DEF 14A of RTX Corp
Filed Mar 9, 2026 · FY20250001308179-26-000036
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| Report of the Human Capital & Compensation Committee | 63 | | Compensation Tables | 64 | | CEO Pay Ratio | 78 | | Pay versus Performance | 80 | | AUDIT | | | Audit Committee Report | 87 | | Proposal 3 Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2026 | 88 | | OTHER SHAREOWNER INFORMATION | | | Frequently Asked Questions About the Annual Meeting | 90 | | Other Important Information | 96 | | APPENDICES | | | Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures | 99 | | Appendix B: Performance Metrics Used in Incentive Compensation Plans | 102 |
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. |
2025 Pay Decisions
2025 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. 2025 total direct compensation for each NEO includes 2025 base salary, 2025 annual incentives paid in the first quarter of 2026 and the LTI grant values approved by the HCC Committee in February 2026, which were based on its assessment of 2025 performance and the competitive market pay for each NEO’s role. The February 2025 LTI award grant date fair values (accounting values at the time of grant) shown in the Summary Compensation Table on page 64 reflect the HCC Committee’s assessment of 2024 performance and the competitive market pay for each NEO’s role at the time of grant. 2025 LTI is, therefore, excluded from 2025 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 47-51, and on total direct compensation, see page 53. The table below shows 2025 total direct compensation for our NEOs, as described above.
2025 PAY DECISIONS AND PAY MIX
| | Base Salary | Annual Incentive | LTI | Base Salary ($K) | Annual Incentive ($K) | LTI ($K)(1) | Total ($K) | | Christopher T. Calio | | | | $1,550 | $5,100 | $21,000 | $27,650 | | Neil G. Mitchill, Jr. | | | | $1,100 | $2,525 | $7,500 | $11,125 | | Philip J. Jasper | | | | $835 | $1,540 | $4,750 | $7,125 | | Shane G. Eddy | | | | $840 | $1,425 | $4,500 | $6,765 | | Troy D. Brunk | | | | $790 | $1,320 | $4,500 | $6,610 | | | “At-Risk” | | | | | | |
2025 PAY DECISIONS AND PAY MIX
| (1) Reflects values approved by the HCC Committee for the LTI award granted on February 11, 2026. These values differ from those that will be reported in the Summary Compensation Table in 2027, which will be calculated in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718, Compensation—Stock Compensation. |
2025 Performance Metrics
2025 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.
2025 Performance Metrics
| Metrics for the Annual Incentive Plan (“AIP”)(1) |
2025 Performance Metrics
Earnings measure the immediate impact of operating decisions on the Company’s annual performance. For our Corporate executives, we use adjusted net income as our RTX-wide earnings metric. For our business units, we use adjusted segment operating income. Free Cash Flow (“FCF”) measures our ability to generate cash to fund our operations and key business investments—such as funding critical research and development, strategic acquisitions, paying down debt or distributing earnings to our shareowners.
2025 Performance Metrics
| Metrics for Performance Share Units (“PSUs”)(1) |
2025 Performance Metrics
Adjusted Earnings Per Share (“EPS”) measures our ability to create long-term, sustainable earnings that will ultimately drive TSR. Return on Invested Capital (“ROIC”) measures the efficiency with which we allocate capital resources, considering not just the quantity of earnings but also the quality of earnings and investments that drive sustainable growth. Relative Total Shareowner Return (“TSR”) measures our ability to return value to our shareowners compared to competing investment opportunities like the S&P 500 Index and our Core A&D Peers(2) and reinforces our program’s pay-for-performance objectives.
2025 Performance Metrics
| (1) See Appendix B on page 102 for definitions of financial metrics used for AIP and PSU purposes. | | (2) For the 2025 PSUs, Core A&D Peers consist of Airbus, Boeing, GE Aerospace, General Dynamics, Honeywell, L3Harris, Lockheed Martin, Northrop Grumman and Safran. |
How 2025 Performance Affected Incentive Payouts
How 2025 Performance Affected Incentive Payouts 2025 Annual Incentives. The table below shows the RTX-wide goals established by the HCC Committee for AIP purposes, our 2025 performance relative to these goals, and how these results translated into the 2025 RTX performance factor.
How 2025 Performance Affected Incentive Payouts
| Metric(1) | Weight | Threshold | Target | Maximum | Actual | Performance Factor | | RTX Earnings—Adjusted Net Income ($M) | 50% | $7,090 | $8,340 | $9,590 | $9,115 | 162% | | RTX Free Cash Flow ($M) | 50% | $6,065 | $7,500 | $8,935 | $8,448 | 166% | | 2025 RTX Performance Factor | | | | | | 164% |
How 2025 Performance Affected Incentive Payouts
2023–2025 PSUs. The table below shows RTX’s performance for each of the four metrics used for the PSUs granted in 2023, which resulted in a PSU vesting factor of 146%.
How 2025 Performance Affected Incentive Payouts
| Metric(2) | Weight | Threshold | Target | Maximum | Actual | Performance Factor | | Adjusted EPS | 35% | 5.7% | 11.6% | 15.1% | 12.9% | 137% | | Return on Invested Capital | 35% | 6.5% | 7.5% | 8.3% | 7.6% | 109% | | TSR vs. S&P 500 Index Companies | 15% | 25th percentile | 50th percentile | 75th percentile | 82.7th percentile | 200% | | TSR vs. Core A&D Peers(3) | 15% | 25th percentile | 50th percentile | 75th percentile | 77.7th percentile | 200% | | Final PSU Vesting Factor | | | | | | 146% |
How 2025 Performance Affected Incentive Payouts
| (1) AIP financial results for our business units differ from the above table (see page 49 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 102. These metrics differ from other non-GAAP metrics used and described in Appendix A on pages 99-101. | | (2) See Appendix B on page 102 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 99-101. | | (3) For the 2023 PSUs, Core A&D Peers consist of Airbus, Boeing, GE Aerospace, General Dynamics, Honeywell, L3Harris, Lockheed Martin, Northrop Grumman and Safran. |
How 2025 Performance Affected Incentive Payouts
The HCC Committee believes that these final performance factors—164% for Corporate AIP and 146% for the 2023-2025 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.
CHANGES IN COMPENSATION DESIGN
| What we changed | | Why we changed it | | COMPENSATION PEER GROUP | | | | We modified our Compensation Peer Group (“CPG”). In 2025, we added Ford, Microsoft and Nvidia and removed 3M and L3Harris Technologies from the CPG. | | As part of its ongoing process, the HCC Committee regularly reviews each company included in the CPG and the CPG’s overall composition. Since the previous CPG was established in 2020, RTX has grown, while several CPG companies have sold or spun-off portions of their businesses. These 2025 changes were made to ensure the CPG reflects an appropriate composite of companies comparable to RTX in size and complexity, while also keeping our pay programs competitive for the high-technology talent we need in the future. | | ANNUAL INCENTIVES | | | | We eliminated the non-financial component of our AIP design (the “Corporate Responsibility Scorecard”), instead allocating 100% of weighting to financial performance. Beginning in 2025, performance for our Corporate executives is measured 50% on earnings and 50% on free cash flow. For our business unit executives, earnings and free cash flow are measured at both the RTX- and business unit-level—each weighted at 25%. | | To better align with the Company’s focus on meeting our financial commitments to our investors, the HCC Committee determined that the funding formula for the AIP would be solely based on the financial performance of the Company and our business units. | | LONG-TERM INCENTIVES | | | | We increased the weighting of TSR in the 2026 PSUs. Beginning with the February 2026 grant, PSUs will vest based on RTX’s performance relative to the following metrics and weightings: EPS (30%), ROIC (30%), TSR vs. Core A&D Peers (20%), and TSR vs. S&P 500 Index companies (20%). | | The HCC Committee determined that increasing the weight of each TSR metric by 5% would more closely align PSU payouts with our shareowner experience. | | We refined the composition of our Core A&D Peer group used to measure TSR for our PSUs. For the 2026 PSU award, Textron replaced Safran in our Core A&D Peer group, while all other existing peers remained the same. | | The HCC Committee concluded that replacing Safran with Textron improves peer group diversification and replaces a non-U.S.-based company with a U.S.-based company that is more likely to operate under similar macroeconomic conditions as RTX. |
BOARD NOMINEES
BOARD NOMINEES
BOARD NOMINEES
| | | | Skills and Expertise | | | | | | | | | | | | | | | | | | | | | | | Tracy A. Atkinson Retired Executive Vice President & Chief Administrative Officer, State Street Corporation | 2020 | 1 | | | | | | | | | | | Christopher T. Calio Chairman, 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 Retired 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 | 1 | | | | | | | | | | | 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 | | | | | | | | | | | Robert O. Work Retired Deputy Secretary of Defense, U.S. Department of Defense | 2020 | 0 | | | | | | | | | |
Tracy A. Atkinson
Tracy A. Atkinson
Tracy A. Atkinson
| INDEPENDENT DIRECTOR Retired Executive Vice President & Chief Administrative Officer, State Street Corporation | AGE 61 DIRECTOR SINCE 2020 BOARD COMMITTEES Human Capital & Compensation (Chair), Finance | | Key Skills and Expertise | |
Tracy A. Atkinson
| | FINANCIAL | | SENIOR LEADERSHIP | | RISK MANAGEMENT/OVERSIGHT |
Christopher T. Calio
Christopher T. Calio
Christopher T. Calio
| Chairman, President, Chief Executive Officer and Director, RTX Corporation | AGE 52 DIRECTOR SINCE 2023 BOARD COMMITTEES Finance, Special Activities | | Key Skills and Expertise | |
Christopher T. Calio
| | EXPERIENCE IN INDUSTRY | | RISK MANAGEMENT/OVERSIGHT | | SENIOR LEADERSHIP |
Qualifications
Qualifications Mr. Calio has substantial experience in the aerospace and defense industry and executive leadership experience gained through his Chairman, 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.
Experience
Experience
Experience
| ● | Chairman, President, Chief Executive Officer and Director, RTX Corporation, since April 2025 | | ● | President, Chief Executive Officer and Director, RTX Corporation, May 2024–April 2025 | | ● | President, Chief Operating Officer and Director, RTX Corporation, December 2023–May 2024 | | ● | President & Chief Operating Officer, RTX Corporation, March 2023–December 2023 |
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 |
Other Leadership Experience and Service
Other Leadership Experience and Service
Other Leadership Experience and Service
| ● | Vice Chair, Aerospace Industries Association | | ● | Board of Directors, US-India Strategic Partnership Forum |
Leanne G. Caret
Leanne G. Caret
Leanne G. Caret
| INDEPENDENT DIRECTOR Retired Executive Vice President, The Boeing Company and Former CEO, Boeing Defense, Space and Security | AGE 59 DIRECTOR SINCE 2023 BOARD COMMITTEES Audit (Chair), Special Activities | | Key Skills and Expertise | |
Leanne G. Caret
| | FINANCIAL | | EXPERIENCE IN INDUSTRY | | MANUFACTURING, OPERATIONS & SUPPLY CHAIN |
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.
Experience
Experience
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 |
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 |
Other Current Directorships
Other Current Directorships
Other Current Directorships
| ● | Deere & Company, since 2021 |
Other Current Directorships
| ● | Associate Fellow, American Institute of Aeronautics and Astronautics | | ● | Fellow, Royal Aeronautical Society |
Other Current Directorships
Bernard A. Harris, Jr.
Other Current Directorships
| INDEPENDENT DIRECTOR Chief Executive Officer and Managing Partner, Vesalius Ventures, Inc. | AGE 69 DIRECTOR SINCE 2021 BOARD COMMITTEES Audit, Special Activities | | Key Skills and Expertise | |
Other Current Directorships
| | EXPERIENCE IN INDUSTRY | | GOVERNANCE & RESPONSIBILITY | | TECHNOLOGY/CYBERSECURITY |
George R. Oliver
George R. Oliver
George R. Oliver
| INDEPENDENT DIRECTOR Retired Chairman & Chief Executive Officer, Johnson Controls International plc | AGE 65 DIRECTOR SINCE 2020 BOARD COMMITTEES Human Capital & Compensation, Finance | | Key Skills and Expertise | |
George R. Oliver
| | INTERNATIONAL | | SENIOR LEADERSHIP | | MANUFACTURING, OPERATIONS & SUPPLY CHAIN |
Ellen M. Pawlikowski
Ellen M. Pawlikowski
Ellen M. Pawlikowski
| INDEPENDENT DIRECTOR General, U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command | AGE 69 DIRECTOR SINCE 2020 BOARD COMMITTEES Human Capital & Compensation, Special Activities | | Key Skills and Expertise | |
Ellen M. Pawlikowski
| | GOVERNMENT | | SENIOR LEADERSHIP | | EXPERIENCE IN INDUSTRY |
Denise L. Ramos
Denise L. Ramos
Denise L. Ramos
| INDEPENDENT DIRECTOR Retired Chief Executive Officer & President, ITT Inc. | AGE 69 DIRECTOR SINCE 2018 BOARD COMMITTEES Audit, Governance and Public Policy | | Key Skills and Expertise | |
Denise L. Ramos
| | MANUFACTURING, OPERATIONS & SUPPLY CHAIN | | SENIOR LEADERSHIP | | FINANCIAL |
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.
Experience
Experience
Experience
| ● | Chief Executive Officer & President, ITT Inc. (formerly ITT Corporation —diversified manufacturer), 2011–2019 | | ● | Senior Vice President & Chief Financial Officer, ITT Corporation, 2007–2011 |
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 |
Other Current Directorships
Other Current Directorships
Other Current Directorships
| ● | Bank of America Corp., since 2019 |
Other Current Directorships
| ● | Phillips 66 Company, 2016–2025 | | ● | ITT Inc., 2011–2019 | | ● | Praxair, Inc., 2014–2016 |
Fredric G. Reynolds
Fredric G. Reynolds
Fredric G. Reynolds
| INDEPENDENT LEAD DIRECTOR Retired Executive Vice President & Chief Financial Officer, CBS Corporation | AGE 75 DIRECTOR SINCE 2016 BOARD COMMITTEES Governance and Public Policy, Human Capital & Compensation | | Key Skills and Expertise | |
Fredric G. Reynolds
| | FINANCIAL | | RISK MANAGEMENT/OVERSIGHT | | SENIOR LEADERSHIP |
Brian C. Rogers
Brian C. Rogers
Brian C. Rogers
| INDEPENDENT DIRECTOR Retired Chairman, T. Rowe Price Group, Inc. | AGE 70 DIRECTOR SINCE 2016 BOARD COMMITTEES Finance (Chair), Human Capital & Compensation | | Key Skills and Expertise | |
Brian C. Rogers
| | FINANCIAL | | RISK MANAGEMENT/OVERSIGHT | | SENIOR LEADERSHIP |
Robert O. Work
Robert O. Work
Robert O. Work
| INDEPENDENT DIRECTOR Retired Deputy Secretary of Defense, U.S. Department of Defense | AGE 73 DIRECTOR SINCE 2020 BOARD COMMITTEES Governance and Public Policy (Chair), Audit, Special Activities | | Key Skills and Expertise | |
Robert O. Work
| | GOVERNMENT | | EXPERIENCE IN INDUSTRY | | GOVERNANCE & RESPONSIBILITY |
INDEPENDENT LEAD DIRECTOR
INDEPENDENT LEAD DIRECTOR To ensure strong independent leadership of the Board, our Corporate Governance Guidelines provide that when the Chair of the Board is not independent, our independent directors must designate from among themselves an Independent Lead Director. This structure is supported by other key features of RTX’s governance that enable the Board to effectively oversee the Company, including:
INDEPENDENT LEAD DIRECTOR
| ● | All directors other than Mr. Calio are independent. | | ● | Our Audit, Governance and Human Capital & Compensation Committees are comprised entirely of independent directors. | | ● | The independent directors hold frequent private sessions under the guidance of Mr. Reynolds, at least once during each Board meeting and frequently more often, including private Committee sessions and cross-attendance of Committee meetings by directors. | | ● | All of our directors are empowered and encouraged to shape the agenda of the Board, including by suggesting items for meeting agendas, receiving meeting agendas and materials in advance and raising at any meeting topics not formally on the agenda. | | ● | The directors are supported by a fulsome and effective set of governance policies and practices, including our Corporate Governance Guidelines and our Code of Conduct. |
INDEPENDENT LEAD DIRECTOR
Mr. Reynolds was unanimously designated as the Independent Lead Director by RTX’s independent directors because of his deep knowledge of the Company’s business and strategy, his experience with risk management, financial oversight and governance, and his proven leadership skills and judgment. In selecting Mr. Reynolds as Independent Lead Director, the independent directors considered the tenure, experience and capabilities of each independent director, as well as their willingness and capacity to satisfy the significant time commitment of the role. Further, in light of Mr. Reynolds’ exemplary service and Mr. Calio’s recent election to the role of Chairman effective April 30, 2025, the Board believes that RTX and its shareowners are best served by Mr. Reynolds’ re-election to the role of director and continuation in the role of Independent Lead Director.
ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN & CEO AND INDEPENDENT LEAD DIRECTOR
ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN & CEO AND INDEPENDENT LEAD DIRECTOR The Independent Lead Director and our Chairman & CEO meet with each other regularly about the Company’s strategy and operations and the functioning of the Board. The Board has vested significant authority in the Independent Lead Director under our Corporate Governance Guidelines, which are designed to promote strong, independent oversight of RTX’s management and affairs.
ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN & CEO AND INDEPENDENT LEAD DIRECTOR
| CHAIRMAN & CEO | | INDEPENDENT LEAD DIRECTOR | | | Christopher T. Calio Director since 2023 | | Fredric G. Reynolds Director since 2016 | | | 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 Independent 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 Independent Lead Director, approves information sent to the Board ● Engages with significant stakeholders, as appropriate | | ● Presides over all private sessions of the independent directors, whether regularly scheduled or called at the Independent Lead Director’s discretion ● Empowered to call special Board meetings ● Collaborates with the Chairman & CEO to approve the schedule and set the agenda for Board meetings ● Provides input to the Chairman & CEO on information sent to the Board ● Presides at Board meetings when the Chairman & CEO is not present ● Engages with significant stakeholders, as requested ● Oversees the Board’s evaluation of the performance of the Chairman & CEO ● Communicates regularly with the Chairman & 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 | |
ROLES, RESPONSIBILITIES AND AUTHORITY OF CHAIRMAN & CEO AND INDEPENDENT LEAD DIRECTOR
BOARD SELF-EVALUATION
Board Committees
| | Human Capital & Compensation Tracy A. Atkinson Chair | | | 2025 MEETINGS: 5 COMMITTEE MEMBERS George R. Oliver Ellen M. Pawlikowski Fredric G. Reynolds Brian C. Rogers | ● 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 | |
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 discussion 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 2025, our Board worked closely with management to provide effective oversight of key priorities, including: ● Our continued focus on our commitments to customers, returning value to shareowners and leveraging the breadth and scale of our business ● Risk management efforts, including strengthening our supply chain, executing our production ramp and continuing the expansion of our GTF aftermarket operations, and expanding production capacity for critical munitions ● Our strategic investments in technology and innovation to mature existing capabilities and introduce new capabilities for our customers, including the recent certification of our GTF Advantage engine ● Ongoing attention to our CORE operating system, which drives continuous improvement in our operations ● Enhancing our enterprise systems, including through the deployment of AI use cases to improve efficiency and productivity ● Our response to evolving geopolitical issues and other external conditions, including tariffs and counter-tariffs and other governmental measures ● Our talent development strategies, including senior management succession planning |
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. Discretionary adjustments can be made to address various circumstances, including our ability to meet customer commitments, such as those contemplated by the January 7, 2026, Executive Order (Prioritizing the Warfighter in Defense Contracting). 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 35-36 for more information. | | Prohibition on Short Sales, Pledging and Hedging of RTX Securities | RTX prohibits directors, officers and employees from entering into transactions involving short sales of our securities. Directors and executive officers are also prohibited from pledging or assigning RTX stock, stock options or other equity interests as collateral for a loan. Transactions in put options, call options or other derivative securities that have the effect of hedging the value of RTX securities also are prohibited, whether or not those securities were granted to or held, directly or indirectly, by a director, officer or employee. | | Clawback Policy | The RTX Corporation Clawback Policy is our comprehensive policy on recoupment of compensation that covers all RTX employees, including NEOs and executive officers. This policy allows RTX to recoup annual and LTI compensation in a number of circumstances, including financial restatements, compensation earned as a result of financial miscalculations, violations of RTX’s Code of Conduct and violations of post-employment restrictive covenants. Further, the RTX Corporation Executive Officer Clawback Policy, which complies with SEC regulations and NYSE listing standards, supplements, but does not replace, the RTX Corporation Clawback Policy. Under this policy, the Company can recoup covered incentive-based compensation from executive officers (as defined by the SEC) upon the occurrence of any restatement made to correct an error in previously issued financial statements due to material noncompliance with any financial reporting requirement under the securities laws. See page 61 for more information. | | Restrictive Covenants | Members of the Company’s Executive Leadership Group (“ELG”), which includes each of our current NEOs, may not engage in post-employment activities detrimental to RTX, such as disclosing proprietary information, soliciting RTX employees or engaging in competitive activities. See page 60 for more details. |
Compensation of Directors
Compensation of Directors
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.
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 United Technologies Corporation (“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.
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS 2025 DIRECTOR COMPENSATION
2025 Director Compensation
2025 Director Compensation
2025 Director Compensation
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Award ($)(3) | All Other Compensation ($)(4) | Total ($) | | Tracy A. Atkinson | $152,000 | $228,000 | $26,850 | $406,850 | | Leanne G. Caret | $154,000 | $231,000 | $26,155 | $411,155 | | Bernard A. Harris, Jr. | $138,000 | $207,000 | $26,850 | $371,850 | | George R. Oliver | $0 | $345,000 | $25,695 | $370,695 | | Ellen M. Pawlikowski | $138,000 | $207,000 | $5,655 | $350,655 | | Denise L. Ramos | $0 | $345,000 | $1,850 | $346,850 | | Fredric G. Reynolds | $158,000 | $237,000 | $25,695 | $420,695 | | Brian C. Rogers | $0 | $370,000 | $26,850 | $396,850 | | James A. Winnefeld, Jr. | $0 | $370,000 | $31,951 | $401,951 | | Robert O. Work | $148,000 | $222,000 | $695 | $370,695 |
2025 Director Compensation
| (1) Mr. Hayes served as a director and an executive officer of the Company until April 30, 2025. For fiscal year 2025, he is not a Named Executive Officer because his compensation in 2025 was not higher than the three most highly compensated executive officers at year-end. Mr. Hayes did not receive any additional compensation during the year for his service as a director. | | (2) 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 (3). | | (3) 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 2025 Annual Report on Form 10-K. The number of units credited to each director in 2025 was calculated by dividing the value of the award by the NYSE closing price per share of RTX Common Stock on May 1, 2025, which was the date of the 2025 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. | | (4) 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 2025 were as follows: Ms. Atkinson, $25,000; Ms. Caret, $25,000; Mr. Harris, Jr., $25,000; Mr. Oliver, $25,000; Ms. Pawlikowski, $4,500; Mr. Reynolds, $25,000; Mr. Rogers, $25,000; and Mr. Winnefeld, Jr., $24,700. |
2025 Director Compensation
| CHANGES TO DIRECTOR 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 became effective on May 1, 2025, the date of the 2025 Annual Meeting of Shareowners. In 2025, the Governance Committee conducted a review of director compensation for the May 2026 to May 2027 Board cycle and determined that no changes were necessary at that time. |
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 |
PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
| Executive Summary | 40 | | Shareowner Engagement on Compensation | 40 | | 2025 Performance Overview | 40 | | How We Align Pay and Performance | 42 | | How We Make Pay Decisions and Assess Our Programs | 44 | | Roles and Responsibilities | 44 | | 2025 Independent Consultant Engagement | 45 | | Our Compensation Peer Group and Use of Market Data | 45 | | 2025 Principal Elements of Compensation | 47 | | Base Salary | 47 | | Annual Incentive Awards | 47 | | LTI Awards | 50 | | 2025 CEO Pay Decisions | 52 | | 2025 Pay Decisions for Other NEOs | 54 | | Other Compensation Elements | 58 | | Retirement and Deferred Compensation Benefits | 58 | | Perquisites and Other Benefits | 59 | | Severance and Change-in-Control Arrangements | 59 | | Other Executive Compensation Policies and Practices | 61 | | Post-Employment Restrictive Covenants | 61 | | Clawback Policies | 61 | | Equity Award Granting Policy | 61 | | Prohibitions on Certain Transactions Involving RTX Stock | 62 | | Employment Agreements | 62 | | Tax Deductibility of Incentive Compensation | 62 |
2025 Total Direct Compensation
2025 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 47-51. Total direct compensation is set each year to reflect the HCC Committee’s assessment of Company, business unit and individual performance for the year. 2025 total direct compensation includes 2025 base salary, 2025 annual incentives paid in the first quarter of 2026 and the February 2026 LTI grant values approved by the HCC Committee, which were based on its assessment of 2025 performance and the competitive market pay for each NEO’s role. These LTI grant values differ from the February 2025 LTI award grant date fair values (accounting values at the time of grant) shown in the Summary Compensation Table on page 64, which were based on the HCC Committee’s assessment of 2024 performance and the competitive market pay for each NEO’s role at that time. For more details on total direct compensation, see page 53. The following chart shows the 2025 total direct compensation of our NEOs:
2025 Total Direct Compensation
| | Base Salary ($K)(1) | Annual Incentive ($K) | LTI ($K)(2) | Total Direct Compensation ($K) | | Christopher T. Calio | $1,550 | $5,100 | $21,000 | $27,650 | | Neil G. Mitchill, Jr. | $1,100 | $2,525 | $7,500 | $11,125 | | Philip J. Jasper | $835 | $1,540 | $4,750 | $7,125 | | Shane G. Eddy | $840 | $1,425 | $4,500 | $6,765 | | Troy D. Brunk | $790 | $1,320 | $4,500 | $6,610 |
Roles and Responsibilities
| Human Capital & Compensation Committee Oversees our programs | | | ● | Sets the financial, strategic and operational goals and objectives for the Company, our business units, and the Chairman & 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. |
2025 Independent Consultant Engagement
2025 Independent Consultant Engagement In early 2025, 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. As a result, the HCC Committee determined that FW Cook qualified as an independent consultant. During 2025, 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 2025. 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.
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 total direct 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. Individual compensation may vary from market median benchmarks based on the Committee’s assessment of other factors that it considers relevant, including Company, business unit, function and/or individual performance, as well as job scope, retention risk, internal pay equity and sustained performance over time.
Our Compensation Peer Group and Use of Market Data
| How Our Compensation Peer Group is Constructed. The CPG is composed of a mix of industry and non-industry peers. As part of its ongoing process, the HCC Committee regularly reviews each company included in the CPG and its overall composition. The previous CPG was established in 2020 following the merger of United Technologies Corporation and Raytheon Company. Since then, RTX has grown in size, while several CPG companies have sold or spun-off portions of their businesses. During its 2025 review, the HCC Committee made several changes to the CPG. These changes were made to ensure the CPG reflects an appropriate composite of companies comparable to RTX in size and complexity, while also keeping our pay programs competitive for the high-technology talent we need for future success. The HCC Committee believes the 21 companies in our CPG (see page 46) 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. As competitors for executive talent, the CPG is used solely for the purpose of benchmarking executive compensation, and not as a part of the performance metrics in our incentive compensation programs. | Companies Added + Ford Motor Company + Microsoft Corporation + Nvidia Corporation Companies Removed - 3M - L3Harris Technologies |
OUR COMPENSATION PEER GROUP (CPG)
OUR COMPENSATION PEER GROUP (CPG)
OUR COMPENSATION PEER GROUP (CPG)
| | | | | | | Aerospace & Defense | Equipment & Machinery | Technology/Communications | | Oil & Gas | | Boeing GE Aerospace General Dynamics Lockheed Martin Northrop Grumman | Caterpillar Deere | AT&T Cisco HP Inc. IBM | Intel Microsoft Nvidia Verizon | Chevron | | | | | | | | Chemicals Dow | Diversified Industrials Honeywell | Automotive Ford General Motors | | Freight & Logistics UPS |
TIMELINE FOR COMPENSATION DECISIONS
| January 2025 Approved 2025 base salary merit adjustments. Approved 2025 annual incentive performance goals. | April 2025 2025 base salary merit adjustments took effect. | December 2025 Reviewed preliminary 2025 Company, business unit and individual NEO performance. | February 2026 Reviewed final 2025 Company, business unit and individual NEO performance. Approved performance factors and individual 2025 annual incentive awards. Approved 2026 LTI awards, reflective of 2025 performance. | 1st Quarter of 2026 2025 annual incentive awards paid. 2026 LTI awards granted. |
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.
HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED
HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED To align with the Company’s focus on achieving the financial commitments we make to our investors, the HCC Committee determined that, beginning in 2025, the funding formula for the AIP would be solely based on the financial performance of the Company and our business units, and would no longer consider non-financial performance measures (see page 6 for details on the HCC Committee’s decision). The following formula is the basis for determining the 2025 annual incentive awards for our NEOs: Though performance relative to preestablished financial 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 goals as originally established. In the past, it has made both positive and negative adjustments. Examples of situations that could result in discretionary adjustments include:
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) |
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 of the NEOs (other than himself), 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 as it deems appropriate. The individual performance adjustments for our executive officers may range from a 100% decrease to the approved 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. When determining individual performance adjustments (if any), 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.
2025 ANNUAL INCENTIVE TARGETS
2025 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, 2025. These targets are based on relevant market data for each NEO’s role. Changes in target percentages that occur mid-year (usually due to a change in role) are prorated. For the 2025 plan year, the HCC Committee increased annual incentive targets (effective on January 1, 2025) for our NEOs to maintain market competitiveness.
2025 ANNUAL INCENTIVE TARGETS
| NEO | 2024 | 2025 | | Christopher T. Calio | 175% | 200% | | Neil G. Mitchill, Jr. | 115% | 125% | | Philip J. Jasper | 105% | 115% | | Shane G. Eddy | 105% | 115% | | Troy D. Brunk | 105% | 115% |
2025 PERFORMANCE METRICS AND WEIGHTINGS
2025 PERFORMANCE METRICS AND WEIGHTINGS As shown in the charts below, performance for our Corporate executives (Messrs. Calio and Mitchill) is measured on a Company-wide basis, with equal weight given for earnings and free cash flow. For business unit executives (Messrs. Jasper, Eddy and Brunk), performance metrics are measured at both the business unit and Company-wide level, with earnings and free cash flow (“FCF”) weighted at 25% each. This program design is intended to 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.
2025 PERFORMANCE METRICS AND WEIGHTINGS
| | Performance Goals | | | | Earnings | FCF | | Corporate Executives Funding based entirely on Company-wide performance | | | | Business Unit Executives Funding based equally on business unit performance and Company-wide performance Company-Wide Business Unit | | |
2025 PERFORMANCE METRICS AND WEIGHTINGS
At its January 2025 meeting, the HCC Committee approved performance metric definitions for earnings and free cash flow for the 2025 AIP. Consistent with prior years, the HCC Committee included adjustments for changes in tax laws and accounting rules—factors outside of our employees’ control that can materially distort financial results. Applying the same principle, the HCC Committee concluded that changes in laws and regulations impacting tariffs should be neutralized for AIP performance purposes, because they are externally imposed, unpredictable and unrelated to operational execution. These adjustments are consistent with the HCC Committee’s belief that AIP outcomes should reflect business performance—not external policy shifts that employees cannot control.
PERFORMANCE METRICS DEFINITIONS
PERFORMANCE METRICS DEFINITIONS
PERFORMANCE METRICS DEFINITIONS
| | 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, tariffs 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 102 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. |
PERFORMANCE METRICS DEFINITIONS
| (1) As reported in our 2025 Annual Report on Form 10-K. |
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 on the prior page, 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.
HOW WE PERFORMED ON OUR 2025 PERFORMANCE GOALS
HOW WE PERFORMED ON OUR 2025 PERFORMANCE 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 performance factors used to fund the annual incentive pool for Corporate executives and for executives in each business unit. For 2025, Company-wide 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.
2025 BUSINESS UNIT GOALS, RESULTS AND PERFORMANCE FACTORS
| | Business Unit Goals and Results(2) | | | | Business Unit Earnings | Business Unit FCF | | What 2025 financial goals were set for annual incentive purposes? | Adjusted operating income goals ranged from $2,830 million to $5,140 million for our business units. | FCF goals ranged from $2,085 million to $4,205 million for our business units. | | What were the financial results used for annual incentive purposes? | Adjusted operating income results ranged from $2,858 million to $5,147 million for our business units. | FCF results ranged from $2,245 million to $4,471 million for our business units. | | What were the resulting performance factors for each metric? | Ranged from 101% to 159% of target. | Ranged from 121% to 151% of target. | | What were the performance factors for each metric after applying the 50% weighting of the Company-wide factor for each metric? | Ranged from 132% to 161% of target. | Ranged from 144% to 159% of target. |
2025 BUSINESS UNIT GOALS, RESULTS AND 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 102. These metrics differ from other non-GAAP metrics used and described in Appendix A. | | (2) See the table on page 48 and Appendix B on page 102 for details on how we calculate earnings and FCF for the purposes of determining business unit financial performance factors. |
LTI Awards
LTI Awards
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 2025, the LTI mix for our NEOs was 60% PSUs and 40% SARs. The HCC Committee believes each LTI vehicle serves a specific objective:
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. |
PERFORMANCE SHARE UNITS
PERFORMANCE SHARE UNITS 2025–2027 PSUs. 2025 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. If RTX achieves target-level performance 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 2025–2027 PSUs are as follows:
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 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 | | 1.4% | 7.1% | 10.5% | | Return on Invested Capital (“ROIC”)(1) ● Calculated using a quarterly average over the three-year performance period | | 7.5% | 8.7% | 9.5% | | 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 |
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
| (1) Metrics used solely for PSU purposes and are defined in Appendix B on page 102. These metrics differ from other non-GAAP metrics used and described in Appendix A on pages 99-101. | | (2) For the 2025 PSUs, 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 102 for details on how TSR is calculated. |
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 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, tariffs 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. Under the terms and conditions of the awards, 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 original targets. 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. 2023–2025 PSU Vesting. PSU awards granted on February 8, 2023, 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 146% of target.
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
| Metric(1) | Weight | Threshold | Target | Maximum | Actual | Performance Factor | | Adjusted EPS(2) | 35% | 5.7% | 11.6% | 15.1% | 12.9% | 137% | | ROIC | 35% | 6.5% | 7.5% | 8.3% | 7.6% | 109% | | TSR vs. S&P 500 Index Companies | 15% | 25th percentile | 50th percentile | 75th percentile | 82.7th percentile | 200% | | TSR vs. Core A&D Peers | 15% | 25th percentile | 50th percentile | 75th percentile | 77.7th percentile | 200% | | Final PSU Vesting Factor | | | | | | 146% |
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
| (1) For a definition of performance metrics used for PSU purposes, see Appendix B on page 102. | | (2) 2025 EPS (GAAP) of $4.96 was adjusted to $6.88, in accordance with the definition we use for measuring PSU performance. |
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
In evaluating performance for the 2023-2025 PSUs, the HCC Committee concluded that changes in laws and regulations impacting tariffs should be neutralized for PSU purposes, because they are externally imposed, unpredictable and unrelated to operational execution. This adjustment is consistent with the HCC Committee’s belief that PSU outcomes should reflect business performance—not external policy shifts that employees cannot control. Such adjustments to maintain the validity of the originally established goals are permitted under the terms and conditions of the 2023 PSU award.
PERFORMANCE GOALS AND WEIGHTINGS FOR 2025–2027 PSUs
| CHANGES TO LONG-TERM INCENTIVES IN 2026 As described on page 6, PSUs granted in February 2026 will vest based on RTX’s performance relative to the following metrics and weightings: EPS (30%), ROIC (30%), TSR vs. Core A&D Peers (20%), and TSR vs. S&P 500 Index Companies (20%). In addition, beginning with the 2026 PSU award, Textron will replace Safran in our Core A&D Peer group. |
2025 CEO Pay Decisions
2025 CEO Pay Decisions
2025 CEO Pay Decisions
| Christopher T. Calio Chairman, President & Chief Executive Officer AGE 52 RTX EXPERIENCE 20 YEARS | |
2025 CEO Pay Decisions
Mr. Calio served as President & CEO until April 30, 2025, at which point he assumed the role of Chairman of the Board, in addition to his role as President & CEO. Base Salary. Mr. Calio received a base salary increase from $1,450,000 to $1,550,000 during 2025. Following this increase, Mr. Calio's base salary was below the market median for his role. Annual Incentive Award. The HCC Committee approved a performance factor of 164% of target for Corporate. The HCC Committee considered this factor, Mr. Calio’s leadership during 2025 and the individual performance considerations noted here, and approved an annual incentive award of $5.1 million. This amount is aligned with the Corporate performance factor. LTI. In consideration for Mr. Calio’s 2025 performance, the HCC Committee approved a 2026 LTI award of $21 million. This amount is an increase from his 2025 LTI award and is above the CPG median for his role. Mr. Calio exhibited strong leadership driving RTX results, including:
2025 CEO Pay Decisions
| ● | Exceeding the financial expectations we communicated to investors early in the year, despite tariff-related pressures and supplier challenges, which included: |
2025 CEO Pay Decisions
| – | Net sales growth of 9.7% (GAAP), 9.6% (adjusted) and organic sales growth of 11%, which includes organic sales growth at each business segment.(1) | | – | Diluted EPS of $4.96 (GAAP) and $6.29 (adjusted).(1) | | – | $10.6 billion in cash flow from operating activities and over $2.6 billion invested in capital expenditures, resulting in $7.9 billion in free cash flow.(1) | | – | Adjusted operating profit increased by 12% year-over-year, with growth and margin expansion across all three segments.(1) |
2025 CEO Pay Decisions
| ● | Achieving record backlog of $268 billion, a 23% increase since the end of 2024. | | ● | Driving greater technology collaboration across our business units in areas such as hybrid-electric propulsion, rotating detonation engines, attritable engines, microelectronics, high-temperature materials and autonomy—transformative capabilities for our customers that can enable expanded and new market opportunities. | | ● | Expanding manufacturing capacity for critical products, such as GTF engine MRO, munitions and Lower Tier Air and Missile Defense Sensors (LTAMDS). | | ● | Completing the divestiture of two non-core businesses during the year—Collins Aerospace’s actuation and flight control business and the Simmonds Precision Products business. |
2025 CEO Pay Decisions
| (1) See Appendix A on pages 99-101 for details. |
2025 CEO Pay Decisions
| What is total direct compensation? |
2025 CEO Pay Decisions
In contrast to the Summary Compensation Table (on page 64), our discussion of CEO and NEO pay decisions in this Proxy Statement (pages 52-57) 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 2025 base salary as of year-end, 2025 annual incentive for the completed performance year and LTI as described below.
How the HCC Committee Views LTI Award Values
How the HCC Committee Views LTI Award Values
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 2026. | Award values relate to the HCC Committee’s assessment of 2025 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 2025. | Award values relate back to the HCC Committee’s assessment of 2024 performance and the competitive market pay for each NEO’s role at the time of grant. |
How the HCC Committee Views LTI Award Values
SEC rules require the LTI awards granted in February 2025 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.
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 eligible 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 Performance Share Unit 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 is also maintained by the Company but closed to new contributions. Account balances for these closed plans remain subject to each participant’s distribution elections. |
Severance and Change-in-Control Arrangements
Severance and Change-in-Control Arrangements
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. Program. The ELG program, which covers all of our NEOs, 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 60) and the executive enters into an agreement containing certain restrictive covenants (explained on page 60). 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. Qualifying Separation. Under the ELG program, a “qualifying separation” is defined as:
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. |
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:
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. |
RTX CORPORATION LONG-TERM INCENTIVE PLAN
A qualifying termination is defined in the RTX LTIP to mean:
RTX CORPORATION LONG-TERM INCENTIVE PLAN
| ● | An involuntary (not for cause) termination; or | | ● | A voluntary termination for “good reason” (as defined in the plan). |
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.
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.
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.
Summary Compensation Table
Summary Compensation Table
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 Chairman, President & Chief Executive Officer(7) | | | | | | | | | 2025 | $1,525,000 | $5,100,000 | $10,875,391 | $6,753,909 | $48,257 | $544,269 | $24,846,826 | | 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 | | Neil G. Mitchill, Jr. Executive Vice President & Chief Financial Officer | | | | | | | | | 2025 | $1,087,500 | $2,525,000 | $4,121,652 | $2,560,448 | $0 | $312,802 | $10,607,402 | | 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 | | Philip J. Jasper President, Raytheon | | | | | | | | | 2025 | $824,615 | $1,540,000 | $2,536,820 | $1,574,821 | $36,897 | $232,678 | $6,745,831 | | 2024 | $724,167 | $950,000 | $2,001,902 | $1,294,720 | $0 | $175,444 | $5,146,233 | | Shane G. Eddy President, Pratt & Whitney | | | | | | | | | 2025 | $832,500 | $1,425,000 | $2,536,820 | $1,574,821 | $10,707 | $231,545 | $6,611,393 | | 2024 | $803,750 | $900,000 | $2,156,111 | $1,394,816 | $4,248 | $207,534 | $5,466,459 | | Troy D. Brunk President, Collins Aerospace | | | | | | | | | 2025 | $781,111 | $1,320,000 | $2,219,718 | $1,378,423 | $20,906 | $171,660 | $5,891,818 | | 2024 | $568,462 | $565,000 | $3,633,256 | $400,384 | $0 | $139,140 | $5,306,242 |
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 48-49). 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) granted in 2025 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 2025 Annual Report on Form 10-K (“2025 Form 10-K”). For the 2025 PSUs, if the highest level of performance is achieved for all performance metrics, the grant date fair values would be: Mr. Calio, $17,679,568; Mr. Mitchill, $6,700,359; Mr. Jasper, $4,123,979; Mr. Eddy, $4,123,979; and Mr. Brunk, $3,608,481. | | (4) Option Awards. Amounts shown include the grant date fair value of SARs granted under the RTX LTIP during 2025. 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 2025 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. 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 2025 Form 10-K. |
Summary Compensation Table
SUMMARY COMPENSATION TABLE
Summary Compensation Table
| (6) All Other Compensation. The 2025 amounts in this column consist of the following items shown in the table below. See page 59 for details on executive perquisites and other benefits. |
Summary Compensation Table
| Name | Personal Use of Corporate Aircraft(a) | Executive Life Insurance Premiums(b) | Company Contributions to Defined Contribution Plans(c) | Health & Welfare Benefits(d) | Misc.(e) | Total | | C. Calio | $13,634 | $7,036 | $468,517 | $24,416 | $30,665 | $544,269 | | N. Mitchill, Jr. | $0 | $5,018 | $258,750 | $24,331 | $24,703 | $312,802 | | P. Jasper | $0 | $3,801 | $195,017 | $23,488 | $10,372 | $232,678 | | S. Eddy | $0 | $3,841 | $190,575 | $21,199 | $15,930 | $231,545 | | T. Brunk | $0 | $3,599 | $148,034 | $15,978 | $4,049 | $171,660 |
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) 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 58 and 71-72 of this Proxy Statement. | | (d) Costs associated with annual executive physicals and Company-covered health and welfare benefits. The annual executive physical benefit is capped at $5,000. | | (e) Amounts include costs associated with membership and meeting attendance fees for an aerospace and defense industry club, a financial planning benefit, and personal use of a Company-provided car and driver used for security purposes for Mr. Calio, as well as costs associated with a spouse joining an executive at business events, employee gifts, medical transportation services, and other incidental items. Further, RTX’s senior executives participate in community and philanthropic activities for the benefit of the Company. This may include attending various cultural, charitable, civic, entertainment and sporting events for business development and relationship-building purposes and/or community involvement, and may require the purchase of tickets, catering and parking. Tickets may also be used for team-building events and sometimes are provided to employees, including our senior executives, for personal use; the incremental cost of such use is included in this column. | | (7) Mr. Calio served as President & Chief Executive Officer until April 30, 2025, when he assumed the role of Chairman of the Board, becoming Chairman, President & Chief Executive Officer. |
Summary Compensation Table
GRANTS OF PLAN-BASED AWARDS
Grants of Plan-Based Awards
Grants of Plan-Based Awards
Grants of Plan-Based Awards
| | | Estimated Future Payouts under Equity Incentive Plan Awards(1) | | | All Other Option Awards: Number of Securities Underlying Options (#)(2) | Exercise or Base Price of Option Awards ($/Sh)(3) | Grant Date Fair Value of Stock and Option Awards ($)(4) | | Grant Date | Approval Date | Threshold (#) | Target (#) | Maximum (#) | | | | | C. Calio | | | | | | | | | 2/6/2025 | 1/31/2025 | 2,997 | 79,910 | 159,820 | – | – | $10,875,391 | | 2/6/2025 | 1/31/2025 | – | – | – | 185,700 | $128.78 | $6,753,909 | | N. Mitchill, Jr. | | | | | | | | | 2/6/2025 | 1/31/2025 | 1,136 | 30,285 | 60,570 | – | – | $4,121,652 | | 2/6/2025 | 1/31/2025 | – | – | – | 70,400 | $128.78 | $2,560,448 | | P. Jasper | | | | | | | | | 2/6/2025 | 1/31/2025 | 699 | 18,640 | 37,280 | – | – | $2,536,820 | | 2/6/2025 | 1/31/2025 | – | – | – | 43,300 | $128.78 | $1,574,821 | | S. Eddy | | | | | | | | | 2/6/2025 | 1/31/2025 | 699 | 18,640 | 37,280 | – | – | $2,536,820 | | 2/6/2025 | 1/31/2025 | – | – | – | 43,300 | $128.78 | $1,574,821 | | T. Brunk | | | | | | | | | 2/6/2025 | 1/31/2025 | 612 | 16,310 | 32,620 | – | – | $2,219,718 | | 2/6/2025 | 1/31/2025 | – | – | – | 37,900 | $128.78 | $1,378,423 |
Grants of Plan-Based Awards
| (1) Reflects the number of PSUs granted under the RTX LTIP during 2025, 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 2025, 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 2025, 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. |
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 | | | | | | | | | | 2/6/2025 | – | 185,700 | $128.78 | 2/5/2035 | – | – | 159,820 | $29,310,988 | | 2/8/2024 | – | 247,200 | $91.04 | 2/7/2034 | – | – | 177,950 | $32,636,030 | | 2/8/2023 | – | 161,900 | $97.65 | 2/7/2033 | – | – | 89,710 | $16,452,759 | | 2/15/2022 | 135,400 | – | $94.04 | 2/14/2032 | – | – | – | – | | 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 | – | – | – | – | 18,765(6) | $3,441,501 | – | – | | N. Mitchill, Jr. | | | | | | | | | | 2/6/2025 | – | 70,400 | $128.78 | 2/5/2035 | – | – | 60,570 | $11,108,538 | | 2/8/2024 | – | 100,700 | $91.04 | 2/7/2034 | – | – | 72,500 | $13,296,500 | | 2/8/2023 | – | 76,900 | $97.65 | 2/7/2033 | – | – | 42,617 | $7,816,031 | | 2/15/2022 | 77,400 | – | $94.04 | 2/14/2032 | – | – | – | – | | 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 | – | – | – | – | | 1/18/2017 | – | – | – | – | 18,765(6) | $3,441,501 | – | – | | P. Jasper | | | | | | | | | | 2/6/2025 | – | 43,300 | $128.78 | 2/5/2035 | – | – | 37,280 | $6,837,152 | | 2/8/2024 | – | 59,500 | $91.04 | 2/7/2034 | – | – | 42,840 | $7,856,856 | | 2/8/2023 | – | 21,900 | $97.65 | 2/7/2033 | 2,832(7) | $519,389 | 8,074 | $1,480,735 | | 2/15/2022 | 26,100 | – | $94.04 | 2/14/2032 | – | – | – | – | | 2/8/2021 | 16,100 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 37,945 | – | $90.73 | 2/3/2030 | – | – | – | – | | 1/28/2020 | – | – | – | – | 12,684(6) | $2,326,246 | – | – | | 2/5/2019 | 23,552 | – | $71.62 | 2/4/2029 | – | – | – | – |
Grants of Plan-Based Awards
| | Option Awards | | | | Stock Awards | | | | | Grant Date | Number of Securities Underlying Unexercised Options (#) (Exercisable) | Number of Securities Underlying Unexercised Options (#) (Unexercisable)(1) | Option Exercise Price ($)(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 | | | | | | | | | | 2/6/2025 | – | 43,300 | $128.78 | 2/5/2035 | – | – | 37,280 | $6,837,152 | | 2/8/2024 | – | 64,100 | $91.04 | 2/7/2034 | – | – | 46,140 | $8,462,076 | | 2/8/2023 | – | 56,700 | $97.65 | 2/7/2033 | – | – | 31,405 | $5,759,604 | | 2/15/2022 | 58,000 | – | $94.04 | 2/14/2032 | – | – | – | – | | 2/8/2021 | 16,600 | – | $72.49 | 2/7/2031 | – | – | – | – | | 2/4/2020 | 40,475 | – | $90.73 | 2/3/2030 | – | – | – | – | | 2/5/2019 | 38,000 | – | $71.62 | 2/4/2029 | – | – | – | – | | 11/1/2016 | – | – | – | – | 30,753(6) | $5,640,100 | – | – | | T. Brunk | | | | | | | | | | 2/6/2025 | – | 37,900 | $128.78 | 2/5/2035 | – | – | 32,620 | $5,982,508 | | 12/18/2024 | – | – | – | – | 17,790(6) | $3,262,686 | – | – | | 3/1/2024 | – | – | – | – | 11,527(6) | $2,114,052 | – | – | | 2/8/2024 | – | 18,400 | $91.04 | 2/7/2034 | 2,199(7) | $403,297 | 8,790 | $1,612,086 | | 2/8/2023 | – | 12,600 | $97.65 | 2/7/2033 | 2,442(7) | $447,863 | 3,482 | $638,617 |
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 8, 2023, vested on February 8, 2026. | | (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 2025. | | (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 2024 and 2025 assumes maximum-level performance, based on vesting estimates as of December 31, 2025. For PSUs granted on February 8, 2023, a performance factor of 146% is shown, reflecting the number of shares that vested on February 8, 2026. | | (5) Calculated by multiplying the number of unvested PSUs by the NYSE closing price of RTX Common Stock on the last trading day of 2025. | | (6) ELG RSUs vest in the event of a qualifying separation (as defined under the ELG program and detailed on pages 59-60), 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 8, 2023, vested on February 8, 2026. |
Grants of Plan-Based Awards
OPTIONS EXERCISED AND STOCK VESTED
Options Exercised and Stock Vested
Options Exercised and Stock Vested
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 | 8,938 | $858,639 | 49,132 | $6,014,248 | | N. Mitchill, Jr. | 8,938 | $872,723 | 28,078 | $3,437,028 | | P. Jasper | 23,500 | $2,029,569 | 9,281 | $1,136,087 | | S. Eddy | 58,235 | $4,559,226 | 21,060 | $2,577,955 | | T. Brunk | 18,773 | $1,187,901 | 3,962 | $489,064 |
Options Exercised and Stock Vested
| (1) RTX SARs exercised during 2025. | | (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 2025, 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 PSUs and RSUs by the market price of RTX Common Stock on the vest date. Mr. Brunk deferred $301,006 of his 2022 PSUs into the RTX PSU Deferral Plan (see pages 71-72). |
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.
Pension Benefits
| ● | For legacy UTC participants, such as Messrs. Calio 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 and Brunk, annual compensation and annual retirement benefits up to IRC limits are recognized through September 30, 2006, the date the relevant plan was frozen. |
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.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation Active Plans. RTX maintains the following nonqualified deferred compensation plans that remain open to new contributions.
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: (i) two years of service with the Company; (ii) reaching age 65 ; or (iii) reaching age 55 and terminating employment with the Company. 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 three 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 Performance Share Unit 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 three 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. |
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) Rockwell Collins Non-Qualified Savings Plan, which closed on December 31, 2019; and (v) Rockwell Collins Deferred Compensation Plan, which closed on December 31, 2019. Details on these plans can be found in our previous proxy statements.
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 | $238,975 | $434,767 | $177,195 | $0 | $1,735,536 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $15,064 | $0 | $339,883 | | | UTC Savings Restoration Plan | $0 | $0 | $256,478 | $0 | $962,445 | | N. Mitchill, Jr. | RTX Compensation Deferral Plan | $142,125 | $223,750 | $175,397 | $0 | $1,207,736 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $56,147 | $0 | $434,972 | | | UTC Savings Restoration Plan | $0 | $0 | $342,932 | $0 | $1,309,530 | | P. Jasper | RTX Compensation Deferral Plan | $99,081 | $156,517 | $114,850 | $0 | $370,703 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $38,816 | $0 | $191,994 | | | UTC Savings Restoration Plan | $0 | $0 | $139,981 | $0 | $342,152 | | | Rockwell Collins Deferred Compensation Plan | $0 | $0 | $37,232 | $0 | $200,966 | | | Rockwell Collins Non-Qualified Savings Plan | $0 | $0 | $442,774 | $0 | $1,146,311 |
Nonqualified Deferred Compensation
| Name | Plan | Executive Contributions in Last FY ($)(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 | $93,825 | $155,433 | $153,643 | $0 | $1,062,489 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $55,079 | $0 | $419,245 | | | UTC Savings Restoration Plan | $0 | $0 | $311,770 | $0 | $1,216,388 | | T. Brunk | RTX Compensation Deferral Plan | $220,510 | $109,534 | $117,722 | $0 | $756,540 | | | UTC Company Automatic Contribution Excess Plan | $0 | $0 | $24,489 | $0 | $139,994 | | | UTC Savings Restoration Plan | $0 | $0 | $50,929 | $0 | $150,081 | | | UTC Deferred Compensation Plan | $0 | $0 | $128,748 | $0 | $721,033 | | | RTX PSU Deferral Plan | $289,745 | $0 | $328,159 | $0 | $336,215 | | | Rockwell Collins Non-Qualified Savings Plan | $0 | $0 | $14,422 | $0 | $38,526 |
Nonqualified Deferred Compensation
| (1) Amounts shown are included in the Salary and Bonus columns of the Summary Compensation Table on page 64, except for contributions into the RTX PSU Deferral Plan, which are included in the Options Exercised and Stock Vested table on page 69. | | (2) Amounts shown are included in the All Other Compensation column of the Summary Compensation Table on page 64. | | (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). These returns do not constitute above-market earnings. | | (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, $1,245,996; Mr. Mitchill, $1,210,024; Mr. Jasper, $139,695; Mr. Eddy, $274,999; and Mr. Brunk, $216,434. |
Potential Payments upon Termination or Change-in-Control
Potential Payments upon Termination or Change-in-Control For descriptions of our Executive Leadership Group (“ELG”) program and the RTX Corporation Long-Term Incentive Plan (“RTX LTIP”), see pages 59-60.
CEO Pay Ratio
CEO Pay Ratio
CEO PAY RATIO
CEO PAY RATIO CALCULATING THE RATIO
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 64 and the SEC-mandated CAP calculation:
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 and 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 |
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:
Pay versus Performance Table
| | | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year(1) (a) | Summary Compensation Table Total for PEO (Calio) (b) | Compensation Actually Paid to PEO (Calio)(2)(4)(5) (c) | Summary Compensation Table Total for PEO (Hayes) (d) | Compensation Actually Paid to PEO (Hayes)(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) | Total Shareowner Return(6) (h) | Peer Group Total Shareowner Return(6) (i) | Net Income (GAAP)(7) (j) | Adjusted Earnings Per Share(8) (k) | | 2025 | $24,846,826 | $88,622,978 | – | – | $7,464,111 | $24,903,063 | $287.64 | $230.45 | $6,732 | $6.88 | | 2024 | $18,004,831 | $43,160,374 | $14,598,458 | $48,639,528 | $6,119,056 | $14,115,544 | $178.17 | $162.31 | $4,774 | $6.26 | | 2023 | – | – | $21,929,459 | -$3,811,432 | $8,225,337 | $267,298 | $126.58 | $141.88 | $3,195 | $5.06 | | 2022 | – | – | $22,609,036 | $45,201,677 | $7,597,628 | $12,510,354 | $147.94 | $132.89 | $5,216 | $4.78 | | 2021 | – | – | $23,316,063 | $39,680,968 | $9,666,013 | $11,257,846 | $123.27 | $113.22 | $3,897 | $4.27 |
Pay versus Performance Table
| (1) The PEO in the 2025 reporting year was Christopher T. Calio. The PEOs in the 2024 reporting year were Christopher T. Calio and Gregory J. Hayes. The PEO for the 2023-2021 reporting years was Gregory J. Hayes. The NEOs in the 2025 reporting year were Neil G. Mitchill, Jr., Philip J. Jasper, Shane G. Eddy and Troy D. Brunk. The NEOs in the 2024 reporting year were: Neil G. Mitchill, Jr., Philip J. Jasper, Shane G. Eddy, 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. |
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): |
Pay versus Performance Table
| | 2025 (Calio) | 2024 (Hayes) | 2024 (Calio) | 2023 | 2022 | 2021 | | Summary Compensation Table | $24,846,826 | $14,598,458 | $18,004,831 | $21,929,459 | $22,609,036 | $23,316,063 | | Stock Awards | $10,875,391 | $6,159,916 | $8,315,559 | $9,772,488 | $9,352,104 | $11,740,098 | | Option Awards | $6,753,909 | $3,984,256 | $5,379,072 | $6,586,686 | $6,425,871 | $2,815,812 | | Change in Present Value of Pension Benefits | $48,257 | $0 | $0 | $0 | $0 | $1,513,140 | | Total Deductions from SCT | $17,677,557 | $10,144,172 | $13,694,631 | $16,359,174 | $15,777,975 | $16,069,050 | | Fair Value of Awards Granted During Year and Unvested as of Year-End | $36,841,486 | $18,658,660 | $25,189,252 | $9,249,682 | $18,142,022 | $23,685,247 | | 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 | $43,618,294 | $23,409,788 | $13,150,013 | -$17,590,182 | $15,968,806 | $8,869,318 | | Change in Fair Value of Prior Year Awards that Vested During Year | $993,929 | $2,116,794 | $510,909 | -$1,041,217 | $4,259,788 | -$120,609 | | 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 | $81,453,709 | $44,185,242 | $38,850,174 | -$9,381,717 | $38,370,616 | $32,433,955 | | Compensation Actually Paid | $88,622,978 | $48,639,528 | $43,160,374 | -$3,811,432 | $45,201,677 | $39,680,968 |
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): |
Pay versus Performance Table
| | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table | $7,464,111 | $6,119,056 | $8,225,337 | $7,597,628 | $9,666,013 | | Stock Awards | $2,853,753 | $2,790,237 | $3,294,564 | $3,219,892 | $4,389,543 | | Option Awards | $1,772,128 | $1,414,835 | $2,221,250 | $2,212,775 | $1,093,639 | | Change in Present Value of Pension Benefits | $17,128 | $850 | $462,721 | $0 | $1,461,448 | | Total Deductions from SCT | $4,643,008 | $4,205,922 | $5,978,534 | $5,432,667 | $6,944,629 | | Fair Value of Awards Granted During Year and Unvested as of Year-End | $9,667,096 | $7,271,020 | $3,118,865 | $6,246,737 | $6,453,006 | | 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 | $12,096,356 | $4,596,314 | -$5,105,124 | $3,459,419 | $1,880,243 | | Change in Fair Value of Prior Year Awards that Vested During Year | $318,509 | $335,076 | -$150,609 | $440,110 | $104,110 | | Change in Fair Value of Prior Year Awards that Forfeited During Year | $0 | $0 | $0 | $0 | -$326,443 | | Dividends/Other Earnings Paid on Unvested Awards During Year | $0 | $0 | $26,113 | $30,377 | $99,047 | | Service Cost of Pension Benefits | $0 | $0 | $131,250 | $168,750 | $326,500 | | Prior Service Cost of Pension Benefits | $0 | $0 | $0 | $0 | $0 | | Total Additions to CAP | $22,081,961 | $12,202,410 | -$1,979,504 | $10,345,393 | $8,536,463 | | Compensation Actually Paid | $24,903,063 | $14,115,544 | $267,298 | $12,510,354 | $11,257,846 |
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 2018 and 2025 at various dates, as required to calculate CAP. Lattice-based option models incorporate ranges of assumptions for inputs; those ranges are as follows: |
Pay versus Performance Table
| Grant Year | 2025 | 2024 | 2023 | 2022 | 2021 | 2020 | 2019 | 2018 | | Volatility | 28.74% | 24.84%–27.90% | 25.01%–31.39% | 22.65%–32.00% | 24.68%–35.00% | 27.99%–33.92% | 19.76%–31.85% | 20.14%–33.33% | | Expected life (in years) | 6.11 | 5.11–5.97 | 4.12–6.31 | 4.00–5.64 | 3.81–5.79 | 3.60–6.47 | 3.51–6.15 | 3.75–4.65 | | Expected dividend yield | 1.48% | 1.48%–2.18% | 1.48%–2.80% | 2.06%–2.80% | 2.18%–2.80% | 2.17%–2.66% | 1.91%–2.83% | 1.99%–2.83% | | Risk-free rate | 3.81% | 3.71%–4.38% | 3.62%–4.33% | 3.81%–4.28% | 0.76%–4.71% | 0.57%–4.16% | 0.32%–2.84% | 0.24%–1.67% |
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. |
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 2025 Form 10-K. See page 84 for the TSR measurement periods used for each reporting year. |
Pay versus Performance Table
| (7) Values shown are in millions. |
Pay versus Performance Table
| (8) The value shown for 2025 reflects the 2025 Adjusted EPS used to calculate performance for the 2023-2025 PSUs, as defined in Appendix B on page 102. 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 10, 2025. Adjusted EPS for 2023, 2022 and 2021 are detailed in Appendix A of our Proxy Statements filed on March 11, 2024, March 13, 2023, and March 14, 2022, respectively. |
Pay versus Performance Table
RELATIONSHIP BETWEEN CAP AND TSR