RTX Corp DEF 14A, filed Mar 10, 2025

RTX Corp (RTX)

DEF 14A 2025-03-10 For: 2025-05-01

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Added on June 12, 2026

About this DEF 14A

RTX Corp filed this DEF 14A on March 10, 2025.

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CHECK THE APPROPRIATE BOX:
☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑		No fee required
☐		Fee paid previously with preliminary materials
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	Safety
	We prioritize safety in every aspect of our work

	Trust
	We act with integrity and do the right thing

	Respect
	We embrace diverse perspectives and treat others the way they want to be treated

	Accountability
	We honor our commitments, expect excellence and take pride in our work

	Collaboration
	We share insights, learn together and perform as a team

	Innovation
	We experiment, design, build and transform with speed and agility

AGENDA

1	Election of the Eleven Director Nominees Listed in this Proxy Statement
2	Advisory Vote to Approve Executive Compensation
3	Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025
4	Shareowner Proposal Requesting a Lobbying Transparency Report

VOTING METHODS AVAILABLE TO YOU

	Internet Visit the website shown in your proxy card, voting instruction form or electronic communications.

	Telephone Call the number shown in your proxy card, voting instruction form or electronic communications.

	Mail Sign, date and return your proxy card or voting instruction form in the enclosed envelope.

	During the Meeting Attend the 2025 Annual Meeting online. See pages 101-103 for instructions.

Notice of 2025 Annual Meeting of Shareowners	i
Proxy Summary	1

CORPORATE GOVERNANCE
Proposal 1 Election of Directors	11
Nominees	14
Corporate Governance	20
Compensation of Directors	34
Share Ownership	36

EXECUTIVE COMPENSATION
Proposal 2 Advisory Vote to Approve Executive Compensation	38
Compensation Discussion and Analysis	40
Executive Summary	41
How We Make Pay Decisions and Assess Our Programs	46
2024 Principal Elements of Compensation	48
2024 CEO Pay Decisions	55
2024 Pay Decisions for Other NEOs	57
Other Compensation Elements	63
Other Executive Compensation Policies and Practices	66
Report of the Human Capital & Compensation Committee	68

Compensation Tables	69
CEO Pay Ratio	86
Pay versus Performance	88

AUDIT
Audit Committee Report	95
Proposal 3 Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025	96

SHAREOWNER PROPOSALS
Proposal 4 Shareowner Proposal Requesting a Lobbying Transparency Report	98

OTHER SHAREOWNER INFORMATION
Frequently Asked Questions About the Annual Meeting	101
Other Important Information	107

APPENDICES
Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures	111
Appendix B: Performance Metrics Used in Incentive Compensation Plans	114

		Board recommendation	Page numbers
Proposal 1:	Election of Directors	FOR each director nominee	11-19
Proposal 2:	Advisory Vote to Approve Executive Compensation	FOR	38-39
Proposal 3:	Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2025	FOR	96-97
Proposal 4:	Shareowner Proposal Requesting a Lobbying Transparency Report	AGAINST	98-100

2024 AT A GLANCE

1.39	6.8% increase	$125 billion	$93 billion
book-to-bill ratio	in dividend per share⁽¹⁾	commercial aerospace backlog at year-end	defense backlog at year-end

41%		$3.7 billion		88^th consecutive year
total shareowner return		returned to investors through dividends and share repurchases		paying a dividend to our shareowners

(1)	In the second quarter of 2024, we increased our quarterly dividend from $0.59 per share to $0.63 per share.
(2)	See Appendix A on pages 111-113 for more information regarding the non-GAAP financial measures shown on this page. GAAP cash flow is cash flow from operating activities of continuing operations. Non-GAAP cash flow is free cash flow from continuing operations, which is defined as cash flow from operating activities less capital expenditures.

As we look toward the future, with our strong backlog and growing end markets, we are confident in our ability to:

●	Solve our customers’ most challenging problems
●	Innovate for future growth
●	Deliver long-term, sustainable returns for our shareowners

DILUTED EARNINGS PER SHARE ($ per share)		CASH FLOW⁽³⁾ (in billions)



NET INCOME (in billions)		SALES (in billions)

(1)	United Technologies Corporation (“UTC”) and Raytheon Company merged on April 3, 2020 (the “Merger”).
(2)	See page 53 for the companies within our Core A&D Peer group. Core A&D Peer composite returns are determined by calculating the TSR for each peer company, then a weighted average is applied based on each company’s market capitalization at the beginning of the measurement period.
(3)	GAAP cash flow is cash flow provided by operating activities from continuing operations. Non-GAAP cash flow is free cash flow from continuing operations, which is defined as cash flow from operating activities less capital expenditures.
(4)	See Appendix A on pages 111-113 for more information regarding the non-GAAP financial measures shown on this page.

●	Pratt & Whitney’s GTF engine aftermarket network expanded to 18 facilities worldwide in 2024.
●	Pratt & Whitney also opened a new state-of-the-art facility in Oklahoma City, Oklahoma, that features automation and advanced manufacturing technologies to streamline our processes, improve productivity and expand military engine sustainment capacity.
●	Collins Aerospace broke ground on a 70,000 square foot, $200 million expansion of its Spokane, Washington, carbon brake production facility.
●	Raytheon announced a $115 million investment in its Redstone Raytheon Missile Integration Facility in Huntsville, Alabama, which will increase the factory’s space for integrating and delivering on critical defense programs by 50%.
●	Raytheon increased production capacity by 5x for the F-35 Electro-Optical Distributed Aperture System.
●	We expanded our connected manufacturing ecosystem with our proprietary digital analytics technology, which is now incorporated by 40 factories representing 20 million manufacturing hours.
●	We saw continued momentum in the deployment of our CORE business operating system, with more than 67,000 active employees certified as CORE Apprentices, approximately 15,800 people leaders certified as CORE Champions, and over 10,000 CORE engagements completed in 2024.

●	Completing a significant milestone in the development of our hybrid-electric demonstrator by validating the integrated system functionality of the engine, electric motor, batteries and high-voltage electric power distribution, to enable better fuel efficiency and reduced emissions.
●	Delivering the first TPY-2 radar that incorporates our proprietary gallium nitride technology–– a key enabler in providing expanded surveillance range and support for additional space and hypersonic defense missions.
●	Developing artificial intelligence (“AI”) prototypes across key capability areas, including multi-ship search and rescue capability and collaborative autonomy flight test.
●	Adapting carbon-carbon composite brake technology to hypersonic applications.

PROVEN LEADERSHIP FOR OUR BUSINESS In May 2024, Christopher T. Calio succeeded Gregory J. Hayes as Chief Executive Officer and Mr. Hayes took on the role of Executive Chairman. On February 2, 2025, the Board elected Mr. Calio as its Chairman, effective on April 30, 2025, upon which Mr. Calio will succeed Mr. Hayes. Mr. Hayes is not standing for re-election to the Board. Mr. Calio will continue to serve in his current role as President & CEO. Fredric G. Reynolds will continue to serve as the Board’s independent Lead Director. The Board believes that this structure — which combines tested leadership and familiarity with the Company and our industry, with deep experience in risk management, financial oversight and governance — best serves RTX and its shareowners at this time, enhancing decision-making efficiency and ensuring that our independent directors can effectively oversee our business and hold senior leaders accountable.

Christopher T. Calio Chairman, President & Chief Executive Officer		Fredric G. Reynolds Independent Lead Director

●	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.

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

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

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

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

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

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

			Skills and Expertise

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

Experience

	Senior Leadership


	Experience in Industry


	Financial


	Risk Management/Oversight


	International


	Technology/Cybersecurity


	Government


	Environmental, Social and Governance (ESG)


	Manufacturing, Operations and Supply Chain

96%		5
overall attendance by directors at the ten Board meetings held during 2024		number of special Board and Committee meetings during 2024

98%		100%
overall attendance by directors at Board and Committee meetings in 2024		overall attendance by directors at the 2024 Annual Meeting of Shareowners

●	Execution of our key business and financial priorities, including our initiatives to drive operational excellence and continuous improvement across our businesses
●	Risk management, including strengthening our risk management systems to address risks and opportunities associated with program execution, compliance and our supply chain
●	Strategic capital deployment, including investments in technology and innovation, and returning capital to shareowners
●	Enhancing our safety and quality systems, including through promotion of safety as a core value, a Company-wide approach to safety and quality, and frequent reviews of our business units’ safety and quality programs throughout the year
●	Our response to evolving geopolitical and other external conditions, including inflation and the ongoing conflicts in Ukraine and the Middle East
●	Ongoing engagement with the Pratt & Whitney powder metal matter
●	Evaluating Committee leadership and composition as well as senior management succession planning

Continuing Education Directors participate in individualized sessions to continue learning the roles and responsibilities of the Board and the Committees on which they will serve. They continue to learn about the Company’s strategy, our businesses, our technologies, our compliance programs, our corporate affairs and community relations, our financial statements and any significant financial, accounting and risk management matters. Outside continuing education programs are made available to directors at the Company’s expense.		Employee Engagement and Site Visits As part of their continuing education, our directors participate in employee engagement events and the Board visits at least one of our businesses each year. For example, in 2024 the Board visited Pratt & Whitney’s facilities in Columbus, Georgia, which play an important role in the manufacture of GTF engine parts and the performance of GTF and legacy engine overhauls that are critical to supporting the needs of our growing installed base. Site visits and other employee engagement events give directors a firsthand understanding of the operations of the business and the opportunity to interact with employees and key executives.

Strategy and Business Plan Reviews The Board regularly holds meetings with senior management to review the strategy and long-range plans for each of our businesses and to discuss other topics, such as key areas of focus and significant and emerging risks. We also regularly engage in a rigorous portfolio review process to identify opportunities to optimize the portfolio, as reflected in 2024 by the divestiture of Raytheon’s Cybersecurity, Intelligence & Services business and Collins Aerospace’s Hoist & Winch business.		Direct Interaction with Management Our CEO and other members of senior management communicate with directors outside of regularly scheduled Board and Committee meetings. These communications occur on a regular basis, including through periodic written updates, special meetings and informal communications. In some circumstances these written communications and meetings occur more frequently, such as for the recent settlements entered into by RTX regarding certain legacy legal matters primarily associated with the Raytheon Company and Rockwell Collins businesses.

Outside Perspectives The Board is periodically briefed by outside advisors and counsel on strategic, financial, legal, compliance and other matters. This gives them additional perspectives on the Company’s business environment, strategic focus areas, performance, and significant and emerging risks. The Lead Director and other directors also directly engage with investors to address their feedback from time to time.		Lead Director Role Our independent Lead Director plays a crucial role in facilitating the Board’s independent oversight. The Lead Director regularly communicates with other directors, both in executive sessions and outside of Board meetings, to solicit feedback on Board matters, succession planning and management development, among other topics. The Lead Director also regularly collaborates with the CEO on meeting agendas and communicates with the CEO and other directors on developments in the Company’s business, emerging risks and issues, and Board operational and governance matters.

●	Objectivity and independence in making informed business decisions
●	Extensive knowledge, experience and judgment
●	Highest integrity
●	Diversity of perspective
●	Willingness to devote the extensive time necessary to fulfill a director’s duties
●	Appreciation for the role of a corporation in society
●	Loyalty to the interests of RTX and its shareowners


	Senior Leadership			Technology/Cybersecurity
	Directors who have extensive leadership experience with a complex, large enterprise offer practical perspectives on and oversight of organizational and strategic planning, including in the areas of talent development, succession planning and driving change and long-term growth.			Directors with a background or experience in research and development, engineering, science, information technology/software, cybersecurity or technology offer valuable perspectives on the development of advanced technologies and innovative solutions (including on potential capabilities and implications of AI), and also serve a critical role in the Board’s oversight of cybersecurity risks.


	Experience in Industry			Government
	Directors with experience in the aerospace and defense markets, whether through leadership of a business engaged in those markets or as a government or military customer, provide valuable insights on industry developments and strong oversight of RTX’s strategic priorities and business performance.			Directors who have served in senior government or military roles provide constructive insights about significant government policies and regulations, as well as public policy issues, and their impact on the Company.


	Financial			Environmental, Social and Governance (ESG)
	Directors with proficiency in complex financial management, financial reporting processes, capital allocation, capital markets and mergers and acquisitions provide strong oversight of the Company’s financial reporting, financial controls, capital deployment and strategic investments.			Directors with experience in environmental (including climate-related) issues, sustainability, social responsibility, product safety, ethics and compliance and public company governance (including service on a public company board) strengthen the Board’s oversight of key ESG initiatives, reporting and risks.


	Risk Management/Oversight			Manufacturing, Operations and Supply Chain
	Directors with knowledge and experience in managing major risk exposure for complex, large organizations—including significant financial, operational, compliance, reputational, strategic, international, political and cybersecurity risks—are critical to the Board’s important risk oversight role.			Directors who have led organizations with or otherwise managed manufacturing capabilities, operations and supply chains provide valuable insights on these aspects of our business, which are key to our focus on execution, operational efficiencies and structural cost reductions.


	International
	Directors who have conducted business or operations outside of the United States or worked on international policy and related issues provide perspectives and insights on international business, politics and culture that are invaluable to a global company with operations and sales around the world.

●	Regularly reviewing the key skills and expertise that are most important in selecting candidates to serve as directors, taking into account the evolution of our business, as well as the mix of capabilities and experience already represented on the Board.
●	Regularly considering individual director tenure and succession.
●	Using its self-evaluation process, including individual director evaluations, to inform its decisions about nominations and refreshment (see page 23 for more details on the annual self-evaluation process).

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

	●	Chief Administrative Officer, State Street Corporation (financial services firm), 2019–2020
	●	Executive Vice President & Chief Compliance Officer, State Street Corporation, 2017–2019
	●	Executive Vice President, Finance, State Street Corporation, 2010–2017
	●	Treasurer, State Street Corporation, 2016–2017

	●	Executive Vice President, Chief Compliance Officer, State Street Corporation, 2009–2010
	●	Executive Vice President, Chief Compliance Officer, State Street Global Advisors, 2008–2009
	●	Senior positions with MFS Investment Management and PricewaterhouseCoopers LLP, 1999–2008

	●	Citizens Financial Group, Inc., since 2024
	●	United States Steel Corporation, since 2020

	●	Affiliated Managers Group, 2020–2024
	●	Raytheon Company, 2014–2020

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

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