RTX CORP (RTX)
Sector: Industrials
2026 Annual Meeting Analysis
RTX CORP · Meeting: April 30, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the Ten Director Nominees Listed in this Proxy Statement
Independent director with strong financial and risk management credentials (CPA, former PwC partner, State Street CFO); holds 1 outside public board seat; RTX's 3-year TSR of +125.7% outperforms the peer median by +60.6 percentage points, well above the 50-point threshold needed to trigger a concern; no attendance, overboarding, or independence issues.
Executive director (Chairman, President & CEO) with deep aerospace and defense industry experience; holds 0 outside public board seats; RTX's 3-year TSR significantly outperforms the peer group, so the TSR trigger does not apply; no overboarding or independence concerns applicable to an executive director.
Independent director with extensive aerospace and defense industry experience as former Boeing Defense CEO and CFO; chairs the Audit Committee and qualifies as an audit committee financial expert; holds 1 outside public board seat; strong TSR performance removes any performance concern.
Independent director with aerospace industry knowledge (NASA astronaut, SPACEHAB CMO) and technology expertise; holds 2 public board seats (U.S. Physical Therapy and Solventum), within the 3-seat limit; joined in 2021 and RTX's strong 3-year TSR outperforms peers by +60.6 percentage points, clearing the 50-point threshold.
Independent director with broad CEO and manufacturing operations experience at Johnson Controls, Tyco, and GE; holds 1 outside public board seat (NVR, Inc.); RTX's 3-year TSR outperforms peers well above the 50-point threshold needed to trigger a concern; no attendance or independence issues.
Independent director with deep defense and government expertise as a retired four-star Air Force General; holds 1 outside public board seat (RPM International); RTX's strong 3-year TSR performance means no underperformance concern applies; no attendance or independence issues.
Independent director with extensive CEO and CFO experience at ITT Inc. and other large industrial companies; holds 1 outside public board seat (Bank of America); qualifies as an audit committee financial expert; RTX's 3-year TSR outperforms peers significantly; no concerns identified.
Independent Lead Director with substantial financial expertise as former CFO of CBS and Viacom; holds 1 outside public board seat (Pinterest); the board granted a one-time age-75 waiver supported by strong governance rationale (transition continuity); RTX's 3-year TSR strongly outperforms peers, removing any performance concern.
Independent director and Finance Committee chair with deep investment and financial expertise as former CIO and Chairman of T. Rowe Price; holds 1 outside public board seat (Lowe's); RTX's 3-year TSR outperforms the peer group by +60.6 percentage points, well above the threshold; no concerns identified.
Independent director with significant government and defense expertise as former U.S. Deputy Secretary of Defense; holds 0 public board seats; RTX's 3-year TSR significantly outperforms the peer group, so no underperformance trigger applies; no attendance or independence concerns.
All ten nominees receive a FOR recommendation. RTX's 3-year total shareholder return of +125.7% outperforms the company-disclosed peer group median by +60.6 percentage points, which is above the 50-point threshold required to trigger a performance-based concern under the policy (strong positive TSR band). No director is overboarded, and all independent directors serving on the audit or compensation committee are properly classified as independent. The board discloses a skills matrix and all audit committee members have demonstrable financial expertise.
Say on Pay
✓ FORCEO
Christopher T. Calio
Total Comp
$24,846,826
Prior Support
96%%
The prior year Say on Pay vote received approximately 96% support, well above the 70% threshold that would require visible program changes. RTX's pay mix is strongly performance-oriented: for CEO Calio, base salary represents only about 5.6% of total direct compensation ($1.55M out of $27.65M), with the remainder in variable annual incentives and long-term equity awards — far exceeding the policy requirement that at least 50-60% be variable. The incentive metrics are meaningful and multi-dimensional, including adjusted earnings per share, return on invested capital, and relative total shareholder return versus both the S&P 500 and aerospace and defense peers, with the 2023-2025 performance stock awards vesting at 146% based on actual results. RTX's 3-year stock return of +125.7% significantly outperforms the peer group median, confirming that above-benchmark incentive pay is justified by shareholder outcomes. The company also maintains a robust clawback policy covering all employees including executive officers.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers is a Big 4 firm appropriate for a company of RTX's size and complexity. The proxy filing text provided does not include the auditor fee table, so the non-audit fee ratio cannot be calculated and the tenure trigger cannot be confirmed — per policy, when tenure cannot be determined from available data, the default vote is FOR. No material financial restatements are disclosed in the filing.
Overall Assessment
All three proposals on RTX's 2026 annual meeting ballot receive a FOR recommendation. The director slate is strong, with no overboarding, proper independence designations, relevant industry expertise, and outstanding 3-year stock performance that comfortably clears the peer-relative performance threshold. The executive compensation program is well-structured with heavy performance-based weighting, meaningful long-term metrics, and strong alignment between executive pay outcomes and shareholder returns, supported by a 96% Say on Pay approval rate in 2025.
Compensation Peer Group
21 companies disclosed in 2026 proxy filing