RTX Corp Files Definitive Proxy Statement for 2024 Annual Meeting

Ticker: RTX · Form: DEF 14A · Filed: Mar 11, 2024 · CIK: 101829

Rtx Corp DEF 14A Filing Summary
FieldDetail
CompanyRtx Corp (RTX)
Form TypeDEF 14A
Filed DateMar 11, 2024
Risk Levelmedium
Pages15
Reading Time18 min
Key Dollar Amounts$196 billion, $16.1 billion, $1.7 billion, $1 billion, $1.5 b
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, RTX Corp, Executive Compensation, Corporate Governance

TL;DR

<b>RTX Corp has filed its 2024 Definitive Proxy Statement detailing executive compensation and corporate governance for the fiscal year ending December 31, 2023.</b>

AI Summary

RTX Corp (RTX) filed a Proxy Statement (DEF 14A) with the SEC on March 11, 2024. RTX Corp filed its Definitive Proxy Statement (DEF 14A) on March 11, 2024. The filing covers the period ending December 31, 2023. The company was formerly known as Raytheon Technologies Corp until April 6, 2020. RTX Corp is in the Aircraft Engines & Engine Parts industry (SIC 3724). The filing includes detailed executive compensation data for 2023, 2022, 2021, and 2020.

Why It Matters

For investors and stakeholders tracking RTX Corp, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation packages, stock awards, and option grants, enabling informed voting decisions at the upcoming annual meeting. As a DEF 14A filing, it outlines proposals to be voted on by shareholders, including the election of directors and advisory votes on executive compensation, which directly impacts corporate governance and shareholder value.

Risk Assessment

Risk Level: medium — RTX Corp shows moderate risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not inherently signal significant positive or negative developments beyond the typical disclosures of executive compensation and corporate governance.

Analyst Insight

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess alignment with company performance and shareholder interests.

Key Numbers

  • 2024-03-11 — Filing Date (2024-03-11T00:00:00.000Z)
  • 2024-05-02 — Period of Report (20240502)
  • 2023-12-31 — Fiscal Year End (1231)
  • 3724 — SIC Code (AIRCRAFT ENGINES & ENGINE PARTS [3724])

Key Players & Entities

  • RTX Corp (company) — FILER
  • Raytheon Technologies Corp (company) — FORMER COMPANY
  • United Technologies Corp (company) — FORMER COMPANY
  • DE (company) — STATE OF INCORPORATION
  • 1934 Act (regulator) — SEC ACT

FAQ

When did RTX Corp file this DEF 14A?

RTX Corp filed this Proxy Statement (DEF 14A) with the SEC on March 11, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by RTX Corp (RTX).

Where can I read the original DEF 14A filing from RTX Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by RTX Corp.

What are the key takeaways from RTX Corp's DEF 14A?

RTX Corp filed this DEF 14A on March 11, 2024. Key takeaways: RTX Corp filed its Definitive Proxy Statement (DEF 14A) on March 11, 2024.. The filing covers the period ending December 31, 2023.. The company was formerly known as Raytheon Technologies Corp until April 6, 2020..

Is RTX Corp a risky investment based on this filing?

Based on this DEF 14A, RTX Corp presents a moderate-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not inherently signal significant positive or negative developments beyond the typical disclosures of executive compensation and corporate governance.

What should investors do after reading RTX Corp's DEF 14A?

Review the executive compensation details and any shareholder proposals within the DEF 14A to assess alignment with company performance and shareholder interests. The overall sentiment from this filing is neutral.

How does RTX Corp compare to its industry peers?

RTX Corp operates in the Aircraft Engines & Engine Parts industry, a sector critical to aerospace and defense manufacturing.

Are there regulatory concerns for RTX Corp?

As a publicly traded company, RTX Corp is subject to SEC regulations, including the requirement to file a Definitive Proxy Statement (DEF 14A) for shareholder meetings.

Industry Context

RTX Corp operates in the Aircraft Engines & Engine Parts industry, a sector critical to aerospace and defense manufacturing.

Regulatory Implications

As a publicly traded company, RTX Corp is subject to SEC regulations, including the requirement to file a Definitive Proxy Statement (DEF 14A) for shareholder meetings.

What Investors Should Do

  1. Analyze executive compensation data for potential alignment with performance metrics.
  2. Review shareholder proposals and voting recommendations.
  3. Compare executive compensation trends with prior fiscal years.

Year-Over-Year Comparison

This filing is a DEF 14A, a standard annual disclosure, and does not represent a change from previous filing types.

Filing Stats: 4,387 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2024-03-11 16:34:35

Key Financial Figures

  • $196 billion — s demonstrated by our record backlog of $196 billion at year-end. We completed the realign
  • $16.1 billion — ors in early 2023. (1) We also returned $16.1 billion to investors through dividends and shar
  • $1.7 billion — al modernization initiatives, capturing $1.7 billion in cost synergies since the Merger, (3)
  • $1 billion — th our original and revised 2025 goals ($1 billion and $1.5 billion, respectively), and pu
  • $1.5 b — and revised 2025 goals ($1 billion and $1.5 billion, respectively), and putting us on
  • $2 billion — chieve our newly announced 2025 goal of $2 billion. At the same time, with new bookings of
  • $95 billion — At the same time, with new bookings of $95 billion and a book-to-bill ratio of 1.28, we re
  • $0.55 — e increased our quarterly dividend from $0.55 per share to $0.59 per share. (3) U
  • $0.59 — rterly dividend from $0.55 per share to $0.59 per share. (3) United Technologies
  • $78 billion — 23 AT A GLANCE 1.28 7.3% increase $78 billion $118 billion book-to-bill ratio i
  • $118 billion — 1.28 7.3% increase $78 billion $118 billion book-to-bill ratio in dividend per
  • $9.7 billion — ses. During 2023, we: Invested nearly $9.7 billion in capital expenditures and Company- an
  • $10 billion — we had planned for 2024 and 2025 with a $10 billion accelerated share repurchase ("ASR") pr
  • $29.4 billion — ram. Since the Merger, we have returned $29.4 billion in capital to our shareowners through d
  • $20 billion — ases, surpassing our 2025 commitment of $20 billion two years ahead of schedule. We further

Filing Documents

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Proposal 2 Advisory Vote to Approve Executive Compensation 40 Compensation Discussion and Analysis 42 Executive Summary 43 How We Make Pay Decisions and Assess Our Programs 47 2023 Principal Elements of Compensation 49 2023 CEO Pay Decisions 56 2023 Pay Decisions for Other NEOs 58 Other Compensation Elements 62 Other Executive Compensation Policies and Practices 65 Report of the Human Capital & Compensation Committee 67 Compensation Tables 68 CEO Pay Ratio 81 Pay versus Performance 83 AUDIT Audit Committee Report 89 Proposal 3 Appointment of PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2024 90 OTHER COMPANY PROPOSALS Proposal 4 Approve an Amendment to the RTX Corporation 2018 Long-Term Incentive Plan 92 SHAREOWNER PROPOSALS Proposal 5 Shareowner Proposal Requesting a Lobbying Transparency Report 100 Proposal 6 Shareowner Proposal Requesting a Report on Full Value Chain Emissions Reduction Plan 103 Proposal 7 Shareowner Proposal Requesting a Human Rights Impact Assessment 106 OTHER SHAREOWNER INFORMATION Frequently Asked Questions About the Annual Meeting 110 Other Important Information 116 APPENDICES Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures 120 Appendix B: Financial Performance Metrics Used in Incentive Compensation Plans 122 Appendix C: RTX Corporation Long-Term Incentive Plan 123 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to be held on May 2, 2024. This Notice of the 2024 Annual Meeting of Shareowners and Proxy Statement, as well as RTX's 2023 Annual Report, are available free of charge at www.proxyvote.com or at www.rtx.com/proxy . References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by

EXECUTIVE COMPENSATION OVERVIEW

EXECUTIVE COMPENSATION OVERVIEW

Executive Compensation Overview

Executive Compensation Overview HOW WE ALIGN PAY WITH PERFORMANCE Our executive compensation program is structured to advance our fundamental objective: aligning our executives' compensation with the long-term interests of our shareowners. The primary goal of the Human Capital & Compensation Committee (the "Committee") has been to design a program that rewards both financial and operating performance and effective strategic leadership, and advances our commitment to our corporate responsibility initiatives—all key elements in building sustainable shareowner value. This pay-for-performance philosophy is embedded into our Guiding Principles (see page 45), which underpin the Committee's approach to program design. How does our executive compensation program align pay with performance? Performance Metrics. We use performance metrics that recognize and reward performance contributions that drive 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 awards that are contingent upon Company performance in our key financial and Corporate Responsibility Scorecard metrics (see page 5), and our stock price performance. 2023 Pay Decisions In making annual pay decisions, the Committee focuses primarily on "total direct compensation," which includes our three principal elements of executive compensation: base salary, annual incentives and long-term incentives ("LTI"). Total direct compensation is set each year to reflect the Committee's assessment of Company, business unit and individual performance. 2023 total direct compensation includes 2023 base salary, 2023 annual incentives paid in the first quarter of 2024 and the LTI grant values approved by the Committee in February 2024, which were based on its assessment of 2023 performance and the competitive market pay for each NEO

EXECUTIVE COMPENSATION OVERVIEW

EXECUTIVE COMPENSATION OVERVIEW 2023 Performance Metrics The Committee believes that the metrics used for our annual and long-term incentive plans are essential indicators of the long-term health of our Company and measure particularly salient aspects of Company performance, therefore serving the fundamental objective of our executive compensation program. Metrics for the Annual Incentive Plan ("AIP") (1) FINANCIAL METRICS Earnings measure the immediate impact of operating decisions on the Company's annual performance. For our Corporate executives, we use net income as our RTX-wide earnings metric, and for our business units, we use operating income. Free Cash Flow ("FCF") measures our ability to generate cash to fund our operations and key business investments—whether that means funding critical research and development, strategic acquisitions, paying down debt or distributing earnings to our shareowners. CORPORATE RESPONSIBILITY SCORECARD ("CRS") People & Culture drives progress toward our long-term diversity, equity and inclusion ("DE&I") and talent objectives through two annual metrics: total representation percentage and employee retention rate. Sustainability drives progress toward our long-term environmental sustainability objectives through two annual metrics: greenhouse gas emissions and water usage. Metrics for Performance Share Units ("PSUs") (1) Adjusted Earnings Per Share ("EPS") measures the Company's ability to create long-term, sustainable earnings that will ultimately drive total shareowner return. Return on Invested Capital ("ROIC") measures the efficiency with which we allocate capital resources, considering not just the quantity of earnings but also the quality of earnings and investments that drive sustainable growth. Relative Total Shareowner Return ("TSR") measures our ability to return value to our shareowners compared to competing investment opportunities like the S&P 500 Index and our Core Aerospace & Defense ("A&D

EXECUTIVE COMPENSATION OVERVIEW

EXECUTIVE COMPENSATION OVERVIEW As discussed in more detail on page 51, the financial performance definitions used for AIP purposes exclude the impact of changes in tax laws and accounting rules, restructuring costs, acquisitions and divestitures (including acquisition accounting adjustments), and significant and/or nonrecurring items. These adjustments help to align our annual incentive goals and results with the non-GAAP financial expectations and performance we communicate to shareowners and ensures our annual incentive plan drives short-term decision-making made in the best interests of RTX's long-term business strategies. Consistent with how we reported adjusted net income to our shareowners for the year, the AIP definition excludes the impact of the Pratt & Whitney powder metal manufacturing matter. Nevertheless, the Committee considered the impact of this matter on our shareowners and customers and reduced the RTX performance factor from 103% to 98%, and further reduced the performance factors used for Mr. Hayes and Mr. Calio's annual incentive awards to 83% and 93% of target, respectively. The Committee believes these actions reinforce our program's pay-for-performance objectives. 2021–2023 PSUs. As previously disclosed, due to the challenges in setting long-term financial performance goals in early 2021, as a result of the COVID-19 pandemic and its significant impact on the aerospace industry, the Committee used a modified PSU design for 2021, setting one-year EPS and ROIC goals and increasing the three-year TSR weighting from 30% to 50%. As the uncertainty around the pandemic waned, the Committee returned to three-year financial performance goals for all metrics and our prior metric weightings, thus ensuring that PSUs granted in 2022 and thereafter align with our long-term strategic plan. The table below shows RTX's performance for each of the four metrics used for the PSUs granted in 2021, resulting in the award vesting at a 143% performance factor.

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