RTX Corp RTX

37% shingled-prose overlap between the two filings.

2025: 82,975 chars · 2026: 71,326 chars

• Committee Report:57% overlap (733 → 631 chars)
• Pay Ratio (Item 402(u)):15% overlap (3,579 → 4,629 chars)
• Say-on-Pay proposal:29% overlap (24,984 → 24,999 chars)

• newWhat’s in this section?
• newIn this section, we discuss our compensation philosophy and explain how our executive compensation program is structured to advance our fundamental objective of aligning our executives’ compensation with the long-term interests of RTX shareowners.
• newWe also explain how the Human Capital & Compensation Committee of the Board (the “HCC Committee”) determined compensation for our NEOs listed below, as well as its rationale for specific 2025 pay decisions.
• newExecutive 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
• new2025 NAMED EXECUTIVE OFFICERS (“NEOs”) Christopher T.
• newCalio Chairman, President & Chief Executive Officer(1) Neil G.
• changedMitchill, Jr. Executive Vice President & Chief Financial Officer Philip J. AGE49RTXEXPERIENCE10YEARS
• newJasper President, Raytheon Shane G.
• newEddy President, Pratt & Whitney Troy D.
• newBrunk President, Collins Aerospace (1) Mr. Calio served as President & Chief Executive Officer until April 30, 2025, at which point he assumed the role of Chairman of the Board, becoming Chairman, President & Chief Executive Officer.
• newRTX 2026 PROXY STATEMENT 39
• changedOur 2025 2024Say-on-Pay Vote Each year, we consider the results of our advisory vote on executive compensation (“Say-on-Pay”) from the prior year.
• changedAt our 2025 2024Annual Meeting of Shareowners, approximately 96% 86%of the votes cast were in favor of the HCC Committee’s 2024 2023executive compensation decisions.
• changedIn 2025, 2024,our shareowner outreach efforts focused on ourCEOsuccession,the HCC Committee’s pay decisions for our NEOs and how we can continue to enhance our proxy disclosure to ensure it is clear and concise.
• changedFor more information on our shareowner engagement, see page 31. 32.
• new2025 Performance Overview
• newIn 2025, we built upon our solid foundation by capitalizing on the robust demand across aerospace and defense markets to deliver strong operational and financial results.
• newThrough continued operational discipline, each of our businesses—Collins Aerospace, Pratt & Whitney and Raytheon—achieved organic sales growth and improved adjusted segment margins.
• newDespite significant headwinds from unplanned tariffs, we surpassed the adjusted net sales, adjusted EPS and free cash flow expectations we communicated to investors for the year.
• newWe also generated meaningful returns for our shareowners, closing the year with a total shareowner return (“TSR”) of 61%, outpacing the S&P 500 Index’s 18% TSR.
• newMomentum for the future remains strong.
• newWith more than $138 billion in new bookings, our backlog reached a record $268 billion.
• changedLooking ahead, Aswelooktothefuture,we remain focused on our mission to connect and protect our andconnecttheworld.
• newBy meeting sustained demand with disciplined execution and strategic investments, we are advancing the future of flight, delivering smarter defense systems and developing transformative technologies that shape global progress.
• newAt RTX, we are well positioned to drive long-term growth and create lasting value for our shareowners, while helping our customers achieve their most critical missions.
• new2025 HIGHLIGHTS 1.56 book-to-bill ratio 7.9% increase in dividend per share $161 billion commercial aerospace backlog at year-end $107 billion defense backlogat year-end
• new40 RTX 2026 PROXY STATEMENT
• new2025 FINANCIAL HIGHLIGHTS
• changedDILUTED EARNINGS PER SHARE ($ per share) CASH FLOW FLOW(2)(in billions) NET INCOME (in billions) NET SALES (in billions)
• new(1) Adjusted EPS, FCF, adjusted net income and adjusted net sales are non-GAAP financial measures.
• newSee Appendix A on pages 99-101 for more information.
• new2025 STRATEGIC HIGHLIGHTS
• newIn 2025, we advanced our key strategic priorities with a focus on the following:
• newExecuting on our customer commitments Innovating for future growth Leveraging our breadth and scale During the year, we capitalized on the powerful demand for our products and services, and strategically deployed over $2.6 billion in capital expenditures to expand our manufacturing capacity and to drive measurable efficiency gains across the enterprise.
• newExamples include: ● Raytheon increased capacity at its Redstone Missile Integration Facility by 50% and designed, developed and tested a new StormBreaker variant in just 50 days.
• new● Pratt & Whitney doubled airfoil production at its Asheville, North Carolina, facility, and raised its prior year Isothermal Forging output by 13%.
• new● Collins Aerospace increased aircraft production rates across commercial platforms.
• newWe remain focused on shaping the future of flight and defense through transformative technologies that deliver long-term shareowner value and meet the critical needs of our customers.
• newIn 2025, we achieved key milestones and made several advancements in our innovation journey.
• newExamples include: ● Raytheon transitioned its Lower Tier Air and Missile Defense Sensor program from prototype to production in five years.
• new● Pratt & Whitney continued to advance the development of hybrid-electric propulsion for regional aircraft by integrating a 250-kilowatt motor and advancing propeller technology from Collins Aerospace, targeting 20% fuel efficiency gains.
• new● We partnered with non-traditional A&D companies to integrate advanced artificial intelligence into select products.
• newGuided by CORE, our enterprise operating system, we implemented continuous improvement initiatives to optimize our cost structure, enhance productivity and strengthen collaboration across business segments.
• newThrough centralization of our supply chain processes, we contained product inflation and achieved net-product savings.
• newWe also continued to invest in digital infrastructure, AI-enabled analytics and connected systems to transform data into actionable insights—advancing operational efficiency and creating a foundation for sustained innovation.
• changedRTX 2026 2025PROXY STATEMENT 41
• changedThe HCC Committee’s primary goal is to reward and recognize strong financial and operating performance and effective strategic leadership, which it believes drives drivelong-term, sustainable shareowner value.
• changed42 RTX 2026 2025PROXY STATEMENT
• changedOVERVIEW OF 2025 2024PAY DECISIONS
• new2025 Pay Mix
• changedConsistent with our Guiding Principles, the largest portion of compensation for our NEOs in 2025 2024was “at-risk” compensation—annual and LTI awards that are contingent on Company performance relative to our key metrics and stock price performance.
• changedSee pages 5 5,49-50and 48-50 53for details on the metrics we use in our compensation program and why they were chosen.
• changed(1) Percentages calculated based on 2025 2024total direct compensation, as shown in the table below.
• changed2025 2024Total Direct Compensation
• changedThese elements are discussed in detail on pages 47-51. 48-54.
• changed2025 2024total direct compensation includes 2025 2024base salary, 2025 2024annual incentives paid in the first quarter of 2026 2025and the February 2026 2025LTI grant values approved by the HCC Committee, which were based on its assessment of 2025 2024performance and the competitive market pay for each NEO’s role.
• changedThese LTI grant values differ Thisdiffersfrom the February 2025 2024LTI award grant date fair values (accounting values at the time of grant) shown in the Summary Compensation Table on page 64, 69,which were based on the HCC Committee’s assessment of 2024 2023performance and the competitive market pay for each NEO’s role at that time.
• changedFor more details on total direct compensation, see page 53. 56.
• changedThe following chart shows the 2025 2024total direct compensation of our NEOs:
• newCalio $1,550 $5,100 $21,000 $27,650 Neil G.
• newMitchill, Jr. $1,100 $2,525 $7,500 $11,125 Philip J.
• newJasper $835 $1,540 $4,750 $7,125 Shane G.
• newEddy $840 $1,425 $4,500 $6,765 Troy D.
• newBrunk $790 $1,320 $4,500 $6,610
• changed(1) Reflects base salary in effect for each NEO as of December 31, 2025. 2024.
• changedThese amounts differ from those in the Summary Compensation Table on page 64, 69,which reflect salary adjustments (if any) made during the year.
• changed(2) Reflects values approved by the HCC Committee for the LTI award granted on February 11, 2026. 6,2025.
• changedThese differ from the values that will be reported in the Summary Compensation Table in 2027, 2026,which will be calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation.
• changedRTX 2026 2025PROXY STATEMENT 43
• changedHuman Capital & Compensation Committee Oversees our programs ● Sets the financial, strategic and operational goals and objectives for the Company, our business units, and the ExecutiveChairman & andtheCEO, as they relate to the Company’s annual and long-term incentive programs.
• changedManagement CEO provides input to the HCC Committee ● Presents the HCC Committee with recommendations for each principal element of compensation for officers other than himself. himself(orfortheExecutiveChairman,ifapplicable).
• changed● Has no role in the performance evaluation or compensation decisions for himself. himself(orfortheExecutiveChairman,ifapplicable).
• changed44 RTX 2026 2025PROXY STATEMENT
• changed2025 2024Independent Consultant Engagement
• changedIn early 2025, 2024,the HCC Committee again engaged FW Cook as its independent consultant for the year.
• newFW Cook did not perform other services for or receive other fees from the Company.
• changedDuring 2025, 2024,FW Cook representatives attended all HCC Committee meetings.
• changedNo 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. 2024.
• changedThe HCC Committee believes that to keep our executive compensation program sufficiently competitive, the target total direct valueofeachprincipalelementofcompensation should approximate the market median of the companies RTX views as competitors for senior executive talent.
• changedHowever,Individual compensation may vary from market median benchmarks based on the Committee’s itsassessment 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.

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