | | Total | | $15,316,707 | – | | S. Eddy(2) | RTX Consolidated Pension Plan | 6 | $170,967 | – | | | UTC Pension Preservation Plan | – | – | – | | | Total | | $170,967 | – | | P. Jasper(4) | RTX Consolidated Pension Plan | 15 | $322,705 | – | | | UTC Pension Preservation Plan | 15 | $10,332 | – | | | Total | | $333,037 | – | | T. Brunk(4) | RTX Consolidated Pension Plan | 15 | $183,168 | – | | | UTC Pension Preservation Plan | – | – | – | | | Total | | $183,168 | – | | S. Timm(4) | RTX Consolidated Pension Plan | 10 | $203,320 | – | | | UTC Pension Pre

  238. Pension Formula

    rvation Plan | – | – | – | | | Total | | $203,320 | – | | (1) The assumptions used to determine the present value of the accumulated pension benefit under the Company’s pension plans are generally consistent with those described in Note 10: Employee Benefit Plans, to the Consolidated Financial Statements in RTX’s 2024 Form 10-K. More specifically, discount rates ranging from 5.53% to 5.65% for the various pension plans, Pri-2012 mortality table with a plan-specific adjustment and MP-2021 to project future improvements are used. | | (2) The following additional assumptions are used to determine the present value of the accumulated pension benefit under the legacy UTC pension plans: (i) retirement at age 62 (or current age, if older) for FAE benefits (the earliest date a participant can retire without a reduction of benefits due to age) and at age 65 for Cash Balance benefits; (ii) projected lump-sum payments under the UTC Pension Preservation Plan are calculated using a lump-sum interest rate of 2.26% for Mr. Hayes; and (iii) the amounts shown assume the following forms of payment: (a) 70% in a monthly annuity and 30% in a lump-sum payment for benefits accrued under the FAE formula of the RTX Consolidated Pension Plan; (b) a lump-sum payment for benefits accrued under the Cash Balance formula of the RTX Consolidated Pension Plan and the UTC Pension Preservation Plan; and (c) payments are based on participant’s elections under the FAE formula of the UTC Pension Preservation Plan. | | (3) Mr. Mitchill was hired after January 1, 2010, and therefore does not participate in the legacy UTC pension plans. | | (4) The present value of the accumulated benefits shown for Messrs. Jasper, Brunk and Timm are based on benefits earned under the legacy Rockwell Collins qualified and nonqualified defined benefit pension plans, which were frozen on September 30, 2006, and have since merged into the RTX Consolidated Pension Plan and the UTC Pension Preservation Plan, respectively. The number of years of credited service reflects the years of service they had when the plans were frozen. Benefit calculations are based on age, years of service and average annual base salary and annual incentives. All of Messrs. Timm’s and Brunk’s nonqualified pension benefits, and a portion of Mr. Jasper’s nonqualified pension benefit, were previously distributed upon UTC’s acquisition of Rockwell Collins in a lump-sum payment in accordance with the change-in-control provisions in that plan. The following additional assumptions are also used: (i) retirement at age 62, the earliest date a participant can retire without a reduction of benefits due to

  239. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Active Plans. RTX maintains the following nonqualified deferred compensation plans that remain open to new contributions.

  240. Nonqualified Deferred Compensation

    | Plan Name | Description | | RTX Corporation Compensation Deferral Plan (“RTX CDP”) | The RTX CDP is an unfunded, nonqualified defined contribution plan that opened on January 1, 2023 and provides eligible employees an opportunity to defer up to 50% of base salary and/or 80% of annual incentive awards. Participants receive Company matching and Company retirement contributions (if eligible) once they can no longer receive these contributions into the qualified RTX Corporation Savings Plan due to IRC limits. Participants who accrue benefits under a Company-sponsored pension plan are not eligible for Company retirement contributions into this plan. The RTX CDP also provides missed Company matching and Company retirement contributions (if applicable) for employees who have not reached the annual IRC compensation limit, but whose contributions to the qualified RTX Corporation Savings Plan exceed the IRC annual contributions limit for the year. Participants are immediately vested in their own deferrals and vest in Company contributions upon the earlier of two years of service with the Company or reaching age 65. Distributions of Company contributions begin upon a separation of service. Participants may elect to begin distributions of employee deferrals either upon separation of service from the Company or upon a future date selected by the participant (which may be no earlier than five years from the date the election was made). RTX CDP balances are distributed in cash, in a lump-sum payment or in annual installments over periods ranging from two to 15 years per the participant’s election. | | RTX Corporation PSU Deferral Plan (“RTX PSU Deferral Plan”) | The RTX PSU Deferral Plan is an unfunded, nonqualified deferred compensation arrangement that enables executives to defer between 10% and 100% of their vested PSU awards that would otherwise be settled in unrestricted shares of RTX Common Stock. The deferred portion of the PSU award is converted into deferred stock units that accrue dividend equivalents. Participants may elect to receive distributions from the plan in a lump sum or in two to 15 annual installments, either upon separation of service from the Company or at a future date selected by the participant (which may be no earlier than five years from the year the PSUs are deferred). Distributions are made in whole shares of RTX Common Stock with any fractional units paid in cash. |

  241. Nonqualified Deferred Compensation

    Closed Plans. Some of our NEOs were previously employed by companies that we acquired over the years, and thus retain balances in nonqualified deferred compensation plans of these acquired companies that have since been closed to new contributions. In addition, we have closed some of our legacy plans to allow for consistent benefits regardless of an employee’s legacy employer. Our NEOs hold balances in the following closed nonqualified deferred compensation plans: (i) UTC Company Automatic Contribution Excess Plan, which closed on December 31, 2022; (ii) UTC Deferred Compensation Plan, which closed on December 31, 2022; (iii) UTC Savings Restoration Plan, which closed on December 31, 2022; (iv) Sundstrand Corporation Deferred Compensation Plan, which closed in 1999; (v) Rockwell Collins Non-Qualified Savings Plan, which closed on December 31, 2019; and (vi) Rockwell Collins Deferred Compensation Plan, which closed on December 31, 2019. Details on these plans can be found in our previous proxy statements.

  242. Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | C. Calio | RTX Compensation Deferral Plan | $150,075 | $261,243 | $49,904 | $0 | $884,599 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $13,203 | $0 | $324,819 | | | UTC Savings Restoration Plan | $0 | $0 | $127,729 | $0 | $705,967 | | N. Mitchill, Jr. | RTX Compensation Deferral Plan | $115,688 | $160,763 | $68,111 | $0 | $666,464 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $15,399 | $0 | $378,825 | | | UTC Savings Restoration Plan | $0 | $0 | $171,396 | $0 | $966,598 | | G. Hayes | RTX Compensation Deferral Plan | $223,731 | $447,461 | $386,194 | $0 | $2,194,126 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $171,896 | $0 | $1,630,308 | | | UTC Deferred Compensation Plan | $0 | $0 | $239,388 | $0 | $827,325 | | | UTC Savings Restoration Plan | $0 | $0 | $2,185,019 | $0 | $9,497,417 | | | Sundstrand Corporation Deferred Compensation Plan | $0 | $0 | $43,562 | -$16,712 | $732,009 |

  243. Nonqualified Deferred Compensation

    | Name | Plan | Executive Contributions in Last FY ($)(1) | Registrant Contributions in Last FY ($)(2) | Aggregate Earnings in Last FY ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(4) | | S. Eddy | RTX Compensation Deferral Plan | $132,933 | $142,066 | $81,476 | $0 | $659,588 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $50,997 | $0 | $364,166 | | | UTC Savings Restoration Plan | $0 | $0 | $183,303 | $0 | $904,618 | | P. Jasper | RTX Compensation Deferral Plan | $40,108 | $99,587 | $48,978 | $0 | $370,703 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $21,787 | $0 | $191,994 | | | UTC Savings Restoration Plan | $0 | $0 | $59,890 | $0 | $342,152 | | | Rockwell Collins Deferred Compensation Plan | $0 | $0 | $20,853 | $0 | $200,966 | | | Rockwell Collins Non-Qualified Savings Plan | $0 | $0 | $218,919 | $0 | $1,146,311 | | T. Brunk | RTX Compensation Deferral Plan | $141,202 | $75,232 | $83,077 | $0 | $756,540 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $27,378 | $0 | $139,994 | | | UTC Savings Restoration Plan | $0 | $0 | $34,974 | $0 | $150,081 | | | UTC Deferred Compensation Plan | $0 | $0 | $144,162 | $0 | $721,033 | | | RTX PSU Deferral Plan | $258,524 | $0 | $77,691 | $0 | $336,215 | | | Rockwell Collins Non-Qualified Savings Plan | $0 | $0 | $7,159 | $0 | $38,526 | | S. Timm | RTX Compensation Deferral Plan | $88,846 | $152,181 | $161,504 | $0 | $1,402,222 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $33,472 | $0 | $258,542 | | | UTC Savings Restoration Plan | $0 | $0 | $51,647 | $0 | $216,539 | | | UTC Deferred Compensation Plan | $0 | $0 | $104,133 | $0 | $1,127,117 | | | RTX PSU Deferral Plan | $1,838,616 | $0 | $552,532 | $0 | $2,391,148 | | | Rockwell Collins Non-Qualified Savings Plan | $0 | $0 | $9,644 | $0 | $57,403 |

  244. Nonqualified Deferred Compensation

    | (1) Amounts shown are included in the Salary and Bonus columns of the Summary Compensation Table on page 69, except for contributions into the RTX PSU Deferral Plan, which are included in the Options Exercised and Stock Vested table on page 74. | | (2) Amounts shown are included in the All Other Compensation column of the Summary Compensation Table on page 69. | | (3) Amounts shown reflect hypothetical investment returns (less fees, if applicable) based on fixed income, bond and equity indices selected by the participant. Participants also may elect RTX stock units with dividend reinvestments (except under the UTC Company Automatic Contribution Excess Plan and the Sundstrand Corporation Deferred Compensation Plan). These returns do not constitute above-market earnings, except for $17,732 credited to Mr. Hayes under the closed Sundstrand Corporation Deferred Compensation Plan, which is included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table on page 69. | | (4) The sum of contributions (by both the executive and RTX) and credited earnings on those prior deferrals, less withdrawals. Of these totals, the following amounts have been included in the Summary Compensation Table in prior years: Mr. Calio, $834,678; Mr. Mitchill, $933,573; Mr. Hayes, $6,406,466; and Mr. Timm, $4,291,643. |

  245. Potential Payments upon Termination or Change-in-Control

    Potential Payments upon Termination or Change-in-Control Descriptions of our Executive Leadership Group (“ELG”) program, the change-in-control benefit provided under the legacy UTC Senior Executive Severance Plan and the RTX Corporation Long-Term Incentive Plan (“RTX LTIP”), are provided on pages 64-65.

  246. GREGORY J. HAYES

    ance as of December 31, 2024, and actual performance is used for the 2022 PSUs. | GREGORY J. HAYES The table below shows the estimated value of payments and benefits that Mr. Hayes would have been entitled to receive had his em

  247. GREGORY J. HAYES

    oyment terminated on December 31, 2024, under various hypothetical circumstances. | | Involuntary Separation (for Cause)(1) | Involuntary Separation (without Cause)(2) | Voluntary Separation(3) | Separation following a Change-in-Control(4) | | Cash Payment(5)(6) | $0 | $5,837,500 | $4,187,500 | $3,911,188 | | Pension(7) | $0 | $0 | $0 | $0 | | Health & Welfare Continuation(8) | $0 | $26,353 | $0 | $26,353 | | Accrued Paid Time Off | $0 | $0 | $0 | $0 | | Option Awards(9) | $0 | $11,219,929 | $11,219,929 | $15,738,837 | | Stock Awards(9) | $0 | $35,851,213 | $

  248. GREGORY J. HAYES

    ,851,213 | $51,105,424 | | Total | $0 | $52,934,995 | $51,258,642 | $70,781,801 | | (1) Outstanding LTI awards would be forfeited, and no cash benefit would be payable upon an involuntary separation for cause. | | (2) As of December 31, 2024, Mr. Hayes had attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of an involuntary separation (without cause), his annual LTI awards would receive the beneficial treatment reserved for retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs and RSUs would vest; and (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company performance goals. Annual LTI awards outstanding for less than one year would be forfeited. | | (3) As of December 31, 2024, Mr. Hayes had attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of a voluntary separation from the Company, his annual LTI awards would receive the beneficial treatment reserved for retirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (i) SARs and RSUs would vest; and (ii) PSUs would remain eligible to vest on the original vesting date, subject to the achievement of Company performance goals. Annual LTI awards outstanding for less than one year would be forfeited. | | (4) In the event of a qualifying termination within two years of an RTX change-in-control, Mr. Hayes would receive severance under the legacy UTC Senior Executive Severance Plan (as described on page 65) and all outstanding awards would vest in accordance with the RTX LTIP, including PSUs, which would vest at the greater of actual or target performance. The severance benefit provided under the legacy UTC Senior Executive Severance Plan is equal to 2.99 times the sum of base salary and target annual incentive award for the year of termination, and is reduced by 1/36th for each month that termination occurs after age 62 and, accordingly, is completely phased out at age 65. | | (5) Mr. Hayes remains eligible for benefits under an earlier version of the ELG program. Under the terms of his ELG agreement, upon a qualifying separation from the Company (as defined under the ELG agreement and detailed on pages 64-65), he is eligible to receive a cash payment equal to 2.5 times base salary. As of December 31, 2024, Mr. Hayes met the definition of qualifying separation under the terms of his ELG agreement, and would therefore receive this benefit in the case of an involuntary (without cause) or voluntary separation from the Company. Upon Mr. Hayes’ future qualifying separation from employment, this benefit will be determined based on Mr. Hayes’ base salary in effect at the time he stepped down from the role of CEO. | | (6) Upon an involuntary separation (not for cause) or a qualifying separation following a change-in-control, the Company provides a pro rata portion of target annual incentive awards for the period of time employed during the plan year. Since this table assumes a December 31, 2024 separation, a full-year 2024 target annual incentive award is shown. | | (7) An estimated lump-sum present value of the qualified and nonqualified pension benefits payable to Mr. Hayes upon separation from the Company can be found in the Pension Benefits table on page 76. | | (8) Upon an involuntary separation (not for cause), or a qualifying separation following a change-in-control, the Company provides one year of continuation of health and welfare benefits. Amounts shown reflect the estimated cost of one year of health and welfare benefit continuation based on elections as of December 31, 2024. | | (9) Reflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 2024 ($115.72). Where included, the 2024 and 2023 PSUs assume maximum-level performance based on estima

  249. STEPHEN J. TIMM

    | CEO Pay Ratio |

  250. CEO PAY RATIO

    CEO PAY RATIO CALCULATING THE RATIO

  251. METHODOLOGY

    | Summary Compensation Table Component | Compensation for CEO Pay Ratio | Explanation | | Base Salary | $1,450,000 | Annualized salary. The actual salary paid in 2024 was $1,182,500, as disclosed in the SCT. | | Bonus | $2,892,750 | Target AIP annualized for full year multiplied by the Corporate performance factor. | | Stock Awards | $8,315,559 | Same value as SCT, since LTI awards were made in consideration of the expected CEO transition. | | Option Awards | $5,379,072 | Same value as SCT, since LTI awards were made in consideration of the expected CEO transition. | | Change in Pension Value and Non-Qualified Deferred Compensation Earnings | $0 | Mr. Calio had no compensation attributable to a Change in Pension Value and Non-Qualified Deferred Compensation Earnings during 2024. | | All Other Compensation | $384,017 | Company contributions to defined contribution plans are annualized for Mr. Calio’s base salary in effect on May 2, 2024. All other elements reported in All Other Compensation are not annualized. | | Total | $18,421,398 | |

  252. Comparing RTX’s Ratio to Other Companies

    | Pay versus Performance |

  253. Comparing RTX’s Ratio to Other Companies

    | Background The following section provides information regarding executive pay and performance in accordance with the SEC’s pay versus performance (“PvP”) disclosure rules. These rules require disclosure of compensation paid to our NEOs using a measure called Compensation Actually Paid (“CAP”), as well as disclosure of certain aspects of Company performance. This section does not reflect how the Human Capital & Compensation Committee (the “HCC Committee”) makes executive compensation decisions. In addition, this section generally uses different metrics from those used in our compensation plans, as discussed below. Refer to page 4 for additional details on how we align pay with performance, and page 44 for the Guiding Principles that underpin how the HCC Committee approaches executive compensation program design. |

  254. Pay versus Performance Table—Compensation Definitions

    Pay versus Performance Table—Compensation Definitions The table below outlines the differences between the values reported in the Summary Compensation Table on page 69 and the SEC-mandated CAP calculation:

  255. Pay versus Performance Table—Compensation Definitions

    | Summary Compensation Table (“SCT”) | Basic Concept | ● Includes a mix of compensation earned during the year (e.g., base salary and annual incentives) and estimated future pay opportunities (e.g., LTI and pension benefits). ● Uses accounting conventions to estimate the fair value of LTI awards on the grant date, which can significantly differ from the value ultimately realized by the NEO. ● Includes aggregate change in the actuarial present value of pension benefits, which is impacted by various economic actuarial assumptions that do not necessarily represent the additional benefit earned by the NEO during the year. | | | How it is calculated | ● Base salary paid during the year ● Annual incentives earned for the applicable year’s performance ● Grant date accounting fair value of LTI awards granted during the year, which reflects the HCC Committee’s evaluation of the prior year’s performance ● Change in the actuarial present value of pension benefits, plus above market earnings on nonqualified deferred compensation ● All other compensation | | Compensation Actually Paid | Basic Concept | ● Like the SCT, includes a mix of compensation earned during the year (e.g., base salary and annual incentives), and estimated future pay opportunities (e.g., LTI and pension benefits). ● Uses the same accounting conventions as the SCT to estimate the value of LTI. However, the CAP LTI values represent a year-over-year change in the accounting values of unvested LTI awards, LTI awards that vested or forfeited during the year, as well as the year-end valuation for LTI awards granted during the year. For SARs, this accounting value at vesting does not represent the actual value realized by the NEO, which will ultimately be determined when the NEO exercises vested SARs. ● Includes the pension benefit service cost for the year, which seeks to neutralize the effect of certain economic actuarial assumptions and more closely estimates the amount actually earned by the NEO during the relevant year. | | | How it is calculated | ● Base salary paid during the year ● Annual incentives earned for the applicable year’s performance ● Change in accounting fair value of LTI awards that are unvested as of year-end and that vested or forfeited during the year (vs. prior year-end values), fair value at year-end of awards granted during the year, plus any cash dividends paid on these awards during the year ● Current year service cost of pension benefits and any prior year service cost of pension benefits (if a plan amendment occurred during the year), plus above-market earnings on nonqualified deferred compensation ● All other compensation |

  256. Pay versus Performance Table

    Pay versus Performance Table The required SEC tabular disclosure for the Company’s Principal Executive Officers (“PEOs”) and average NEOs (excluding the PEOs) is set forth below:

  257. Pay versus Performance Table

    | Year(1) (a) | Summary Compensation Table Total for PEO (Hayes) (b) | Compensation Actually Paid to PEO (Hayes)(2)(4)(5) (c) | Summary Compensation Table Total for PEO (Calio) (d) | Compensation Actually Paid to PEO (Calio)(2)(4)(5) (e) | Average Summary Compensation Table Total for Non-PEO NEOs (f) | Average Compensation Actually Paid to Non-PEO NEOs(3)(4)(5) (g) | Value of Initial Fixed $100 Investment Based on: | | | | | | | | | | | | Total Shareowner Return(6) (h) | Peer Group Total Shareowner Return(6) (i) | Net Income (GAAP)(7) (j) | Adjusted Earnings Per Share(8) (k) | | 2024 | $14,598,458 | $48,639,528 | $18,004,831 | $43,160,374 | $6,119,056 | $14,130,506 | $145.10 | $133.14 | $4,774 | $6.26 | | 2023 | $21,929,459 | -$3,811,432 | – | – | $8,225,337 | $267,298 | $103.08 | $116.38 | $3,195 | $5.06 | | 2022 | $22,609,036 | $45,201,677 | – | – | $7,597,628 | $12,510,354 | $120.47 | $109.00 | $5,216 | $4.78 | | 2021 | $23,316,063 | $39,680,968 | – | – | $9,666,013 | $11,257,846 | $100.38 | $92.87 | $3,897 | $4.27 | | 2020 | $20,970,890 | $5,272,381 | – | – | $6,600,910 | $2,373,738 | $81.44 | $82.03 | - $3,109 | $2.73 |

  258. Pay versus Performance Table

    | (1) The PEOs for 2024 were Gregory J. Hayes and Christopher T. Calio, and for 2023-2020, the PEO was Gregory J. Hayes. The NEOs in the 2024 reporting year are: Neil G. Mitchill, Jr., Shane G. Eddy, Philip J. Jasper, Troy D. Brunk and Stephen J. Timm. The NEOs in the 2023 and 2022 reporting years were: Neil G. Mitchill, Jr., Christopher T. Calio, Stephen J. Timm and Wesley D. Kremer. The NEOs in the 2021 reporting year were: Neil G. Mitchill, Jr., Christopher T. Calio, Stephen J. Timm, Michael R. Dumais, Anthony F. O’Brien III and Thomas A. Kennedy. The NEOs in the 2020 reporting year were: Neil G. Mitchill, Jr., Stephen J. Timm, Michael R. Dumais, Charles D. Gill, Jr., Robert K. Ortberg and Anthony F. O’Brien III. |

  259. Pay versus Performance Table

    | (2) The following amounts were deducted from and added to the SCT to arrive at the CAP for each of the applicable years for the PEO, as shown in columns (c) and (e): |

  260. Pay versus Performance Table

    | | 2024 (Hayes) | 2024 (Calio) | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table | $14,598,458 | $18,004,831 | $21,929,459 | $22,609,036 | $23,316,063 | $20,970,890 | | Stock Awards | $6,159,916 | $8,315,559 | $9,772,488 | $9,352,104 | $11,740,098 | $7,417,686 | | Option Awards | $3,984,256 | $5,379,072 | $6,586,686 | $6,425,871 | $2,815,812 | $7,178,289 | | Change in Present Value of Pension Benefits | $0 | $0 | $0 | $0 | $1,513,140 | $1,563,318 | | Total Deductions from SCT | $10,144,172 | $13,694,631 | $16,359,174 | $15,777,975 | $16,069,050 | $16,159,293 | | Fair Value of Awards Granted During Year and Unvested as of Year-End | $18,658,660 | $25,189,252 | $9,249,682 | $18,142,022 | $23,685,247 | $10,808,662 | | Fair Value of Awards Granted and Vested During the Year | $0 | $0 | $0 | $0 | $0 | $0 | | Change in Fair Value of Prior Year Awards Unvested as of Year-End | $23,409,788 | $13,150,013 | - $17,590,182 | $15,968,806 | $8,869,318 | - $10,886,768 | | Change in Fair Value of Prior Year Awards that Vested During Year | $2,116,794 | $510,909 | - $1,041,217 | $4,259,788 | - $120,609 | $538,890 | | Change in Fair Value of Prior Year Awards that Forfeited During Year | $0 | $0 | $0 | $0 | $0 | $0 | | Dividends/Other Earnings Paid on Unvested Awards During Year | $0 | $0 | $0 | $0 | $0 | $0 | | Service Cost of Pension Benefits | $0 | $0 | $0 | $0 | $0 | $0 | | Prior Service Cost of Pension Benefits | $0 | $0 | $0 | $0 | $0 | $0 | | Total Additions to CAP | $44,185,242 | $38,850,174 | -$9,381,717 | $38,370,616 | $32,433,955 | $460,784 | | Compensation Actually Paid | $48,639,528 | $43,160,374 | -$3,811,432 | $45,201,677 | $39,680,968 | $5,272,381 |

  261. Pay versus Performance Table

    | (3) The following amounts were deducted from and added to the SCT to arrive at the CAP for each of the applicable years for the average non-PEO NEOs, as shown in column (g): |

  262. Pay versus Performance Table

    | | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table | $6,119,056 | $8,225,337 | $7,597,628 | $9,666,013 | $6,600,910 | | Stock Awards | $2,790,237 | $3,294,564 | $3,219,892 | $4,389,543 | $1,700,332 | | Option Awards | $1,414,835 | $2,221,250 | $2,212,775 | $1,093,639 | $1,161,641 | | Change in Present Value of Pension Benefits | $850 | $462,721 | $0 | $1,461,448 | $1,033,681 | | Total Deductions from SCT | $4,205,922 | $5,978,534 | $5,432,667 | $6,944,629 | $3,895,654 | | Fair Value of Awards Granted During Year and Unvested as of Year-End | $7,285,983 | $3,118,865 | $6,246,737 | $6,453,006 | $2,565,703 | | Fair Value of Awards Granted and Vested During the Year | $0 | $0 | $0 | $0 | $0 | | Change in Fair Value of Prior Year Awards Unvested as of Year-End | $4,596,314 | - $5,105,124 | $3,459,419 | $1,880,243 | - $1,528,238 | | Change in Fair Value of Prior Year Awards that Vested During Year | $335,076 | - $150,609 | $440,110 | $104,110 | - $918,897 | | Change in Fair Value of Prior Year Awards that Forfeited During Year | $0 | $0 | $0 | - $326,443 | $0 | | Dividends/Other Earnings Paid on Unvested Awards During Year | $0 | $26,113 | $30,377 | $99,047 | $11,581 | | Service Cost of Pension Benefits | $0 | $131,250 | $168,750 | $326,500 | $38,667 | | Prior Service Cost of Pension Benefits | $0 | $0 | $0 | $0 | - $500,333 | | Total Additions to CAP | $12,217,373 | - $1,979,504 | $10,345,393 | $8,536,463 | - $331,518 | | Compensation Actually Paid | $14,130,506 | $267,298 | $12,510,354 | $11,257,846 | $2,373,738 |

  263. Pay versus Performance Table

    | (4) The fair value of SARs reported for CAP purposes in columns (c), (e) and (g) is estimated using a binomial lattice model for the purposes of disclosure in accordance with the SEC’s PvP rules. The following table shows the assumptions used to determine the fair value for SARs granted between 2017 and 2024 at various dates, as required to calculate CAP. Lattice-based option models incorporate ranges of assumptions for inputs; those ranges are as follows: |

  264. Pay versus Performance Table

    | Grant Year | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | 2017 | | Volatility | 27.90% | 28.78%–31.39% | 23.79%–32.00% | 24.68%–35.00% | 27.99%–33.92% | 19.76%–31.85% | 20.14%–33.33% | 9.91%–19.65% | | Expected life (in years) | 5.97 | 4.98–6.31 | 4.00–5.64 | 3.81–5.79 | 3.60–6.47 | 3.51–6.15 | 3.75–4.65 | 3.52–3.65 | | Expected dividend yield | 2.18% | 2.18%–2.80% | 2.17%–2.80% | 2.18%–2.80% | 2.17%–2.66% | 1.91%–2.83% | 1.99%–2.83% | 1.92%–1.96% | | Risk-free rate | 4.38% | 3.81%–4.33% | 3.81%–4.28% | 0.76%–4.71% | 0.57%–4.16% | 0.32%–2.84% | 0.24%–1.67% | 1.55%–1.64% |

  265. Pay versus Performance Table

    | (5) The fair value of PSUs reported for CAP purposes in columns (c), (e) and (g) assumes actual performance results (if known) or estimated performance results as of the end of each reporting year for internal metrics (i.e., EPS and ROIC), and the Monte Carlo value of target-level performance for the market metrics (i.e., TSR vs. companies in the S&P 500 Index and TSR vs. Core A&D Peers), in accordance with FASB ACS 718. PSUs will ultimately vest based on measured performance through the end of the three-year performance period for all metrics. |

  266. Pay versus Performance Table

    | (6) Reflects TSR indexed to $100 per share for RTX and the S&P 500 Aerospace & Defense Industry Index, which is the industry line peer group reported in our 2024 Form 10-K. See page 92 for the TSR measurement periods used for each reporting year. |

  267. Pay versus Performance Table

    | (7) Values shown are in millions. 2020 GAAP net income includes $438 million for Q1 for UTC pre-Merger (excluding net income generated by Carrier and Otis, which were spun off from UTC on April 3, 2020), and RTX’s post-Merger value of -$3,547 million for Q2–Q4. |

  268. Pay versus Performance Table

    | (8) The value shown for 2024 reflects the 2024 Adjusted EPS used to calculate performance for the 2022-2024 PSUs, as defined in Appendix B of our Proxy Statement filed on March 13, 2023. Adjusted EPS for 2023 and 2022 are detailed in Appendix A of this Proxy Statement on pages 111-113. Adjusted EPS shown for 2021 is detailed in Appendix A of our Proxy Statement filed on March 14, 2022. Adjusted EPS shown for 2020 includes $1.38 per share for Q1 for UTC pre-Merger (excluding earnings generated by Carrier and Otis, which were spun off from UTC on April 3, 2020), and RTX’s post-Merger value of $1.69 for Q2–Q4. |

  269. Pay versus Performance Table

    RELATIONSHIP BETWEEN CAP AND TSR