RTX Corp

NOMINEES Robert O. Work INDEPENDENT DIRECTOR AGE 73 Retired Deputy Secretary of Defense, U.S. Department of Defense DIRECTOR SINCE 2020 BOARD COMMITTEES Governance and Public Policy (Chair), Audit, Special Activities --------------------------------------------------------------------------------------------------------------------------------- Key Skills and Expertise GOVERNMENT EXPERIENCE IN INDUSTRY GOVERNANCE & RESPONSIBILITY --------------------------------------------------------------------- Qualifications Mr. Work provides the Board with significant insight into customer needs acquired through his command, leadership and management positions, including as a U.S. Marine Corps officer, Undersecretary of the Navy and Deputy Secretary of Defense. He has broad expertise in global security matters, including in the areas of defense strategy, advanced technologies, international studies and acquisition reform. He also brings experience with corporate governance and oversight of governance risks from current and past board service, including his leadership of the Governance Committee. Experience ● U.S. Deputy Secretary of Defense (executive department leadership), 2014–2017 ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ● Chief Executive Officer, Center for a New American Security, 2013–2014 ● Undersecretary of the Navy, U.S. Department of the Navy, 2009–2013 ● Positions with the Center for Strategic and Budgetary Assessments, serving in positions of increasing responsibility from 2002–2009, culminating in service as Vice President for Strategic Studies ● Various positions of increasing responsibility during a 27-year career in the U.S. Marine Corps, including artillery battery commander; battalion commander; Base Commander, Camp Fuji, Japan; and Senior Aide to the Secretary of the Navy ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Other Current Directorships ● Govini, Chairman (non-public) --------------------------------- ● Black Sea (non-public) ● Agile Defense (non-public) Former Public Company Directorships ● Raytheon Company, 2017–2020 ------------------------------- Other Leadership Experience and Service ● Senior Counselor for Defense, Distinguished Senior Fellow for Defense and National Security, Center for a New American Security ----------------------------------------------------------------------------------------------------------------------------------- ● Senior Fellow, Johns Hopkins Applied Physics Laboratory ● Member, International Institute for Strategic Studies RTX 2026 PROXY STATEMENT 19 Corporate Governance Our Continuing Commitment to Sound Corporate Governance RTX is committed to strong oversight and governance practices that are grounded in a culture of integrity, accountability, transparency and the highest ethical standards. The Board believes this commitment enhances shareowner value. GOVERNANCE BEST PRACTICES Our Board has adopted robust governance practices, set forth in our Corporate Governance Guidelines, our Committee charters and other RTX documents and policies. The Governance Committee regularly monitors and considers current developments in corporate governance, as well as the views of our shareowners, to determine when to recommend governance changes to the Board. Effective Board oversight Board independence ------------------------------------------------------------------------------------------------------------------------ ● ● Highly qualified Board with diverse mix of perspectives, 9 out of 10 director nominees are independent experience and tenures ● ● Robust Independent Lead Director role, a position Regular Board review of strategic plans and priorities of authority with clearly defined responsibilities ● ● Regular Board and Committee review of significant Independent directors meet regularly without risks, including product safety and cybersecurity risks management ● ● Annual Board evaluation of CEO performance Fully independent Audit, Human Capital & ● Compensation and Governance Committees Regular CEO and senior management succession ● planning All directors are empowered to suggest additional agenda topics for the Board to consider Commitment to shareowner rights Board accountability ● ● Active and ongoing shareowner engagement Annual Board, Committee and individual director ● evaluations Proxy access with customary terms ● ● Annual election of all directors Shareowners can act by written consent ● ● Majority voting for directors in uncontested 15% of voting stock can call special meetings elections ● ● No charter provisions requiring more than a simple Ongoing attention to Board composition and refreshment majority vote of shares ● ● No re-nomination of a director who has served Robust clawback policies for 15 years or reached age 75, unless waived by the Board ● ● No hedging, short sales or pledging of RTX securities Regular review of Committee assignments and leadership; by officers or directors objective to rotate chairs, members at least every five years ● ● Rigorous share ownership requirements for directors Limits on outside public company board service and senior management ● Process for considering and approving new outside directorships and paid consulting/advisory engagements CODE OF CONDUCT Our Code of Conduct reinforces our values and high governance standards by: ● Explaining how our values of Safety, Trust, Respect, Accountability, Collaboration and Innovation must inform our actions ------------------------------------------------------------------------------------------------- ● Guiding the conduct of our employees, officers and directors with each other, our business partners and our communities ● Emphasizing the responsibility to conduct our business with integrity, to respect and protect human rights and to report violations of the Code without fear of retaliation We encourage you to visit the Corporate Governance section of our website (www.rtx.com) for more information about corporate governance at RTX and our Code of Conduct. 20 RTX 2026 PROXY STATEMENT CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE Board Leadership Structure The Board’s approach. Under our Corporate Governance Guidelines, the Board does not have a fixed policy on whether the roles of Chair of the Board and CEO should be separate or combined. Instead, the Governance Committee regularly reviews our Board leadership structure, and the Board selects the structure that it believes will provide the most effective leadership and oversight for RTX in light of the risks and opportunities then faced by the Company. CHAIRMAN & CEO In 2025, Mr. Gregory J. Hayes decided to step down as Executive Chairman of the Board. The Board reviewed its leadership structure at that time and elected Mr. Calio to succeed Mr. Hayes as Chairman. The Board also determined that Mr. Calio would continue to serve in his role as President & CEO and that Mr. Reynolds would continue to serve as Independent Lead Director. Informed by feedback from shareowners, Governance Committee members and other stakeholders, the Board continues to view a unified Chairman & CEO role—balanced by an otherwise fully independent Board that is led by an Independent Lead Director with robust responsibilities—as the appropriate leadership structure at this time to provide responsible governance for RTX and generate long-term returns for our shareowners. Combining the roles of Chair and CEO continues to offer substantial advantages to RTX, including: ● Decision-making agility, clarity, efficiency and speed. --------------------------------------------------------------------------------------------------- ● Alignment between successful implementation of RTX’s strategy and thoughtful Board agendas and materials designed to facilitate strategic oversight. ● Consistent messaging in leadership communication, both internally and with shareowners, customers and other key stakeholders. ● Deeply informed Board leadership necessary to shape oversight of our business in the context of the technical, regulatory and competitive complexity of the aerospace and defense industries. 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: ● 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. 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. RTX 2026 PROXY STATEMENT 21 CORPORATE GOVERNANCE BOARD LEADERSHIP STRUCTURE 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. CHAIRMAN & INDEPENDENT CEO LEAD DIRECTOR ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Christopher Fredric T. Calio G. Reynolds Director since 2023 Director since 2016 In his capacity as Chairman, Mr. Calio: ● ● Presides over all private sessions of the Presides at all meetings of the full Board independent directors, whether regularly scheduled or called at the Independent Lead Director’s discretion ● ● Presides at meetings of shareowners Empowered to call special Board meetings ● ● Calls special Board meetings Collaborates with the Chairman & ● CEO to approve the schedule and set the agenda for Board meetings Empowered to call special meetings of Board ● Committees Provides input to the Chairman & ● CEO on information sent to the Board In conjunction with the Independent Lead ● Director, plans and approves the schedule and agenda for Board meetings Presides at Board meetings when the Chairman & ● CEO is not present Ensures Board materials are appropriate, ● sufficient and of high quality Engages with significant stakeholders, as ● requested Subject to input from the Independent Lead ● Director, approves information sent to the Board Oversees the Board’s evaluation of ● the performance of the Chairman & CEO Engages with significant stakeholders, as ● appropriate 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 22 RTX 2026 PROXY STATEMENT CORPORATE GOVERNANCE BOARD SELF-EVALUATION Board Self-Evaluation The Board believes that robust and constructive self-evaluation is an essential element of good corporate governance, Board effectiveness and continuous improvement. To this end, the Board annually evaluates its own performance and the performance of the Committees and of each individual director. OVERVIEW OF THE SELF-EVALUATION PROCESS Oversight and leadership ------------------------ The Governance Committee designs and has oversight responsibility for the annual self-evaluation process. The Independent Lead Director and the Governance Committee Chair jointly lead the process. How it works ------------ Each director completes a survey regarding significant governance topics, such as the quality of information and briefings provided to the Board and the effectiveness of the Board’s relationship with, and oversight of, senior management. Each director also confers with the Independent Lead Director and the Governance Committee Chair to provide additional feedback, including a candid assessment of peer contributions and performance. The Independent Lead Director and the Governance Committee Chair communicate peer feedback to individual directors, making suggestions for improvement where appropriate, and provide feedback on Committee performance to each Committee chair for discussion with their Committee. The Independent Lead Director and the Governance Committee Chair provide the full Board with a summary of the self-evaluation results and facilitate a Board discussion regarding opportunities for improvement. How it contributes to Board performance --------------------- The self-evaluation process informs the Board’s consideration of: ● Board and Committee structure ---------------------------------------------------------------- ● Board preparedness, effectiveness and oversight priorities ● Committee assignments, leadership and performance ● Refreshment objectives, including composition and key skills ● Director and senior management succession planning ● Individual director development The self-evaluation process continues to generate improvements in our corporate governance and Board effectiveness, including: ● Deepening our Board refreshment strategy ------------------------------------------------------------------------------- ● Sharpening the Board’s focus on key strategic oversight priorities and competitive challenges ● Strengthening Board materials by identifying themes and issues that require enhanced Board oversight During 2025, the Board updated its approach to self-evaluation by: ● Re-instituting a survey process to elicit more detailed feedback from each director ----------------------------------------------------------------------------------------------------- ● Placing greater focus on Board and Committee refreshment planning ● Creating more opportunities for Board feedback on long-term strategy and oversight considerations RTX 2026 PROXY STATEMENT 23 CORPORATE GOVERNANCE BOARD COMMITTEES Board Committees Our Board currently has the following standing Committees: the Audit Committee, the Governance Committee, the Finance Committee, the Human Capital & Compensation Committee and the Special Activities Committee. Our Corporate Governance Guidelines require the Governance Committee to periodically review Committee structure and assignments. The Board gave consideration to individual director development, interests and the functioning of the Committees, and determined that Mr. George Oliver will be appointed Chair of the Governance Committee, with anticipated effect on April 30, 2026, immediately following the 2026 Annual Meeting. In addition, Mr. James Winnefeld, Jr. resigned from the Board effective March 5, 2026. The Board anticipates appointing a new Chair of the Special Activities Committee prior to or immediately following the 2026 Annual Meeting. The Audit Committee, the Governance Committee and the Human Capital & Compensation Committee are composed exclusively of independent directors. Mr. Calio (who is an active employee) serves on the Finance Committee and the Special Activities Committee, because the Board believes he brings particular insights on topics within these Committees’ responsibilities. Each Committee has the authority to retain independent advisors, to approve the fees paid to those advisors and to terminate their engagements. Each Committee operates under a charter that it reviews annually. These charters are available in the Corporate Governance section of our website (www.rtx.com). Audit Leanne G. Caret Chair ------------------------------------------------------------------------------------------------------------------------------------------------------------------ 2025 MEETINGS: 8 ● Assists the COMMITTEE MEMBERS Board in overseeing: the integrity of RTX’s financial statements; the independence, qualifications and performance of RTX’s Bernard A. Harris, Jr. internal and external auditors; the Company’s compliance with its policies and procedures, internal controls, Code of Conduct Denise L. Ramos and applicable laws and regulations; policies and procedures with respect to risk assessment and management; and other responsibilities Robert O. Work as delegated by the Board from time to time ● Recommends to the Board (for shareowner approval) a nominee accounting firm to serve as RTX’s independent auditor and maintains responsibility for compensation, retention and oversight of the auditor ● Pre-approves all auditing services and permitted non-audit services to be performed for RTX by its independent auditor ● Reviews and approves the appointment and replacement of the senior Internal Audit executive The Board has determined that each of Ms. Caret and Ms. Ramos is an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission (“SEC”). 24 RTX 2026 PROXY STATEMENT CORPORATE GOVERNANCE BOARD COMMITTEES Governance and Public Policy Robert O. Work Chair ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- 2025 MEETINGS: 5 ● Provides oversight COMMITTEE MEMBERS of the safety of the Company’s products and services and its quality management system Denise L. Ramos ● Oversees RTX’s Fredric G. Reynolds positions on significant public policy issues James A. Winnefeld, Jr. ● Reviews and monitors Effective April 30, 2026, George R. Oliver will join the Governance the development of RTX’s AI strategy Committee and serve as its Chair. ● Develops and recommends Effective March 5, 2026, Mr. James A. Winnefeld, Jr. resigned from the Board and is no longer a member of the Governance Committee. modifications to our Corporate Governance Guidelines ● Identifies and recommends qualified candidates for election to the Board ● Reviews periodically the Company’s policies on retirement age and term limits for non-employee directors ● Makes recommendations to the Board for Committee assignments ● Reviews and monitors the orientation of new Board members and the continuing education of all directors ● Oversees the design and conduct of the annual self-evaluation of the Board, its Committees and individual directors ● Reviews corporate governance developments and trends and, where appropriate, makes recommendations to the Board on the Company’s governance ● Recommends to the Board appropriate compensation of non-employee directors Finance Brian C. Rogers Chair -------------------------------------------------------------------------------------------------------------------------------------------------------- 2025 MEETINGS: 4 ● Reviews and monitors COMMITTEE MEMBERS the management of RTX’s financial resources and financial risks Tracy A. Atkinson ● Considers plans for Christopher T. Calio significant acquisitions and divestitures George R. Oliver ● Monitors progress on pending and completed acquisitions and divestitures ● Reviews significant financing programs in support of business objectives ● Reviews significant capital appropriations ● Reviews policies and programs related to: dividends and share repurchases; financing, working and long-term capital requirements; managing exposure with respect to foreign exchange, interest rates and raw material prices; investment of pension assets; and insurance and risk management RTX 2026 PROXY STATEMENT 25 CORPORATE GOVERNANCE BOARD COMMITTEES Human Capital & Compensation Tracy A. Atkinson Chair ---------------------------------------------------------------------------------------------------------------------------------------------------------------- 2025 MEETINGS: 5 ● Reviews RTX’s COMMITTEE MEMBERS executive compensation policies and practices to ensure that they adequately and appropriately align executive and shareowner interests George R. Oliver ● Reviews and approves Ellen M. Pawlikowski the design of, and sets performance goals for, our executive annual and long-term incentive programs Fredric G. Reynolds ● Evaluates the performance Brian C. Rogers 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 Special Activities James A. Winnefeld, Jr. Chair ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ 2025 MEETINGS: 4 ● Reviews and monitors COMMITTEE MEMBERS activities involving classified business of RTX, including significant classified programs Christopher T. Calio ● Reviews policies, Leanne G. Caret processes, risk management and internal controls applicable to classified business Bernard A. Harris, Jr. ● Supports the Board Ellen M. Pawlikowski as required in oversight of classified cybersecurity Robert O. Work ● Reviews RTX’s Mr. James A. Winnefeld, Jr. served as the Chair of the Special Activities Committee throughout 2025. Effective March 5, 2026, Mr. Winnefeld resigned from the Board and is no longer a member of the Special Activities Committee. The Board anticipates appointing a new Chair of the Special Activities Committee prior to or immediately following the 2026 Annual Meeting. cybersecurity risk exposure with respect to the Company’s products and management’s efforts to manage that exposure ● Assists other Committees with their activities and oversight related to product safety risk and development of technical talent ● Monitors critical technology gaps and reviews investments, talent development and other efforts by management to address those gaps 26 RTX 2026 PROXY STATEMENT CORPORATE GOVERNANCE DIRECTOR INDEPENDENCE Director Independence Under RTX’s Director Independence Policy and the New York Stock Exchange (“NYSE”) listing standards, a majority of our directors must be independent, meaning that they do not have a direct or indirect material relationship with RTX (other than as a director). The Board’s Director Independence Policy guides the independence determination and defines certain categories of relationships that will not be considered material relationships that would impair a director’s independence. This policy is available on the Corporate Governance section of our website (www.rtx.com). Before joining the Board and annually thereafter, each director or nominee completes a questionnaire about relationships and transactions that may require disclosure, may affect independence or may affect our ability to meet the heightened independence standards for members of the Audit Committee and members of the Human Capital & Compensation Committee. The Governance Committee’s assessment of independence considers all known relevant facts and circumstances about the relationships bearing on the independence of a director or nominee. The Board considers potential materiality of a director’s relationship with RTX both from the director’s standpoint and from the standpoint of persons or organizations with which the director has an affiliation. The assessment also considers sales and purchases of products and services between RTX (including its subsidiaries) and other companies or charitable organizations where a director or a nominee (or an immediate family member of a director or nominee) may have relationships pertinent to the independence determination. In accordance with the Director Independence Policy and NYSE listing standards, the Board has determined that, other than Mr. Calio (who is a current employee of RTX), none of the nominees for election at the 2026 Annual Meeting has, directly or indirectly, a material relationship with RTX (outside of serving as a director) or any direct or indirect material interest in any transaction involving RTX. Other than Mr. Calio, each nominee satisfies our independence criteria and the independence standards of the NYSE and the SEC. The Board’s Role Our Board provides active and independent oversight and guidance to management regarding the Company’s long-term strategy and priorities, risk management, and CEO and senior management succession planning, as well as other aspects of our business and affairs. In addition, the Board has adopted robust governance practices to enhance its effectiveness and is engaged on behalf of our shareowners. As part of carrying out its oversight responsibilities, the Board: In 2025, our Board worked closely with management to provide effective ● Annually reviews oversight of key priorities, including: the Company’s long-term plan and strategy and those of its business units ● Our continued focus ● Engages in ongoing on our commitments to customers, returning value to shareowners and leveraging the breadth and scale of our business discussion of near-, medium- and long-term risks and strategic matters, including the geopolitical environment, economic conditions, ● Risk management industry trends and developments, and their impacts on our business, as well as strategic opportunities and challenges efforts, including strengthening our supply chain, executing our production ramp and continuing the expansion of our GTF aftermarket ● Is regularly briefed operations, and expanding production capacity for critical munitions on assessments of the Company’s business portfolio and is engaged in the Company’s mergers, acquisitions, divestitures ● Our strategic investments and other corporate development activities in technology and innovation to mature existing capabilities and introduce new capabilities for our customers, including the recent ● Reviews and approves certification of our GTF Advantage engine the Company’s annual operating plan, and receives regular updates on management’s progress against its annual operating ● Ongoing attention plan, including opportunities and challenges that arise to our CORE operating system, which drives continuous improvement in our operations ● Periodically engages ● Enhancing our enterprise with shareowners on a variety of matters, including the financial performance, capital allocation and business strategy of the systems, including through the deployment of AI use cases to improve efficiency and productivity Company ● Our response to ● Receives briefings evolving geopolitical issues and other external conditions, including tariffs and counter-tariffs and other governmental measures from outside advisors and counsel on strategic, financial, legal and compliance, and other matters ● Our talent development strategies, including senior management succession planning RTX 2026 PROXY STATEMENT 27 CORPORATE GOVERNANCE THE BOARD’S ROLE RISK MANAGEMENT OVERSIGHT The chart below shows the current allocation of general risk oversight functions between management and the Board. Management Board of Directors Responsible for identifying, assessing, prioritizing and managing Responsible for Board and Committee risk oversight governance, the various risks that the Company faces including allocation of risk oversight responsibilities ● Employs a comprehensive ● Audit Committee oversees enterprise risk management (“ERM”) program management’s ERM program ● Maintains robust internal ● Board has allocated processes and an effective internal control environment specific responsibilities to itself and its Committees for overseeing particular risks, as shown below -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- Full Board ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- ● ● ● Major strategic risks, such as geopolitical and other external conditions Enterprise cybersecurity (e.g., IT systems, factory, supply chain and hosted services) and compliance Succession planning ● Significant litigation ● Government relations Audit Committee Governance Committee Finance Committee Human Capital & Compensation Special Activities Committee ● ● ● Committee ● Financial reporting Corporate governance Capital structure ● Classified business ● ● ● Executive compensation and benefits policies, practices and plans ● Internal controls Conflicts of interest Financing ● Technology and innovation ● ● ● Incentive plan performance metrics and goals ● Auditing matters Director independence Pensions ● Product cybersecurity ● ● ● Compensation for senior leaders Taxes Product quality Capital transactions ● ● ● ● Compensation plan design Legal, ethical and regulatory compliance programs Product safety Foreign exchange ● ● ● Executive retention Sustainability Interest rates ● ● ● Human capital management initiatives Workplace safety Corporate transactions ● Human rights ● Public policy issues ● AI The Board’s risk oversight governance framework is designed to enable it to understand critical near-, medium- and long-term risks in the Company’s business and strategy, allocate responsibilities for risk oversight among the full Board and the Committees, evaluate the Company’s risk management processes and whether they are functioning adequately, and engage in regular communications with management regarding risk trends, developments, mitigation, major issues and responsive actions. For the sake of efficiency, the full Board retains primary oversight responsibility over certain risks that cut across the subject area expertise of multiple Committees, such as significant litigation and geopolitical conditions. Although each Committee has primary responsibility for the particular risks assigned to it, the complexity of our business precludes a rigid approach to Board and Committee oversight. For example, a risk related to AI may have implications for legal, ethical and regulatory compliance, in which case risk management would be overseen by both the Audit Committee and the Governance Committee. Among the Board’s approaches to addressing this complexity is broadening attendance at Committee meetings. Directors are encouraged, and are regularly invited by the Committee Chairs, to attend meetings of Committees of which they are not members. This gives our directors a stronger and more nuanced understanding of the risks impacting the Company and how each Committee reviews those risks. 28 RTX 2026 PROXY STATEMENT CORPORATE GOVERNANCE THE BOARD’S ROLE The Company maintains robust internal processes and an effective internal control environment that facilitate the identification and management of risks and regular communication with the Board. A core element is the Company’s ERM program, which conforms to the Enterprise Risk Management—Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission and is designed to identify and evaluate the full range of significant risks to RTX, including legal, compliance, financial, operational, strategic and reputational risks. Our Finance function, in close collaboration with our Legal, Contracts & Compliance function, leads the ERM program, with an annual cycle for structured reviews, discussions and mitigation planning. Risks are identified and evaluated through both a “bottom-up” and a “top-down” process involving senior management and all of the functions and business units. Through this process, senior management considers trends and developments, as well as the effectiveness of the Company’s mitigation plans. Our risk management processes are informed by the results of our ERM program, including those relating to our Internal Audit plans, ethics and compliance programs, financial reporting and SEC disclosures. The Chief Financial Officer and the General Counsel brief the Board at least biannually on the most significant risks under our ERM program and the associated mitigation plans. They also annually brief the Audit Committee on the ERM review process. In connection with these ERM reports and briefings, the Board reviews its allocation of risk oversight responsibilities among itself and the Committees. In addition to these ERM briefings, management regularly reviews significant risks, including trends and developments, with the Board and its Committees, providing updates on long-term risks during annual long-range planning, strategic reviews and through regular reviews of annual operating plans, as well as providing a near- and medium-term focus on financial performance, market environment updates and presentations on specific associated risk areas. Between Board and Committee meetings, directors receive updates regarding developments in the Company’s business as well as emerging risks. In addition, the Independent Lead Director regularly communicates with the CEO and other directors about emerging risks and issues and the coverage of appropriate risk topics in Board meeting agendas. Cybersecurity Risk Oversight We have a robust program for identifying, assessing and managing cybersecurity risks. These risks include those relating to our internal systems, our products, services and programs for customers, and our supply chain. The full Board has primary oversight responsibility for “enterprise” cybersecurity risks, such as those relating to our information and operational technology systems and our suppliers and partners for those systems, and it receives regular briefings on these risks in addition to briefings on enterprise cybersecurity incidents and key Company defenses and mitigation strategies. Our Special Activities Committee has primary oversight responsibility for cybersecurity risks that relate to our products and services, is regularly briefed by management on such risks (including updates on product and service cybersecurity incidents, defenses and mitigation strategies), and supports the Board in oversight of classified business cybersecurity, such as with respect to Company internal information and operational technology systems. The Audit Committee also considers cybersecurity and data privacy risks in connection with its financial and compliance risk oversight role. Product Safety Risk Oversight Management fosters a strong safety culture and maintains robust safety programs across our businesses. Product safety is covered by our ERM program, and the Governance Committee has oversight responsibility for product safety risks (with the Special Activities Committee assisting on classified product safety). The Governance Committee annually reviews our corporate product safety program, receives an update at each meeting regarding product safety matters (including incident metrics and managed safety issues) and regularly receives a briefing from each business unit on its product safety management system, including how the system applies in practice, as well as the business unit’s product safety culture. Our product safety program also provides for immediate reporting to the Governance Committee in the event of certain significant product safety incidents. Product Quality Risk Oversight RTX is committed to providing our customers with products and services that meet or exceed our quality representations and requirements. The Governance Committee meets regularly to consider the operation of our quality management systems on both a Company-wide and business unit-level basis, to consider our product quality culture, and to review the role that our quality management systems play in our core functions, including supply chain and engineering. Our product quality program includes a Company-wide Quality Council and a layered quality management audit structure to reduce enterprise risk. Artificial Intelligence Risk Oversight The Governance Committee is responsible for overseeing the Company’s AI strategy. The Committee’s role includes review of RTX’s Responsible AI Corporate Policy, which articulates RTX’s AI ethical use principles, governance, training and incident response. Through this policy, RTX has established an AI risk management framework based on well-recognized AI governance processes to ensure our AI use complies with applicable law, our AI ethical principles and our Code of Conduct, and meets key stakeholder expectations. Our AI risk management framework identifies responsible leaders to implement its requirements for AI governance, establish incident response procedures, and deploy training, tools and communications to support RTX employees’ safe and ethical use of AI in our business and operations. The Board and the Committee are regularly briefed regarding the implementation of RTX’s AI strategy, approach to risk management and use of AI tools to accelerate our product development. RTX 2026 PROXY STATEMENT 29 CORPORATE GOVERNANCE THE BOARD’S ROLE Compensation Risk Oversight The Human Capital & Compensation Committee (the “HCC Committee”) believes that executive compensation payouts must: ● Align with the Company’s financial performance ----------------------------------------------------------------------------------------------------------------- ● Be earned in a manner consistent with RTX’s Code of Conduct and other compliance policies ● Promote long-term, sustainable value for shareowners ● Provide fair and equitable pay to employees of comparable experience and performance who perform similar work ● Strike a balance between appropriate levels of financial opportunity and risk The HCC Committee identifies, monitors and mitigates compensation risk in the following ways: 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 Risk Assessment. During 2025, the HCC Committee engaged FW Cook as its independent third-party consultant to perform a compensation risk assessment. As a result of this assessment, both FW Cook and the HCC Committee concluded that the Company’s incentive plans do not contain risky features that are likely to have a material and adverse impact on the Company. Further, FW Cook and the HCC Committee concluded that the Company’s compensation plans, programs and policies contain sufficient risk mitigation factors. 30 RTX 2026 PROXY STATEMENT CORPORATE GOVERNANCE SHAREOWNER ENGAGEMENT SUCCESSION PLANNING OVERSIGHT The Board has primary responsibility for CEO and senior management succession planning. The Board considers effective continuity of leadership to be critical to the Company’s success and supports senior management in carefully considering and planning for successful leadership transitions. Our Chairman & CEO and the Executive Vice President & Chief Human Resources Officer regularly meet with the Board to discuss the development of potential candidates for succession to senior leadership roles, including the CEO role. The Board’s input and feedback are reflected in annual updates to succession plans. Succession plans include readiness assessments, biographical information and career development plans. After several years of deliberate succession planning by the Board, Mr. Calio succeeded Mr. Hayes as CEO effective May 2, 2024, and as Chairman effective April 30, 2025. Mr. Reynolds continues to serve as the Board’s Independent Lead Director. The Board believes that this approach to leadership succession best serves the needs of the Company, as it emphasizes an orderly and stable transition supported by continuity in Board leadership. The Board plays an ongoing and continuous role in evaluating the Company’s leadership structure as part of its oversight of the succession planning process. GOVERNANCE AND RESPONSIBILITY OVERSIGHT Our commitment to innovation and collaboration drives our vision for a safer, more connected world, and underpins our approach to governance and responsibility, encompassing transformative technology, responsible business, and people and communities. RTX innovates new technologies to positively impact the world around us, including through the development of new products to advance global aviation and support armed forces operations. We operate our business with integrity and uphold the highest standards in ethical business practices, product safety and product quality. Through focused investments, volunteer commitments and strategic partnerships, we help meet the needs of our communities and build a better future together. And our high-performing teams prioritize safety to meet the needs of our customers and communities. As with risk management oversight, the Board has allocated responsibility for the various elements of our commitment to governance and responsibility to the Committees, while retaining full Board oversight of any matters that cut across the expertise of multiple Committees. Shareowner Engagement The Board and RTX management believe in transparent and open communication with shareowners. Over the years, these engagements have improved our corporate governance practices, led to expanded shareowner rights, enhanced the Board’s composition and improved the design and disclosure of our executive compensation program. We regularly communicate with our shareowners throughout the year, including through calls, one-on-one and small group meetings, and conferences. We engage with our shareowners each Spring after our Proxy Statement is filed in anticipation of our Annual Meeting. We also engage with our investors each Fall to better understand their approach to the issues addressed during our Annual Meeting and other stewardship topics that arose during the proxy season among the broader investment community. In addition, management, at times joined by some of our independent directors, routinely meets with shareowners to discuss a range of matters, including financial performance, capital allocation, end markets, business strategy, executive compensation and corporate governance practices. In 2025, management participated in ten major investor conferences, visited shareowners, hosted investors and analysts at a technology showcase in Paris, France, and invited shareowners to visit key facilities across the Company. In 2025, we engaged with shareowners holding RTX Common Stock representing over 60% of our outstanding shares ------------------------------------------------------------- RTX 2026 PROXY STATEMENT 31 CORPORATE GOVERNANCE POLITICAL ACTIVITIES AND PUBLIC POLICY ENGAGEMENT Political Activities and Public Policy Engagement RTX actively participates in the political and public policy process at the federal, state and local levels on matters that are core to our business interests. We operate in highly regulated industries, and our government relations initiatives are intended to educate and inform officials and the public on a broad range of public policy matters that impact our businesses. These initiatives are based on the Company’s interests and needs—not based on the personal agendas of individual directors, officers or employees—and are conducted in accordance with our Code of Conduct and applicable laws and regulations. All political activities of RTX are managed at the highest levels of the Company. The Board of Directors, directly or through the Governance Committee, is responsible for overseeing the Company’s conduct of government relations activities, including its positions on significant public policy issues, advocacy efforts and political spending. The Governance Committee receives regular briefings from management on these matters to ensure that the Company’s political activities are well aligned with its strategy and values. The Board also oversees the activities of the Employees of RTX Corporation Political Action Committee (“RTX PAC”). RTX PAC is voluntary, funded with employee contributions only, nonpartisan and supports candidates for federal and state office and the national political organizations of both major parties—giving employees, regardless of their political affiliations, a way to speak with a unified voice on issues important to RTX. RTX PAC is governed by a Steering Committee composed of members of RTX’s leadership team and considers several criteria before approving a contribution to a candidate, including a determination that the candidate demonstrates a commitment to RTX’s core values. RTX PAC does not give to candidates who are under Department of Justice investigation or who are under investigation for a significant violation of Congressional ethics rules. RTX PAC operates in accordance with all applicable laws and regulations, and its contributions are reflected in public filings with the Federal Election Commission. The Executive Vice President for Global Government Relations leads RTX’s government relations and political activities initiatives, reports to the Governance Committee on the Company’s political and lobbying activities, including the activities of RTX PAC, and works closely with the Company’s Legal, Contracts & Compliance function to ensure the Company’s political activities comply with all legal requirements, established Company policies and the highest ethical standards. RTX does not contribute Company funds to federal, state or local office candidates, Section 527 organizations, Super PACs, independent expenditures or other ‘grassroots’ communications to the general public related to the support or opposition of federal, state or local candidates, ballot measures or any other election-related matters. In the ordinary course of business, RTX participates in and pays dues to nonprofit trade associations that help us stay abreast of technical issues and emerging trends relevant to our business, and provide educational and workforce development opportunities. Some trade associations use a portion of their membership dues for nondeductible purposes, such as lobbying. RTX does not make payments to trade associations or other tax-exempt organizations that are designated for election-related purposes. We are transparent with respect to the Company’s political activities and the activities of RTX PAC, and we fully comply with all applicable public disclosure requirements. In particular: ● We provide extensive information about our political activities on our website. ------------------------------------------------------------------------------------------------------------------------------------- ● With respect to federal lobbying, we file quarterly lobbying activity reports and semi-annual lobbying contributions reports with the Clerk of the U.S. House of Representatives and the Secretary of the U.S. Senate. These reports contain details of our lobbying efforts, political activity and related expenditures in accordance with the Lobbying Disclosure Act, and are publicly accessible via the House and Senate websites and RTX’s website. ● With respect to state and local lobbying, our activities at the state and local level are limited and generally involve issues related to economic development and business regulatory matters in states where we maintain a significant business presence. State and local lobbying activities are disclosed in compliance with applicable laws and regulations, and, for those jurisdictions that provide online availability, we disclose on our website where our filed reports can be obtained. ● We disclose, through public filings with the Federal Election Commission, the full list of candidates and committees to which RTX PAC has contributed, and we provide a link to these filings on our website. ● We disclose on our website a listing of the trade associations with disclosed lobbying expenses to which the Company paid $25,000 or more in membership dues or other contributions during the prior year, including the portion of such amounts, if any, that are nondeductible as a lobbying or political expenditure. In 2024, as shown in our current disclosure, no contributions to a single trade association with disclosed lobbying expenses exceeded $600,000. Additional information regarding RTX’s public activities can be found on our website at www.rtx.com under the heading “Who We Are/Corporate Governance/Public Activities.” 32 RTX 2026 PROXY STATEMENT Compensation of Directors Pay Structure ANNUAL RETAINER Under the terms of the RTX Corporation Board of Directors Deferred Stock Unit Plan (“RTX Director DSU Plan”), annual retainers for non-employee directors are payable 40% in cash and 60% in deferred stock units (“DSUs”). Directors, however, may elect to receive 100% of the annual retainer in DSUs. The annual retainer paid to non-employee directors for the May 2025 to May 2026 Board cycle is dependent upon the role each director holds, as follows: Role Cash ($) Deferred Total Annual Stock Units ($) Retainer ($) -------------------------------------------------------------------------------------------- All Directors (base retainer) $138,000 $207,000 $345,000 Additional Compensation for Services as: Independent Lead Director $20,000 $30,000 $50,000 Audit Committee Chair $16,000 $24,000 $40,000 Human Capital & Compensation Committee Chair $14,000 $21,000 $35,000 Finance Committee Chair $10,000 $15,000 $25,000 Governance and Public Policy Committee Chair $10,000 $15,000 $25,000 Special Activities Committee Chair $10,000 $15,000 $25,000 Annual retainers are paid each year following the Annual Meeting. Non-employee directors who join the Board or are appointed to a leadership role between the Annual Meeting and the end of September receive 100% of the annual retainer. Non-employee directors who join the Board or are appointed to a leadership role between October and the next Annual Meeting receive 50% of the annual retainer. Non-employee directors do not receive additional compensation for attending regular Board or Committee meetings, although they do receive a $3,000 fee for special, in-person meetings. The special meeting fee applies only to formal Board or Committee meetings that are not on the Board’s annual calendar and do not take place during a regularly scheduled Board meeting. No special Board or Committee meetings took place in 2025. DEFERRED RESTRICTED STOCK UNITS Directors appointed to the Board before October 2019 received a one-time deferred restricted stock unit (“RSU”) award. This award vested in equal portions over five years, but distribution does not occur until a director retires from the Board. Non-employee directors appointed after October 2019 did not receive a deferred RSU award upon joining the Board. All deferred RSUs held by directors are fully vested. DIVIDEND TREATMENT When RTX pays a dividend on RTX Common Stock to shareowners, directors are credited with additional DSUs and deferred RSUs equal in value to the dividend paid on the corresponding number of shares of RTX Common Stock. PLAN DISTRIBUTIONS DSUs and deferred RSUs are not distributed to directors until they retire from the Board. Upon retirement, RTX DSUs and deferred RSUs are converted into shares of RTX Common Stock. For our legacy UTC directors, upon the 2020 spinoff by United Technologies Corporation (“UTC”) of Carrier and Otis, DSUs and deferred RSUs originally based in UTC stock were converted into DSUs and deferred RSUs in the stock of RTX, Carrier and Otis. When these directors retire from the RTX Board, the Carrier and Otis DSUs and deferred RSUs (if any) will be distributed in cash. Directors can elect to receive distributions in either a lump sum or in 10- or 15-year installments. RTX 2026 PROXY STATEMENT 33 COMPENSATION OF DIRECTORS 2025 DIRECTOR COMPENSATION 2025 Director Compensation Name(1) Fees Stock All Total Earned or Award ($)(3) Other ($) Paid in Cash ($)(2) Compensation ($)(4) -------------------------------------------------------------------------------------------------- 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 (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. 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. ------------------------------------------------------------------------------------------------------------------------ 34 RTX 2026 PROXY STATEMENT Share Ownership Share Ownership Requirements Our rigorous share ownership requirements, shown below, promote and strengthen the alignment of our non-employee directors and senior management with the interests of our shareowners. 6x 5x 4x 3x 2x base salary for our Chairman & CEO role annual base cash retainer for non-employee base salary for our CFO and business unit presidents base salary for other ELG members base salary for other officers(1) directors ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- For the purposes of determining compliance with the RTX Share Ownership Policy, shares are defined as RTX Common Stock held outright (by the executive/director or their spouse), RSUs, restricted stock awards and shares or share equivalents held in a Company savings plan or deferred compensation plan. Stock options, stock appreciation rights (“SARs”) and PSUs are excluded from the definition of shares under the RTX Share Ownership Policy. Non-employee directors must achieve their required ownership level within five years of joining the Board, and ELG members (including the NEOs) must achieve their ownership levels within five years of appointment to the ELG or a role requiring a higher level of ownership. Other officers who are not ELG members must achieve their ownership levels within five years of appointment to an officer role. An individual who has not reached the applicable ownership level after this five-year period is not permitted to sell RTX shares until that ownership level is achieved. All directors, ELG members and other officers currently comply with their respective ownership requirements or are on track to meet them within the five-year period. (1) Other officers who are not ELG members. --------------------------------------------- Beneficial Share Ownership of Directors and Executive Officers The following table shows the beneficial ownership of RTX Common Stock as of February 17, 2026, for: (i) each director and nominee; (ii) each NEO; and (iii) the directors and executive officers as a group. None of these individuals or the group as a whole beneficially owned more than 1% of RTX Common Stock as of that date. Unless otherwise noted, each person named in the table has sole voting power and sole investment power. Name of Beneficial SARs Exercisable RSUs Convertible to DSUs Convertible Total Shares Owner within 60 days(1) Shares within 60 days(2) to Beneficially Owned(4) Shares within 60 days(3) -------------------------------------------------------------------------------------------------------------------------------------------------------------- Each director as of February 17, 2026, including the Chairman, President & CEO T. Atkinson – – 15,322 19,402 C. Calio 291,304 – – 421,213 L. Caret – – 7,400 7,400 B. Harris, Jr. – – 10,754 10,754 G. Oliver – – 15,815 32,081 E. Pawlikowski – – 15,479 18,678 D. Ramos – 1,219 27,239 28,458 F. Reynolds – 1,244 23,374 46,843 B. Rogers – 1,244 36,198 42,442(5) J. Winnefeld, Jr. – – 22,558 30,558 R. Work – – 17,155 22,356 RTX 2026 PROXY STATEMENT 35 SHARE OWNERSHIP CERTAIN BENEFICIAL OWNERS Name of Beneficial SARs Exercisable RSUs Convertible DSUs Convertible Total Shares Owner within 60 days(1) to to Beneficially Owned(4) Shares within 60 days(2) Shares within 60 days(3) -------------------------------------------------------------------------------------------------------------------------------------------------------- CFO and other NEOs who are not also directors N. Mitchill, Jr. 175,149 – – 259,711 P. Jasper 72,085 – – 99,097 S. Eddy 118,431 – – 118,630 T. Brunk 6,554 – – 10,959 All directors and executive officers as a group (19 in total)(6) 1,406,743 (1) Net number of shares of RTX Common Stock that would be issued to the current or former executive officers if their vested SARs were exercised within 60 days of February 17, 2026. Once vested, each SAR can be exercised for the number of shares of RTX Common Stock having a value equal to the difference between the market price on the exercise date and the exercise price of the SAR. The estimated net number of shares of RTX Common Stock was calculated using $203.50 per share, which was the NYSE closing price of RTX Common Stock on February 17, 2026. ------------------------------------------------------------------------------------------------------------------------------------ (2) Each non-employee director appointed to the Board prior to October 2019 received deferred RSUs that vest in equal portions over five years and are distributed in shares of RTX Common Stock when the director retires from the Board. The table reflects the vested deferred RSUs, which are the number of shares in which the director has the right to acquire beneficial ownership at any time within 60 days of February 17, 2026, following the director’s retirement from the Board. (3) Reflects the previously accrued portion of the non-employee director’s annual retainer earned in DSUs, which are restricted from distribution until retirement. The table reflects the number of shares in which the director or nominee has the right to acquire beneficial ownership at any time within 60 days of February 17, 2026, following the director’s retirement from the Board. (4) Reflects holdings by the director, nominee or officer of all shares beneficially owned and awards convertible to shares within 60 days of February 17, 2026. (5) Includes shares for which voting and investment power is jointly held by the director: B. Rogers (5,000 shares). (6) Holdings, as of February 17, 2026, of the directors and executive officers who are listed in the Company’s 2025 Annual Report on Form 10-K. Certain Beneficial Owners The following table shows all holders known to RTX to be beneficial owners of more than 5% of the outstanding shares of RTX Common Stock as of December 31, 2025. Name and Address Shares Percent of Class --------------------------------------------------------------------- Vanguard Group, Inc.(1) 124,986,171 9.3% P.O. Box 2600 Valley Forge, PA 19482-2600 BlackRock, Inc.(2) 104,920,146 7.8% 50 Hudson Yards New York, NY 10001 State Street Corporation(3) 91,884,588 6.8% 1 Congress Street, Suite 1 Boston, MA 02114-2016 Capital Research Global Investors(4) 76,140,352 5.7% 333 South Hope Street, 55th Floor Los Angeles, CA 90071 (1) Based on a Form 13F filed with the SEC by Vanguard Group, Inc. (“Vanguard”) on January 29, 2026, as of December 31, 2025, Vanguard held sole voting power with respect to 19,434 shares of RTX Common Stock, shared voting power with respect to 8,166,292 shares of RTX Common Stock, sole investment discretion with respect to 111,788,856 shares of RTX Common Stock, and no voting or investment discretion with respect to any other shares of RTX Common Stock. Vanguard’s most recent Schedule 13G/A for RTX was filed with the SEC on February 13, 2024. -------------------------------------------------------------------------------------------------------------------------------------- (2) Based on a Form 13F filed with the SEC by BlackRock, Inc. (“BlackRock”) on February 12, 2026, as of December 31, 2025, BlackRock held sole voting power with respect to 97,984,630 shares of RTX Common Stock, sole investment discretion with respect to 104,920,146 shares of RTX Common Stock, and no voting or investment discretion with respect to any other shares of RTX Common Stock. BlackRock’s most recent Schedule 13G/A for RTX was filed on January 26, 2024. (3) Based on a Form 13F filed with the SEC by State Street Corporation (“State Street”) on February 13, 2026, as of December 31, 2025, State Street held sole voting power with respect to 6,581,924 shares of RTX Common Stock, shared voting power with respect to 37,202,192 shares of RTX Common Stock, shared investment discretion with respect to 91,884,588 shares of RTX Common Stock, and no voting or investment discretion with respect to any other shares of RTX Common Stock. State Street’s most recent Schedule 13G/A for RTX was filed with the SEC on January 30, 2024. (4) Based on a Form 13F filed with the SEC by Capital Research Global Investors (“Capital”) on February 11, 2026, as of December 31, 2025, Capital held sole voting power with respect to 76,118,391 shares of RTX Common Stock, shared investment discretion with respect to 76,140,352 shares of RTX Common Stock, and no voting or investment discretion with respect to any other shares of RTX Common Stock. Capital’s most recent Schedule 13G/A for RTX was filed with the SEC on February 9, 2024. 36 RTX 2026 PROXY STATEMENT Proposal 2: Advisory Vote to Approve Executive Compensation What Each year we ask shareowners to approve, on an advisory basis, the compensation of our Named Executive Officers (“NEOs”). Before voting, we encourage you to read and consider the Compensation Discussion and Analysis on pages 39-62, along with the compensation tables on pages 64-77. am I voting on? ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- How is shareowner feedback considered? RTX values and considers shareowner views when making executive compensation decisions. Over the years, shareowner input has substantially contributed to the philosophy that underpins the design of our executive compensation program—our Guiding Principles—which are described on page 42 of this Proxy Statement. We continue to engage with investors each year to solicit their views on our executive compensation programs. The Human Capital & Compensation Committee (the “HCC Committee”) uses this feedback in its evaluation and oversight of our program. Shareowner feedback is also reflected in our ongoing effort to make the compensation information in our proxy statements clear and transparent. Why should I vote for this proposal? The HCC Committee is committed to designing an executive compensation program that is structured to advance our fundamental objective: aligning our executives’ compensation with the long-term interests of our shareowners. The HCC Committee’s primary goal is to ensure that our program rewards financial and operating performance and effective strategic leadership—key elements in building sustainable shareowner value. In addition, compensation opportunities are structured to: ● 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 Further, the performance metrics used in our incentive programs directly align with shareowner interests, with the timing and amount of actual payouts correlated to our short-, medium- and long-term performance. Over the past several years, the HCC Committee has taken actions to reinforce these objectives, such as replacing RSUs with SARs and eliminating certain executive perquisites. RTX 2026 PROXY STATEMENT 37