Independent
Tenure on this board
6.2 yrs
Also a director at
Citizens Financial Group Inc (CFG)
10 nominees · 3 ballot items.
Three proposals: election of ten director nominees; an advisory (say-on-pay) vote to approve executive compensation; and appointment of PricewaterhouseCoopers LLP as independent auditor for 2026.
Election of the ten individuals nominated to serve on the Board of Directors until the 2027 Annual Meeting of Shareowners.
Non-binding advisory (say-on-pay) vote to approve the compensation of Named Executive Officers as disclosed in the proxy statement.
This management proposal requests a non-binding advisory approval of the Company’s executive compensation disclosure, including the Compensation Discussion and Analysis and compensation tables. Management seeks shareholder endorsement to validate its pay-for-performance approach, which emphasizes a mix of at-risk annual and long-term incentives tied to adjusted earnings, free cash flow, ROIC and TSR metrics. The Human Capital & Compensation Committee asserts that these metrics align executives’ interests with long-term shareowner value and that recent design changes (e.g., increasing TSR weighting, refining peer groups, eliminating non-financial AIP components) better connect pay to performance. The proposal provides investors a mechanism to signal support or concern regarding pay practices and governance. Management’s recommendation to vote FOR is justified by strong 2025 financial results and high PSU/AIP funding outcomes that management argues demonstrate effective linkage of pay to performance. The proxy notes robust shareowner engagement and previous strong say-on-pay support (approximately 96% in 2025) as evidence of investor alignment. A vote FOR would be considered an endorsement of the HCC Committee’s philosophy and recent compensation design changes; a vote AGAINST would signal investor dissatisfaction and could prompt further engagement and potential future program adjustments. In evaluating the proposal, investors should weigh the Company’s reported pay outcomes, the specific performance metric calibrations, and governance features (clawbacks, share ownership requirements, prohibitions on hedging) that mitigate risk and align incentives.
Ratification/appointment of PricewaterhouseCoopers LLP as RTX’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 6.88% | 92,589,262 | $17.9B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.48% | 87,220,840 | $16.8B |
| 3 | Capital Research Global Investors | 3.89% | 52,337,386 | $10.1B |
| 4 | BlackRock, Inc. | 3.83% | 51,617,374 | $10.0B |
| 5 | DODGE COX | 2.63% | 35,473,379 | $6.8B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.15% | 28,932,247 | $5.6B |
| 7 | BlackRock, Inc. | 2.08% | 28,056,744 | $5.4B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.89% | 25,465,850 | $4.9B |
| 9 | Capital International Investors | 1.78% | 23,910,379 | $4.6B |
| 10 | Fisher Asset Management, LLC | 1.65% | 22,244,732 | $4.3B |
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