To learn more about our commitment to corporate responsibility—including how we are working to promote employee well-being; diversity, equity and inclusion; and our environmental sustainability and community service initiatives—see pages 30-35. For information on the new Corporate Responsibility Scorecard in our 2021 executive annual incentive program, see page 53.

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Performance Highlights⁽¹⁾

In 2020, we exceeded all key financial measures in our post-Merger operating plan, including sales, net income and diluted earnings per share (all on a non-GAAP and a continuing operations basis). We also achieved better-than-expected free cash flow for the year driven by our cost reduction, cash conservation and cash collection efforts. In spite of the challenges of 2020, we performed well, taking significant actions to address these rapidly evolving challenges while also positioning the Company for accelerated growth in the coming years.

Our defense businesses helped offset the impact the COVID-19 pandemic had on our commercial aerospace businesses. Raytheon Intelligence & Space (“RI&S”) and Raytheon Missiles & Defense (“RMD”) had solid financial results in 2020, as demonstrated by their robust backlogs as of year-end of $18.7 billion and $29.6 billion, respectively. RI&S reported post-Merger operating profit of $1.0 billion, and RMD achieved operating profit of $890 million (GAAP) and $1.4 billion (non-GAAP). RI&S and RMD are well-positioned for continued growth across their franchises both domestically and internationally. Collins Aerospace and Pratt & Whitney’s defense sales also continued to be very strong in 2020 with organic defense sales growing 9% and 13%, respectively. We believe our defense and military businesses are resilient and strongly aligned with the U.S. National Defense Strategy’s priorities.

Our commercial aerospace businesses took significant actions to “right size” their businesses while meeting their commitments and focusing on future growth opportunities. Pratt & Whitney continued to deliver Geared Turbofan (“GTF”) engines, which now power more than 900 aircraft across 50 airlines around the world and reached over 7.6 million engine revenue hours. We estimate that GTF engines have collectively saved customers over 400 million gallons of fuel, while avoiding over 3.8 million metric tonnes of carbon emissions. Collins Aerospace was at the forefront of efforts to make the airline boarding and in-flight experience healthier and more efficient during the COVID-19 pandemic. This includes Collins Aerospace’s airport biometric technology for self-service kiosks and boarding gates that minimize physical contact, and its new enhanced sanitation measures that can be used with existing products, and technologies to facilitate touchless experiences onboard.

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CAPITAL RETURNED TO INVESTORS Our financial strength gave us the confidence to increase our commitment to return over $20 billion of capital to shareowners within four years of the Merger. During 2021, our investors saw total shareowner return (“TSR”) of 23.3%, outpacing both the Dow Jones Industrial Average and our core aerospace and defense peers (“Core A&D Peers”).(1) We returned $5.3 billion to investors through dividends and share repurchases, including a 7.4% increase(2) in our dividend per share.

EXECUTION ON KEY PRIORITIES

In 2021, we continued to execute on the key priorities that underpin our business strategy.

RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    3

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Executive Compensation Overview

HOW WE ALIGN PAY WITH PERFORMANCE

HOW THE EVENTS OF 2020 AFFECTED PAYOUTS AND AWARDSOur executive compensation program is structured to advance our fundamental objective: aligning our executives’ compensation with the long-term interests of our shareowners.

With the Spinoffs of Carrier and Otis andSince the Merger, of UTC and RTN, 2020 marked a significant transformationour Human Capital & Compensation Committee (the “Committee”) has undertaken an extensive review of our business portfolio.legacy companies’ programs. In its ongoing efforts to fully integrate our programs, the Committee’s primary goal has been to design a program that rewards financial and operating performance, effective strategic leadership, and advances our commitment to corporate social responsibility—all key elements in building sustainable shareowner value. This coupled with the unpredictable economic environment resulting from the COVID-19 pandemic, led the Compensation Committee of the Board of Directors (the “Committee”) to temporarily change the design ofpay-for-performance philosophy is embedded into our executive compensation programs for 2020.

These changes to our program were made to accommodate the unique challenges associated with these extraordinary events, and do not reflect permanent structural changes to our compensation philosophy. As we move towards a fully integrated Raytheon Technologies,Guiding Principles (see page 43) that underpin how the Committee will ensure thathas approached the program design integration since the Merger.

How does our executive compensation program alignsalign pay with our ultimate goal of rewarding strong financial performance and strategic leadership that drives long-term, sustainable shareowner value. This goal underlies the design decisions made by the Committee for 2021 and beyond, as detailed on pages 5-6.

2020 Base Salary

In connection with the COVID-19 pandemic, merit increases for legacy UTC employees (which would have been effective in April 2020) were cancelled; and the Company instituted a temporary 10% pay reduction for all Corporate, Pratt & Whitney and Collins Aerospace employees for the period between June and December 2020. At the request of our President & CEO, Mr. Gregory J. Hayes, and our Executive Chairman, Mr. Thomas A. Kennedy, the Committee reduced their base salaries for the same period by 20%.

2020 Annual Incentive Awards

Prior to the Merger. The compensation committees of the Boards of both legacy UTC and RTN set performance goals for the first quarter of 2020 under each company’s annual incentive program. Performance results for this quarter were measured relative to these goals, and a pre-Merger performance factor was then used to fund 25% of the annual incentive pool for 2020 for each company’s legacy employees.

Following the Merger. The Committee established performance goals and corresponding funding levels for the combined company for the remainder of 2020. In setting the design and performance goals following the Merger, the Committee considered the unpredictable and challenging environment due to the unprecedented impact of COVID-19 on the aerospace industry, and took the following actions:

performance?

The Committee believes these design adjustments appropriately balanced the impact of the pandemic and the need to continue leadership’s focus on the successful integration of the two legacy companies.

2020 Results. The Committee used its discretionary authority to reduce the calculated Corporate annual incentive performance factors of 129% for legacy UTC executives and 132% for legacy RTN executives to a factor of 100% of target. At the time the post-Merger performance goals were set, the unprecedented uncertainty surrounding the impact of COVID-19 on the Company and the broader aerospace industry made setting realistic, yet challenging, performance goals extremely difficult.

Given the challenges in target setting, the Committee believes this reduction effectively balanced the impact COVID-19 has had on our Company and shareowners, while recognizing the substantial and important work that has been done to ensure the successful execution of the Spinoffs and Merger, and continued progress on integration activities. Further, in light of the impact the pandemic has had on our employees, shareowners and communities, our CEO Mr. Hayes requested that the Committee further reduce his annual incentive award to approximately 81% of target and consider donating the forgone amount ($600,000) to charities impacted by COVID-19.

For additional details, please see the “Annual Incentive Awards” section on pages 48-53.

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2020 Long-Term Incentives (“LTI”)

The legacy UTC Compensation Committee could not follow its usual practice of setting three-year performance goals for Performance Share Units (“PSUs”) in early 2020 due to the structural changes to our business that would occur upon the Spinoffs and Merger a few months later. As a result, the 2020 LTI awards granted in February 2020 to our legacy UTC Named Executive Officers (“NEOs”) did not include PSUs and instead consisted of Stock Appreciation Rights (“SARs”) and Restricted Stock Units (“RSUs”), each weighted at 50%. As detailed on pages 6 and 56, the Committee returned to granting PSUs in 2021.

2020 PAY DECISIONS

Pay Decisions

In making annual pay decisions, the Committee employs a measure called “total direct compensation,” which includes our three principal elements of executive compensation: base salary, annual incentives and long-term incentives. incentives (“LTI”). See pages 47-53 for details.

Total direct compensation reflects how an executive’s pay relates to the Committee’s assessment of Company, business unit and individual performance for the year. For this reason, 20202021 total direct compensation includes the LTI grant values approved by the Committee in February 20212022 (which were based on its assessment of 20202021 performance) rather than the February 20202021 LTI award grant date fair values shown in the Summary Compensation Table on page 7166 (which were based on 2019the Committee’s assessment of 2020 performance and the accounting grant value at the time)time of grant). Importantly, whileFor more details on total direct compensation, provides a useful picture of the Committee’s 2020 pay decisions, the actual value an executive earns from LTI awards will ultimately depend on the Company’s stock price and future performance against pre-established goals. Additional details on how we define total direct compensation can be found onsee page 58.

55.

The following chartbelow table shows the 2020 total direct compensation for each of our NEOs who remainedwere employed by the Company atthrough the end of 2020.the year.

PAY DECISIONS AND PAY MIX

2020 NEO TOTAL DIRECT COMPENSATION

			Base Salary ($K)(1)	Annual Incentive ($K)	LTI ($K)(2)	Total ($K)				Base Salary ($K)(1)		Annual Incentive ($K)		LTI ($K)(2)		Total ($K)
Gregory J. Hayes			$1,600	$2,500	$14,500	$18,600				$1,600		$4,992		$15,250		$21,842
Anthony F. O’Brien III			$900	$1,000	$4,000	$5,900
Robert K. Ortberg			$1,210	$1,600	$0(3)	$2,810
Michael R. Dumais			$850	$900	$3,500	$5,250
Neil G. Mitchill, Jr.										$800		$1,200		$4,000		$6,000
Michael R. Dumais(3)										$880		$1,200		$0		$2,080
Christopher T. Calio										$750		$1,200		$7,000		$8,950
Stephen J. Timm			$675	$600	$3,500	$4,775				$750		$1,200		$5,000		$6,950
Neil G. Mitchill, Jr.			$650	$500	$1,500	$2,650

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2021 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 therefore, serve the fundamental objective of our executive compensation program.

Why these metrics? Each of these metrics measures a particularly salient aspect of Company performance.

How 2021 Performance Affected Annual Incentive Payouts

In 2021, the Committee set performance goals for the key financial metrics noted above and established objectives for our new Corporate Responsibility Scorecard, as discussed in more detail on pages 48-51. The following chart shows the financial goals set for annual incentive purposes, RTX’s 2021 performance relative to these goals, the Committee’s assessment of CRS performance, and how these results translated into the 2021 RTX performance factor.

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COMPENSATION DESIGN FOR 20212022 AND BEYOND

SinceThroughout the closecourse of the Spinoffs and Merger in April,2021, the Committee has begun its evaluation ofcontinued to evaluate the design of the legacy companies’ plans and programs and has already made someimportant modifications, that are effective for 2021 and beyond, as detailed in the chart on the next page.below. We expect, however, that full integration of our programs will take multiple years;years, and as a result, oursome NEOs will continue to participate in some of their legacy company’scompany programs until the integration is complete.

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WHAT WE CHANGEDWhat we changed		WHY WE CHANGED ITWhy we changed it
LONG-TERM INCENTIVES
We added a Corporate Responsibility Scorecard to our annual incentive program. Beginning in 2021, our annual incentive program incorporates a scorecard with objectives within two categories: “People & Culture”increased the role of Stock Appreciation Rights (“SARs”) and “Sustainability & Safety.” Each scorecard category will be weighted at 10%, with our financial metrics – earnings and free cash floweliminated Restricted Stock Units (“FCF”RSUs”) – each weighted at 40%.		RTX is committed to building a company that embraces diversity, equity and inclusion, where employees can be themselves and share ideas openly. We also believe that our operations should not compromise the environmental or economic health of future generations. The Committee believes that incorporating these objectives into our annual incentive awards will advance our efforts in these important areas of focus for the Company.
We adopted a balanced annual incentive funding formula for our business unitsenior executives. Beginning in 2021, funding for business unit executives will be based 50% on business unit performance and 50% on RTX’s overall performance.		The Committee believes that giving equal weight to business unit and Company-wide metrics effectively balances our goals of delivering on customer commitments while also promoting collaboration and the leveraging of expertise and resources across the Company to advance technology synergies and innovation.
We rebalanced our portfolio of LTI vehicles and increased the portion we deliver in PSUs. Beginning with the 20212022 grants, senior officers received annual LTI awards as a mixfor our most senior leaders are composed solely of Performance Share Units (60%), Stock Appreciation Rights (20%), and Restricted Stock Units (20%SARs (40%). This newFor our 2021 grants, the mix increases the total portion of LTI we have historically delivered in PSUs from 50% tohad included 20% SARs, 20% RSUs, and 60% Performance Share Units (“PSUs”).		The Committee believes inthat for our most senior executives, SARs are a market-competitive, balanced approach to long-term incentives. Each component of our program serves a specific objective with an overall goal of ensuring effectiveness in all operating environments: •   PSUs encouragestronger pay-for-performance vehicle than RSUs because SARs have no value if the achievement of important financial goals and align payouts withstock price does not increase from the shareowner experience •   SARs motivate decision-making that drives share price appreciation •   RSUs enhance our ability to retain talent, and mitigate the impact of short-term volatility on the effectivenessgrant date. Further, the Committee believes that the 10-year term of other SARs motivates prudent long-term decision-making.
LTI vehicles MIX
We changed the performance metrics used in our PSUs.reverted back to a more standard PSU design for 2022. Beginning with the 2021 grants, we now use two relative total shareowner return (“TSR”) metrics in our PSU awards—TSR vs. the S&P 500 companies, and TSR vs. aerospace and defense peers, with each metric weighted at 25%. Our other PSU metrics – earnings per share (“EPS”) and return on invested capital (“ROIC”) – are also each weighted at 25%.		Since we now operate solely within the aerospace and defense industry, the Committee finds it appropriate to evaluate our TSR performance relative to our industry peers, as well asdesign: Due to the broader S&P 500 companies.
We modified the performance period for the EPS and ROICpandemic, we replaced our usual three-year PSU goals and increased the portion of our 2021 PSUs that vest subject to TSR performance. Our 2021 PSUs havewith one-year EPS and ROIC goals followed by a two-year, time-based vesting period. Relative TSR performance vs. the aerospace and defense peers and the S&P 500 companies will maintain a three-year performance period. To balance this change to ourthese one-year EPS and ROIC goals, the Committeewe also increased the total portionweighting of our PSUs vesting subject to3-year relative TSR performancemetrics from 30% to 50%.		The economic environment caused by the COVID-19 pandemic made setting long-term financial performance goals in early 2021 challenging, especially given the pandemic’s impact on both the aerospace industry and commercial aviation.
PSU WEIGHTINGS
2022 PSU design: We returned to three-year goals for both our EPS and ROIC metrics and a 30% weighting for our relative TSR metrics, with EPS and ROIC each weighted at 35%. This PSU weighting is consistent with the PSU design at legacy UTC before the pandemic and the 2020 Merger of UTC and Raytheon Company (“RTN”).		As we have seen the uncertainty around the timing of the expected recoveryCOVID-19 pandemic subside over the course of commercial aviation. The2021, the Committee therefore believes this change was appropriate to avoid potential compensation windfalls or deficits attributable todetermined that for the uncertain operating environment. The Committee intends to revert back2022 PSUs we should return to three-year financial performance goals in 2022 once setting long-term goals becomes more viable, and revisitour prior metric weightings, of the metrics to ensure continued alignmentthus ensuring that our PSUs align with our long-term strategic plan.
We enhanced our Clawback Policy. We enhanced our Clawback Policy to enable the Company to recoup annual and long-term incentive awards in the event of a financial restatement when there is no misconduct involved.		Over the years, the Committee has strengthened our Clawback Policy several times in response to shareowner feedback and to ensure it continues to meet the evolving needs of the Company. However, prior to the Merger, the Company could recoup compensation in the event of a financial restatement only when misconduct was involved. The Committee believes the enhanced Clawback Policy will help align executives and shareowners and promote continued prudent financial management.

See Appendix B on pages 119-120 for definitions of the financial metrics referenced in this chart.

Governance and Board Overview

RTX is committed to sound corporate governance practices that promote high standards of oversight, accountability, integrity and ethics and enhance long-term shareowner value. Major elements of our governance profile are summarized below. For more detail, see pages 21-29.

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What we changed		Why we changed it
RETIREMENT PLANS AND PERQUISITES
We set a timetable for integrating the legacy UTC and RTN definedcontribution and deferred compensation plans. Beginning in 2023, all RTX employees will be eligible to participate in the same defined contribution and deferred compensation plans, regardless of their legacy company.		As we continue the integration of two world-class companies following the Merger, we believe we must continue to deliver highly competitive retirement benefits to our employees to ensure we continue to recruit and retain the best talent.
We are harmonizing and modernizing our executive perquisites. We announced a re-design of our executive perquisites, including a phase-out of the legacy UTC executive leased vehicle program and the legacy RTN excess liability insurance, and closure of legacy RTN’s split dollar life insurance policies to new participants.   Starting in 2022, perquisites for RTX executives will be limited to enhanced basic life and long-term disability insurance, an executive physical and a financial planning allowance. Our CEO has three additional benefits for security purposes: use of corporate aircraft, company-provided car and driver and home security monitoring. In exceptional circumstances, other NEOs may use the aircraft for purposes that may have a personal element. See page 61 for additional details.		Our approach to executive perquisites reflects the Committee’s belief that the continued health and financial well-being of our senior leaders is of vital interest to the Company and our shareowners.

Focus on ESG

We view environmental, social, and governance (“ESG”) as integral to our long-term strategy, our business operations, our values and how we engage with our stakeholders.

After the Merger, we embarked on a significant effort to integrate and build upon the ESG approaches of our legacy companies and enhance transparency. By the end of 2021:

We are proud of these accomplishments but realize we have much more to do. To further drive our ESG performance and enhance transparency, during 2021 we also engaged in a comprehensive ESG prioritization assessment to identify and prioritize ESG topics that are most important to our stakeholders and to achieving our business objectives. Through this effort, we developed our ESG vision and strategy, as well as an ESG roadmap with significant initiatives relating to goal setting and disclosure. We will provide more detail on our ESG strategy and goals in our first annual ESG Report that we plan to issue in the second quarter of 2022.

		Best Companies for Environmental, Social and Governance
		Institutional Investor Magazine—All-American Executive Team

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GOVERNANCE STRUCTURE FOLLOWING THE MERGER

Governance Highlights

GOVERNANCE BEST PRACTICES

BOARD ENGAGEMENT

Overview

RAYTHEON TECHNOLOGIES BOARD NOMINEES2021 PROXY STATEMENT    7

								Skills and Expertise
				Director Since*		Other Public Boards		Financial		Government		International		Experience in Industry		Risk Management/ Oversight		Senior Leadership		Technology and Innovation
		TRACY A. ATKINSON Retired Executive Vice President & Chief Administrative Officer, State Street Corporation		2020 (2014)		2
		BERNARD A. HARRIS, JR. Chief Executive Officer and Managing Partner Vesalius Ventures, Inc.		2021		1
		GREGORY J. HAYES Chairman & Chief Executive Officer, Raytheon Technologies Corporation		2014		0
		GEORGE R. OLIVER Chairman & Chief Executive Officer, Johnson Controls International plc		2020 (2013)		1
		ROBERT K. (KELLY) ORTBERG Retired Chairman, President & Chief Executive Officer, Rockwell Collins, Inc.		2020		1
		MARGARET L. O’SULLIVAN Professor, Harvard University Kennedy School		2017		0
		DINESH C. PALIWAL Partner, Americas Private Equity, KKR and Retired Chairman & CEO, Harman International		2020 (2016)		1
		ELLEN M. PAWLIKOWSKI General U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command		2020 (2018)		1
		DENISE L. RAMOS Retired Chief Executive Officer & President, ITT Inc.		2018		2
		FREDRIC G. REYNOLDS Retired Executive Vice President & Chief Financial Officer, CBS Corporation		2016		2
		BRIAN C. ROGERS Retired Chairman, T. Rowe Price Group, Inc.		2016		1
		JAMES A. WINNEFELD, JR. Admiral U.S. Navy (Retired) and Former Vice Chairman of the Joint Chiefs of Staff		2020 (2017)		1
		ROBERT O. WORK Retired Deputy Secretary of Defense, U.S. Department of Defense		2020 (2017)		0

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BOARD NOMINEES

Skills and Expertise

Director Since*

Other Public Boards

Financial

Government

International

Experience in Industry

Risk Management/ Oversight

Senior Leadership

Technology and Innovation

TRACY A. ATKINSON Retired Executive Vice President & Chief Administrative Officer, State Street Corporation

2020 (2014)

2

■

■

■

GREGORY J. HAYES President & Chief Executive Officer, Raytheon Technologies Corporation

2014

0

■

■

■

■

■

THOMAS A. KENNEDY Executive Chairman, Raytheon Technologies Corporation

2020 (2014)

0

■

■

■

■

■

MARSHALL O. LARSEN Retired Chairman, President & Chief Executive Officer, Goodrich Corporation

2012

2

■

■

■

■

■

GEORGE R. OLIVER Chairman & Chief Executive Officer, Johnson Controls International plc

2020 (2013)

1

■

■

■

■

■

ROBERT K. (KELLY) ORTBERG Retired Chairman, President & Chief Executive Officer, Rockwell Collins, Inc.

2020

1

■

■

■

■

■

MARGARET L. O’SULLIVAN Professor, Harvard University Kennedy School

2017

0

■

■

■

■

DINESH C. PALIWAL Retired Chairman, President & Chief Executive Officer, Harman International Inc.

2020 (2016)

2

■

■

■

■

ELLEN M. PAWLIKOWSKI General U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command

2020 (2018)

1

■

■

■

■

■

■

DENISE L. RAMOS Retired Chief Executive Officer & President, ITT, Inc.

2018

2

■

■

■

■

■

FREDRIC G. REYNOLDS Retired Executive Vice President & Chief Financial Officer, CBS Corporation

2016

2

■

■

■

■

BRIAN C. ROGERS Retired Chairman, T. Rowe Price Group, Inc.

2016

1

■

■

■

JAMES A. WINNEFELD, JR. Admiral U.S. Navy (Retired) and Former Vice Chairman of the Joint Chiefs of Staff

2020 (2017)

1

■

■

■

■

■

■

ROBERT O. WORK Retired Deputy Secretary of Defense, U.S. Department of Defense

2020 (2017)

0

■

■

■

■

■

■

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NOMINEE HIGHLIGHTS

CORPORATE RESPONSIBILITY AND SHAREOWNER ENGAGEMENT

Through transformative investments, we are committedThe Board believes that the individuals nominated for election at the Annual Meeting have the appropriate attributes, experiences and perspectives to dedicating resourcesguide the Company and talent to help meet the needsprovide effective oversight of our communitiesstrategy and business plans. As a group, they embody a broad and diverse set of qualifications, skills, and experience, and represent the perspectives of both long-serving directors and those who joined the Board more recently.

These nominees also reflect the director refreshment efforts of both legacy company boards before the Merger, the significant changes to build a better future together. We demonstrated this commitment by taking on significant challengesthe Board in 2020 and making a difference through our COVID-19 response and DE&I initiatives.

We also believe that regular, transparent and open communication with investors benefits the Company. We seek to engage with our shareowners twice a year: shortly after our Proxy Statement is filed, and again outside of proxy season. These discussions may cover matters such as executive compensation, corporate governance, corporate social responsibility, DE&I and sustainability, among other topics.

In 2020, outside of proxy season, we engaged with investors on sustainability practices and related disclosure, including reporting in conformityconnection with the Sustainability Accounting StandardsMerger, and the changes in Board (SASB) framework for our industry. We also engaged separately on RTX’s executive compensation program. Together, these two outreach efforts involved representatives of shareowners holding, incomposition since the aggregate, over 35% of our shares.Merger.

To learn more about our commitment to corporate responsibility—including how we are working to promote employee well-being, DE&I and sustainability—see pages 30-35.

TENURE ON RTX BOARD
		When legacy RTN board service is included, the average tenure of our nominees is 5 years. ●  More than 5 years—7 nominees ●  3–5 years—4 nominees ●  Less than 3 years—2 nominees

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BOARD ENGAGEMENT IN 2021

In 2021, our Board actively engaged with management on a range of matters, providing strong oversight and invaluable guidance to enable the Company to navigate through a challenging operating environment and to execute on the key priorities that underpin our business strategy.

100%		9		99%		100%
overall attendance by directors at the eight Board meetings during 2021		number of special Board and committee meetings in 2021		overall attendance by directors at Board and committee meetings in 2021		overall attendance by directors at the 2021 Annual Meeting

Board engagement in oversight of:		Other notable Board actions:
●   Development of an ESG strategy and vision, as well as an ESG roadmap with significant initiatives relating to goal setting and disclosure ●   Company risk management, with a particular focus on cybersecurity, product safety and compliance risks ●   The Company’s shareowner engagement efforts ●   The Company's response to the COVID-19 pandemic		●   Set a strong tone at the top and promoted a culture of integrity and accountability ●   Demonstrated its commitment to strong corporate governance and responsiveness to shareowners with the inclusion of a new two-step proposal to repeal the sole supermajority voting provision in the Company’s charter ●   Engaged in CEO and senior management succession planning

GOVERNANCE BEST PRACTICES

Our Board has adopted robust governance practices and continuously reviews and considers these practices to enhance its effectiveness.

Effective independent Board oversight		Board accountability and commitment to shareowner rights
●   11 out of 13 director nominees are independent ●   Qualified Board with diverse mix of perspectives and tenures ●   Robust independent Lead Director role with clear responsibilities ●   Independent directors meet regularly without management ●   Fully independent Audit, Human Capital & Compensation and Governance Committees ●   Regular Board review of strategic plans and priorities ●   Regular Board/committee review of significant risks, including cybersecurity risks ●   Annual Board evaluation of CEO performance ●   CEO and senior management succession planning ●   Limits on outside public company board service ●   Ongoing consideration of Board composition and refreshment		●   Active and ongoing shareowner engagement ●   Annual Board, committee and individual director evaluations ●   Proxy access with market terms ●   Shareowners can act by written consent ●   Shareowners holding 15% of voting stock can call special meetings ●   Annual election of all directors ●   Majority voting for directors in uncontested elections ●   Robust Clawback Policy ●   No hedging, short sales or pledging of RTX securities ●   Rigorous share ownership requirements for directors and senior management

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Proposal 1: Election of Directors

What am I voting on?

We are seeking your support for the election of the fourteenthirteen individuals nominated to serve on the Board of Directorsuntil the 20222023 Annual Meeting of Shareowners. Seven nominees are RTN continuing directors who became RTX Board members upon the Merger. The remaining seven are UTC continuing directors. We believe these nominees have the right experienceexperiences and perspectiveperspectives to guide the combined company,Company and provide effective oversight of our strategy and our business plans, and help us realize the benefits of the Merger. These nomineesplans. They are also well qualified to serve as directors of a large aerospace and defense company that competes in government and commercial markets worldwide. See “Board Composition After the Merger” below for more detail on the composition of our Board.

Criteria for Board Membership

The Board and the Committee on Governance and Public Policy (the “Governance Committee”) believe that there are general attributes all directors must exhibit, and that other in addition to key skills and expertisethat should be represented on the Board as a whole, but not necessarily by each director.

THESE GENERAL ATTRIBUTES ARE ESSENTIAL FOR ALL DIRECTORS

The following attributes are essential for all RTX directors, and we believe that our current directors exhibit these attributes:

•●	Objectivity and independence in making informed business decisions
•
●	Extensive knowledge, experience and judgment
•	Highest integrity
•●	Highest integrity
●	Diversity of perspective

•
●	Willingness to devote the extensive time necessary to fulfill a director’s duties
•
●	Appreciation for the role of a corporation in society
•
●	Loyalty to the interests of RTX and its shareowners

While we do not haveThe Governance Committee recognizes the value of selecting directors who come from various backgrounds and professions and are diverse in age, gender, race and ethnicity, to ensure that the Board as a formal policy on Boardwhole has a wealth of experiences and perspectives to inform its decisions. We believe diversity we believe a director’s ability to contribute to the diversity of perspectives necessary in Board deliberations is an attribute thatmakes our business stronger and more innovative, and is critical to the Company’s long-term success. For more information about diversity on our Board, see "Nominee Highlights" on page 9 and "Board Composition and Refreshment" on page 13.

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PROPOSAL 1: ELECTION OF DIRECTORS | CRITERIA FOR BOARD MEMBERSHIP

In addition, certain skills and expertise are important for effective oversight of the Company’s businesses and strategy and should be represented on the Board as a whole.

Each director brings particular strengths to the Board. The charts below show the percentage of directors with skills and expertise in each key area. In the nominee biographies on pages 14-21, we highlight for each individual the three key skills and areas of expertise upon which the Board particularly relies.

KEY SKILLS AND EXPERTISE

The Board and the Governance Committee have identified the following skills and expertise as important for effective oversight in light of the Company’s businesses and strategy:

		Senior Leadership Extensive leadership experience with a significant enterprise, resulting in a practical understanding of organizations, processes and strategic planning, along with demonstrated strengths in developing talent, succession planning, and driving change and long-term growth.				International Experience conducting business or operations outside of the United States or working on international policy and related issues, resulting in international business, political and cultural perspectives and insights that are invaluable to a global company with operations and sales around the world.
	Experience in Industry Experience in the aerospace and defense markets in which RTX operates, whether acquired through service as a senior leader of an organization in those markets or as a government or military customer.			Technology and Innovation Background in or experience leading organizations focused on research and development, engineering, science, software, cybersecurity or technology, which would benefit the Company as a leader in the development of advanced technologies and innovative solutions.
	Financial Leadership of a financial firm or management of an enterprise’s finance function or P&Lsimilar responsibility, for a large organization, resulting in proficiency in complex financial management, financial reporting processes, capital allocation, capital markets, and mergers and acquisitions—representing the importance we place on accurate financial reporting and robust financial controls and compliance.			Government Service in senior government or military service roles, which provide constructive insights about how significant government policies and regulations, as well as public policy issues, may affect our Company and how to respond effectively to those matters.
		Risk Management/Oversight Experience in, and knowledge and understanding of, managing major risk exposures for complex, large organizations, including significant financial, operational, compliance, reputational, strategic, international, political and cybersecurity risks, which are critical to the Board’s important risk oversight role.
	The graphic above illustrates the diverse set of key skills and areas of expertise represented on our Board. Each director’s biography on the following pages highlights the three key skills and areas of expertise upon which the Board particularly relies, in addition to describing each director’s significant work experience and service.

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PROPOSAL 1: ELECTION OF DIRECTORS | BOARD COMPOSITION AFTER THE MERGER

AND REFRESHMENT

Board Composition Afterand Refreshment

The Board believes that it benefits from a mix of new directors who bring fresh perspectives and longer-serving directors who bring valuable experience, continuity and a deep understanding of the Merger

Company. The Board strives to maintain an appropriate balance of tenure, turnover, diversity, attributes, viewpoints and experiences.

Under the terms of the Merger, seven RTN continuing directors became RTX Board members, joining eight UTC continuing directors. Additionally, our Board mustwas required to maintain a specified composition for two years following the transaction. Among other purposes, this is designed to ensure that ourof directors as a group, have strong experience withfrom both legacy companies until April 3, 2022. Since the Merger, one RTN continuing director and with all aspects of RTX’s transformed portfolio. This structure, as previously approved by our shareowners, is as follows:

Until April 3, 2022,one UTC continuing director left the Board will continue to have 15 members

8 members are UTC continuing directors: Mr. Hayes (our CEO) and seven others designated by the UTC Board at the time of the Merger

7 members are RTN continuing directors: Mr. Kennedy (our Executive Chairman) and six others designated by the RTN board at the time of the Merger

During this period, the above structure can be altered only by the vote of 75% of the full RTX Board, and any vacancy in either category of directors (UTC continuing or RTN continuing) would be filled by an individual proposed byBernard A. Harris, Jr. joined the remaining directors in that category.

The Board currently has 7Board. Marshall O. Larsen, a longer-tenured UTC continuing directors duedirector, will retire from the Board at the 2022 Annual Meeting.

Given the director refreshment efforts of both legacy company boards before the Merger, the significant changes to the resignation of Lloyd J. Austin III, effective January 22, 2021, upon his confirmation byBoard in connection with the U.S. Senate to serve asMerger, and the U.S. Secretary of Defense. Thechanges in Board expects to fillcomposition since the resulting vacancy with an independent director.

TheMerger, our Board believes its composition is appropriatethat our current directors represent the right mix of newer and longer-serving directors, and that the directorsthey have the experienceappropriate attributes, experiences and perspectiveperspectives to guide the combined companyCompany and provide effective oversight of our strategy and business plans as well as the realization of synergies and other benefits of the Merger.plans.

TENURE ON RTX BOARD
		When legacy RTN board service is included, the average tenure of our nominees is 5 years. ● More than 5 years—7 nominees ● 3–5 years—4 nominees ● Less than 3 years—2 nominees

Notwithstanding these requirements, the Governance Committee will continue to regularly review the key skills and expertise that are most important in selecting candidates to serve as directors, taking into account the Company’s operations and the mix of capabilities and experience already represented on the Board.

Nominating Process

The Governance Committee considers candidates who are recommended by directors or shareowners, and who satisfy the qualifications we seek in our directors. A shareowner may recommendAs a director candidate by writing to the RTX Corporate Secretary (see page 112 for contact information). The Governance Committee also may engage search firms to assist in identifying and evaluating qualified candidates, and to ensure that the Committee is considering a large and diverse pool of potential candidates.

Board Refreshment and Director Tenure and Retirement

To help ensure thatresult, while the Board reflects an appropriate mix of attributes, experiences, qualifications and skills,plans to remove the Governance Committee considers director tenure and succession. The Board also relies on its self-evaluation process, including individual director evaluations, to inform its decisions about nomination and refreshment (see page 23 for more detail on the annual self-evaluation process).

TheMerger-related composition requirements from our Corporate Governance Guidelines and Bylaws dofollowing the 2022 Annual Meeting, it does not impose term limitsplan to make any significant changes to its current membership. The Board may, however, add a new member on directors. an opportunistic basis if it identifies a candidate who is particularly well positioned to enhance Board effectiveness.

The Committee believes that RTX benefits from the deep Company knowledge and continuity of longer-tenured directors complemented by the fresh perspectives of newer directors. In 2020, the Board changed the Governance Guidelineswill continue to require the Governance Committee to periodically review the tenure of our directors, especially those who have served for 15 or more years.promote refreshment by:

●	regularly reviewing the key skills and expertise that are most important in selecting candidates to serve as directors, taking into account the Company’s operations and the mix of capabilities and experience already represented on the Board and regularly considering individual director tenure and succession; and
●	using its self-evaluation process, including individual director evaluations, to inform its decisions about nomination and refreshment (see page 23 for more detail on the annual self-evaluation process).

Our Corporate Governance Guidelines require that directors retire at the first annual meeting after they reach age 72, unless the Board makes an exception in light of special circumstances.

Our Corporate Governance Guidelines and Bylaws do not impose term limits on directors. In 2021,accordance with our Corporate Governance Guidelines, the Board made an exception toGovernance Committee periodically reviews the retirement agetenure of our directors, especially those who have served for Marshall Larsen, who otherwise would be required to retire at the 2021 Annual Meeting. Due to the Board’s significant refreshment efforts over the past few years and the changes to the Board resulting from the Spinoffs and the Merger, the Board believes Mr. Larsen’s extensive aerospace and defense experience and historical knowledge of legacy UTC would continue to serve the Board well for an additional year in its oversight of the combined company.15 or more years. No director nominee has a tenure greater than 8 years.

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEESHOW CANDIDATES ARE IDENTIFIED

How Candidates Are Identified

In furtherance of its focus on director refreshment and Board composition, the Board strives to regularly identify potential director candidates who can bring unique perspectives, additional capabilities and experiences, and enhance Board performance. The Board has delegated the identification and evaluation process for director candidates to the Governance Committee. Potential directors can be brought to the Committee's attention in different ways, as shown below. The Committee screens and evaluates all candidates, regardless of who recommends them, using the criteria described under “Criteria for Board Membership” on page 11.

To ensure that there is a large and diverse pool of potential directors, the Governance Committee may engage search firms to assist it in finding qualified and interested candidates and verifying their credentials.

Any shareowner may recommend a director candidate by writing to the RTX Corporate Secretary (see page 97 for contact information).

Current Board members who become aware of suitable candidates may recommend them to the Governance Committee from time to time.

Nominees

The Board, upon the recommendation of the Governance Committee, has nominated for election the fourteenthirteen individuals listed in this Proxy Statement. All are current directors of RTX, and seven were elected byRTX. One of our current directors, Marshall O. Larsen, will be retiring from the shareownersBoard at the 2020 Annual Meeting. The other seven current directors were legacy RTN directors appointed by the UTC Board, effective upon completion of the Merger,Meeting and is not a nominee for election. We thank Mr. Larsen for his dedicated service and numerous contributions to serve on the Board until the 2021 Annual Meeting.

RTX.

The Board of Directors unanimously recommends a vote FOR each of the following nominees:

Tracy A. Atkinson
INDEPENDENT DIRECTOR Retired Executive Vice President & Chief Administrative Officer, State Street Corporation	AGE 56 DIRECTOR SINCE 2020 BOARD COMMITTEES Compensation (Chair), Audit, Finance
Key Skills and Expertise			AGE 57 DIRECTOR SINCE 2020 (2014*) BOARD COMMITTEES Human Capital & Compensation (Chair), Audit, Finance
FINANCIAL    SENIOR LEADERSHIP    RISK MANAGEMENT/OVERSIGHT

Qualifications

Ms. Atkinson provides the Board with significant experience in finance, risk management and compliance matters, as well as executive leadership experience developed through her senior finance and compliance leadership roles at State Street and MFS Investment Management. She also brings valuable accounting expertise derived from her experience as a Certified Public Accountant and a partner at PricewaterhouseCoopers LLP.

Experience

•●	Chief Administrative Officer, State Street Corporation (financial services firm), 2019-20202019–2020
•
●	Executive Vice President & Chief Compliance Officer, State Street Corporation, 2017-20192017–2019
•
●	Executive Vice President, Finance, State Street Corporation, 2010-20172010–2017

•●	Treasurer, State Street Corporation, 2016-20172016–2017
•
●	Executive Vice President, Chief Compliance Officer, State Street Corporation, 2009-20102009–2010
•
●	Executive Vice President, Chief Compliance Officer, State Street Global Advisors, 2008-20092008–2009
•
●	Senior positions with MFS Investment Management and PricewaterhouseCoopers LLP, 1999-20081999–2008

Other Current Directorships

•●	United States Steel Corporation, since 2020
•
●	Affiliated Managers Group, since 2020

Former Public Company Directorships

Raytheon Company, 2014-2020

●

Raytheon Company, 2014–2020

Other Leadership Experience and Service

Director and Past President, The Arc of Massachusetts

●	Director and Past President, The Arc of Massachusetts

*	Reflects service as RTN director.

 

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

Bernard A. Harris, Jr.
INDEPENDENT DIRECTOR Chief Executive Officer and Managing Partner, Vesalius Ventures, Inc. Key Skills and Expertise	AGE 65 DIRECTOR SINCE 2021 BOARD COMMITTEES Audit, Special Activities

 

Qualifications
Dr. Harris has significant aerospace industry knowledge, deep understanding of science and technology and executive leadership experience gained through his CEO and other senior leadership roles at Vesalius Ventures and the National Math and Science Initiative, his service as Chief Medical Officer of SPACEHAB and his years as an astronaut and flight surgeon at NASA. He has significant experience in technology innovation and strategic planning. He also brings valuable expertise in guiding organizations to leverage their resources in support of community development and philanthropic endeavors.
Experience
●	Chief Executive Officer and Managing Partner, Vesalius Ventures (venture capital), since 1998
●	Chief Executive Officer, National Math and Science Initiative Inc. (education nonprofit), since 2018
●	Space Media Inc., Vice President, Business Development, 1999–2001
●	SPACEHAB Inc., Vice President, Chief Medical Officer and Scientist, 1996–2001

●	NASA, Astronaut, 1991–1996
●	NASA, Clinical Scientist & Flight Surgeon, Johnson Space Center, 1987–1990
Other Current Directorships
●	U.S. Physical Therapy, since 2005
●	MassMutual (non-public)
Former Public Company Directorships
●	Sterling Bancshares Inc., 2006–2011
Other Leadership Experience and Service
●	Board of Trustees, Barings Fund & Barings BDS
●	Board of Trustees, Salient Midstream & MLP Fund
●	Board of Directors, Texas Medical Center
●	The Harris Foundation (founder)
●	National Academies of Sciences Engineering and Medicine (NASEM) Board on Health Sciences Policy

Gregory J. Hayes
PresidentChairman & Chief Executive Officer, Raytheon Technologies Corporation Key Skills and Expertise	AGE 6061 DIRECTOR SINCE 2014 BOARD COMMITTEES Finance, Special Activities
SENIOR LEADERSHIP   FINANCIAL   EXPERIENCE IN INDUSTRY

 

Qualifications

Mr. Hayes has substantial experience in executive leadership, finance, strategic planning, mergers and acquisitions, business development, and global operations and management. He has a deep knowledge of the aerospace and defense industry and the Company’s business, strategy, operations and global markets gained through his CEO and other senior leadership roles at Raytheon Technologies and affiliated companies. He brings a track record of successfully managing complex businesses and developing people. He also provides public company board leadership gained through his service as the Chairman of the UTC Board.

Experience

•Qualifications
Mr. Hayes has substantial experience in executive leadership, finance, strategic planning, mergers and acquisitions, business development, and global operations and management. He has a deep knowledge of the aerospace and defense industry and the Company’s business, strategy, operations and global markets gained through his CEO and other senior leadership roles at Raytheon Technologies and affiliated companies. He brings a track record of successfully managing complex businesses and developing people. He also provides public company board leadership experience gained as Chairman of the UTC Board.
Experience
●	Chairman & Chief Executive Officer, Raytheon Technologies Corporation, since June 2021
●	President, Chief Executive Officer and Director, Raytheon Technologies Corporation, since April 20202020–June 2021

•●	Chairman & Chief Executive Officer, United Technologies Corporation, 2016-April2016–April 2020
•●	President, Chief Executive Officer and Director, United Technologies Corporation, 2014-20162014–2016
•●	Senior Vice President & Chief Financial Officer, United Technologies Corporation, 2008-20142008–2014
•●	Various senior positions since joining UTC in 1999 through the merger withacquisition of Sundstrand Corporation, including Vice President, Accounting and Finance, and responsibility for UTC’s Corporate Strategy function

Former Public Company Directorships

Former Public Company Directorships●Nucor Corporation, 2014-2018

Thomas A. Kennedy
Executive Chairman, Raytheon Technologies Corporation	AGE 65 DIRECTOR SINCE 2020 BOARD COMMITTEES Finance, Special Activities
Key Skills and Expertise  EXPERIENCE IN INDUSTRY    SENIOR LEADERSHIP   TECHNOLOGY AND INNOVATION

Qualifications

Mr. Kennedy has substantial defense industry expertise and business experience gained through his CEO and other senior leadership roles at RTN, as well as in-depth knowledge of RTN’s business, technologies, operations and global markets. He brings public company board leadership and governance experience gained through his service as the Chairman of the RTN Board. He also has significant experience in strategic planning, cybersecurity, engineering and technology, and risk management.

Experience

•	Executive Chairman, Raytheon Technologies Corporation, since April 2020
•	Chairman & Chief Executive Officer, Raytheon Company (defense and intelligence systems & services), 2014 to April 2020
•	Executive Vice President and Chief Operating Officer, Raytheon Company, 2013-2014

•	Vice President and President of the Integrated Defense Systems business unit, Raytheon Company, 2010-2013
•	Vice President of the Tactical Airborne Systems product line within the Space and Airborne Systems business unit, Raytheon Company, 2007-2010
•	Various other leadership positions since joining Raytheon Company in 1983

Former Public Company Directorships

Raytheon Company, 2014-2020

Other Leadership Experience and Service

•	Board of Trustees, Fidelity Equity and High Income Funds
•	Rutgers University School of Engineering Industry Advisory Board
•	UCLA School of Engineering Advisory Board
•	Massachusetts Institute of Technology Industry Advisory Board

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

Marshall O. Larsen
INDEPENDENT DIRECTOR Retired Chairman, President & Chief Executive Officer, Goodrich Corporation	AGE 72 DIRECTOR SINCE 2012 BOARD COMMITTEES Governance and Public Policy, Finance
Key Skills and Expertise  EXPERIENCE IN INDUSTRY    SENIOR LEADERSHIP   FINANCIAL

Qualifications

Mr. Larsen brings to the Board significant aerospace industry expertise and executive leadership experience developed through his CEO and other senior leadership roles at Goodrich Corporation. He has extensive financial, strategic management and global operational experience. He also brings his experience and insights from his current and past service on boards of other public companies in a range of industries.

Experience

•	Chairman, President & Chief Executive Officer, Goodrich Corporation (aerospace and defense systems & services), 2003-2012
•	President, Chief Operating Officer and Director, Goodrich Corporation, 2002-2003
•	Executive Vice President, Goodrich Corporation, and President & Chief Operating Officer, Goodrich Aerospace, 1995-2002

Other Current Directorships

•	Air Lease Corporation, since 2014
•	Becton, Dickinson and Company, since 2007

Former Public Company Directorships

Lowe’s Companies, Inc., 2004-2019

Other Leadership Experience and Service

Dean’s Advisory Council, Krannert School of Management, Purdue University

George R. Oliver
INDEPENDENT DIRECTOR Chairman & Chief Executive Officer, Johnson Controls International plc Key Skills and Expertise	AGE 6061 DIRECTOR SINCE 2020 (2013*) BOARD COMMITTEES Governance and Public Policy, Finance
Key Skills and Expertise   INTERNATIONAL    SENIOR LEADERSHIP   TECHNOLOGY AND INNOVATION

 

Qualifications

Mr. Oliver provides the Board with executive leadership and substantial global operational and management experience gained through his CEO and other leadership roles at global industrial and technology companies Johnson Controls, Tyco International and General Electric. He also has significant experience in strategic planning, mergers and acquisitions, finance, risk management and technology.

Experience

•Qualifications
Mr. Oliver provides the Board with substantial executive leadership experience and global operational and management expertise, gained through his CEO and other leadership roles at the global industrial and technology companies Johnson Controls, Tyco International and General Electric. He also has significant experience in strategic planning, mergers and acquisitions, finance, risk management and technology.
Experience
●	Chairman of the Board & Chief Executive Officer, Johnson Controls International plc (diversified technology and multi-industrial company), since 2017
•●	President & Chief Operating Officer, Johnson Controls International plc, 2016-20172016–2017
•●	Chief Executive Officer, Tyco International Ltd., 2012-20162012–2016
•●	President, Tyco International Ltd., 2011-20122011–2012
•●	President, Tyco Electrical and Metal Products, 2007-20102007–2010
•●	President, Tyco Safety Products, 2006-20102006–2010

Various leadership roles of increasing responsibility at several General Electric divisions, culminating as President of GE Water and Process Technologies, until 2006

Other Current Directorships

Johnson Controls International plc, since 2016

Former Public Company Directorships

•●	Various leadership roles of increasing responsibility at several General Electric divisions, culminating as President of GE Water and Process Technologies, until 2006
Other Current Directorships
●	Johnson Controls International plc, since 2016
Former Public Company Directorships
●	Raytheon Company, 2013-20202013–2020
•●	Tyco International Ltd., 2012-20162012–2016

Other Leadership Experience and Service

•Other Leadership Experience and Service
●	Board of Trustees, Worcester Polytechnic Institute
●	Board of Trustees,
•	Pro Football Hall of Fame
●	Board of Trustees
•	Directors, United Way of Greater Milwaukee
●	Board of Directors,
•	Metropolitan Milwaukee Association of Commerce
●	Board of Directors, Business Roundtable
•●	Business Roundtable Board of Directors,
•	The Greater Milwaukee Committee Board of Directors

RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    15

* Reflects service as RTN director.

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PROPOSAL 1: ELECTION OF DIRECTORS  |  NOMINEES

 

Robert K. (Kelly) Ortberg
Retired Chairman, President & Chief Executive Officer, Rockwell Collins, Inc.	AGE 60 DIRECTOR SINCE 2020 BOARD COMMITTEES Finance, Special Activities
Key Skills and Expertise			AGE 61 DIRECTOR SINCE 2020  EXPERIENCE IN INDUSTRY    SENIOR LEADERSHIP   TECHNOLOGY AND INNOVATIONBOARD COMMITTEES Finance, Special Activities

 

Qualifications

Mr. Ortberg has significant aerospace and defense industry expertise and business experience gained through his CEO and other senior leadership roles at Rockwell Collins. Through these roles, he also brings executive leadership, as well as significant experience in global management and operations, engineering, technology and innovation.

Experience

•Qualifications
Mr. Ortberg has significant aerospace and defense industry expertise and business experience gained through his CEO and other senior leadership roles at Rockwell Collins. Through these roles he also brings executive leadership experience, as well as a significant background in global management and operations, engineering, technology and innovation.
Experience
●	Special Advisor to the Office of the CEO, Raytheon Technologies Corporation, 2020-February2020–February 2021
•●	Chief Executive Officer, Collins Aerospace Systems, United Technologies Corporation, 2018-20202018–2020
•●	Chairman, President & CEO, Rockwell Collins, Inc. (aerospace and defense systems & services), 2015-20182015–2018

•●	President & CEO, Rockwell Collins, Inc., 2013-20152013–2015
•●	President, Rockwell Collins, Inc., 2012-20132012–2013
•●	Various senior positions since joining Rockwell Collins in 1987

Other Current Directorships

Aptiv PLC, since 2018

Former Public Company Directorships

Rockwell Collins, Inc., 2013-2018

Other Leadership Experience and Service

•Other Current Directorships
●	Aptiv PLC, since 2018
Former Public Company Directorships
●	Rockwell Collins, Inc., 2013–2018
Other Leadership Experience and Service
●	Past Chairman, Board of Governors, Aerospace Industries Association
•●	Co-Chairman, FIRST® Board of Directors
•	University of Iowa Engineering Advisory Board

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

Margaret L. O’Sullivan
INDEPENDENT DIRECTOR Professor, Harvard University Kennedy School Key Skills and Expertise	AGE 5152 DIRECTOR SINCE 2017 BOARD COMMITTEES Governance and Public Policy, Special Activities
Key Skills and Expertise  INTERNATIONAL   GOVERNMENT   RISK MANAGEMENT/OVERSIGHT

 

Qualifications

Dr. O’Sullivan brings to the Board substantial international public policy, national security and strategic planning experience developed through her numerous leadership positions in the U.S. government, which include service as the Deputy National Security Advisor for Iraq and Afghanistan, and her current role as the Jeane Kirkpatrick Professor of the Practice of International Affairs at Harvard University’s Kennedy School. Through this experience, combined with her advisory roles with numerous public policy and other organizations, she provides critical insights on public policy and security matters as well as international affairs.

Experience

•Qualifications
Dr. O’Sullivan brings to the Board substantial international public policy, national security and strategic planning experience developed through her numerous leadership positions in the U.S. government, which include service as the Deputy National Security Advisor for Iraq and Afghanistan, and her current role as the Jeane Kirkpatrick Professor of the Practice of International Affairs at Harvard University’s Kennedy School. Through this experience, combined with her advisory roles with numerous public policy and other organizations, she provides critical insights on public policy and security matters as well as international affairs.
Experience
●	Jeane Kirkpatrick Professor of the Practice of International Affairs, Harvard University Kennedy School (higher education), since 2009
•●	North America Chair, The Trilateral Commission, since 2018
•●	Vice Chair of All Party Talks in Northern Ireland, 2013
•●	Director of the Geopolitics of Energy Project, Harvard University Kennedy School, since 2011
•●	Lecturer and Senior Fellow, Harvard University Kennedy School, 2008-20092008–2009
•●	Deputy National Security Advisor for Iraq and Afghanistan, National Security Council, 2005-20072005–2007

•●	Special Assistant to the President, National Security Council, 2004-20072004–2007
•●	Deputy Director (Governance), Iraq Coalition Provisional Authority, 2003-20042003–2004
•●	Principal Advisor to the President’s Special Envoy to the Northern Ireland Peace Process, U.S. Department of State, 2001-20032001–2003
•●	Fellow, The Brookings Institution, 1997-20011997–2001

Other Leadership Experience and Service

•Other Leadership Experience and Service
●	Board of Directors, The Council on Foreign Relations
•	Board of Trustees, The German Marshall Fund of the United States
•●	Board of Trustees, The International Crisis Group
•●	Board of Directors, The Mission Continues, a veterans organization
•●	International Advisory Board, Linklaters LLP
•●	Steering Committee, The Leadership Council for Women in National Security
•●	Advisory Board, Columbia University’s Center on Global Energy Policy
•●	Advisory Council, George W. Bush Institute Women’s Initiative
•	Advisory Board, Klein and Company
•●	Senior Advisor, WestExec AdvisorsMacro Advisory Partners
•●	Member of Aspen Strategy Group

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

Dinesh C. Paliwal
INDEPENDENT LEAD DIRECTOR Partner, Americas Private Equity, KKR Retired Chairman President & Chief Executive Officer,CEO, Harman International Inc.	AGE 63 DIRECTOR SINCE 2020 BOARD COMMITTEES Governance and Public Policy, Compensation
Key Skills and Expertise			TECHNOLOGY AND INNOVATION    INTERNATIONAL    SENIOR LEADERSHIPAGE 64 DIRECTOR SINCE 2020 (2016*) BOARD COMMITTEES Governance and Public Policy, Human Capital & Compensation

 

Qualifications

Mr. Paliwal brings to the Board executive leadership experience and global management and operational expertise developed through his CEO and other senior leadership roles at Harman International and the ABB Group and his current and past director roles on the boards of other large, complex global commercial companies. He has significant experience in technology innovation, product development, strategic planning, finance, mergers and acquisitions, and risk management.

Experience

•Qualifications
Mr. Paliwal brings to the Board executive leadership experience and global management and operational expertise developed through his CEO and other senior leadership roles at Harman International and the ABB Group and his current and past director roles on the boards of other large, complex global commercial companies. He has significant experience in technology innovation, product development, strategic planning, finance, mergers and acquisitions, and risk management.
Experience
●	Partner, Americas Private Equity, KKR (private equity investments), since October 2021
●	President & Chief Executive Officer, Harman International Inc. (connected products and solutions for automakers, consumers and enterprises), 2017-20202017–2020
•●	Chairman, CEO & President, Harman International (NYSE: HAR), 2007-20172007–2017 (Samsung acquired Harman in 2017)
•●	President, ABB Ltd. Switzerland, 2006-20072006–2007

•●	Chairman and CEO, ABB Inc. USA, 2004-20072004–2007
•●	President, ABB Automation, 2002-20052002–2005

Other Current Directorships

•Other Current Directorships
●	Nestle S.A., since 2019
•●	Marelli Corp. (non-public)
Former Public Company Directorships
●	Bristol-Myers Squibb, since 20132013–May 2021

Former Public Company Directorships

•●	Raytheon Company, 2016-20202016–2020
•●	Harman International Inc., 2007-20172007–2017
•●	ADT Corporation, 2012-20142012–2014
•●	Tyco International Ltd., 2010-20122010–2012
•●	Embarq Corporation (Telecom), 2006-20092006–2009
•●	ABB India Ltd. 2003-20072003–2007

Other Leadership Experience and Service

•Other Leadership Experience and Service
●	Board of Visitors, Farmer School of Business,Trustees, Miami University, Ohio
•*	Director of the US-India Business CouncilReflects service as RTN director

Ellen M. Pawlikowski
INDEPENDENT DIRECTOR General, U.S. Air Force (Retired) and Former Commander, Air Force Materiel Command	AGE 64 DIRECTOR SINCE 2020 BOARD COMMITTEES Audit, Special Activities
Key Skills and Expertise			AGE 65 DIRECTOR SINCE 2020 (2018*)  GOVERNMENT    SENIOR LEADERSHIP   EXPERIENCE IN INDUSTRYBOARD COMMITTEES Audit, Special Activities

 

Qualifications

General Pawlikowski delivers deep defense industry-specific expertise, senior leadership experience, and understanding of leading-edge science and technology through her extensive military service, including as Commander, U.S. Air Force Materiel Command. She provides the Board with important insights regarding warfighter critical mission needs, advanced weapons systems management, and acquisition and national security policy.

Experience

•Qualifications
General Pawlikowski delivers deep defense industry-specific expertise, senior leadership experience, and understanding of leading-edge science and technology through her extensive military service, including as Commander, U.S. Air Force Materiel Command. She provides the Board with important insights regarding warfighter critical mission needs, advanced weapons systems management, and acquisition and national security policy.
Experience
●	Judge Widney Professor of Systems Architecting and Engineering, University of Southern California (higher education), since 2019
•●	Commander, Air Force Materiel Command (military leadership), 2015-20182015–2018
•●	Various positions of increasing responsibility during a 36-year career in the U.S. Air Force, including Military Deputy for the Assistant

Secretary for Acquisition; Commander/Program Executive Officer, Space and Missile Systems Center; Commander, Air Force Research Laboratory; Deputy Director and Chief Operating Officer, National Reconnaissance Office

Other Current Directorships

•		Intelsat S.A., since 2019Other Current Directorships
•●	Velo3D, Inc., effective March 15, 2022
●	Applied Research Associates (non-public)
•●	SRI International (non-public)

Former Public Company Directorships

Raytheon Company, 2018-2020

Other Leadership Experience and Service

•●	CEM Defense Materials (non-public)
Former Public Company Directorships
●	Intelsat S.A., 2019–February 2022
●	Raytheon Company, 2018–2020
Other Leadership Experience and Service
●	Fellow, American Institute of Aeronautics and Astronautics
•●	Member, National Academy of Engineers
•●	Chairperson, Air Force Studies Board of Advisors, National Security Space Association
*  Reflects service as RTN director.

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

Denise L. Ramos
INDEPENDENT DIRECTOR Retired Chief Executive Officer & President, ITT Inc. Key Skills and Expertise	AGE 6465 DIRECTOR SINCE 2018 BOARD COMMITTEES Audit, Human Capital & Compensation
Key Skills and Expertise  EXPERIENCE IN INDUSTRY    SENIOR LEADERSHIP   FINANCIAL

 

Qualifications

Ms. Ramos provides the Board with executive leadership and substantial global operational and management experience gained through her CEO and other leadership roles at ITT Inc. She has extensive financial expertise and experience in strategic planning and mergers and acquisitions, having served as the Chief Financial Officer at ITT and other large global companies. She also brings her experience and insights from her current and past service on boards of other public companies in a range of industries.

Experience

•Qualifications
Ms. Ramos provides the Board with executive leadership and substantial global operational and management experience gained through her CEO and other leadership roles at ITT Inc. She has extensive financial expertise and experience in strategic planning and mergers and acquisitions, having served as the Chief Financial Officer at ITT and other large global companies. She also brings her experience and insights from her current and past service on boards of other public companies in a range of industries.
Experience
●	Chief Executive Officer & President, ITT Inc. (formerly ITT Corporation—diversified manufacturer), 2011-20182011-2019
•●	Senior Vice President & Chief Financial Officer, ITT Corporation, 2007-20112007–2011

•●	Chief Financial Officer, Furniture Brands International (home furnishings), 2005-20072005–2007
•●	Senior Vice President & Corporate Treasurer, Yum! Brands, Inc., and Chief Financial Officer, KFC Corporation (U.S. Division), 2000-20052000–2005

Other Current Directorships

•●	Various finance positions of increasing responsibility during more than 20 years at Atlantic Richfield Company
Other Current Directorships
●	Bank of America Corp., since 2019
•●	Phillips 66 Company, since 2016

Former Public Company Directorships

•Former Public Company Directorships
●	ITT Inc., 2011-20182011–2019
•●	Praxair, Inc., 2014-20162014–2016

 

Fredric G. Reynolds
INDEPENDENT DIRECTOR Retired Executive Vice President & Chief Financial Officer, CBS Corporation Key Skills and Expertise	AGE 7071 DIRECTOR SINCE 2016 BOARD COMMITTEES Audit (Chair), Governance and Public Policy, Human Capital & Compensation
Key Skills and Expertise  FINANCIAL   RISK MANAGEMENT/OVERSIGHT    SENIOR LEADERSHIP

 

Qualifications

Mr. Reynolds brings to the Board substantial financial and risk management expertise as well as executive leadership and strategic planning experience gained through his Chief Financial Officer and other leadership roles at large global companies CBS, Viacom and PepsiCo. He also brings his experience and insights from his current and past service on boards of other public companies in a range of industries.

Experience

•Qualifications
Mr. Reynolds brings to the Board substantial financial and risk management expertise, as well as executive leadership and strategic planning experience gained through his Chief Financial Officer and other leadership roles at large global companies CBS, Viacom and PepsiCo. He also brings his experience and insights from his current and past service on boards of other public companies in a range of industries.
Experience
●	Executive Vice President & Chief Financial Officer, CBS Corporation (media), 2005-20092005–2009
•●	President & Chief Executive Officer, Viacom Television Stations Group (CBS predecessor), 2001-20052001–2005

•●	Executive Vice President & Chief Financial Officer, Viacom, Inc., 2000-20012000–2001
•●	Executive Vice President & Chief Financial Officer, Westinghouse Electric Corporation, 1994-20001994–2000
•●	Various positions at PepsiCo, Inc., 1982-19941982–1994
		Other Current Directorships

Other Current Directorships

•●	Mondelēz International, Inc., since 2007
•●	Pinterest, Inc., since 2017
•●	MGM Holdings, Inc. (non-public)

Former Public Company Directorships

•Former Public Company Directorships
●	AOL, Inc., 2009-20152009–2015
•●	Hess Corporation, 2013-20192013–2019

 

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

 

Brian C. Rogers
INDEPENDENT DIRECTOR Retired Chairman, T. Rowe Price Group, Inc. Key Skills and Expertise	AGE 6566 DIRECTOR SINCE 2016 BOARD COMMITTEES Finance (Chair), Human Capital & Compensation
Key Skills and Expertise  FINANCIAL   RISK MANAGEMENT/OVERSIGHT    SENIOR LEADERSHIP

 

Qualifications

Mr. Rogers provides the Board with extensive financial and investment expertise and risk management experience through his Chief Investment Officer and other investment management roles at T. Rowe Price, as well as significant executive leadership and governance experience gained through his service as the Chairman of the Board of T. Rowe Price. Mr. Rogers also provides the Board with important insights into the perspectives of institutional investors.

Experience

•Qualifications
Mr. Rogers provides the Board with extensive financial and investment expertise and risk management experience through his Chief Investment Officer and other investment management roles at T. Rowe Price, as well as significant executive leadership and governance experience gained through his service as the Chairman of the Board of T. Rowe Price. Mr. Rogers also provides the Board with important insights into the perspectives of institutional investors.
Experience
●	Chairman of the Board of Directors, T. Rowe Price Group, Inc. (investment management), 2007-20172007–2017
•●	Chief Investment Officer, T. Rowe Price Group, Inc., 2004-20172004–2017
•●	Various other senior leadership roles since joining T. Rowe Price Group, Inc., in 1982

Other Current Directorships

Lowe’s Companies, Inc., since 2018

Former Public Company Directorships

Chairman of the Board (non-executive), T. Rowe Price Group, Inc., 2017-2019

Other Leadership Experience and Service

•Other Current Directorships
●	Lowe’s Companies, Inc., since 2018
Former Public Company Directorships
●	Chairman of the Board (non-executive), T. Rowe Price Group, Inc., 2017–2019
Other Leadership Experience and Service
●	Trustee, Brookings Institution
•●	Board of Directors, Harvard Management Company
•●	Trustee, Johns Hopkins Medicine

 

James A. Winnefeld, Jr.
INDEPENDENT DIRECTOR Admiral, U.S. Navy (Retired) and Former Vice Chairman of the Joint Chiefs of Staff Key Skills and Expertise	AGE 6465 DIRECTOR SINCE 2020 (2017*) BOARD COMMITTEES Special Activities (Chair), Human Capital & Compensation, Finance
Key Skills and Expertise  GOVERNMENT   EXPERIENCE IN INDUSTRY   RISK MANAGEMENT/OVERSIGHT

 

Qualifications

Admiral Winnefeld brings extensive senior leadership, strategic planning and management experience developed through his various roles of increasing responsibility in the U.S. military, culminating in his service as the Ninth Vice Chairman of the Joint Chiefs of Staff.

He provides the Board with deep defense industry-specific domain knowledge and expertise in the global security environment and our core defense customers.

Experience

•Qualifications
Admiral Winnefeld brings extensive senior leadership, strategic planning and management experience developed through his various roles of increasing responsibility in the U.S. military, culminating in his service as the Ninth Vice Chairman of the Joint Chiefs of Staff. He provides the Board with deep defense industry-specific domain knowledge and expertise with respect to the global security environment and our core defense customers.
Experience
●	Vice Chairman of the Joint Chiefs of Staff (military leadership), 2011-20152011–2015
•●	Various positions of increasing responsibility during a 37-year career in the U.S. Navy, including Commander, U.S. Northern Command (USNORTHCOM); Commander, North American Aerospace Defense Command (NORAD); Commander, U.S. Sixth Fleet; and Commander, Allied Joint Command Lisbon

Other Current Directorships

•Other Current Directorships
●	Molson Coors Beverage Company, since 2020
•●	Alliance Laundry Systems LLC (non-public)
•●	CytecCEM Defense Materials (non-public)
•●	Enterprise Holdings, Inc. (non-public)

Former Public Company Directorships

Raytheon Company, 2017-2020

Other Leadership Experience and Service

•Former Public Company Directorships
●	Raytheon Company, 2017–2020
Other Leadership Experience and Service
●	Co-founder and Co-chair, SAFE Project
●	Board of Advisors, Georgia Institute of Technology
•●	Co-founder and Co-chair, SAFE ProjectTrustee, Georgia Tech Foundation
* Reflects service as RTN director.

 

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PROPOSAL 1: ELECTION OF DIRECTORS | NOMINEES

Robert O. Work
INDEPENDENT DIRECTOR Retired Deputy Secretary of Defense, U.S. Department of Defense Key Skills and Expertise	AGE 6869 DIRECTOR SINCE 2020 (2017*) BOARD COMMITTEES Governance and Public Policy (Chair), Audit, Special Activities
Key Skills and Expertise  GOVERNMENT   EXPERIENCE IN INDUSTRY   RISK MANAGEMENT/OVERSIGHT

 

Qualifications

Mr. Work provides the Board with significant insight into customer needs acquired through his command, leadership and management positions, including as an officer in the U.S. Marine Corps, 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.

Experience

•Qualifications
Mr. Work provides the Board with significant insight into customer needs acquired through his command, leadership and management positions, including as an officer in the U.S. Marine Corps, 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.
Experience
●	U.S. Deputy Secretary of Defense (executive department leadership), 2014-20172014–2017
•●	Chief Executive Officer, Center for a New American Security, 2013-20142013–2014
•●	Undersecretary of the U.S. Navy, 2009-20132009–2013
•●	Positions with the Center for Strategic and Budgetary Assessments: Servingserving in positions of increasing responsibility from 2002 to 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

•		BlackLynx (non-public)Other Current Directorships
•	Hensoldt U.S., Chairman (non-public)
•●	System High (non-public)
•●	Govini, Chairman (non-public)
•●	SparkCognition Government Services, Chairman (non-public)

Former Public Company Directorships

Raytheon Company, 2017-2020

Other Leadership Experience and Service

•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
•●	Consultant, Deloitte (defense practice)Principal, WestExec Advisors
•●	Senior Counselor, Telemus Group
•●	Senior Fellow, Johns Hopkins Applied Physics Laboratory
•●	Visiting Fellow, MITRE Corporation
•●	Board of Advisors, U.S. Chamber of Commerce, Defense and Aerospace Export Council
•●	Vice Chairman, U.S. National Security Commission on Artificial IntelligenceConsultant, Deloitte (defense practice)
•	Principal, WestExec Advisors
•●	Chair, U.S. Naval Institute Board of Directors
•●	Senior Advisor, Blackstone
●	Board of Advisors, SparkCognition
●	Board of Advisors, Special Competitive Studies Project
●	Member, Council on Foreign Relations
•●	Member, International Institute for Strategic Studies
•		Senior Advisor, Blackstone
•	Senior Advisor, SparkCognition* Reflects service as RTN director.

 

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Corporate Governance

Our Continuing Commitment to Sound Corporate Governance

RTX is committed to strong corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics and that go beyond legal and regulatory requirements. The Board believes this commitment promotes long-term shareowner value. As a company formed through the “merger of equals” transaction between UTC and RTN, we have

CODE OF CONDUCT AND CORPORATE GOVERNANCE GUIDELINES

This commitment to sound governance standards that incorporate the values and leading practices of both legacy companies. This is reflected in strong Board engagement on diversity, equity and inclusion as well as sustainability disclosure, and a commitment to transparent financial reporting and strong internal controls. Our newour Code of Conduct and amendedCorporate Governance Guidelines, also reflect thesewhich reinforce our values and high standards.

The new Code of Conduct, adopted by the Board in 2020, harmonizes the legacy companies’ codes based on RTX’s values of Trust, Respect, Accountability, Collaboration and Innovation. Among other things, it emphasizes conducting our business with integrity, respecting and protecting human rights, and reporting violations without fear of retaliation.

The Board also amended the RTX Governance Guidelines to incorporate the following governance practices of legacy RTN:

•Code of Conduct	Stricter overboarding limits: Reflecting its expectations regarding a director’s commitment	Corporate Governance Guidelines
●  Explains how our values of timeTrust, Respect, Accountability, Collaboration and attentionInnovation must inform our actions. ●  Guides employees’ conduct with each other, our business partners and our communities. ●  Emphasizes the responsibility to RTX,conduct our business with integrity, to respect and protect human rights, and to report violations of the Code without fear of retaliation.		Governs the structure and functioning of the Board lowered the number of public company boards on which a director may serve from five to four (including RTX), and to two for any director who serves as executive officer of a public company.
•	Approval of outside engagements: The Board clarified itsincorporates numerous leading practices that reflect our high governance standards, including: ●  A clear approval process for outside directorships and formalized the review ofor paid consulting/advisory engagements that could potentially raise conflicts of interest foror detract from a director.
•	director’s focus on Board refreshment and development: The Board instituted a periodicduties. ●  Regular review of director tenure with special attention toin light of the Board’s evolving needs. ●  Annual self-evaluation of the performance of the Board, its standing committees and our directors who have served for 15 or more years. It also clarified its practices regarding appropriate attributes and experiences for the role of each committee chair, and made it a goal to rotate committee chairs and members at least every five years.(see page 23).

Elements of the current RTX governance structure, including the composition and leadership of the Board and its committees, were established in connection with the Merger and approved by the respective legacy companies’ shareowners. The Board believes the RTX governance structure is sound and enables it to provide advice, insight and strong independent oversight that will advance the interests of the combined company, our shareowners, and other stakeholders.

We encourage you to visit the Corporate Governance section of our website (www.rtx.com) where you can accessfor more information about corporate governance at RTX, including:RTX.

•   Board Leadership StructureCode of Conduct •   Governance Guidelines •   Board Committee Charters •   Certificate of Incorporation and Bylaws •   Director Independence Policy •   Clawback Policy

•   Related Person Transactions Policy •   Information about our Ombuds Program, which allows RTX’s employees and other stakeholders to raise questions confidentially and outside the usual management channels •   Information about how to communicate concerns to the Board of Directors

Shareowner Engagement

The BoardUnder the terms of the Merger, we established an Executive Chairman and management believeChief Executive Officer leadership structure which was designed to provide the most effective leadership of the newly formed company for a transitional period of up to two years following the Merger. In light of the Company’s significant progress in transparent and open communication with investors. Over the years, these engagements have improved our corporate governance practices, increased shareowner rights, enhanced the Board’s composition, and improved the design and disclosure of our executive compensation program.

We strive to engage with investors at least twice a year:its integration efforts in the spring,first year after our Proxy Statement is filed, andthe Merger, Thomas A. Kennedy retired as Executive Chairman in June 2021, at which time the late summer/fall. Outside of proxy season, we solicit feedback from our largest shareowners on possible changesBoard appointed Mr. Hayes to our executive compensation program and corporate governance practices. The engagement sessions also include discussions regarding leadership structure and corporate social responsibility, including RTX’s diversity and sustainability initiatives.

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CORPORATE GOVERNANCE  |  BOARD LEADERSHIP STRUCTURE

In the summer and fall of 2020, we engaged with investors on environmental, social and governance (“ESG”) matters with emphasis on sustainability practices and related disclosure, including useserve as Chairman of the Sustainability Accounting Standards Board (“SASB”) reporting elements. We also separately engaged with investors on the Company’s executive compensation program. During the course of these outreach efforts, we engaged with representatives of shareowners that hold, in the aggregate, over 35% of our shares.

In 2020, we engaged with institutional investors holding RTX Common Stock representing over 35% of our shares outstanding on ESG and compensation matters.

Board Leadership Structure

addition to CEO.

The Board believes the current leadership structure, established at the timeinterests of the Merger, is the most effective leadership structure for RTXall shareowners are best served at this time.time through the current combined Chairman and CEO leadership structure. It provides the appropriate balance amongbetween an empowered independent Lead Director with well-defined responsibilities and a Chairman and CEO with responsibilities for day-to-day management, responsibilities,Board leadership and an Executive Chairman with significant experience and insight to lead the newly-constituted Board and assist the CEO for a transitional period following the Merger.

EXECUTIVE CHAIRMAN AND CEO

In connection with the Merger, Mr. Hayes became the Chief Executive Officer and Mr. Kennedy was appointed to serve as the Executive Chairman for two years from the Merger (April 3, 2022), after which Mr. Hayes will take on the role of Chairman in addition to serving as the CEO. As the Executive Chairman, Mr. Kennedy presides over Board meetings (other than private sessions of the independent directors), collaborates with the CEO and Lead Director to plan and set the agenda for Board meetings, and assists the CEO in, among other things, setting the Company’s long-term strategy.

The Governance Committee regularly reviews our board leadership structure. Under our Corporate Governance Guidelines, the Board does not have a set policy on whether a CEO may also serve as Chairman of the Board. Instead, the Board selects the structure that it believes will provide the most effective leadership and oversight for the Company in the circumstances. In making this decision, the Board considers a range of factors, including: the Company’s operating and financial performance; any recent or anticipated changes in the CEO role; the effectiveness of the processes and structures for Board interaction with and oversight of management; and the importance of maintaining a single voice in leadership communications and Board oversight, both internally and with investors and customers.

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CORPORATE GOVERNANCE | BOARD SELF-EVALUATION

LEAD DIRECTOR

The Board has designated Mr. Paliwal to serve as the Lead Director. Until April 3, 2022, the Lead Director must be one of the RTN continuing independent directors (unless 75% of the full RTX Board votes to change this arrangement).

Our Corporate Governance Guidelines set forth the roles and responsibilities of the Lead Director, which are designed to promote strong, independent oversight of RTX’s management and affairs.

Among these roles and responsibilities, the Lead Director:

•   ●May call and preside over private sessions of the independent directors •   ●Serves as a liaison betweenChairman of the independent directors andBoard when the Executive Chairman is not present •   ●Engages with significant constituencies, as requested •   ●Collaborates with the Executive Chairman and the CEO to plan and set the agenda for Board meetings •   ●Oversees the performance evaluation and compensation for our CEO and Executive Chair		•●  Facilitates succession planning and management development •●  Works jointly with the Chair of the Governance Committee to lead the Board’s annual self-evaluation process and review any director’s request to accept a new outside directorship or other paid engagement per the Corporate Governance Guidelines •●  Authorizes retention of outside advisors and consultants who report to the Board on board-wide issues

RTX’s independent directors meet in private sessions without management. These sessions are held on a regular schedule, and the Lead Director may call extra sessions as needed.

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CORPORATE GOVERNANCE  |  BOARD SELF-EVALUATION

Board Self-Evaluation

The Board appreciatesbelieves 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 standing committees and each individual director.

OVERVIEW OF THE SELF-EVALUATION PROCESS

•Oversight and leadership				How it works
The GovernanceCommittee isresponsible for,designs and oversees the design and the manner in which the annual self-evaluation is completed.process.	•	The Lead Director and the Governance Committee Chair jointly lead the self-evaluationself- evaluation process.		Each independent director confers with the Lead Director or the Chairof the Governance Committee toprovide feedback, including candidassessment of peer contributionsand performance.		The Lead Director and the Chair of the Governance Committee then provide to the full Board a summary of the results of the self-evaluation process, and facilitate a Board discussion about potential areas of improvement and actions that might be taken.

How it contributes to Board performance
The self-evaluation informs the Board’s consideration of:
•   ●Board roles •●  Board effectiveness and priorities •●  Committee performance		•●  Refreshment objectives, including composition and diversity •●  SuccessionDirector succession planning

In 2020, the evaluation process placed a strong emphasis on directors’ views about the functioning of the Board after the Merger and their understanding of the roles of the Executive Chairman, Lead Director and CEO.

In accordance with the self-evaluation process established by the Governance Committee, each of our independent directors conferred with Mr. Paliwal, our Lead Director, or Mr. Work, the Chair of the Governance Committee, to provide feedback and to allow for the candid assessment of peer contributions and performance. Messrs. Paliwal and Work then provided to the full Board a summary of the results of the self-evaluation process, and facilitated a Board discussion about potential areas of improvement and actions that might be taken.

The self-evaluation process has generated improvements in recent years to our corporate governance practices and the Board’s effectiveness, including:

It has generated improvements to our corporate governancepractices and the Board’s effectiveness, including:

•	●  Allocating more time to private sessions of the independent directors
•	●  Restructuring the standing committees and their responsibilities in order to free up additional time at Board meetings for strategy and other discussions
•	●  Improving the Board’s self-evaluation process itself

Director Orientation and Education

New directors participate in orientation sessions to familiarize them with the roles and responsibilities of the Board, including topics tailored to their committee assignments. They also learn about the Company’s strategy, our business units, our compliance programs, our financial statements, and any significant financial, accounting and risk management issues.

In 2020, after the completion of the Merger and the change in the composition of the Board, we organized numerous briefings and reviews to help the directors that had served with one legacy company gain a deeper understanding of the other legacy company’s businesses and strategic focus. Directors also met and interacted with key executives.

As part of our directors’ continuing education, the Board strives to visit at least one of the Company’s business units each year. This gives directors a first-hand understanding of that unit’s operations, and provides the opportunity to interact with employees and key executives. Unfortunately, because of travel restrictions and employee health and safety considerations arising from the COVID-19 pandemic, the Board did not visit a business unit in 2020. We expect to resume this practice in 2021 as soon as it is safe to do so.

Directors also are encouraged to attend outside continuing education programs at the Company’s expense. Additional presentations and materials, including updates on business developments and other important topics, are provided from time to time to certain directors or to all directors, as appropriate.

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CORPORATE GOVERNANCE | BOARD COMMITTEES

In the 2021 self-evaluation process, the Board focused on:

●  The Board’s approach to its oversight of product safety and potential enhancements and clarifications to that approach, including the confirmation of the Governance Committee’s primary oversight role as well as the Special Activities Committee’s role in support of the Governance Committee relating to classified products; ●  The Board’s review and consideration of CEO and senior management succession planning; and ●  Potential changes to the Board’s committees, with the expected removal of the Merger-related committee composition requirements from our Corporate Governance Guidelines and Bylaws following the 2022 Annual Meeting.

Board Committees

Our Board currently has the following standing committees: the Audit Committee, the Committee on Governance and Public Policy, the Finance Committee, the Human Capital & Compensation Committee, and the Special Activities Committee. Under the terms of the Merger, our Board mustwas required to maintain a prescribedspecified composition of committee structure for two yearsmembers and chairs until April 3, 2022. The Board plans to remove these requirements from our Corporate Governance Guidelines and Bylaws following the transaction:

•	Until April 3, 2022, the Board will have the following standing committees: the Audit Committee, the Compensation Committee, the Committee on Governance and Public Policy, the Finance Committee and the Special Activities Committee.
•	The Special Activities Committee, the Compensation Committee and the Committee on Governance and Public Policy are chaired by RTN continuing directors, while the Audit Committee and the Finance Committee are chaired by UTC continuing directors.
•	The membership of each committee has an equal number of RTN continuing directors and UTC continuing directors.

During this period, this structure can be altered only by a 75% vote of the full RTX Board.

2022 Annual Meeting, and then will consider whether to make any changes to committee composition or chairs.

The Audit, Governance and Public Policy, and Human Capital & Compensation Committees are each composed exclusively of independent directors. Our Executive Chairman, our CEO and our recently retiredformer Special Advisor to the Office of the CEO serve on the Finance and Special Activities Committees (which are not required committees under New York Stock Exchange (“NYSE”) or Securities and Exchange Commission (“SEC”) rules), because the Board believes these individuals bring particular insights on topics within these committees’ responsibilities. Each standing 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 on the Corporate Governance section of our website (www.rtx.com).

In 2021, the Board amended the charters of the Governance and Public Policy Committee and the Human Capital & Compensation Committee to clarify and enhance those committees’ oversight responsibilities for certain ESG topics that are among the most important to RTX. Specifically, the Board:

●  Renamed the Human Capital & Compensation Committee (formerly called the Compensation Committee) to reflect its oversight of human capital management, and expanded the Committee’s responsibilities to include oversight of recruiting, retention, career development, DE&I, and other aspects of human capital management. ●  Confirmed the Committee on Governance and Public Policy’s oversight responsibilities with respect to ESG topics such as sustainability, workplace safety, human rights, and elements of DE&I other than human capital management.

Additionally, in connection with its consideration of RTX’s enterprise risk management program and its risk oversight role, the Board amended the charter of the Governance Committee in February 2022 to confirm the Committee’s oversight responsibility for Company product safety risks (with the Special Activities Committee assisting on classified product safety).

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CORPORATE GOVERNANCE | BOARD COMMITTEES

		Audit Fredric G. Reynolds Chair (Chair)
20202021 MEETINGS: 712 COMMITTEE MEMBERS Tracy A. Atkinson Bernard A. Harris, Jr. Ellen M. Pawlikowski Denise L. Ramos Robert O. Work		•   ●Assists the Board in overseeing: the integrity of RTX’s financial statements; the independence, qualifications and performance of RTX’s internal and external auditors; the Company’s compliance with its policies and procedures, internal controls, Code of Conduct, and applicable laws and regulations; and policies and procedures relating to risk assessment and management •   ●Nominates for appointment by shareowners,(for shareowner approval) an 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 Mr. Reynolds, Ms. Atkinson and Ms. Ramos each are “audit committee financial experts,” as that term is defined in the SEC rules.

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CORPORATE GOVERNANCE  |  BOARD COMMITTEES

		Governance and Public Policy Robert O. Work (Chair) Chair
20202021 MEETINGS: 65 COMMITTEE MEMBERS Marshall O. Larsen George R. Oliver Margaret L. O’Sullivan Dinesh C. Paliwal Fredric G. Reynolds		•   ●  Reviews and oversees RTX’s positions on significant public issues and corporate social responsibility, including sustainability, product and workplace safety, human rights, and elements of DE&I that do not fall under human capital management ●  Develops and recommends modifications to our Corporate Governance Guidelines ●Identifies and recommends qualified candidates for election to the Board •   ●Develops  Makes recommendations to the Board for committee assignments ●  Reviews and recommends appropriate corporate governance guidelinesmonitors 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 •   ●Recommends to the Board appropriate compensation of non-employee directors •   Submits to the Board recommendations for committee assignments •   Reviews and monitors the orientation of new Board members and the continuing education of all directors •   Reviews and oversees RTX’s positions on significant public issues and corporate social responsibility, including diversity, the environment and safety
		Compensation Tracy A. Atkinson (Chair)
2020 MEETINGS: 5 COMMITTEE MEMBERS Dinesh C. Paliwal Denise L. Ramos Fredric G. Reynolds Brian C. Rogers James A. Winnefeld, Jr.		•   Reviews RTX’s executive compensation policies and practices to ensure that they adequately and appropriately align executive and shareowner interests •   Reviews and approves the design of, and sets performance goals for, the annual and long-term incentive programs for executives •   Evaluates the performance of RTX, the business units and the NEOs relative to the performance goals set by the Committee for the annual and long-term incentive programs •   Reviews and approves compensation for the Executive Chairman, the CEO and other executive officers of the Company •   Reviews a risk assessment of RTX’s compensation policies, plans and practices

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CORPORATE GOVERNANCE | BOARD COMMITTEES

		Finance Brian C. Rogers (Chair) Chair
20202021 MEETINGS: 56 COMMITTEE MEMBERS Tracy A. Atkinson Gregory J. Hayes Thomas A. Kennedy Marshall O. Larsen George R. Oliver Robert K. Ortberg James A. Winnefeld, Jr.		•   ●Reviews and monitors the management of RTX’s financial resources and financial risks •   ●Considers plans for significant acquisitions and divestitures •   ●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 foreign exchange exposure, interest rates and raw material prices; investment of pension assets; and insurance and risk management

		Human Capital & Compensation Special Activities JamesTracy A. Winnefeld, Jr.Atkinson (Chair) Chair
20202021 MEETINGS: 5 COMMITTEE MEMBERS Dinesh C. Paliwal Denise L. Ramos Fredric G. Reynolds Brian C. Rogers James A. Winnefeld, Jr.		●  Reviews RTX’s executive compensation policies and practices to ensure that they adequately and appropriately align executive and shareowner interests ●  Reviews and approves the design of, and sets performance goals for, the annual and long-term incentive programs for executives ●  Evaluates the performance of RTX, the business units and the NEOs relative to the performance goals set by the 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 recruiting, retention, career development, DE&I, and other aspects of human capital management

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CORPORATE GOVERNANCE | DIRECTOR INDEPENDENCE

		Special Activities James A. Winnefeld, Jr. Chair
2021 MEETINGS: 6 COMMITTEE MEMBERS Bernard A. Harris, Jr. Gregory J. Hayes Thomas A. Kennedy Robert K. Ortberg Margaret L. O’Sullivan Ellen M. Pawlikowski Robert O. Work		•   ●Reviews and monitors activities involving classified business of RTX •   ●Reviews policies, processes and internal controls applicable to classified business •   ●Reviews RTX’s cybercybersecurity risk exposure and management’s efforts to manage that exposure •   ●Assists other committees of the Board with their activities and oversight related to enterpriseproduct safety risk management and development of technical talent •   ●Monitors critical technology gaps and reviews the investments, talent development and other efforts by management to address those gaps

The Board created the Special Activities Committee to assist it in providing oversight of RTX’s classified business, critical technologies and cybersecurity risks. The Committee’s role reflects the growth in RTX’s classified business as a result of the Merger, the importance of advanced technologies in the Company’s growth strategy, and the benefits of members with security clearances and defense backgrounds in reviewing cybersecurity risks.

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CORPORATE GOVERNANCE  |  DIRECTOR INDEPENDENCE

Director Independence

Under RTX’s Director Independence Policy and the NYSE listing standards, a majority of our directors must be independent, meaning that the director doesthey do not have a direct or indirect material relationship with RTX (other than as a director). The Director Independence Policy guides the independence determination and defines certain categories of relationships that the Board has determined not to be material relationships that would impair a director’s independence. The policy is available on the Corporate Governance section of our website (www.rtx.com).

Before joining the Board and each year thereafter, each director or nominee completes a questionnaire about relationships and transactions that may require disclosure, may affect the independence determination for that individual, or may affect our ability to meet the heightened independence standards for members of the Audit and Human Capital & Compensation Committees. 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 assessment also considers sales and purchases of products and services, in the ordinary course of business, between RTX (including its subsidiaries) and other companies or charitable organizations where a director or a nominee (or immediate family members) may have relationships pertinent to the independence determination.

In accordance with the Director Independence Policy and the NYSE listing standards, the Board has determined that, other than Messrs. Kennedy andMr. Hayes (who areis a current employeesemployee of RTX) and Mr. Ortberg (who is a former employee of RTX), none of the nominees for election at the 20212022 Annual Meeting has, directly or indirectly, a material relationship with RTX, or any direct or indirect material interest in any transaction involving RTX. Other than Messrs. Kennedy, Hayes and Ortberg, each nominee satisfies our independence criteria.

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CORPORATE GOVERNANCE | THE BOARD’S ROLE

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, CEO and senior management succession planning and ESG, as well as other aspects of our business and affairs. Further, the Board has adopted robust governance practices to enhance its effectiveness and is engaged on behalf of our shareowners.

As part of its oversight role, the Board annually reviews the Company’s long-term plan and objectives and those of its four business units and engages in Risk Oversightperiodic discussions of strategic matters, including significant business portfolio transformation transactions. It also receives regular updates on management’s progress and execution of the Company’s strategy and reviews and approves the Company’s annual operating plan.

In 2021, our Board worked closely with management to provide effective oversight of management’s execution on key priorities that underpin our business strategy, including our COVID-19 pandemic response, our focus on operational excellence, our strategic investments in technology and innovation, the management of our business portfolio, and the advancement of our ESG commitments. The Board and its committees also provided strong oversight in other important areas as discussed below.

OUR RISK MANAGEMENT FRAMEWORKOVERSIGHT

OurThe following is a summary of the current allocation of general risk oversight functions between management program covers the full range of significant risks to RTX, including legal, compliance, financial, operational, strategic and reputational risks. Within these broad categories, specific risks include human capital, market conditions, the overall political climate, cybersecurity, and the impact of disruptive events such as pandemics and natural disasters.Board:

To manage these risks, RTX has

Management		Board of Directors
Responsible for identifying, assessing, prioritizing, and managing the various risks that the Company faces		Responsible for Board/committee risk oversight governance, including allocation of risk oversight responsibilities
● Employs a comprehensive enterprise risk management (“ERM”) program ● Maintains robust internal processes and an effective internal control environment		● Audit Committee oversees management’s ERM program ● Board has allocated responsibilities to itself and its committees for overseeing particular risks, as shown below

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CORPORATE GOVERNANCE | THE BOARD’S ROLE

The Board’s risk oversight governance framework is designed to enable it to understand critical risks in the Company’s business and strategy, allocate responsibilities for risk oversight among the full Board and its committees, evaluate the Company’s risk management processes and whether they are functioning adequately, and engage in regular communications regarding risk trends and developments with management.

The Company operates an ERM program that conforms to the Enterprise Risk—Management Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Under our ERM program, each business unit president is responsible for identifying and reportingcovers the following:

•	Notable business and compliance risks that could affect the business unit’s operating plan and strategic initiatives
•	Assessmentfull range of the likelihood and potential impact of the most significant risks
•	Plans to mitigate the most significant risks

In addition, functional leaders are responsible for identifying and reporting notable business and compliance risks related to their areas of responsibility. Senior management then reviews and prioritizes the business unit and functional area risks, including identifying the most significant risks onto RTX, including legal, compliance, financial, operational, strategic and reputational risks. The Company also maintains robust internal processes and an enterprise-wide basis.

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Tableeffective internal control environment that facilitate the identification and management of Contents

CORPORATE GOVERNANCE  |  THE BOARD’S ROLE IN RISK OVERSIGHT

THE BOARD’S ROLE IN RISK MANAGEMENT

The full Board is responsible for overseeing RTX’s risk management processrisks and structure, whileregular communication with the Audit Committee oversees RTX’s overall policies and practices for ERM. Following the Merger and the changesBoard. This includes reporting to the standing committees ofBoard by the Board, including the establishment of the Special Activities Committee, the Board re-allocated risk oversight responsibilities among the Committees as follows:

In accordance with our ERM program, our CEO, Chief Financial Officer and General Counsel report to the Board at least annually on business unitthe Company’s most significant risks functional risksunder its ERM program and the associated mitigation plans. In addition, managementManagement also regularly reviews significant risks, including trends and developments, with the Board and theits committees, and providesproviding updates on significant risks through annual long-range planning and strategic reviews, regular reviews of annual operating plans, financial performance, market environment updates, and presentations on specific risks. For instance,

Cybersecurity Risk Oversight

Given the nature of our business, management regularly briefs theis highly focused on identifying and managing a broad range of cybersecurity risks. These risks include those relating to RTX internal systems as well as to RTX products, services and programs for customers. Our Special Activities Committee regardinghas primary oversight responsibility for cybersecurity risks, and is regularly briefed by management on cybersecurity risks relating to the Company’s information and operational technology systems, suppliers and partners, as well as our products and services. The full Board also is briefed by management on the Company’s cybersecurity program.

Product Safety Risk Oversight

COMPENSATION RISK AND MITIGATIONManagement fosters a strong safety culture and maintains robust safety programs across our businesses. Product safety is covered by our ERM program, and the Board has also provided direct oversight over product safety incidents and issues. In connection with its consideration of the ERM program and its risk oversight role, the Board recently amended the charter of the Governance Committee to confirm the Committee’s oversight responsibility for Company product safety risks (with the Special Activities Committee assisting on classified product safety). The Company has established processes for regular reviews with the Governance Committee on product safety matters, including incident metrics and managed safety issues, as well as for immediate reporting in the event of certain significant product safety incidents.

Compensation Risk Oversight

The Human Capital & Compensation 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; promote long-term, sustainable value for shareowners; and strike a balance between appropriate levels of financial opportunity and risk.

●	align with the Company’s financial performance;
●	be earned in a manner consistent with RTX’s Code of Conduct;
●	promote long-term, sustainable value for shareowners;
●	provide fair and equitable pay regardless of race and gender; and
●	strike a balance between appropriate levels of financial opportunity and risk.

Through RTX’s ERM framework, the Committee identifies, monitors and mitigates compensation risk in the following ways:

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CORPORATE GOVERNANCE| PUBLIC POLICY ENGAGEMENT

Sound Incentive Plan Design		Our annual and long-term incentive plans utilizeuse complementary performance metrics that are essential indicators of the financial health of our Company. The 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, to the extent it believes the calculated results do not accurately reflect the overall quality of performance for the year. Further, payouts for both annual incentive awards and PSUs are capped at 200% of target.
Emphasis on Long-Term Performance		Long-term incentives 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. These requirements are intended to reduce risk by aligning the economic interests of executives and directors with those of our shareowners. A significant stake in future performance discourages the pursuit of short-term opportunities that can create excessive risk. See page 3835 for more information.

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CORPORATE GOVERNANCE | THE BOARD’S ROLE

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		RTX maintains a comprehensive policy on recoupment of both annual and long-term incentive compensation (see page 6964 for more details). The policy allows RTX to clawback 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.
Post-Employment 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 pages 66-67)page 64).

SUCCESSION PLANNING OVERSIGHT

The Board has primary responsibility for CEO and senior management succession planning and has been particularly focused on senior leadership succession planning in connection with and following the Merger. The Chairman & CEO and the Executive Vice President & Chief Human Resources Officer regularly brief the Board on succession planning for key senior leadership roles, including the CEO role. The Board’s views are incorporated into succession plans, which are updated annually based on this feedback. Succession plans include readiness assessments, biographical information and career development plans.

ESG INITIATIVES AND BOARD OVERSIGHT

As one of the world’s most advanced aerospace and defense systems providers, we are driven to create a safer and more connected world. We are committed to solving society’s toughest challenges by investing in our people, embracing their diverse skills and perspectives to advance sustainable technology, leading in environmental performance and product safety, and building resiliency for our industry, our communities and our planet. We understand that to continue operating at the highest levels of performance, we must create significant value for our people, our investors and our communities. We approach ESG performance through this multi-stakeholder lens.

This commitment starts at the top of our organization with our CEO, who is ultimately responsible for our ESG strategy and performance, and our Board of Directors who oversee our ESG efforts. In 2021, we conducted a comprehensive ESG prioritization assessment. We sought to understand the ESG issues that are most relevant to our stakeholders and our business by engaging with more than 50 internal and external stakeholders representing our employees, our customers, our communities, our investors, our regulators, our industry groups and our businesses. We used this feedback to establish our ESG strategy, which focuses on three critical areas:

	People			Planet			Principles
Bringing together our talented, diverse workforce in an inclusive and innovative environment so that they can achieve their full potential and create a positive impact on society, including the communities where we live and work.			Innovating new technologies and advancing our operations to help our customers, suppliers and communities reach their climate and sustainability goals and positively impact the world around us.			Operating our global business with integrity and a long-term mindset to deliver on our promises by living our values of trust, respect, accountability, collaboration and innovation.

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CORPORATE GOVERNANCE | SHAREOWNER ENGAGEMENT AND RESPONSIVENESS

With the Board’s engagement, we also developed an ESG roadmap with a focus on goal setting and disclosure. In the second quarter of 2022, we will be publishing our first ESG Report. This report will outline the progress we made in 2021 toward our three focus areas, in addition to our future aspirations.

In furtherance of this commitment and to drive accountability across the organization, the Human Capital & Compensation Committee approved the addition of a Corporate Responsibility Scorecard to our Executive Annual Incentive Plan—incentivizing leaders across the Company to strategically work toward our ESG priorities. See pages 48-51 for details.

In addition, given the importance of ESG to our values and strategy and the initiatives underway, during 2021 the Board considered its oversight of ESG, and amended the charters of the Governance Committee and the Human Capital & Compensation Committee to clarify and enhance oversight responsibility for certain ESG topics. The Governance Committee has primary oversight responsibility for several important ESG topics, including sustainability, health and safety and human rights and the Human Capital & Compensation Committee now has oversight for the Company’s human capital function, including employee diversity, equity and inclusion. In addition, the Audit Committee and the Special Activities Committee also regularly review ESG topics for which they have responsibility.

Shareowner Engagement and Responsiveness

The Board and management believe in transparent and open communication with investors. Over the years, these engagements have improved our corporate governance practices, increased shareowner rights, enhanced the Board’s composition, and improved the design and disclosure of our executive compensation program.

We regularly communicate with our investors throughout the year, including through calls, one-on-one and small group meetings, our Investor Day event and other conferences and events. We also engage with our investors in the spring after our Proxy Statement is filed, as well as outside of proxy season, typically in the late summer and fall, when we solicit feedback on our executive compensation program, ESG initiatives, and corporate governance practices.

OUR SHAREOWNER ENGAGEMENT IN 2021

When		Who		Topics		Objectives				Outcome
Summer and fall of 2021		Institutional investors representing 49% of our shares		● ESG vision/strategy formulation ● ESG accomplishments in the last year ● Specific ESG areas, such as energy and greenhouse gas emissions, human rights, DE&I and sustainable technology/innovation		● Enhance investor understanding of our ESG journey, including our areas of focus and our roadmap for increased transparency and accountability				● Incorporated feedback into our ESG roadmap, as well as the content of our first annual RTX ESG Report (scheduled to be published in the second quarter of 2022)
				● Charter supermajority voting provision		● Obtain feedback on charter supermajority voting provision				● Developed a two-step approach to repeal supermajority voting provision and recommended shareowner approval of the first step (see Proposal 4 on pages 90-91)
				● Key elements of 2021 executive compensation program ● Potential enhancements to 2022 program		● Enhance investor understanding of, and obtain feedback on, our executive compensation program				● Provided feedback to Human Capital & Compensation Committee

	In 2021, we engaged with institutional investors holding RTX Common Stock representing over 49% of our shares outstanding on ESG and compensation matters.

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CORPORATE GOVERNANCE | PUBLIC POLICY ENGAGEMENT

PROPOSAL TO MODERNIZE CHARTER

As part of our ongoing efforts to be responsive to shareowner feedback and ensure RTX has sound corporate governance practices, at the 2022 Annual Meeting, we are asking shareowners to approve an amendment to Article Ninth of our Restated Certificate of Incorporation. Article Ninth is the only provision in RTX’s governing documents that requires a shareowner supermajority vote. If that amendment is approved, we would then ask our shareowners to repeal Article Ninth in its entirety at the 2023 Annual Meeting. This two-step approach reflects the Board’s commitment to strong governance and accountability to shareowners and the Governance Committee’s careful consideration of recent shareowner feedback. The Board believes this two-step approach is more likely to result in the ultimate elimination of the supermajority voting provision than prior Company proposals, given historic and anticipated future turnout. To read the full proposal, see pages 90-91.

Public Policy Engagement

RTX’s government relations initiatives are intended to educate and inform officials and the public on a broad range of public policy issues that are important to 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. We also have in place a Government Relations Policy relating to lobbying, political activities and contributions that is intended to promote compliance with all relevant federal, state and/or local laws, as well as our own governance processes and procedures.

The Board reviews and monitorsdirectly or through the Governance Committee provides oversight of the Company’s government relations activities, including activities of the Employees of Raytheon Technologies Corporation Political Action Committee (“RAYPAC”), which was formed through the combination of the employee political action committees of UTC and RTN. RAYPAC is nonpartisan and supports candidates for federal, state and local office and the national political organizations of both major parties—thus giving employees, regardless of their political affiliations, a way to speak with a unified voice on issues important to RTX. RAYPAC considers several criteria before approving a contribution to a candidate, including a determination that the candidate demonstrates a commitment to RTX’s core values of trust, respect, accountability, and collaboration. RAYPAC does not give to candidates who are under Ethics or Department of Justice investigation. RAYPAC operates in accordance with all applicable laws and regulations, and its contributions are reflected in public filings with the Federal Election Commission.

RTX does not contribute to candidates for federal, state and local office or to state and local party committees. We also do not make contributions to initiatives that expressly advocate the election or defeat of a federal, state and local candidate, nor do we provide funding to support or oppose ballot measures.

We publicly disclose our federal lobbying activities and expenditures through reports we file with Congress. RTX’s state lobbying activities are limited and involve issues such as certain business activities, economic development and regulatory matters.

In the ordinary course of business, RTX also contributes to non-profit trade associations that help us stay abreast of technical issues, emerging industry standards, and other trends relevant to our business, and that also engage in public advocacy and education on behalf of their membership.

Additional information on RTX’s public activities, including links to theour Code of Conduct, the Government Relations Policy, PAC filings, lobbying reports and association payments (including the portions, if any, used for lobbying) can be found on our website at www.rtx.com under the heading “Our Company/Corporate Governance/Public Activities.”

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Corporate Responsibility

The merger of RTN and UTC’s aerospace businesses created one of the largest aerospace and defense companies in the world—and a company that believes it has the responsibility to change the world for the better.

From improving the fuel efficiency and safety of commercial airline travel, to building smarter defense systems to counter sophisticated security threats, we owe it to our industry, our customers and all end users of our technology to address these tough challenges.

This responsibility also extends far beyond our business operations. We are committed to dedicating our resources and our talent to help meet the needs of our communities and to build a better future together.

Rarely was that need felt more acutely than in 2020. We’re proud of our efforts to live up to this commitment in the past year, particularly in the following areas:

Responding to the COVID-19 pandemic		Ensuring employee health and safety		Supporting environmental sustainability
Driving diversity, equity and inclusion		Promoting technical education		Supporting veterans and military families

For more information on what we do and how we are shaping the future of aerospace and defense, please visit our website at www.rtx.com/future.

Our Commitment to Ongoing ESG Shareowner Engagement and Transparency Raytheon Technologies continues to benefit from shareowner input as we shape our practices and disclosure related to environmental, social and governance (“ESG”) matters. During the summer and fall of 2020, we communicated about ESG matters with shareowners representing over 35% of the Company’s shares.

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CORPORATE RESPONSIBILITY | RESPONSE TO COVID-19

Response to COVID-19

Faced with unprecedented challenges posed by COVID-19, we responded with speed, commitment and compassion.

PROTECTING EMPLOYEES

	•	We implemented a comprehensive program to create a safe working environment for our thousands of manufacturing, lab and other essential employees who have continued to report to work on-site to ensure that we are able to meet our commitments to customers.
	•	We also developed and provided tools and resources for approximately 100,000 of our employees to safely and effectively work from home, including significant enhancements to our IT infrastructure.

ASSISTING SUPPLIERS AND PARTNERS

We proactively provided assistance to our suppliers and partners, a number of which are small and/or diverse businesses that faced significant challenges from COVID-19; more than 700 applied for CARES Act support during 2020. These businesses are essential to us and their economies and communities. We took a number of significant measures to support them, including flowing through $2.2 billion in accelerated payments.

ADDRESSING COMMUNITY NEEDS

We also sought to support the COVID-19 needs of the communities where we live and work.

We donated more than 1.3 million items of personal protective equipment (“PPE”) to frontline health care workers and first responders globally.		Across more than 50 RTX locations, we produced and distributed 25,000 face shields, which were sent to relief organizations and hospitals.		We collaborated with medical device companies on the rapid development of ventilators, including providing more than 500,000 component parts to ventilator manufacturers.		We manufactured medical scrubs by repurposing tools and materials customarily used to create airplane seats.		We made a $5 million donation to Feeding America and sponsored 15 employee-led events across nine states to pack or distribute 675,000 pounds of food for the organization.

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CORPORATE RESPONSIBILITY | OUR COMMITMENT TO ENVIRONMENT, HEALTH & SAFETY (“EH&S”)

Our Commitment to Environment, Health & Safety (“EH&S”)

Building on our legacy companies’ history of EH&S excellence, we will not be satisfied until our workplace is safe from hazards, our employees are injury-free, and our record in protecting the natural environment is unmatched. We have established an EH&S Management System that organizes, relates and coordinates all elements of our EH&S programs into an efficient mechanism for continual compliance and improvement. This system provides tools for identifying and systematically managing the EH&S impact of our activities, products and services.

SUSTAINABILITY PERFORMANCE AND GOALS

Both UTC and RTN historically took a metrics-based, goals-driven approach to EH&S management, including with respect to environmental sustainability. As a combined company, RTX is continuing this legacy.

FIVE-YEAR ENVIRONMENTAL SUSTAINABILITY HIGHLIGHTS

Taking into account the five-year performance of both legacy companies, including the consolidated company since the Merger, we have achieved significant reductions in our environmental impact.

Since 2015, we have achieved:*
-18% greenhouse gas emissions		-23% water consumption		-22% hazardous waste

*The percentage reductions are adjusted to reflect the Merger, the Spinoffs of Otis and Carrier, and the acquisition of Rockwell Collins.

2025 ENVIRONMENTAL SUSTAINABILITY GOALS

Building on our past achievements, we’ve set the following 2025 environmental sustainability goals:**
-10% greenhouse gas emissions		-10% water consumption		-10% waste sent to landfill and incineration		100% water, waste & energy/greenhouse gas best management practices

**Relative to 2019 baseline year.

SUSTAINABILITY ACCOUNTING STANDARDS BOARD (“SASB”) REPORTING

In addition to setting performance goals, we recently engaged in an enterprisewide initiative to begin monitoring, assessing and disclosing our performance against a broader range of sustainability reporting elements for the aerospace and defense industry established by the SASB. We believe this initiative promotes greater transparency and accountability in areas that are important to us, our shareowners and other stakeholders. To review our disclosure on our 2020 sustainability performance, please visit our website at www.rtx.com/sustainability.

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CORPORATE RESPONSIBILITY  |  DIVERSITY, EQUITY & INCLUSION (“DE&I”)

Diversity, Equity & Inclusion (“DE&I”)

Both UTC and RTN had long-standing commitments to advance diversity by recognizing the value in unique viewpoints, experiences and backgrounds. Both championed inclusion by bringing in different voices to foster joint learning and inspire action. As a unified company, we are now building upon this rich legacy by having a dedicated DE&I department spearheaded by a Chief Diversity Officer that reports directly to the CEO. By elevating DE&I, we are committed to addressing equity as a business and social imperative.

We believe that by embracing DE&I, we fuel opportunities for our employees, customers, suppliers and communities. When we bring together people of different backgrounds and experiences, we benefit from broad perspectives, creative problem-solving and better decision-making. When our employees feel included, respected and empowered, they turn their passion and creativity into innovation, which helps us push the limits of known science and redefine how we connect and protect our world.

LONG-TERM DE&I PLANNING

Our multi-year action plan is aimed at creating meaningful and measurable progress to advance DE&I across the Company and beyond. Our long-term plan is built on four key Pillars for Action:

PUBLIC POLICY		COMMUNITY ENGAGEMENT
We are seeking to advance initiatives in the areas of education, social justice reform and economic policy to support equality in the communities where we live and work. In 2020, we expanded our support for the Faith & Politics Institute and established fellowships with the Congressional Black Caucus Foundation.		We are making a lasting impact in our communities through employee giving and volunteerism. We have committed $25 million over five years to non-profits that address education and food insecurity in racially and ethnically marginalized communities. We also created a fund to support racial justice with a two-for-one employee match for donations to the NAACP Legal Defense and Education Fund, the National Urban League and the Equal Justice Initiative.
WORKFORCE DIVERSITY		SUPPLIER DIVERSITY
To achieve a more diverse workforce, we are committing resources to the effort and instituting deeper talent inclusion initiatives. We are dedicated to achieving gender parity in leadership roles by 2030 through our commitment to the Paradigm for Parity coalition. Our strategies and initiatives in this area include advocacy and sponsorship of high-performing women to support career advancement. We also support inclusive leadership and conscious inclusion training for managers and employees. Our investments in the Simmons University Institute for Inclusive Leadership, the Executive Leadership Council and the Hispanic Association on Corporate Responsibility reflect the importance we place on development and peer support for career advancement.		We are committed to addressing economic equality by increasing strategic investments with small and diverse- owned businesses in our supply chain, and with financial institutions. We were recognized by the National Veteran Small Business Coalition, the Women’s Business Enterprise Hall of Fame, and the Greater New England Minority Supplier Development Council for our advocacy and support for small and diverse businesses. In addition, we are launching a mentoring and development initiative to help some small and diverse companies increase the amount of business they do with us. We supported more than 100 U.S. Small Business Innovation Research pursuits, enabling small businesses to explore their technological potential. We also earned, alongside Kord Technologies, a Nunn-Perry Award from the U.S. Department of Defense (“DoD”) recognizing excellence in the DoD Mentor-Protégé Program.

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CORPORATE RESPONSIBILITY  |  COMMUNITY INITIATIVES

RECOGNITION FOR DIVERSITY, EQUITY & INCLUSION IN 2020

Among the best places to work for LGBTQ+ equality		Among the best places to work for executive women
We received a 100% rating from the Human Rights Campaign’s Corporate Equity Index.		We were included among Working Mother’stop companies for executive women, a list that captures women’s progress in moving into leadership roles.
Among the best places to work for Hispanic employees		Among the best places to work for disability inclusion
The Hispanic Association on Corporate Responsibility Corporate Inclusion Indexgave RTX five stars in the categories of governance and employment.		Both legacy RTN and UTC were recognized by the Disability Equity Index (“DEI”), a joint initiative between Disability: IN and the American Association of People with Disabilities, as a 2020 DEI Best Place to Work for Disability Inclusion.
Among the most inclusive places to work in America
OMNIKAL,one of the nation’s largest inclusive business organizations, ranked us seventh on its Omni50 list of most inclusive corporations in America.

Community Initiatives

PROMOTING STEM EDUCATION

We are deeply invested in building the next generation of engineers and scientists, especially in traditionally underserved communities. To support this effort, we have forged partnerships with many organizations dedicated to advancing science, technology, engineering and math (“STEM”) education. In 2020, we were the presenting sponsor of the Invention Convention, an annual event in which students from kindergarten through the 12^th grade design, build and present prototypes to solve problems they have encountered in their own lives. We also helped conduct a two-week virtual summer camp with Girls Who Code, an international organization that seeks to build a pipeline of women in technology roles with the goal of closing the gender gap in entry-level technology jobs by 2027. In addition, we continued both legacy companies’ support of FIRST Robotics through team grants, employee mentors and scholarships, and remained the presenting sponsor of the FIRST Tech Challenge program.

In 2020, we also announced a multi-million dollar national partnership with NAF (formerly National Academy Foundation) to expand NAF Academies of Engineering to under-resourced public high schools in communities across the U.S. and Puerto Rico. We also made a major investment in establishing the Alabama School of Cyber Technology & Engineering while continuing to serve as presenting sponsor of the National Collegiate Cyber Defense Competition.

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CORPORATE RESPONSIBILITY  |  EMPLOYEE SCHOLAR PROGRAM

SUPPORTING VETERANS AND MILITARY FAMILIES

We invest in organizations serving veterans and military families. For example, in partnership with Boys and Girls Club of America (“BGCA”), we helped establish Centers of Innovation at BGCA-affiliated youth centers on U.S. military installations that serve military families. In addition, we have a scholarship program for student veterans, designed to help returning soldiers achieve educational goals that lead to success in their civilian life. We continued our commitment as a Department of Defense Military Spouse Employment Partner to recruit, hire and retain military spouses. We also continued our partnership with Home Base, an organization dedicated to healing the invisible wounds of veterans, service members, military families and families of the fallen.

ENGINEERS WITHOUT BORDERS PARTNERSHIP

We have a growing partnership with Engineers Without Borders (“EWB”). RTX volunteers from multiple states established 10 professional EWB-USA Chapters, bringing their knowledge and expertise to help build more resilient communities through sustainable infrastructure projects in the United States and abroad. These projects include everything from designing a deep-water well in Canton Oram, Guatemala, to a commitment to design and install a workspace shelter for GrowGood in the Los Angeles area.

Employee Scholar Program

We support a culture of life-long learning and encourage our employees to expand their knowledge and capabilities to maintain their competitive edge in an ever-changing world. Our goal is to maintain a highly educated workforce capable of the innovation required at our technology-driven company.

Legacy UTC’s Employee Scholar Program had been in place for more than 20 years, and has helped our employees earn more than 42,000 degrees. In 2020, we announced that, starting in 2021, we will expand this program to all RTX employees and enhance some of its benefits.

42,000+			$1.4+ billion			5,300+			14
degrees earned since 1996	‘		invested since 1996			employees participated in 2020			countries with participating employees in 2020

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Table of Contents

Compensation of Directors

Pay Structure

ANNUAL RETAINER

Under the terms of the Raytheon Technologies 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, alsohowever, may elect to receive 100% of the director’s annual retainer in DSUs. The annual retainer paid to non-employee directors for the April 20202021 to April 20212022 Board cycle is dependent upon the role each director holds, as follows:

Role		Cash ($)		Deferred Stock Units ($)		Total ($)
All Directors (base retainer)		$124,000		$186,000		$310,000
Additional Compensation for Services as*:
Lead Director		$32,000		$48,000		$80,000
Audit Committee Chair		$16,000		$24,000		$40,000
Audit Committee Member		$12,000		$18,000		$30,000
Compensation Committee Chair		$10,000		$15,000		$25,000
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

*Directors serving in multiple leadership roles receive incremental compensation for each role.

Role		Cash ($)		Deferred Stock Units ($)		Total Annual Retainer ($)
All Directors (base retainer)		$124,000		$186,000		$310,000
Additional Compensation for Services as*:
Lead Director		$32,000		$48,000		$80,000
Audit Committee Chair		$16,000		$24,000		$40,000
Audit Committee Member		$12,000		$18,000		$30,000
Human Capital & Compensation Committee Chair		$10,000		$15,000		$25,000
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

*	Directors serving in multiple leadership roles receive incremental compensation for each role.

Annual retainers are paid each year following the Annual Meeting. New directors joining the Board between the Annual Meeting and the end of September receive 100% of the annual retainer. DirectorsNon-employee directors joining the Board between the beginning of October and the next Annual Meeting receive 50% of the annual retainer. DSUs are 100% vested at the time of grant, but distribution does not occur until after a non-employee director leavesretires from the Board (see “Plan Distributions” on page 37)34).

DirectorsNon-employee directors do not receive additional compensation for attending regularly scheduled Board or committee meetings, but they do receiveother than special meeting fees. In 2021, directors received an additional $5,000 cash payment for attending anyeach in-person, telephonic or video special unscheduledmeeting to which they were invited. In 2021, payments were made for one special Board meeting, two special Finance Committee meetings, one special Governance Committee meeting and five special Audit Committee meetings.

Starting in 2022, directors will instead receive $3,000 for special, in-person meetings. The special meeting fee will apply only to a formal Board or committee meeting that was not on the Board’s annual calendar, and does not take place during a regularly scheduled Board meeting.

DEFERRED RESTRICTED STOCK UNITS

Directors appointed to the Board before October 2019 received a one-time deferred RSU award. This award vests in equal portions over five years but is not distributed until a director separatesretires from the Board. Non-employee directors appointed after October 2019 did not receive the deferred RSU award upon joining the Board.

DIVIDEND TREATMENT

When RTX pays a dividend on 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.

COVID-19 IMPACT ON DIRECTOR COMPENSATION

The COVID-19 pandemic had a substantial impact on our industry, our Company and our employees during 2020. As a result, the Committee on Governance and Public Policy instituted a reduction to non-employee director compensation equal to 20% of the annual base cash retainer (i.e., $24,800). This adjustment was proportionately applied to each director’s base cash retainer and base annual DSU award. If a director elected to receive DSUs in lieu of the director’s cash retainer, the value of DSUs awarded was reduced by this same amount.

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COMPENSATION OF DIRECTORS | 20202021 DIRECTOR COMPENSATION

CONVERSION OF CERTAIN RSUs AND DSUs IN 2020

Upon the Spinoffs of Carrier and Otis, vested DSUs and deferred RSUs held by the legacy UTC directors (i.e., Mr. Austin, Mr. Larsen, Ms. O’Sullivan, Ms. Ramos, Mr. Reynolds, and Mr. Rogers) were adjusted and converted into vested DSUs and deferred RSUs of all three companies—RTX, Carrier and Otis. Any unvested deferred RSUs at the time of the Spinoffs were instead converted entirely into unvested RTX deferred RSUs.

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,Stock. For our legacy UTC directors, upon the 2020 spinoff of Carrier and Otis, vested DSUs and deferred RSUs originally based in UTC stock were converted into vested DSUs and deferred RSUs in the stock of RTX, Carrier and Otis. For these directors, when they retire from the RTX Board, the Carrier and Otis DSUs and deferred RSUs (if any) arewill be distributed in cash. DistributionsDirectors can elect to receive distributions in either be in a lump-sum or in 10- or 15-year installments, depending on how a director has elected to receive them.installments.

20202021 Director Compensation

Name(1)(2)		Fees Earned or Paid in Cash ($)(3)		Stock Awards ($)(4)		All Other Compensation ($)(5)		Total ($)
Tracy A. Atkinson		$136,080		$204,120		$25,000		$365,200
Lloyd J. Austin III		$126,080		$189,120		$1,799		$316,999
Marshall O. Larsen		$114,080		$171,120		$1,799		$286,999
George R. Oliver		$114,080		$171,120		$25,000		$310,200
Margaret L. O’Sullivan		$114,080		$171,120		$17,560		$302,760
Dinesh C. Paliwal		$0		$365,200		$0		$365,200
Ellen M. Pawlikowski		$126,080		$189,120		$0		$315,200
Denise L. Ramos		$0		$315,200		$1,799		$316,999
Fredric G. Reynolds		$130,080		$195,120		$16,799		$341,999
Brian C. Rogers		$0		$310,200		$26,799		$336,999
James A. Winnefeld, Jr.		$0		$310,200		$33,750		$343,950
Robert O. Work		$136,080		$204,120		$5,000		$345,200

Name		Fees Earned or Paid in Cash ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
Tracy A. Atkinson		$186,000		$219,000		$26,387		$431,387
Bernard A. Harris, Jr.		$146,000		$204,000		$1,387		$351,387
Marshall O. Larsen		$144,000		$186,000		$1,387		$331,387
George R. Oliver		$139,000		$186,000		$26,387		$351,387
Robert Kelly Ortberg(4)		$139,000		$186,000		$1,387		$326,387
Margaret L. O’Sullivan		$134,000		$186,000		$1,387		$321,387
Dinesh C. Paliwal		$35,000		$390,000		$26,387		$451,387
Ellen M. Pawlikowski		$166,000		$204,000		$11,222		$381,222
Denise L. Ramos		$30,000		$340,000		$1,222		$371,222
Fredric G. Reynolds		$175,000		$210,000		$26,387		$411,387
Brian C. Rogers		$15,000		$335,000		$26,387		$376,387
James A. Winnefeld, Jr.		$15,000		$335,000		$6,387		$356,387
Robert O. Work		$35,000		$365,000		$11,387		$411,387

(1)	Mr. Kennedy received $5,977,640 in total compensation for his service as Executive Chair (and an executive officer) of the Company for the period between the Merger date (April 3, 2020) and December 31, 2020. This total compensation includes his base salary, annual incentive award, change in pension value and all other compensation, calculated in accordance with the rules applicable to the Summary Compensation Table. However, Mr. Kennedy was not a Named Executive Officer ("NEO") in 2020 because under SEC rules, the change in pension value is excluded from compensation for the purposes of determining NEOs. As detailed on page 4, in connection with the COVID-19 pandemic, the Company instituted a 10% salary reduction for Corporate, Pratt & Whitney and Collins Aerospace employees for the period between June and December. At Mr. Kennedy’s request, the Committee reduced his base salary for the same period by 20%. He received no additional compensation for his service as an employee director of the Company.
(2)	Former directors Diane Bryant, John Faraci, Jean-Pierre Garnier, Christopher Kearney, Ellen Kullman, and Harold McGraw III each served on the Board prior to the Merger. However, all compensation for 2020 Board service prior to the Merger was paid to directors in April 2019, and as a result, is not included in the table above.
(3)	Reflects the portion of the directors'directors’ annual retainer, as well as special meeting fees, paid in cash. Messrs. Paliwal, Rogers, and Winnefeld, Jr., and Work, and Ms. Ramos elected to receive their annual cash retainer in DSUs, as detailed in footnote (4). Amounts shown include the COVID-19 reduction in pay instituted for non-employee directors for the cash portion of the retainer (if applicable)(2).
(4)(2)	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 21: Stock Based Compensation, to the Consolidated Financial Statements in RTX’s 20202021 Annual Report on Form 10-K. The number of units credited to each director in 20202021 was calculated by dividing the value of the award by $65.07,$81.00, the NYSE closing price per share of RTX Common Stock on April 27, 2020,26, 2021, which was the date of the 20202021 Annual Meeting. Amounts shown include the COVID-19 reduction in pay instituted for non-employee directors for the DSU portion of the retainer. Since DSU awards vest on the grant date, but are not distributed until the director leavesretires from the Board, the only unvested units as of December 31, 2020,2021, are the following unvested portions of the deferred RSU awards received by those directors who joined the Board before October 2019: Mr. Austin III, 275 units; Ms.Dr. O’Sullivan 487 units;(267 units); and Ms. Ramos 731 units.(532 units). The aggregate number of shares underlying awards outstanding for each director can be found in the table on page 38.35.
(5)(3)	Amounts in this column include incidental benefits and matching contributions to eligible non-profit 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 in 20202021 were as follows: Ms. Atkinson, $25,000; Mr. Oliver, $25,000; Mr. Paliwal, $25,000; Ms. O’Sullivan, $16,000;Pawlikowski, $10,000; Mr. Reynolds, $15,000;$25,000; Mr. Rogers, $25,000; Mr. Winnefeld, Jr., $33,750;$5,000 and Mr. Work, $5,000.$10,000.
(4)	Mr. Ortberg served as an executive officer, but not as a named executive officer, between January 1, 2021 and February 28, 2021. For additional details on his compensation earned during 2021 as an executive officer, see the Transactions with Related Persons disclosure on page 100.

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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.

6x6X		5x5X		4x4X		3x3X		2X
base salary for the Presidentour Chairman & CEO		annual base cash retainer for non-employee directors		base salary for theour CFO, COO and business unit presidents		base salary for other ELG members		base salary for other officers*

Shares for the purposes of determining compliance with the RTX Share Ownership Policy are defined as RTX Common Stock held outright (by the executive/director or their spouse), restricted stock units, restricted stock awards, shares or share equivalents held in a Company savings plan or deferred compensation plan. Stock options, stock appreciation rights, and performance share units 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 theirstheir ownership levels within five years of appointment to the ELG. If ownership requirementsOther officers who are not metELG 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 the individual is not permitted to sell RTX shares until achieving the requiredthat ownership level.level is achieved. All directors, and ELG members and other officers currently comply with their respective ownership requirements or are on track to meet them within the five-year period.

*	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 23, 202110, 2022 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 Owner		SARs Exercisable within 60 days(1)		RSUs and RSAs Convertible to Shares within 60 days(2)		DSUs Convertible to Shares within 60 days(3)		Total Shares Beneficially Owned(4)
Each director and nominee for director, including CEO
T. Atkinson		-		-		3,206		15,426
G. Hayes		9,051		-		-		353,807(5)
T. Kennedy		-		-		-		455,735(6)
M. Larsen		-		1,311		19,083		25,826(7)
G. Oliver		-		-		2,688		18,954
R. Ortberg		-		-		-		125,501
M. O’Sullivan		-		531		6,728		7,259
D. Paliwal		-		-		5,736		25,817(7)
E. Pawlikowski		-		-		2,970		6,169
D. Ramos		-		357		8,315		8,672
F. Reynolds		-		1,111		10,140		33,476
B. Rogers		-		1,111		15,779		21,890(7)
J. Winnefeld, Jr.		-		-		4,872		12,372
R. Work		-		-		3,206		8,175
CFO and other NEOs who are not also directors
M. Dumais		8,105		-		-		61,971(7)
C. Gill, Jr.		14,781		-		-		103,972(5)
N. Mitchill, Jr.		453		-		-		15,509
A. O’Brien III		-		-		-		116,436
S. Timm		-		-		-		3,731(5)
All directors, nominees and executive officers as a group (24 in total)(8)								1,612,073

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Name of Beneficial Owner		SARs Exercisable within 60 days(1)		RSUs Convertible to Shares within 60 days(2)		DSUs Convertible to Shares within 60 days(3)		Total Shares Beneficially Owned(4)
Each director and nominee for director, including CEO
T. Atkinson		-		-		6,037		18,257
B. Harris, Jr.		-		-		2,564		2,564
G. Hayes		283,536		-		-		697,351	(5)
M. Larsen		-		1,344		21,888		28,664	(6)
G. Oliver		-		-		5,091		21,357
R. Ortberg		69,919		-		2,338		216,299
M. O’Sullivan		-		1,043		9,231		10,274
D. Paliwal		-		-		10,779		31,355	(6)
E. Pawlikowski		-		-		5,607		8,806
D. Ramos		-		1,115		12,793		13,908
F. Reynolds		-		1,138		13,028		36,391
B. Rogers		-		1,138		20,376		26,514	(6)
J. Winnefeld, Jr.		-		-		9,202		16,702
R. Work		-		-		7,873		12,842

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SHARE OWNERSHIP | CERTAIN BENEFICIAL OWNERS

Name of Beneficial Owner		SARs Exercisable within 60 days(1)		RSUs Convertible to Shares within 60 days(2)		DSUs Convertible to Shares within 60 days(3)		Total Shares Beneficially Owned(4)
CFO and other NEOs who are not also directors
N. Mitchill, Jr.		21,288		-		-		51,881
M. Dumais		73,634		-		-		147,894	(6)
S. Timm		1,830		-		-		8,417
C. Calio		26,498		-		-		71,437
T. Kennedy		-		55,175		-		296,472	(7)
A. O’Brien III		-		-		-		14,181
All directors, nominees and executive officers as a group (24 in total)(8)								1,665,619

(1)	The SARs in the table reflect the netNet number of shares of RTX Common Stock that would be issued to the executive officers if their vested SARs were exercised within 60 days of February 23, 2021.10, 2022. 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 $73.99$95.06 per share, which was the NYSE closing price of RTX Common Stock on February 23, 2021.10, 2022.
(2)	The non-employeeNon-employee director deferred RSUs vest in equal portions over five years and are distributed in shares of RTX Common Stock when the director leavesretires from the Board. The table reflects the vested portion of the RSUs, which are the number of shares in which the director andor nominee has the right to acquire beneficial ownership at any time within 60 days of February 23, 2021,10, 2022, following the director’s separationretirement from the Board.
(3)	Previously accrued portion of the non-employee director'sdirector’s annual retainer earned in DSUs, which are vested on the grant date but are not converted into RTX Common Stock and distributed until termination of service.retirement. The table reflects the number of shares in which the director andor nominee has the right to acquire beneficial ownership at any time within 60 days of February 23, 2021,10, 2022, following the director’s separationretirement from the Board.
(4)	Reflects holdings by directors and officers of all shares beneficially owned (including unvested shares of restricted stock) and awards convertible to shares within 60 days of February 23, 2021. Does not include stock units credited to the executive officer under the UTC Savings Restoration Plan (“SRP”) that are converted into shares of RTX Common Stock following retirement or separation of employment as the officer does not have the right to acquire beneficial ownership of the shares underlying such units within 60 days of February 23, 2021. As of February 23, 2021, officers held the following stock units in their SRP accounts: G. Hayes (19,208 units); M. Dumais (6,715 units); N. Mitchill, Jr. (1,945 units); and R. Ortberg (1,613 units).10, 2022.
(5)	Includes shares for which a spouse holds sole voting and investment power: G. Hayes (2,244 shares); S. Timm (385 shares); and C. Gill (1,545(3,579 shares).
(6)	Includes 33,511shares for which voting and investment power is jointly held by the director or NEO: M. Larsen (5,432 shares); D. Paliwal (20,576 shares); B. Rogers (5,000 shares); and M. Dumais (7,301 shares).
(7)	Includes 55,175 shares vesting in the next 60 days pursuant to restricted stock unit awards granted under the legacy RTN 2019 and 2010 Stock Plans to retirement-eligible employees who have attained the age of 60 with at least ten years of service with the Company (and from which shares will be withheld to satisfy taxes upon vesting).
(7)	Includes shares for which voting and investment power is jointly held by the director or NEO: M. Larsen (5,432 shares); D. Paliwal (20,801 shares); B. Rogers (5,000 shares); and M. Dumais (7,301 shares).
(8)	Holdings, as of February 23, 2021,10, 2022, of the directors and executive officers who are listed in the Company’s 20202021 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, 2020.2021.

Name and Address		Shares		Percent of Class
The Vanguard Group(1) 100 Vanguard Boulevard Malvern, PA 19355		127,888,312		8.4%
State Street Corporation(2) State Street Financial Center One Lincoln Street Boston, MA 02111		120,418,446		7.9%
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055		99,675,695		6.6%

Name and Address		Shares		Percent of Class
State Street Corporation(1) State Street Financial Center One Lincoln Street Boston, MA 02111		137,843,993		9.2%
The Vanguard Group(2) 100 Vanguard Boulevard Malvern, PA 19355		118,463,846		7.9%
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055		98,553,635		6.6%

(1)	The Vanguard GroupState Street Corporation reported in ana joint SEC filing that, as of December 31, 2020,2021, it beneficially owned in the aggregate 137,843,993 shares of RTX Common Stock, and held sole voting power with respect to zero shares of RTX Common Stock, shared voting power with respect to 2,334,094 shares of RTX Common Stock, sole dispositive power with respect to 121,452,716 shares of RTX Common Stock and shared dispositive power with respect to 6,435,596 shares of RTX Common Stock.
(2)	State Street Corporation reported in an SEC filing that, as of December 31, 2020, it held sole voting power with respect to zero shares of RTX Common Stock, shared voting power with respect to 114,540,764112,740,725 shares of RTX Common Stock, sole dispositive power with respect to zero shares of RTX Common Stock and shared dispositive power with respect to 120,401,724137,832,336 shares of RTX Common Stock. In the same joint SEC filing, State Street Global Advisors Trust Company, a subsidiary of State Street Corporation, reported that, as of December 31, 2021, it beneficially owned 115,081,711 shares of RTX Common Stock and held sole voting power with respect to zero shares of RTX Common Stock, shared voting power with respect to 32,567,397 shares of RTX Common Stock, sole dispositive power with respect to zero shares of RTX Common Stock and shared dispositive power with respect to 115,077,631 shares of RTX Common Stock.
(2)	The Vanguard Group reported in an SEC filing that, as of December 31, 2021, it held sole voting power with respect to zero shares of RTX Common Stock, shared voting power with respect to 2,215,637 shares of RTX Common Stock, sole dispositive power with respect to 112,556,517 shares of RTX Common Stock and shared dispositive power with respect to 5,907,329 shares of RTX Common Stock.
(3)	BlackRock, Inc. reported in an SEC filing that, as of December 31, 2020,2021, it held sole power to vote or to direct the vote of 89,389,70388,718,435 shares of RTX Common Stock and sole power to dispose or direct the disposition of 99,675,69598,553,635 shares of RTX Common Stock.

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Proposal 2: Advisory Vote to Approve Executive Compensation

What am I voting on?	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 Analysison pages 42-69,39-64, along with the compensation tableson pages 71-90.66-84.

How Is Shareowner Feedback Considered?

is shareowner feedback considered?

RTX values and considers shareowner opinionsviews 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’sprogram – our Guiding Principles (described— which are described on page 43 of this Proxy Statement).Statement. Each year we engage with investors to solicit their views on our executive compensation and theprograms. The Human Capital & Compensation Committee (the “Committee”) uses this feedback in its evaluation and managementoversight of our program. Shareowner feedback also is reflected in our ongoing effort to make the compensation information in our proxy statements clearer and more transparent.

Why should I vote for this proposal?

Why Should I Vote for This Proposal?

While the extraordinary events of 2020 (the Spinoffs, Merger and the COVID-19 pandemic) have temporarily impacted the design of our 2020 executive compensation programs, the RTX CompensationThe Committee remainsis 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.

In its ongoing effortsAs the Committee continues to work to fully integrate ourthe executive compensation programs over the next few years, the Committee’sprogram of our legacy companies, its primary goal is to design a program that rewards financial and operating performance, and effective strategic leadership, which are theand advances our commitment to corporate social responsibility—all key elements in building sustainable shareowner value.

The post-Merger design decisions already made byTo reinforce these objectives, the RTX Compensation Committee (summarized on page 6) utilizehas selected performance metrics for our incentive programs that align with shareowner interests by correlating the timing and amount of actual payouts to our short-, medium- and long-term performance. Further,

In addition, compensation opportunities under these programs have beenare structured to:

•●	reward the appropriate balance of financial, strategic and operational business results;
•●	align executives’ pay with Company performance and the shareowner experience;
•●	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, regardless of race or gender; and
•●	require ethical and responsible conduct in pursuit of these goals.

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PROPOSAL 2: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | WHY SHOULD I VOTE FOR THIS PROPOSAL?

Accordingly, the Board recommends that shareowners vote FORthe following resolution:

“RESOLVED, that the compensation of RTX’s NEOs, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables and related information provided in this Proxy Statement, is hereby APPROVED on an advisory basis.”

As a matter of law, the approval or disapproval of this Proposal 2 may not be construed as overruling any decision by RTX or the Board, or as imposing any duty or obligation on RTX, the Board or any individual director.

The Board of Directors unanimously recommends a vote FORthis proposal.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Discussion and Analysis

What’s in this section?	In this section, we discuss our compensation philosophyand explain how our executive compensation program is structured to advance our fundamental objective of aligning our executives’ compensation with the long-term interests of RTX shareowners. We also explain how the Human Capital & Compensation Committee of the Board (the “Committee”) determined compensation for our NEOs listed below, as well as the Committee’s rationale for specific 20202021 pay decisions. How the Merger affects this section: From a legal perspective, legacy UTC is the parent company of RTN following the Merger. As a result, this section discusses decisions made by the UTC Compensation Committee prior to the Merger and the RTX Compensation Committee after the Merger.*

Executive Summary	40
Shareowner Engagement on Compensation	40
2021 Performance Overview	41
How We Align Pay and Performance	43
How We Make Pay Decisions and Assess Our Programs	45
Roles and Responsibilities	45
2021 Independent Consultant Engagement	46
Our Compensation Peer Group and Use of Market Data	46
20202021 Principal Elements of Compensation	4847
Base Salary	47
Annual Incentive Awards	47
Long-Term Incentive (“LTI”) Awards	51
20202021 CEO Pay Decisions	5654
20202021 Pay Decisions for Other NEOs	5956
Other Compensation Elements	6460
Retirement and Deferred Compensation Benefits	60
Perquisites and Other Benefits	61
Severance and Change-in-Control Arrangements	62
Other Executive Compensation Policies and Practices	6864
Post-Employment Restrictive Covenants	64
Clawback Policy	64
Prohibition on Certain Transactions Involving RTX Stock	64
Employment Agreements	64
Tax Deductibility of Incentive Compensation	64

20202021 NAMED EXECUTIVE OFFICERS (NEOs)
	Current Officers
	Gregory J. Hayes(1) PresidentChairman & CEO Chief Executive Officer
	Anthony F. O’Brien III(2)Neil G. Mitchill, Jr. Executive Vice President &  Chief Financial Officer
	Robert K. Ortberg(1) Special Advisor to the Office of the CEO Michael R. Dumais(1) Executive Vice President, Chief Transformation Officer
	Christopher T. Calio Chief Operating Officer
	Stephen J. Timm(1) President, Collins Aerospace Neil G. Mitchill, Jr.(1) (3) Corporate Vice President, Financial Planning & Analysis & Investor Relations Charles D. Gill, Jr.(1)
	Former Officers
	Thomas A. Kennedy
	Former Executive Chairman
	Anthony F. O’Brien III
	Former Executive Vice President & General Counsel (1) Legacy UTC executive (2) Legacy RTN executive (3) Mr. Mitchill served as Acting Chief Financial Officer of UTC prior to the Merger

*

Decisions made by legacy RTN’s compensation committee prior to the Merger are discussed only to the extent they affected our one legacy RTN NEO, Mr. O’Brien. Also, in accordance with SEC rules, the Compensation Tables on pages 71-90 reflect amounts earned, accrued or granted to Mr. O’Brien only for the period between April 3, 2020 (the Merger date) and December 31, 2020 (as opposed to full-year 2020 compensation for the other NEOs).

42RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT39

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Table of Contents

COMPENSATION DISCUSSION AND ANALYSIS |  EXECUTIVE SUMMARY

Executive Summary

InvestorShareowner Engagement

SHAREOWNER OUTREACH on Compensation We actively seek and highly value feedback from our shareowners and their advisors. The Committee annually considers this feedback as part of its ongoing assessment of our program’s effectiveness. RESPONSE TO OUR 2020 SAY-ON-PAY VOTE Our 2021 Say-On-Pay Vote Each year, we consider the results of our advisory vote on executive compensation (“say-on-pay”) from the prior year. In 2020, At our 2021 Annual Meeting of Shareowners, approximately 94%92% of the votes cast were in favor of the Committee’s 20192020 executive compensation decisions. We interpreted this as an endorsement of our compensation program’s design and direction. 2020 SHAREOWNER FEEDBACK Over the past year, shareowners have expressed support for the changes made to our executive compensation program in light of our portfolio transformation and the COVID-19 pandemic. These changes are discussed in the Proxy Summary on page 6. For more information on our shareowner engagement, see pages 21-22. Our Executive Compensation Philosophy The Committee believes that there must be a meaningful link between the compensation paid to our executives and our goal of long-term, sustainable growth for our shareowners. This core philosophy is embedded in the following principles that guide all aspects of our compensation program: GUIDING PRINCIPLES FOR EXECUTIVE COMPENSATION Competitiveness   Long-Term Focus OTHER IMPORTANT FEEDBACK       Balance Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing RTX’s performance. Each element should be benchmarked relative to peers.   For our most senior executives, long-term, stock-based compensation opportunities should significantly outweigh short-term, cash-based opportunities. Annual objectives should complement sustainable, long-term performance. The portion of total compensation contingent on performance should increase with an executive’s level of responsibility. Annual and long-term incentive opportunities should reward the appropriate balance of short-, medium- and long-term financial, strategic and operational business results.           Pay-for-PerformanceCorporate responsibility metrics   Changes related to the Merger ● In response to investor feedback over the past few years, we have incorporated a Corporate Responsibility Scorecard (“CRS”) into our Executive Annual Incentive Plan for 2021, to drive management focus and ensure accountability on the Company’s long-term diversity, equity and inclusion, environmental sustainability and safety objectives.   Shareowner Alignment● During 2021, shareowners have expressed support for the changes made to our executive compensation program in connection with the integration of our legacy companies. A substantial portion● Shareowners have given us positive feedback on the design of compensation should be variable, contingent and directly linked to Company, business unit and individual performance.the scorecard. For additional details on the design of the scorecard, see pages 48-51.   A complete commitment to ethical and corporate responsibility is fundamental to our compensation program. Compensation should take into account each executive’s responsibility to act at all times in accordance with our Code of Conduct and our environmental, health and safety objectives. Financial, strategic and operational performance must not compromise these values.   The financial interests of executives should be aligned with the long-term interests of our shareowners through stock-based compensation and performance metrics that correlate with long-term shareowner value. For more information on our shareowner engagement, see pages 31-32. 40    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT43 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY 20202021 Performance Overview Our 2021 performance demonstrated the strength, balance and resiliency of our portfolio, the breadth of our advanced technologies, the talents and dedication of our workforce, and our commitment to changing the world for the better. 2020 was an extraordinary and transformational year for our Company. On April 3, 2020, we completed the separation of Carrier and Otis into two separate publicly traded companies (the “Spinoffs”) and the historic combination of Raytheon Company (“RTN”) and United Technologies Corporation’s (“UTC”) aerospace businesses to form Raytheon Technologies (“RTX”) (the “Merger”). We believe the strategic and financial benefits of the Spinoffs and Merger collectively have createdThough 2021 presented a diversified and balanced, platform-agnostic, aerospace and defense company that is resilient to business cycles and will continue to produce significant value for our shareowners. This resilience was front and center in 2020, with the Spinoffs and Merger occurring against the backdrop ofchallenging operating environment resulting from the COVID-19 pandemic, which has caused unprecedented economic uncertainty in the aerospace industry and the world. This challenge was met with a call to action by our senior leadership teamglobal supply chain pressures and our approximately 181,000 employees worldwide. Though the pandemic has resulted in a substantial decrease in air travel that reduced demand for our commercial aerospace productsongoing post-Merger integration, we met these challenges head-on and services, our commercial businesses focusedcapitalized on adaptability and sought ways to reduce structural cost. Meanwhile, our defense business generated strong earnings, free cash flow and bookings, finishing 2020 with a backlog of $67.3 billion. Further, to ensure we maintain our position of financial strength and market leadership and emerge from this crisis stronger and more agile, we took the difficult but necessary steps to reduce costs by over $2 billion and conserve $4.7 billion in cash. We expect our continued focus on our customers, our commitment to innovation, our deployment of sustainable cost reduction programs, and our robust backlog to drive long-term earnings and cash flow well beyond the recovery of the commercial aerospace industry.industry and the continued strength of our defense businesses. 2020 FINANCIAL AND STRATEGIC HIGHLIGHTS(1) In 2020, we performed well in light ofWe ended the challenges posed byyear exceeding both the COVID-19 pandemic and its direct impact on our business and operations. Sales, dilutedadjusted earnings per share (“EPS”) and free cash flow goals we communicated to our investors in January 2021, which importantly resulted from earnings growth across all exceededof our operating plan established followingbusinesses. Our solid 2021 financial performance was driven by the increase in our deliveries of commercial engines, robust aftermarket sales growth of 9% at our commercial businesses and continued growth at our defense businesses driven by the breadth of our technologies and our successful execution on key programs. We delivered TSR of 23.3% in 2021, outpacing our Core A&D Peers. We also continued our 85-year tradition of paying a dividend to shareowners, and returned $5.3 billion to investors through a combination of dividends and share repurchases. We achieved a total of $760 million in gross Merger cost synergies in 2021, and $1 billion since completing the Merger. We made substantial progress towardsalso increased our goal of $1 billion of annual gross run-rate cost synergies within four years of the Merger from $1 billion to $1.5 billion and remainare on track to achieve our $600 million synergy goal for the Rockwell Collins acquisition, with $470 million total synergies captured since the November 2018 transaction. exceed that goal. We remained laser-focusedended the year with our commercial aerospace backlog growing by 12% to $93 billon and remain well positioned to deliver on the 2020-2025 organic sales growth, adjusted margin expansion and free cash flow goals that we communicated during our disciplined capital allocation strategy, while also delivering value to our shareowners. In 2020, this strategy included: Investor Day in May 2021. • Maintaining a strong balance sheet and liquidity position.2021 AT A GLANCE   We completed the divestitures of military GPS, airborne radio, and space ISR businesses in connection with the Merger, as well as the divestiture of our Forcepoint business, which closed in January 2021, resulting in combined net proceeds of over $3 billion.     •23.3% TSR Investing in key technologies and innovations.7.4% increase outpaced our Core A&D Peers To enable us to deliver a broader range of solutions to our customers, we continued to make strategic investments in both our commercial aerospace and defense businesses. Our 2020 company- and customer-funded research and development expenditures totaled $6.7 billion. We also completed the acquisition of Blue Canyon Technologies, a leading provider of small satellites and spacecraft systems components, a key market for our RI&S business.dividend per share(3)     •$63 billion Maintaining our strong history of paying dividends to shareowners.85th consecutive year defense backlog at year-end We continued our 84-year tradition of paying a dividend to shareowners even $93 billion $1 billion commercial aerospace backlog at year-end in the midsttotal gross Merger cost synergies achieved as of a global pandemic when many other companies reduced or suspended their dividends.year-end 9% $5.3 billion aftermarket sales growth at our commercial businesses returned to investors through dividends and share repurchases (1) Reflects continuing operations for the legacy UTC businesses for full-year 2020 and legacy RTN results from April 3, 2020 (the Merger date) through December 31, 2020. (2) See Appendix A on pages 117-118102-103 for more information regarding non-GAAP financial measures. (3)(2) GAAP cash flow is cash flow from operating activities of continuing operations, while non-GAAP cash flow is free cash flow from continuing operations. (3) In the second quarter of 2021, we increased our quarterly dividend from $0.475 per share to $0.51 per share. 44RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT41 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS |  EXECUTIVE SUMMARY PROGRESS ON KEY PRIORITIES We remained laser-focused on our key priorities during 2021, which included: Continuing our proactive response to the COVID-19 pandemic We are committed to protecting and supporting the health and safety of our employees, suppliers and communities. Our 2021 response included facilitating vaccination clinics where over 28,000 of our global employees were vaccinated, flowing through over $3 billion in accelerated payments to our small and diverse suppliers and partners, and delivering oxygen trucks to the Indian Red Cross Society for use in rural and semi-urban areas. Driving operational excellence and continuous improvement We began implementation of our new CORE operating system, made significant investments in digital technologies, and executed on our structural cost reduction initiatives. Through these steps, we are achieving efficiencies across all of our businesses, transforming the way we provide our products and services to customers, and creating value for our shareowners, customers and other stakeholders. Making strategic investments in technology and innovation In 2021, we invested nearly $9.4 billion in capital expenditures and Company- and customer-funded research and development, demonstrating our commitment to strategic investments in advanced technologies and innovation that will propel earnings growth well into the future. We also announced a strategic collaboration with IBM to establish advanced artificial intelligence, cryptographic and quantum solutions for the aerospace, defense and intelligence industries. Actively managing our business portfolio During the year, we focused on adding strategic capabilities and divesting non-core businesses to ensure our portfolio is focused on strong businesses and market leading franchises. This included: ● The acquisition of FlightAware, which will accelerate Collins Aerospace’s Connected Ecosystem strategy to transform the aftermarket with more connected, data-driven solutions ● The acquisition of SEAKR Engineering to strengthen RI&S’ space-based capabilities and offerings ● The divestiture of RI&S’ Global Training & Services business ● The acquisition of Dutch Thermoplastic Components, which will enhance Collins Aerospace’s ability to provide customers lighter, more cost-efficient, sustainable aircraft structures Enhancing our focus and transparency in ESG We view ESG as integral to our long-term strategy, our business operations, our values and how we engage with our stakeholders. In 2021, we made meaningful progress driving our ESG strategy and enhancing transparency to ensure we are doing everything possible to positively impact these important societal issues. Our 2021 efforts included: ● Increasing ESG transparency by: – Releasing our 2021 Diversity, Equity & Inclusion Report; – Issuing our first sustainability performance disclosure within the framework set by the Sustainability Accounting Standards Board; and – Participating in the Carbon Disclosure Project’s voluntary greenhouse gas disclosure. ● Holding our executives accountable for tangible ESG progress by incorporating a Corporate Responsibility Scorecard into our Executive Annual Incentive Plan. ● Launching ConnectUp, where we have pledged to invest $500 million over 10 years, to advance equitable opportunities in STEM education, career development and community well-being. ● Forming a Global Diversity, Equity & Inclusion Advisory Board, whereby leaders across RTX will come together to support equality of opportunity, inspire action and drive accountability for our DE&I efforts. 42    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | EXECUTIVE SUMMARY How We Align Pay and 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 Committee’s primary goal is to reward and recognize strong financial and operating performance, effective strategic leadership, and advancements in corporate social responsibility, all of which the Committee believes drive long-term, sustainable shareowner value. This pay-for-performance philosophy is embedded into an important set of Guiding Principles that underpin how the Committee has approached the design of our executive compensation program. OUR GUIDING PRINCIPLES Competitive Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing RTX’s performance. Each element should be benchmarked relative to peers. Balance Annual and long-term incentive opportunities should reward the appropriate balance of short-, medium- and long-term financial, strategic and operational business results. Responsibility A complete commitment to ethical and corporate responsibility is fundamental to our compensation program. Compensation should take into account each executive’s responsibility to act at all times in accordance with our Code of Conduct, our environmental, health, safety and corporate social responsibility objectives. Financial, strategic and operational performance must not compromise these values. Long-Term Focus For our most senior executives, long-term, stock-based compensation opportunities should significantly outweigh short-term, cash-based opportunities. Annual objectives should complement sustainable, long-term performance. Pay-for-Performance A substantial portion of compensation should be variable, contingent and directly linked to Company, business unit and individual performance. The portion of total compensation contingent on performance should increase with an executive’s level of responsibility. Shareowner Alignment The financial interests of executives should be aligned with the long-term interests of our shareowners through stock- based compensation and performance metrics that correlate with long-term shareowner value. Fair and Equitable Compensation programs should be designed to deliver fair and equitable pay to executives of comparable experience and performance who perform similar work, regardless of race or gender. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    43 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS |  EXECUTIVE SUMMARY OVERVIEW OF 2021 PAY DECISIONS 2021 Pay Mix Consistent with our Guiding Principles, the largest portion of compensation for our NEOs in 2021 was “at-risk” compensation—annual and long-term incentive awards that are contingent on Company performance relative to our key metrics and stock price performance. See pages 5, 49 and 52 for details on the metrics we use in our compensation program and why they were chosen. (1) Percentages calculated based on 2021 total direct compensation, as shown below. (2) Excludes Mr. Dumais since he did not receive an LTI award in 2022 due to his expected transition into a consulting role later in the year. 2021 Total Direct Compensation In making annual pay decisions, the Committee employs a measure called “total direct compensation,” which includes our three principal elements of executive compensation: base salary, annual and long-term incentives. These elements are discussed in detail on pages 47-53. Total direct compensation reflects how an executive’s pay relates to the Committee’s assessment of Company, business unit and individual performance for the year. For this reason, 2021 total direct compensation includes the LTI grant values approved by the Committee in February 2022 (which were based on its assessment of 2021 performance) rather than the February 2021 LTI award grant date fair values shown in the Summary Compensation Table on page 66 (which were based on the Committee’s assessment of 2020 performance and the accounting value at the time of grant). For more details on total direct compensation, see page 55. The following chart shows the 2021 total direct compensation of our NEOs who were employed by the Company at the end of 2021:         Base Salary ($K)(1)       Annual Incentive ($K)       LTI ($K)(2)       Total Direct Compensation ($K) Gregory J. Hayes   $1,600   $4,992   $15,250   $21,842 Neil G. Mitchill, Jr.   $800   $1,200   $4,000   $6,000 Michael R. Dumais(3)   $880   $1,200   $0   $2,080 Christopher T. Calio   $750   $1,200   $7,000   $8,950 Stephen J. Timm   $750   $1,200   $5,000   $6,950 (1) Reflects the base salary in effect for each NEO as of December 31, 2021. Values above differ from those in the Summary Compensation Table on page 66, since they do not reflect the impact of salary adjustments (if any) made during the year and base salary reductions from furloughs at Pratt & Whitney and Collins Aerospace for Messrs. Calio and Timm, respectively. (2) Reflects values approved by the Committee for the LTI award granted on February 15, 2022. These values differ from the values that will be reported in the Summary Compensation Table in 2023, which will be calculated in accordance with FASB ASC Topic 718, Compensation—Stock Compensation. (3) Mr. Dumais did not receive an LTI award on February 15, 2022, since he will transition into a consulting role later in the year. 44    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | HOW WE MAKE PAY DECISIONS AND ASSESS OUR PROGRAMS How We Make Pay Decisions and Assess Our Programs RoleRoles and Responsibilities Human Capital & Compensation Committee Oversees our programs Compensation Committee Oversees our programs •● Sets financial, strategic and operational goals and objectives for the Company, our business units, and the Chairman & CEO, and Executive Chairman as they relate to the Company’s annual and long-term incentive programs. •● Assesses Company, business unit and NEO performance relative to the pre-established goals and objectives set for the year. • Approves CEO and Executive Chairman pay adjustments based on its assessment of their performance. • Reviews the CEO’s recommendations for pay changes for executive officers and makes adjustments as appropriate. •● Evaluates the competitiveness of executive officers’ compensation.compensation and approves compensation adjustments, as necessary. •● Approves theall executive compensation program design ofchanges, including severance, change-in-control, supplemental benefit arrangements and the Company’s Executive Leadership Group (“ELG”) program, and appoints executives intoto the ELG. • Approves all executive compensation program design changes, including severance, change-in-control and supplemental benefit arrangements. •● Reviews risk assessments as they relate to RTX’s compensation plans, policies and practices. •● Considers shareowner input regarding executive compensation decisions and policies. •● All decisions are subjectReviews the Company’s initiatives relating to review by the other independent directors.its human capital management function. ● Engages the Committee’s independent consultant, including approving the consultant’s compensation, determining the nature and scope of its services, evaluating its performance, terminating the engagement, and hiring a replacement or additional consultant at any time. CEO Provides input to the Committee CEO Provides selective input to the Committee •● Presents the Committee with recommendations for each principal element of compensation for our executive officers, except for himself and the Executive Chairman.himself. •● Considers the performance of each executive officer, his or hertheir business unit and/or function, market benchmarks, internal equity and retention risk when making such recommendations. •● Has no role in the Committee’s determination of his or the Executive Chairman’s compensation or performance evaluation. Independent Consultant Provides an independent perspective and assessment ● Advises the Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, benchmarking data and related matters. ● Management and the Independent Consultant Provide insight and assistance The Executive Vice President & Chief Human Resources Officer, along with RTX’s Human Resources staff and the independent compensation consultant, provide insight on program design and gather compensation market dataReports directly to assist the Committee, participates in meetings as requested and communicates with its decision-making process. Management also has responsibility for executive compensation plan administration for employees who are not executive officers of the Company, a function delegated to it by the Committee. Shareowners Provide feedback on our programs In assessing our programs each year, the Committee reviews the feedback received from shareowners. This feedback, together with other factors, helps the Committee in its decision process and its ongoing assessment of the effectiveness of our program. Chair between meetings, as necessary.   Management Provide insight and assistance The Executive Vice President & Chief Human Resources Officer, along with RTX’s Human Resources staff, provide insight on program design and gather compensation market data to assist the Committee with its decision-making process. Management also has responsibility for executive compensation plan administration for employees who are not officers of the Company, a function delegated to it by the Committee. Shareowners Provide feedback on our programs In assessing our programs each year, the Committee reviews the feedback received from shareowners. Together with other factors, this helps the Committee in its decision-making process and its ongoing assessment of the effectiveness of our program. RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    45 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | HOW WE MAKE PAY DECISIONS AND ASSESS OUR PROGRAMS 2021 Independent Consultant Engagement Independent Compensation Consultant The Committee retained Pearl Meyer & Partners (“Pearl Meyer”) to serve as its executive compensation consultant for the portion of the year prior to the Spinoffs and Merger. Upon the Merger,In early 2021, the Committee again engaged Frederic W. Cook & Co., (“FW Cook”), the consultant for legacy RTN, as the Committee’s independent consultant for the remaining portion of the year. During 2020, these consulting firms advised the Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, benchmarking data and related matters. Prior to engaging each firm,its engagement, the Committee reviewed the firm’s qualifications, independence and any potential conflicts of interest. Neither firm performedFW Cook did not perform other services for or receivedreceive other fees from the Company. TheAs a result, the Committee therefore determined that both Pearl Meyer and FW Cook qualified as an independent consultants. The Committee has the sole authority to modify or approve a consultant’s compensation, determine the nature and scope of its services, evaluate its performance, terminate the engagement, and hire a replacement or additional consultant at any time. The consultant reports directly to the Committee, participates in meetings as requested and communicates with the Committee Chair between meetings as necessary.consultant. During 2020, a Pearl Meyer representative attended one Committee meeting and2021, FW Cook representatives attended foureach of the five Committee meetings. The Committee also obtains market data from other compensation consulting firms for benchmarking and other purposes. Generally, such data is also available to other consulting clients of these firms. No other consulting firm made recommendations to the Committee on RTX’s peer group composition or on the form, amount or design of executive compensation in 2020.2021. However, the Committee does obtain market data from other compensation consulting firms for benchmarking and other purposes. Generally, such data is also available to other consulting clients of these firms. Our Compensation Peer Group and Use of Market Data How We Use Peer Group Data. The Committee believes that to keep our executive compensation program sufficiently competitive, the target value of each principal element of compensation should approximate the market median of the companies RTX views as competitors for senior executive talent. For this reason, we compare our executive compensation program to the programs of companies inwithin our Compensation Peer Group (“CPG”). In addition, we use market data from the aerospace &and defense sector, the Fortune 100 and a broadbroader group of industrial companies to gain insight into general compensation trends and to supplement CPG market data when the Committee finds this necessary or appropriate. The Committee annually evaluates each compensation element relative to the market for each officer’s role and makes adjustments as necessary. However, individual compensation may vary from market median benchmarks based on the Committee’s assessment of other factors that it determines to be relevant, including Company/Company, business unit, function andand/or individual performance, job scope, retention risk, internal pay equity and tenure. How Our Compensation Peer Group is Constructed. The CPG’s composition reflects a mix of industry and non-industry peers. Following the Spinoffs and Merger, the Committee evaluated the CPG and made adjustments it felt were necessary in light of the Company’s transformed business portfolio, which altered the markets in which we compete for talent: Companies Added Companies Removed + L3Harris Technologies – DuPont – Johnson & Johnson + HP – Eaton – Pfizer + Intel – Emerson Electric – Procter & Gamble + UPS – Johnson Controls – Raytheon Company The Committee believes the 20 companies that now make up the CPG provide a relevant comparison based on their similarity to RTX in size, geographic footprint and operational complexity, taking into account factors such as revenue, market capitalization, global scope of operations, manufacturing footprint, research and development activities, and technology and engineering focus. The CPG is used solely for the purpose of benchmarking executive compensation;compensation. As a result, we do not use the relative financial performance of the CPG as a performance metric in our incentive compensation programs. 46RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS  |  HOW WE MAKE PAY DECISIONS AND ASSESS OUR PROGRAMS OUR COMPENSATION PEER GROUP       Aerospace & Defense   Equipment & Machinery   Technology/Communications   Oil & Gas Boeing   3M   AT&T   Chevron General Dynamics   Caterpillar   Cisco     L3Harris Technologies   Deere   HP, Inc.     Lockheed Martin       IBM     Northrop Grumman       Intel             Verizon                             Chemicals   Diversified Industrials   Automotive   Freight & Logistics Dow   General Electric   General Motors   UPS     Honeywell         PEER GROUP DATA*       Net Sales (in billions)   Market Capitalization (in billions)   Employees 25th percentile   $37.6   $57.4   79,875 50th percentile   $57.4   $100.1   99,000 75th percentile   $80.9   $152.6   127,650 RTX   $56.6   $108.7   181,000 RTX Rank (%ile)   47.3%   56.2%   88.9% 46RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT * Peer company data is provided by S&P Capital IQ. Net sales and employee data reflect the most recent publicly available information as of February 19, 2021. Net sales are based on continuing operations, as reported in accordance with U.S. GAAP financial reporting standards. Market capitalization for peer companies is calculated based on publicly available shares outstanding as of December 31, 2020. Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PRINCIPAL ELEMENTS OF COMPENSATION TIMELINE FOR COMPENSATION DECISIONS The Committee followed the process shown below in making 20202021 annual pay decisions for each principal component of compensation included in 20202021 total direct compensation, which includes the 20212022 LTI awards. Total direct compensation for each of our NEOs is shown on page 5. 44. February 2020 June 2020 December 2020 February 2021 1st April 2021* December 2021 February 2022 1st Quarter of 20212022 Approved 20202021 base salary merit adjustments.* Approved 2021 annual incentive performance goals for the pre-Merger portion of 2020.goals. Approved annual incentive performance goals for the post-Merger portion of 2020. 2021 base salary adjustments took effect. Reviewed preliminary 20202021 Company, and business unit and individual NEO performance. Reviewed final 20202021 Company, business unit and individual NEO performance. Approved performance factors and individual payout levelspayouts for 20202021 annual incentive awards. Approved and granted 20212022 LTI awards reflective of 20202021 performance. Payout of 2020 2021 annual incentive awards.awards paid. * However, as a result of the COVID-19 pandemic, for legacy UTC employees (including each of our legacy UTC NEOs), merit increases that would have otherwise been effective in April 2020 were canceled. * Certain NEOs may have received merit increases in late March due to differences in payroll schedules. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    47 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PRINCIPAL ELEMENTS OF COMPENSATION 20202021 Principal Elements of Compensation Impact of Spinoffs, Merger and Pandemic on our 2020 Executive Compensation Programs In April, we spun-off Carrier and Otis into standalone, publicly traded companies; and at the same time, we completed the merger of RTN and UTC’s aerospace businesses. This significant evolution of our business portfolio occurred against the backdrop of the COVID-19 pandemic, which presented unprecedented uncertainty for the economy, our industry, our Company, our customers and our employees. As detailed below, this significant transformation, coupled with the unpredictable and challenging economic environment resulting from COVID-19, substantially impacted the design, target setting and performance results of our executive compensation programs in 2020. We do not consider the changes made to accommodate these extraordinary events to be permanent structural changes to our program or our compensation philosophy. As we move towards a fully integrated Raytheon Technologies, the Committee will ensure our executive compensation program rewards strong financial performance and strategic leadership that drives long-term, sustainable shareowner value. While we expect the integration of our programs to take multiple years, this philosophy has already shaped the design decisions made by the Compensation Committee for 2021 (see “What’s Happening with Annual Incentives for 2021?” and “What’s Happening with Long-Term Incentives for 2021?” on pages 53 and 56, respectively, for additional details). Base Salary To attract and retain talented and qualified executives, we provide competitive base salaries which we targetthat are generally targeted at the peer group market median.median and range above or below based on tenure, experience, sustained performance over time, job scope and responsibilities, retention risk and internal pay equity. Each year, the Committee reviews the CEO’s recommendations for base salary merit adjustments for executiveour officers relative to peer market data for similar roles. The Committee has complete discretion to modify or approve the CEO’s recommendations, and the CEO has no involvementis not involved in the Committee’s determination of his own base salary or that ofsalary. Annual Incentive Awards Annual incentive awards, which are awarded under the Raytheon Technologies Corporation Executive Chairman. Actual salaries may vary from market medians based on factors such as job scope and responsibilities, experience, tenure, individual performance, retention risk and internal pay equity. In connection with the COVID-19 pandemic, merit increases for our legacy UTC employees, including our legacy UTC NEOs, (that would have been effective in April 2020) were canceled. The Company also instituted a 10% salary reduction for our Collins Aerospace, Pratt & Whitney, and Corporate employees (which includes eachAnnual Incentive Plan (“AIP”), are an integral component of our NEOs) forexecutive compensation program. The AIP reinforces corporate, organizational and business unit goals, promotes the period between Juneachievement of these goals, and Decemberenables us to attract, retain and motivate the highest caliber of 2020. At Mr. Hayes’ request, the Committee reduced his base salary for the same period by 20%.executive talent. Annual Incentive Awards HOW ANNUAL INCENTIVE AWARDS ARE DETERMINED The following formula is the basis for determining annual incentive awards for our NEOs.NEOs: RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    47 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PRINCIPAL ELEMENTS OF COMPENSATION However,Though performance relative to pre-established financial goals is the primary basis for determining the financial performance factors, the Committee retains the right to make discretionary adjustments to the overall performance factors if it determines thatsuch financial performance measured by the financial metrics does not accurately reflect the overall quality of performance for the year. Further, the Committee may make discretionary adjustments to reflect its assessment of individual performance. See “Committee’s Use of Discretion” and “Individual Performance Adjustments” on page 51 for additional details. 48RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PRINCIPAL ELEMENTS OF COMPENSATION ANNUAL INCENTIVE TARGETS Each NEO has an annual incentive target that is expressed as a percentage of base salary. Annual incentive targets are based on relevant market data for each NEO’s role and generally are set to approximate the median of the CPG. 2020 ANNUAL INCENTIVE TARGETS Below are the 2020 annual incentive target percentages for each of our NEOs, including any changes that occurred during 2020. Annual incentive targets are pro-rated for the year in the case of mid-year adjustments. NEO   Target % at the beginning of 2020   Target % at the end of 2020   Effective Date of Adjustment Gregory J. Hayes   175%   200%   April 3 Anthony F. O’Brien III   100%   110%   April 3 Robert K. Ortberg   125%   125%   n/a Michael R. Dumais   90%   90%   n/a Stephen J. Timm   80%   100%   February 15 Neil G. Mitchill, Jr.   70%   70%   n/a Messrs. Hayes, O’Brien and Timm had changes to their annual incentive target percentage during 2020 for the following reasons: • As detailed on pages 83-84, the Company entered into an employment agreement with Mr. Hayes that became effective upon the Merger. In accordance with this agreement, his annual incentive target was increased at the time of the Merger to be equivalent to Mr. Kennedy’s pre-Merger target. • Following the Merger, the RTX Compensation Committee increased Mr. O’Brien’s target percentage to better align his target opportunity with the median of the new RTX CPG. • In connection with his appointment as President of Collins Aerospace, Mr. Timm’s annual incentive target percentage was increased to better align with the median of the CPG for his new role. These target percentages are multiplied by each NEOs’ base salary on December 1 to arrive at the annual incentive target in dollars. While the Company reduced base salaries by 10% (and 20% for Mr. Hayes) in connection with COVID-19 (as discussed on the prior page), the Company did not adjust base salaries for the purposes of determining annual incentive target dollar values for 2020. PERFORMANCE FACTORS The Committee establishes annual financial performance goals at threshold, target and maximum levels for each business unit and the Company. Performance relative to these goals determines the performance factors used to fund the annual incentive pool for Corporate employees and for employees of each business unit. Threshold, target and maximum performance levels each have a corresponding funding level percentage, and each metric is measured and funded independently. Performance below the threshold level will result in 0% funding, while performance above the maximum level cannot exceed the maximum funding level. Performance that falls between the threshold, target and maximum levels results in funding between the applicable levels. 2020 Performance Factors Since full-year performance goals would not be measurable or relevant following the Spinoffs and Merger, which were expected to occur following the first quarter (Q1) of the year, the compensation committees of legacy UTC and legacy RTN separately set company performance goals for Q1 for their respective annual incentive programs in early 2020. Performance goals set prior to the Spinoffs and Merger were then measured at the time of the Spinoffs and Merger, and new goals were set for the combined company for the remainder of 2020 by the RTX Compensation Committee. Pre-Merger Performance Factors. Performance results for Q1 2020 were measured relative to the pre-established goals, and pre-Merger performance factors were calculated for each legacy company, as shown in the following two tables. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    49 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PRINCIPAL ELEMENTS OF COMPENSATION PRE-MERGER PERFORMANCE GOALS, RESULTS AND PERFORMANCE FACTORS FOR LEGACY UTC CORPORATE EXECUTIVES Metric(1)   Weight   Threshold (50% funding)   Target (100% funding)   Maximum (200% funding)   Actual Results   Factor   Net Income ($M)     60%     $915     $1,525     $2,135     $1,645     120%   Free Cash Flow ($M)     40%   ($65)     $185     $435     $470     200%                         Pre-Merger UTC Performance Factor     152%   (1) Reflects goals established pre-Merger for UTC Corporate executives. Performance goals, results and factors are based on non-GAAP financial measures. See Appendix B on pages 119-120 for more information. PRE-MERGER PERFORMANCE GOALS, RESULTS AND PERFORMANCE FACTORS FOR LEGACY RTN EXECUTIVES Metric(2)   Weight   Threshold (50% funding)   Target (100% funding)   Maximum (200% funding)   Actual Results   Factor   Bookings ($M)     20%     $4,950     $5,500     $6,600     $8,203     200%   Net Sales ($M)     30%     $6,152     $6,836     $7,520     $7,068     134%   Operating Income ($M)   30%     $567     $630     $757     $819     200%   Free Cash Flow ($M)     20%     ($888)     ($688)     ($313)     ($631)     115%                         Pre-Merger RTN Performance Factor     163%   (2) Reflects goals established pre-Merger for RTN executives. Operating income and free cash flow performance goals, results and factors are based on non-GAAP financial measures. See Appendix B on pages 119-120 for more information. These pre-Merger performance factors were used to fund 25% of the 2020 annual incentive pool for each legacy company’s executives. Post-Merger Performance Factor. Following the Merger, the RTX Compensation Committee established performance goals for the remainder of the year for Corporate, Raytheon Missiles & Defense (“RMD”) and Raytheon Intelligence & Space (“RI&S”). For Pratt & Whitney and Collins Aerospace, full-year targets, established by the UTC Compensation Committee prior to the Merger, were re-established to account for the impact of the COVID-19 pandemic and the various divestitures that occurred in connection with the Merger. The goals were set to align with the post-Merger operating plan for the combined company. Since the Committee considered the significant impact of COVID-19 on the Company when establishing performance goals following the Merger, the Committee reduced the funding levels for Corporate and our commercial aerospace business units. For these businesses, the achievement of target-level performance would result in funding of 75% rather than 100%. Threshold-level funding was also reduced from 50% to 25% and maximum-level funding was reduced from 200% to 125%. The Committee believed these adjustments appropriately balanced the impact of the pandemic and the need to continue leadership’s focus on the successful integration of the two legacy companies. Since the pandemic was not expected to have a significant impact on the operating plans for RMD and RI&S, the post-Merger performance goals and funding levels for those businesses remained unchanged for the remainder of 2020. POST-MERGER PERFORMANCE GOALS, RESULTS AND PERFORMANCE FACTOR FOR RTX CORPORATE EXECUTIVES Metric(3)   Weight   Threshold (25% funding)   Target (75% funding)   Maximum (125% funding)   Actual Results   Factor   Net Income ($M)     40%     $1,395     $1,860     $2,325     $2,467     125%   Free Cash Flow ($M)     60%     $780     $1,280     $3,280     $3,070     120%                         Post-Merger RTX Performance Factor     122%   (3) Reflects goals established post-Merger for RTX Corporate. Earnings and free cash flow goals for each of the business units were established separately. Performance goals, results and factors are based on non-GAAP financial measures. See Appendix B on pages 119-120 for more information. This post-Merger performance factor was used to fund 75% of the 2020 annual incentive pool for RTX Corporate executives. 50RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PRINCIPAL ELEMENTS OF COMPENSATION Committee’s Use of Discretion. Our annual incentive program is designed to closely align individual payouts with performance relative to pre-established financial goals. However, the Committee retains the authority to make upward or downward adjustments to the calculated performance factors if it determines that Company and/or business unit performance measured by these metrics does not accurately reflect the overall quality of performance for the year. Although the achievement of financial performance goals remains the primary basis for determining annual incentive payouts, in the past, the Committee has made both positive and negative adjustments to performance factors.adjustments. Examples of situations that could result in discretionary adjustments include: •● Material, unforeseen circumstances beyond management’s control that affected financial performance results relative to the established goals, including certain non-recurring charges and credits unrelated to operating performance; •● Tax or accounting rule adjustmentschanges that positively or negatively impact performance; and •● Changes to the Company’s capital structure. FULL-YEAR PERFORMANCE FACTORS AND ADJUSTED PAYOUTS For 2020, the Committee used its discretionary authority to reduce the final full-year Corporate calculated performance factors of 129% for legacy UTC and 132% for legacy RTN to a factor of 100% of target. At the time the post-Merger performance goals were set, the unprecedented uncertainty surrounding the impact of COVID-19 on the Company and the broader aerospace industry made setting realistic yet challenging, performance goals extremely difficult. Given these challenges, the Committee believes this reduction was appropriate and effectively balanced the impact of COVID-19 on our Company and shareowners while recognizing the substantial and important work that has been done to ensure the successful execution of the Spinoffs and Merger and continued focus on integration activities. The table below shows how the pre- and post-Merger performance factors were pro-rated to create a full-year performance factor for each legacy company’s Corporate employees. It also shows how the Committee’s discretionary adjustment affected the final Corporate performance factor.     Pre-Merger (25% Weight)(1)   Post-Merger (75% Weight)(1)   Full-Year Results(1)       Unweighted Performance Factor   Weighted Performance Factor   Unweighted Performance Factor   Weighted Performance Factor   Calculated Performance Factor   Final Performance Factor Approved by Committee   Legacy UTC(2)     152%     38%     122%     91%     129%     100%   Legacy RTN(2)     163%     41%     122%     91%     132%     100%   (1) Reflects results for Corporate only; results for each of the business units differ. (2) Rounding has been applied to performance factors above. As discussed in detail on page 57, due to the substantial impact of the COVID-19 pandemic onFurther, our employees, shareowners and the communities in which we live and work, Mr. Hayes requested that the Committee further reduce his award to approximately 81% of target and consider donating the forgone amount ($600,000) to charities impacted by COVID-19. POOL FUNDING AND ALLOCATION Annual incentive funding pools are calculated by first multiplying each eligible executive’s annual incentive target dollar value (base salary x target percentage) by the applicable performance factor (Corporate or a specific business unit) approved by the Committee. These amounts are then aggregated to determine award pools for Corporate and each business unit and are subsequently allocated among eligible executives within each business based on individual performance. INDIVIDUAL PERFORMANCE ADJUSTMENTS Our NEOs begin the year with individual financial, strategic and/or operational objectives. Based on the CEO’s assessment of each NEO’s performance, he may recommend that the Committee make a discretionary adjustmentuse its discretion to increase or decrease the annual incentive award calculated using the performance factor approved by the Committee. The Committee considers these recommendations and makes adjustments it deems appropriate.appropriate, ranging anywhere from -100% to +30% of the approved performance factor. 2021 ANNUAL INCENTIVE TARGETS Each NEO has an annual incentive target that is expressed as a percentage of the NEO’s base salary as in effect on December 1, 2021. Annual incentive targets are based on relevant market data for each NEO’s role and generally are set to approximate the median of our CPG. Below are the 2021 annual incentive target percentages for each of our NEOs who were employed by the Company as of year-end. NEO Annual Incentive Target (as % of base salary) Gregory J. Hayes 200% Neil G. Mitchill, Jr. 110% Michael R. Dumais 90% Christopher T. Calio 100% Stephen J. Timm 100% Annual incentive targets are pro-rated for the year if adjustments are made during the year due to role changes. In connection with Mr. Hayes has noMitchill’s appointment to the role inof Executive Vice President & Chief Financial Officer on April 7, 2021, the Committee’s determination ofCommittee increased his annual incentive award.target percentage from 70% to 110% of base salary, to more closely align his target with the CPG median for his new role. As a result, Mr. Mitchill’s pro-rated annual incentive target for 2021 was 100% of base salary. PERFORMANCE METRICS New Corporate Responsibility Scorecard Since the Merger, we have been engaging in a significant effort to integrate and build upon our legacy companies’ ESG approaches. RTX management and the Board of Directors view ESG as integral to our long-term strategy, our business operations, our values and how we engage with our stakeholders. In line with this continued emphasis on ESG, the Committee incorporated non-financial performance objectives into our Executive Annual Incentive Plan starting in 2021. This was done by adding a Corporate Responsibility Scorecard (“CRS”), which is comprised of two categories—People & Culture and Sustainability & Safety—each weighted at 10%, while our financial metrics—earnings and free cash flow (“FCF”)—are now each weighted at 40%. 48RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT51 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS| 20202021 PRINCIPAL ELEMENTS OF COMPENSATION 2021 Performance Metrics and Weightings ADDITIONAL DETAILS ON PERFORMANCE GOALS AND RESULTS SET POST-MERGERThe charts below show the 2021 performance metrics and weightings for our Corporate and business unit executives. Financial Goals Corporate Responsibility Scorecard Objectives Earnings         Free Cash Flow People & Culture Sustainability & Safety Corporate Executives Funding based entirely on Company-wide performance              Company-Wide   Business Unit Executives Funding based equally on business unit performance and Company-wide performance  Company-Wide  Business Unit As discussedFor our Corporate executives, performance on page 50, followingeach metric is measured on a Company-wide basis. At the Merger,business unit level, the Committee setbelieves our annual incentive awards should balance the importance of delivering on customer commitments while also leveraging expertise and resources across the Company to advance technology and innovation and to drive progress toward our corporate responsibility goals. As a result, for our business unit executives, performance goals for the post-Merger portionon each of the year for RI&S, RMDfour metrics is based equally on business unit results and Corporate and re-established full-year performance goals for Pratt & Whitney and Collins Aerospace. Below are additional details on performanceCompany-wide results. In the case of both financial goals and results established following the Merger, and how these results were combined with the pre-Merger resultsCRS objectives, payout funding ranges from 0% to determine the full-year performance factors.200% of target. OUR FINANCIAL PERFORMANCE METRICS Company-Wide Metrics Business Unit Metrics     RTX Earnings   RTX FCF   Business Unit Earnings   Business Unit FCF How were performanceare AIP financial metrics defined for annual incentive purposes post-Merger?defined?   RTX’s net income attributable to common shareowners (as reported in the 2021 Annual Report on Form 10-K), adjusted for restructuring, the impact of acquisitions and divestitures (including acquisition accounting adjustments,adjustments), and non-recurring and other significant, non-operational items.(1)     RTX FCF,Consolidated net cash flow provided by operating activities, less capital expenditures (both as reported in the 2021 Annual Report on Form 10-K), adjusted for certain restructuring, the impact of acquisitions and divestitures, and non-recurring and other significant, non-operational items.(1)     Business unit operating income (as reported in the 2021 Annual Report on Form 10-K), adjusted for certain restructuring costs, the impact  of acquisitions and divestitures  (including acquisition accounting adjustments), and non-recurring and other significant, non- operational items andnon-operational items. Internal measure based on business unit net cash flow provided by operating activities, less capital expenditures, adjusted for restructuring, the impact of acquisitions and divestitures.(1) Business unit FCF, adjusted for certain restructuring,divestitures, and non-recurring and other significant, non-operational items.(1) Why did the Committee selectchoose these metrics?   The Committee believes that adjusted net income is an appropriate RTX-wide earnings goalrelevant to assessing RTX’s overall performance because it includes the impact of items such as tax, interest and foreign exchange fluctuations, which are managed at the Corporate level and thus relevant to assessing RTX’s overall performance.level.   The Committee believes that FCF performance is a relevant measure of our ability to generate cash to fund our operations and key business investments and to return capital to our shareowners.   The Committee believes that operating earnings growth,income, exclusive of tax, interest and foreign exchange exposure, should be the focus of our business unit performance.units.   The Committee believes that FCF performance is a relevant measure of the business units’ ability to generate cash . to fund their operations and key business investments and to return capital to shareowners.investments. Why does the Companydo we use non-GAAPnon- GAAP financial performance goalsmetrics for annual incentive purposes?incentives?   The Committee believes annual incentives should not be positively or negatively impacted by short-term decisions made in the best interest of RTX’s long-term business strategies. UsingOur non-GAAP performance measures encouragesencourage decision-making that considers long-term value creation thatbut does not conflict with our short-term incentive metrics. Adjustments for restructuring, non-recurring and other significant, non-operational items and for acquisitions and divestures providedivestitures allow for a more relevantclearer assessment of business performance and help to align compensation opportunitiesour annual incentive goals with the non-GAAP financial expectations we communicate to shareowners. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    49 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PRINCIPAL ELEMENTS OF COMPENSATION OUR CORPORATE RESPONSIBILITY SCORECARD RTX is committed to building a company that embraces diversity, equity and inclusion, ensuring our operations do not compromise the environmental health of future generations, and creating a safe workplace for our employees. For us, advancing these commitments are both a business and social imperative that requires our leadership team be held accountable for making tangible progress. To accelerate the pace of our progress, the Committee incorporated the Corporate Responsibility Scorecard objectives listed below to reinforce the Company’s commitment to our long-term goals and to strengthen alignment between the interests of executives and shareowners. What goals did the Committee set post-Merger?   $1,860 millionPeople  & Culture Sustainability  & Safety Diversity Representation Culture of Inclusion Environmental Health & Safety What objectives are in the 2021 Corporate Responsibility Scorecard? ●   Improve representation of women and people of color through external hires, promotions and retention ●   Enhance and increase participation in DE&I programs ●   Drive inclusive culture through DE&I training and Employee Resource Group evolution and sponsorships ●   Develop and move talent across the enterprise ●   Reduce greenhouse gas emissions ●   Reduce waste generation ●   Reduce water usage ●   Reduce enterprise-wide environmental, health and safety risks ●   Reduce ergonomic risk Are the objectives in the CRS weighted? The Committee believes the relative importance of the objectives within the CRS will evolve over time, and as such, did not assign specific weightings to these objectives. This will allow the Committee to maintain flexibility in its performance evaluation process. HOW WE PERFORMED ON OUR 2021 FINANCIAL GOALS For each financial metric previously described, the Committee established numerical goals for earnings and free cash flow at threshold, target and maximum levels for the Company overall and for each business unit. Performance relative to these goals determines the financial performance factors used to fund the annual incentive pool for Corporate executives and for executives at each business unit. Performance below the threshold level will result in 0% funding for that metric, while performance above the maximum level cannot exceed the maximum funding level of 200%. Performance that falls between the threshold, target and maximum levels results in funding between the applicable levels. The below chart shows the 2021 Company-wide financial goals, results and financial performance factors: Financial Metric       Weight       Threshold (50% funding)       Target (100% funding)       Maximum (200% funding)       2021 Results       Financial Performance Factors Earnings—net income ($M)   40%   $4,775   $5,600   $6,460   $6,465(1)   200% Free Cash Flow ($M)   40%   $3,500   $4,500   $6,100   $5,105(2)   138% (1) RTX’s adjusted net income goal.was $6,445 million, which was further adjusted for annual incentive purposes to $6,465 million to exclude certain restructuring, non-recurring and other significant, non-operational items, and acquisitions and divestitures (including acquisition accounting adjustments). (2) RTX’s FCF of $5,008 million was adjusted to $5,105 million for annual incentive purposes to exclude restructuring costs, the impact of acquisitions and divestitures, and non-recurring and other significant, non-operational items. The below chart provides additional details on the 2021 business unit financial goals, results and financial performance factors:   $1,280 millionBusiness Unit Goals and Results(1) Business Unit Earnings Business Unit FCF goal. What financial goals were set for annual incentive purposes for 2021?   Adjusted operating income goals ranged from $280$475 million to $1,480$2,050 million for our business units.   FCF goals ranged from -$925$450 million to $2,150$1,800 million for our business units. What financial results were used to determine post-Mergerfinancial performance factors? RTX’s post-Merger adjusted net income was $2,467 million. RTX’s post-Merger FCF of $1,732 million was adjusted to $3,070 million for annual incentive purposes to exclude certain restructuring, non- recurring and other significant, non-operational items.   Adjusted business unit operating income ranged from $287$487 million to $1,423$2,004 million.   FCF results used for annual incentive purposes for our business units ranged from -$784$806 million to $3,016$1,658 million. What were the resulting financial performance factors for each financial goal set post-Merger?metric?   125% of target. 120%Ranged from 89% to 183% of target.   Ranged from 74% to 125% of target. Ranged from 89%0% to 200% of target. What were the weighted post-Mergerfinal financial performance factors once applying the 50% weighting of the Company-wide factors?   The weighted earnings and FCF factors resulted in a blended RTX post-Merger performance factor of 122%Ranged from 145% to 192% of target.   The weighted earnings and FCF factors resulted in blended performance factors for our business units rangingRanged from 84%69% to 153%169% of target. What were the full-year performance factors when incorporating the pre-Merger portion of the year? The full-year performance factor when incorporating the pre-Merger portion of the year resulted in a 129% factor for legacy UTC Corporate employees and a 132% factor for legacy RTN Corporate employees. The full-year performance factors when incorporating the pre- Merger portion of the year ranged from 84% to 156% for our business units. Did the Committee make any discretionary adjustments to the final full-year performance factors? The Committee reduced the calculated performance factor for both legacy UTC and legacy RTN Corporate employees from 129% and 132%, respectively, to 100%. This adjustment was made in consideration of the impact of COVID-19 on our business, while recognizing the substantial efforts by our Corporate employees in the successful completion of the Spinoffs and Merger and ongoing integration efforts. The Committee reduced some of the business units’ calculated performance factors in consideration of the impact of COVID-19 on our business. After these adjustments, the final performance factors ranged from 75% to 156%. (1) See Appendix B on pages 119-120page 104 for details on how we calculate earnings and FCF for the purposes of determining the RTX and business unit financial performance factors.   5250    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 20202021 PRINCIPAL ELEMENTS OF COMPENSATION WHAT’S HAPPENING WITH ANNUAL INCENTIVES FOR 2021? RTX is committed to building a company that embraces diversity, equity and inclusion, ensuring our operations do not compromise the environmental health of future generations, and creating a safe workplace for our employees. As a result, beginning in 2021, our annual incentive program incorporates a Corporate Responsibility Scorecard with various qualitative objectives in two categories: “People & Culture” and “Sustainability & Safety.” The Committee believes that incorporating these objectives into annual incentive awards will advance our efforts toward achieving our longer-term goals in these important areas. These qualitative objectives will each be weighted at 10%, while our financial metrics — earnings and free cash flow — will each be weighted at 40%. Following the end of the performance year, the Committee will evaluate progress towards these qualitative objectives and use its discretion to assign a funding percentage for each category. For our Corporate executives, performance will be measured on a Company-wide basis for the two financial metrics and two qualitative categories. At the business unit level, the Committee believes our annual incentive program should balance the importance of delivering on customer commitments while also leveraging expertise and resources across the Company to advance technology and innovation and to drive progress towards our corporate responsibility goals. As a result, awards for business unit executives will be funded 50% based on business unit performance and 50% based on Company-wide performance, in each case relative to the four metrics described above. HOW WE PERFORMED ON THE CORPORATE RESPONSIBILITY SCORECARD Throughout the course of the year, the Committee conducted a comprehensive analysis of the Company’s and each business unit’s efforts in driving progress on our CRS objectives. To help the Committee in its assessment, this analysis incorporated both quantitative and qualitative data, including diversity representation progress in 16 different categories, and measured progress toward the Company’s 5-year environmental and safety ambitions. Following the end of the performance year, the Committee reviewed the final CRS analysis, and based on its assessment of progress made during the year, assigned a performance factor for the People & Culture and Sustainability & Safety scorecard categories for the Corporation as shown to the right: CRS Category       Weight       CRS Performance Factors People & Culture   10%   100% Sustainability & Safety   10%   110% The Committee also approved CRS performance factors for each of the business units that ranged from 100% to 110% for the People & Culture category and 105% and 115% for the Sustainability & Safety category. With the Company-wide CRS performance factors weighted at 50%, the CRS performance factors for our business units ranged from 100% to 105% for People & Culture and from 108% to 113% for Sustainability & Safety. HOW PERFORMANCE AFFECTED PAYOUTS Below are the weighted results for Corporate executives when combining both the financial performance factors and the CRS performance factors, as well as the overall RTX performance factor approved by the Committee. RTX Metrics Weight       Unweighted Performance Factor       Weighted Performance Factor Earnings (net income) 40%   200%   80% Free Cash Flow 40%   138%   55% People & Culture 10%   100%   10% Sustainability & Safety 10%   110%   11%       Overall RTX Performance Factor   156% Weighted performance factors for our business units ranged from 106% to 158% of target. The Committee did not apply any discretionary adjustments to the 2021 performance factors for RTX or our business units. Long-Term Incentive Awards (“LTI”) COMPOSITION OF 2020 GRANTS Awards The Committee annually reviews the design of our LTI awards to ensure consistency with our program’s fundamental objective of aligning the interests of executives and shareowners, while attracting and retaining talented senior leaders. Our annual LTI awards are subject to three-year, service-based (and in the case of PSUs, performance-based) vesting requirements, with exceptions for death, disability, retirement, change-in-control and certain qualifying involuntary terminations. COMPOSITION OF 2021 AWARDS LTI Awards granted in early 2022 comprised only of PSUs and SARs. See page 53 for additional details on this change. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    51 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PRINCIPAL ELEMENTS OF COMPENSATION The Committee expected the Spinoffs and Merger to occur on or aroundPERFORMANCE SHARE UNITS (60% OF 2021 LTI MIX) PSUs vest following the end of the first quarterperformance period, subject to Company performance relative to four pre-established goals, and if the recipient is still employed by the Company at that time. PSUs are designed to deliver market median compensation at target levels of 2020. Since these transactions would significantly transform our business portfolio, it wasperformance. Below- or above-target performance levels will result in variations from market median payouts. Payouts range from 0%, if all metrics fall below threshold-level performance, to 200% of target, if all metrics meet or exceed the maximum-level performance. Each PSU converts into one share of RTX Common Stock upon vest. Unvested PSUs do not practicalearn dividend equivalents. Performance Metrics and Goals for the 2021–2023 PSUs. The economic environment caused by the COVID-19 pandemic made setting long-term financial performance goals in early 2021 challenging, especially given its impact on the aerospace industry and the uncertainty around the timing of the expected recovery of commercial aviation. As a result, for our PSUs granted on February 8, 2021, the Committee set one-year Earnings Per Share (“EPS”) and Return on Invested Capital (“ROIC”) goals, followed by a two-year, time-based vesting period. For relative Total Shareowner Return (“TSR”) performance vs. our Core A&D Peers and the companies within the S&P 500 Index, we maintained a three-year performance period. To balance the change to establishour EPS and ROIC goals, the Committee increased the total portion of our PSUs vesting subject to three-year TSR performance from 30% to 50%. The Committee believes this change was appropriate to avoid potential compensation windfalls or deficits attributable to the uncertain operating environment. As described on page 53, for 2022, the Committee reverted back to three-year EPS and ROIC performance goals, and to our historical metric weightings. PERFORMANCE GOALS AND WEIGHTINGS FOR 2021–2023 PSUs Metric(1)   Weighting   Threshold (25% payout)   Target (100% payout)   Maximum (200% payout) EPS ● Goal set to align with the expectations we communicated to our investors            $3.00       $3.55       $3.90 ROIC ● Calculated using a quarterly average over the performance period     3.20%   3.70%   4.05% TSR vs. Core A&D Peers(2) ● RTX’s cumulative three-year TSR percentile rank relative to our nine Core A&D Peers     25th percentile   50th percentile   75th percentile ● Beginning and ending periods are measured using the November/December trailing average ● Payout for this portion of the award is capped at 100% of target if RTX’s TSR is negative TSR vs. S&P 500 Index Companies ● RTX’s cumulative three-year TSR percentile rank relative to the companies within the S&P 500 Index at the beginning of the performance period     25th percentile   50th percentile   75th percentile ● Beginning and ending periods are measured using the November/December trailing average ● Payout for this portion of the award is capped at 100% of target if RTX’s TSR is negative (1) Performance goals are based on non-GAAP financial measures. See Appendix B on page 104 for a definition of how these measures are calculated for PSU purposes. (2) Core A&D Peers include: Airbus, Boeing, General Electric, General Dynamics, Honeywell, L3Harris, Lockheed Martin, Northrop Grumman and Safran. 52    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PRINCIPAL ELEMENTS OF COMPENSATION Limit on Maximum Vesting Value. If the value of PSUs at vesting (valued by multiplying the number of PSUs vesting by the closing RTX stock price on the vest date) is greater than 400% of the value of the PSUs at grant (valued by multiplying the number of PSUs at target-level performance by the closing RTX stock price on the grant date), the vesting factor will be reduced so that the value delivered to our executives will be no greater than 400% of the grant value. What the Committee Considers when Setting Performance Goals. When setting financial performance goals for Performance Share Units (“PSUs”)our PSU awards, the Committee considers various long-term business factors, including, but not limited to, planned share buybacks, macroeconomic market trends, pension headwinds/tailwinds and cost reduction plans. Certain items such as unplanned share buybacks, restructuring charges, and non-recurring and non-operational items may be excluded from performance results, as appropriate, to maintain the validity of the targets as originally formulated. See Appendix B on page 104 for a definition of how we calculate these metrics. No PSU Vesting in 2021. We had no PSUs eligible to vest during 2021. Company-wide performance goals for PSUs granted in early 2020, as it normally would. Instead, the 2020 LTI awards granted in February 2020 toby our legacy UTC NEOs (except for Mr. Gill, who retired fromcompanies prior to the CompanyMerger were no longer measurable following the SpinoffsMerger. As a result, at the time of the Merger, all outstanding PSUs had performance measured as of the date of the Merger and Merger) consisted of Stock Appreciation Rights (“SARs”) and Restricted Stock Units (“RSUs”), each weighted at 50%. The Committee didwere then converted into RSUs that remain eligible to vest on the original vest date. We will not intend for thishave a PSU vesting until early 2024 when our 2021 PSUs become eligible to vest subject to performance through 2023. STOCK APPRECIATION RIGHTS (20% OF 2021 LTI mix to be a permanent structural change to our program or compensation philosophy.MIX) ABOUT OUR 2020 LTI VEHICLES Stock Appreciation Rights. SARs entitle the award recipient to receive, upon exercise, shares of RTX Common Stock with a market value equal to the difference between the market price of RTX Common Stock on the date the SARs are exercised and the exercise price that was set at the grant date (i.e., the closing price of RTX Common Stock on the date of grant). SARs vest and become exercisable three years from the grant date if the recipient is still employed by the Company at that time (with exceptions for death, disability, retirement, change-in-control and certain involuntary terminations) and expire 10 years from the grant date. RESTRICTED STOCK UNITS (20% OF 2021 LTI MIX) To align shareowner and executive interests, SAR awards directly link NEO compensation to share price appreciation. The Committee believes the 10-year term of these awards incentivizes decision-making that drives long-term shareowner value creation. Restricted Stock Units. RSUs entitle the award recipient to receive shares of RTX Common Stock upon vesting.vest. RSUs vest three years from the grant date if the recipient is still employed by the Company at that time (with exceptions for death, disability, retirement, change-in-control and certain involuntary terminations).time. During the vesting period, RSUs earn dividend equivalents that are reinvested as additional RSUs each time the Company pays a dividend to shareowners. These additional RSUs vest on the same date as the underlying RSUs. The Committee believes this time-based vesting vehicle has enhanced senior executive retention during periods of significant business investment and market volatility. RSUs have less upside potential than SARs but have a stabilizing effect on the value of LTI awards. HOW DID OUR LONG-TERM INCENTIVE AWARDS CHANGE FOR 2022? Beginning with the 2022 LTI awards, NEOs received LTI awards as a mix of PSUs and SARs, weighted at 60% and 40%, respectively. The 2022 mix increases the total portion of LTI delivered in SARs from 20% to 40% and eliminates the use of RSUs for our most senior leaders. The Committee believed RSUs were appropriate to support senior executive retention during the years up to and following the Merger, and in light of the uncertainty surrounding the COVID-19 pandemic and its impact on our business and industry. However, as the uncertainty of COVID-19 begins to subside and the Merger integration matures, the Committee believes that for our most senior executives, SARs better support our pay-for-performance philosophy compared to RSUs because SARs have no value if our stock price does not increase above the price on the grant date. The Committee also believes that the 10-year term of SARs motivates prudent long-term decision-making that drives sustainable value creation for shareowners. For the 2022 PSUs, the Committee also reverted to the historic three-year financial performance goals for all metrics, and EPS and ROIC will each be weighted at 35%, with relative TSR weighted at 30% (15% for each peer comparator group). RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    53 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PRINCIPAL ELEMENTS OF COMPENSATION How the Spinoffs and Merger Affected Outstanding LTI Awards The Spinoffs and Merger impacted the outstanding LTI awards held by both legacy UTC and RTN executives, as detailed below. LEGACY UTC Impact on SARs Vested SARs held by our legacy UTC NEOs were adjusted and converted into vested SARs of RTX, Carrier and Otis to recognize our executives’ contributions to UTC’s success as a combined company prior to the Spinoffs.   Unvested SARs held by our legacy UTC NEOs were adjusted and converted entirely into unvested RTX SARs to directly link executive compensation to future RTX share price appreciation. Impact on RSUs Unvested RSUs held by our legacy UTC NEOs were adjusted and converted entirely into unvested RTX RSUs to enable our executives to share in the future success of RTX. Impact on PSUs Since the 2018 and 2019 PSUs had been designed to vest based on UTC-wide performance goals that would no longer be measurable after the Spinoffs, the unvested PSU awards held by our legacy UTC NEOs were converted entirely into time-based unvested RTX RSUs upon the Spinoffs to enable these executives to share in the future success of RTX. The conversion formula recognized UTC’s performance for the period up to the Spinoffs and assumed target-level performance for the remaining portion of the performance period. Following the Spinoffs, these RTX RSUs have vested or remain eligible to vest on their original vesting dates, subject to the executive’s continued employment. The two tables below show how performance goals and results were used to determine the number of 2018 and 2019 UTC PSUs that were converted to unvested RTX RSUs upon the Spinoffs. 2018 UTC PSUs UTC Metric(1)   Weight   Threshold   Target   Maximum   Actual   Performance Factor EPS Growth(2)(3)   35%   4.1%   9.5%   14.9%   11.4%   136% ROIC(2)(4)   35%   7.5%   8.9%   10.2%   9.3%   131% TSR vs. the S&P 500(2)   30%   25th %ile   50th %ile   75th %ile   51.8th %ile   107%             Pre-Spinoff Performance Factor   126%               Performance Period   Performance Factor   Portion of Performance Period   Weighted Performance Factor Pre-Spinoff   126%   75%   94% Post-Spinoff   100%(5)   25%   25% Final 2018 Performance Factor (percentage of PSUs converted to RSUs)   119% The resulting 2018 RSU awards vested for qualifying executives in early 2021. (1) Performance goals, results and factors are based on non-GAAP financial measures. Rounding has been applied to the performance factors above. See Appendix B on pages 119-120 for more information. (2) EPS (used for purposes of calculating EPS growth) and ROIC performance were measured based on the last audited financial quarter as of the date of the Spinoffs (i.e., the fourth quarter of 2019) and TSR performance was measured through April 2, 2020 (the day prior to the Spinoffs). (3) For performance measurement purposes, GAAP diluted EPS was adjusted to account for the impact of non-recurring and non-operational charges. This adjustment is in accordance with plan provisions and was made to maintain the integrity of the original goals which did not reflect these significant events. (4) ROIC threshold, target and maximum performance goals were adjusted to reflect the pre-Spinoff portion of the performance period, so that performance measured as of the Spinoffs was relative to performance goals for that same time period. This adjustment is in accordance with plan provisions and was made to maintain the integrity of the original goals which did not reflect these significant events. (5) Target performance assumed for the post-Spinoff portion of the performance period. 54    RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PRINCIPAL ELEMENTS OF COMPENSATION 2019 UTC PSUs UTC Metric(1)   Weight   Threshold   Target   Maximum   Actual   Performance Factor EPS Growth(2)(3)   35%   1.8%   3.8%   5.8%   8.5%   200% ROIC(2)(4)   35%   6.5%   7.9%   9.3%   8.7%   157% TSR vs. the S&P 500(2)   30%   25th %ile   50th %ile   75th %ile   47.5th %ile   93%             Pre-Spinoff Performance Factor   153%   Performance Period   Performance Factor   Portion of Performance Period   Weighted Performance Factor Pre-Spinoff   153%   42%   64% Post-Spinoff   100%(5)   58%   58% Final 2019 Performance Factor (percentage of PSUs converted to RSUs)   122% The resulting 2019 RSU awards are eligible to vest for qualifying executives in early 2022. (1) Performance goals, results and factors are based on non-GAAP financial measures. Rounding has been applied to the performance factors above. See Appendix B on pages 119-120 for more information. (2) EPS (used for purposes of calculating EPS growth) and ROIC performance were measured based on the last audited financial quarter as of the date of the Spinoffs (i.e., the fourth quarter of 2019) and TSR performance was measured through April 2, 2020 (the day prior to the Spinoffs). (3) For performance measurement purposes, GAAP diluted EPS was adjusted to account for the impact of non-recurring and non-operational charges. This adjustment is in accordance with plan provisions and was made to maintain the integrity of the original goals which did not reflect these significant events. (4) ROIC threshold, target and maximum performance goals were adjusted to reflect the pre-Spinoff portion of the performance period, so that performance measured as of the Spinoffs was relative to performance goals for that same time period. This adjustment is in accordance with plan provisions and was made to maintain the integrity of the original goals which did not reflect these significant events. (5) Target performance assumed for the post-Spinoff portion of the performance period. LEGACY RTN Under the legacy RTN 2019 Stock Plan and 2010 Stock Plan, the Merger was a change-in-control event. As a result, awards granted prior to May 24, 2017, which carried single trigger terms, vested immediately upon the Merger. Awards granted on or after May 24, 2017 had double trigger terms and accordingly were converted into RTX awards using the Merger exchange ratio. Legacy RTN unvested restricted stock awards (“RSAs”) and RSUs were converted into unvested RTX RSAs and RSUs, respectively. For RTN PSUs, performance was measured upon the Merger and awards were converted into unvested RTX RSUs, which remain eligible to vest on the award’s original vesting date, subject to the executive’s continued employment. 2018 RTN PSUs RTN Metric(1)   Weight   Threshold   Target   Maximum   Actual   Performance Factor ROIC(2)   50%   11.22%   12.73%   14.29%   13.62%   157.4% Cumulative Free Cash Flow ($M)(2)   25%   $6,103   $7,603   $9,103   $9,167   200% TSR vs. RTN Peer Group(2)   25%   8th   5th   2nd   7th   66.8% Final 2018 Performance Factor (percentage of PSUs converted to RSUs)   145.4% The resulting RSU awards vested for qualifying executives in the first quarter of 2021. (1) Performance goals, results and factors are based on non-GAAP financial measures. See Appendix B on pages 119-120 for more information. (2) ROIC and Cumulative Free Cash Flow performance were measured based on the last audited financial quarter as of the date of the Merger (i.e., the fourth quarter of 2019) and TSR performance was measured through April 2, 2020 (the day prior to the Merger). RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    55 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 CEO PAY DECISIONS 2019 RTN PSUs RTN Metric(1)   Weight   Threshold   Target   Maximum   Actual   Performance Factor ROIC(2)   50%   12.14%   13.75%   15.43%   13.93%   110.6% Cumulative Free Cash Flow ($M)(2)   25%   $7,039   $8,539   $10,039   $9,462   161.6% TSR vs. RTN Peer Group(2)   25%   8th   5th   2nd   7th   66.8% Final 2019 Performance Factor (percentage of PSUs converted to RSUs)   112.4% The resulting RSU awards are eligible to vest for qualifying executives in the first quarter of 2022. (1) Performance goals, results and factors are based on non-GAAP financial measures. See Appendix B on pages 119-120 for more information. (2) ROIC and Cumulative Free Cash Flow performance were measured based on the last audited financial quarter as of the date of the Merger (i.e., the fourth quarter of 2019) and TSR performance was measured through April 2, 2020 (the day prior to the Merger). 2020 RTN PSUs RTN PSUs granted in March of 2020 were converted to unvested RTX RSUs upon the Merger using an assumption of target-level performance and the Merger exchange ratio. The resulting RSU awards are eligible to vest in the first quarter of 2023. WHAT’S HAPPENING WITH LONG-TERM INCENTIVES FOR 2021? The Committee believes in a market-competitive, balanced approach to long-term incentives. As a result, beginning with the 2021 grants, senior officers received LTI awards as a mix of Performance Share Units (60%), Stock Appreciation Rights (20%), and Restricted Stock Units (20%). This increases the portion we have historically delivered in PSUs from 50% to 60%.   Further, since we now operate solely in the aerospace and defense industry, the Committee felt it appropriate to add an additional relative total shareowner return (“TSR”) metric. Our 2021 PSUs now have two TSR metrics—TSR vs. the S&P 500 companies, and TSR vs. aerospace and defense peers, with each metric weighted at 25%. 20202021 CEO Pay Decisions Gregory J. Hayes Chairman & Chief Executive Officer AGE 61 RTX EXPERIENCE 32 YEARS The Committee assessed Mr. Hayes’ 20202021 performance favorably. Under his leadership, the Company successfully spun-off Carrier and Otis into two publicly traded companies, completedmade substantial progress in the Merger integration efforts, and has continued to form Raytheon Technologies, and navigatednavigate the unprecedented industry and business challenges of the COVID-19 pandemic. The Committee’s compensation decisions, as outlined onpandemic, all while achieving strong financial performance for the following pages, reflect his ability to lead these complexyear and transformational initiatives, while positioning the Company for future long-term sustainable growth. As The Committee’s compensation decisions discussed in detail on pages 83-84, certain aspects of Mr. Hayes’ 2020 compensation were set by the fixed-term employment agreement he entered into with the Company in connection with the Merger. However, notwithstanding his employment agreement, Mr. Hayes also requested a reduced base salary and annual incentive award in light of the impact the COVID-19 pandemic has had on our employees and shareowners.below, reflect this favorable assessment. 56    RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 CEO PAY DECISIONS Gregory J. Hayes President & Chief Executive Officer AGE 60 RTX EXPERIENCE 31 YEARS COMPENSATION OVERVIEW Base Salary. During the Committee’s annual compensation review in February 2020,2021, it determined Mr. Hayes’ $1.6 million base salary to approximate the peer group market median and as a result did not make any adjustments. However, in connection with the COVID-19 pandemic, for the period between June and December 2020, Mr. Hayes requested that the Committee reduce his base salary by 20% after the Company instituted a 10% salary reduction for all Corporate, Pratt & Whitney and Collins Aerospace employees. Annual Incentive Award. When UTC and RTN agreed to merge in 2019, UTC entered into employment agreements with the CEOsThe Committee approved a Corporate performance factor of each Company that became effective upon the completion156% of the Merger. These agreements outlined the leadership succession plan for the combined company and further aligned Mr. Hayes’ and Mr. Kennedy’s compensation opportunities (refer to pages 83-84 for additional details on Mr. Hayes’ employment agreement). Upon the completion of the Merger, Mr. Hayes’ annual incentive target increased to be equivalent to Mr. Kennedy’s pre-Merger target of 200% of base salary. Astarget. This factor was a result Mr. Hayes’ 2020 annual incentive target was pro-rated with his pre-Merger target (175%) applied to the portion of the year prior to the Merger and his post-Merger target (200%) applied to the portion of the year following the Merger. TheRTX’s performance for the pre-Merger portion of the year for legacy UTC executives was measured relative to UTC’s pre-Merger performance goals. RTX performance for the post-Merger portion of the year was measured relative to the RTX performancepre-established financial goals set byand the RTX Compensation Committee following the Merger. Combined, the pre- and post-Merger performance factors resulted in a full-year performance factor of 129% for legacy UTC Corporate executives, including Mr. Hayes. This factor would have resulted in a $4 million annual incentive award for Mr. Hayes. However, the Committee then used its discretionary authority to adjust the final Corporate performance factor to 100%, as discussed on page 51. The Committee believes this adjustment was appropriate, taking into account the impact of COVID-19 on our Company and shareowners while recognizing the substantial and important work that has been done to ensure the successful executionCommittee’s assessment of the Spinoffs and Merger, and post-Merger integration activities. *   Mr. Hayes’ $1.6 million base salary does not reflect the 20% reduction discussed in this overview. Company’s overall performance relative to the Corporate Responsibility Scorecard. The Committee considered this factor, Mr. Hayes’ effective leadership of the Company, and the individual performance considerations noted on the following pagehere, and planned to award Mr. Hayesapproved a $3.1$4.992 million award, anaward. This amount which aligns with this reducedthe Corporate performance factor. However, with the substantial impact of the COVID-19 pandemic on the Company’s employees, shareowners and the communities in which we live and work, Mr. Hayes requested that the Committee further reduce his award to an amount equivalent to a factor of approximately 81% of target, which resulted in an award of $2.5 million. Mr. Hayes also requested that the Committee consider donating the forgone amount ($600,000) to charities impacted by the COVID-19 pandemic. LTI. In consideration offor Mr. Hayes’ strong performance, the Committee approved a 20212022 long-term incentive award of $14.5$15.25 million, an amount which is moderately above the CPG median for his role. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    57 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 CEO PAY DECISIONS INDIVIDUAL PERFORMANCE HIGHLIGHTS • Successfully led the completion of the largest aerospace and defense merger in history while simultaneously spinning off Carrier and Otis into standalone, publicly traded companies. • Achieved key Merger integration milestones and captured $240 million in synergies during 2020, exceeding the synergy goal we communicated to shareowners for the year. • Exceeded all key financial goals set for the post-Merger operating plan, including sales, net income and free cash flow. • Successfully maintained ample liquidity and cash flow during the pandemic, enabling RTX to distribute dividends to shareowners during the year, while many other companies reduced or suspended their dividends. • Effectively led the organization in its efforts to achieve a “best-in-class” diverse, equal and inclusive culture, including the development of RTX’s multi-year action plan aimed at making meaningful DE&I progress both inside and outside the Company. • Effectively navigated the unprecedented industry and business challenges of the COVID-19 pandemic, including instituting over $2 billion in cost cutting and $4.7 billion in cash conservation measures. • Led the Company’s efforts in supporting the global response to the COVID-19 pandemic, whether through our donation of 25,000 face shields, 1.3 million items of personal protective equipment or the 500,000 component parts to ventilators manufactured at our facilities. What is “total direct compensation?” In contrast to the Summary Compensation Table (on page 71), the sections on CEO and NEO pay decisions on pages 57-63 use a measure called “total direct compensation.” The Committee believes that total direct compensation provides a more accurate and up-to-date reflection of its annual pay decisions since it reflects its most recent assessment of Company/business unit and individual performance. For example, 2020 total direct compensation includes the values approved by the Committee for LTI awards granted in February 2021 because these awards reflect its assessment of 2020 performance. The Summary Compensation Table, however, shows the grant date fair value of the LTI awards granted in February 2020, reflecting the Committee’s assessment of 2019 performance. In addition, the 2021 LTI award value approved by the Committee and included in total direct compensation differs from the value that will be reported in the Summary Compensation Table in 2022 due to the valuation methodology used for accounting purposes and for determining the number of shares granted. Certain elements included in the Summary Compensation Table, such as changes in pension values and other formulaic compensation components, are also excluded from total direct compensation because they do not relate to performance and fall outside the scope of the Committee’s annual pay decisions. CEO TOTAL DIRECT COMPENSATION: THREE-YEAR COMPARISON As shown in the chart below, and as discussed in our Guiding Principles on page 43, the Committee believes that a substantial portion of total direct compensation should be variable, contingent and directly linked to Company and individual performance. In 2020, 91% of Mr. Hayes’ total direct compensation was “at risk” variable compensation. (1) Does not reflect Mr. Hayes’ 20% base salary reduction associated with the COVID-19 pandemic for the period between June and December of 2020; however, does reflect the reduced annual incentive award that Mr. Hayes requested (discussed in detail on page 57). (2) Reflects annual LTI award values approved by the Committee. These values differ from the values reported in the Summary Compensation Table, which are calculated in accordance with FASB ASC Topic 718. 58    RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PAY DECISIONS FOR OTHER NEOS 2020 Pay Decisions for Other NEOs The Committee makes annual compensation decisions for our NEOs based on their individual performance and the overall performance of the Company (and business unit/function, where applicable). The following pages show each NEO’s 2020 total direct compensation values, which is defined on the prior page. We also provide individual performance highlights that contributed to the Committee’s pay decisions for each NEO. Anthony F. O’Brien III Executive Vice President & Chief Financial Officer AGE 56 RTX EXPERIENCE 34 YEARS* COMPENSATION OVERVIEW Effective upon the Merger, Mr. O’Brien was appointed Executive Vice President & Chief Financial Officer of RTX, a position he held at RTN prior to the Merger. Base Salary. The Committee made a market adjustment commensurate with Mr. O’Brien’s new role, increasing his base salary from $873,447 to $900,016, effective upon the Merger. However, in connection with the COVID-19 pandemic, the Company instituted a 10% base salary reduction for all Corporate employees for the period between June and December. Annual Incentive Award. In connection with his appointment as RTX’s CFO, the Committee also increased Mr. O’Brien’s annual incentive target from 100% to 110% of base salary to better align it with the CPG median for his role. The Corporate performance factor approved by the Committee was 100% (as discussed on page 51). In determining Mr. O’Brien’s 2020 annual incentive award, the Committee considered this factor, Mr. O’Brien’s effective leadership of RTX’s Finance function and the individual performance considerations noted here, and awarded him a $1 million annual incentive award for 2020. This amount aligns with the Corporate performance factor of 100%. LTI. In consideration of Mr. O’Brien’s strong 2020 performance, the Committee approved a $4 million 2021 LTI award, an increased value from the award granted to Mr. O’Brien by legacy RTN before the Merger but a value below the CPG median for his new role. Other Compensation Elements. In connection with his appointment to the ELG, the Committee granted Mr. O’Brien a $2 million ELG RSU award (see pages 66-67 for additional details on the ELG program). INDIVIDUAL PERFORMANCE HIGHLIGHTS • Effective management of RTX’s Finance function, including: – Leadership in completing the Merger and meeting our net debt commitments. – Accomplishing timely SEC filings (e.g., for the Merger, discontinued operations and debt offerings). ** The base salary shown here does not reflect the 10% COVID-19 pay reduction discussed in this overview. – Execution of RTX’s financing strategies, ensuring ample liquidity for the Company (i.e., $2 billion bond financing, $8 billion debt exchange and $7 billion in credit facilities). – Exceeding all key post-Merger financial commitments while ensuring compliance and strong internal controls. • Leadership in driving RTX’s disciplined capital allocation strategy, including: – Our investments of $6.7 billion in company- and customer-funded research and development. – The acquisition of Blue Canyon Technologies, a strategically important small satellite company, which combined with RI&S will provide fully integrated small satellite solutions. – Consolidation of over $50 billion in pension assets. *Includes years of service with RTN prior to the Merger on April 3, 2020. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    59 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PAY DECISIONS FOR OTHER NEOS Robert K. Ortberg Special Advisor to the Office of the CEO AGE 60 RTX EXPERIENCE 33 YEARS* COMPENSATION OVERVIEW Mr. Ortberg served as Chief Executive Officer of Collins Aerospace until February 7, 2020, when he transitioned to the role of Special Advisor to the Office of the CEO. Effective immediately prior to the Merger, Mr. Ortberg was appointed to the Board of Directors. However, he did not receive additional compensation for his Board service during 2020. Mr. Ortberg retired as an employee from the Company on February 28, 2021, but he will continue to serve on our Board. Base Salary. Mr. Ortberg did not receive a merit increase to his base salary of $1,210,000 in 2020. In connection with the COVID-19 pandemic, the Company instituted a 10% base salary reduction for all Corporate employees for the period between June and December. Annual Incentive Award. Since Mr. Ortberg spent a portion of the year at Collins Aerospace and the remainder of the year at Corporate, his performance factor was blended based on the time he served at each business. The Committee-approved performance factors for Collins Aerospace and Corporate were 75% and 100%, respectively, resulting in a blended performance factor for Mr. Ortberg of 98%. The Committee considered this blended performance factor and Mr. Ortberg’s effective leadership and awarded him a $1.6 million annual incentive award for 2020, an amount slightly above the blended performance factor of 98%. LTI. Mr. Ortberg retired as an employee of the Company on February 28, 2021, and as a result, he did not receive an LTI award in 2021. INDIVIDUAL PERFORMANCE HIGHLIGHTS Mr. Hayes exhibited strong leadership in: •● LeadershipMaking strategic investments in settingtechnology and innovation, including our announced partnership with IBM and our investment of nearly $9.4 billion in capital expenditures and company- and customer-funded research and development during the strategic direction of RTX’s technological innovation roadmap aimed at achieving revenue and technology synergies.year. • Successfully implemented ● Driving operational excellence and continuous improvement through the seamless Collins Aerospace leadership transitionimplementation of our CORE operating system and significant investment in early 2020.digital technologies, resulting in increased efficiencies across our businesses. ● Managing our business portfolio by adding strategic capabilities through the acquisition of FlightAware and SEAKR Engineering; and divesting non-core businesses like RI&S’ Global Training & Services business. ** ● Leading our efforts to enhance our ESG strategy, including: – Greater transparency, as demonstrated by the release of our 2021 DE&I Report and our participation in the CDP’s voluntary global greenhouse gas disclosure. – Launching ConnectUp, our new social responsibility initiative, where we will invest $500 million over 10 years to advance equitable opportunities in STEM education, career development and community well-being. – Forming our Global Diversity Equity & Inclusion Advisory Board, whereby leaders across RTX will come together to support equality of opportunity, inspire action and drive accountability for our DE&I efforts. ● Ensuring the safety of our workforce while avoiding significant operational disruptions due to the COVID-19 pandemic, including facilitating vaccination clinics in which more than 28,000 of RTX employees received COVID-19 vaccinations. ● Delivering on the promise of the Merger, by continued development of our product synergy pipeline and execution of several synergy opportunities during the year. 54    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 CEO PAY DECISIONS What is “total direct compensation?” In contrast to the Summary Compensation Table (on page 66), our discussion of CEO and NEO pay decisions in this proxy (pages 54-59) uses a measure called “total direct compensation.” The Committee believes this measure provides a more accurate picture of its annual pay decisions, reflecting its most recent assessment of Company/business unit and individual performance. How the Committee Views LTI Award Values Total DirectCompensation Includes the value of LTI awards approved by the Committee and granted in February 2022. Award values correctly relate to the Committee’s assessment of 2021 performance. SummaryCompensation Table Includes the grant date fair value of LTI awards granted in February 2021. Award values relate back to the Committee’s assessment of 2020 performance. The base salary shown here doesSEC rules require the LTI awards granted in February 2022 to be reported in the Summary Compensation Table in our 2023 proxy statement, with a different valuation methodology than we use for total direct compensation. In addition, the compensation values reported in the Summary Compensation Table also include certain elements (e.g., changes in pension values, which are impacted by assumptions like interest rates, and other formulaic compensation components) that we exclude from total direct compensation because they are not tied to performance and fall outside the scope of the Committee’s annual pay decisions. CEO TOTAL DIRECT COMPENSATION: THREE-YEAR COMPARISON As shown in the chart below, and as discussed in our Guiding Principles on page 43, the Committee believes that a substantial portion of total direct compensation should be variable, contingent and directly linked to Company and individual performance. In 2021, 93% of Mr. Hayes’ total direct compensation was “at-risk” variable compensation. (1) Does not reflect the 10% COVID-1920% base salary reduction discussedassociated with the COVID-19 pandemic for the period between June and December of 2020. (2) Reflects annual LTI award values approved by the Committee. These values differ from the values reported in this overview.the Summary Compensation Table (on page 66), which are calculated in accordance with FASB ASC Topic 718. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    55 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PAY DECISIONS FOR OTHER NEOS 2021 Pay Decisions for Other NEOs The Committee makes annual compensation decisions for our NEOs based on their individual performance and the overall performance of the Company (and the NEO’s business unit/function, where applicable). In the following pages, we describe the components of total direct compensation for each NEO for 2021, noting aspects of their individual performance that contributed to the Committee’s pay decisions (see page 55 for an explanation of total direct compensation). Neil G. Mitchill, Jr. Executive Vice President & Chief Financial Officer AGE 46 RTX EXPERIENCE 7 YEARS During 2021, Mr. Mitchill served as Corporate Vice President, Financial Planning & Analysis and Investor Relations until April 7, 2021, when he was appointed to the role of Executive Vice President & Chief Financial Officer. COMPENSATION OVERVIEW Base Salary. Mr. Mitchill received an annual merit increase to his base salary from $650,000 to $675,000. Then, upon his appointment to the role of Chief Financial Officer, the Committee further increased his salary to $800,000 to more closely align his base salary with the CPG market median for this role. Following the increase, Mr. Mitchill’s base salary remains below the CPG median for his new role. Annual Incentive Award. Also, in connection with his appointment to Chief Financial Officer, the Committee increased Mr. Mitchill’s annual incentive target from 70% to 110% of base salary to better align his target with the CPG median for his role. The Committee approved a Corporate performance factor of 156% (as discussed on page 51). In determining Mr. Mitchill’s 2021 annual incentive award, the Committee considered this factor, Mr. Mitchill’s effective leadership of RTX’s Finance function and the individual performance considerations noted here, and awarded him a $1.2 million annual incentive award for 2021. This amount aligns with the Corporate performance factor. LTI. In consideration of Mr. Mitchill’s strong 2021 performance, the Committee approved a $4 million 2022 LTI award, an amount which is below the CPG median for his new role. INDIVIDUAL PERFORMANCE HIGHLIGHTS ● Oversaw the Company’s finances, leading to RTX exceeding both earnings and free cash flow goals communicated to investors for the year. ● Played a key role in executing our financing strategies, which included refinancing $2.2 billion of debt at historically low rates and issuing $2.1 billion of bonds to fund a tender offer for high coupon debt. ● Led RTX’s disciplined capital allocation strategy, which included investing $7.2 billion in Company-and customer-funded research and development, returning to our shareowners over $5.3 billion in share repurchases and dividends, and increasing our dividend per share by 7.4%.* ● Exceeded the 2021 cost synergy target and achieved $760 million in gross synergies for the year, while increasing our total gross synergies goal expected within four years of the Merger from $1 billion to $1.5 billion. ● Enhanced our shareowner outreach efforts by leading our first RTX Investor Day, hosting two major conferences and meeting with most of our top 25 investors during the year. ● Maintained strong internal controls over financial reporting.     * • ChairedIn the Aerospace Industry Association (AIA), the leading industry association for Aerospace and Defense. • Worked with the CEOsecond quarter of 2021, we increased our quarterly dividend from $0.475 per share to develop and implement the Raytheon Management System for the newly merged company. • Provided executive oversight and sponsorship to the Merger integration effort, including the leadership of the revenue synergy process, which identified more than 300 technology opportunities. • Worked with the RTX integration team to implement best practices learned from the successful Rockwell Collins integration.$0.51 per share. *Includes years of service while at Rockwell Collins, which was acquired by the Company in 2018. 6056    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 20202021 PAY DECISIONS FOR OTHER NEOS Michael R. Dumais Executive Vice President, Chief Transformation Officer AGE 5455 RTX EXPERIENCE 2223 YEARS COMPENSATION OVERVIEW During 2020, Mr. Dumais served as Executive Vice President, Operations & Strategy until the Merger in April, at which point he transitioned to the role of Executive Vice President, Corporate Strategy & Development. OnDevelopment until January 11, 2021, Mr. Dumaiswhen he was appointed to the role of Executive Vice President, Chief Transformation Officer. COMPENSATION OVERVIEW Base Salary. Mr. Dumais did not receivereceived a merit increase to his base salary from $850,000 to $880,000 during 2021. This increase reflected the Committee’s favorable assessment of $850,000 during 2020. In connectionhis performance, as well as efforts to keep his base salary aligned with the COVID-19 pandemic,CPG market median for his role. Following the Company instituted a 10% base salary reductionincrease, Mr. Dumais was slightly above the market median for all Corporate employees for the period between June and December. his role. Annual Incentive Award. The Committee-approvedCommittee approved a Corporate performance factor was 100% (as discussed on page 51).of 156% of target. The Committee considered this performance factor, Mr. Dumais’ effective leadership, of the Operations and Corporate Strategy functions and the individual performance considerations noted here, and awarded him a $900,000 annual incentive$1.2 million award for 2020.2021, an amount which aligns with Corporate performance factor. LTI. Mr. Dumais did not receive a LTI award in 2022 since he is expected to transition into a consulting role later in the year. INDIVIDUAL PERFORMANCE HIGHLIGHTS ● Actively managed our business portfolio, with a focus on adding strategic capabilities and divesting of non-core businesses, including: – Acquisition of FlightAware, which will accelerate Collins Aerospace’s Connected Ecosystem strategy to transform the aftermarket with more connected, data-driven solutions – Acquisition of SEAKR Engineering to strengthen RI&S’ space-based capabilities and offerings – Divestiture of the RI&S Global Training & Services business – Acquisition of Dutch Thermoplastic Components, which will enable Collins Aerospace to manufacture lower cost and lighter aerospace composite parts – Divestiture of Collins Aerospace’s Delavan Industrial Nozzles business ● Led the Company’s Merger cost synergies efforts, which resulted in a total of $760 million in gross Merger cost synergies during the year and $1 billion since completing the Merger. ● Oversaw the ongoing Merger integration efforts, including harmonization of Company policies, processes, and systems. ● Chaired the cross-business unit Revenue Synergy Council that has developed and matured a pipeline of over $10 billion in potential future award opportunities. ● Led the development of RTX Ventures, which was officially launched in February 2022, to pursue ownership stakes and licensing arrangements with emerging high technology companies. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    57 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2021 PAY DECISIONS FOR OTHER NEOS Christopher T. Calio Chief Operating Officer AGE 48 RTX EXPERIENCE 16 YEARS Mr. Calio served in the role of President, Pratt & Whitney until March 1, 2022, when he was appointed to the role of Chief Operating Officer. COMPENSATION OVERVIEW Base Salary. Mr. Calio received a merit increase to his base salary from $700,000 to $750,000 during 2021. This increase reflected the Committee’s favorable assessment of his performance, as well as efforts to more closely align his base salary with the CPG market median for his role. Following the increase, Mr. Calio’s base salary remained below the CPG median for the role of President, Pratt & Whitney. Annual Incentive Award. The Committee approved a performance factor of 150% of target for Pratt & Whitney. The Committee considered this factor, Mr. Calio’s effective leadership of Pratt & Whitney, and the individual performance considerations noted here, and awarded him a $1.2 million award for 2021. This amount is moderatelyslightly above the CorporatePratt & Whitney performance factor of 100%. factor. LTI. In consideration for Mr. Calio’s strong performance and his appointment to the role of Mr. Dumais’ strong 2020 performance,Chief Operating Officer of the Company, the Committee approved a $3.52022 long-term incentive award of $7 million, 2021 LTI award, an amount which is moderately above the market median for his new role. INDIVIDUAL PERFORMANCE HIGHLIGHTS •● LedAchieved the successful completionfirst flight of all operational and legal entity separation activities, financing and SEC requirements for the Spinoffs of Carrier and Otis.Dassault’s Falcon 6X business jet, powered by two cutting-edge PW812D engines. • Assured all closing conditions were met ● Achieved several substantial customer wins during the year, including: – Announced orders of over 1,200 GTF engines during 2021, which included selection by Spirit Airlines to support the completionpower its latest order of the Merger.100 firm and 50 option Airbus A320neo aircraft and by Volaris to power an additional 80 A320neo aircraft. – Selection by NASA to develop advanced high pressure turbine technologies that will reduce fuel consumption and emissions for next generation single-aisle aircraft. – Secured Federal Aviation Administration and Transport Canada acceptance of Pratt & Whitney’s established safety management systems.   * The base salary shown here does not reflectExcludes the 10% COVID-19impact of salary reduction discussed in this overview.from the Pratt & Whitney furloughs during the year.         •● OversawAnnounced plans to advance Pratt & Whitney Canada’s hybrid-electric propulsion technology and flight demonstrator program as part of an investment that is supported by the required regulatory divestitures associated with the Merger, including the salegovernments of military GPS, airborne radioCanada and space ISR businesses.Quebec. • Developed the strategic rationale for the divestiture of our Forcepoint cybersecurity software business, negotiated the transaction and successfully completed the sale in January 2021. •● NegotiatedIntroduced the acquisition of Blue Canyon Technologies.GTF Advantage for Airbus A320neo aircraft family, which decreases fuel consumption and CO2 emissions by 17% compared to prior-generation engines like the V2500 and will be compatible with 100% sustainable aviation fuel (SAF) at entry into service, which is expected in 2024. • Completed ● Entry into service of the portfolio review ofAirbus A220, powered by Pratt & Whitney’s GTF engines, for various RTX business lines to establish go-forward investmentairlines, including JetBlue Airways, Air France and merger, acquisition and divestiture priorities.Air Austral. 58    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT61 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 20202021 PAY DECISIONS FOR OTHER NEOS Stephen J. Timm President, Collins Aerospace AGE 5253 RTX EXPERIENCE 24 YEARS*25 YEARS COMPENSATION OVERVIEW Mr. Timm served as President of Collin Aerospace’s Avionics division from January until February 15, 2020, at which time he was appointed to the role of President, Collins Aerospace. Base Salary. To align Mr. Timm’s received a merit increase to his base salary from $675,000 to $750,000 during 2021. This increase reflected the Committee’s favorable assessment of his performance, as well as its efforts to more closely with the market median for his new role, the Committee adjusted it from $490,000 to $675,000, effective February 15, 2020. However, in connection with the COVID-19 pandemic, the Company instituted a 10% base salary reduction for all Collins Aerospace employees for the period between June and December. Annual Incentive Award. In connection with his appointment to the role of President of Collins Aerospace, the Committee increased Mr. Timm’s target annual incentive award from 80% to 100% of base salary to better align his annual incentive opportunitiesbase salary with the CPG median for his role. Following the adjustment, Mr. Timm’s base salary remains below the CPG market median. Annual Incentive Award. The Committee-approvedCommittee approved a performance factor of 158% of target for Collins Aerospace was 75%.Aerospace. The Committee considered this performance factor, Mr. Timm’s effective leadership of Collins Aerospace, and the individual performance considerations noted here, and awarded him a $600,000 annual incentive$1.2 million award, for 2020. Thisan amount is moderately abovewhich aligns with the Collins Aerospace performance factor of 75%. factor. LTI. In consideration of Mr. Timm’s strong 20202021 performance, the Committee approved a $3.5$5 million 20212022 LTI award, an amount slightlythat is above the marketCPG median for his role. Other Compensation Elements. In connection with his appointment to the ELG, the Committee granted Mr. Timm a $1 million ELG RSU award (see pages 66-67 for additional details on the ELG program). INDIVIDUAL PERFORMANCE HIGHLIGHTS •● Completed the acquisitions of FlightAware and Dutch Thermoplastic Components, enhancing Collins Aerospace achievedAerospace’s ability to provide customers with more connected, data-driven solutions and lighter, cost-efficient, sustainable aircraft structures, respectively. ● Achieved several key “wins”substantial customer wins during 2020,the year, including: – Selection to provide new wheels and carbon brakes, and a new electric power generation system, for the U.S. Air Force’s fleet of Boeing B-52 long-range bombers.   – Selected by the U.S. ArmyBritish Airways to provideupgrade its Mounted Assured Positioning, Navigation and Timing System (MAPS Gen II)Boeing 777 fleet with enhanced Club World experience for manned and unmanned ground vehicles.business class passengers. ** The base salary shown here does not reflect *Excludes the 10% COVID-19impact of salary reduction discussed in this overview.from the Collins Aerospace furloughs during the year.             – Awarded a $700 million U.S.Signed an agreement with Draken Europe that will introduce Collins Joint Secure Air combat training System (JSAS) for use with Draken’s Falcon 20 fleet to support operational readiness training for the United Kingdom’s Royal Air Force contract for its next-generation ejection seat, ACES 5.and Royal Navy. – Selected by Northrop Grumman to play a key role in the modernization of America’s Intercontinental Ballistic Missile System under the Air Force Ground Based Strategic Deterrent program. • Introduced several new products to make the travel experience healthier and more efficient during COVID-19, including Kiosk Connect, which provides the first end-to-end contactless airport journey – eliminating the need to touch any screen during airport check-in or baggage drop. *Includes years of service while at Rockwell Collins, which was acquired by the Company in 2018. 62RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | 2020 PAY DECISIONS FOR OTHER NEOS Neil G. Mitchill, Jr. Corporate Vice President, Financial Planning & Analysis & Investor Relations AGE 45 RTX EXPERIENCE 6 YEARS COMPENSATION OVERVIEW During 2020, Mr. Mitchill served as Acting Senior Vice President & Chief Financial Officer of UTC until the Merger, when he was appointed to the role of Corporate Vice President, Financial Planning & Analysis and Investor Relations of RTX. Base Salary. Mr. Mitchill did not receive a merit increase to his base salary of $650,000 during 2020. Further, in connection with the COVID-19 pandemic, the Company instituted a 10% base salary reduction for all Corporate employees for the period between June and December. Annual Incentive Award. The Committee-approved Corporate performance factor was 100% (as discussed on page 51). The Committee considered this performance factor, Mr. Mitchill’s effective leadership of the Finance function prior to the Merger and the Financial Planning & Analysis (“FP&A”) and Investor Relations organizations after the Merger, and the individual performance considerations noted here and awarded him a $500,000 annual incentive award for 2020. This amount is slightly above the Corporate performance factor of 100%. LTI. In consideration of Mr. Mitchill’s strong 2020 performance, the Committee approved a $1.5 million 2021 LTI award, an amount above the market for his role. INDIVIDUAL PERFORMANCE HIGHLIGHTS • Strong and effective leadership of UTC’s Finance function prior to the Merger and RTX’s FP&A and Investor Relations organizations following the Merger, including: – Critical support from the UTC Finance function in preparation for the Spinoffs and Merger. – Led the development of RTX’s post-Merger operating plan. – Effective communication to our investor community, along with leading our robust shareowner outreach efforts, which included * The base salary shown here does not reflect the 10% COVID-19 salary reduction discussed in this overview.       ● meeting with 21Exceeded the Rockwell Collins merger cost synergy goal of our top 25 investors during the year.$600 million one year ahead of schedule.   – Oversight of RTX’s COVID-19 cost reduction and cash conservation efforts, which included the achievement of over $2 billion in cost reduction and $4.7 billion in cash conservation, an amount that exceeded our $4 billion cash conservation commitment for the year. ● – Managed RTX’s Merger-related synergiesCompleted the critical design review and structural cost actions that resulted in combined run rate savings exceeding our expectationsbegan fabrication of a 500-kilowatt electric motor for 2020 by approximately $90 million.Hybrid Air Vehicles’ Airlander 10 aircraft, designed to be the world’s first zero-emission aircraft. RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    6359 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION ELEMENTS Other Compensation Elements Retirement and Deferred Compensation Benefits Our retirement and deferred compensation plans play an important role within our overall executive compensation program by providing an element of financial security that helps RTX attract and retain talented executives. Over the years, these programs have been modified to maintain a competitive position within an evolving market. We believe Currently, as a result of the overall designMerger, our NEOs are eligible to participate in the plans of their legacy companies. Further, in some cases, our NEOs were previously employed by a company that was acquired by either legacy UTC or RTN, and may therefore retain balances and/or receive pension accruals under different formulas of these acquired companies’ plans. DEFINED BENEFIT PLANS Both legacy companies had qualified and non-qualified defined benefit plans, as described below: ● The qualified UTC Pension Plan and the non-qualified UTC Pension Preservation Plan were closed to new participants hired prior to January 1, 2010 and were closed for pre-2010 hires on December 31, 2019. Legacy UTC employees no longer accrue pension benefits, other than with respect to interest credits on the cash balance formula of these plans. ● The qualified RTN Salaried Pension Plan, the qualified RTN Retirement Plan, and the non-qualified RTN Parity Pension Plan were closed to new participants hired on or after January 1, 2007. However, employees hired prior to January 1, 2007, still accrue pension benefits under these plans. In addition, pension benefits are also still accrued for participants of the RTN Supplemental Executive Retirement Plan. For additional details on each of these plans, refer to the Pension Benefits section on pages 72-75. DEFINED CONTRIBUTION AND DEFERRED COMPENSATION PLANS Both legacy companies also maintained the following qualified and non-qualified defined contribution and deferred compensation plans: ● The qualified UTC Employee Savings Plan, the non-qualified UTC Savings Restoration Plan, UTC Company Automatic Contribution Excess Plan, UTC Deferred Compensation Plan, and the UTC LTIP Performance Share Unit Deferral Plan remain open to legacy UTC employees. ● The qualified RTN Savings and Investment Plan and the non-qualified RTN Deferred Compensation Plan remain open to legacy RTN employees. For additional details on each of these plans, refer to the Nonqualified Deferred Compensation section on pages 76-77. INTEGRATING OUR LEGACY RETIREMENT PLANS As part of our ongoing integration efforts, we are assessing the competitiveness of our retirement and deferred compensation programs is consistentplans to ensure we provide employees with compensation practices inretirement benefits that continue to attract and retain the marketplace.highest caliber of talent. We expect the integration of the legacy UTC and RTN retirement and deferred compensation plans to take multiple years. occur over the course of several years and in various phases. As a result, eachfirst step in our integration journey, and to better align with market practice, we announced the sunset of our NEOs isthe final average earnings (“FAE”) formula at the close of 2022, and the move to a Cash Balance formula starting January 1, 2023, for current participants in the legacy RTN pension plans. Further, beginning in 2023, all RTX employees will be eligible to participate in the retirementsame defined contribution and deferred compensation plans, regardless of histheir legacy company only.company. Below are brief descriptions of each of our retirement and deferred compensation arrangements. See the Pension Benefits and the Nonqualified Deferred Compensation sections on pages 78-83 for more details. LEGACY UTC Each of our 2020 NEOs, except for Mr. O’Brien, is or has been eligible to participate in some or all of the legacy UTC plans below. Plan Description UTC Pension Plan (formerly known as the UTC Employee Retirement Plan) A tax-qualified, defined benefit pension plan that provides retirement benefits to legacy UTC employees hired prior to January 1, 2010. Effective December 31, 2014, participants hired prior to July 1, 2002, who had been covered by the final average earnings (“FAE”) formula of this plan, transitioned to a Cash Balance formula, which was already in effect for participants hired on or after July 1, 2002. Under the Cash Balance formula, participants earned two types of credits: pay credits and interest credits. See pages 78-79 for additional details on these formulas. Effective December 31, 2019, this plan was frozen, other than with respect to continued interest credits on Cash Balance accounts in the plan. Active participants who were previously eligible for Cash Balance benefits under this plan became eligible for equivalent age-based contributions under the UTC Employee Savings Plan beginning January 1, 2020. UTC Pension Preservation Plan An unfunded, nonqualified defined benefit pension plan that mirrors the benefit formulas, compensation recognition, retirement eligibility and vesting provisions of the tax-qualified UTC Pension Plan. For legacy UTC employees hired prior to January 1, 2010, it provides pension benefits not provided under the tax-qualified pension plan because of Internal Revenue Code (“IRC”) compensation and benefit limits. Effective December 31, 2019, this plan was frozen, other than with respect to continued interest credits on Cash Balance accounts in the plan. Active participants who were previously eligible for Cash Balance benefits under this plan became eligible for equivalent age-based contributions under the UTC Company Automatic Contribution Excess Plan beginning January 1, 2020. UTC Employee Savings Plan A tax-qualified, defined contribution plan (401(k) plan) where legacy UTC employees receive a matching contribution in the form of Company stock units with a value equal to 60% of the first 6% of pay (consisting of base salary plus annual incentive awards) contributed by the employee. Salaried legacy UTC employees hired on or after January 1, 2010, receive an additional age-based Company contribution (ranging from 3% to 5.5% of earnings) to their UTC Employee Savings Plan account. Effective January 1, 2020, salaried legacy UTC employees hired prior to January 1, 2010, who previously participated in the UTC Pension Plan, now receive additional age-based Company contributions (ranging from 3% to 8% of earnings), an amount equivalent to the Cash Balance benefits previously provided under the UTC Pension Plan. UTC Savings Restoration Plan An unfunded, nonqualified plan that permits eligible legacy UTC employees to defer up to 6% of their compensation to the extent such compensation exceeds the U.S. Internal Revenue Code (“IRC”) compensation limit applicable to the qualified UTC Employee Savings Plan. The Company provides matching contributions in the form of RTX stock units at the same rate (60% of the first 6% of pay) that would have been provided in the UTC Employee Savings Plan, if not for the IRC compensation limit. UTC Company Automatic Contribution Excess Plan An unfunded, nonqualified plan in which eligible legacy UTC employees may receive an age-based Company automatic contribution for amounts above the IRC limits applicable to the qualified UTC Employee Savings Plan. For employees hired on or after January 1, 2010, these age-based contributions range from 3% to 5.5% of earnings. Beginning January 1, 2020, legacy UTC employees hired prior to January 1, 2010, who previously participated in the UTC Pension Plan, receive Company contributions ranging from 3% to 8% of earnings. The plan also provides missed matching contributions for employees whose contributions to the UTC Employee Savings Plan are limited by the IRC contribution limit. 6460    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION ELEMENTS Plan Description UTC Deferred Compensation Plan An unfunded, nonqualified plan that allows legacy UTC executives to defer up to 50% of base salary and up to 70% of annual incentive awards. UTC LTIP Performance Share Unit Deferral Plan An unfunded, nonqualified plan that allows legacy UTC executives to defer between 10% and 100% of their vested PSU awards. Upon vesting, the deferred portion of each PSU award is converted into deferred stock units that accrue dividend equivalents. LEGACY RTN Legacy RTN executives, including Mr. O’Brien, are eligible to participate in some or all of the legacy RTN plans below. Plan Description Raytheon Company Pension Plan for Salaried Employees A tax-qualified, defined benefit pension plan in which legacy RTN employees hired prior to January 1, 2007, are eligible to participate. The plan is company-funded and since 1981 has not permitted employee contributions. Benefits under the plan are based on a final average earnings (“FAE”) formula of 1.8% for each of the first 20 years of credited service and 1.2% for each year of credited service thereafter, reduced by the same percentage of the employee’s estimated primary Social Security benefit. FAE is defined as the average of the 60 highest consecutive months of compensation in the final 120 months of employment and includes base salary and annual incentive awards. Raytheon Company Parity Pension Plan An unfunded, nonqualified excess pension plan that provides benefits that would have been provided to legacy RTN participants under the tax-qualified pension plan but for IRC compensation and benefit limits. The plan features are generally the same as the features of the qualified RTN pension plan, except that the forms of payment under the Parity Pension Plan are subject to certain IRC restrictions. Raytheon Company Supplemental Executive Retirement Plan An unfunded, nonqualified pension plan for eligible legacy RTN senior executives, including Mr. O’Brien, designed to replicate, but not exceed, the retirement benefit that a mid-career person joining the Company would have achieved under the qualified and excess RTN pension plans had such person begun his or her career with the Company. The plan provides a pension of 35% of FAE after ten years of service and age 55, increasing by 3% of FAE for every additional year of service up to a maximum of 50% of FAE. Amounts payable under this plan will be offset by amounts payable under other legacy RTN pension plans, any prior employer plan and Social Security benefits. Raytheon Company Savings and Investment Plan A tax-qualified, defined contribution plan (401(k) plan) in which legacy RTN executive officers are eligible to participate in the same manner as substantially all other employees. Employees receive a matching contribution with a value equal to 100% of the first 3% for the first 5 years or 4% of pay thereafter (consisting of base salary plus annual incentives) contributed by the employee. Under the Retirement Income Savings Program (“RISP”) within this plan, employees hired on or after January 1, 2007, who are not eligible to participate in the legacy RTN pension plans, receive an additional contribution (ranging from 2.5% to 7% of earnings for most eligible employees) based on age at hire and years of service. Employees hired in 2007-2009 are eligible for a slightly higher employer contribution of between 3% and 9% based on age and years of service. Mr. O’Brien is not currently eligible to participate in the RISP. Raytheon Company Deferred Compensation Plan An unfunded, nonqualified plan that permits legacy RTN employees who are projected to reach the IRC compensation limit to defer between 3% and 50% of their base salary in excess of that limit and between 3% and 90% of their annual incentive awards, and to receive tax-deferred returns on those deferrals. The Company also matches up to 4% of deferrable compensation on amounts above the IRC limits. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    65 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION ELEMENTS Perquisites and Other Benefits We provide our senior executives with the followingcertain perquisites and other benefits, which the Committee believes contribute to recruitment and retention and are consistent with market practice. TheDuring 2021, the perquisites and other benefits provided to each NEO are dependent on the NEO’s legacy company (UTC or RTN). However, we will integrate these benefits across RTX starting in 2022. Our approach to executive perquisites is based on the Committee’s belief that the continued health and financial well-being of our senior leaders is of vital interest to the Company and our shareowners. Therefore, starting in 2022, perquisites and other benefits for our NEOs will generally consist of enhanced basic life and long-term disability insurance, an executive physical and a financial planning allowance. Other perquisites provided by our legacy companies will be phased out or in some cases grandfathered. As one of the leading defense contractors to the United States government, we will also continue to provide our CEO with certain additional benefits for his safety and security, including personal use of the Corporate aircraft, company-provided car and drivers (who are trained security personnel), as well as home security monitoring. STATUS OF PERQUISITES AND BENEFITS* Perquisite/Benefit*Continuing   Description Life and Excess Liability InsuranceFinancial Planning        Legacy RTNAll NEOs including Mr. O’Brien,are eligible to receive an executiveannual financial planning allowance. However, the level of their current benefit depends on their legacy company. Starting in 2022, this benefit is capped at an annual cost of $13,500. Enhanced Basic LifeInsurance Effective January 2022, executives, who do not have a legacy RTN split dollar life and excess liabilityinsurance policy, will be covered by an enhanced basic life insurance benefit for which premiums are paid by the Company. Legacy RTN executive life is a split dollar policy with benefits up to fourof three times base salary (capped at $3 million during employment). Following retirement, coverage reduces by 12.5% annually for five years and after five years, the benefit equals 100% of final base salary. Executive Physical   Legacy UTC prospectively eliminatedAll NEOs are eligible to participate in the same healthcare benefits offered to other employees of their legacy company. However, they are also eligible for a comprehensive annual executive life insurance benefits for ELG members appointed after January 31, 2015. Underphysical, with current benefit levels depending on their legacy company. Starting in 2022, this legacy benefit is capped at an ELG member received company-funded life insurance coverage up to three times their base salary at age 62 (projected or actual). Once vested (age 55 or older with three yearsannual cost of service as an ELG member), the Company funds the policy and maintains coverage following retirement.$5,000. ELG Long-TermDisability Insurance   Legacy UTC NEOs are providedcovered by the ELG long-term disability benefit, which providesand beginning January 1, 2022, legacy RTN ELG members will also be eligible for this benefit. This is an annual benefit paid only upon disability, equal to 80% of the sum of the executive’s base salary and target annual incentive award at the time of disability. HealthcarePersonal Aircraft Usage   All NEOs are eligibleRTX’s policy allows our CEO (and Executive Chair, if applicable) to participate inuse the same healthcare benefits offeredcorporate aircraft for personal use, though special approval may be given to other employeesexecutives in extraordinary circumstances. The Committee believes this is essential for our CEO’s security and personal safety, in addition to being a more efficient use of their legacy company.his time. Executive PhysicalCompany-Provided Carand Driver   All NEOsFor security reasons, our CEO (and Executive Chair, if applicable) has access to a company-provided car and drivers (who are eligibletrained security personnel) when needed. This is primarily used for business purposes, but also may be used, in limited circumstances, in situations that may have a comprehensive annual executive physical.personal element. Security Monitoring The Company covers the cost of security system monitoring at the personal residence of our CEO (and Executive Chair, if applicable). Phasing Out Company Car   Legacy UTC NEOsexecutives receive an annual allowance toward the cost of a leased vehicle and ancillary vehicle benefits. The value of the allowance varies by ELG appointment date. Lease payments above the annual allowance are paid directly by the executive. For security reasons, our CEO and Executive Chair have accessIn 2021, we announced that the legacy UTC leased vehicle benefit would cease at the time the current individual leases expire. We expect this program to a company-provided car and driver when needed, which is primarily used for business purposes.be closed in its entirety by mid-2023. Financial PlanningSplit Dollar Life Insurance   All NEOs are eligibleLegacy RTN provided its senior executives with executive split dollar life insurance policies with benefits up to four times base salary (capped at $3 million during employment). Following retirement, coverage reduces by 12.5% annually for five years and after five years, the benefit equals 100% of final base salary. The benefit will be grandfathered for legacy RTN senior executives with existing policies, but the Company has not entered into additional policies since the Merger and has eliminated this benefit prospectively for new senior leaders. Excess Liability Insurance Legacy RTN senior executives receive an annual financial planning benefit.excess liability insurance benefit for which premiums are paid by the Company. This insurance benefit will be fully eliminated by April 2022. Personal Aircraft Usage* RTX’s policy allows only our CEO and Executive Chair to useSee footnote (6) of the corporate aircraftSummary Compensation Table on page 67 for personal use, unless a special exception is approvedmore details on these perquisites/benefits for extraordinary circumstances. The Committee believes this helps our CEO and Executive Chair use their time more effectively, as well as being essential for security and personal safety. Security Arrangements Our CEO and Executive Chair are eligible to receive a security system monitoring at their residences.2021. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    61 Table of Contents *See footnote (6) of the Summary Compensation Table on pages 72-73 for more details on these perquisites/benefits.COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION ELEMENTS Severance and Change-in-Control Arrangements MERGER-RELATED SEVERANCE BENEFITS As a result of the Merger of UTC and RTN that closed on April 3, 2020, and the Rockwell Collins acquisition that closed on November 26, 2018,severance benefits provided to most of our legacy RTN NEOs upon separation from the Company(Messrs. Kennedy and O’Brien) and our Corporate legacy UTC NEOs (Messrs. Hayes, Dumais, and Mitchill) vary depending upon each NEO’s legacy company (UTC, RTN or Rockwell Collins) and generallycompany. These benefits expire within two to three years followingof the relevant transaction.Merger, except that Mr. Hayes’ employment agreement expires on the three-year anniversary of the Merger. Details of each NEO’s individual severance and change-in-control arrangements as of year-end can be found on pages 83-90.78-84. EXECUTIVE LEADERSHIP GROUP PROGRAM While most of our NEOs, have specificexcept Messrs. Calio and Timm, are currently covered by fixed-term, Merger-related severance coverage,benefits, the RTX Compensation Committee has decided to maintain the legacy UTC’sUTC Executive Leadership Group (“ELG”) program on a go-forward basis. As a result, following the Merger, several legacy RTN senior executives, except for Mr. Kennedy, were appointed to the ELG. The ELG program has been in place since 1989 and currently covers approximately 4045 of the Company’s most senior leaders, andas well as key executives who are potential successors to senior leadership roles. Over the years, theThe program has been in place since 1989 but has been modified a number of times over the years to align with market best practices and to serve the evolving needs of the Company. 66RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION ELEMENTS While earlier versions of the program provided cash severance benefits (see below), theThe current program includesprovides an RSU award, granted to executives upon their appointment to the ELG, that vests only uponif there is a qualifying separation;separation (defined on page 63), and the executive enteringenters into an agreement containing thecertain restrictive covenants noted below. (explained on page 63). The ELG RSU award acts as a cash severance replacement tool, which the Committee believes more closely aligns our executives with shareowners’ interests. Under the termsinterest of the ELG agreement, a “qualifying separation” generally occurs upon: • A mutually agreeable separation from the Company due to an ELG member’s position being eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event following three years of ELG membership; • Retirement on or after age 62 following three years of ELG membership; or • Involuntary (not for cause) or voluntary (for good reason) terminations within two years of a change-in-control event. our shareowners than an outright cash severance payment. The changes to the ELG separation benefit over the years have been applied prospectively due to existing contractual commitments. Therefore, benefit eligibility depends on whenAs a result, Messrs. Hayes and Dumais are grandfathered into earlier iterations of the executive was appointed to the ELG,program that included cash severance payments, as shown in the table below. However, Mr. Hayes is not eligible to receive the ELG cash severance during the three-year term of his post-Merger employment agreement (see pages 78-79) and Mr. Dumais is not eligible to receive the ELG cash severance during the two-year term of the UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees (see pages 80-81), in which he is a participant. When these Merger-related severance arrangements expire, both Messrs. Hayes and Dumais will resume eligibility for ELG cash severance benefits. Upon the Merger, Mr. O’Brien, was appointed to the ELG. However, he separated from the Company prior to becoming eligible for separation benefits under the ELG program, and therefore forfeited his ELG RSU award.     ELGDate of Executive’s Appointment Dateto the ELG         Prior to January 2006       Between January 2006 and April 2013       On or afterAfter MayApril 2013 ELG CashSeparation Benefit   2.5x base salary following qualifying separation   2.5x base salary if a qualifying separation occurs prior to age 62   No cash benefit ELG RSU Award(1)Award*   No award granted   RSU award with a grant value equal to 2x base salary that vests if a qualifying separation occurs on or after age 62   RSU award with a grant value up to $2 million depending on role, that vests upon a qualifying separation NEO Participation(2)   Gregory J. Hayes   Michael R. Dumais   Neil G. Mitchill, Jr. Christopher T. Calio Stephen J. Timm Anthony F. O’Brien III(3) Stephen J. Timm Neil G. Mitchill, Jr. (1)* ELG RSUs earn dividend equivalents during the vesting period that are reinvested as additional RSUs andeach time the Company pays a dividend to shareowners. These RSUs are subject to the same vesting conditions as the underlying award. 62    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER COMPENSATION ELEMENTS Under the ELG program, a “qualifying separation” is defined as: (2)● While Mr. OrtbergA mutually agreeable separation from the Company due to an ELG member’s position being eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event following three years of ELG membership; ● Retirement on or after age 62 following three years of ELG membership; or ● Involuntary (not for cause) or voluntary (for good reason) terminations within two years of a change-in-control event. Restrictive covenants that apply to ELG benefits: ● For all ELG members—regardless of when the executive was appointed to the ELG, he does not participate separation benefits are conditioned upon enhanced post-employment restrictive covenants designed to protect the Company’s interests, including: (i) non-competition; (ii) employee non-solicitation; (iii) non-disparagement; (iv) protection of confidential, sensitive and proprietary information; and (v) post-termination cooperation. ● For ELG members appointed on or after April 2013—in the ELG severance program dueaddition to the special employment agreement he entered into with UTC in connection with the acquisitionabove, a post-employment, non-competition covenant applies, regardless of Rockwell Collins in 2018 (see page 87 for additional details). (3) Upon the Merger, Mr. O’Brien, who is a legacy RTN executive, was appointed to the ELG.whether separation benefits are provided. Mr. Hayes and Mr. Dumais are the only ELG members who remain eligible for the ELG program’s former cash severance benefit. During the three-year term of Mr. Hayes’ post-Merger employment agreement (see pages 83-84) and the two-year term of the UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees (see page 88), in which Mr. Dumais is a participant, they are not eligible to receive the ELG cash severance. However, following the expiration of the agreement and plan, both Mr. Hayes and Mr. Dumais would resume eligibility for the ELG cash severance benefits. Upon the Merger, Mr. O’Brien, who is a legacy RTN executive, was appointed to the ELG. However, he will not become eligible for separation benefits under the ELG program until he has been in the ELG for three years, at which point he would no longer be covered by his legacy RTN change-in-control benefits (detailed on pages 85-86). Regardless of the changes made to the program over the years, all ELG separation benefits include enhanced post-employment restrictive covenants designed to protect the Company’s interests, including (i) non-competition; (ii) employee non-solicitation; (iii) non-disparagement; (iv) protection of confidential, sensitive and proprietary information; and (v) post-termination cooperation. ELG members appointed on or after May 2013 are subject to a one-year, post-termination, non-competition covenant regardless of whether they vest in their ELG RSU award, and if the ELG RSU award does vest, these ELG members are subject to an additional one-year non-competition agreement. The ELG separation benefit is not treated as compensation for purposes of determining benefits under the pension plans or any other benefit programs. Distributions are subject to certain restrictions imposed by IRC Section 409A. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    67 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER EXECUTIVE COMPENSATION POLICIES AND PRACTICES RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN Since legacy UTC is the surviving company of the Merger, the Merger did not trigger a change-in-control event under the United Technologies Corporation 2018 Long-Term Incentive Plan, which has since been renamedUnder the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as amended and restated (“RTX LTIP”). However,, should a future RTX change-in-control event occur, upon a participant’s qualifying termination (i.e., involuntary (not for cause) or good reason termination) within two years of a change-in-control event, the vesting of outstanding LTI awards granted under this planthe RTX LTIP would accelerate. For performance awards, performance goals would be deemed achieved at the greater of actual or target performance levels. A change-in-control is defined in the RTX LTIP to generally mean: A change-in-control as defined in the Plan would generally occur upon: •● The acquisition of 20% or more of RTX’s outstanding shares by a person or a group; •● Incumbent directors no longer constituting a majority of the Board; •● A merger or similar event where RTX shareowners own less than 50% of the voting shares of the new organization; or •● A complete liquidation or dissolution is approved by RTX’s shareowners. A qualifying termination is defined in the RTX LTIP to mean: ● An involuntary (not for cause) termination; or ● A voluntary termination for “good reason” (as defined in the Plan). LEGACY UTC SENIOR EXECUTIVE SEVERANCE PLAN Change-in-control severance protection under our legacy UTC Senior Executive Severance Plan (“SESP”) was designed to ensure continuity of management in potential change-in-control situations. In response to changing market practices, legacy UTC closed this program to new participants effective June 2009. Accordingly, Mr. Hayes is the only executive who remains eligible for the SESP benefit. All other ELG members were appointed to the ELG on or after June 2009 and instead are covered by the ELG RSU award which would vestprogram in the event of a qualifying termination within two years of a change-in-control event. While the Merger of UTC and RTN was executed as a “merger of equals,” as a legal matter, a change-in-control (as defined in the Plan) under the SESP was not triggered. However, should an RTX change-in-control event occur after the three-year term of Mr. Hayes’ employment agreement (as described in detail on pages 83-84)78-79), Mr. Hayes would then be eligible to receive a cash severance benefit under the SESP. The SESP cash severance is equal to 2.99x the sum of base salary and Mr. Hayes’ target annual incentive award for the year in which termination occurs, subject to various restrictive covenants. The SESP benefit would be reduced by 1/36th for each month that termination occurs after age 62 and, accordingly, is completely phased out at age 65. Benefits under the SESP are subject to a “double trigger” where benefits are provided only if a change-in-control is followed by an involuntary termination or termination by the executive for “good reason” within two years following a change-in-control. “Good reason”Reason” generally includes material adverse changes in an executive’s compensation, responsibilities, authority, reporting relationship or work location. Other Executive Compensation Policies and Practices Employment Agreements As a general matter, the Committee does not believe that fixed-term executive employment contracts that guarantee minimum levels of compensation over multiple years enhance shareowner value. Accordingly, the vast majority of our U.S.-based executives do not have such contracts. However, in rare cases involving mergers and acquisitions, the Committee has found such contracts to be in the Company’s best interests. Upon the signing of the Merger agreement between UTC and RTN in 2019, the Company executed limited-duration employment agreements with Mr. Hayes and Mr. Kennedy that became effective upon the Merger in April 2020. These agreements outline the leadership succession plan for RTX following the Merger (as described on pages 83-84). Mr. Hayes’ agreement expires on the third anniversary of the Merger, while Mr. Kennedy’s agreement expires on the second anniversary of the Merger. Mr. Ortberg also has an employment contract with the Company, relating to legacy UTC’s acquisition of Rockwell Collins in 2018. This agreement provided the Company with certain restrictive covenants that the Committee felt were important for the Company to obtain following the acquisition (see page 87 for details). We also enter into employment agreements with executives based outside the United States when local regulations and practices require such contracts. 68RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT63 Table of Contents COMPENSATION DISCUSSION AND ANALYSIS | OTHER EXECUTIVE COMPENSATION POLICIES AND PRACTICES Other Executive Compensation Policies and Practices Through RTX’s Enterprise Risk Management framework, the Committee identifies, monitors and mitigates compensation risk in a number of ways that are summarized on pages 29-30, with additional details provided below on our post-employment restrictive covenants, our Clawback Policy, and our prohibition on certain transactions involving RTX stock. Post-Employment Restrictive Covenants ELG members may not engage in activities after termination or retirement that are detrimental to RTX, such as disclosing proprietary information, soliciting RTX employees or engaging in competitive activities. Violations can result in a clawback of annual and long-term incentive awards. Succession Planning Each year, the President & CEO and the Executive Vice President & Chief Human Resources Officer provide the Board with information about succession planning for key senior leadership roles, including the CEO. The Board’s views are incorporated into succession plans, which are updated annually based on this feedback. Succession plans include readiness assessments, biographical information and career development plans. Clawback Policy RTX has a comprehensive policy on recoupment (“clawback”) of compensation, which we have enhanced several times over the years (including this past year, see page 6 for details) in response to shareowner feedback and to ensure that our policy continues to meet the evolving needs of the Company. In the event of a financial restatement (whether or not this involves misconduct on the part of the employee) or a recalculation of a financial metric affecting an award, the Company has the right to recover from any employee (including our NEOs) annual incentive payments and gains realized from vested long-term incentive awards. Clawbacks of annual and long-term incentive awards and compensation realized from prior awards also may be triggered by violations of our Code of Conduct, failure to meet employee health and safety standards, violations of post-employment restrictive covenants or the exposure of RTX to excessive risk as determined under our Enterprise Risk Management program (for details on this program refer to pages 27-28)28-29). In addition, the Company has the right to recover compensation when an executive’s negligence (including negligent supervision of a subordinate) causes significant harm to RTX. If required or otherwise appropriate, the Company may publicly disclose the circumstances surrounding the Committee’s decision to seek recoupment. Our Clawback Policy can be found inon the Corporate Governance sectionpage of our website at www.rtx.com/our-company/corporate-governance#Governance-Documents-and-Policies. Prohibitions on Certain Transactions Involving RTX Stock RTX does not allow its directors, officers or executives to enter into short sales of RTX Common Stock. Similarly, directors and executive officers may not pledge or assign an interest in RTX Common Stock 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 are also prohibited, whether or not those securities were granted to or held, directly or indirectly, by the director, officer or employee. Also, RTX’s LTIP generally prohibits buyouts/repricing of underwater stock options and stock appreciation rights without shareowner approval. Employment Agreements As a general matter, the Committee does not believe that fixed-term executive employment contracts guaranteeing minimum levels of compensation over multiple years enhance shareowner value. Accordingly, the vast majority of our U.S.-based executives do not have such contracts. However, in rare cases involving mergers and acquisitions, the Committee has found such contracts to be in the Company’s best interests. When the Merger agreement between UTC and RTN was signed in 2019, the Company executed limited-duration employment agreements with Messrs. Hayes and Kennedy that became effective upon the Merger in April 2020. These agreements outline the leadership succession plan for RTX following the Merger (as described on pages 78-79). Mr. Kennedy’s agreement terminated with his retirement in June 2021, and Mr. Hayes’ agreement will expire on the third anniversary of the Merger. We also enter into employment agreements with executives based outside the United States when local regulations and practices require such agreements. Tax Deductibility of Incentive Compensation As a general matter, while the Committee considers corporate tax deductibility as one of several relevant factors in determining compensation, it retains the flexibility to design and maintain executive compensation arrangements that it believes will attract and retain executive talent, even if such compensation is not deductible by the Company for federal income tax purposes. For 2020, Internal Revenue Code2021, IRC Section 162(m) limited RTX’s deduction to $1 million for annual compensation paid to our NEOs, as defined in IRC Section 162(m). 64RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT69 Table of Contents Report of the Human Capital & Compensation Committee        Report of the Compensation Committee The Human Capital & Compensation Committee establishes and oversees the design and function of RTX’s executive compensation program. We have reviewed and discussed the foregoing Compensation Discussion and Analysis with the management of the Company and have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in RTX’s Proxy Statement for the 2022 Annual Meeting.   TheHuman Capital & Compensation Committee establishes and oversees the design and function of RTX’s executive compensation program. We have reviewed and discussed the foregoing Compensation Discussion and Analysis with the management of the Company and have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in RTX’s Proxy Statement for the 2021 Annual Meeting. Compensation Committee Tracy A. Atkinson, Chair Denise L. Ramos Brian C. Rogers Dinesh C. Paliwal Fredric G. Reynolds James A. Winnefeld, Jr. 70RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT65 Table of Contents Compensation Tables Compensation Tables Summary Compensation Table                                 Year Salary ($)(1) Bonus ($)(2) Stock Awards ($)(3) Option Awards ($)(4) Change in Pension Value and Nonqualified Deferred Compensation  Earnings ($)(5) All Other Compensation ($)(6) Total ($) Total Without Change in Pension Value ($)       Salary ($)(1)       Bonus ($)(2)       Stock Awards ($)(3)       Option Awards ($)(4)       Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5)       All Other Compensation ($)(6)       Total ($)       Total Without Change in Pension Value ($)   Gregory J. Hayes President & Chief Executive Officer Gregory J. Hayes Chairman & Chief Executive Officer Gregory J. Hayes Chairman & Chief Executive Officer 2021   $1,600,000   $4,992,000   $11,740,098   $2,815,812   $1,522,891   $645,262   $23,316,063   $21,802,923 2020 $1,413,333 $2,500,000(7) $7,417,686 $7,178,289 $1,573,784 $887,798 $20,970,890 $19,407,572   $1,413,333   $2,500,000   $7,417,686   $7,178,289   $1,573,784   $887,798   $20,970,890   $19,407,572 2019 $1,600,000 $4,200,000 $6,816,740 $6,535,560 $2,071,748 $314,799 $21,538,847 $19,478,590   $1,600,000   $4,200,000   $6,816,740   $6,535,560   $2,071,748   $314,799   $21,538,847   $19,478,590 2018 $1,575,000 $3,500,000 $8,878,810 $3,165,260 $829,344 $469,901 $18,418,315 $17,599,694 Anthony F. O’Brien III Executive Vice President & Chief Financial Officer(8) 2020 $609,139 $1,000,000 $2,049,975 $0 $2,418,992 $73,380 $6,151,486 $3,732,494 Robert K. Ortberg Special Advisor to the Office of the CEO(9) Neil G. Mitchill, Jr. Executive Vice President & Chief Financial Officer(7) Neil G. Mitchill, Jr. Executive Vice President & Chief Financial Officer(7) 2021   $760,606   $1,200,000   $2,424,908   $584,773   $0   $165,108   $5,135,395   $5,135,395 2020 $1,140,192 $1,600,000 $3,082,632 $2,978,911 $208,385 $374,562 $9,384,682 $9,176,297   $612,083   $500,000   $886,283   $841,522   $0   $159,526   $2,999,414   $2,999,414 2019 $1,210,000 $2,200,000 $3,149,804 $3,013,280 $231,486 $356,873 $10,161,443 $9,929,957   $591,667   $700,000   $1,588,229   $559,900   $0   $145,664   $3,585,460   $3,585,460 2018 $112,240 $140,300 $9,875,022 $0 $30,107 $147,381 $10,305,050 $10,274,943 Michael R. Dumais Executive Vice President, Chief Transformation Officer(10) Michael R. Dumais Executive Vice President, Chief Transformation Officer(8) Michael R. Dumais Executive Vice President, Chief Transformation Officer(8) 2021   $872,500   $1,200,000   $2,833,966   $679,572   $0   $478,062   $6,064,100   $6,064,100 2020 $800,417 $900,000 $1,723,436 $1,663,314 $524,320 $660,402 $6,271,889 $5,747,569   $800,417   $900,000   $1,723,436   $1,663,314   $524,320   $660,402   $6,271,889   $5,747,569 Stephen J. Timm President, Collins Aerospace(11) Christopher T. Calio Chief Operating Officer(9) Christopher T. Calio Chief Operating Officer(9) 2021   $723,083   $1,200,000   $2,833,966   $679,572   $0   $209,797   $5,646,418   $5,646,418 Stephen J. Timm President, Collins Aerospace Stephen J. Timm President, Collins Aerospace 2021   $718,500   $1,200,000   $2,833,966   $679,572   $0   $176,193   $5,608,231   $5,608,231 2020 $613,447 $600,000 $2,358,302 $1,282,991 $55,427 $435,300 $5,345,467 $5,290,040   $613,447   $600,000   $2,358,302   $1,282,991   $55,427   $435,300   $5,345,467   $5,290,040 Neil G. Mitchill, Jr. Corporate Vice President, Financial, Planning & Analysis & Investor Relations(12) Thomas A. Kennedy Former Executive Chairman(10) Thomas A. Kennedy Former Executive Chairman(10) 2021   $663,757   $1,283,350   $12,171,526   $3,161,246   $6,754,258   $489,615   $24,523,752   $17,769,494 Anthony F. O’Brien III Former Executive Vice President & Chief Financial Officer(11) Anthony F. O’Brien III Former Executive Vice President & Chief Financial Officer(11) 2021   $254,449   $0   $3,238,924   $777,096   $2,014,431   $4,733,283   $11,018,183   $9,003,752 2020 $612,083 $500,000 $886,283 $841,522 $0 $159,526 $2,999,414   $609,139   $1,000,000   $2,049,975   $0   $2,418,992   $73,380   $6,151,486   $3,732,494 2019 $591,667 $700,000 $1,588,229 $559,900 $0 $145,664 $3,585,460 Charles D. Gill, Jr. Former Executive Vice President & General Counsel(13) 2020 $343,125 $0 $101,363 $203,110 $2,994,959 $5,809,962 $9,452,519 $6,457,560 (1) Salary. Incorporates the 10% temporaryIncludes reduction in base salary reduction the Company instituted for the period between JuneMessrs. Calio and December for Collins Aerospace,Timm associated with Pratt & Whitney and for Corporate in connection with the COVID-19 pandemic. Mr. Hayes requested the Committee reduce his base salary by 20% for the same period.Collins Aerospace furlough days during 2021. (2) Bonus. Annual incentive awards provided under the Raytheon Technologies Corporation Executive Annual Executive Incentive Compensation Plan (formerly the UTC Annual Executive Incentive Compensation Plan) are primarily based on measured performance against pre-established financial goals and Corporate Responsibility Scorecard objectives (as detailed on pages 48-52)47-51). However, the Committee retains discretion to adjust annual incentive award amounts based on its assessment of overall performance. Consequently, we report annual incentive awards in the Bonus column rather than in thea Non-Equity Incentive Plan Compensation column. (3) Stock Awards. Amounts shown include the grant date fair value of RSUs and PSUs granted in 20202021 under the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, (the “RTXas amended and restated (“RTX LTIP”), formerly the UTC 2018 Long-Term Incentive Plan. Additionally, amounts shown also include the incremental fair value resulting from the conversion of outstanding unvested UTC RSUs and PSUs into unvested RTX RSUs upon the Spinoffs of Carrier and Otis, and for Mr. O’Brien, the incremental fair value resulting from the conversion of outstanding unvested RTN restricted stock awards (“RSAs”) and PSUs into RTX RSAs and RSUs, respectively, upon the Merger. Pursuant to accounting guidance prescribed under FASB ASC Topic 718, the conversion resulted in a grant modification, which in accordance with SEC rules is reportable as compensation. The incremental fair value is determined by comparing the aggregate fair value of the outstanding awards immediately before and after the modification.. The assumptions made in calculating the fair value of these awards are set forth in Note 21: Stock Based Compensation, to the Consolidated Financial Statements in RTX’s 20202021 Annual Report on Form 10-K (“20202021 Form 10-K”). The following table separatesAdditionally, for Mr. Kennedy, the amounts shown also include incremental fair value of $3,670,352 resulting from a grant modification to certain unvested stock awards in connection with his retirement from the Company. See footnote (7) on page 69 for additional details. For the 2021 PSUs, if the highest level of performance is achieved for all performance metrics, the grant date fair value of RSUs granted during 2020values would be: Mr. Hayes, $12,848,441; Mr. Mitchill, $2,215,957; Mr. Dumais, $3,101,311; Mr. Calio, $3,101,311; Mr. Timm, $3,101,311; Mr. Kennedy, $9,303,933; and the incremental fair value attributable to the conversion of stock awards upon the Spinoffs and Merger, both calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures.Mr. O’Brien, $3,544,508.   66    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT71 Table of Contents COMPENSATION TABLES | SUMMARY COMPENSATION TABLE Name Grant Date Fair Value of Stock Awards Granted in 2020 Incremental Fair Value of All Unvested Stock Awards from the Spinoffs or Merger Conversions Gregory J. Hayes $7,038,000 $379,686 Anthony F. O’Brien III $1,932,912 $117,063 Robert K. Ortberg $3,014,100 $68,532 Michael R. Dumais $1,626,676 $96,760 Stephen J. Timm $2,355,847 $2,455 Neil G. Mitchill, Jr. $856,800 $29,483 Charles D. Gill, Jr. $0 $101,363 (4) Option Awards. Amounts shown include the grant date fair value of SARs granted under the RTX LTIP during 2020 to legacy UTC NEOs. Additionally, the amounts shown also include the incremental fair value resulting from the conversion of outstanding unvested UTC SARs into unvested RTX SARs upon the Spinoffs of Carrier and Otis. Pursuant to accounting guidance prescribed under FASB ASC Topic 718, the conversion resulted in a grant modification, which in accordance with SEC rules is reportable as compensation. The incremental fair value for unvested SARs is determined by comparing the aggregate fair value of the SARs immediately before and after the modification.2021. The assumptions made in the valuation of these awards are set forth in Note 21: Stock Based Compensation, to the Consolidated Financial Statements in RTX’s 20202021 Form 10-K. The following table separatesFor Mr. Kennedy, the grant dateamounts shown also include an incremental fair value of $1,122,530 resulting from a grant modification to his 2021 SARs granted during 2020 andin connection with his retirement from the incremental fair value attributable to the conversion of SARs upon the Spinoffs, calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures.Company. See footnote (7) on page 69 for additional details. Name Grant Date Fair Value of Option Awards Granted in 2020 Incremental Fair Value of All Unvested Option Awards from the Spinoff Conversion Gregory J. Hayes $5,974,650 $1,203,639 Anthony F. O’Brien III $0 $0 Robert K. Ortberg $2,553,870 $425,041 Michael R. Dumais $1,386,500 $276,814 Stephen J. Timm $1,171,500 $111,491 Neil G. Mitchill, Jr. $726,330 $115,192 Charles D. Gill, Jr. $0 $203,110 (5) Change in Pension Value and Nonqualified Deferred Compensation Earnings. The amounts in this column reflect the change (if any) in the year-over-year actuarial present value of each NEO’s accrued benefit under the Company’s defined benefit plans and above-market earnings (if any) under the Company’s deferred compensation plans. In accordance with SEC rules, values shown for Mr. O’Brien represent theMessrs. Dumais (-$51,593), Calio (-$6,176) and Timm (-$14,015) all had a negative change in actuarial present value of their pension benefits from April 3, 2020 (the date of the Merger) toprior year; however per SEC rules, the end of the year.values shown in this column are zero. The legacy UTC pension plans were closed to new participants on January 1, 2010, and were frozen forclosed to all participants effective December 31, 2019. As a result, for the legacy UTC NEOs,Messrs. Hayes, Dumais, Calio and Timm, the change in pension value is entirely attributable to year-over-year changes in pension plan actuarial assumptions. The legacy RTN pension plans were closed to new participants on January 1, 2007;2007. However, since Mr.Messrs. Kennedy and O’Brien waswere hired prior to this date, he continuesthey continued to accrue benefits under these pension plans.plans until their separation from the Company. Actuarial value computations are based on the assumptions established in accordance with FASB ASC Topic 715 and discussed in Note 11: Employee Benefit Plans, to the Consolidated Financial Statements in RTX’s 20202021 Form 10-K. RTX’s deferred compensation plans do not provide above-market rates of return. However, an above-market interest rate is paid under the frozen Sundstrand Corporation Deferred Compensation Plan, which was assumed by the Company upon its acquisition of Sundstrand Corporation in 1999. Mr. Hayes accrued $10,466$9,751 in above-market earnings under this plan in 2020.2021. (6) All Other Compensation. The 20202021 amounts in this column consist of the following items:items shown in the chart below. See page 61 for details on changes to executive perquisites.     Company     Personal   Contributions     Use of   to Defined   Cash from     Corporate Leased Insurance Contribution   Relocation Financial Health Equity Spousal     Name Aircraft(a) Vehicle(b) Premiums(c) Plans(d) Severance(e) Benefits(f) Planning(g) Benefits(h) Conversion(i) Travel(j) Misc.(k) Total       Personal Use of Corporate Aircraft(a)       Company Car(b)       Insurance Premiums(c)       Company Contributions to Defined Contribution Plans(d)       Payments upon Termination of Employment(e)       Relocation Benefits(f)       Financial Planning(g)       Health Benefits(h)       Industry Club (i)       Misc.(j)       Total G. Hayes $143,436 $34,281 $0 $672,800 $0 $17,408 $16,977 $348 $2,548 $887,798   $87,418   $38,257   $0   $475,600   $0   $0   $15,498   $21,383   $0   $7,106   $645,262 N. Mitchill, Jr.   $1,462   $25,349   $0   $108,412   $0   $0   $0   $23,368   $0   $6,517   $165,108 M. Dumais   $0   $33,550   $71,867   $205,610   $0   $127,500   $16,000   $20,633   $0   $2,902   $478,062 C. Calio   $1,462   $28,047   $0   $141,775   $0   $0   $0   $26,720   $8,000   $3,793   $209,797 S. Timm   $0   $22,673   $0   $121,275   $0   $0   $3,602   $18,972   $8,374   $1,297   $176,193 T. Kennedy   $133,165   $584   $1,586   $155,272   $136,307   $0   $15,000   $39,019   $8,000   $682   $489,615 A. O’Brien III $0 $18,045 $27,652 $0 $6,014 $19,940 $0 $1,729 $73,380   $0   $0   $16,112   $53,397   $4,632,398   $0   $10,000   $21,141   $0   $235   $4,733,283 R. Ortberg $0 $22,544 $0 $314,545 $0 $16,000 $15,896 $3,726 $83 $1,768 $374,562 M. Dumais $0 $27,840 $71,867 $237,800 $0 $283,334 $16,000 $16,807 $4,475 $720 $1,559 $660,402 S. Timm $0 $7,108 $0 $67,470 $0 $342,830 $437 $14,504 $803 $173 $1,975 $435,300 N. Mitchill, Jr. $0 $20,421 $0 $116,100 $0 $19,807 $1,420 $218 $1,560 $159,526 C. Gill, Jr. $0 $21,306 $18,206 $190,603 $5,521,500 $0 $16,000 $20,881 $4,882 $15,025 $1,559 $5,809,962 (a) Incremental variable operating costs incurred for personal air travel, which includes fuel (calculated on the basis of aircraft-specific average consumption rates and fleet average fuel costs), fleet average landing and handling fees, additional crew lodging and meal allowances, and catering and hourly maintenance contract charges, when applicable. Because fleet-wide aircraft utilization is primarily for business purposes, capital and other fixed expenditures are not treated as an incremental cost. (b) Annual costs incurred by the Company in connection with a leased vehicle provided to the executive.legacy UTC executives. This benefit program will be closed by mid-2023. For Mr.Messrs. Hayes and Kennedy this also includesincluded personal use of a company-provided car and driver.driver used for security purposes. (c) Reflects premiums paid on behalf of Messrs. O’Brien, Dumais and Gill on executive life insurance policies. Legacy UTC eliminated this benefit prospectively for ELG members appointed after January 31, 2015; however, Mr. Dumais and Mr. Gill still maintain policies. For Mr. O’Brien, amounts represent Company-paid insurance premiums for senior executive life and excess liability insurance policies. Individual life insurance policies have been prospectively eliminated for legacy UTC executives effective January 31, 2015; however, Mr. Dumais still maintains a policy. Legacy RTN split dollar life insurance policies have been prospectively eliminated effective upon the Merger; however, Messrs. Kennedy, and O’Brien still maintain a policy. Legacy RTN excess liability insurance policies will be eliminated for all executives effective April 1, 2022. 72RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION TABLES | GRANTS OF PLAN-BASED AWARDS (d) Amounts represent the total Company contributions to qualified 401(k) and nonqualified defined contribution plans applicable to each NEO. AsSince the legacy UTC pension plans were closed to new participants on January 1, 2010 and were frozen for all participants effective December 31, 2019, our legacy UTC NEOs accrue new retirement benefits only under the legacy UTC defined contribution plans. For further details on the legacy UTC and RTN qualified and nonqualified defined contribution plans, refer to pages 64-6560 and 76-77 of this Proxy Statement. (e) Reflects severance paymentall required payments made to Mr. Gill in connection withO’Brien, pursuant to the terms of his May 15, 2020 separation fromRaytheon Company Change-in-Control Severance Agreement and the Raytheon Company and in accordance with the United Technologies Corporation MergerEnhanced Severance Plan for Corporate Office ExecutivesSenior Leadership Team Members. Also includes the value of payments made to Messrs. Kennedy and Other Key Employees.O’Brien following termination of employment for accrued (and unused) paid time off. (f) Costs associated with relocation, including tax reimbursement payments of $50,702 for Mr. Timm.Dumais’ relocation. (g) Costs associated with athe financial planning benefit available to our NEOs. Starting in 2022, the annual financial planning allowance will be reduced to $13,500 for all NEOs. (h) Costs associated with annual executive physicals and Company-covered healthcare benefits. Starting in 2022, the annual executive physical benefit will be capped at $5,000 for all NEOs. (i) Reflects cash payments made in connectionCosts associated with the conversion of LTI awards upon the Spinoffs of Carriermembership and Otis to compensate employeesmeeting attendance fees for any lost intrinsic value due to rounding, in accordance with the terms of the Employee Matters Agreement, as amended.an Aerospace & Defense industry club. (j) Travel costs associated with an NEO’s spouse attending Company-related events at the Company’s request. (k) Costs related to home security monitoring employee giftsfor Mr. Hayes’ personal residence, as well as costs associated with a spouse joining executives at business events, employee gifts, executive use of Company-provided tickets for sporting events and other miscellaneous items, including a tax reimbursement payment of $656 for$381 to Mr. Kennedy, and $235 to Mr. O’Brien. (7) Reflects Mr. Hayes’ request that the Committee reduce his annual incentive award to approximately 81% of target and consider donating the forgone amount ($600,000) to charities impacted by COVID-19. For further details, refer to page 57. (8) Mr. O’Brien was appointed Executive Vice President & Chief Financial Officer, and an executive officer of the Company, upon the Merger on April 3, 2020. In accordance with SEC rules, all compensation shown reflects amounts earned, accrued or granted between April 3, 2020 and December 31, 2020. (9) Mr. Ortberg served in the role of Chief Executive Officer of Collins Aerospace until February 7, 2020 at which point he transitioned to the role of Special Advisor to the Office of the CEO. Upon the Merger, Mr. Ortberg was appointed to the Company’s Board of Directors. Effective February 28, 2021, Mr. Ortberg retired as an employee of the Company, but he continues to serve on the Company’s Board of Directors. (10) Mr. Dumais served in the role of Executive Vice President, Operations & Strategy until the Merger, at which point he transitioned to the role of Executive Vice President, Corporate Strategy & Development. On January 11, 2021, Mr. Dumais was appointed Executive Vice President, Chief Transformation Officer. (11) Mr. Timm served as President of Collins Aerospace’s Avionics division until February 15, 2020, at which point he was appointed to the role of President, Collins Aerospace. (12) Mr. Mitchill served in the role of Acting Senior Vice President & Chief Financial Officer (and an executive officer) until the Merger, at which point he transitioned to the role of Corporate Vice President, Financial Planning & Analysis and Investor Relations. (13) Mr. Gill served asRelations until April 7, 2021, when he was appointed Executive Vice President & General CounselChief Financial Officer. (8) Mr. Dumais served in the role of UTCExecutive Vice President, Corporate Strategy & Development until January 11, 2021, when he was appointed Executive Vice President, Chief Transformation Officer. (9) Mr. Calio served in the Merger. role of President, Pratt & Whitney until March 1, 2022, when he was appointed to the role of Chief Operating Officer. (10) Mr. Gill separatedKennedy served in the role of Executive Chairman until his retirement from the Company on May 15, 2020.June 1, 2021. (11) Mr. O’Brien served in the role of Executive Vice President & Chief Financial Officer until his departure from the Company on April 7, 2021. Grants of Plan-Based Awards       All Other         All Other Option Awards:         Stock Awards: Number of   Grant Date Fair     Number of Securities Exercise or Base Value of Stock     Shares of Stock Underlying Price of Option and Option Grant Date Approval Date or Units (#)(1) Options (#)(2) Awards ($/Sh)(3) Awards ($)(4)             G. Hayes           2/4/2020 1/31/20 - 255,000 $153.00 $5,974,650 2/4/2020 1/31/20 46,000 - - $7,038,000 4/3/2020(5) - - - - $1,203,639 4/3/2020(6) - - - - $379,686             A. O’Brien III           4/3/2020(6) - - - - $117,063 12/16/2020(7) 12/6/20 27,390 - - $1,932,912             R. Ortberg           2/4/2020 1/31/20 - 109,000 $153.00 $2,553,870 2/4/2020 1/31/20 19,700 - - $3,014,100 4/3/2020(5) - - - - $425,041 4/3/2020(6) - - - - $68,532   RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    7367 Table of Contents COMPENSATION TABLES | GRANTS OF PLAN-BASED AWARDS Grants of Plan-Based Awards       All Other         All Other Option Awards:         Stock Awards: Number of   Grant Date Fair     Number of Securities Exercise or Base Value of Stock     Shares of Stock Underlying Price of Option and Option Grant Date Approval Date or Units (#)(1) Options (#)(2) Awards ($/Sh)(3) Awards ($)(4)             M. Dumais           2/14/2020 1/31/20 - 59,000 $153.46 $1,386,500 2/14/2020 1/31/20 10,600 - - $1,626,676 4/3/2020(5) - - - - $276,814 4/3/2020(6) - - - - $96,760             S. Timm           2/4/2020 1/31/20 - 50,000 $153.00 $1,171,500 2/4/2020 1/31/20 9,000 - - $1,377,000 2/20/2020(7) 1/31/20 6,530 - - $978,847 4/3/2020(5) - - - - $111,491 4/3/2020(6) - - - - $2,455             N. Mitchill, Jr.           2/4/2020 1/31/20 - 31,000 $153.00 $726,330 2/4/2020 1/31/20 5,600 - - $856,800 4/3/2020(5) - - - - $115,192 4/3/2020(6) - - - - $29,483             C. Gill, Jr.           4/3/2020(5) - - - - $203,110 4/3/2020(6) - - - - $101,363                                           Estimated Future Payouts under Equity Incentive Plan Awards(1)   All Other Stock Awards:   All Other Option Awards: Number of       Grant Date Fair Grant Date       Approval Date       Threshold (#)       Target (#)       Maximum (#)       Number of Shares of Stock or Units (#)(2)       Securities Underlying Options (#)(3)       Exercise or Base Price of Option Awards ($/Sh)(4)       Value of Stock and Option Awards ($)(5) G. Hayes 2/8/2021   2/5/2021   7,501   120,020   240,040   -   -   -   $8,839,773 2/8/2021   2/5/2021   -   -   -   -   181,900   $72.49   $2,815,812 2/8/2021   2/5/2021   -   -   -   40,010   -   -   $2,900,325 N. Mitchill, Jr. 2/8/2021   2/5/2021   518   8,280   16,560   -   -   -   $609,843 2/8/2021   2/5/2021   -   -   -   -   18,900   $72.49   $292,572 2/8/2021   2/5/2021   -   -   -   8,280   -   -   $600,217 4/26/2021(6)   4/25/2021   695   11,115   22,230   -   -   -   $914,743 4/26/2021(6)   4/25/2021   -   -   -   -   16,900   $81.00   $292,201 4/26/2021(6)   4/25/2021   -   -   -   3,705   -   -   $300,105 M. Dumais 2/8/2021   2/5/2021   1,811   28,970   57,940   -   -   -   $2,133,713 2/8/2021   2/5/2021   -   -   -   -   43,900   $72.49   $679,572 2/8/2021   2/5/2021   -   -   -   9,660   -   -   $700,253 C. Calio 2/8/2021   2/5/2021   1,811   28,970   57,940   -   -   -   $2,133,713 2/8/2021   2/5/2021   -   -   -   -   43,900   $72.49   $679,572 2/8/2021   2/5/2021   -   -   -   9,660   -   -   $700,253 S. Timm 2/8/2021   2/5/2021   1,811   28,970   57,940   -   -   -   $2,133,713 2/8/2021   2/5/2021   -   -   -   -   43,900   $72.49   $679,572 2/8/2021   2/5/2021   -   -   -   9,660   -   -   $700,253 T. Kennedy 2/8/2021   2/5/2021   5,432   86,910   173,820   -   -   -   $6,401,139 2/8/2021   2/5/2021   -   -   -   -   131,700   $72.49   $2,038,716 2/8/2021   2/5/2021   -   -   -   28,970   -   -   $2,100,035 5/24/2021(7)   4/25/2021   -   -   -   -   -   -   $4,792,881 A. O’Brien III 2/8/2021   2/5/2021   2,069   33,110   66,220   -   -   -   $2,438,634 2/8/2021   2/5/2021   -   -   -   -   50,200   $72.49   $777,096 2/8/2021   2/5/2021   -   -   -   11,040   -   -   $800,290 (1) Reflects the number of PSUs granted under the RTX LTIP during 2021, which vest based on Company performance relative to four performance metrics and the executive’s continued employment, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. Vesting occurs following the three-year performance period with payouts ranging from 6.25%, if threshold performance is achieved for one metric only, to a maximum payout of 200%, if maximum performance is achieved for all four metrics. If RTX’s three-year TSR is negative, the payout for each TSR portion of the award is capped at 100%, regardless of RTX’s performance relative to the S&P 500 and our Core A&D Peers. Unvested PSUs do not earn dividend equivalents. Vested PSUs are settled in unrestricted shares of RTX Common Stock at the end of the performance period following the Committee’s review and approval of performance achievement levels. 68    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION TABLES | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END (2) Reflects the number of RSUs granted under the RTX LTIP during 2020.2021. RSUs (except ELG RSUs as detailed in footnote (7) below) vest three years from the grant date, subject to the executive’s continued employment, orexcept in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. Each RSU corresponds to one share of the Company’sRTX Common Stock. When RTX pays a dividend to shareowners, RSUs earn dividend equivalents that are reinvested as additional RSUs during the vesting period. The reinvested RSUs vest on the same date as the underlying RSUs. For the legacy UTC NEOs, the amounts shownVested RSUs are settled in this table reflect the original RSU awards granted prior to the Spinoffsunrestricted shares of Carrier and Otis that occurred on April 3, 2020. Upon the Spinoffs, these unvested UTC RSUs were adjusted and converted into unvested RTX RSUs. As a result, following the Spinoff conversion, the following 2020 RSU awards are held by legacy UTC NEOs: Mr. Hayes (77,577), Mr. Ortberg (33,223), Mr. Dumais (17,876), Mr. Timm (26,189) and Mr. Mitchill (9,444). For additional information about the Spinoff conversion, refer to pages 54-55 and 71-72.Common Stock. (2)(3) Reflects the number of SARs granted under the RTX LTIP during 2020,2021, which vest and become exercisable three years from the grant date, subject to the executive’s continued employment, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. The amounts shownExercised SARs are settled in this table reflect the original SAR awards granted prior to the Spinoffsunrestricted shares of Carrier and Otis that occurred on April 3, 2020. Upon the Spinoffs, these unvested UTC SARs were adjusted and converted into unvested RTX SARs. As a result, following the conversion, the following 2020 SAR awards are held by legacy UTC NEOs: Mr. Hayes (430,050), Mr. Ortberg (183,825), Mr. Dumais (99,501), Mr. Timm (84,323) and Mr. Mitchill (52,280). Exercise prices were also adjusted, as detailed in footnote (3). For additional information about the Spinoff conversion, refer to pages 54-55 and 72.Common Stock. (3)(4) The SAR exercise price equals the NYSE closing price of RTX Common Stock on the grant date. The post-Spinoff adjusted exercise prices are $90.73 and $91.00 for the SAR awards granted on February 4, 2020 and February 14, 2020, respectively. (4)(5) Reflects the grant date fair value of awards granted in 2020,2021, with vesting assumed at 100% of target for PSUs. Values are calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures,forfeitures. (6) Following Mr. Mitchill’s appointment to the role of Executive Vice President & Chief Financial Officer in April 2021, the Committee awarded him an incremental 2021 LTI award (comprised of PSUs, RSUs and SARs) to account for his expanded responsibilities and to better align his 2021 LTI award with the market for his new role. The incremental 2021 LTI award has the same terms and conditions and was granted with the same LTI mix as wellthe 2021 LTI award granted on February 8, 2021. (7) Upon Mr. Kennedy’s retirement, the majority of his legacy RTN equity awards that were assumed by RTX in connection with the Merger were eligible to vest or continue vesting by their terms in accordance with retirement vesting provisions that pre-dated the Merger. In recognition of the release of claims agreed to by Mr. Kennedy at the time of his retirement (see page 83 for additional details), and in order to provide Mr. Kennedy with the benefit of the equity award vesting that he generally would have received had there been a need for him to continue service with RTX through the second anniversary of the Merger as originally contemplated per the terms of his employment agreement, the Committee agreed to give Mr. Kennedy retirement vesting treatment for the remainder of his legacy Raytheon Company equity awards and for his 2021 RTX LTI awards. The amounts shown reflects the incremental fair value associatedresulting from this grant modification, pursuant to accounting guidance prescribed under FASB ASC Topic 718, which in accordance with the equity conversion associated with the Spinoffs and Merger,SEC rules is reportable as detailed in footnotes (5) and (6) below and in footnotes (3) and (4) of the Summary Compensation Table on pages 71-72. (5) Reflects thecompensation. The incremental fair value associated withis determined by comparing the conversion of unvested UTC SARs into unvested RTX SARs upon the Spinoffs of Carrier and Otis, as described in detail in footnote (4)aggregate fair value of the Summaryawards immediately before and after the modification. The assumptions made in the valuation of these awards are set forth in Note 21: Stock Based Compensation, Table on page 72.to the Consolidated Financial Statements in RTX’s 2021 Form 10-K. (6) Reflects the incremental fair value associated with the conversion of outstanding UTC RSUs and UTC PSUs into RTX RSUs upon the Spinoffs of Carrier and Otis, and the incremental fair value associated with the conversion of RTN RSAs and RTN PSUs into RTX RSAs and RTX RSUs, respectively, upon the Merger. The effect of the Spinoff and Merger conversion on stock awards is described in footnote (3) of the Summary Compensation Table on pages 71-72. (7) Reflects ELG RSU awards granted to Mr. O’Brien and Mr. Timm in connection with their appointment to the ELG during the year. These awards vest in the event of a qualifying separation (as defined under the ELG program and as detailed on pages 66-67), death or disability. Outstanding Equity Awards at Fiscal Year-End                                     Option Awards   Stock Awards Grant Date       Number of Securities Underlying Unexercised Options (#) (Exercisable)       Number of Securities Underlying Unexercised Options (#) (Unexercisable)       Option Exercise Price ($)(1)       Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested (#)(2)       Market Value of Shares or Units of Stock That Have Not Vested ($)(3)       Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)       Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) G. Hayes 2/8/2021   -   181,900(6)   $72.49   2/7/2031   40,988(8)   $3,527,427   240,040   $20,657,842 2/4/2020   -   430,050(6)   $90.73   2/3/2030   78,408(8)   $6,747,792   -   - 2/5/2019   -   541,357(7)   $71.62   2/4/2029   114,320(9)   $9,838,379   -   - 1/2/2018   271,521   -   $76.00   1/1/2028   -   -   -   - 1/3/2017   128,541   -   $82.35   1/2/2027   -   -   -   - 1/4/2016   224,734   -   $71.01   1/3/2026   -   -   -   - 1/2/2015   140,884   -   $85.47   1/1/2025   -   -   -   - 1/2/2014   60,865   -   $83.58   1/1/2024   -   -   -   - N. Mitchill, Jr. 4/26/2021   -   16,900(6)   $81.00   4/25/2031   3,772(8)   $324,618   22,230   $1,913,114 2/8/2021   -   18,900(6)   $72.49   2/7/2031   8,482(8)   $729,961   16,560   $1,425,154 2/4/2020   -   52,280(6)   $90.73   2/3/2030   9,947(8)   $856,039   -   - 2/5/2019   -   46,377(7)   $71.62   2/4/2029   10,287(9)   $885,299   -   - 2/5/2019   -   -   -   -   15,046(10)   $1,294,859   -   - 1/2/2018   19,394   -   $76.00   1/1/2028   -   -   -   - 2/13/2017   -   -   -   -   17,161(11)   $1,476,876   -   - 1/3/2017   8,938   -   $82.35   1/2/2027   -   -   -   - 1/4/2016   11,236   -   $71.01   1/3/2026   -   -   -   - 1/2/2015   5,873   -   $85.47   1/1/2025   -   -   -   - 9/2/2014   9,023   -   $81.02   9/1/2024   -   -   -   -   74RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT69 Table of Contents COMPENSATION TABLES | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END   Option Awards   Stock Awards Grant Date       Number of Securities Underlying Unexercised Options (#) (Exercisable)       Number of Securities Underlying Unexercised Options (#) (Unexercisable)       Option Exercise Price ($)(1)       Option Expiration Date    Number of Shares or Units of Stock That Have Not Vested (#)(2)       Market Value of Shares or Units of Stock That Have Not Vested ($)(3)       Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)       Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5) M. Dumais 2/8/2021   -   43,900(6)   $72.49   2/7/2031   9,896(8)   $851,650   57,940   $4,986,316 2/14/2020   -   99,501(6)   $91.00   2/13/2030   18,063(8)   $1,554,502   -   - 2/5/2019   -   124,798(7)   $71.62   2/4/2029   26,410(9)   $2,272,845   -   - 2/5/2019   -   -   -   -   15,046(10)   $1,294,859   -   - 1/2/2018   73,361   -   $76.00   1/1/2028   -   -   -   - 1/3/2017   35,327   -   $82.35   1/2/2027   -   -   -   - 1/4/2016   67,250   -   $71.01   1/3/2026   -   -   -   - 1/2/2015   31,496   -   $85.47   1/1/2025   -   -   -   - 1/2/2014   26,814   -   $83.58   1/1/2024   -   -   -   - 8/15/2012   -   -   -   -   28,151(11)   $2,422,675   -   - C. Calio 2/8/2021   -   43,900(6)   $72.49   2/7/2031   9,896(8)   $851,650   57,940   $4,986,316 2/4/2020   -   91,912(6)   $90.73   2/3/2030   17,585(8)   $1,513,365   -   - 2/5/2019   -   54,810(7)   $71.62   2/4/2029   30,083(10)   $2,588,943   -   - 2/5/2019   -   -   -   -   11,933(9)   $1,026,954   -   - 1/2/2018   31,199   -   $76.00   1/1/2028   -   -   -   - 1/18/2017   -   -   -   -   17,161(11)   $1,476,876   -   - 1/3/2017   8,938   -   $82.35   1/2/2027   -   -   -   - 1/4/2016   11,236   -   $71.01   1/3/2026   -   -   -   - 1/2/2015   4,767   -   $85.47   1/1/2025   -   -   -   - 1/2/2014   4,000   -   $83.58   1/1/2024   -   -   -   - 1/2/2013   5,022   -   $62.41   1/1/2023   -   -   -   - S. Timm 2/8/2021   -   43,900(6)   $72.49   2/7/2031   9,896(8)   $851,650   57,940   $4,986,316 2/20/2020   -   -   -   -   11,528(11)   $992,100   -   - 2/4/2020   -   84,323(6)   $90.73   2/3/2030   15,987(8)   $1,375,841   -   - 7/2/2019   -   21,249(12)   $78.25   7/1/2029   -   -   -   - 2/5/2019   -   7,420(7)   $71.62   2/4/2029   2,600(8)   $223,756   -   - 2/5/2019   -   -   -   -   1,895(9)   $163,084   -   - T. Kennedy 2/8/2021   -   131,700(6)   $72.49   2/7/2031   29,678(8)   $2,554,089   173,820   $14,958,949 3/25/2020   -   -   -   -   64,988(13)   $5,592,867   -   - 1/29/2020   -   -   -   -   62,085(14)   $5,343,035   -   - 3/20/2019   -   -   -   -   34,842(13)   $2,998,503   -   - 1/30/2019   -   -   -   -   94,292(14)   $8,114,770   -   - 3/21/2018   -   -   -   -   16,092(13)   $1,384,878   -   -   Outstanding Equity Awards at Fiscal Year-End     Option Awards   Stock Awards Grant Date   Number of Securities Underlying Unexercised Options (#) (Exercisable)   Number of Securities Underlying Unexercised Options (#) (Unexercisable)   Option Exercise Price ($)(1)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(2)                           G. Hayes                         2/4/2020   -   430,050(3)   $90.73   2/3/2030   79,768(5)   $5,704,210 2/5/2019   -   541,357(3)   $71.62   2/4/2029   114,320(6)   $8,175,023 1/2/2018   -   -   -   -   93,244(6)   $6,667,878 1/2/2018   -   271,521(4)   $76.00   1/1/2028   35,341(5)   $2,527,235 1/3/2017   128,541   -   $82.35   1/2/2027   -   - 1/4/2016   224,734   -   $71.01   1/3/2026   -   - 1/2/2015   140,884   -   $85.47   1/1/2025   -   - 1/2/2014   60,865   -   $83.58   1/1/2024   -   -                           A. O’Brien III                         12/16/2020   -   -   -   -   27,390(7)   $1,958,659 3/25/2020   -   -   -   -   20,964(8)   $1,499,136 1/29/2020   -   -   -   -   19,413(9)   $1,388,224 3/20/2019   -   -   -   -   16,860(8)   $1,205,659 1/30/2019   -   -   -   -   29,487(9)   $2,108,615 3/21/2018   -   -   -   -   10,936(8)   $782,033 1/24/2018   -   -   -   -   27,310(9)   $1,952,938                           R. Ortberg                         2/4/2020   -   183,825(3)   $90.73   2/3/2030   34,161(5)   $2,442,853 2/5/2019   -   249,597(3)   $71.62   2/4/2029   53,083(6)   $3,795,965 12/3/2018   -   -   -   -   136,389(10)   $9,753,177                           M. Dumais                         2/14/2020   -   99,501(3)   $91.00   2/13/2030   18,381(5)   $1,314,425 2/5/2019   -   124,798(3)   $71.62   2/4/2029   26,410(6)   $1,888,579 2/5/2019   -   -   -   -   14,687(11)   $1,050,267 1/2/2018   -   73,361(4)   $76.00   1/1/2028   25,184(6)   $1,800,908 1/2/2018   -   -   -   -   9,604(5)   $686,782 5/1/2017   -   -   -   -   7,755(12)   $554,560 1/3/2017   35,327       $82.35   1/2/2027   -   - 1/4/2016   67,250   -   $71.01   1/3/2026   -   - 1/2/2015   31,496       $85.47   1/1/2025   -   - 1/2/2014   26,814   -   $83.58   1/1/2024   -   - 1/2/2013   34,476   -   $62.41   1/1/2023   -   - 8/15/2012   -   -   -   -   27,479(7)   $1,965,023 70    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT75 Table of Contents COMPENSATION TABLES | OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END     Option Awards   Stock Awards Grant Date   Number of Securities Underlying Unexercised Options (#) (Exercisable)   Number of Securities Underlying Unexercised Options (#) (Unexercisable)   Option Exercise Price ($)(1)   Option Expiration Date   Number of Shares or Units of Stock That Have Not Vested (#)   Market Value of Shares or Units of Stock That Have Not Vested ($)(2)                           S. Timm                         2/20/2020   -   -   -   -   11,253(7)   $804,702 2/4/2020   -   84,323(3)   $90.73   2/3/2030   15,605(5)   $1,115,914 7/2/2019   -   21,249(13)   $78.25   7/1/2029   -   - 2/5/2019   -   7,420(3)   $71.62   2/4/2029   2,538(5)   $181,492 2/5/2019   -   -   -   -   1,895(6)   $135,511                           N. Mitchill, Jr.                         2/4/2020   -   52,280(3)   $90.73   2/3/2030   9,709(5)   $694,291 2/5/2019   -   46,377(3)   $71.62   2/4/2029   10,287(6)   $735,623 2/5/2019   -   -   -   -   14,687(11)   $1,050,267 1/2/2018   -   19,394(4)   $76.00   1/1/2028   7,024(6)   $502,286 1/2/2018   -   -   -   -   2,536(5)   $181,349 2/13/2017   -   -   -   -   16,752(7)   $1,197,936 1/3/2017   8,938       $82.35   1/2/2027   -   - 1/4/2016   11,236   -   $71.01   1/3/2026   -   - 1/2/2015   5,873   -   $85.47   1/1/2025   -   - 9/2/2014   9,023   -   $81.02   9/1/2024   -   -                           C. Gill, Jr.                         2/5/2019   141,663   -   $71.62   2/4/2029   29,960(6)   $2,142,440 1/2/2018   73,361   -   $76.00   1/1/2028   25,186(6)   $1,801,051 1/3/2017   35,327   -   $82.35   1/2/2027   -   - 1/4/2016   73,209   -   $71.01   1/3/2026   -   - 1/2/2015   54,906   -   $85.47   1/1/2025   -   - 1/2/2014   42,989   -   $83.58   1/1/2024   -   - 1/2/2013   46,606   -   $62.41   1/1/2023   -   - (1) The exercise price of each SAR is set equal to the NYSE closing price of RTX Common Stock on the grant date. However, for SARs granted prior to April 3, 2020, exercise prices shown were adjusted upon the Spinoffsspinoffs of Carrier and Otis, in accordance with plan rules and the Employee Matters Agreement, as amended. (2) RSUs, including any legacy UTC and RTN RSUs and PSUs that were converted to RTX RSUs upon the April 3, 2020 spinoffs of Carrier and Otis and the Merger. (3) Calculated by multiplying the number of unvested RSUs and RSAs by $71.51,$86.06, the NYSE closing price of RTX Common Stock on the last trading day of 2020.2021. (3)(4) Reflects PSUs scheduled to vest following the three-year performance/time-based vesting period, subject to Company performance relative to pre-established performance goals and the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. PSUs are settled following the Committee’s certification of performance achievement levels. Pursuant to SEC rules, the number of shares shown with respect to PSU awards granted in 2021 assumes maximum-level performance, based on vesting estimates as of December 31, 2021. (5) Calculated by multiplying the number of unvested PSUs by $86.06, the NYSE closing price of RTX Common Stock on the last trading day of 2021. (6) SARs scheduled to vest on the third anniversary of the grant date, subject to the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. (4)(7) Reflects SARs that vested on January 2, 2021.February 5, 2022. (5)(8) Reflects RSUs scheduled to vest on the third anniversary of the grant date, subject to the executive’s continued employment with the Company, except in the case of death, disability, qualifying separation within two years of a change-in-control, retirement and certain involuntary terminations. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. RSUs granted on January 2, 2018February 5, 2019 vested on January 2, 2021.February 5, 2022. (6)(9) 2019 and 2018 UTC PSUs that converted to RTX RSUs upon the Spinoffsspinoffs of Carrier and Otis on April 3, 2020.2020 and vested on February 5, 2022. Performance was measured upon the Spinoffsspinoffs and a performance factor was applied to the pre-Spinoffpre-spinoff portion of the award, with target performance applied to the post-Spinoffpost-spinoff portion of eachthe award in calculating the conversion. These awards will remain eligibleconversion to vest on the original vesting date, subject to the executive’s continued employment. Legacy UTC awards granted on January 2, 2018RTX RSUs. (10) Retention RSU award that vested on January 2, 2021.February 5, 2022. 76RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION TABLES  |  Outstanding Equity Awards at Fiscal Year-End (7)(11) ELG RSUs granted upon the executive’s appointment to the ELG, which vest in the event of a qualifying separation (as defined under the ELG program and detailed on pages 66-67)62-63), death or disability. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. (8)(12) Retention SAR award that will vest on July 2, 2022, subject to continued employment or upon death, disability or qualifying separation within two years of a change-in-control. (13) RTN RSAsRSUs originally granted under the legacy RTN 2019 and 2010 Stock Plans that were converted to RTX RSAsRSUs on April 3, 2020 (the closing date of the Merger), in accordance with the terms of the Merger Agreement. These RSA awardsRSUs were awarded to employees who, at the time of grant had met certain retirement conditions (i.e., age 60 or greater and 10 or more years of service). These RSUs vest in three annual installments on the second, third and fourth anniversaries of theirthe grant dates subject to continued employment, except in the case of death, disability, qualifying separation within two years of a change-in-control and certain involuntary terminations. RSAs pay cash dividends during the vesting period. Under the terms of these awards, upon Mr. Kennedy’s retirement from the Company, the awards continue to vest into retirement, subject to his compliance with certain post-employment restrictive covenants, including a non-competition covenant. (9)(14) RTN PSUs originally granted under the legacy RTN 2019 and 2010 Stock Plans that were converted to RTX RSUs on April 3, 2020 (the closing date of the Merger), in accordance with the terms of the Merger Agreement. For the 2019 and 2018 legacy RTN PSUs, performance was measured upon the Merger and a performance factor was applied prior to their conversion into RTX RSUs. For the 2020 RTN PSUs, a target performance factor was applied prior to the conversion into RTX RSUs. These RSUs will vestDuring the vesting period, these awards accrue dividend equivalents that are paid in cash at the time of vesting. Under the terms of these awards, Mr. Kennedy had met the criteria for favorable retirement vesting treatment (i.e., age 55 or greater with 10 or more years of service). As a result, Mr. Kennedy would have received pro-rata vesting following his retirement from the Company. However, as detailed on page 83, the third anniversaryCommittee provided Mr. Kennedy full vesting of their grant date,the PSUs, subject to continued employment, excepta 6-month delay in the case of death, disability, qualifying separation within two years of a change-in-control and certain involuntary terminations. (10) Retention RSU award granted to Mr. Ortberg in accordance with his agreement to waive his rights and benefitssettlement required under his Rockwell Collins change-in-control agreement and to assume certain post-employment restrictive covenants. This award will vest on February 5, 2022, subject to continued employment or upon death, disability, retirement or qualifying separation within two years of a change-in-control. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. (11) Retention RSU award that will vest on February 5, 2022, subject to continued employment or upon death, disability or qualifying separation within two years of a change-in-control. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. (12) Retention RSU awards that will vest on May 1, 2021, subject to continued employment or upon death, disability or qualifying separation within two years of a change-in-control. Each time the Company pays a dividend to shareowners, dividend equivalents are reinvested as additional RSUs. The reinvested RSUs vest on the same date as the underlying RSUs. (13) Retention SAR award that will vest on July 2, 2022, subject to continued employment or upon death, disability or qualifying separation within two years of a change-in-control.IRC Section 409A. Upon the Spinoffsspinoffs of Carrier and Otis that occurred on April 3, 2020, vested UTC SARs were adjusted and converted into vested SARs of RTX (as shown in the Outstanding Equity Awards at Fiscal Year-End table on pages 75-76)69-70), Carrier and Otis. Both the number of outstanding SARs and the exercise price of each award were adjusted at the time of the Spinoffsspinoffs to reflect the post-Spinoffpost-spinoff stock prices of the three companies. The table below shows the outstanding Carrier and Otis SARs held by our legacy UTC NEOs as of fiscal year-end.     Carrier SARs   Otis SARs Carrier SARs   Otis SARs Grant Date   Number of Securities Underlying Unexercised Options (#) (Exercisable)   Option Exercise Price ($)   Option Expiration Date   Number of Securities Underlying Unexercised Options (#) (Exercisable)   Option Exercise Price ($)   Option Expiration Date       Number of Securities Underlying Unexercised Options (#) (Exercisable)       Option Exercise Price ($)       Option Expiration Date    Number of Securities Underlying Unexercised Options (#) (Exercisable)       Option Exercise Price ($)       Option Expiration Date       G. Hayes       1/3/2017   128,541   $18.53   1/2/2027   64,270   $58.66   1/2/2027 1/4/2016   224,734   $15.98   1/3/2026   112,367   $50.58   1/3/2026 1/2/2015   140,884   $19.24   1/1/2025   70,442   $60.88   1/1/2025 1/2/2014   60,865   $18.81   1/1/2024   30,432   $59.53   1/1/2024       M. Dumais               1/3/2017   35,327   $18.53   1/2/2027   17,663   $58.66   1/2/2027   35,327   $18.53   1/2/2027   17,663   $58.66   1/2/2027 1/4/2016   67,250   $15.98   1/3/2026   33,625   $50.58   1/3/2026   62,250   $15.98   1/3/2026   20,625   $50.58   1/3/2026 1/2/2015   31,496   $19.24   1/1/2025   15,748   $60.88   1/1/2025 1/2/2014   -   -   -   13,407   $59.53   1/1/2024       N. Mitchill, Jr.               1/3/2017   8,938   $18.53   1/2/2027   4,469   $58.66   1/2/2027   8,938   $18.53   1/2/2027   4,469   $58.66   1/2/2027 1/4/2016   11,236   $15.98   2/3/2026   5,618   $50.58   2/3/2026   -   -   -   5,618   $50.58   1/3/2026 1/2/2015   5,873   $19.24   1/1/2025   2,936   $60.88   1/1/2025   -   -   -   2,936   $60.88   1/1/2025 9/2/2014   9,023   $18.23   9/1/2024   4,511   $57.71   9/1/2024       C. Gill, Jr.       1/3/2017   35,327   $18.53   1/2/2027   17,663   $58.66   1/2/2027 1/4/2016   73,209   $15.98   1/3/2026   36,604   $50.58   1/3/2026 1/2/2015   54,906   $19.24   1/1/2025   27,453   $60.88   1/1/2025 1/2/2014   42,989   $18.81   1/1/2024   21,494   $59.53   1/1/2024 1/2/2013   -   -   -   23,303   $44.46   1/1/2023   RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    7771 Table of Contents COMPENSATION TABLES | OPTIONS EXERCISED AND STOCK VESTED Options Exercised and Stock Vested   Option Awards   Stock Awards Name Number of Shares Acquired on Exercise (#)(1)   Value Realized on Exercise ($)(2)   Number of Shares Acquired on Vesting (#)(3)   Value Realized on Vesting ($)(4) G. Hayes 107,000   $7,543,617   88,606   $12,898,972 A. O’Brien III -   -   9,624   $519,295 R. Ortberg -   -   75,531   $4,670,772 M. Dumais 19,956   $1,587,798   23,768   $3,477,514 S. Timm -   -   2,885   $175,817 N. Mitchill, Jr. -   -   5,487   $854,199 C. Gill, Jr. -   -   53,059   $5,110,745         Option Awards       Stock Awards Name   Number of Shares Acquired on Exercise (#)(1)       Value Realized on Exercise ($)(2)   Number of Shares Acquired on Vesting (#)(3)       Value Realized on Vesting ($)(4) G. Hayes   -   -   131,876   $9,081,966 N. Mitchill, Jr.   -   -   9,560   $654,191 M. Dumais   34,476   $792,000   43,354   $3,102,675 C. Calio   -   -   15,022   $1,027,955 S. Timm   -   -   -   - T. Kennedy(5)   -   -   608,309   $51,480,627 A. O’Brien III(5)   -   -   124,970   $9,380,983 (1) RTX SARs exercised during 2020.2021. (2) Calculated by multiplying the number of RTX SARs exercised by the difference between the market price of RTX Common Stock on the exercise date and the exercise price of the award. In connection with the SpinoffsDuring 2021, Mr. Hayes exercised 555,024 Carrier SARs for a gain of Carrier$18,734,066 and Otis that occurred on April 3, 2020, vested UTC SARs were adjusted and converted into vested SARs of RTX, Carrier and Otis for the legacy UTC NEOs. During 2020, Mr. Dumais exercised 17,238277,511 Otis SARs for a gain of $328,749 and 61,290$9,887,244. Mr. Mitchill exercised 26,132 Carrier SARs for a gain of $1,118,556.$982,628 and 4,511 Otis SARs for a gain of $121,047. Mr. GillDumais exercised 46,60636,496 Carrier SARs for a gain of $838,836.$1,016,703 and 42,155 Otis SARs for a gain of $989,613. Mr. Calio exercised 24,941 Carrier SARs for a gain of $1,006,591 and 16,981 Otis SARs for a gain of $624,239. These values are not included in the table above. (3) PSUsRestricted Stock Awards (granted by legacy RTN prior to the Merger) and RSUs (including legacy RTN and UTC PSUs that converted to RTX RSUs upon the spinoffs of Carrier and Otis and the Merger) that vested in 2020, including2021. Amounts include any shares vestedthat were withheld to cover FICAU.S. Social Security and Medicare taxes due during the year as a result of the executive meeting retirement eligibleattaining retirement-eligible status under terms of the RTX LTIP. UTC PSUs granted on January 3, 2017 vested at 114% of target on February 10, 2020, based on UTC’s performance through December 31, 2019.award. (4) Calculated by multiplying the number of vested RTX PSUs and RSUsstock awards by the market price of RTX Common Stock on the vest date, except for awards detailed in footnote (5) below. (5) These amounts also include the value of stock awards that vested (or remain eligible to vest subject to the Company’s performance) upon Messrs. Kennedy and O’Brien’s separation from the Company. Awards are valued using the closing stock price on the separation date of June 1, 2021 ($88.99) for Mr. Kennedy and April 7, 2021 ($77.60) for Mr. O’Brien. Values shown for the 2021 PSUs reflect maximum-level performance based on estimated performance as of December 31, 2021; however, actual vesting date.will be based on performance through 2023. RSU awards were subject to a 6-month delay in settlement as a result of IRC Section 409A. Pension Benefits LEGACY UTC PENSION BENEFITS Overview of Plans. Legacy UTC maintainedThe Company maintains the following legacy UTC frozen pension plans: •● UTC Pension Plan: A tax-qualified, defined benefit plan subject to IRC provisions that recognized pay and annual retirement benefits up to IRC limits through the plan freeze date of December 31, 2019. This plan was formerly known as the UTC Employee Retirement Plan. •● UTC Pension Preservation Plan (“PPP”): An unfunded, nonqualified defined benefit plan that mirrors the benefit formula, retirement eligibility and vesting provisions of the UTC Pension Plan, but provides benefits that could not be accrued under the UTC Pension Plan due to IRC limits. Eligibility and Pension Formulas. Over the years, as the competitive market has evolved, the eligible employee population and the pension benefit formula used under these plans have changed. Benefit accruals earned under the UTC Pension Plan and PPP are therefore dependent upon when the employee was hired and which pension formula—the Final Average Earnings (“FAE”) or the Cash Balance formula—was applicable at the time of the accrual. See the following page 79 for an explanation of each formula. Both plans were frozenclosed to new participants hired on or after January 1, 2010. For employees hired prior to January 1, 2010, effective December 31, 2014, the FAE formula was frozen and these employees transitioned to a Cash Balance formula. This formula was then frozenclosed on December 31, 2019, other than with respect to interest credits on Cash Balance accounts. Beginning January 1, 2020, actively employed pension plan participants became eligible for equivalent age-based company contributions into legacy UTC’s defined contribution plans (i.e., the qualified UTC Employee Savings Plan and the nonqualified UTC Company Automatic Contribution Excess Plan). 7872    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents COMPENSATION TABLES | PENSION BENEFITS The table below summarizes the status of accruals earned under the legacy UTC pension plans:         Accruals Earned under Legacy UTC’s Pension Plans Eligible Employees   Prior to 2015       Between 2015 and 2019       2020 and later Hired prior to July 1, 2002   FAE formula   Cash Balance formula   No further Cash Balance pay credits, defined contribution plan benefits only Hired on or after July 1, 2002 and prior to January 1, 2010   Cash Balance formula   Cash Balance formula   No further Cash Balance pay credits, defined contribution plan benefits only Hired on or after January 1, 2010   No pension benefit, defined contribution plan benefits only   No pension benefit, defined contribution plan benefits only   No pension benefit, defined contribution plan benefits only •● FAE formula: Under this formula, the legacy UTC pension plans provided an annual benefit equal to 2% of an employee’s earnings (defined below) for each year of service up to a maximum of 20 years, plus 1% of earnings for each year of service thereafter, minus 1.5% of the employee’s Social Security benefit for each year of service (up to a maximum 50% offset of the annual Social Security benefit). Earnings recognized under this formula consisted of the highest average annual base salary and annual incentive awards received over any consecutive five-calendar-year period ending on or before December 31, 2014. The FAE formula does not recognize long-term incentive compensation. •● Cash Balance formula: The Cash Balance formula credited a participant’s account with two types of credits—pay credits and interest credits. Pay credits ranged from 3% to 8% of base salary and annual incentives, depending on the participant’s age. Interest credits are based on 30-year U.S. Treasury bond yields and are subject to annual adjustments but cannot fall below 3.8%. Other formulas used: For Mr. Hayes, benefits shown in the table on page 8075 also include amounts accrued under a different formula used in a predecessor Sundstrand pension plan that was merged into legacy UTC’s pension plans, upon theUTC’s acquisition of Sundstrand Corporation in 1999. Benefits shown for Mr. Ortberg and Mr. Timm are based on the formula under the frozen Rockwell Collins qualified and nonqualified pension plans whichplan that was merged into the UTC Pension Plan and PPP, respectively, as ofon December 31, 2018. Distribution Options. Plan participants may elect the following distribution options: Plan FAE Benefit Formula Cash Balance Benefit Formula UTC Pension Plan • ● Lump-sum payment • ● Lump-sum payment   • ● Annuity payments • ● Annuity payments UTC Pension Preservation Plan • ● Lump-sum* payment • ● Lump-sum* payment   • ● Annuity payments • ● Annuity payments   • ● Two- to 10-year annual installments • ● Two- to 10-year annual installments * Uses a discount rate equal to the Barclay’s Capital Municipal Bond Index averaged over five years (currently 1.992%).years. This non-taxable investment index is intended to yield an after-tax income stream on the net after-tax proceeds reinvested in tax-free bonds that are comparable to a more tax-efficient annuity distribution. Retirement. The normal retirement age under both the FAE and the Cash Balance benefit formulas is 65. Early retirement benefits are available under the FAE formula beginning at age 55 with at least 10 years of service. The value of the Cash Balance account is not impacted by an employee’s age at retirement. As of December 31, 2020,2021, Messrs. Hayes Ortberg and Dumais were eligible for early retirement under the FAE formula. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    73 Table of Contents COMPENSATION TABLES | PENSION BENEFITS LEGACY RTN PENSION BENEFITS Overview of Plans. Legacy RTN maintainedThe Company maintains the following legacy RTN pension plans, under which employees hired prior to January 1, 2007 still accrue benefits: Raytheon Company Pension Plan for Salaried Employees (“RTN Qualified Pension Plan”): A tax-qualified, defined benefit pension plan subject to IRC provisions that, as of December 31, 2020, limit recognized annual compensation to $285,000 and annual retirement benefits to $230,000. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    79 Table of Contents COMPENSATION TABLES | PENSION BENEFITS plans: •● Raytheon Company Pension Plan for Salaried Employees (“RTN Salaried Pension Plan”): A tax-qualified, defined benefit pension plan subject to IRC provisions that, as of December 31, 2021, limit recognized annual compensation to $290,000 and annual retirement benefits to $230,000. ● Raytheon Company Retirement Plan (“RTN Retirement Plan”): A tax-qualified, defined benefit pension plan, that covers employees who were part of Raytheon Company’s 1997 acquisition of Hughes Aircraft, and is subject to IRC provisions that, as of December 31, 2021, limit recognized annual compensation to $290,000 and annual retirement benefits to $230,000. ● Raytheon Company Parity Pension Plan (“RTN Parity Pension Plan”): An unfunded, nonqualified excess pension plan that provides benefits that would have been provided to a participant under the tax-qualified pension plan but for compensation and benefit limits imposed by the IRC. The plan features are generally the same as the features of the qualified plan, except that benefits are offset by the qualified plan benefit, and the forms of payment are subject to certain IRC restrictions. •● Raytheon Company Supplemental Executive Retirement Plan (“RTN SERP”): An unfunded, nonqualified pension plan for eligible senior executives, including Mr. O’Brien, designed to replicate, but not exceed, the retirement benefit that a mid-career person joining the Company would have achieved under the qualified and excess pension plans had such person begun his or hertheir career with the Company. Eligibility. Employees hired prior to January 1, 2007 remain eligible to participate in the RTN QualifiedSalaried Pension Plan or RTN Retirement Plan and the RTN Parity Pension Plan. Select senior executives are eligible for the RTN SERP. Pension Formulas. Under the RTN Qualified Pension Plan and the RTN ParitySalaried Pension Plan, benefits are based on a final average earnings (“FAE”)an FAE formula of 1.8% for each of the first 20 years of credited service and 1.2% for each year of credited service thereafter, reduced by the same percentage of the employee’s estimated primary Social Security benefit. FAE is defined as the average of the 60 highest consecutive months of compensation (base salary and annual incentive awards) in the final 120 months of employmentemployment. For the RTN Retirement Plan, the contributory portion requires employee contributions of 3% of covered earnings. For each year of credited service, the pension under the contributory portion is based on a FAE formula of 1.75% for each year of credited service, reduced by 1.5% of the employee’s estimated Social Security benefit at age 65, reduced and includes baselimited to 50% of the Social Security benefit. FAE is defined as the average of compensation (base salary and annual incentive awards. awards) in the highest five 12-month periods out of the last ten 12-month periods of employment. The retiree benefit from the contributory part of the Plan is subject to an annual cost-of-living adjustment. Benefits under the RTN SERP provide a pension of 35% of the FAE after 10 years of service and, at age 55, increasingincreases by 3% of the FAE for every additional year of service up to a maximum of 50% of the FAE. Amounts payable under this plan are offset by amounts payable under other Company pension plans, any prior employer plan, and Social Security. Effective December 31, 2022, the FAE benefits under these plans will freeze and participants will begin to accrue benefits under a new Cash Balance formula that will provide an annual pay and interest credit. Service will continue under the RTN SERP benefit after December 31, 2022, but the FAE used to determine the benefit prior to any offsets will freeze. Distribution Options. The standard form of benefit for married participants is a 50% joint and survivor annuity. The standard form of benefit for single participants is a single-life annuity. Both married and single participants can elect actuarially equivalent alternativemonthly life annuity forms of payment. The RTN Retirement Plan also includes certain options such as the 5-year certain option. Under the RTN Parity Plan, the 5-year certain option is the designated form of payment including a 10-year certain and continuous benefit and joint and survivor annuities of 50%, 66-2/3%, 75% and 100%. for participants covered under the RTN Retirement Plan. Retirement. The normal retirement age under the legacy RTN pension plans is 65. Employees whoEarly retirement benefits are available beginning at least age 55 and have at least 10 years of service can retire with reduced benefits. There is no reduction for employees who retire at age 60 or older with at least 10 years of service. Mr.Under the RTN Salaried Plan, benefits are reduced for early retirement prior to age 60. Under the RTN Retirement Plan, early benefits are unreduced if commencing when age and service totals at least 75. Otherwise, early retirement benefits are actuarially reduced from age 65. Both Messrs. Kennedy and O’Brien is currentlywere eligible for an early retirement benefit and a reduced benefit payable under the plans. Name Plan Name Number of Years of Credited Service (#) Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) G. Hayes(1) UTC Pension Plan 30 $1,891,545 -   UTC Pension Preservation Plan 30 $13,614,261 -   Total - $15,505,806 - A. O’Brien III(2) RTN Pension Plan for Salaried Employees 33 $1,796,900 -   RTN Parity Pension Plan 33 $11,140,495 -   RTN Supplemental Executive Retirement Plan 34 $10,063     Total - $12,947,458 - R. Ortberg(3) UTC Pension Plan 19 $983,420 -   UTC Pension Preservation Plan 19 $555,572 -   Total - $1,538,992 - M. Dumais(1) UTC Pension Plan 21 $1,150,561 -   UTC Pension Preservation Plan 21 $3,062,688 -   Total - $4,213,249 - S. Timm(3) UTC Pension Plan 10 $303,526 -   UTC Pension Preservation Plan 10 - -   Total - $303,526 - 80    74RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents COMPENSATION TABLES | NONQUALIFIED DEFERRED COMPENSATIONPENSION BENEFITS Name Plan Name Number of Years of Credited Service (#) Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) N. Mitchill, Jr.(4) UTC Pension Plan - - -   UTC Pension Preservation Plan - - -   Total - - - C. Gill, Jr.(5) UTC Pension Plan 25 $1,862,326 $43,713   UTC Pension Preservation Plan 25 $0 $7,773,098   Total - $1,862,326 $7,816,811 Name       Plan Name       Number of Years of Credited Service (#)       Present Value of Accumulated Benefit ($)(1)       Payments During Last Fiscal Year ($) G. Hayes(2)   UTC Pension Plan   30   $1,859,291   -     UTC Pension Preservation Plan   30   $15,159,655   -     Total       $17,018,946   - N. Mitchill, Jr.(3)   UTC Pension Plan   -   $0   -     UTC Pension Preservation Plan   -   $0   -     Total       $0   - M. Dumais(2)   UTC Pension Plan   21   $1,109,266   -     UTC Pension Preservation Plan   21   $3,052,390   -     Total       $4,161,656   - C. Calio(2)   UTC Pension Plan   14   $316,596   -     UTC Pension Preservation Plan   14   $268,545   -     Total       $585,141   - S. Timm(4)   UTC Pension Plan   10   $289,511   -     UTC Pension Preservation Plan   -   $0   -     Total       $289,511   - T. Kennedy(5)   RTN Retirement Plan   31   $2,806,868   -$172,801     RTN Parity Pension Plan   31   $56,019,773   -$6,114,602     Total       $58,826,641   -$6,287,403 A. O’Brien III(6)   RTN Salaried Pension Plan   34   $1,717,406   -$55,497     RTN Parity Pension Plan   34   $11,169,294   -$271,653     RTN SERP   35   $1,694,367   -$53,672     Total       $14,581,067   -$380,822 (1) The assumptions used to determine the present value of the accumulated pension benefit under the legacy UTC pension plans are described in the pension expense assumptions section of Note 11: Employee Benefit Plans, to the Consolidated Financial Statements in RTX’s 20202021 Form 10-K. 10-K, including discount rates ranging from 2.72% to 3.00% for the various pension plans and mortality table of Pri-2012 with a plan specific adjustment and MP-2021 to project future improvements. (2) The following additional assumptions are also used:used to determine the present value of the accumulated pension benefit under the legacy UTC pension plans: (i) the NEOs are assumed to retire at age 62 for FAE benefits, the earliest date they can retire without a reduction of benefits due to age, and age 65 for Cash Balance benefits; (ii) projected lump-sum payments under the PPP are calculated using a lump-sum interest rate of 2.5%1.7% for Mr. Hayes (age 62 in 2022), and 4.0% for Mr. Dumais; (iii) unless an NEO elected another form of benefit payment, the amounts shown assume the following form of payment: (a) 70% in a monthly annuity and 30% in a lump-sum payment for benefits accrued under the FAE formula of the UTC Pension Plan; (b) a lump-sum payment for benefits accrued under the Cash Balance formula of the UTC Pension Plan; and (c) a lump-sum payment for benefits accrued under the PPP. With respect to (ii) above, the PPP lump-sum interest rate used for Mr. Hayes differs from the rate used for Mr. Dumaisother participants because the current low-interest rate environment will still have an influence on his rate. Mr. Dumais, who will receive PPP lump-sum payments, will not reach age 62 until after 2025, by which time it is assumed the PPP lump-sum interest rate will return to the historic norm of 4.0%. (2) The assumptions used to determine the present value of the accumulated pension benefit under the legacy RTN pension plans are described in the pension expense assumptions of Note 11: Employee Benefit Plans, to the Consolidated Financial Statements in RTX’s 2020 Form 10-K. Benefits are valued assuming retirement at age 60, the earliest date Mr. O'Brien can retire without a reduction of benefits due to age, discounted to his current age with interest and based upon current levels of compensation. In addition, there is no assumed incidence of pre-retirement mortality, disability or termination. A life annuity form of payment is assumed. (3) Mr. Mitchill was hired after January 1, 2010, and therefore, does not participate in the legacy UTC pension plans. (4) The present value of the accumulated benefits shown for Mr. Ortberg and Mr. Timm is based on benefits earned under the legacy Rockwell Collins qualified and nonqualified defined benefit pension plans,plan, which werewas frozen in 2006 and havehas since merged into the equivalent legacy UTC pension plans.Pension Plan. The number of years of credited service reflects the years of service they eachhe had when the plans wereplan was frozen. Benefit calculations are based on age, years of service, and average annual base salary and annual incentives. Payments to Mr. Ortberg from the legacy Rockwell Collins nonqualified pension plan are payable upon separation of service as a monthly life annuity. A portion of Mr. Ortberg’s accrued nonqualified pension and allAll of Mr. Timm’s nonqualified pension benefits were previously distributed to themhim upon UTC’s acquisition of Rockwell Collins in a lump-sum payment in accordance with the change-in-control provisions in that plan. The following additional assumptions are also used: (i) retirement at age 62, the earliest date the NEOsMr. Timm can retire without a reduction of benefits due to age; and (ii) 100% life annuity for benefits under the UTC Pension Plan; and (iii) for the PPP benefit for Mr. Ortberg, a monthly 75% Joint and Survivor annuity, consistent with his election. (4) Mr. Mitchill was hired after January 1, 2010, and therefore does not participate in the legacy UTC pension plans.plan. (5) Following Mr. Gill was eligible for earlyKennedy’s June 1, 2021 retirement when he separated from the Company, on May 15, 2020 andhe began receivingto receive benefit payments under the legacy UTC pension plans.RTN Retirement Plan and the RTN Parity Pension Plan. (6) Following Mr. O’Brien’s April 7, 2021 separation from the Company, he began to receive benefit payments under the RTN Salaried Pension Plan, the RTN Parity Pension Plan and the RTN SERP. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    75 Table of Contents COMPENSATION TABLES | NONQUALIFIED DEFERRED COMPENSATION Nonqualified Deferred Compensation RTX offers various nonqualified deferred compensation plans, as shown below. Eligibility to participate in these plans depends on the NEO’s legacy company. Further, some of our NEOs have account balances in plans from companies we have previously acquired;acquired by our legacy companies; these balancesplans have since been frozenclosed to future contributions. The below table provides a description of the plans that are currently active: Plan Name Description UTC SavingsRestoration Plan(“SRP”) An unfunded, nonqualified deferred compensation arrangement that offers legacy UTC participants the opportunity to defer up to 6% of pay (base salary plusand annual incentives) above the annual IRC compensation limit ($285,000290,000 in 2020)2021) applicable to the tax-qualified UTC Employee Savings Plan. Using the UTC Employee Savings Plan’s matching contribution formula, the SRP credits matching contributions equal to 60% of the amount deferred by the executive in the form of RTX deferred stock units. Participants are vested in their own deferrals and vest in the Company match upon the earlier of three years of service or two years in the Plan. SRP balances may be distributed at the election of the participant in a lump-sum payment or in annual installments over periods ranging from two to 15 years. Employee deferrals are distributed in cash and the Company match is distributed in shares of RTX Common Stock. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    81 Table of Contents COMPENSATION TABLES | NONQUALIFIED DEFERRED COMPENSATION UTC CompanyAutomatic ContributionExcess Plan (“CACEP”) An unfunded, nonqualified deferred compensation arrangement that provides legacy UTC participants with age-basedage- based Company automatic contributions (ranging from 3% to 5.5% of salary and annual incentives)incentives for those hired on or after January 1, 2010) on compensation that exceeds the IRC limitlimits applicable to the tax-qualified UTC Employee Savings Plan. Participants are vested in Company contributions upon the earlier of three years of service or two years in the Plan. CACEP balances are distributed in cash, in a lump-sum payment or in annual installments over periods ranging from two to 15 years per the participant’s election. The planPlan also provides missed matching contributions for employees whose compensation has not reached the annual IRC compensation limit, but whose contributions to the UTC Employee Savings Plan are limited by the IRC’s annual contributions limit ($57,00058,000 in 2020)2021).     Effective January 1, 2020, employees hired prior to January 1, 2010, no longer accruestopped accruing pay credits into legacy UTC pension plans and instead are eligible forbegan to receive an age-based Company automatic contribution (ranging from 3% to 8% of salary and annual incentives) into the CACEP for amounts above the IRC limits applicable to the qualified UTC Employee Savings Plan. UTC DeferredCompensation Plan (“(“UTC DCP”) An unfunded, nonqualified deferred compensation arrangement that offers legacy UTC participants the opportunity to defer up to 50% of base salary and up to 70% of annual incentives until retirement or a future date selected by the executive (which may be no earlier than five years from the date the election was made). All distributions are made in cash, either in a lump-sum or in two to 15 annual installments per the participant’s election. If a participant’s employment terminates before he or she attainsthey attain age 50, all balances are paid as a lump-sum in the April following termination.separation. UTC LTIP PSUDeferral Plan An unfunded, nonqualified deferred compensation arrangement that allowsoffers legacy UTC executivesparticipants the ability to defer between 10% and 100% of their vested PSU awards that would otherwise be settled in unrestricted shares of RTX Common Stock. The deferred portion of the PSU award is converted into deferred stock units that accrue dividend equivalents. Distributions from the plan are made in a lump-sum or in two to 15 annual installments, either upon retirement or at a future date selected by the executiveparticipant (which may be no earlier than five years from the year the PSUs are deferred). Distributions are made in whole shares of RTX Common Stock with any fractional units paid in cash. RaytheonCompany DeferredCompensation Plan(“RTN DCP”) An unfunded, nonqualified plandeferred compensation arrangement that that allows legacy RTN employees, who are projected to reach the IRC compensation limit, the ability to defer between 3% and 50% of their base salary in excess of the IRC compensation limit, and between 3% and 90% of their annual incentive awards, in excess of the IRC limit, and receive tax-deferredtax- deferred returns on those deferrals. The Company also matches up to 4% of deferrable compensation.compensation once the IRC compensation limit is exceeded. All distributions are made in cash, either in a lump-sum, or in 5, 10 or 15 annual installments per the participant’s election. 76    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Name   Plan   Executive Contributions in Last FY ($)(1)   Registrant Contributions in Last FY ($)(2)   Aggregate Earnings in Last FY ($)(3)   Aggregate Withdrawals/ Distributions($)   Aggregate Balance at Last FYE ($)(4) G. Hayes   UTC Company Automatic Contribution Excess Plan   $0   $441,200   $50,811   $0   $492,011     UTC Deferred Compensation Plan   $0   $0   -$192,915   $0   $928,949     UTC Savings Restoration Plan   $330,900   $198,540   $325,567   $0   $4,885,401     Sundstrand Corporation Deferred Compensation Plan(5)   $0   $0   $29,155   $0   $639,274 A. O’Brien III   RTN Deferred Compensation Plan   $27,652   $27,652   $40,550   $0   $1,002,764 R. Ortberg   Rockwell Collins Deferred Compensation Plan(6)   $0   $0   $126,543   $0   $922,166     Rockwell Collins Non-Qualified Savings Plan(7)   $0   $0   $15,038   $0   $266,460     UTC Company Automatic Contribution Excess Plan   $0   $174,435   $4,130   $0   $178,565     UTC Savings Restoration Plan   $190,292   $114,176   $5,692   $0   $310,160 M. Dumais   UTC Company Automatic Contribution Excess Plan   $0   $145,010   $10,507   $0   $155,517     UTC Savings Restoration Plan   $105,900   $63,540   -$60,626   $0   $1,354,862 S. Timm   Rockwell Collins Non-Qualified Savings Plan(7)   $0   $0   $2,331   $0   $39,778     UTC Company Automatic Contribution Excess Plan   $0   $41,535   $3,055   $0   $44,590 N. Mitchill, Jr.   UTC Company Automatic Contribution Excess Plan   $0   $53,250   $5,799   $0   $195,580     UTC Savings Restoration Plan   $63,900   $38,340   $26,086   $0   $454,099 C. Gill, Jr.   UTC Company Automatic Contribution Excess Plan   $0   $108,650   $3,031   $0   $111,681     UTC Savings Restoration Plan   $81,488   $48,893   -$303,902   $0   $1,581,861 Table of Contents COMPENSATION TABLES | NONQUALIFIED DEFERRED COMPENSATION Name       Plan       Executive Contributions in Last FY ($)(1)       Registrant Contributions in Last FY ($)(2)       Aggregate Earnings in Last FY ($)(3)       Aggregate Withdrawals/ Distributions($)       Aggregate Balance at Last FYE ($)(4) G. Hayes   UTC CACEP   $0   $304,800   $92,279   $0   $889,090     UTC DCP(5)   $0   $0   $148,668   -$504,962   $572,655     UTC SRP   $80,000   $137,160   $1,349,363   $0   $6,451,924     Sundstrand Corporation Deferred Compensation Plan(6)   $0   $0   $24,663   $0   $663,937 N. Mitchill, Jr.   UTC CACEP   $0   $48,530   $7,347   $0   $251,457     UTC SRP   $39,136   $34,942   $86,796   $0   $614,973 M. Dumais   UTC CACEP   $0   $122,365   $11,892   $0   $289,774     UTC SRP   $43,850   $53,370   $144,099   $0   $1,596,181 C. Calio   UTC CACEP   $0   $73,325   $4,403   $0   $168,191     UTC SRP   $37,250   $37,710   $51,824   $0   $397,194 S. Timm   Rockwell Collins Non-Qualified Savings Plan(7)   $0   $0   $7,649   $0   $47,427     UTC CACEP   $0   $57,348   $11,211   $0   $113,149     UTC SRP   $37,731   $37,537   $6,029   $0   $81,297 T. Kennedy   RTN DCP   $359,179   $143,672   $1,865,096   $0   $10,525,729     RTN Excess Savings Plan(8)   $0   $0   $62,929   $0   $290,602 A. O’Brien III   RTN DCP   $46,473   $41,797   $35,003   $0   $1,126,122     RTN Excess Savings Plan(8)   $0   $0   $79,502   $0   $644,121 (1) Amounts shown in this column are included in the Salary and Bonus columns of the Summary Compensation Table on page 71.66. (2) Amounts shown in this column are included in the All Other Compensation column of the Summary Compensation Table on page 71.66. 82RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL (3) Amounts shown reflect hypothetical investment returns (less fees, if applicable) to accounts based on fixed income, bond and equity indices selected by the participant. Participants also may elect RTX stock units with dividend reinvestments (except for the CACEP the Rockwell Collins Deferred Compensation Plan, and the Sundstrand Corporation Deferred Compensation Plan). These returns do not constitute above-market earnings, except for $10,466$9,751 credited to Mr. Hayes under the frozen Sundstrand Corporation Deferred Compensation Plan. This amount is included in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table on page 71.66. (4) The sum of contributions (by both the executive and RTX) and credited earnings on those deferrals, less withdrawals. Of these totals, the following amounts have been included in the Summary Compensation Table in prior years: $2,810,231$3,791,337 (Mr. Hayes); $225,349 (Mr. Ortberg); $114,445$269,935 (Mr. Mitchill); $314,450 (Mr. Dumais); $41,535 (Mr. Timm), and $222,360$55,304 (Mr. Gill)O’Brien). (5) Mr. Hayes received an in-service distribution during the year on amounts previously deferred into the legacy UTC Deferred Compensation Plan, per his distribution elections. (6) Mr. Hayes maintains an account balance in the frozen Sundstrand Corporation Deferred Compensation Plan, which was assumed by the Company upon the acquisition of Sundstrand Corporation in 1999. (6)(7) Mr. OrtbergTimm maintains an account balance in the legacyfrozen Rockwell Collins Deferred CompensationNon-Qualified Savings Plan, which was frozen effective January 1, 2020.assumed by the Company upon the acquisition of Rockwell Collins in 2018. (7)(8) Mr. OrtbergMessrs. Kennedy and Mr. TimmO’Brien maintain an account balance in the legacy Rockwell Collins Non-QualifiedRaytheon Company Excess Savings Plan, which was frozen effective January 1, 2020.March 15, 2008. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT     77 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL Potential Payments onupon Termination or Change-in-Control As a result of the Merger of UTC and RTN that closed on April 3, 2020, and the Rockwell Collins acquisition that closed on November 26, 2018, benefits provided to most of our NEOs upon separation from the Company vary depending upon each NEO’s legacy company. The table below outlines the plans and/or agreements that apply to each NEO as of year-end and the periods for which they are in effect. NEO Plan or Agreement Expiration Date G. Hayes Employment agreement (as amended) between the Company and Mr. Hayes April 3, 2023 (3 years from the Merger) N. Mitchill, Jr. UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees April 3, 2022 (2 years from the Merger) M. Dumais UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees April 3, 2022 (2 years from the Merger) C. Calio Standard RTX Executive Leadership Group agreement No expiration date S. Timm Standard RTX Executive Leadership Group agreement No expiration date T. Kennedy Employment agreement (as amended) between the Company and Mr. Kennedy April 3, 2022 (2 years from the Merger) A. O’Brien III Raytheon Company Change-in-Control Agreement and Raytheon Company Enhanced Severance Plan for Senior Leadership Team Members April 3, 2022 (2 years from the Merger) R. Ortberg Employment agreement between the Company and Mr. Ortberg No expiration date M. Dumais UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees April 3, 2022 (2 years from the Merger) S. Timm Standard RTX Executive Leadership Group agreement No expiration date N. Mitchill, Jr. UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees April 3, 2022 (2 years from the Merger) Following the expiration of the agreements and plans applicable to them, Messrs. Hayes, O’Brien,Mitchill, and Dumais and Mitchill will resume coverage under the Company’s standard ELG separation benefits and in the case of Mr. Hayes, the legacy UTC Senior Executive Severance Plan would also apply in the case of a future change-in-control event. These programs are described in detail on pages 66-68.62-63. GREGORY J. HAYES Employment Agreement. When UTC and RTN agreed to an all-stock “merger of equals” (with UTC as the surviving company for legal purposes), UTC entered into an employment agreement with Mr. Hayes. This agreement became effective upon the Merger and will expire on its third anniversary or an earlier termination of employment. Under this agreement, Mr. Hayes initially serves as President & CEO of RTX and a member of the RTX board. On the second anniversary of the Merger, he will succeed Mr. Kennedy as Chairman of the RTX Board. If Mr. Kennedy ceases to serve as Chairman before the second anniversary of the Merger, Mr. Hayes will become Chairman at that time. During the term of the agreement, Mr. Hayes will receive an annual base salary of no less than $1.6 million (which may be increased from time to time for merit adjustments), and a target annual incentive opportunity of 200% of base salary (equal to Mr. Kennedy'sKennedy’s target prior to the Merger). RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    83 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL Under the agreement, Mr. Hayes also is subject to a permanent confidentiality covenant, a one-year non-competition covenant, and a two-year customer and employee non-solicitation covenant. In the event of Mr. Hayes’ termination of employment during the term of the agreement by the Company without cause or by Mr. Hayes for good reason (both terms are defined in the agreement, as amended), he will be entitled to receive (subject to execution of a release of claims in favor of the Company): •● A lump-sum cash severance payment equal to three times the sum of (a) his annual base salary, and (b) the greater of his 2019 annual incentive award or his target annual incentive award for the year of termination; •● A pro-rated target annual incentive award for the year of termination; •● Treatment of his termination as a retirement for purposes of his outstanding LTI awards, and a waiver of any minimum holding period that would otherwise be a condition to vestingvest upon retirement; and •● Up to one year of health and welfare benefit coverage continuation, with premiums paid by the Company. 78RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL If Mr. Hayes separates from the Company during the three-year term of this agreement, he will receive severance benefits under this agreement but no severance benefits under his ELG agreement or under the legacy UTC Senior Executive Severance Plan (in(applicable only in the event of a “change-in-control” of RTX). If he separates after this agreement has expired, he will be eligible for severance benefits under his ELG agreement (as detailed on page 67)62) or his legacy UTC Senior Executive Severance Plan (in the case of an RTX change-in-control, as detailed on page 68)63). The table below shows the estimated value of payments and benefits that Mr. Hayes would have been entitled to receive had his employment terminated on December 31, 2020,2021, under various hypothetical circumstances.   Involuntary Separation (for Cause)(1) Involuntary Separation (without Cause)(2) Voluntary Separation (without Good Reason)(3) Voluntary Separation (with Good Reason)(2) Separation following a Change-in-Control(4)             Severance           Cash Payment $0 $17,400,000 $0 $17,400,000 $17,400,000             Benefits           Pension(5) $14,819,257 $14,819,257 $14,819,257 $14,819,257 $14,819,257 Health & Welfare Continuation(6) $0 $25,406 $0 $25,406 $25,406 Financial Planning $0 $0 $0 $0 $0 Outplacement $0 $0 $0 $0 $0             Long-Term Incentives(7)           Option Awards $0 $0 $0 $0 $0 Stock Awards $0 $23,074,346 $17,370,137 $23,074,346 $23,074,346 Total $14,819,257 $55,319,009 $32,189,394 $55,319,009 $55,319,009         Involuntary Separation (for Cause)(1)       Involuntary Separation (without Cause)(2)       Voluntary Separation (without Good Reason)(3)       Voluntary Separation (with Good Reason)(2)       Separation following a Change-in-Control(4) Cash Payment(5)   $0   $17,400,000   $0   $17,400,000   $17,400,000 Pension(6)   $0   $0   $0   $0   $0 Health  & Welfare Continuation(7)   $0   $33,724   $0   $33,724   $33,724 Financial Planning   $0   $0   $0   $0   $0 Outplacement   $0   $0   $0   $0   $0 Option Awards(8)   $0   $10,285,578   $7,817,195   $10,285,578   $10,285,578 Stock Awards(8)   $0   $40,771,441   $16,586,172   $40,771,441   $40,771,441 Total   $0   $68,490,743   $24,403,367   $68,490,743   $68,490,743 (1) All outstanding long-term incentiveLTI awards would have forfeitedforfeit and no severance would be payable upon involuntary termination for cause. (2) In accordance withDuring the three-year term of Mr. Hayes’ employment agreement (as amended), which expires three years fromall outstanding LTI awards as of the Merger date outstanding long-term incentive awardsof separation would have vestedvest (or in the case of PSUs, remain eligible to vest subject to Company performance through the end of the performance period) upon involuntary termination (without cause) or voluntary separation (with good reason). (3) As of December 31, 2020,2021, Mr. Hayes had attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of a voluntary separation (without good reason) from the Company, his annual LTIP awards would have receivedreceive beneficial treatment reserved for retirement eligibleretirement-eligible employees. These awards, if outstanding for more than one year, would have beenbe treated as follows: (1) unvested SAR and RSU awards would vest; and (2) PSUs (that converted to RSUs upon the Spinoffsspinoffs of Carrier and Otis) would remain eligible to vest on the original vesting date. Awards outstanding for less than one year would have forfeitedforfeit in the case of a voluntary separation (without good reason) from the Company. (4) During the term of Mr. Hayes’ employment agreement (as amended), in the event of a qualifying termination following an RTX change-in-control, Mr. Hayes would receive the same severance, benefits and long-term incentiveLTI treatment that he would receive upon an involuntary separation (without cause) or a voluntary separation (with good reason)., except that the 2021 PSUs would vest in accordance with the RTX LTIP, at the greater of actual or target performance. (5) Estimated lump-sum value of the nonqualified portion of the retirement benefits accrued under the legacy UTC pension plans, assuming retirement or termination on December 31, 2020, payable as of such date, based on the plan’s 2021 lump-sum basis. The present value of benefits payable under the qualified pension plan is shown in the Pension Benefits table on pages 80-81. (6) In accordance with Mr. Hayes’ employment agreement (as amended), which expires threeamounts shown reflect cash severance that would be paid in the case of an involuntary (without cause) separation, a voluntary (with good reason) separation, or a qualifying separation within two years of an RTX change-in-control event. (6) An estimated lump-sum present value of the qualified and nonqualified pension benefits payable upon a separation from the Merger date,Company can be found in the Pension Benefits table on page 75. (7) In accordance with Mr. Hayes’ employment agreement (as amended), amounts shown reflect the estimated cost of 12 monthsone year of health and welfare benefit continuation based on his current elections, in addition to the estimated cost for an executive physical. (7)(8) Reflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 20202021 ($71.51)86.06). Mr. Hayes’ unvested SAR awards were underwaterWhere included, the 2021 PSUs assume maximum-level performance based on estimated performance as of year-end.December 31, 2021. 84RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT79 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ONUPON TERMINATION OR CHANGE-IN-CONTROL ANTHONY F. O’BRIEN III Raytheon Company Change-in-Control Agreements. Prior to the Merger announcement, RTN had change-in-control agreements in place with certain senior executives, including Mr. O’Brien. These agreements were intended to ensure that senior executives would maintain their full attention and dedication to shareowners’ interests despite a potential or pending change-in-control, and to encourage executives to stay with the Company until any such transaction was complete. Under the terms of these agreements, the Merger with UTC constituted a change-in-control event. However, since the agreements have a “double trigger,” benefits are paid only in the event of a qualifying termination within two years of the Merger. A qualifying termination generally occurs when an executive separates from the Company without “cause” or resigns due to “good reason” (both terms are defined in the agreements). The RTN change-in-control agreements provide a severance benefit based on a multiple of an executive’s base salary and annual incentive award at the time of separation. In Mr. O’Brien’s case, the following payments and benefits would apply: • A lump-sum cash severance payment equal to one times the sum of base salary and the greater of Mr. O'Brien's annual incentive target or his prior year’s annual incentive award; • A pro-rated target annual incentive award for the year in which termination occurs; • One year of additional credited service under the Company’s supplemental retirement plans; and • One-year continuation of health and welfare benefits. The RTN change-in-control agreements do not provide for any gross-up of excise taxes imposed by Section 280G of the Internal Revenue Code. RTN Enhanced Severance Plan for Senior Leadership Team Members. Certain senior RTN leaders, including Mr. O’Brien, are eligible to participate in the RTN Enhanced Severance Plan for Senior Leadership Team Members (the “RTN Severance Plan”). The purpose of the RTN Severance Plan, which pre-dates the Merger Agreement, is to ensure that participants receive benefits comparable to those received by most legacy RTN officers and commensurate with market-competitive benefit levels for these leadership positions. Benefits under this plan are payable only in the event of a qualifying termination (defined consistent with the RTN change-in-control agreements described above) within two years of the Merger. The plan provides the following payments and benefits: • A lump-sum cash severance benefit paid six months following separation, equal to the sum of base salary and annual incentive target for the year in which the separation occurs; and • One-year continuation of health and welfare benefits. To receive benefits under the Raytheon Severance Plan, participants must execute a release of claims in favor of the Company. The RTN Severance Plan provides that in the event a payment were subject to excise taxes under Section 280G of the Internal Revenue Code, the payment would either be delivered in full or in such amount that no portion of the payment would be subject to the excise tax, whichever results in a greater benefit to the participant on an after-tax basis. RTN 2019 Stock Plan and RTN 2010 Stock Plan (“legacy RTN Stock Plans”). The Merger of UTC and RTN triggered a change-in-control event under the legacy RTN Stock Plans. Therefore, if Mr. O’Brien were to have a qualifying termination within two years of the Merger, his outstanding LTI awards granted prior to the Merger would vest. Awards granted to him following the Merger under the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan (formerly the UTC 2018 LTIP), however, would receive that plan’s standard post-termination treatment. RTX 2018 Long-Term Incentive Plan. In the case of a qualifying termination within two years following an RTX change-in-control event (as defined in the plan), Mr. O’Brien’s outstanding LTI awards granted under the plan following the Merger would vest. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    85 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL The table below shows the estimated value of payments and benefits that Mr. O’Brien would have been entitled to receive had his employment terminated on December 31, 2020, under various hypothetical circumstances.   Involuntary Separation (for Cause)(1) Involuntary Separation (without Cause)(2) Voluntary Separation (without Good Reason)(1) Voluntary Separation (with Good Reason)(2) Separation following a Change-in-Control(3)             Severance           Cash Payment $0 $4,132,450 $0 $4,132,450 $4,132,450             Benefits           Pension(4) $12,947,458 $14,649,770 $12,947,458 $14,649,770 $14,649,770 Health & Welfare Continuation(5) $0 $62,196 $0 $62,196 $62,196 Financial Planning $0 $0 $0 $0 $0 Outplacement $0 $0 $0 $0 $0             Long-Term Incentives(6)           Option Awards $0 $0 $0 $0 $0 Stock Awards $0 $8,936,605 $0 $8,936,605 $10,895,264 Total $12,947,458 $27,781,021 $12,947,458 $27,781,021 $29,739,680 (1) In accordance with both the legacy RTN Stock Plans and the RTX LTIP, outstanding long-term incentive awards would have forfeited upon involuntary termination (for cause) or upon voluntary separation (without good reason). (2) In accordance with the legacy RTN Stock Plans, outstanding long-term incentive awards granted prior to the Merger would have vested upon an involuntary termination (without cause) or a voluntary separation (with good reason) within two years of the Merger. However, Mr. O’Brien’s ELG RSU award, which was granted following the Merger under the RTX LTIP, would have forfeited in the event of an involuntary termination (without cause) or voluntary separation (with good reason). (3) During the two-year coverage period of his RTN change-in-control agreement, the RTN Severance Plan and the legacy RTN Stock Plans, Mr. O'Brien would receive the same severance, benefits and long-term incentive treatment (for awards granted prior to the Merger) as he would receive upon an involuntary separation (without cause) or a voluntary separation (with good reason). In addition, in the event of a qualifying termination within two years of an RTX change-in-control, Mr. O'Brien would also vest in the ELG RSU award granted to him post-Merger, in accordance with the RTX LTIP. (4) Values shown assume Mr. O’Brien commenced benefits as soon as possible following separation of service at year-end under the legacy RTN qualified and nonqualified pension plans. Benefits assume a 2.71% discount rate for the RTN Pension Plan for Salaried Employees and a 2.53% discount rate for the RTN Parity Pension Plan and the RTN Supplemental Executive Retirement Plan. (5) Amounts shown reflect the estimated cost of two year continuation of health and welfare benefits based on Mr. O’Brien’s current elections. (6) Reflects the value of unvested LTI awards that would vest following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 2020 ($71.51). 86RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL ROBERT K. ORTBERG Employment Agreement. Mr. Ortberg has an employment agreement with the Company that originated with the acquisition of Rockwell Collins in November 2018. Mr. Ortberg, who at the time was the Chairman, President & CEO of Rockwell Collins, agreed to waive his rights and benefits under his Rockwell Collins change-in-control agreement. To help retain Mr. Ortberg, the Company granted him a one-time retention RSU award that vests three years from the acquisition date, subject to Mr. Ortberg’s continued employment with the Company under the terms specified in the agreement, including post-termination restrictive covenants that protect the Company from competitive activities, customer and employee solicitation and disclosure of Company information and intellectual property. Under the terms of his RSU award, vesting will accelerate in the event of an adverse change to the terms and conditions of Mr. Ortberg’s employment or upon retirement. The employment agreement defines “good reason” as it was defined in Mr. Ortberg’s Rockwell Collins change-in-control agreement. Mr. Ortberg was appointed to the ELG upon the close of the Rockwell Collins acquisition. However, he did not receive an ELG RSU award in connection with his appointment. His retention RSU award includes restrictive covenants substantially similar to those applicable to the ELG RSU award. Mr. Ortberg is not eligible to receive any cash severance payments upon separation from the Company. RTX 2018 Long-Term Incentive Plan. In the case of a qualifying termination within two years following an RTX change-in-control event (as defined in the plan), the vesting of Mr. Ortberg’s outstanding equity awards would accelerate. The table below shows the estimated value of payments and benefits that Mr. Ortberg would have been entitled to receive had his employment terminated on December 31, 2020, under various hypothetical circumstances.   Involuntary Separation (for Cause)(1) Involuntary Separation (without Cause)(2) Voluntary Separation (without Good Reason)(2) Voluntary Separation (with Good Reason)(2) Separation following a Change-in-Control(3)             Severance           Cash Payment $0 $0 $0 $0 $0             Benefits           Pension(4) $651,159 $651,159 $651,159 $651,159 $651,159 Health & Welfare Continuation $0 $0 $0 $0 $0 Financial Planning $0 $0 $0 $0 $0 Outplacement $0 $0 $0 $0 $0             Long-Term Incentives(5)           Option Awards $0 $0 $0 $0 $0 Stock Awards $0 $13,549,143 $13,549,143 $13,549,143 $15,991,996 Total $651,159 $14,200,302 $14,200,302 $14,200,302 $16,643,155 (1) All outstanding LTI awards would have forfeited upon involuntary termination for cause. (2) As of December 31, 2020, Mr. Ortberg had attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of an involuntary separation (without cause) or a voluntary separation (with or without good reason) from the Company, his annual LTIP awards and the special RSU award granted to him in connection with the waiving of his benefits under his Rockwell Collins change-in-control agreements would have received beneficial treatment reserved for retirement eligible employees. These awards, if outstanding for more than one year, would have been treated as follows: (1) SAR and RSU awards outstanding would have vested; and (2) PSUs (that converted to RSUs upon the Spinoffs of Carrier and Otis) would have remained eligible to vest on the original vesting date. Awards outstanding for less than one year would have forfeited. (3) In the event of a qualifying termination following an RTX change-in-control, the RTX LTIP provides for the accelerated vesting of all outstanding long-term incentive awards (see page 68 for additional details). (4) Estimated lump-sum value of the nonqualified portion of the retirement benefits accrued under the legacy UTC pension plans, assuming retirement or termination on December 31, 2020, payable as of such date, based on the plan’s 2021 lump-sum basis. The present value of benefits payable under the qualified pension plan is shown in the Pension Benefits table on pages 80-81. (5) Reflects the value of unvested LTI awards that would vest following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 2020 ($71.51). Mr. Ortberg’s unvested SAR awards were underwater as of year-end. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    87 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL MICHAEL R. DUMAIS AND NEIL G. MITCHILL, JR. , AND MICHAEL R. DUMAIS UTC Merger Severance Plan for Corporate Office Executives and Other Key Employees. While the Merger was implemented as a "merger“merger of equals,"” as a legal matter, it did not constitute a change-in-control event under legacy UTC’s severance and long-term incentive plans. However, prior to the execution of the Merger Agreement, the legacy UTC Compensation Committee determined that continuity of management and continued focus on business performance would be imperative to ensure the successful execution of the SpinoffCarrier and Otis spinoffs and the Merger transactionstransaction, as well as the post-Merger integration work. To help ensure that Corporate executives remained with the Company and retained this focus, the Committee adopted the United Technologies Corporation Merger Severance Plan for Corporate Office Executives and Other Key Employees (the “UTC Merger Severance Plan”). This plan became effective on April 3, 2020 (the Merger close date) and will expire on the second anniversary of the Merger. It provides severance protections for Corporate executives who may be impacted by job loss, diminution of duty or reduction in compensation as a result of the Merger. Mr.Messrs. Mitchill and Dumais and Mr. Mitchill both participate in this plan. Under the terms of the plan, eligible executives whose employment is terminated without “cause” or who resignsresign for “good reason” (both terms are defined in the plan) within two years of the Merger will be entitled to receive: •● A lump-sum cash severance payment equal to two times the sum of the executive officer’sOfficer’s annual base salary and target annual incentive award;award for the year of termination; •● A pro-rated target annual incentive award for the year in which termination occurs;of termination; •● Full vesting of all outstanding LTI awards as of the date of termination (with PSUs remaining eligible to vest, subject to performance results) and continued exercisability for vested SARs; •● One year of health and welfare benefit coverage continuation, with premiums paid by the Company; •● One year of outplacement services; and •● One-year continuation of financial planning services for participating executives.services. To receive benefits under this plan, executives must execute a release of claims in favor of RTX, a one-year non-competition covenant and a two-year employee and customer non-solicitation covenant. The table below shows the estimated value of payments and benefits that Mr. Mitchill would have been entitled to receive had his employment terminated on December 31, 2021, under various hypothetical circumstances.         Involuntary Separation (for Cause)(1)       Involuntary Separation (without Cause)(2)       Voluntary Separation (without Good Reason)(3)       Voluntary Separation (with Good Reason)(2)       Separation following a Change-in-Control(4) Cash Payment(5)   $0   $3,360,000   $0   $3,360,000   $3,360,000 Pension(6)   $0   $0   $0   $0   $0 Health  & Welfare Continuation(7)   $0   $31,863   $0   $31,863   $31,863 Financial Planning(7)   $0   $13,500   $0   $13,500   $13,500 Outplacement(7)   $0   $4,300   $0   $4,300   $4,300 Option Awards(8)   $0   $1,011,671   $0   $1,011,671   $1,011,671 Stock Awards(8)   $0   $8,905,919   $0   $8,905,919   $8,905,919 Total   $0   $13,327,253   $0   $13,327,253   $13,327,253 (1) All outstanding LTI awards would forfeit and no severance would be payable upon involuntary termination for cause. (2) During the two-year term of the UTC Merger Severance Plan, all outstanding LTI awards as of the date of separation would vest (or in the case of PSUs, remain eligible to vest subject to Company performance through the end of the performance period) upon involuntary termination (without cause) or voluntary separation (with good reason). (3) As of December 31, 2021, Mr. Mitchill had not attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of a voluntary separation (without good reason) from the Company, all unvested awards would forfeit. (4) During the term of the UTC Merger Severance Plan, in the event of a qualifying termination following an RTX change-in-control, Mr. Mitchill would receive the same severance, benefits and LTI treatment he would receive upon an involuntary separation (without cause) or a voluntary separation (with good reason), except that the 2021 PSUs would vest in accordance with the RTX LTIP, at the greater of actual or target performance. 80RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL (5) In accordance with the UTC Merger Severance Plan, amounts shown reflect cash severance that would be paid in the case of an involuntary (without cause) separation, a voluntary (with good reason) separation, or a qualifying separation within two years of an RTX change-in-control event. (6) Mr. Mitchill does not participate in the Company’s pension plans. (7) In accordance with the UTC Merger Severance Plan, amounts shown reflect the estimated cost for one-year continuation of health and welfare benefits (based on current elections), an annual executive physical, financial planning and outplacement services. (8) Reflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 2021 ($86.06). Where included, the 2021 PSUs assume maximum-level performance based on estimated performance as of December 31, 2021. The table below shows the estimated value of payments and benefits that Mr. Dumais would have been entitled to receive had his employment terminated on December 31, 2020,2021, under various hypothetical circumstances.   Involuntary Separation (for Cause)(1) Involuntary Separation (without Cause)(2) Voluntary Separation (without Good Reason)(3) Voluntary Separation (with Good Reason)(2) Separation following a Change-in-Control(4)             Severance           Cash Payment $0 $3,230,000 $0 $3,230,000 $3,230,000             Benefits           Pension(5) $4,091,912 $4,091,912 $4,091,912 $4,091,912 $4,091,912 Health & Welfare Continuation(6) $0 $37,847 $0 $37,847 $37,847 Financial Planning(6) $0 $16,000 $0 $16,000 $16,000 Outplacement(6) $0 $5,500 $0 $5,500 $5,500             Long-Term Incentives(7)           Option Awards $0 $0 $0 $0 $0 Stock Awards $0 $9,260,545 $4,376,269 $9,260,545 $9,260,545 Total $4,091,912 $16,641,804 $8,468,181 $16,641,804 $16,641,804         Involuntary Separation (for Cause)(1)       Involuntary Separation (without Cause)(2)       Voluntary Separation (without Good Reason)(3)       Voluntary Separation (with Good Reason)(2)       Separation following a Change-in-Control(4) Cash Payment(5)   $0   $3,344,000   $0   $3,344,000   $3,344,000 Pension(6)   $0   $0   $0   $0   $0 Health & Welfare Continuation(7)   $0   $32,233   $0   $32,233   $32,233 Financial Planning(7)   $0   $13,500   $0   $13,500   $13,500 Outplacement(7)   $0   $4,300   $0   $4,300   $4,300 Option Awards(8)   $0   $2,397,806   $1,802,083   $2,397,806   $2,397,806 Stock Awards (8)   $0   $13,382,846   $3,827,346   $13,382,846   $13,382,846 Total   $0   $19,174,685   $5,629,430   $19,174,685   $19,174,685 (1) All outstanding LTI awards would have forfeitedforfeit and no severance would be payable upon involuntary termination for cause. (2) In accordance withDuring the two-year term of the UTC Merger Severance Plan, all outstanding LTI awards as of the date of separation would have vestedvest (or in the case of PSUs, remain eligible to vest subject to Company performance through the end of the performance period) upon involuntary termination (without cause) or voluntary separation (with good reason). 88RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL (3) As of December 31, 2020,2021, Mr. Dumais had attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of a voluntary separation (without good reason) from the Company, his annual LTI awards would have receivedreceive the beneficial treatment reserved for retirement eligibleretirement-eligible employees. These awards, if outstanding for more than one year, would have beenbe treated as follows: (1) SAR and RSU awards outstanding would vest; and (2) PSUs (that converted to RSUs upon the Spinoffsspinoffs of Carrier and Otis) would have remainedremain eligible to vest on the original vestingvest date. Awards outstanding for less than one year, ELG RSUs and the retention RSUs granted to Mr. Dumais on February 5, 2019, which does not carry beneficial retirement treatment, would have been forfeitedforfeit in the case of a voluntary separation (without good reason) from the Company. (4) InDuring the term of the UTC Merger Severance Plan, in the event of a qualifying termination followingwithin two years of an RTX change-in-control, Mr. Dumais would have receivedreceive the same severance, benefits and long-term incentiveLTI treatment he would have receivedreceive upon an involuntary separation (without cause) or a voluntary separation (with good reason), pursuant toexcept that the 2021 PSUs would vest in accordance with the RTX LTIP, at the greater of actual or target performance. (5) In accordance with the UTC Merger Severance Plan.Plan, amounts shown reflect cash severance that would be paid in the case of an involuntary (without cause) separation, a voluntary (with good reason) separation, or a qualifying separation within two years of an RTX change-in-control event. (5)(6) EstimatedAn estimated lump-sum present value of the qualified and nonqualified portion of the retirement benefits accrued under the legacy UTC pension plans, assuming retirement or termination on December 31, 2020, payable at age 55; if later, based on the plan’s 2021 lump-sum basis. The present value of benefits payable underupon a separation from the qualified pension plan is shownCompany can be found in the Pension Benefits table on pages 80-81.page 75. (6)(7) In accordance with the UTC Merger Severance Plan, amounts shown reflect the estimated cost for one-year continuation of health and welfare benefits based on current elections, an annual executive physical, financial planning and outplacement services. (7)(8) Reflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 20202021 ($71.51)86.06). Mr. Dumais’ unvested SAR awards were underwaterWhere included, the 2021 PSUs assume maximum-level performance based on estimated performance as of year-end. The table below shows the estimated value of payments and benefits that Mr. Mitchill would have been entitled to receive had his employment terminated on December 31, 2020, under various hypothetical circumstances.   Involuntary Separation (for Cause)(1) Involuntary Separation (without Cause)(2) Voluntary Separation (without Good Reason)(3) Voluntary Separation (with Good Reason)(2) Separation following a Change-in-Control(4)             Severance           Cash Payment $0 $2,210,000 $0 $2,210,000 $2,210,000             Benefits           Pension(5) $0 $0 $0 $0 $0 Health & Welfare Continuation(6) $0 $27,205 $0 $27,205 $27,205 Financial Planning(6) $0 $16,000 $0 $16,000 $16,000 Outplacement(6) $0 $5,500 $0 $5,500 $5,500             Long-Term Incentives(7)           Option Awards $0 $0 $0 $0 $0 Stock Awards $0 $4,361,752 $0 $4,361,752 $4,361,752 Total $0 $6,620,457 $0 $6,620,457 $6,620,457 (1) All outstanding LTI awards would have forfeited upon involuntary termination for cause. (2) In accordance with the UTC Merger Severance Plan, outstanding LTI awards would have vested upon involuntary termination (without cause) or voluntary separation (with good reason). (3) As of December 31, 2020, Mr. Mitchill had not attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of a voluntary separation (without good reason) from the Company, all unvested awards would have forfeited, and vested SARs would have remained exercisable for up to 90 days following separation. (4) In the event of a qualifying termination following an RTX change-in-control, Mr. Mitchill would have received the same severance, benefits and long-term incentive treatment he would have received upon an involuntary separation (without cause) or a voluntary separation (with good reason), pursuant to the UTC Merger Severance Plan. (5) Mr. Mitchill does not participate in the Company’s pension plans. (6) In accordance with the UTC Merger Severance Plan, amounts shown reflect the estimated cost for one-year continuation of health and welfare benefits based on current elections, an annual executive physical, financial planning and outplacement services. (7) Reflects the value of unvested LTI awards that would vest following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 2020 ($71.51). Mr. Mitchill’s unvested SAR awards were underwater as of year-end.2021. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    89 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS ON TERMINATION OR CHANGE-IN-CONTROL CHRISTOPHER T. CALIO AND STEPHEN J. TIMM ELG RSU Award. Upon Mr.Messrs. Calio’s and Timm’s appointment to the Executive Leadership Group (“ELG”) in 2020, he was, they were granted an ELG RSU award that will vest only upon a qualifying separation (as defined under the ELG program and detailed on pages 66-67)62-63), and Mr. Timm’supon the execution of an agreement containing post-employment restrictive covenants designed to protect the Company’s interests, including (i) non-competition; (ii) employee non-solicitation; (iii) non-disparagement; (iv) protection of confidential, sensitive, and proprietary information; and (v) post-termination cooperation. RTX 2018 Long-Term Incentive Plan. InUnder the RTX LTIP, in the case of a qualifying termination (as defined in the plan) within two years following an RTX change-in-control event (as defined in the plan), Mr. Timm’sall outstanding LTI awards (including ELG RSUs) would vest, with PSUs vesting at the greater of actual or target performance. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    81 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL The table below shows the estimated value of payments and benefits that Mr. Calio would have been entitled to receive had his ELG RSU) would vest.employment terminated on December 31, 2021, under various hypothetical circumstances.         Involuntary Separation (for Cause)(1)       Involuntary Separation (without Cause)(2)       Voluntary Separation (without Good Reason)(3)       Voluntary Separation (with Good Reason)(3)       Separation following a Change-in-Control(4) Cash Payment   $0   $0   $0   $0   $0 Pension(5)   $0   $0   $0   $0   $0 Health  & Welfare Continuation   $0   $0   $0   $0   $0 Financial Planning   $0   $0   $0   $0   $0 Outplacement   $0   $0   $0   $0   $0 Option Awards(6)   $0   $769,472   $0   $0   $1,387,179 Stock Awards(6)   $0   $3,442,175   $0   $0   $12,444,104 Total   $0   $4,211,647   $0   $0   $13,831,283 (1) Outstanding LTI awards would forfeit upon involuntary termination for cause. (2) In the event of an involuntary separation (without cause), ELG RSUs would vest and outstanding awards held for at least one year, would be treated as follows: (1) SARs and RSUs would vest on a pro-rata basis; and (2) a pro-rata portion of PSUs (that converted to RSUs upon the spinoffs of Carrier and Otis) would remain eligible to vest on the original vesting date. Annual LTI awards outstanding for less than one year and the retention RSUs granted to Mr. Calio on February 5, 2019, which does not carry retirement treatment, would forfeit in the case of involuntary separation (without cause). (3) As of December 31, 2021, Mr. Calio had not attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of a voluntary separation (with or without good reason) from the Company, all unvested awards would forfeit following separation. (4) In the event of a qualifying termination within two years of an RTX change-in-control, all outstanding awards would vest in accordance with the RTX LTIP, including the 2021 PSUs, which would vest at the greater of actual or target performance. (5) An estimated lump-sum present value of the qualified and nonqualified pension benefits payable upon a separation from the Company can be found in the Pension Benefits table on page 75. (6) Reflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 2021 ($86.06). Where included, the 2021 PSUs assume maximum-level performance based on estimated performance as of December 31, 2021. The table below shows the estimated value of payments and benefits that Mr. Timm would have been entitled to receive had his employment terminated on December 31, 2020,2021, under various hypothetical circumstances.   Involuntary Separation (for Cause)(1) Involuntary Separation (without Cause)(2) Voluntary Separation (without Good Reason)(2) Voluntary Separation (with Good Reason)(2) Separation following a Change-in-Control(3)   Severance           Cash Payment $0 $0 $0 $0 $0   Benefits           Pension(4) $0 $0 $0 $0 $0 Health & Welfare Continuation $0 $0 $0 $0 $0 Financial Planning $0 $0 $0 $0 $0 Outplacement $0 $0 $0 $0 $0   Long-Term Incentives(5)           Option Awards $0 $0 $0 $0 $0 Stock Awards $0 $317,004 $317,004 $317,004 $2,237,619 Total $0 $317,004 $317,004 $317,004 $2,237,619         Involuntary Separation (for Cause)(1)       Involuntary Separation (without Cause)(2)       Voluntary Separation (without Good Reason)(2)       Voluntary Separation (with Good Reason)(2)       Separation following a Change-in-Control(3) Cash Payment   $0   $0   $0   $0   $0 Pension(4)   $0   $0   $0   $0   $0 Health  & Welfare Continuation   $0   $0   $0   $0   $0 Financial Planning   $0   $0   $0   $0   $0 Outplacement   $0   $0   $0   $0   $0 Option Awards(5)   $0   $107,145   $107,145   $107,145   $868,822 Stock Awards(5)   $0   $1,762,681   $1,762,681   $1,762,681   $8,592,747 Total   $0   $1,869,826   $1,869,826   $1,869,826   $9,461,569 (1) Outstanding LTI awards would have forfeitedforfeit upon involuntary termination for cause. (2) As of December 31, 2020,2021, Mr. Timm had attained retirement eligibility status under the terms of the RTX LTIP. As a result, in the event of an involuntary separation (without cause) or voluntary separation (with or without good reason), his annual LTIP awards would have received the beneficial treatment reserved for retirement eligibleretirement-eligible employees. These awards, if outstanding for more than one year, would be treated as follows: (1) SARs and RSUs would have vested;vest; and (2) PSUs (that converted to RSUs upon the Spinoffsspinoffs of Carrier and Otis) would remain eligible to vest on the original vesting date. Annual LTIP awards outstanding for less than one year, and Mr. Timm’sthe ELG RSU award, and the retention SAR award granted to Mr. Timm on July 2, 2019, which does not carry beneficial retirement treatment, would have forfeitedforfeit in the case of involuntary (without cause) or voluntary (with or without good reason) separation from the Company. (3) In the event of a qualifying termination followingwithin two years of an RTX change-in-control, the RTX LTIP provides for the accelerated vesting of all outstanding LTI awards (see page 68 for additional details). (4) Mr. Timm’s accrued nonqualified pension benefits were previously distributed to him upon UTC’s acquisition of Rockwell Collins in a lump-sum paymentwould vest in accordance with the change-in-control provisionsRTX LTIP, including the 2021 PSUs which would vest at the greater of the legacy Rockwell Collins plan. Theactual or target performance. (4) An estimated lump-sum present value of the qualified pension benefits payable underupon a separation from the qualified plan is shownCompany can be found in the Pension Benefits table on pages 80-81.page 75. (5) Reflects the value of unvested LTI awards that would vest (or remain eligible to vest) following a separation from the Company, calculated using the closing stock price of RTX on the last trading day of 20202021 ($71.51)86.06). Mr. Timm’s unvested SAR awards were underwaterWhere included, the 2021 PSUs assume maximum-level performance based on estimated performance as of year-end.December 31, 2021. 9082    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL THOMAS A. KENNEDY In connection with the signing of the Merger agreement, the Company entered into employment agreements with Thomas A. Kennedy, the former CEO of Raytheon Company, and Gregory J. Hayes, the former CEO of United Technologies Corporation. These agreements outlined the leadership transition plan following the Merger and provided that, for the first two years after the Merger, Mr. Kennedy would serve as Executive Chairman of RTX and a member of the RTX board and Mr. Hayes would serve as President & CEO of RTX and a member of the RTX board. The agreements contemplated that, on the second anniversary of the Merger, Mr. Kennedy would retire and Mr. Hayes would succeed him as Chairman of the RTX board, in addition to his role of CEO. Following the one-year anniversary of the Merger, given that key integration activities and the leadership transition had progressed ahead of schedule, Mr. Kennedy announced he would accelerate his retirement to June 1, 2021, 10 months earlier than contemplated in his employment agreement. Under the terms of Mr. Kennedy’s employment agreement, Mr. Kennedy is subject to a perpetual confidentiality covenant, a one-year post-employment noncompetition covenant, and a two-year post-employment employee and customer non-solicitation covenant. Upon Mr. Kennedy’s retirement, the majority of his legacy Raytheon Company equity awards that were assumed by RTX in connection with the Merger were eligible to vest or continue vesting by their terms in accordance with retirement vesting provisions that pre-dated the Merger. In recognition of a release of claims agreed to by Mr. Kennedy at the time of his retirement, and in order to provide Mr. Kennedy with the benefit of the equity award vesting that he generally would have received had there been a need for him to continue service with RTX through the second anniversary of the Merger as originally contemplated, the Committee agreed to give Mr. Kennedy retirement vesting treatment for the remainder of his legacy Raytheon Company equity awards and for his 2021 RTX LTI awards. The table below shows the values of payments and benefits that Mr. Kennedy received in connection with his retirement from the Company on June 1, 2021. Payments and Benefits Provided Upon Separation Cash Payment(1) $1,283,350 Pension(2) $0 Accrued Paid Time Off(3) $136,307 Health  & Welfare Continuation $7,477 Option Awards(4) $2,173,050 Stock Awards(4) $42,341,175 Total $45,941,359 (1) Represents the payment of Mr. Kennedy’s 2021 target annual incentive award prorated for the portion of the year in which Mr. Kennedy was employed by the Company. Mr. Kennedy was not eligible for, and did not receive, cash severance in connection with his retirement. (2) Estimated lump-sum present value of the qualified and nonqualified pension benefits that will be distributed, or were distributed during the year, to Mr. Kennedy in connection with his retirement from the Company, can be found in the Pension Benefits table on page 75. (3) Reflects the value of accrued (and unused) paid time off that Mr. Kennedy was paid upon his separation from the Company. (4) Reflects the value of unvested LTI awards that vested (or remain eligible to vest) following Mr. Kennedy’s June 1, 2021 retirement from the Company, calculated using the June 1, 2021 closing RTX stock price of $88.99 and assuming the maximum level of performance for 2021 PSUs based on estimated performance as of December 31, 2021. The 2021 RSUs and legacy RTN PSUs (which converted to RTX RSUs upon the Merger) are subject to a 6-month delay in settlement required under IRC Section 409A. The legacy RTN RSUs granted to Mr. Kennedy prior to the Merger continue to vest following retirement per the terms of the awards, subject to Mr. Kennedy’s adherence to certain restrictive covenants (including a non-competition agreement), and the 2021 PSUs will be settled based on actual Company performance results through December 31, 2023. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    83 Table of Contents COMPENSATION TABLES | POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL ANTHONY F. O’BRIEN III Pursuant to the terms of Mr. O’Brien’s legacy RTN change-in-control agreement, following his qualifying separation from the Company on April 7, 2021, he received: ● A lump-sum cash severance payment equal to the sum of: (i) base salary; and (ii) the greater of Mr. O’Brien’s annual incentive target for the year of separation or his 2019 annual incentive award; ● A pro-rated target annual incentive award for the year of separation; ● One year of additional credited service under the Company’s supplemental retirement plans; and ● One-year continuation of health and welfare benefits. In addition, under the terms of the legacy RTN Enhanced Severance Plan for Senior Leadership Team Members, Mr. O’Brien received, subject to his execution of release of claims in favor of the Company: ● A lump-sum cash severance payment equal to the sum of base salary and annual incentive target for the year of separation; and ● One additional year of health and welfare benefits. Stock awards granted to Mr. O’Brien prior to the Merger under the RTN Stock Plans vested upon his qualifying separation. However, awards granted to Mr. O’Brien under the RTX LTIP after the Merger were forfeited upon his separation from the Company. The table below shows the values of payments and benefits that Mr. O’Brien received in connection with his departure from the Company on April 7, 2021. Payments and Benefits Provided Upon Separation Cash Payment(1) $4,551,932 Pension(2) $1,057,741 Accrued Paid Time Off(3) $80,464 Health  & Welfare Continuation(4) $12,356 Stock Awards(5) $6,717,987 Total $12,420,480 (1) Reflects cash payments made in connection with the terms of Mr. O’Brien’s qualifying separation under the terms of his legacy RTN change-in-control agreement and the legacy RTN Enhanced Severance Plan for Senior Leadership Team Members. (2) Estimated lump-sum present value of the incremental one additional year of credited service under the RTN SERP pursuant to the terms of Mr. O’Brien’s RTN change-in-control agreement. An estimated lump-sum present value of Mr. O’Brien’s qualified and nonqualified pension benefits that will be distributed, or were distributed during the year in connection with his separation from the Company, can be found in the Pension Benefits table on page 75. (3) Reflects the value of accrued (and unused) paid time off that Mr. O’Brien was paid upon his separation from the Company. (4) Amounts shown reflect the estimated cost of two years of continuation of health and welfare benefits based on Mr. O’Brien’s current elections. (5) Reflects the value of LTI awards that vested as a result of Mr. O’Brien’s April 7, 2021 separation. Values shown are calculated based on the closing stock price of RTX on April 7, 2021 of $77.60. Mr. O’Brien’s RSUs were subject to a 6-month delay in settlement required under IRC Section 409A. 84RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents CEO Pay Ratio     Background Under SEC rules, we are required each year to disclose The following section discloses the ratio of theour median employee’s total annual compensation to the total annual compensation of the CEO. Below we explain the methodology that we used, in accordance with the SEC rules, to identify the median employee and to calculate the 20202021 ratio. Identifying the Median Employee The Company used the following parameters to identify the employee whose pay was at the median of all RTX employees globally. CONSISTENTLY APPLIED COMPENSATION MEASURE The compensation measure we used to identify the median employee was gross cash compensation paid to employees from October 1, 20192020 to September 30, 2020.2021. Gross cash compensation varies by country and is based on local pay practices, but generally includes: •● Base salary (including any local allowances) • ● Incentive pay (including cash bonuses, sales incentives and other variable pay programs) • ● Any other cash awards or payments(1) Annualized pay. Pay was annualized for employees who worked a partial year between October 1, 2020 and September 30, 2021. Partial-year employees may include mid-year hires, employees on paid or unpaid leave, and employees on active military duty. Foreign exchange rates. Foreign currencies were converted into U.S. dollars as of October 1, 2021, based on the average daily spot rates during September 2021. EMPLOYEES INCLUDED AND EXCLUDED For the purposes of identifying the median employee, we included all active RTX employees (excluding the CEO) on October 1, 2020,2021, located in 1311 countries in which RTX has operations. RTX’s employee population in these 1311 countries represents approximately 95%96% (or 175,600)167,593) of our 184,711174,847 active employees on that date. As of October 1, 2020,2021, our global population consisted of 128,887124,519 U.S. employees and 55,82450,328 non-U.S. employees. EMPLOYEES EXCLUDED We excluded 9,1117,254 employees from 58 countries under the SEC’s de minimis exemption.exemption(2) METHODOLOGY AND MATERIAL ASSUMPTIONS Annualized pay. Pay was annualized forand an estimated 703 employees who worked a partial year between October 1, 2019 and September 30, 2020. Partial-year employees include mid-year hires, employees on paid or unpaid leave, and employees on active military duty. Foreign exchange rates. Foreign currencies were converted into U.S. dollars as of October 1, 2020, based on the average daily spot ratesfrom three businesses we acquired during September 2020. 2021.(3) (1) In some countries, due to differences in payroll systems and local laws and regulations, gains realized on the vesting and/or exercise of equity awards, as well as Company contributions to government-sponsored benefit plans, may be included. (2) The countries and approximate number of RTX employees excluded from the calculation are as follows: Afghanistan (104)(4), Algeria (4), Australia (1,341), Austria (1), Bahrain (2), Belgium (18)(15), Brazil (240)(137), Cayman Islands (1), Chile (18)(19), Colombia (26)(19), Costa Rica (2), Cyprus (7), Czechia (54)(3), Denmark (4)(3), Djibouti (1)(11), Dominican Republic (2), Egypt (12)(11), El Salvador (1)(2), Finland (113)(2), Greece (6), Greenland (6)(7), Hong Kong (106), Hungary (2)(81), Indonesia (440)(400), Iraq (15)(30), Ireland (177), Israel (1,608)(1,226), Italy (723)(651), Japan (239)(213), Jordan (7)(4), Kenya (9), Korea (98), Kuwait (151)(48), Luxembourg (2)(1), Malaysia (132)(128), Marshall Islands (4), Mexico (1,960)(3), Morocco (99)(103), Netherlands (303)(192), New Zealand (401)(366), Norway (19)(32), Oman (6)(4), Panama (13), Peru (2), Portugal (1), Qatar (153)(200), Romania (19)(5), Russia (515)(358), Saudi Arabia (275)(267), Slovakia (5), South Africa (16), South Korea (149)(5), Spain (84)(63), Sweden (13)(24), Switzerland (46)(26), Taiwan (102)(107), Tanzania (13), Thailand (10)(4), Turkey (507)(524), Ukraine (25)(1), United Arab Emirates (318)(268), Vietnam (11)(10), and Yemen (1). (3) The entities acquired in 2021 and the approximate number of employees from each entity that were excluded from the calculation are: Dutch Thermoplastic Components (42), FlightAware (121), and SEAKR Engineering (540). RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    9185 Table of Contents CEO PAY RATIO | CALCULATING THE RATIO Calculating the Ratio METHODOLOGY Once we identified the median employee using gross cash compensation as our compensation measure, we then calculated the 20202021 total compensation for our CEO and for the median employee for the full year, using the same methodology requiredoutlined by the SEC for reporting in the Summary Compensation Table (see page 71)66). Under this methodology, compensation includes employee fringe benefits, such as Company contributions to healthcare and retirement plans. RESULTS The 20202021 total annual compensation value for Mr. Hayes was $20,970,890$23,316,063 and for RTX’s global median employee was $108,914,$112,078, resulting in a ratio of 193:208:1. With approximately 30%29% of our employees located outside the United States, RTX has operations in almost halfa third of the countries in the world. We believe paying competitive wages targeted at the median of local labor markets within our industry is essential to ensuring a productive, engaged workforce and a sustainable business. Consequently, a global ratio may not be particularly informative without any context for foreign labor markets and the diversity in thediverse roles of RTX’s employees around the world. Comparing RTX’s Ratio to Other Companies A number of factors unrelated to compensation significantly impact this calculation and are particularly important when comparing RTX’s ratio to ratios at other companies. These factors include industry-specific pay differentials, company and organizational structure (e.g., outsourcing versus insourcing) and the geographic location of employee populations. 9286    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents Audit Committee Report   The Audit Committee assists the Board of Directors in its oversight responsibilities relating to: the integrity of RTX’s financial statements; the independence, qualifications and performance of RTX’s internal and external auditors; the Company’s compliance with its policies and procedures, internal controls, Code of Conduct and applicable laws and regulations; policies and procedures with respect to risk assessment and management; and such other responsibilities as delegated by the Board from time to time. The Committee’s specific responsibilities and duties are set forth in the Audit Committee Charter adopted by the Board, which is available on the Company’s website. The Committee is composed entirely of independent directors who meet the independence and financial literacy requirements of the NYSE and the SEC. Management has the primary responsibility for the financial statements and the financial reporting processes, including the system of internal accounting controls.control over financial reporting. PricewaterhouseCoopers LLP (“PwC”), the Company’s independent auditor, is responsible for auditing the financial statements prepared by management and expressing an opinion on (i)both the conformity of the Company’s audited financial statements with U.S. generally accepted accounting principles;principles and (ii) the effectiveness of the Company’sour internal control over financial reporting. PwC is also responsible for discussing any issues they believe should be raised byto us. In performing its oversight responsibilities, the Committee reviewed and discussed with management and PwC, RTX’s auditedconsolidated financial statements as of and for the year ending onended December 31, 20202021 and RTX’s internal control over financial reporting.reporting as of December 31, 2021. The Committee also discussed with RTX’s internal auditors and PwC the overall scope and plans for their respective audits. The Committee also met with the internal auditors and PwC, with and without management present, to discuss the results of their examinations, the evaluation of RTX’s internal controls,control over financial reporting, management’s representations regarding internal control over financial reporting, and the overall quality of RTX’s financial reporting. The Committee has discussed with PwC the matters required by the Public Company Accounting and Oversight Board’s (“PCAOB”) Auditing Standard No. 1301 Communications with Audit Committees.Committees. It has also discussed with PwC its independence from RTX and its management, including communications from PwC required by the PCAOB’s Rule 3526, Communication with Audit Committees Concerning Independence.Independence, Rule 3524, Audit Committee Pre-Approval of Certain Tax Services, and Rule 3525, Audit Committee Pre-approval of Non-audit Services Related to Internal Control Over Financial Reporting. The Committee pre-approves all audit and non-audit services to be provided by PwC, and the related fees for those services. The Committee has concluded that PwC’s provision of non-audit services, as described in the table on page 9488, does not impair PwC’s independence as the external auditor. PwC has representedreported to the Committee that RTX’s audited financial statements wereare fairly presented in accordance with U.S. generally accepted accounting principles. The Committee reviewed (i) management’s assessment and report on the effectiveness of RTX’s internal control over financial reporting; and (ii)reporting, as well as PwC’s audit report on the effectiveness of RTX’s internal control over financial reporting, the latter of which isare both included in RTX’s Annual Report on Form 10-K for the fiscal year ending on December 31, 2020.2021. Based on the reviews and discussions referred to above, the Committee has recommended to the Board of Directors that the audited financial statements be included in RTX’s Annual Report on Form 10-K for the year ending on December 31, 20202021 for filing with the SEC. The Committee has nominated PwC for appointment by the shareowners at the 20212022 Annual Meeting to serve as RTX’s independent auditor for 2021.2022. Audit Committee Audit Committee Fredric G. Reynolds, Chair Bernard A. Harris, Jr. Denise L. Ramos Tracy A. Atkinson Ellen M. Pawlikowski Robert O. Work Tracy A. Atkinson Denise L. Ramos RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    9387 Table of Contents Proposal 3: Appoint PwC LLP to Serve as Independent Auditor for 20212022     What am Ivoting on? As required by our Bylaws, we are asking shareowners to vote on a proposal to appoint a firm of independent registered public accountants to serve as the Company’s independent auditoruntil the next annual meeting. PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting firm, served as RTX’s independent auditor in 2020. It also served as the independent auditor of UTC and Raytheon Company before the Merger that formed RTX in 2020.2021. For 2021,2022, the Audit Committee has again nominated PwC to be our independent auditor, and the Board of Directors has approved the firm for appointment by the shareowners to serve until the next Annual Meeting in 2022.2023. Frequently Asked Questions About the Auditor HOW IS THE AUDITOR RETAINED AND REVIEWED BY THE COMPANY? The Audit Committee is directly responsible for the nomination, compensation, retention and oversight of the Company’s independent auditor. To fulfill this responsibility, the Committee engages in an annual evaluation of the independent auditor’s qualifications, performance and independence, and periodically considers the advisability of selecting a different independent registered public accounting firm to serve in that capacity. PwC, or one of its predecessor firms, has been retained as RTX’s independent audit firm continuously since 1947. IS THEHOW LONG MAY AN AUDIT PARTNER ROTATED? PROVIDE SERVICES TO RTX? In accordance with SEC rules and PwC policies, audit partners are subject to rotation requirements that limit the number of consecutive years an individual partner may provide service to RTX. For lead and concurring audit partners, the limit is five years. The selection process for the lead audit partner includes a meeting between the Chair of the Audit Committee and the candidate, as well as consideration of the candidate by the full Committee with input from management. WILL THE AUDITOR ATTEND THE ANNUAL MEETING? Representatives of PwC will attend the 20212022 Annual Meeting. The representatives may make a statement and will be available to respond to appropriate questions from shareowners. WHAT WERE THE AUDITOR’S FEES IN 20202021 AND 2019?2020? (in thousands)   Audit   Audit-Related   Tax   All Other Fees   Total 2019   $44,960   $32,710   $35,071   $1,787   $114,528 2020   $37,737   $2,969   $27,250   $900   $68,856 Fees in 2020 include fees relating to Raytheon Company post-Merger. (in thousands)   Audit     Audit-Related     Tax     All Other Fees     Total   2021   $ 31,270     $ 4,550     $ 13,616     $ 199     $ 49,635   2020   $ 37,737     $ 2,969     $ 27,250     $ 900     $ 68,856   9488    RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents PROPOSAL 3: APPOINT PWC LLP TO SERVE AS INDEPENDENT AUDITOR FOR 2021 2022 Audit Fees. Audit fees in both years consisted of fees for the audit of RTX’s consolidated annual financial statements and the effectiveness of its internal control over financial reporting, the review of interim financial statements in RTX’s quarterly reports on Form 10-Q and the performance of audits in accordance with statutory requirements. Audit fees for statutory audits were approximately $10,050,000 in 2021 and $12,017,000 in 20202020. In 2021 and $17,700,000 in 2019. In 2020, and 2019, audit fees also included fees associated with various SEC filings,filings. In 2020, audit fees also included non-recurring integrated audit fees resulting from COVID-19, as well as non-recurring integrated audit fees resulting from the separations of Carrier and Otis, and the Merger. In 2020, audit fees also included non-recurring integrated audit fees resulting from COVID-19, and 2019 audit fees included non-recurring audit fees related to the acquisition of Rockwell Collins. Audit-Related Fees. Audit-related fees in both years included fees for employee benefit plan audits, advice regarding the application of generally accepted accounting principles for proposed transactions, special reports pursuant to agreed-upon procedures, contractually required auditsattestations and compliance assessments. Audit-related fees in 20192021 also included approximately $31,000,000$1,780,000 of fees associated with a carve-out audits foraudit related to a divestiture completed during the separations of Carrier and Otis. year. Tax Fees. Tax fees in 20202021 and 20192020 consisted of approximately $11,208,000$9,422,000 and $10,237,000,$11,208,000, respectively, for U.S. and non-U.S. tax compliance, related planning and assistance with tax refund claims and expatriate tax services, and approximately $16,042,000$4,194,000 and $24,834,000,$16,042,000, respectively, for tax consulting and advisory services that included fees in 2020 associated with the separations of Carrier and Otis, and the Merger. All Other Fees. All other fees in both years primarily related to accounting research software, government compliance,included fees for cybersecurity risk assessment and proxy consulting services. All other fees in 2020 also included fees for government compliance services and accounting research software. HOW DOES THE COMMITTEE MONITOR AND CONTROL NON-AUDIT SERVICES? The Audit Committee has established procedures requiring its review and advance approval of all engagements for non-audit services provided by PwC. The Committee Chair has the delegated authority to pre-approve non-audit services with certain limitations and must notify the Committee at its next meeting of each particular service approved by delegation.so approved. The Committee approved all of thePwC’s engagements and fees for 20202021 and 2019. 2020. The Committee reviews with PwC whether the non-audit services to be provided are compatible with maintaining the firm’s independence. In addition, the Committee monitors the fees paid to PwC for non-audit services in relation to the aggregate fees paid for audit and audit-related services to ensure that fees paid in any year to PwC for non-audit services do not exceed the fees paid for audit and audit-related services. Non-audit services consist of those described above, as included in the tax fees and all other fees categories. WHY SHOULD I VOTE FOR THIS PROPOSAL? Through its review process, the Audit Committee determined that PwC has acquired extensive knowledge of the Company’s operations, performance and development through its previous service as the independent auditor for UTC and Raytheon Company.RTX. The Audit Committee and the Board of Directors believe that the continued retention of PwC as our independent auditor is in the best interest of the Company and our shareowners. The Board of Directors unanimously recommends a vote FOR the appointment of PwC to serve as the Company’sIndependent Auditor for 2021.2022. RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT    9589 Table of Contents Proposal 4: Approve an Amendment to the RaytheonRestated Certificate of Technologies CorporationIncorporation to Reduce the Executive Annual Incentive PlanVoting Threshold Required to Repeal Article Ninth     What am I voting on? We are asking The Board unanimously recommends that shareowners to approve an amendment to the Raytheon Technologies Corporation Executive Annual Incentive Plan (the “Plan”)Company’s Restated Certificate of Incorporation to reduce the voting threshold required to repeal Article Ninth. Shareowner approval, as the first step in a two-step process to eliminate the supermajority voting provisions of the Plan is required by the Company’s Bylaws. If Proposal 4 is approved by shareowners, the Plan will enable the Company to: • Attract, retain and motivate executives who are key to the successRestated Certificate of the Company; • Promote the achievement of annual performance goals that we wish to reinforce; and • Ensure a strong linkage of pay to performance. Key features of the Plan are summarized below. The full text of the Plan can be found in Appendix C to this Proxy Statement on pages 121-125. Incorporation. WHY SHOULD I VOTE FOR THIS PROPOSAL? Frequently Asked Questions AboutBackground on the Plan IS THIS A NEW BENEFIT FOR EXECUTIVES? No. The Plan will replace and supersedeCurrent Supermajority Requirement. Article Ninth of RTX’s Restated Certificate of Incorporation (“Certificate”) currently requires a vote of 80% of the Company’s prior executive annual incentive plan, the Raytheon Technologies Annual Executive Incentive Compensation Plan (formerly the United Technologies Corporation Annual Executive Incentive Compensation Plan). Asoutstanding shares to approve certain business combinations with an interested party, which is a party that owns 10% or more of the dateCompany’s outstanding common stock. The adoption of this Proxy Statement, no awards haveany provision inconsistent with, or that repeals or amends, Article Ninth requires the same supermajority vote, provided, however that Article Ninth may be amended by a vote of a simple majority of the Company’s outstanding shares if the amendment has been granted underpreviously approved by a majority of the Plan. All awards to be made under the PlanCompany’s directors who are subjectnot affiliated with an interested party and were directors prior to the future exercise of discretiontime that an interested party became an interested party (“Disinterested Directors”). Article Ninth is the only provision in the Company’s Certificate or Bylaws requiring a supermajority vote. Article Ninth was approved by the Committee or its delegates, and accordingly are not presently determinable.Company’s shareowners in 1983 to protect against a self-interested action by large shareowners by requiring broad shareowner consensus to make certain fundamental changes. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN? Any employee who has been designated byWhile such protections can be beneficial to shareowners in certain instances, the Board believes that such provisions also can limit the ability of shareowners to effectively participate in corporate governance. The Board also recognizes that currently shareowners generally oppose supermajority provisions such as the one in our Certificate. Indeed, when the Company as an executivepresented a proposal to eliminate Article Ninth for shareowner approval at the 2018 and 2019 Annual Meetings, it received approximately a 99% favorable vote (from those shareowners who is onvoted) each year; but, notwithstanding the active salaried payrollCompany’s concerted efforts to increase turnout, the proposal still fell short because less than 80% of the Company (or an affiliate),outstanding shares voted in favor of repeal. An advisory shareowner proposal at any time during the performance period. As of December 31, 2020 there were approximately 1,300 employees of RTX and its subsidiaries and affiliatesAnnual Meeting received over a 97% favorable vote (from those shareowners who would be eligible to participate in the Plan. WHO IS ELIGIBLE TO RECEIVE AN AWARD UNDER THE PLAN? A participant must be employed on the last day of the performance period to be eligible to receive an award. However, the actual receipt of an award is dependent upon Company, business unit and/or individual performance. WHAT TYPE OF PERFORMANCE GOALS MAY BE USED UNDER THE PLAN? Performance goals may consist of: • Financial, operational and/or strategic performance measures for the Company, an affiliated entity or any business or functional unit; • Individual performance goals; or • Any other goals as may be determined by the Compensation Committee of the Board. voted). 96    90RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT Table of Contents PROPOSAL 4: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION EXECUTIVE ANNUAL INCENTIVE PLANRESTATED CERTIFICATE OF INCORPORATION TO REDUCE THE VOTING THRESHOLD REQUIRED TO REPEAL ARTICLE NINTH Why We Propose to Amend the Repeal Threshold As the First Step to Eliminating the Supermajority Voting Provisions. The Board is committed to good governance practices, continuously monitoring governance issues of interest to shareowners and responding to shareowner concerns. The Governance Committee and the Board carefully considered the input from shareowners, including the broad, albeit insufficient, support that the related proposals received at the 2018 and 2019 Annual Meetings, the level of support for the advisory shareowner proposal at the 2020 Annual Meeting, and direct feedback from shareowners during the Company’s shareowner outreach efforts in 2021. They also considered the advantages and disadvantages of maintaining the supermajority vote requirements in Article Ninth, including such requirement necessary to repeal Article Ninth, and the Company’s prior proposals to repeal it. HOW ARE AWARDS DISTRIBUTED UNDER THE PLAN? Awards under the Plan will be paid in a lump sum in cash. DOES A CLAWBACK POLICY APPLY TO AWARDS UNDER THE PLAN? Yes. RTX has a comprehensive Clawback Policy that can be foundBased on the Corporateforegoing, the Governance sectionCommittee considered a two-step process to repeal Article Ninth of our website at: www.rtx.com/our-company/corporate-governance#Governance-Documents-and-Policies. This policy allowsthe Restated Certificate of Incorporation and recommended to the Board that the Company proceed with the two-step process, as described in this proposal. As a result, the Board, comprised entirely of Disinterested Directors with regard to recoup annual incentive awards in several circumstances, includingthis matter, unanimously adopted a resolution on February 11, 2022 authorizing and declaring it advisable and in the event of a financial restatement (whether or not this involves misconduct), a recalculation of a financial metric affecting an award, violation of our Code of Conduct, failure to meet employee health and safety standards, violation of post-employment restrictive covenants, exposurebest interests of the Company to excessive risk as determined under our Enterprise Risk Management programamend the Certificate to reduce the approval threshold for amending or employee negligence (including negligent supervisionrepealing Article Ninth to a simple majority vote of the outstanding shares, and recommended the submission of this amendment for shareowner approval at the 2022 Annual Meeting. Shareowners may approve this first step amendment by a subordinate), if such negligence causes significant harmmajority vote of the outstanding shares. In the event that the amendment is approved at 2022 Annual Meeting, then the voting threshold to repeal Article Ninth thereafter would be a simple majority vote of the Company. Company’s outstanding shares. The Company believes this two-step approach – amendment of Article Ninth this year followed by a proposal to repeal it next year – is more likely to result in the ultimate elimination of the supermajority voting provisions than continuing to seek approval by 80% of the outstanding shares, given historic and anticipated future turnout. WHAT HAPPENS IN THE CASE OF A CHANGE-IN-CONTROL?IF THIS PROPOSAL IS APPROVED? Upon a change-in-control, the Plan will terminate. Each eligible employee will be entitled to receive a pro-rated target award for the portionThe proposed amendment would modify Section 7 of Article Ninth of the current performance period throughCertificate such that the change-in-control date (the “Stub Period”). WHO IS THE PLAN ADMINISTRATOR? The Plan willapproval threshold to amend or repeal Article Ninth would be administered by the Compensation Committeereduced from 80% or more of the voting power of the Company’s common stock to a majority of the voting power of the Company’s common stock. A copy of the proposed amendment, marked with strike-outs to show the deletions and underline text to show additions, is included in Appendix C on page 105. If this proposal is approved, (1) the amended Certificate would become effective upon the filing of a Certificate of Amendment with the State of Delaware, which the Company would file promptly following the shareowner vote, and (2) the Board or its delegate. The Committee hasintends to propose an amendment at the authority in its sole discretionCompany’s 2023 Annual Meeting that would repeal Article Ninth, which shareowners would then be able to administerapprove by a vote of a majority of the Plan andCompany’s outstanding shares. Accordingly, if that subsequent amendment is approved at the Company’s 2023 Annual Meeting, all business combinations would be subject only to exercise all the powers and authorities that are granted to itany applicable approval requirements under the Plan or are necessary or advisable for the administration of the Plan. HOW IS THE PLAN AMENDED OR TERMINATED? The Board or the Committee will have the right at any time to amend, suspend, discontinue or terminate the Plan, in whole or in part. However, no amendment may annul or reduce an outstanding award without the consent of the employee (except in the case of a recoupment of awards in connection with our Clawback Policy). In addition, no amendment adopted in connection with or in anticipation of a change-in-control may adversely affect an employee’s entitlement to a pro-rated award for the Stub Period. Delaware General Corporation Law. The Board of Directors unanimously recommends a vote FOR this proposal. RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT 9791 Table of Contents Proposal 5: Approve an Amendment to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan What am I voting on? We are asking shareowners to approve an amendment to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan (the “Plan”). Our Board of Directors (the “Board”) approved this amendment on February 6, 2021, subject to shareowner approval as required by the NYSE. If shareowners approve Proposal 5, the Plan will be amended to: • Authorize 75 million additional shares for future issuance under the Plan. Approximately 24.3 million shares previously approved by shareowners for issuance under the Plan will also remain available. • Extend the term of the Plan to April 26, 2031, the 10th anniversary of the 2021 Annual Meeting. If the amendment is not approved by shareowners, the Plan will remain in full force and effect through April 30, 2028. Awards outstanding under the Plan on the termination date will not be impacted by the termination. Key features of the Plan are summarized below. The full text of the Plan can be found in Appendix D to this Proxy Statement on pages 126-138. Background on the Plan The Plan was originally approved by shareowners at UTC’s 2018 Annual Meeting and was called the United Technologies Corporation 2018 Long-Term Incentive Plan. At that time, a total of 35 million shares were authorized for future issuance, and approximately 24.8 million shares that had been issued under the previous UTC long-term incentive plan became issuable under the Plan. Following the Merger of UTC and RTN in 2020, the Plan’s name was changed to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan. In accordance with the terms of the Plan, upon the Spinoffs of Carrier and Otis on April 3, 2020, shares remaining for future issuance under the Plan were adjusted using the same conversion ratio used to adjust and convert UTC stock awards into RTX stock awards, as outlined in the Employee Matters Agreement, as amended. This resulted in an increase in the number of RTX shares available for future issuance under the Plan. �� Awards based on RTX Common Stock are granted exclusively under this Plan. Why Should I Vote for This Proposal? RTX believes that the authorization of an additional 75 million shares, in addition to the shares remaining available under the Plan (approximately 24.3 million shares as of February 23, 2021, excluding shares attributable to outstanding awards), is necessary because the Merger will increase the number of participants who will receive awards under the Plan, and any remaining shares under the Raytheon Company 2019 Stock Plan cannot be used for future RTX equity awards. Further, as a result of the Spinoffs and Merger that occurred in April 2020, the Company has undergone a substantial change to its capitalization structure, for which we expect will result in the Company requiring additional shares. 98    RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents PROPOSAL 5: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN The Board strongly believes that the Plan benefits our shareowners. It has served, and will continue to serve, its intended purposes, which are: • To align shareowner and management interests. The Plan enables RTX to create equity-based compensation opportunities that correlate with shareowner value. • To drive long-term, sustainable growth. The Board believes that equity incentive award opportunities focus management on long-term, sustainable performance and have helped RTX achieve a 96% cumulative total shareowner return over the 10-year period ending on December 31, 2020. • To enable RTX to benefit from top talent. The Plan supports RTX’s ability to attract, retain and motivate a qualified and talented employees, which has enabled us to maintain our competitive advantage. For a discussion of the role of equity-based awards in RTX’s executive compensation program, please refer to the Compensation Discussion and Analysis (“CD&A”) beginning on page 42 of this Proxy Statement. HOW DOES THE PLAN PROTECT SHAREOWNERS? The following features have been incorporated into the Plan to protect shareowners’ interests and mitigate potential risk: •  No assignment or transfer of awards for value •  No repricing of SARs or stock options without shareowner approval •  No discounting or underwater buyouts of SARs or stock options •  No evergreen provisions •  Awards do not automatically vest upon a change-in-control •  No liberal share recycling •  Plan payouts are subject to RTX’s robust Clawback Policy (which can be found on the Corporate Governance section of our website) •  Award terms include post-termination restrictive covenants •  No dividends or dividend equivalents can be issued before an award has vested •  No option reload feature •  Minimum vesting requirements The Plan also sets grant limits. In any calendar year, the limit for a participating employee is: •  1 million shares for stock appreciation rights and stock options •  $10 million for cash-denominated awards •  500,000 shares for restricted stock, restricted stock units or performance shares or any other type of “full-value award” For non-employee directors, awards under the Plan, when combined with any cash retainer fees, may not exceed $1.5 million during a calendar year. In addition, RTX’s policy prohibits our executives and directors from hedging or pledging RTX shares (see page 29 for details). HOW MUCH HAS THE PLAN DILUTED RTX OUTSTANDING SHARES? Since the adoption of the Plan in 2018, the number of shares subject to awards, as a percentage of the number of shares outstanding, has averaged approximately 8% per year. If shareowners approve the proposed increase in shares available for Plan awards, RTX expects that the annual dilution attributable to the Plan will approximate 7% to 8% on average. This level of dilution facilitates the Plan’s objectives of aligning compensation opportunity with shareowner value and maintaining a competitive compensation program. Overhang Rate. This measures the extent to which long-term incentives awarded to employees and non-employee directors dilute the Company’s outstanding shares. The higher the overhang rate, the greater the dilutive impact. OVERHANG* IS CALCULATED BY: RTX HISTORICAL OVERHANG RATE (%) * Data is based on: (1) shares available for future issuance under the Plan, as reported in Item 12 of RTX’s Form 10-K or Proxy Statement for the applicable year; (2) shares outstanding as of fiscal year-end under the Plan and the legacy RTN and Rockwell Collins plans assumed by the Company upon the Merger and acquisition, respectively, and as reported in RTX’s Form 10-K for the applicable year; and (3) basic common stock issued and outstanding as of the record date of the Proxy Statement for the applicable fiscal year. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    99 Table of Contents PROPOSAL 5: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN HOW LONG WILL THE SHARES AUTHORIZED UNDER THE PLAN LAST? The authorized reserve consisting of (i) 75 million shares of Common Stock, plus (ii) the number of shares currently available for new awards under the Plan as of the Effective Date of the Plan (approximately 24.3 million shares), is expected to be sufficient for Plan awards for approximately three to four years (based on our share counting methodology described below). After utilization of these shares, continued grants of awards under the Plan would require additional shareowner approval. Below is information about the rate at which shares have been used in recent years, our methodology for counting shares, the number of shares that are currently allocated to outstanding awards, as well as the number available for future issuance. BURN RATE Burn Rate. This is a measure of how quickly RTX is using the shares available under the Plan. The higher the burn rate, the more quickly shares are being used. BURN RATE* IS CALCULATED BY: RTX HISTORICAL BURN RATE (%) * Data for the above calculation—SARs, stock options and other units (other than PSUs) granted during the year, PSUs earned during the year, and weighted average basic shares outstanding—can be found in RTX’s Form 10-K for the applicable year. The burn rate is calculated by using 4.03 shares for every full-value award granted (other than PSUs) and each PSU earned during the applicable year, and 1 share for each SAR or stock option granted during the applicable year, as required by the Plan. HOW SHARES ARE COUNTED The following chart provides details on how awards granted under the Plan reduce the share pool available for future grants. Action Impact on shares available for awards Grant of restricted stock, restricted stock units, performance share units and any other award that is not a SAR or stock option (i.e., full-value awards). Number of shares available for future awards is reduced by 4.03 for each share granted. Grant of SARs and stock options. Number of shares available for future awards is reduced by 1 for each share granted. Award forfeits, terminates, expires or lapses instead of vesting or being exercised. Shares are made available for future awards under the Plan, based on the same number of shares originally removed from the Plan at the time of grant. Shares tendered or withheld to pay the exercise price of SARs or stock options or to satisfy tax withholding obligations. Shares are not made available for future awards under the Plan. Shares tendered or withheld on full-value awards to satisfy tax withholding obligations. Shares are not made available for future awards under the Plan. Settlement in cash of awards valued by reference to shares. Awards settled in cash do not count as shares issued under the Plan. 100RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents PROPOSAL 5: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN OUTSTANDING AWARDS AND SHARES AVAILABLE FOR ISSUANCE Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights ($/share) (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) As of December 31, 2020: Equity compensation plans approved by shareowners 6,965,951(1) $77.93 47,688,000(3) Equity compensation plans not approved by shareowners 1,645,146(2) - - As of February 23, 2021: Equity compensation plans approved by shareowners 12,015,074(4) $77.58 24,322,000(3) Equity compensation plans not approved by shareowners 1,379,179(2)(4) - - (1) Consists of the following issuable shares of Common Stock awarded under the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan (the “2018 LTIP”) and its predecessor plan, the United Technologies Corporation Long-Term Incentive Plan, as amended (together with the 2018 LTIP, the “RTX LTIPs”): (i) shares of Common Stock issuable upon the exercise of outstanding non-qualified stock options; (ii) shares of Common Stock issuable upon the exercise of outstanding SARs; (iii) shares of Common Stock issuable pursuant to outstanding RSUs awards; and (iv) shares of Common Stock issuable upon the settlement of outstanding deferred stock units and RSUs awarded under the Raytheon Technologies Corporation Board of Directors Deferred Stock Unit Plan, as amended and restated effective January 1, 2020. Under the RTX LTIPs, each SAR referred to in clause (ii) is exercisable for a number of shares of Common Stock having a value equal to the difference between the market price of RTX on the exercise date and the exercise price. For purposes of determining the total number of shares to be issued in respect of outstanding SARs as reflected in column (a) above, we have used the NYSE closing price for a share of Common Stock on December 31, 2020 of $71.51. The weighted-average exercise price of outstanding options, warrants and rights shown in column (b) takes into account only the shares identified in clauses (i) and (ii). (2) Consists of shares of Common Stock issuable pursuant to outstanding RSUs awards granted under the Raytheon Company 2019 Stock Plan and the Raytheon Company 2010 Stock Plan, as amended (“RTN Stock Plans”), that were assumed upon the Merger of UTC and RTN and the Rockwell Collins, Inc. 2015 Long-Term Incentives Plan (“RC LTIP”) that was assumed upon the acquisition of Rockwell Collins. (3) Represents the maximum number of shares of Common Stock available to be awarded under the Plan as of December 31, 2020 and February 23, 2021, respectively. RSUs and PSUs (full-value awards) will result in a reduction in the number of shares of Common Stock available for delivery under the Plan in an amount equal to 4.03 times the number of shares subject to the awards. SARs and stock options are not full-value awards and will result in a reduction in the number of shares of Common Stock available for delivery under the Plan on a one-for-one basis. (4) Reflects 2021 grants of stock options, SARs, PSUs and RSUs awarded under the 2018 LTIP since December 31, 2020, as well as exercises, vestings and cancellations under the RTX LTIPs, the RTN Stock Plans and the RC LTIP since December 31, 2020. For purposes of determining the number of SARs to be issued, the RTX Common Stock price on February 23, 2021, of $73.99 was used. PSUs included in the table reflect target-level performance. Up to an additional 1,323,165 PSUs could be issued if performance goals are achieved at maximum performance. As of February 23, 2021, the following awards were outstanding: Award Type   Weighted average exercise price ($/share)   Weighted average remaining term (years)   Shares SARs and Stock Options   $77.93   6.38   37,413,368 PSUs, RSUs and RSAs   -   -   9,656,741 Frequently Asked Questions About the Plan WHO ADMINISTERS THE PLAN? The Board has authority to administer the Plan or to designate the Compensation Committee or any other Board committee (including, with respect to awards to non-employee directors, the Committee on Governance and Public Policy) to act as an administrator. All references in this Proposal 5 to the “Committee” refers to the Board as a whole or the applicable committee designated by the Board. Subject to applicable law, the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members or other persons it selects, provided that no delegation of authority will be permitted that would cause a transaction pursuant to the Plan to be subject to (and not exempt from) Section 16(b) of the Securities Exchange Act of 1934, as amended. Subject to the terms and conditions of the Plan, the Committee will have absolute authority to administer the Plan, including the authority to determine who is eligible to receive awards, the types of awards, the number of shares to be granted and the terms and conditions of awards. The Committee also has authority to adopt procedures or sub-plans as necessary or advisable for award administration, or to comply with foreign legal or regulatory provisions for awards granted to participants outside of the United States. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    101 Table of Contents PROPOSAL 5: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN New Plan Benefits. As of the date of this Proxy Statement, no awards have been granted under the proposed amended and restated Plan. All awards to be made under the amended and restated Plan are subject to the future exercise of discretion by the Committee or its delegates, and accordingly are not presently determinable. Refer to the Directors Compensation and the Beneficial Share Ownership of Directors and Executive Officers tables on pages 37-38 and the Outstanding Equity at Fiscal Year-End table on pages 75-76 for details on the awards previously granted and outstanding under the 2018 LTIP as of December 31, 2020 for our non-employee director and NEOs, respectively. The closing price of shares of RTX Common Stock on the New York Stock Exchange on March 2, 2021, was $74.67. WHO IS ELIGIBLE TO RECEIVE AWARDS? Directors, officers and employees of RTX and its subsidiaries and affiliates, as well as prospective directors, officers and employees who have accepted offers of employment or consultancy from RTX and its subsidiaries and affiliates, are eligible to receive awards under the Plan. As of December 31, 2020, there were 15 directors and approximately 181,000 employees of RTX and its subsidiaries and affiliates. WHICH TYPES OF AWARDS CAN BE GRANTED? Stock Appreciation Rights and Stock Options. Stock appreciation rights and stock options create compensation opportunities that reflect increases in the value of RTX stock. They entitle the recipient to receive cash or shares with a value equal to the difference between the fair market value of one share on a specified future date (the “exercise date”) less the fair market value of one share on the grant date (the “spread”), multiplied by the number of stock appreciation rights or stock options that are exercised. Stock options granted under the Plan may either be incentive stock options (“ISOs”), which are intended to qualify for favorable tax treatment for the recipient under U.S. federal tax law, or nonqualified stock options, which do not qualify for favorable U.S. tax treatment. The exercise price is determined by the Committee and included in the applicable award agreement, and may not be less than the fair market value (as defined in the Plan) on the grant date. The term of each stock appreciation right and stock option is fixed by the Committee, but cannot be longer than 10 years from the grant date. The effect of a participant’s termination of service on any award held by the participant is described in the applicable award agreement. Once granted under this Plan, unless shareowners approve such action, a stock appreciation right or stock option may not be amended to decrease the exercise price; canceled in exchange for cash or other awards or for the grant of any new stock appreciation right or stock option with a lower exercise price; or made subject to any action that would be treated, under stock exchange listing standards or for accounting purposes, as a “repricing.” Exceptions apply in limited circumstances such as corporate transactions, as described on page 103 under “Plan and Award Adjustments.” A stock option that is intended to qualify as an ISO may not be granted to any individual who, on the grant date, owns more than 10% of the total combined voting power of all classes of stock of RTX, unless at the time the exercise price of such ISO is at least 110% of the fair market value of a share and the ISO is not exercisable after the fifth anniversary of the grant date. In addition, the aggregate fair market value of the shares at grant for which ISOs become exercisable by a participant during any calendar year may not exceed $100,000. Restricted Stock and Restricted Stock Units. Shares of restricted stock are actual shares of Common Stock issued to a participant; however, such shares are subject to conditions that must be met before the holder can exercise the right to sell the stock. The Committee determines who is eligible to receive restricted stock and the number of shares to be awarded, and sets terms and conditions for each award, such as the requirements for vesting and when the award may be subject to forfeiture. A participant holding restricted stock has all the rights of a shareowner of RTX holding shares of Common Stock (except the right to sell), including, if applicable, the right to vote the shares and the right to receive any dividends (except as otherwise noted under the question “Can Equity Awards Earn Dividends or Dividend Equivalents under the Plan?” below). Restricted stock units, which include deferred stock units and performance share units, are awards denominated in shares that are settled, subject to an award’s terms and conditions, either in a specified number of shares of Common Stock or in cash equal to the fair market value of a specified number of shares. The Committee may require that restricted stock units vest based on the continued service of the participant, the attainment of performance goals or a combination of both. Restricted stock units are settled upon vesting, or at a later time if permitted pursuant to a deferred compensation arrangement. Certain restricted stock unit awards may be eligible for dividends or dividend equivalents. Performance Awards. The grant or vesting of awards under the Plan may be conditioned on the achievement of performance goals established by the Committee, which may be based on attainment of specified levels of one or more of the following measures, or of any other measures determined by the Committee in its discretion including: stock price, total shareowner return, earnings (whether based on earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization), 102RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents PROPOSAL 5: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN earnings per share, return on equity, return on sales, return on assets or operating or net assets, market share, objective customer service measures or indices, pre- or after-tax income, net income, cash flow (before or after dividends or other adjustments), free cash flow, cash flow per share (before or after dividends or other adjustments), gross margin, working capital and gross inventory turnover, risk-based capital, revenue, revenue growth, return on capital (whether based on return on total capital or return on invested capital), cost control, gross profit, operating profit, unit volume or sales, in each case with respect to the Corporation or any one or more subsidiaries, divisions, business units or business segments thereof, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). Other Stock-Based Awards. The Committee may also grant other stock-based awards, not specifically described in the Plan, that are valued by reference to, or otherwise relate to, shares of Common Stock. Such awards are granted subject to terms and conditions consistent with the terms of the Plan, as determined by the Committee. Cash Awards. Cash awards are denominated and payable in cash, subject to terms and conditions consistent with the terms of the Plan, as determined by the Committee. CAN EQUITY AWARDS EARN DIVIDENDS OR DIVIDEND EQUIVALENTS UNDER THE PLAN? Equity awards, excluding SARs and stock options, may allow for dividend or dividend equivalent payments on the underlying shares, as specified in the award agreement or the schedule of terms applicable to such award. Any dividends or dividend equivalents credited will be subject to the same time- and/or performance-based vesting conditions that apply to such award and will, if vested, be delivered or paid at the same time as the award. WHAT IS THE MINIMUM VESTING PERIOD FOR AWARDS? The Committee may not grant awards with a designated vesting period of less than one year, except for a maximum of 5% of the authorized share reserve under the Plan. Additional Information About the Plan PLAN AND AWARD ADJUSTMENTS The Committee has discretion to make adjustments to the Plan and outstanding awards in limited circumstances, as described below. Corporate Transactions and Other Corporate Events. In the event of a: (i) merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of an equity interest in a subsidiary or affiliate, or similar event affecting RTX or any of its subsidiaries; or (ii) stock dividend, stock split, reverse stock split, reorganization, share combination or recapitalization or similar event affecting the capital structure of RTX, or a disaffiliation, separation or spinoff or other extraordinary dividend, the Committee may in its discretion, in the case of events described in clause (i) and (ii), make such substitutions or adjustments as it deems appropriate and equitable to: (A) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the Plan; (B) the various maximum limitations on the grants to individuals of certain types of awards; (C) the number and kind of shares or other securities subject to outstanding awards; (D) the financial goals or results relating to a performance goal; and (E) the exercise price of outstanding awards. In the case of certain corporate transactions, such an adjustment may involve cancelling outstanding awards in exchange for payments of cash, property or a combination of both, having an aggregate value equal to the value of such awards, which in the case of an option may be the excess, if any, of the deal consideration per share over the per share exercise price. Change-in-Control. Upon a change-in-control of RTX, participants will be granted replacement awards by the acquiring or surviving company that are of the same type held prior to the change-in-control. However, performance awards will be converted into replacement time-based awards for the remainder of the performance period (or a shorter period as determined by the Committee), with the number of underlying shares determined based on the greater of target performance or actual performance through the latest practicable date prior to the change-in-control. Replacement awards will generally continue to vest on the same schedule as the original awards, but will vest in full if, within the 24 months following the change-in-control, the Company terminates the participant’s employment (other than for cause) or the participant terminates for “good reason.” In the event an acquiring or surviving company refuses to issue replacement awards, or is not a publicly held company, then all awards will become vested in full, with performance awards vesting at the greater of target performance or actual performance through the latest practicable date prior to the change-in-control. The terms “cause,” “good reason” and “change-in-control” are defined in the Plan. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    103 Table of Contents PROPOSAL 5: APPROVE AN AMENDMENT TO THE RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN Plan and Award Amendments. The Committee may amend, alter or discontinue the Plan at any time, subject to two limitations. First, no amendment, alteration or discontinuance may materially impair the rights of a participant with respect to a previously granted award without the participant’s consent (unless the amendment is required to comply with applicable law, stock exchange rules, tax rules or accounting rules). Second, an amendment must receive approval of shareowners, if required by applicable law or stock exchange listing standards. The Committee may also unilaterally amend the terms of any outstanding award, but may not materially impair the rights of the participant with respect to such award without the participant’s consent (unless the amendment is necessary to comply with applicable law, stock exchange listing standards, tax rules or accounting rules). CLAWBACK PROVISIONS Awards granted under the Plan are subject to the Raytheon Technologies Corporation Clawback Policy, which can be found on the Corporate Governance section of our website at: www.rtx.com/our-company/corporate-governance#Governance-Documents-and-Policies. Under the terms of the Clawback Policy, the Committee has the authority, in the event of certain types of misconduct or upon the occurrence of specified events, to cancel awards, including vested awards, and to recoup gains realized by participants from previous awards (see page 69 for additional details). FEDERAL INCOME TAX CONSEQUENCES The following is a brief summary of the material U.S. Federal income tax rules that are generally relevant to Plan awards as of the date of this Proxy Statement. The laws governing the tax aspects of awards are highly technical and may change at any time. This discussion does not address state, local or non-U.S. income tax rules applicable to awards under the Plan. SARs and Stock Options. Upon the exercise of a SAR or a nonqualified stock option, an award recipient will recognize ordinary income equal to the spread. RTX will generally be entitled to a corresponding federal income tax deduction equal to the amount of ordinary income recognized by the recipient. Upon the sale of RTX Common Stock acquired upon exercise, the recipient will generally recognize a long- or short-term capital gain or loss, depending on whether the recipient held the share for more than one year from the date of exercise. With respect to ISOs, a recipient generally will not recognize taxable income when the ISO is exercised, unless the recipient is subject to the alternative minimum tax. If the recipient sells the shares more than two years after the ISO was granted and more than one year after the ISO was exercised, the recipient will recognize a long-term capital gain or loss, measured by the difference between the sale price and the exercise price of the shares. RTX will not receive a tax deduction with respect to the exercise of an ISO if the ISO holding period is satisfied. Award recipients do not recognize any taxable income, and RTX is not entitled to a deduction, upon the grant of a SAR, a nonqualified stock option or an ISO. Other Awards. A recipient of restricted stock, restricted stock units, other stock-based awards or cash awards will generally not recognize taxable income at the time of grant as long as the award is subject to a substantial risk of forfeiture as a result of performance-based and/or service-based vesting requirements. The recipient will generally recognize ordinary income when the conditions for vesting have been satisfied; or in the case of an award other than restricted stock for which the payout of cash or shares under the award is deferred beyond the vesting date, when the payout is received. RTX will generally be entitled to a corresponding deduction equal to the amount of income the recipient recognizes. If the recipient holds shares received upon settlement of an award for more than one year, the recipient will recognize long-term capital gain or loss when the shares are sold. IRC Section162(m). In general, Section 162(m) of the U.S. tax code limits RTX’s compensation deduction to $1 million paid in any tax year to any “covered employee” as defined under Section 162(m). Section 162(m) may result in all or a portion of the awards granted under the Plan to “covered employees” failing to be deductible to RTX for federal income tax purposes. The Board of Directors unanimously recommends a vote FOR this proposal. 104RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents Proposal 6: Shareowner Proposal to Amend Proxy Access Bylaw What am I voting on? Mr. John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, the beneficial owner of 100 shares of RTX’s Common Stock, has submitted the proposal and supporting statement set forth below for inclusion in the Proxy Statement for the 2021 Annual Meeting: Proposal 6—Improve Our Catch-22 Proxy Access Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access. The current arbitrary ration of 20 shareholders to initiate shareholder proxy access can be called Catch-22 Proxy Access. To assemble 20 shareholders, who have owned 3% of company stock for an unbroken 3-years, one would reasonably need to start with 60 activist shareholders who own 9% of company stock for an unbroken 3-years because initiating proxy access is a complicated process that is easily susceptible to errors. It is also highly susceptible to dropouts. The 60 activist shareholders could then be whittled down to 40 shareholders because some shareholders would be unable to timely meet all the paper chase requirements. After the 40 shareholders submit their paperwork to management—then management might arbitrarily claim that 10 shareholders do not meet the requirements figuring that shareholders do not want a battle in court and management might convince another 10 shareholders to drop out—leaving 20 shareholders. But the current bylaws do not allow 40 shareholders to submit their paperwork to management to end up with 20 qualified shareholders. And 60 shareholders who own 9% of company stock for an unbroken 3-years might determine that they own 51% of company stock when length of unbroken stock ownership is factored out. But how does one begin to assemble a group of 60 potential participants if potential participants cannot even be guaranteed participant status after following the tedious rules that can easily be 1500-words of legalese—because a single shareholder always takes the risk that one will be the 21st shareholder that could be eliminated after a substantial investment of time by the arbitrary ration of 20 shareholders. Initiating proxy access could be a failure from the get-go because certain shareholders might insist on being part of the shareholder proxy access group and this could result in the group being larger than 20 and consequently the entire effort of initiating shareholder proxy access could be declared out of order. Fights could develop among participants and with the leaders of a proxy access effort because certain participants may feel they are more qualified than others but will end up voted off the island because of the current arbitrary 20 participant limit. As an analogy such an arbitrary maximum cap of 20 shareholders does not apply to shareholders acting by written consent or to shareholders calling for a special shareholder meeting. Please vote yes: Improve Our Catch-22 Proxy Access—Proposal 6 NOTE: The graphic above was submitted as part of the shareowner’s proposal. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    105 Table of Contents PROPOSAL 6: SHAREOWNER PROPOSAL TO AMEND PROXY ACCESS BYLAW The Board of Directors Unanimously Recommends That Shareowners Vote Against This Proposal Our Board adopted our current proxy access bylaw (the “Current Bylaw”) in 2015 after careful consideration over time, with detailed input from a wide range of shareowners. Our Board believes the Current Bylaw provides shareowners with a meaningful proxy access right that is consistent with corporate governance best practices. The Current Bylaw allows up to 20 shareowners owning at least 3% of our outstanding stock continuously for at least three years to nominate in our proxy materials one individual or the largest whole number that does not exceed 20% of the Board, whichever is greater. In contrast, the proposal would allow an unlimited number of shareowners, none of whom may have a meaningful economic stake in the Company, to aggregate their holdings to reach the 3% ownership requirement. We believe the Current Bylaw’s 20-shareowner limit strengthens the proxy access right by ensuring it is used only by shareowners with a financial stake in the Company sufficient to align their interests with those of our shareowners and the Company as a whole. The limit is consistent with best practice, as approximately 93% of public companies with proxy access use a 20-shareowner limit. The proposal, if effectuated, could encourage the pursuit of special interests at the expense of a long-term strategic view that benefits all shareowners. It could also disrupt the effective functioning of our Board and be misused to lay the groundwork for effecting a change of control. Further, the proposal would allow hundreds of shareowners to act together, imposing on the Company a significant burden and expense in verifying representations and information from a multitude of shareowners to ensure their eligibility. We believe that the Current Bylaw fully accomplishes the essential goals of proxy access and that the proponent seeks a change that has no clear benefit to the Company or our shareowners and instead could be detrimental to shareowner value and the future of our Company. The Board of Directors unanimously recommends that shareowners vote against this proposal. Proxies solicited by the Board will be so voted unless shareowners specify otherwise in their proxies. 106RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents Frequently Asked Questions About the Annual Meeting   Your vote is very important! WHY AM I BEING PROVIDED WITH THESE PROXY MATERIALS? We are providing these proxy materials to you in connection with the solicitation by the Board of Directors of Raytheon Technologies Corporation of proxies to be voted at our 20212022 Annual Meeting of Shareowners and at any postponed or reconvened meeting. WILL THE ANNUAL MEETING ALSO BE HELD IN-PERSON OR ONLY VIRTUALLY? As noted in the Notice at the beginning of this Proxy Statement, the 20212022 Annual Meeting will be in a virtual format only, due to the ongoing health concerns related to the COVID-19 pandemic. The Board and management believe that, in light of continuing uncertainties associated with the pandemic, a virtual-only meeting is in the best interests of public health and the health and safety of our shareowners. WHO CAN ATTEND THE ANNUAL MEETING? Shareowners holding RTX stock as of the close of business on the record date, March 2, 2021,1, 2022, are entitled to attend the Annual Meeting to be held virtually via www.virtualshareholdermeeting.com/RTX2021RTX2022. To be admitted to the Annual Meeting via the website, shareowners must enter the 16-digit voting control number found on their proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. WHO CAN VOTE AT THE MEETING? Shareowners of record as of March 2, 20211, 2022 and shareowners holding a proxy for the 20212022 Annual Meeting provided by their bank, broker or nominee may vote during the Annual Meeting to be held virtually by following the instructions available on the meeting website. If you vote prior to the meeting by using the internet, toll-free telephone number, proxy card or voting instruction form, you do not need to take any action during the meeting unless you wish to change your vote. A list of shareowners of record will be available at www.virtualshareholdermeeting.com/RTX2021RTX2022 during the Annual Meeting for inspection by shareowners for any legally valid purpose related to the Annual Meeting. WHEN IS THE ANNUAL MEETING? We will hold our Annual Meeting on April 26, 2021,25, 2022, at 8:00 a.m. Eastern Time.time. If you plan to attend the Annual Meeting, you should log into the website at www.virtualshareholdermeeting.com/RTX2021RTX2022 approximately fifteen minutes before the meeting is scheduled to begin. WILL THERE BE AN OPPORTUNITY TO ASK QUESTIONS BEFORE OR DURING THE MEETING? Time will be allotted after the adjournment of the formal meeting for a Question and Answer period. Shareowners will be able to submit questions relevant to the business of the meeting either in advance of the Annual Meeting via www.proxyvote.com or during the meeting via www.virtualshareholdermeeting.com/RTX2021RTX2022 by typing the question into the indicated question box and clicking “Submit.” Time may not permit the answering of every question submitted during the Question and Answer period. Questions relevant to the business of the meeting to which a response is not provided during the Question and Answer period will be addressed on www.rtx.com/Investors within three days of the meeting. To ask questions, you will need to have your voting control number found on your proxy card, voting instruction form, notice of internet availability of proxy materials, or email notification. 92RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT107 Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING WHAT CAN I DO IF I HAVE TROUBLE LOGGING INTO THE ANNUAL MEETING? If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Annual Meeting login page. DOES THE COMPANY HAVE A POLICY ABOUT DIRECTORS’ ATTENDANCE AT THE ANNUAL MEETING? The Company does not have a formal policy requiring that directors attend the Annual Meeting, but directors are encouraged to do so unless there is an unavoidable scheduling conflict. All directors at the time attended the 20202021 Annual Meeting. WHAT IS THE QUORUM REQUIREMENT FOR THE ANNUAL MEETING? Under the Company’s Bylaws, a quorum is required to transact business at the Annual Meeting. The holders of a majority of the outstanding shares of RTX Common Stock as of the record date, present either virtually in person or by proxy and entitled to vote, will constitute a quorum. As of the record date, 1,516,032,9271,490,268,377 shares of Common Stock were issued and outstanding. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. HOW DO I VOTE? Registered Shareowners: The Internet You can vote online at: www.proxyvote.com. Internet and telephone voting facilities will be available 24 hours a day until 11:59 p.m. Eastern Timetime on April 25, 202124, 2022 (except for participants in a company savings plan as described below and beneficial holders who must vote by the time specified in their voting instructions). To authenticate your internet or telephone vote, you will need to enter your confidential voter control number as shown on the voting materials you received. If you vote online or by telephone, you do not need to return a proxy card or voting instruction form. You can vote online at: www.proxyvote.com.   By Telephone In the United States or Canada, you can vote by telephone. Easy-to-follow voice prompts allow you to vote your shares and confirm that your instructions have been properly recorded. You can find the telephone number on your proxy card, voting instruction form or other communications. By Mail You can mail the proxy card or voting instruction form enclosed with your printed proxy materials. Mark, sign and dateyour proxy card or voting instruction form, and return it in the prepaid envelope we have provided, or in an envelopeaddressed to: Vote Processing, c/o Broadridge Financial Solutions, 51 Mercedes Way, Edgewood, NY 11717 Please allow sufficient time for delivery of your proxy card or voting instruction form if you decide to vote by mail. During the Meeting Shareowners as of the close of business on the record date, March 2, 2021,1, 2022, are entitled to virtually attend and voteduring the Annual Meeting online via www.virtualshareholdermeeting.com/RTX2021RTX2022. If you have already voted online, by telephone or by mail, your vote during the Annual Meeting will supersede your earlier vote. 108RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT93 Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING Beneficial Shareowners. If you own shares in street name through an account with a bank, brokerage firm or other intermediary, then your intermediary will send you printed copies of the proxy materials or provide instructions on how to access proxy materials electronically. You are entitled to direct the intermediary how to vote your shares by following the voting instructions that the intermediary provides to you. Shares Held in an Employee Savings Plan Sponsored by UTC. You can direct the voting of your proportionate interest in shares of RTX Common Stock held by the ESOP Fund and the Common Stock Fund under a RTX employee savings plan by returning a voting instruction card or providing voting instructions by the internet or by telephone. If you do not provide voting instructions (or if your instructions are incomplete or unclear) as to one or more of the matters to be voted on, the savings plan trustee will vote your proportionate interest in shares held by the ESOP Fund for the voting choice with respect to each applicable proposal that receives the greatest number of votes based on voting instructions received from ESOP Fund participants. Similarly, the trustee will vote your uninstructed proportionate interest in shares held by the Common Stock Fund for the voting choice with respect to each applicable proposal that receives the greatest number of votes based on voting instructions received from the Common Stock Fund participants. For shares of RTX Common Stock held in the ESOP Fund that are not allocated to participant accounts, the trustee will make the voting choice with respect to each applicable proposal that receives the greatest number of votes from those ESOP Fund participants who have submitted voting instructions. Shares Held in the Savings and Investment Plan Sponsored by RTN. You can direct the voting of your proportionate interest in shares of the RTX Common Stock Fund by returning a proxy or providing voting instructions by the internet or by telephone. If you do not provide voting instructions (or if your instructions are incomplete or unclear) as to one or more of the matters to be voted on, the savings and investment plan trustee will vote the shares held by the RTX Common Stock Fund representing your interest with respect to each applicable proposal in the same proportion as shares for which the savings and investment plan trustee received voting instructions. Earlier Voting Deadline for Participants in an Employee Savings Plan or the Savings and Investment Plan. Broadridge Financial Solutions must receive your voting instructions by 11:59 p.m. Eastern Timetime on Wednesday, April 21, 2021,20, 2022, so that it will have time to tabulate all voting instructions of participants and communicate those instructions to the trustees, who will vote the shares held by the savings plans. Because the trustees are designated to vote on your behalf, you will not be able to vote your shares held in a savings plan virtually at the Annual Meeting. Changing Your Vote. If you are a registered shareowner: • ●If you voted by telephone or the internet, access the method you used and follow the instructions given for revoking a proxy.   • ● If you mailed a signed proxy card, mail a new proxy card with a later date (which will override your earlier proxy card).     OR ● OR • Vote virtually during the Annual Meeting. If you are a beneficial shareowner, ask your bank, brokerage firm or other intermediary about how to revoke or change your voting instructions. HOW WILL MY SHARES BE VOTED? Each share of RTX Common Stock is entitled to one vote. Your shares will be voted in accordance with your instructions. In addition, if you have returned a signed proxy card or submitted voting instructions by telephone or the internet, the proxy holders will have, and intend to exercise, discretion to vote your shares (other than shares held in a RTX employee savings plan) in accordance with their best judgment on any matters not identified in this Proxy Statement that are brought to a vote at the Annual Meeting. We do not know of any such additional matters at this time. If your shares are registered in your name and you sign and return a proxy card or vote by telephone or the internet but do not give voting instructions on a particular matter, the proxy holders will be authorized to vote your shares on that matter in accordance with the Board’s recommendation on the matter. If you hold your shares through an account with a broker and do not give voting instructions on a matter, your broker is only entitled under New York Stock Exchange rules to vote your shares in its discretion on RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    109 Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING Proposal 3 (appointment of the Independent Auditor) and is required to withhold a vote on each of the other Proposals, resulting in a so-called “broker non-vote.” 94    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING HOW DO ABSTENTIONS AFFECT THE VOTING RESULTS? Matter       Vote Required for Approval       Impact of Abstentions Election of Directors   Votes for a nominee must exceed 50% of the votes cast with respect to that nominee.   Not counted as votes cast; no impact on outcome. Advisory Vote to ApproveExecutive Compensation   The affirmative vote of the holders of a majority of shares of our common stock, present at the Annual Meeting or represented by proxy and entitled to vote, is required for approval.   An abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval. Appoint PricewaterhouseCoopersLLP to serve as IndependentAuditor for 20212022   The affirmative vote of the holders of a majority of shares of our common stock, present at the Annual Meeting or represented by proxy and entitled to vote, is required for approval.   An abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval. Approve an Amendment tothe RaytheonTechnologies CorporationExecutive Annual Incentive PlanRestated Certificate ofIncorporation to Reduce theVoting Threshold Required to Repeal Article Ninth   The affirmative vote of the holders of a majority of the outstanding shares of our common stock present at the Annual Meeting or represented by proxy and entitled to vote, is required for approval.   An abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval. Approve an Amendment tothe Raytheon TechnologiesCorporation 2018 Long-TermIncentive Plan The affirmative vote of the holders of a majority of shares of our common stock, present at the Annual Meeting or represented by proxy and entitled to vote, is required for approval. An abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval. Shareowner Proposal to AmendProxy Access Bylaw The affirmative vote of the holders of a majority of shares of our common stock, present at the Annual Meeting or represented by proxy and entitled to vote, is required for approval. An abstention is treated as present and entitled to vote and therefore has the effect of a vote against approval. WHAT HAPPENS IF A DIRECTOR IN AN UNCONTESTED ELECTION RECEIVES MORE VOTES “AGAINST” THAN “FOR” HIS OR HERTHEIR ELECTION? In an uncontested election of directors, any nominee for director who is an incumbent director and who receives a greater number of votes cast “against” than votes “for” his or hertheir election must, under RTX’s Governance Guidelines, must promptly tender his or hertheir resignation to the Chair of the Governance and Public Policy Committee following certification of the shareowner vote. The Governance and Public Policy Committee must promptly make a recommendation to the Board about whether to accept or reject the tendered resignation. The director who tendered a resignation may not participate in the Committee’s recommendation or the Board’s consideration. Under our Corporate Governance Guidelines, the Board must act on the Governance and Public Policy Committee’s recommendation no later than 90 days after the date of the shareowners’ meeting. Regardless of whether the Board accepts or rejects the resignation, RTX must promptly file a Report on Form 8-K with the SEC that explains the process by which the decision was reached and, if applicable, the reasons for rejecting the tendered resignation. If a director’s resignation is accepted, the Governance and Public Policy Committee also will recommend to the Board whether to fill the vacancy or to reduce the size of the Board. Under the RTX Bylaws, a vacancy arising in these circumstances may be filled, at the discretion of the Board, by a majority vote of the directors or at a special meeting of shareowners called by the Board in accordance with the Bylaws. WHO COUNTS THE VOTES? Broadridge Financial Solutions (“Broadridge”), an independent entity, will tabulate the votes. At the Annual Meeting, a representative of Broadridge will act as the independent Inspector of Election and in this capacity will supervise the voting, decide the validity of proxies and certify the results. Broadridge has been instructed to keep the vote of each shareowner confidential and the vote may not be disclosed, except in legal proceedings or for the purpose of soliciting shareowner votes in a contested proxy solicitation. 110RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING HOW MAY THE COMPANY SOLICIT MY PROXY? We will pay the cost of soliciting proxies. Proxies may be solicited on behalf of RTX by directors, officers or employees of RTX in person or by telephone, facsimile or other electronic means. We have retained D.F. King & Co., Inc. (D.F. King)(“D.F. King”) to assist in the distribution and solicitation of proxies. Based on our agreement with D.F. King, we anticipate paying fees ranging from approximately $30,000$35,000 up to approximately $100,000, plus out-of-pocket expenses, for these services, depending upon the extent of proxy solicitation efforts undertaken. As required by the SEC and the NYSE, we also will reimburse brokerage firms and other custodians, nominees and fiduciaries for their expenses incurred in sending proxies and proxy materials to beneficial owners of our common stock. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT    95 Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY? To conserve natural resources and reduce costs, we are sending most shareowners a Notice of Internet Availability of Proxy Materials (“Notice”), as permitted by SEC rules. The Notice explains how you can access RTX’s proxy materials on the internet and how to obtain printed copies if you prefer. It also explains how you can choose either electronic or print delivery of proxy materials for future annual meetings. HOW CAN I RECEIVE MY PROXY MATERIALS ELECTRONICALLY? To conserve resources and reduce costs, we encourage shareowners to access their proxy materials electronically. If you are a registered shareowner, you can sign up at www.computershare-na.com/green to get electronic access to proxy materials for future meetings, rather than receiving them in the mail. Once you sign up, you will receive an email each year explaining how to access RTX’s Annual Report and Proxy Statement, and how to vote online. Your enrollment for electronic access will remain in effect unless you cancel it, which you can do up to two weeks before the record date for any future annual meeting. If you are a beneficial shareowner, you may obtain electronic access to proxy materials by contacting your bank, brokerage firm or other intermediary, or by contacting Broadridge at http://enroll.icsdelivery.com/rtxwww.proxyvote.com. WHAT IF I SHARE THE SAME ADDRESS AS ANOTHER RTX SHAREOWNER? If you share an address with one or more other RTX shareowners, you may have received only a single copy of the Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials for your entire household. This practice, known as “householding,” is intended to reduce printing and mailing costs. If you are a registered shareowner and you prefer to receive a separate Annual Report, Proxy Statement or Notice of Internet Availability of Proxy Materials this year or in the future, or if you are receiving multiple copies at your address and would like to enroll in “householding” and receive a single copy, please contact Computershare at 1-800-488-9281. If you are a beneficial shareowner, please contact your bank, brokerage firm or other intermediary to make your request. There is no charge for separate copies. HOW CAN I RECEIVE A COPY OF THE COMPANY’S 20202021 ANNUAL REPORT ON FORM 10-K? RTX will provide, without charge, a copy of the Annual Report on Form 10-K to any shareowner upon a request directed to the RTX Corporate Secretary (see page 11297 for contact information). HOW DO I SUBMIT PROPOSALS AND NOMINATIONS FOR THE 20222023 ANNUAL MEETING? Shareowner Proposals. To submit a shareowner proposal to be considered for inclusion in RTX’s Proxy Statement for the 20222023 Annual Meeting under SEC Rule 14a-8, you must send the proposal to our Corporate Secretary. The Corporate Secretary must receive the proposal in writing by November 12, 2021. 14, 2022. To introduce a proposal for vote at the 20222023 Annual Meeting (other than a shareowner proposal included in the Proxy Statement in accordance with SEC Rule 14a-8), RTX’s Bylaws require that the shareowner send advance written notice to the RTX Corporate Secretary for receipt no earlier than December 27, 2021,26, 2022, and no later than January 26, 2022.25, 2023. This notice must include the information specified by Section 1.10 of the Bylaws, a copy of which is available on our website at www.rtx.com. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    111 Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING Director Nominations at the 20222023 Annual Meeting. RTX’s Bylaws require that a shareowner who wishes to nominate a candidate for election as a director at the 20222023 Annual Meeting (other than pursuant to the “proxy access” provisions of Section 1.12 of the Bylaws) must send advance written notice to the RTX Corporate Secretary for receipt no earlier than December 27, 2021,26, 2022, and no later than January 26, 2022.25, 2023. This notice must include the information, documents and agreements specified by Section 1.10 of the Bylaws, a copy of which is available on our website at www.rtx.com. 96    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents FREQUENTLY ASKED QUESTIONS ABOUT THE ANNUAL MEETING Director Nominations by Proxy Access. RTX’s Bylaws require that an eligible shareowner who wishes to have a nominee of that shareowner included in RTX’s proxy materials for the 20222023 Annual Meeting pursuant to the “proxy access” provisions of Section 1.12 of our Bylaws send advance written notice to the RTX Corporate Secretary for receipt no earlier than October 13, 2021,15, 2022, and no later than November 12, 2021.14, 2022. This notice must include the information, documents and agreements specified by Section 1.12 of the Bylaws, a copy of which is available on our website at www.rtx.com. HOW DO I CONTACT THE CORPORATE SECRETARY’S OFFICE? Shareowners may contact RTX’s Corporate Secretary’s Office by one of the two methods shown below: Communication Method       Contact Information Write a letter   RTX Corporate Secretary Raytheon Technologies Corporation 870 Winter Street Waltham, Massachusetts 02451 Send an email   corpsec@rtx.com Our Bylaws and other governance documents are available under the Corporate Governance section of the Company website atwww.rtx.com. 112RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT97 Table of Contents Other Important Information   Cautionary Note Concerning Factors That May Affect Future Results. This Proxy Statement contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide management’s current expectations or plans for our future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “goals,” “objectives,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax payments and rates, R&D spend,research and development spending, cost savings, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits to RTX of the Rockwell Collins acquisition, the Merger or the Spinoffs,spinoffs by UTC of Otis Worldwide Corporation and Carrier Global Corporation into separate independent companies (the “Separation Transactions”), including estimated synergies and customer cost savings resulting from the Merger and the anticipated benefits and costs of the Spinoffs,Separation Transactions, and other statements that are not solely historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation: the effect of economic conditions in the industries and markets in which RTX operates in the U.S. and globally and any changes therein, including financial market conditions, fluctuations in commodity prices, interest rates and foreign currency exchange rates, levels of end market demand in both the commercial and defense segments of the aerospace industry, levels of air travel, financial condition of commercial airlines, the impact of pandemic issues (including COVID-19 and its effects, among other things, on global supply, demand and distribution capabilities as the COVID-19 outbreak continues and results in an increasingly prolonged period of disruption to air travel and commercial activities generally, and significant restrictions and limitations on businesses, particularly within the aerospace and commercial airline industries), aviation safety concerns, weather conditions and natural disasters, the financial condition of our customers and suppliers, and the risks associated with U.S. government sales (including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration or the allocation of funds to governmental responses to COVID-19, a government shutdown, or otherwise, and uncertain funding of programs); challenges in the development, production, delivery, support, performance and realization of the anticipated benefits (including our expected returns under customer contracts) of advanced technologies and new products and services; the scope, nature, impact or timing of acquisition and divestiture activity, including, among other things, the integration of UTC’s and RTN’s businesses and the integration of RTX with other businesses acquired before and after the Merger, and realization of synergies and opportunities for growth and innovation and incurrence of related costs and expenses, including the possibility that the anticipated benefits from the combination of UTC’s and RTN’s businesses or other acquired businesses cannot be realized in full or at all or may take longer to realize than expected, or the possibility that costs or difficulties related to the integration of UTC’s businesses with RTN’s or other acquired businesses will be greater than expected or may not result in the achievement of estimated synergies within the contemplated time frame or at all; RTX’s levels of indebtedness, capital spending and research and development spending; future availability of credit and factors that may affect such availability, including credit market conditions and our capital structure; the timing and scope of future repurchases by RTX of its common stock, which are subject to a number of uncertainties and may be discontinued, accelerated, suspended or delayed at any time due to various factors, including market conditions and the level of other investing activities and uses of cash; delays and disruption in delivery of materials and services from suppliers; company and customer-directed cost reduction efforts and restructuring costs and savings and other consequences thereof (including the potential termination of U.S. government contracts and performance under undefinitized contract actions and the potential inability to recover termination costs); new business and investment opportunities; the ability to realize the intended benefits of organizational changes; RAYTHEON TECHNOLOGIES ●  2021 PROXY STATEMENT113 Table of Contents OTHER IMPORTANT INFORMATION • the anticipated benefits of diversification and balance of operations across product lines, regions and industries; • the outcome of legal proceedings, investigations and other contingencies; • pension plan assumptions and future contributions; • the impact of the negotiation of collective bargaining agreements and labor disputes; • the effect of changes in global economic, capital market and political conditions in the industries and markets in the U.S. and other countries in which RTXglobally and its businesses operate,any changes therein, including the effect of changes in U.S. trade policies on generalfinancial market conditions, global trade policiesfluctuations in commodity prices, inflation, interest rates and foreign currency exchange rates, and geopolitical risks; ●  the effect and risks relating to the COVID-19 pandemic on RTX’s business, supply chain, operations and the industries in which it operates, including the decrease in global air travel and disruption to business and other commercial activities, the impact on the demand for RTX’s products and services, the disruption to global supply and distribution capabilities which have impacted supplies required for RTX’s performance, the financial condition of RTX’s customers and suppliers, challenges relating to employee health, safety, and availability and workplace and facility operations, and the timing and extent of the recovery from COVID-19 and the impact on such recovery from new COVID-19 variants and outbreaks, vaccine-related issues and other future developments; ●  risks associated with U.S. government sales, including changes or shifts in defense spending due to budgetary constraints, spending cuts resulting from sequestration or the allocation of funds to governmental responses to COVID-19, a continuing resolution, a government shutdown, or otherwise, and uncertain funding of programs; ●  challenges in the near termdevelopment, production, delivery, support, and beyond; performance of RTX advanced technologies and new       •     products and services and the realization of the anticipated benefits (including our expected returns under customer contracts) as well as the challenges of operating in RTX’s highly competitive industries; ●  risks relating to RTX international operations from, among other things, changes in trade policies, foreign currency fluctuations, economic conditions, political factors, sales methods, and U.S. or local government regulations; ●  the condition of the aerospace industry; ●  risks relating to RTX’s reliance on U.S. administration and potential changesnon-U.S. suppliers and commodity markets, including delays and disruptions in U.S. Departmentthe delivery of Defense policiesmaterials and services to RTX or priorities; the effect of changes in tax (including U.S. tax reform enacted on December 22, 2017, which is commonly referred to as the TCJA),its suppliers and price increases; ●  the scope, nature, timing and challenges of managing acquisitions, investments, divestitures and other transactions, including realization of synergies and opportunities for growth and innovation, the assumption of liabilities and other risks and incurrence of related costs and expenses; ●  compliance with legal, environmental, regulatory and other requirements, including, among other things, export and other laws and regulations (including, among other things, export and import requirements such as the International Traffic in Arms Regulations and the Export Administration Regulations, anti-bribery and anti-corruptionanticorruption requirements, includingsuch as the Foreign Corrupt Practices Act, industrial cooperation agreement obligations, and procurement and other regulations)regulations in the U.S. and other countries in which RTX and its businesses operate; 98    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents OTHER IMPORTANT INFORMATION • ●  the outcome of pending, threatened and future legal proceedings, investigations and other contingencies, including those related to U.S. government audits and disputes; ●  factors that could impact RTX’s ability to engage in desirable capital-raising or strategic transactions, including its capital structure, levels of indebtedness, capital expenditures and research and development spending and the availability of credit, credit market conditions and other factors; ●  uncertainties associated with the timing and scope of future repurchases by RTX of its common stock or declarations of cash dividends, which may be discontinued, accelerated, suspended or delayed at any time due to various factors, including market conditions and the level of other investing activities and uses of cash; ●  the risks relating to realizing expected benefits from RTX strategic initiatives such as cost reduction, restructuring, digital transformation and other operational initiatives; ●  the risks relating to the integration of legacy businesses acquired by UTC as well as the Merger, and the realization of the anticipated benefits of those transactions; ●  risks of additional tax exposures due to new tax legislation or other developments in the U.S. and other countries in which RTX and its businesses operate; ●  the ability of RTX to attract, train and retain qualified personnel and hire key personnelmaintain its culture and high ethical     standards, and the ability of our personnel to continue to operate our facilities and businesses around the world in light of, amongworld; ●  risks relating to a RTX product safety failure or other factors, the COVID-19 outbreak; • the expected benefitsfailure affecting RTX’s or its customers’ or suppliers’ products or systems; ●  risks relating to cyber-attacks on RTX’s information technology infrastructure, products, suppliers, customers and partners, threats to RTX facilities and personnel, as well as other events outside of RTX’s control such as public health crises, damaging weather or other acts of nature; ●  the Spinoffs;effect of changes in accounting estimates for our programs on our financial results; ●  the effect of changes in pension and other post-retirement plan estimates and assumptions and contributions; ●  risks relating to an impairment of goodwill and other intangible assets; ●  the effects of climate change and changing climate-related regulations, customer and market demands, products and technologies; and ●  the intended qualification of (1) the Merger as a tax-free reorganization and (2) the Separation Transactions and other internal restructurings as tax-free to UTC and former UTC shareowners, in each case, for U.S. federal income tax purposes. the intended qualification of (1) the Merger as a tax-free reorganization and (2) the Spinoffs and other internal restructurings as tax-free to UTC and former UTC shareowners, in each case, for U.S. federal income tax purposes. In addition, our 20202021 Annual Report on Form 10-K includes important information as to risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. See the “Notes to Consolidated Financial Statements” under the heading “Note 19: Commitments and Contingencies,” the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Business Overview,” “Results of Operations,” “Liquidity and Financial Condition,” and “Critical Accounting Estimates,” and the section titled “Risk Factors.” The Form 10-K also includes important information as to these factors in the “Business” section under the headings “General,” “Business Segments” and “Other Matters Relating to Our Business,” and in the “Legal Proceedings” section. Additional important information as to these factors is included in our 20202021 Annual Report in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” under the headings “Restructuring Costs,” “Environmental Matters” and “Governmental Matters” and in our Form S-4 Registration Statements (Registration No. 333-220883 and Registration No. 333-232696) under the heading “Risk Factors.” The forward-looking statements speak only as of the date of this Proxy Statement or, in the case of any document incorporated by reference, the date of that document. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information as to factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements is disclosed from time to time in our other filings with the SEC. Corporate Governance Information, Code of Conduct and How to Contact the Board. RTX’s Corporate Governance Guidelines (and related documents), the charters for each Board Committee and RTX’s Code of Conduct are available on RTX’s website (www.rtx.com). Printed copies will be provided, without charge, to any shareowner upon a request addressed to the Corporate Secretary through the contact information provided on page 112.97. The Code of Conduct applies to all directors and employees, including the principal executive, financial and accounting officers. Shareowners and other interested persons may send communications to the Board, the Lead Director or one or more independent directors by: (i) using the contact information provided on the Corporate Governance section of RTX’s website (www.rtx.com); (ii) letter addressed to the RTX Corporate Secretary (see page 11297 for contact information); or (iii) contacting the RTX Ombuds at 1-800-871-9065. Communications relating to RTX’s accounting, internal controls, auditing matters or business practices will be reviewed by the Corporate Vice President, Global Ethics and Compliance and reported to the Audit Committee pursuant to the RTX Corporate Governance Guidelines. All other communications will be reviewed by the RTX Corporate Secretary and reported to the Board, as appropriate, pursuant to the Corporate Governance Guidelines. 114RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT99 Table of Contents OTHER IMPORTANT INFORMATION Transactions with Related Persons. RTX has a written policy that requires the Board’s Governance Committee to review and determine whether to approve or ratify transactions exceeding $120,000 in which RTX or a subsidiary is a participant and in which a related person has a direct or indirect material interest. A related person is defined as an RTX director, executive officer, or a beneficial owner of more than five percent of RTX’s outstanding shares, or an immediate family member of any of the foregoing persons. Under the policy, any potential related person transaction must be reported for review by the RTX Corporate Secretary who will, in consultation with the Corporate Vice President, Global Ethics and Compliance, assess whether the transaction may require review, approval or ratification by the Governance Committee. The Governance Committee determines whether theeach transaction presented to it should be approved (or, where applicable, ratified) or disapproved based on whether the transaction is determined to be in, or not inconsistent with, the best interests of RTX and its shareowners. In making this determination, the Governance Committee must take into consideration whether the transaction is on terms no less favorable to RTX than those available under similar circumstances with otherunaffiliated third parties and the extent of the related person’s interest in the transaction. The policy generally permits employment of relatives of related persons possessing qualifications consistent with RTX’s requirements for non-related persons in similar circumstances, provided the employment is approved by the Executive Vice President & Chief Human Resources Officer and the Corporate Vice President, Global Ethics and Compliance. State Street Corporation (“State Street”), acting in various fiduciary capacities, filed a Schedule 13G with the SEC reporting that as of December 31, 2020,2021, State Street and certain of its subsidiaries collectively were the beneficial owners of more than five percent of RTX’s outstanding shares of Common Stock. A subsidiary of State Street is the trustee for the UTC Employee Savings Plan Master Trust. Other State Street subsidiaries provide investment management services. During 2020, RTX paid State Street and its subsidiaries approximately $4.2$4.0 million for services as trustee, as investment managers and for administrative and other services. BlackRock, Inc. (“BlackRock”) filed a Schedule 13G with the SEC reporting that as of December 31, 2020,2021, BlackRock and certain subsidiaries collectively were the beneficial owners of more than five percent of RTX’s outstanding shares of Common Stock. During 2020, BlackRock acted as an investment manager for certain assets within RTX’s pension plans and employee savings plans. BlackRock received approximately $3.6$2.6 million for such services. Garrett Griffiths, an employee of RTX’s Corporate Office, is the son-in-law of the former President of Pratt & Whitney, Robert F. Leduc, an executive officer of RTX prior to his retirement in January 2020. In 2020, Mr. Griffiths received approximately $326,000 in total compensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. Kelly Kennedy, an employee of Collins Aerospace, is the daughter of RTX’sthe former Executive Chairman of RTX, Thomas Kennedy. In 2020,2021, Ms. Kennedy received approximately $142,000$141,000 in total compensation, consisting of her salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. Robert K. Ortberg, a member of the Board, was an employee of RTX’s Corporate Office prior to his retirement in February 2021. In 2021, Mr. Ortberg received approximately $1,969,000 in total compensation in respect of his service as an employee of RTX, consisting of his salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. This amount is inclusive of a $1,600,000 bonus received in 2021 in respect of 2020 service and disclosed in the Company’s 2021 Proxy Statement. Albert Rhodes, an employee of Pratt & Whitney, is the sibling of Dantaya Williams, RTX’s Executive Vice President & Chief Human Resources Officer and an executive officer of RTX. In 2020,2021, Mr. Rhodes received approximately $257,000$312,000 in total compensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. Thomas Spiegelhalter, a former employee of Collins Aerospace, is the brother-in-law of Stephen Timm, the President of Collins Aerospace Systems and an executive officer of RTX. In 2020, Mr. Spiegelhalter received compensation consisting of salary, bonus and vacation payout of approximately $164,000 plus participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. William M. Sullivan, an employee of Collins Aerospace, who left the Company in January 2021, is the son-in-law of John V. Faraci, a non-employee director of UTC prior to the Merger in April 2020. In 2020, Mr. Sullivan received approximately $231,000 in total compensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. Emiliya S. West, an employee of RTX’s Corporate Office, is the sister-in-law of RTX’s CEO, Gregory Hayes. In 2020,2021, Ms. West received approximately $182,000$213,000 in total compensation, consisting of her salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT115 Table of Contents OTHER IMPORTANT INFORMATION Roderick Williams, an employee of Pratt & Whitney, is the spouse of Dantaya Williams, RTX’s Executive Vice President & Chief Human Resources Officer. In 2020,2021, Mr. Williams received approximately $233,000$234,000 in total compensation, consisting of his salary and participation in employee benefit plans and programs generally made available to employees of similar responsibility levels. Each of the relationships described above was reviewed and approved in accordance with RTX’s Related Person Transactions Policy, which is available on our website (www.rtx.com). Delinquent Section 16(a) Reports. Section 16(a) of the Securities Exchange Act of 1934 requires our directors, executive officers and persons who beneficially own more than 10% of a registered class of our equity securities to file reports of holdings and transactions in our common stock with the SEC and the NYSE. Based on our records and other information, we believe that, in 2020,2021, none of our directors, executive officers or 10% shareowners failed to file a required report on time with the following exceptions.other than a Form 4s reporting, on behalf of Tracy A. Atkinson, George R. Oliver, Dinesh C. Paliwal, Ellen M. Pawlikowski, James A. Winnefeld, Jr. and Robert O. Work, members of the Board, and on behalf of Roy Azevedo, Kevin G. DaSilva, Frank R. Jimenez, Thomas A. Kennedy, Wesley D. Kremer, Anthony F. O’Brien and Michael J. Wood, executive officers, the April 3, 2020 acquisition of shares of RTX Common Stock upon the conversion of their Raytheon Company stock ownership at the time of the Merger were filed a day late due to administrative errors and technical difficulties associated with remote working arrangements due to COVID-19. A Form 4 reporting, on behalf of Gregory J. Hayes, the April 3, 2020 acquisition of shares of RTX Common Stock in his personal and Children’s Trust brokerage accounts upon the conversion of shares of his Raytheon Company common stock in such accounts at the time of the Merger was filed late due to an administrative error. A Form 4 reporting, on behalf of Dantaya M. Williams, a June 10, 2020 grant of restricted stock units in connection with her election as an officerwhich was filed a day latetimely submitted on October 5, 2021 but due to delays in obtaining Ms. Williams’s SEC filer codes.an EDGAR technical issue with the submission, was deemed filed on October 6, 2021. 100    RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents OTHER IMPORTANT INFORMATION Incorporation by Reference. In connection with our discussion of director and executive compensation, we have incorporated by reference in this Proxy Statement certain information from Note 11: Employee Benefit Plans, to the Consolidated Financial Statements in RTX’s 20202021 Annual Report on Form 10-K filed on February 8, 2021;11, 2022; these are the only portions of such filings that are incorporated by reference in this Proxy Statement. Company Names, Trademarks and Trade Names. Raytheon Technologies Corporation and its subsidiaries’ names, abbreviations thereof, logos, and product and service designators are either the registered or unregistered trademarks or trade names of Raytheon Technologies Corporation and its subsidiaries. Names of other companies and organizations, abbreviations thereof, logos of other companies and organizations, and product and service designators of other companies are either the registered or unregistered trademarks or trade names of their respective owners. Websites. The links to our website or any third-party website provided in these proxy materials have been provided for convenience purposes only, and the content contained therein is not incorporated by reference into these proxy materials unless otherwise specified. 116RAYTHEON TECHNOLOGIES 20212022 PROXY STATEMENT101 Table of Contents Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures     The financial information presented is on a continuing operations basis. The historical results of Otis and Carrier are presented as discontinued operations and as such, have been excluded from continuing operations. Additionally, the financial information includes the results of Raytheon Company from April 3, 2020 (date of Merger) through December 31, 2020. RECONCILIATION OF NET SALES (GAAP) TO ADJUSTED NET SALES (NON-GAAP)   RECONCILIATION OF NET SALES (GAAP) TO ADJUSTED NET SALES (NON-GAAP) (dollars in millions) 2020 2021 Net sales $56,58764,388 Adjustments to net sales:   Pratt & Whitney—Favorable impact of contract termination ($22) Pratt & Whitney—Significant unfavorable contract adjustments $447 Collins Aerospace—Significant unfavorable contract adjustments $136 Adjusted net sales $57,14864,388 RECONCILIATION OF NET INCOME FROM CONTINUING OPERATIONS ATTRIBUTABLE TO COMMON SHAREOWNERS AND DILUTED EARNINGS PER SHARE (GAAP) TO CORRESPONDING ADJUSTED MEASURES (NON-GAAP) Net income from continuing operations attributable to common shareowners $3,897 Adjustments to net income from continuing operations attributable to common shareowners: Restructuring costs $143 Acquisition accounting adjustments $2,203 Significant non-recurring and non-operational charges (gains) included in operating profit ($41) Significant non-recurring and non-operational items included in non-service pension income $17 Debt extinguishment costs $649 Significant non-recurring and non-operational items included in interest expense, net - Income tax benefit on restructuring costs and significant non-recurring and non-operational items ($535) Significant non-recurring and non-operational (gains) charges recorded within income tax expense $96 Significant non-recurring and non-operational items included in noncontrolling interest $16 Total adjustments to net income from continuing operations attributable to common shareowners $2,548 Adjusted net income from continuing operations attributable to common shareowners $6,445 Weighted average diluted shares outstanding 1,508.5 Impact of dilutive shares - Adjusted weighted average diluted shares outstanding 1,508.5 Diluted earnings per share - net income from continuing operations attributable to common shareowners $2.58 Impact of non-recurring and non-operational charges on diluted earnings per share $1.69 Adjusted diluted earnings per share - net income from continuing operations attributable to common shareowners $4.27   102 RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents APPENDIX A: RECONCILIATION OF GAAP MEASURES TO CORRESPONDING NON-GAAP MEASURES RECONCILIATION OF CASH FLOW FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS (GAAP)TO FREE CASH FLOW (NON-GAAP)   (dollars in millions) 2020 2021 CashNet cash flow provided by operating activities of continuing operations $4,3347,142 Less: Capitalcapital expenditures $1,7952,134 Free cash flow from continuing operations $2,539 RECONCILIATION OF RMD OPERATING PROFIT (GAAP) TO ADJUSTED OPERATING PROFIT (NON-GAAP) (dollars in millions) 2020 RMD operating profit $890 Adjustments to operating profit: Middle East contract adjustment $516 RMD adjusted operating profit $1,4065,008   USE AND DEFINITIONS OF NON-GAAP FINANCIAL MEASURES The Company reports its financial results in accordance with accounting principles generally accepted in the United States (“GAAP”).   We supplement the reporting of our financial information determined under GAAP with certain non-GAAP financial information. This non-GAAP information provides investors with additional useful information, but should not be considered in isolation or as substitutes for the related GAAP measures. Moreover, other companies may define non-GAAP measures differently, which limits the usefulness of these measures for comparisons with such other companies. We encourage investors to review our financial statements and publicly filed reports in their entirety and not to rely on any single financial measure.   RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT117 Table of Contents APPENDIX A: RECONCILIATION OF GAAP MEASURES TO CORRESPONDING NON-GAAP MEASURES Adjusted net sales, adjusted net income and adjusted operating profitearnings per share (“EPS”) are non-GAAP financial measures. Adjusted net sales represents consolidated net sales (a GAAP measure), excluding significant items of a non-recurring and/or non-operational nature (hereinafter referred to as “other significant items”). Adjusted operating profitnet income represents operating profit (loss)net income from continuing operations (a GAAP measure), excluding restructuring costs, acquisition accounting adjustments and other significant items. ForAcquisition accounting adjustments include the business segments, when applicable, adjustmentsamortization of net salesacquired intangible assets related to acquisitions, the amortization of the property, plant and operating profit (loss) similarly reflectequipment fair value adjustment acquired through acquisitions and the amortization of customer contractual obligations related to loss making or below market contracts acquired. Adjusted EPS represents diluted earnings per share from continuing operations (a GAAP measure), excluding restructuring costs, acquisition accounting adjustments and other significant items. Management believes that these non-GAAP measures are useful in providing period-to-period comparisons of the results of the Company’s ongoing operational performance.   Free cash flow is a non-GAAP financial measure that represents cash flow from operating activities of continuing operations (a GAAP measure) less capital expenditures. Management believes free cash flow is a useful measure of liquidity and an additional basis for assessing RTX’s ability to fund its activities, including the financing of acquisitions, debt service, repurchases of RTX’s Common Stock and distribution of earnings to shareowners.   A reconciliation of the non-GAAP measures to the corresponding amounts prepared in accordance with GAAP appears in the tables on this page and the prior page. The tables provide additional information as to the items and amounts that have been excluded from the adjusted measures.   118RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT 103 Table of Contents Appendix B: Financial Performance Metrics Used in Incentive Compensation Plans   LEGACY UTC (PRE-MERGER) AND RTX (POST-MERGER)   All performance measures are based on results from continuing operations, unless otherwise noted.   Plan      Metric      RTX      Business Units Annual incentiveincentives   Earnings Metric   RTX’s net income attributable to common shareowners (as reported in the 20202021 Annual Report on Form 10-K), adjusted for restructuring, the impact of acquisitions and divestitures (including acquisition accounting adjustments,adjustments), and non-recurring and other significant, non-operational items.   OperatingBusiness unit operating income less: •   Restructuring costs; •   Non-recurring items; •   Significant,(as reported in the 2021 Annual Report on Form 10-K), adjusted for restructuring costs, the impact of acquisitions and divestitures (including acquisition accounting adjustments), and non-recurring and other significant, non-operational items; and •   Impact of significant acquisitions/ divestitures items.     Free Cash Flow Metric   Consolidated net cash flow provided by operating activities, less capital expenditures (as(both as reported in the 20202021 Annual Report on Form 10-K), adjusted for certain restructuring, the impact of acquisitions and divestitures, and non-recurring and other significant, non-operational items.   Internal measure based on consolidatedbusiness unit net cash flow provided by operating activities, less capital expenditures, (both as reported in the 2020 Annual Report on Form 10-K), and adjusted for certain restructuring, the impact of acquisitions and divestitures, and non-recurring and other significant, non-operational items. Long-term incentives   Adjusted Earnings Per Share Growth Metric   Change in dilutedDiluted earnings per share, adjusted for restructuring, acquisitionacquisitions and divestitures, including accounting adjustments, non-recurring and other significant, non-operational items.     Return on Invested Capital Metric   Quarterly average, net operating profit after tax (“NOPAT”), adjusted for noncontrolling interest, non-service pension, acquisitions and divestiture earnings, one-timers, restructuring, material one-time tax charges and the impact of foreign exchange fluctuations, divided by invested capital (total debt less cash plus equity), adjusted for accumulated other comprehensive income, cash and equivalents, acquisition and divestiture borrowings, short- termshort-term borrowings and material one-time tax charges.     Relative Total Shareowner Return Metric   Total investment return on Common Stock between two points in time, using a trailing 60-day average, calculated to account for changes in share price and reinvested dividends.dividends, compared to the companies within the S&P 500 Index and our Core A&D Peers. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT119 104 RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents APPENDIX B: FINANCIAL PERFORMANCE METRICS USED IN INCENTIVE COMPENSATION PLANS LEGACY RTN (PRE-MERGER)   PlanAppendix C: Proposed Amendment to the Corporation’s Restated Certificate of Incorporation The Restated Certificate of Incorporation would be amended and restated to reflect the following amendment to Article Ninth: SECTION 7. Amendment, Repeal, etc. Notwithstanding any other provisions of this Certificate of Incorporation or the Bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation or the Bylaws of the Corporation), the affirmative vote of the holders of80%a majority of the voting power of the shares of the then outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article Ninth of this Certificate of Incorporation; provided, however, that the preceding provisions of this Section 7 shall not be applicable to any amendment to this Article Ninth of this Certificate of Incorporation, and such amendment shall require only such affirmative vote as is required by law and any other provisions of this Certificate of Incorporation, if such amendment shall have been approved by a majority of the Disinterested Directors. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT 105 Table of Contents This page is intentionally left blank. 106 RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents This page is intentionally left blank. RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT 107 Table of Contents This page is intentionally left blank. 108 RAYTHEON TECHNOLOGIES 2022 PROXY STATEMENT Table of Contents Our Recognition as an Employer of Choice in 2021 We are growing and sustaining an inclusive workforce where employees are empowered to realize their full potential, maximize their performance and help us produce the advanced technologies that will redefine aerospace and defense. Best Companies to Work for Disability Inclusion Best Companies for Diversity & Inclusion Work Disability:IN—Disability Equality Index   MetricWorking Mothers—Seramount Inclusion Index RTN Annual incentive Operating Income Metric Operating income from continuing operations, excluding the FAS/CAS pension and post-retirement benefits operating adjustment and, from time to time, certain other items.     Free Cash Flow Metric Top 50 Companies for Diversity   Operating cash flow from continuing operations less capital spending and internal-use software spending, excluding the impact of changes to cash flow from pension and post-retirement benefits-related items and other similar non-operational items.World’s Best Employers Long-term incentivesDiversityInc.   Return on Invested Capital Metric The sum of: (i) income from continuing operations, excluding the after- tax effect of the FAS/CAS pension and post-retirement benefits operating adjustment and retirement benefits non-service expense and, from time to time, certain other items, (ii) after-tax net interest expense, and (iii) one- third of operating lease expense after-tax (estimate of interest portion of operating lease expense), divided by the sum of: (i) average invested capital after capitalizing operating leases (operating lease expense times a multiplier of 8), (ii) financial guarantees, less net investment in discontinued operations, and (iii) the liability for defined benefit pension and other post-retirement benefit plans, net of tax, less other similar non-operational items.Forbes     Cumulative Free Cash Flow Metric Best Places to Work for LGBTQ Equality   Operating cash flow from continuing operations less capital spending and internal-use software spending, excluding the impact of changesTop Companies to cash flow from pension and post-retirement benefits-related items and other similar non-operational items over the performance period.Grow Careers Human Rights Campaign Foundation—Corporate Equality Index LinkedIn     Total Shareowner Return Metric Top 50 Employers for Minority and Female Engineers   Total investment return on Common Stock between two points in time, using 30-trading-day average stock prices at the beginning of the performance period Minority Engineer Magazine and immediately following the end of the performance period, calculated to account for changes in share price and reinvested dividends.Woman Engineer Magazine 120RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents Appendix C: Raytheon Technologies Corporation Executive Annual Incentive Plan 1. Purpose The purpose of the Raytheon Technologies Corporation Executive Annual Incentive Plan (the “Plan”) is to reinforce corporate, organizational and other goals; to promote the achievement of those goals; to ensure a strong linkage of pay to performance; and to attract, retain and motivate eligible employees. This Plan shall be effective as of the date the Plan is approved by shareholders (the “Effective Date”). 2. Definitions For the purposes of the Plan, the following terms shall have the following meanings: “Affiliated Entity” means any entity controlled by, controlling or under common control with the Company. “Award” means a cash award based on the achievement of performance goals for a Performance Period. “Board” means the Board of Directors of the Company. “Change in Control” has the meaning set forth in the Company’s 2018 Long-Term Incentives Plan, as amended, (or any successor plan thereto). “Code” means the Internal Revenue Code of 1986, as amended from time to time, and all regulations, interpretations, and administrative guidance issued thereunder. “Committee” means the Compensation Committee of the Board, or such other committee as the Board may from time to time designate, which committee shall be comprised of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. “Company” means Raytheon Technologies Corporation, a Delaware corporation, or its successor. “Effective Date” has the meaning set forth in Section 1. “Eligible Employee” means any employee who has been designated by the Company or an Affiliated Entity as an executive (e.g., employee grades E5, E4, E3, E2 and E1), selected for participation in the Plan by the Company or an Affiliated Entity, who is on the active salaried payroll of the Company or an Affiliated Entity at any time during the Performance Period to which an Award relates. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. “Executive Officer” means an officer of the Company who is subject to Section 16 of the Exchange Act. “Performance Period” means the Company’s fiscal year, or such other period designated by the Committee. The Performance Period for the year in which the Effective Date occurs shall be the full fiscal year notwithstanding the fact that the Plan does not become effective until the Effective Date. “Plan” has the meaning set forth in Section 1. “Section 409A” means Section 409A of the Code. “Stub Period” means the portion of a Performance Period that ends on the date of a Change-in-Control. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT121 Table of Contents APPENDIX C: RAYTHEON TECHNOLOGIES CORPORATION EXECUTIVE ANNUAL INCENTIVE PLAN 3. Administration The Plan shall be administered by the Committee, who shall have the authority in its sole and absolute discretion, subject to, and consistent with, the express provisions of the Plan and applicable law, to administer the Plan (including all related Plan documents) and to exercise all the powers and authorities either specifically granted to it under the Plan or necessary or advisable in the administration of the Plan, including, without limitation, to determine who should be granted Awards and the amount of the Awards; to determine the time or times at which Awards shall be granted; to determine the terms, conditions, restrictions and performance criteria, including performance goals, relating to any Award; to determine whether, to what extent, and under what circumstances an Award may be settled, cancelled, forfeited, or surrendered; to increase or decrease the value of an Award to differentiate the performance of individual Eligible Employees and/or business or functional units of the Company; to make adjustments in performance goals or results in recognition of unusual, unexpected, or non-recurring events, including mergers, acquisitions and dispositions, or in response to changes in applicable laws, regulations, or accounting principles, or for any other reason; to construe and interpret the Plan and any Plan document; to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of any Award documents; and to make all other determinations deemed necessary or advisable for the administration of the Plan. The Committee may delegate such duties under the Plan as it may deem advisable to any person or persons selected by it, and for all purposes of the Plan, such delegate(s) shall be treated as the Committee; provided, however, that the Committee shall administer the Plan for all Executive Officers. Provided further, that no delegate may designate himself or herself as an Award recipient under the delegated authority. All decisions, determinations and interpretations of the Committee, or its delegate(s) shall be final and binding on all persons, including the Company, Affiliated Entities, Eligible Employees (or any person claiming any rights under the Plan from or through any Eligible Employee) and any shareowner. No member of the Board or the Committee shall be liable for any action taken or determination made in good faith with respect to the Plan or any Award granted hereunder. To the extent permitted by law, the Committee and all appointed delegates shall be indemnified by the Company and saved harmless against any claims and the expenses of defending against such claims, resulting from any action or conduct relating to the administration of the Plan, except claims arising from gross negligence, willful neglect or willful misconduct. 4. Eligibility Only Eligible Employees may be granted Awards under the Plan. Unless otherwise determined by the Committee or its delegate, an Eligible Employee, who commences employment with the Company or an Affiliated Entity following the start of a Performance Period, may be eligible for a pro-rata Award for the period of time employed during such Performance Period. Unless otherwise required by local regulation or legislation, an Eligible Employee may not participate in this Plan and another annual incentive plan of the Company or an Affiliated Entity simultaneously or for the same Performance Period. 5. Performance Goals Performance goals may consist of financial, operational and strategic performance measures for the Company, an Affiliated Entity and/or any business or functional unit thereof; individual performance goals for Eligible Employees; and/or such other goals as may be determined by the Committee. Performance goals shall be set prior to, or reasonably promptly following, the start of the Performance Period. 6. Annual Incentive Targets The annual target incentive amount shall be expressed as a percentage of the Eligible Employee’s annual salary in effect on December 1st of the Performance Period (or, for purposes of Section 9, the first day of the month immediately preceding the month in which a Change-in-Control occurs), unless otherwise specified in the Award. 7. Determination and Payment of Awards Payments, if any, due in respect of Awards shall be paid in a lump sum in cash. Cash payments made in respect of Awards will be paid as soon as administratively practicable following the end of the applicable Performance Period and the Committee’s determination of the achievement of the underlying performance goals, and, for Eligible Employees on a United States-based payroll or otherwise subject to taxation in the United States, no later than the 15th day of the third month following the end of the Performance Period. In order to be eligible to receive an Award, an Eligible Employee must be employed on the last day of the Performance Period, subject to Section 9 hereof and any rules established under the Plan from time to time. The Committee may, in its sole discretion, permit Eligible Employees to defer the payment of Awards in accordance with and subject to the terms of one or more deferred compensation plans sponsored by the Company or an Affiliated Entity. The Committee’s decisions regarding the amount of each Award shall be final, binding and conclusive for all purposes and need not be consistent among Eligible Employees. 122RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX C: RAYTHEON TECHNOLOGIES CORPORATION EXECUTIVE ANNUAL INCENTIVE PLAN 8. Clawback Eligible Employees shall be subject to any clawback, recoupment or other similar policy required by law or regulations or adopted by the Compensation Committee of the Board of Directors as in effect from time to time, and Awards paid to an Eligible Employee shall be subject to the terms of such policy, as in effect from time to time. 9. Change-in-Control Notwithstanding anything to the contrary in the Plan, upon a Change-in-Control this Plan shall terminate and each Eligible Employee shall be entitled to a lump sum cash payment for the Stub Period. The payment calculated prior to any proration to account for the Stub Period shall be the Eligible Employee’s target incentive amount for the Performance Period. The proration will be determined by dividing the number of days completed in the Stub Period immediately prior to the date of the Change-in-Control by the total number of days in the Performance Period. Payments due as a result of the termination of the Plan upon a Change-in-Control shall be made within 30 days following the date of the Change-in-Control and shall be made to all Eligible Employees who were employed by the Company or an Affiliated Entity immediately prior to the date of the Change-in-Control, regardless of whether they are still employed on the payment date. 10. Amendment and Termination of the Plan The Board or the Committee shall have the right at any time to amend, suspend, discontinue or terminate the Plan, in whole or in part; provided, however, (i) that no such amendment of the Plan shall operate to annul or diminish, without the consent of the Eligible Employee, an Award already made hereunder, except in the case of a recoupment of awards under the Plan in connection with the Company’s Clawback Policy; and (ii) no amendment adopted in connection with or in anticipation of a Change-in-Control shall adversely affect an Eligible Employee’s entitlement to an Award for the Stub Period following a Change-in-Control. 11. Personal Data In connection with managing and administering the Plan, the Company processes certain personal information about Eligible Employees including, but not limited to, name, home address, telephone number, date of birth, social insurance number, salary, nationality, job title, shares or directorships held in the Company, and details of all Awards paid or pending payment. Some of this information is collected by the Eligible Employee’s local employer and is transferred to the Company, as needed, for the purposes of implementation, administration, and management of the Plan. This information may also be shared with third parties providing services to the Company in connection with the Plan, and the Company takes all necessary steps, in accordance with applicable data protection laws, to ensure that such personal information is adequately protected. The Company is headquartered in the United States, and some of its subsidiaries and affiliates are located outside of the United States. The Company will have in place standard contractual clauses approved by the European Commission to allow for transfer of personal data outside the European Union or European Economic Area. Likewise, the Company will take all necessary measures, in accordance with applicable data protection laws, to protect personal information relating to Eligible Employees located in countries with data privacy laws that is transferred to other countries. Applicable data privacy laws may provide Eligible Employees the right to review and, if factually inaccurate, correct any personal information relating to them. 12. Miscellaneous 12.1 Section 409A. Each Award is intended to be excluded from coverage under Section 409A as a short-term deferral unless, and only to the extent that, a deferral election for such Award is made pursuant to a deferred compensation plan sponsored by the Company or an Affiliated Entity. If an Award does not qualify as a short-term deferral or for another exemption under Section 409A, it is intended that such Award will be paid in a manner that satisfies the requirements of Section 409A, and in the event any Award is payable to a “specified employee” (as determined in accordance with the methodology established by the Company in accordance with Section 409A) that would be payable during the six-month period following the specified employee’s “separation from service” (as determined in compliance with the methodology established by the Company in accordance with Section 409A) shall instead by paid on the first business day of the seventh month following the separation from service to the extent necessary to avoid the imposition of any additional taxes or penalties under Section 409A. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT123 Table of Contents APPENDIX C: RAYTHEON TECHNOLOGIES CORPORATION EXECUTIVE ANNUAL INCENTIVE PLAN 12.2 Additional Compensation Arrangement. Nothing contained in this Plan shall prevent or limit the Company or any Affiliated Entity from adopting other or additional compensation arrangements for any employee. 12.3 Plan Participation. Participation in the Plan is voluntary and at the complete discretion of the Company. Receipt of a current Award does not give rise to a vested right or entitlement to receipt of a future Award. 12.4 No Contract of Employment. This Plan shall not constitute a contract of employment, and adoption of this Plan or the payment of Awards shall not confer upon any employee any right to continued employment or payment for future Awards, nor shall it interfere in any way with the right of the Company or any Affiliated Entity to terminate the employment of any employee at any time. This Plan shall not be deemed to constitute part of an Eligible Employee’s terms and conditions of employment. 12.5 Plan Expenses. All expenses and costs in connection with the operation of the Plan shall be borne by the Company or an Affiliated Entity and no part thereof shall be charged against Awards, or to Eligible Employees. 12.6 Withholding. The Company or an Affiliated Entity shall have the right to deduct from Awards any applicable taxes, and any other deductions, required to be withheld with respect to such payments. In addition, the Company or an Affiliated Entity also may withhold such amounts from other amounts payable by the Company or an Affiliated Entity, subject to applicable law. 12.7 No Limitation on Corporate Actions. Nothing contained in the Plan shall be construed to prevent the Company or an Affiliated Entity from taking or not taking any corporate action, whether or not such action could have an adverse effect on any Awards made under the Plan. No Eligible Employee, beneficiary or other person shall have any claim as a result of any such action. 12.8 Unfunded Plan. The Plan is intended to constitute an unfunded plan for incentive compensation. Prior to the payment of any Award, nothing contained herein shall give any rights that are greater than those of a general creditor of the Company or an Affiliated Entity. 12.9 Severability. If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any of the other provisions of the Plan, and this Plan shall be construed and enforced as if such provision had not been included in the Plan. 12.10 Governing Law. While the Plan is intended to be administered in compliance with local laws and regulations, to the extent there is a conflict, the Plan and all actions taken thereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. 12.11 Nontransferability. A person’s rights and interests under the Plan, including any Award previously made to such person or any amounts payable under the Plan, may not be sold, assigned, pledged, transferred or otherwise alienated or hypothecated except, in the event of death, to a designated beneficiary as may be provided in the Plan, or in the absence of such designation, by will or the laws of descent and distribution. 12.12 Beneficiaries. To the extent the Committee permits beneficiary designations, any payment of Awards under the Plan to a deceased Eligible Employee shall be paid to the beneficiary duly designated by the Eligible Employee in accordance with the Company’s or an Affiliated Entity’s practices. If no such beneficiary has been designated or survives the Eligible Employee, payment shall be made to the Eligible Employee’s estate. A beneficiary designation, if such are permitted, may be changed or revoked by an Eligible Employee at any time, provided the change or revocation is filed with the Committee prior to the Eligible Employee’s death. 12.13 Successor. All obligations of the Company under the Plan, with respect to Awards granted hereunder, shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business or assets of the Company. 12.14 Relationship to Other Benefits. No payment of benefit under the Plan shall be taken into account in determining any benefits pursuant to any pension, retirement, savings, profit sharing, group insurance, termination programs and/or indemnities or severance payments, welfare or other benefit plan of the Company or any Affiliated Entity, except to the extent otherwise expressly provided in writing in such other plan or arrangement. 124RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX C: RAYTHEON TECHNOLOGIES CORPORATION EXECUTIVE ANNUAL INCENTIVE PLAN 12.15 Replacement Plan. This Plan is intended to replace the United Technologies Corporation Annual Executive Incentive Compensation Plan (“ICP”), as amended. As allowed by local law, all reference to the ICP in individual employment agreements is hereby replaced with reference to the Raytheon Technologies Corporation Executive Annual Incentive Plan. As provided in Section 4, an Eligible Employee may not participate in this Plan and another annual incentive plan of the Company or an Affiliated Entity simultaneously or for the same Performance Period. If an Eligible Employee makes a claim for benefits under the ICP or other annual incentive plan, any award under this Plan for the same Performance Period shall be immediately forfeit. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT125 Table of Contents Appendix D: Amended and Restated Raytheon Technologies Corporation 2018 Long-Term Incentive Plan SECTION 1: PURPOSE; DEFINITIONS The purpose of this Plan is to enable the Corporation to implement a compensation program that correlates compensation opportunities with shareowner value, focuses Management on long-term, sustainable performance, and provides the Corporation with a competitive advantage in attracting, retaining and motivating officers, employees and directors. For purposes of this Plan, the following terms are defined as set forth below: a. “Affiliate” means a company or other entity in which the Corporation has an equity or other financial interest, including joint ventures and partnerships. b. “Applicable Exchange” means the New York Stock Exchange or such other securities exchange as may at the applicable time be the principal market for the Common Stock. c. “Award” means a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Other Stock-Based Award or Cash Award granted pursuant to the terms of this Plan. d. “Award Agreement” means a written or electronic document or agreement setting forth the terms and conditions of a specific Award. e. “Board” means the Board of Directors of the Corporation. f. “Business Combination” has the meaning set forth in Section 10(e)(iii). g. “Cash Award” means an award granted to a Participant under Section 9 of this Plan. h. “Cause” means, unless otherwise provided in an Award Agreement: (i) conduct involving a felony criminal offense under U.S. federal or state law or an equivalent violation of the laws of any other country; (ii) dishonesty, fraud, self-dealing or material violations of civil law in the course of fulfilling the Participant’s employment duties; (iii) breach of the Participant’s intellectual property agreement or other written agreement with the Corporation; (iv) willful misconduct injurious to the Corporation or any of its Subsidiaries or Affiliates as shall be determined by the Committee; (v) negligent conduct injurious to the Corporation and any of its Subsidiaries and Affiliates, including negligent supervision of a subordinate who causes significant harm to the Corporation as determined by the Committee; or (vi) prior to a Change-in-Control, such other events as shall be determined by the Committee. Notwithstanding the general rule of Section 2(c), following a Change-in-Control, any determination by the Committee as to whether “Cause” exists shall be subject to de novo review. i. “Change-in-Control” has the meaning set forth in Section 10(e). j. “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code. k. “Committee” means the Committee referred to in Section 2. l. “Common Stock” means common stock, par value $1 per share, of the Corporation. m. “Corporate Transaction” has the meaning set forth in Section 3(e). 126RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN n. “Corporation” means Raytheon Technologies Corporation, a Delaware corporation, or its successor. o. “Disability” means permanent and total disability as determined under the Corporation’s long-term disability plan applicable to the Participant, or if there is no such plan applicable to the Participant, “Disability” means a determination of total disability by the Social Security Administration; provided that, in either case, the Participant’s condition also qualifies as a “disability” for purposes of Section 409A(a)(2)(C) of the Code, with respect to an Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code. p. “Disaffiliation” means a Subsidiary’s or an Affiliate’s ceasing to be a Subsidiary or Affiliate for any reason (including as a result of a public offering, or a spinoff or sale by the Corporation, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Corporation and its Affiliates. q. “Effective Date” has the meaning set forth in Section 12(a). r. “Eligible Individuals” means directors, officers, and employees of the Corporation or any of its Subsidiaries or Affiliates, and prospective directors, officers and employees who have accepted offers of employment or consultancy from the Corporation or its Subsidiaries or Affiliates. s. “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. t. “Fair Market Value” means, except as otherwise determined by the Committee, the closing price of a Share on the Applicable Exchange on the date of measurement or, if Shares were not traded on the Applicable Exchange on such measurement date, then on the preceding date on which Shares were traded on the Applicable Exchange, as reported by such source as the Committee may select. If there is no regular public trading market for such Common Stock, the Fair Market Value of the Common Stock shall be determined by the Committee in good faith and, to the extent applicable, such determination shall be made in a manner that satisfies Sections 409A and Sections 422(c)(1) of the Code. u. “Forfeiture Amount” has the meaning set forth in Section 14(i). v. “Full-Value Award” means any Award other than a Stock Appreciation Right, Stock Option or Cash Award. w. “Good Reason” means, the occurrence of any of the following without a Participant’s consent: (i) a material reduction in the Participant’s annual base salary, annual bonus opportunities, long-term incentive opportunities or other compensation and benefits in the aggregate from those in effect immediately prior to the Change-in-Control; (ii) a material diminution in the Participant’s title, duties, authority, responsibilities, functions or reporting relationship from those in effect immediately prior to the Change-in-Control; or (iii) a mandatory relocation of the Participant’s principal location of employment greater than 50 miles from immediately prior to the Change-in-Control. In order to invoke a termination for Good Reason, the Participant shall provide written notice to the Corporation of the existence of one or more of the conditions described in clauses (i) through (iii) within 90 days following the Participant’s knowledge of the initial existence of such condition or conditions, and the Corporation shall have 30 days following receipt of such written notice (the “Cure Period”) during which it may cure the condition, if curable. If the Corporation fails to cure the condition constituting Good Reason during the Cure Period, the Participant must terminate employment, if at all, within one year following the end of the Cure Period in order for such termination to constitute a termination for Good Reason. The Participant’s mental or physical incapacity following the occurrence of an event described above in clauses (i) through (iii) shall not affect the Participant’s ability to terminate employment for Good Reason. x. “Grant Date” means (i) the date on which the Committee or its delegate, as applicable, selects an Eligible Individual to receive a grant of an Award and determines the number of Shares, or the formula for earning a number of Shares, to be subject to such Award or the cash amount subject to such Award and all other material terms applicable to such Award; or (ii) such later date as the Committee or its delegate shall provide. y. “Incentive Stock Option” means any Stock Option designated in the applicable Award Agreement as an “incentive stock option” within the meaning of Section 422 of the Code, and that in fact so qualifies. z. “Incumbent Board” has the meaning set forth in Section 10(e)(ii). aa. “Individual Agreement” means, after a Change-in-Control, (i) a change-in-control or severance agreement between a Participant and the Corporation or one of its Affiliates, or (ii) a change-in-control or severance plan covering a Participant that is sponsored by the Corporation or one of its Affiliates. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT    127 Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN bb. “Nonqualified Stock Option” means any Stock Option that is not an Incentive Stock Option. cc. “Other Stock-Based Award” means an award granted to a Participant under Section 8 of this Plan. dd. “Outstanding Corporation Common Stock” has the meaning set forth in Section 10(e)(i). ee. “Outstanding Corporation Voting Securities” has the meaning set forth in Section 10(e)(i). ff. “Participant” means an Eligible Individual to whom an Award is or has been granted. gg. “Performance Goals” means the performance goals established by the Committee in connection with the grant of an Award which may be based on attainment of specified levels of one or more of the following measures, or of any other measures determined by the Committee in its discretion: stock price, total shareholder return, earnings (whether based on earnings before taxes, earnings before interest and taxes or earnings before interest, taxes, depreciation and amortization), earnings per share, return on equity, return on sales, return on assets or operating or net assets, market share, objective customer service measures or indices, pre- or after-tax income, net income, cash flow (before or after dividends or other adjustments), free cash flow, cash flow per share (before or after dividends or other adjustments), gross margin, working capital and gross inventory turnover, risk-based capital, revenues, revenue growth, return on capital (whether based on return on total capital or return on invested capital), cost control, gross profit, operating profit, unit volume, sales, in each case with respect to the Corporation or any one or more Subsidiaries, Affiliates, divisions, business units or business segments thereof, either in absolute terms or relative to the performance of one or more other companies (including an index covering multiple companies). hh. “Person” has the meaning set forth in Section 10(e)(i). ii. “Plan” means the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan, as set forth herein and as hereinafter amended from time to time. jj. “Prior Plan” the amended and restated United Technologies Corporation Long-Term Incentive Plan. kk. “Replaced Award” has the meaning set forth in Section 10(b). ll. “Replacement Award” has the meaning set forth in Section 10(b). mm. “Section 16(b)” has the meaning set forth in Section 11(a). nn. “Share” means a share of the Corporation’s Common Stock. oo. “Stock Appreciation Right” means an Award granted under Section 5(a). pp. “Stock Option” means an Award granted under Section 5(b). qq. “Subsidiary” means any corporation, partnership, joint venture, limited company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Corporation or any successor to the Corporation. rr. “Term” means the maximum period during which a Stock Appreciation Right or Stock Option may remain outstanding, subject to earlier termination upon Termination of Service or otherwise, as specified in the applicable Award Agreement. ss. “Termination of Service” means the termination of the applicable Participant’s employment with, or performance of services for, the Corporation and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee: (i) if a Participant’s employment with the Corporation and its Affiliates terminates but such Participant continues to provide services to the Corporation and its Affiliates in a non-employee capacity, such change in status shall not be deemed a Termination of Service, (ii) a Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Corporation and its Affiliates shall also be deemed to incur a Termination of Service if, as a result of a Disaffiliation, such Subsidiary, Affiliate or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of, or service provider for, the Corporation or another Subsidiary or Affiliate, and (iii) a Participant shall not be deemed to have incurred a Termination of Service solely by reason of such individual’s incurrence of a Disability. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Corporation and its Subsidiaries and Affiliates shall not be considered a Termination of Service. Absences from employment by reason of notice periods, garden leaves or similar paid leaves implemented in contemplation of a permanent termination of employment shall not be recognized as service under this Plan. Notwithstanding the foregoing provisions of this definition, with respect to any Award that constitutes 128RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN “nonqualified deferred compensation” subject to Section 409A of the Code, a Participant shall not be considered to have experienced a “Termination of Service” unless the Participant has experienced a “separation from service” within the meaning of Section 409A of the Code (a “Separation from Service”), and a Separation from Service shall be deemed to occur where the Participant and the Corporation and its Subsidiaries and Affiliates reasonably anticipate that the bona fide level of services that the Participant will perform (whether as an employee or as an independent contractor) will be permanently reduced to a level that is less than thirty-seven and a half percent (37.5%) of the average level of bona fide services the Participant performed during the immediately preceding 36 months (or the entire period the Participant has provided services if the Participant has been providing services to the Corporation and/or any of its Subsidiaries or Affiliates for less than 36 months). SECTION 2. ADMINISTRATION a. Committee. This Plan shall be administered by the Board directly, or if the Board elects, by the Compensation Committee or such other committee of the Board as the Board may from time to time designate, which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. All references in this Plan to the “Committee” refer to the Board as a whole, unless a separate committee has been designated or authorized consistent with the foregoing. Subject to the terms and conditions of this Plan, the Committee shall have absolute authority:     i. To select the Eligible Individuals to whom Awards may from time to time be granted;               ii. To determine whether and to what extent Stock Appreciation Rights, Incentive Stock Options, Nonqualified Stock Options, Restricted Stock Units, Restricted Stock, Other Stock-Based Awards and Cash Awards or any combination thereof are to be granted hereunder; 870 Winter Street Waltham, Massachusetts 02451-1449 U.S.A. www.rtx.com   iii. To determine the number of Shares to be covered by each Award granted hereunder; iv. To approve the form of any Award Agreement and determine the terms and conditions of any Award granted hereunder, including, but not limited to, the exercise price (subject to Section 5(c)), any vesting condition, restriction or limitation (which may be related to the performance of the Participant, the Corporation or any Subsidiary or Affiliate), treatment on Termination of Service, and any vesting acceleration or forfeiture waiver regarding any Award and the Shares relating thereto, based on such factors as the Committee shall determine; v. To modify, amend or adjust the terms and conditions (including, but not limited to, Performance Goals and measured results when necessary or appropriate for the purposes of preserving the validity of the goals as originally set by the Committee) of any Award (subject to Sections 5(d) and 5(e)), from time to time, including, without limitation, in order to comply with tax and securities laws, including laws of countries outside of the United States, and to comply with changes of law and accounting standards; vi. To establish sub-plans and to determine to what extent and under what circumstances Common Stock or cash payable with respect to an Award shall be deferred either automatically or at the election of a Participant under such sub-plans; vii. To determine under what circumstances an Award may be settled in cash, Shares, other property or a combination of the foregoing; viii. To adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it shall, from time to time, deem advisable; ix. To establish any “blackout” period that the Committee in its sole discretion deems necessary or advisable; x. To interpret the terms and provisions of this Plan and any Award issued under this Plan (and any Award Agreement relating thereto); xi. To decide all other matters that must be determined in connection with an Award; and xii. To otherwise administer this Plan.   RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT129 Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN b. Procedures. i. The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law, including Section 157(c) of the Delaware General Corporation Law, or the listing standards of the Applicable Exchange, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any time. ii. Subject to Section 11(a), any authority granted to the Committee may be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. c. Discretion of Committee. Subject to Section 1(i), any determination made by the Committee or pursuant to delegated authority under the provisions of this Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of this Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated person pursuant to the provisions of this Plan shall be final, binding and conclusive on all persons, including the Corporation, Participants and Eligible Individuals. d. Cancellation or Suspension. Subject to Section 5(d), the Committee shall have full power and authority to determine whether, to what extent and under what circumstances any Award shall be canceled or suspended. e. Award Agreements. The terms and conditions of each Award, as determined by the Committee, shall be set forth in a written (or electronic) Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall be subject to the Participant’s acceptance of the applicable Award Agreement within the time period specified in the Award Agreement, unless otherwise provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12(d) hereof. f. Minimum Vesting Period. Except for Awards granted with respect to a maximum of five percent of the Shares authorized in the first sentence of Section 3(a), Award Agreements shall not provide for a designated vesting period of less than one year. g. Foreign Employees and Foreign Law Considerations. The Committee may grant Awards to Eligible Individuals who are foreign nationals, who are located outside the United States, who are not compensated from a payroll maintained in the United States, and/or who are otherwise subject to (or could cause the Corporation to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, and, in furtherance of such purposes, the Committee may adopt such procedures or sub-plans as may be necessary or advisable to comply with such legal or regulatory provisions. SECTION 3. COMMON STOCK SUBJECT TO PLAN a. Authorized Shares. The maximum number of Shares that may be issued pursuant to Awards granted under this Plan shall be the sum of (i) 75 million, (ii) the total number of Shares remaining available for new awards under the Plan as of immediately prior to the Effective Date, and (iii) the total number of Shares subject to outstanding Awards under the Plan as of immediately prior to the Effective Date. Shares issued under this Plan may be authorized and unissued Shares, treasury Shares, or Shares purchased in the open market or otherwise, at the sole discretion of the Committee. Each Share issued pursuant to a Full-Value Award will result in a reduction of the number of Shares available for issuance under this Plan by 4.03 Shares. Each Share issued pursuant to a Stock Option or Stock Appreciation Right will result in a reduction of the number of Shares available for issuance under this Plan by one Share. To the extent that an award under this Plan is forfeited, terminates, expires or lapses without being exercised (to the extent applicable), or is settled for cash, the Shares subject to such award not delivered as a result thereof shall again be available for Awards under this Plan on the same share counting basis as provided under this paragraph (a). b. Prior Plan. Awards outstanding under the Prior Plan as of the April 30, 2018 shall remain in full force and effect under the Prior Plan according to their respective terms, and to the extent that any such award is forfeited, terminates, expires or lapses without being exercised (to the extent applicable), or is settled for cash, the Shares subject to such award not delivered as a result thereof shall again be available for Awards under this Plan on the same share counting basis as provided under paragraph (a) under this Section 3 (i.e., each Share subject to a Prior Plan full-value award will be added back as 4.03 Shares and each share subject to a Prior Plan stock option or stock appreciation right will be added back as one share); provided, however, that dividend equivalents may continue to be issued under the Corporation’s Prior Plan in respect of awards granted under the Prior Plan which are outstanding as of the April 30, 2018. c. Individual Limits. A Participant who is not a non-employee director may not be granted: (i) Stock Appreciation Rights and Stock Options in excess of 1 million Shares during any calendar year, (ii) Full-Value Awards in excess of 500,000 Shares during any calendar year, or (iii) Cash Awards in excess of $10 million. Compensation payable by the Corporation to any non-employee 130RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN director of the Corporation, including Awards granted under this Plan (with Awards valued based on the fair value on the Grant Date for accounting purposes) and cash fees paid or credited, in respect of such non-employee director’s service as a member of the Board during the calendar year, may not exceed $1.5 million during any single calendar year. d. Rules for Calculating Shares Issued. To the extent that any Award is forfeited, terminates, expires or lapses instead of being exercised, or any Award is settled for cash, the Shares subject to such Awards will not be counted as Shares issued under this Plan. If the exercise price of any Stock Appreciation Right or Stock Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares (either actually or through a signed document affirming the Participant’s ownership and delivery of such Shares) or the Corporation withholding Shares relating to such Award, the gross number of Shares subject to the Award shall nonetheless be deemed to have been issued under this Plan. Shares reacquired by the Corporation on the open market or otherwise using cash proceeds from the exercise of Stock Appreciation Rights or Stock Options shall not be available for Awards under the Plan. e. Adjustment Provisions. i. In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, disposition for consideration of the Corporation’s direct or indirect ownership of a Subsidiary or Affiliate (including by reason of a Disaffiliation), or similar event affecting the Corporation or any of its Subsidiaries (each, a “Corporate Transaction”), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to: (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan; (B) the various maximum limitations set forth in Section 3(c) applicable to the grants to individuals of certain types of Awards; (C) the number and kind of Shares or other securities subject to outstanding Awards; (D) financial goals or measured results to preserve the validity of the original goals set by the Committee; and (E) the exercise price of outstanding Awards. ii. In the event of a stock dividend, stock split, reverse stock split, reorganization, share combination, or recapitalization or similar event affecting the capital structure of the Corporation, or a Disaffiliation, separation or spinoff, in each case without consideration, or other extraordinary dividend of cash or other property to the Corporation’s shareholders, the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to: (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under this Plan; (B) the various maximum limitations set forth in Section 3(c) applicable to the grants to individuals of certain types of Awards; (C) the number and kind of Shares or other securities subject to outstanding Awards; (D) financial goals or measured results to preserve the validity of the original goals set by the Committee; and (E) the exercise price of outstanding Awards. iii. In the case of Corporate Transactions, such adjustments may include: (A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of a Stock Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Stock Appreciation Right or Stock Option shall conclusively be deemed valid); (B) the substitution of other property (including cash or other securities of the Corporation and securities of entities other than the Corporation) for the Shares subject to outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including other securities of the Corporation and securities of entities other than the Corporation), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Corporation securities). iv. Any adjustments made pursuant to this Section 3(e) to Awards that are considered “nonqualified deferred compensation” subject to Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code; and any adjustments made pursuant to Section 3(e) to Awards that are not considered “deferred compensation” subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustments, either: (A) the Awards continue not to constitute “deferred compensation” subject to Section 409A of the Code; or (B) there does not result in the imposition of any penalty taxes under Section 409A of the Code in respect of such Awards. v. Any adjustment under this Section 3(e) need not be applied uniformly to all Participants. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT131 Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN   SECTION 4: ELIGIBILITY Awards may be granted under this Plan to Eligible Individuals; provided, however, that Incentive Stock Options may be granted only to employees of the Corporation and its subsidiaries or Parent Corporation (within the meaning of Section 424(f) of the Code). SECTION 5: STOCK APPRECIATION RIGHTS AND STOCK OPTIONS a. Nature of Stock Appreciation Rights. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, or Shares with a Fair Market Value, equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right. b. Types of Stock Options. Stock Options may be granted in the form of Incentive Stock Options or Nonqualified Stock Options. The Award Agreement for a Stock Option shall indicate whether the Stock Option is intended to be an Incentive Stock Option or a Nonqualified Stock Option. c. Exercise Price. The exercise price per Share subject to a Stock Appreciation Right or Stock Option shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a Share on the applicable Grant Date. In no event may any Stock Appreciation Right or Stock Option granted under this Plan be amended, other than pursuant to Section 3(e), to decrease the exercise price thereof, be cancelled in exchange for cash (where such Stock Appreciation Right or Stock Option currently hold no value), or other Awards or in conjunction with the grant of any new Stock Appreciation Right or Stock Option with a lower exercise price, or otherwise be subject to any action that would be treated, under the Applicable Exchange listing standards or for accounting purposes, as a “repricing” of such Stock Appreciation Right or Stock Option, unless such amendment, cancellation or action is approved by the Corporation’s shareholders. d. Term. The Term of each Stock Appreciation Right and each Stock Option shall be fixed by the Committee, but no Stock Appreciation Right or Stock Option shall be exercisable more than 10 years after its Grant Date. e. Exercisability; Method of Exercise. Except as otherwise provided herein, Stock Appreciation Rights and Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. Subject to the provisions of this Section 5, Stock Appreciation Rights and Stock Options may be exercised, in whole or in part in accordance with the methods and procedures established by the Committee in the Award Agreement or otherwise. f. Delivery; Rights of Shareowners. A Participant shall not be entitled to delivery of Shares pursuant to the exercise of a Stock Appreciation Right or Stock Option until the exercise price therefore has been fully paid and applicable taxes have been withheld. Except as otherwise provided in Section 5(j), a Participant shall have all of the rights of a shareowner of the number of Shares deliverable pursuant to such Stock Appreciation Right or Stock Option (including, if applicable, the right to vote the applicable Shares), when the Participant: (i) has given written notice of exercise; (ii) if requested, has given the representation described in Section 14(a); and (iii) in the case of a Stock Option, has paid in full for such Shares. g. Nontransferability of Stock Appreciation Rights and Stock Options. No Stock Appreciation Right or Stock Option shall be transferable by a Participant other than, for no value or consideration: (i) by will or by the laws of descent and distribution; or (ii) in the case of a Stock Appreciation Right or Nonqualified Stock Option, as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to such Participant’s family members, whether directly or indirectly, or by means of a trust or partnership or otherwise (for purposes of this Plan, unless otherwise determined by the Committee, “family member” shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto). Any Stock Appreciation Right or Stock Option shall be exercisable, subject to the terms of this Plan, only by the Participant, the guardian or legal representative of the Participant, or any person to whom such Stock Appreciation Rights or Stock Option is transferred pursuant to this Section 5(g), it being understood that the term “holder” and “Participant” include such guardian, legal representative and other transferee; provided, however, that the term “Termination of Service” shall continue to refer to the Termination of Service of the original Participant. No Participant may enter into any agreement for the purpose of selling, transferring or otherwise engaging in any transaction that has the effect of exchanging his or her economic interest in any Award to another person or entity for a cash payment or other consideration unless first approved by a majority of the Corporation’s shareowners. 132RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN h. Termination of Service. The effect of a Participant’s Termination of Service on any Stock Appreciation Right or Stock Option then held by the Participant shall be set forth in the applicable Award Agreement. i. Additional Rules for Incentive Stock Options. Notwithstanding any other provision of this Plan to the contrary, no Stock Option that is intended to qualify as an Incentive Stock Option may be granted to any Eligible Individual who at the time of such grant owns stock possessing more than 10% of the total combined voting power of all classes of stock of the Corporation or of any Subsidiary, unless at the time such Stock Option is granted the exercise price is at least 110% of the Fair Market Value of a Share and such Stock Option by its terms is not exercisable after the expiration of five years from the date such Stock Option is granted. In addition, the aggregate Fair Market Value of the Common Stock (determined at the time a Stock Option for the Common Stock is granted) for which Incentive Stock Options are exercisable for the first time by a Participant during any calendar year, under all of the incentive stock option plans of the Corporation and of any Subsidiary, may not exceed $100,000. To the extent a Stock Option that by its terms was intended to be an Incentive Stock Option exceeds this $100,000 limit, the portion of the Stock Option in excess of such limit shall be treated as a Nonqualified Stock Option. j. Dividends and Dividend Equivalents. Dividends (whether paid in cash or Shares) and dividend equivalents may not be paid or accrued on Stock Appreciation Rights or Stock Options; provided that Stock Appreciation Rights and Stock Options may be adjusted under certain circumstances in accordance with the terms of Section 3(e). SECTION 6: RESTRICTED STOCK a. Administration. Shares of Restricted Stock are actual Shares issued to a Participant and may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall determine the Eligible Individuals to whom and the time or times at which grants of Restricted Stock will be awarded, the number of Shares to be awarded to any Eligible Individual, the conditions for vesting, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions of the Awards, in addition to those contained in Section 6(c). b. Book Entry Registration or Certificated Shares. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates registered in the name of the Participant and bearing an appropriate legend referring to the terms, conditions and restrictions applicable to such Award. c. Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service): i. The Committee shall, prior to or at the time of grant, condition: (A) the vesting of an Award of Restricted Stock upon the continued service of the applicable Participant, or (B) the grant or vesting of an Award of Restricted Stock upon the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Awards (including any applicable Performance Goals) need not be the same with respect to each recipient. ii. Subject to the provisions of this Plan and the applicable Award Agreement, during the period, if any, set by the Committee, commencing with the date of such Restricted Stock Award for which such vesting restrictions apply, and until the expiration of such period, the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock. d. Rights of a Shareowner. Except as provided in this Section 6 and the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a shareowner of the Corporation holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any dividends (subject to Section 14(e)). e. Termination of Service. The effect of a Participant’s Termination of Service on his or her Restricted Stock shall be set forth in the applicable Award Agreement. RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT133 Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN SECTION 7: RESTRICTED STOCK UNITS a. Nature of Awards. Restricted stock units and deferred stock units (together, “Restricted Stock Units”) are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in a specified number of Shares or an amount of cash equal to the Fair Market Value of a specified number of Shares. b. Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions and such other terms and conditions as are set forth in the applicable Award Agreement (including the vesting or forfeiture provisions applicable upon a Termination of Service): i. The Committee shall, prior to or at the time of grant, condition: (A) the vesting of Restricted Stock Units upon the continued service of the applicable Participant, or (B) the grant or vesting of Restricted Stock Units upon the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant or vesting and the other provisions of Restricted Stock Units (including any applicable Performance Goals) need not be the same with respect to each recipient. An Award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest, at a later time specified by the Committee in the applicable Award Agreement, or, if the Committee so permits, in accordance with an election of the Participant. ii. The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive payments corresponding to the dividends payable on the Common Stock (subject to Section 14(e)). c. Rights of a Shareowner. A Participant to whom Restricted Stock Units are awarded shall have no rights as a shareowner with respect to the Shares represented by the Restricted Stock Units unless and until Shares are actually delivered to the Participant in settlement thereof. d. Termination of Service. The effect of a Participant’s Termination of Service on his or her Restricted Stock Units shall be set forth in the applicable Award Agreement. SECTION 8: OTHER STOCK-BASED AWARDS The Committee may grant equity-based or equity-related awards not otherwise described herein in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. Without limiting the generality of the preceding sentence, each such Other Stock-Based Award may: (a) involve the transfer of actual Shares to Participants, either at the time of grant or thereafter, or payment in cash or otherwise of amounts based on the value of Shares; (b) be subject to performance-based and/or service-based conditions; (c) be in the form of phantom stock, restricted stock, restricted stock units, performance shares, deferred share units or share-denominated performance units, or other awards denominated in, or with a value determined by reference to, a number of Shares that is specified at the time of the grant of such award; and (d) be designed to comply with applicable laws of jurisdictions other than the United States. SECTION 9: CASH AWARDS The Committee may grant awards that are denominated and payable in cash in such amounts and subject to such terms and conditions consistent with the terms of this Plan as the Committee shall determine. SECTION 10: CHANGE-IN-CONTROL PROVISIONS a. General. The provisions of this Section 10 shall, subject to Section 3(e), apply notwithstanding any other provision of this Plan to the contrary, except to the extent the Committee specifically provides otherwise in an Award Agreement. b. Impact of Change-in-Control. Upon the occurrence of a Change-in-Control: (i) all then-outstanding Stock Appreciation Rights and Stock Options shall become fully vested and exercisable, all Full-Value Awards (other than performance-based Awards), and all Cash Awards (other than performance-based Awards) shall vest in full, be free of restrictions, and be deemed to be earned and payable in an amount equal to the full value of such Award, except in each case to the extent that another Award meeting the requirements of Section 10(c) (any award meeting the requirements of Section 10(c), a “Replacement Award”) is provided to the Participant pursuant to Section 3(e) to replace such Award (any award intended to be replaced by a Replacement Award, a “Replaced Award”), and (ii) any performance-based Award that is not replaced by a Replacement Award shall be deemed to be earned and payable in an amount equal to the full value of such performance-based Award (with all applicable Performance Goals deemed achieved at the greater of (x) the applicable target level; and (y) the level of achievement as determined by the 134RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN Committee not later than the date of the Change-in-Control, taking into account performance through the latest date preceding the Change-in-Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period). c. Replacement Awards. An Award shall meet the conditions of this Section 10(c) (and hence qualify as a Replacement Award) if: (i) it is of the same type as the Replaced Award (except that for any Replaced Award that is performance-based, the Replacement Award shall be subject solely to time-based vesting for the remainder of the applicable performance period (or such shorter period as determined by the Committee) and the applicable Performance Goals shall be deemed to be achieved at the greater of: (x) the applicable target level; and (y) the level of achievement as determined by the Committee taking into account performance through the latest date preceding the Change-in-Control as to which performance can, as a practical matter, be determined (but not later than the end of the applicable performance period)); (ii) it has a value equal to the value of the Replaced Award as of the date of the Change-in-Control, as determined by the Committee in its sole discretion consistent with Section 3(e); (iii) the underlying Replaced Award was an equity-based award, it relates to publicly traded equity securities of the Corporation or the entity surviving the Corporation following the Change-in-Control; (iv) it contains terms relating to time-based vesting (including with respect to a Termination of Service) that are substantially identical to those of the Replaced Award; and (v) its other terms and conditions are not less favorable to the Participant than the terms and conditions of the Replaced Award (including the provisions that would apply in the event of a subsequent Change-in-Control) as of the date of the Change-in-Control. Without limiting the generality of the foregoing, a Replacement Award may take the form of a continuation of the applicable Replaced Award if the requirements of the preceding sentence are satisfied. If a Replacement Award is granted, the Replaced Award shall not vest upon the Change-in-Control. The determination whether the conditions of this Section 10(c) are satisfied shall be made by the Committee, as constituted immediately before the Change-in-Control, in its sole discretion. d. Termination of Service. Notwithstanding any other provision of this Plan to the contrary, and unless otherwise determined by the Committee and set forth in the applicable Award Agreement, upon a Termination of Service of a Participant by the Corporation other than for Cause or by the Participant for Good Reason within 24 months (or such longer period as is specified in the applicable Award Agreement) following a Change-in-Control: (i) all Replacement Awards held by such Participant shall vest in full and be free of restrictions, and (ii) unless otherwise provided in the applicable Award Agreement, notwithstanding any other provision of this Plan to the contrary, any Stock Appreciation Right or Stock Option held by the Participant as of the date of the Change-in-Control that remains outstanding as of the date of such Termination of Service may thereafter be exercised until the expiration of the stated full Term of such Stock Appreciation Right or Nonqualified Stock Option. e. Definition of Change-in-Control. For purposes of this Plan, a “Change-in-Control” shall mean the happening of any of the following events: i. An acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (1) the then outstanding shares of common stock of the Corporation (the “Outstanding Corporation Common Stock”); or (2) the combined voting power of the then outstanding voting securities of the Corporation entitled to vote generally in the election of directors (the “Outstanding Corporation Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change-in-Control: (1) any acquisition directly from the Corporation, (2) any acquisition by the Corporation, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Corporation or any entity controlled by the Corporation, or (4) any acquisition by any entity pursuant to a transaction that complies with clauses (1), (2) and (3) of subsection (iii) of this Section 10(e); or ii. A change in the composition of the Board such that the individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that, for purposes of this Section 10(e), any individual who becomes a member of the Board subsequent to the Effective Date whose election, or nomination for election by the Corporation’s shareowners, was approved by a vote of at least two-thirds of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; provided, further, that any such individual whose initial assumption of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be considered as a member of the Incumbent Board; or iii. The consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Corporation or any of its subsidiaries or sale or other disposition of all or substantially all of the assets of the Corporation, or the acquisition of assets or securities of another entity by the Corporation or any of its subsidiaries (a “Business RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT135 Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a noncorporate entity, equivalent securities), as the case may be, of the entity resulting from such Business Combination (including an entity that, as a result of such transaction, owns the Corporation or all or substantially all of the Corporation’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Corporation Common Stock and Outstanding Corporation Voting Securities, as the case may be, (2) no Person (excluding any entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Corporation or such entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock (or, for a noncorporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination, and (3) at least a majority of the members of the Board of Directors (or, for a noncorporate entity, equivalent body or committee) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or iv. The approval by the shareholders of the Corporation of a complete liquidation or dissolution of the Corporation. f. Notwithstanding any other provision of this Plan, any Award Agreement or any Individual Agreement, for any Award that constitutes nonqualified deferred compensation within the meaning of Section 409A of the Code, a Change-in-Control shall not constitute a settlement or distribution event with respect to such Award, or an event that otherwise changes the timing of settlement or distribution of such Award, unless the Change-in-Control also constitutes an event described in Section 409A(a) (2) (v) of the Code and the regulations promulgated thereunder (a “Section 409A CIC”); provided, however, that whether or not a Change-in-Control is a Section 409A CIC, such Change-in-Control shall result in the accelerated vesting of such Award to the extent provided by the Award Agreement, this Plan, any Individual Agreement or otherwise by the Committee. SECTION 11: SECTION 16(B); SECTION 409A a. The provisions of this Plan are intended to ensure that no transaction under this Plan is subject to (and all such transactions will be exempt from) the short-swing profit recovery rules of Section 16(b) of the Exchange Act (“Section 16(b)”). Accordingly, the composition of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegation of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b). b. This Plan and the Awards granted hereunder are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and, with respect to amounts that are subject to Section 409A of the Code, it is intended that this Plan be administered and interpreted in all respects in accordance with Section 409A of the Code. Each payment under any Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award that constitutes “nonqualified deferred compensation” subject to Section 409A of the Code. Notwithstanding any other provision of this Plan or any Award Agreement to the contrary, if a Participant is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Corporation), amounts that constitute “nonqualified deferred compensation” subject to Section 409A of the Code that would otherwise be payable by reason of a Participant’s Separation from Service during the six-month period immediately following such Separation from Service shall instead be paid or provided on the first business day following the date that is six months following the Participant’s Separation from Service. If the Participant dies following the Separation from Service and prior to the payment of any amounts delayed on account of Section 409A of the Code, such amounts shall be paid to the personal representative of the Participant’s estate within 30 days following the date of the Participant’s death. 136RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN SECTION 12: TERM, AMENDMENT AND TERMINATION a. Effectiveness. This Plan was originally approved by the Board on February 5, 2018, subject to and contingent upon approval by the Corporation’s shareowners. This amended and restated Plan will be effective April 26, 2021, (the “Effective Date”); provided that the Corporation’s shareowners approve this Plan on such date. b. Termination. This Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan. c. Amendment of Plan. The Board or the Committee may amend, alter, or discontinue this Plan, but no amendment, alteration or discontinuation shall be made that would materially impair the rights of the Participant with respect to a previously granted Award without such Participant’s consent, except such an amendment made to comply with applicable law, including Section 409A of the Code, Applicable Exchange listing standards, tax or accounting rules. In addition, no amendment shall be made without the approval of the Corporation’s shareowners to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange. d. Amendment of Awards. Subject to Section 5(c), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant’s consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause this Plan or Award to comply with applicable law, including Section 409A of the Code, Applicable Exchange listing standards, tax or accounting rules. SECTION 13: UNFUNDED STATUS OF PLAN Neither the Corporation nor the Committee shall have any obligation to segregate assets or establish a trust or other arrangements to meet the obligations created under the Plan. Any liability of the Corporation to any Participant with respect to an Award shall be based solely upon contractual obligation created by the Plan and the Award Agreement. No such obligation shall be deemed to be secured by any pledge or encumbrance on the property of the Corporation. SECTION 14: GENERAL PROVISIONS a. Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Corporation in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend that the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding any other provision of this Plan or agreements made pursuant thereto, the Corporation shall not be required to issue or deliver any Shares (whether in certificated or book-entry form) under this Plan prior to fulfillment of all of the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Shares of the Corporation under any state or federal law or regulation, or the maintaining in effect of any such registration or other qualification that the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent, approval, or permit from any state or federal governmental agency that the Committee shall, in its absolute discretion, determine to be necessary or advisable. b. Additional Compensation Arrangements. Nothing contained in this Plan shall prevent the Corporation or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees. c. No Contract of Employment. This Plan shall not constitute a contract of employment, and adoption of this Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Corporation or any Subsidiary or Affiliate to terminate the employment of any employee at any time. d. Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income, or employment or other tax purposes with respect to any Award under this Plan, such Participant shall pay to the Corporation, or make arrangements satisfactory to the Corporation regarding the payment of, any federal, state, local or foreign taxes of any kind required by law to be withheld with respect to such amount. Unless otherwise determined by the Corporation, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement, having a Fair Market Value on the date of withholding equal to the amount required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes. The RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT137 Table of Contents APPENDIX D: AMENDED AND RESTATED RAYTHEON TECHNOLOGIES CORPORATION 2018 LONG-TERM INCENTIVE PLAN obligations of the Corporation under this Plan shall be conditional on such payment or arrangements, and the Corporation and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock. e. Dividends and Dividend Equivalents. Any dividends or dividend equivalents credited with respect to any Award will be subject to the same time- and/or performance-based vesting conditions applicable to such Award and shall, if vested, be delivered or paid at the same time as such Award. f. Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant’s death are to be paid or by whom any rights of such Participant, after such Participant’s death, may be exercised. g. Governing Law and Interpretation. This Plan and all Awards made and actions taken hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. Whenever the words “include,” “includes” or “including” are used in this Plan, they shall be deemed to be followed by the words “but not limited to” and the word “or” shall be understood to mean “and/or” where the context so requires. h. Non-Transferability. Except as otherwise provided in Section 5(g) or as determined by the Committee, Awards under this Plan are not transferable except by will or by laws of descent and distribution. i. Clawback Policy. i. All Awards granted under the Plan prior to December 6, 2020 remain subject to the terms and conditions of Section 14(i) of the Plan as in effect immediately prior to December 6, 2020. ii. All Awards granted under the Plan (whether before, on or after December 6, 2020, including any proceeds from such Awards (whether paid in Shares or cash), shall be subject to any compensation clawback, recoupment or other similar policy adopted by the Compensation Committee of the Board of Directors, as such policy may be in effect from time to time. iii. Effect of Change-in-Control. Notwithstanding the foregoing and notwithstanding anything to the contrary in any Award Agreement or otherwise, this Section 14(i) shall not be applicable to any Participant following a Change-in-Control. iv. Nonexclusive Remedy. This Section 14(i) shall be a nonexclusive remedy and nothing contained in this Section 14(i) shall preclude the Corporation from pursuing any other applicable remedies available to it, whether in addition to, or in lieu of, application of this Section 14(i). 138RAYTHEON TECHNOLOGIES 2021 PROXY STATEMENT Table of Contents 2020 Company Awards Among Top Management for Corporate Effectiveness(3) Among Best Companies for Latinas to Work(3) Drucker Institute Latina Style 50 Among America’s Best Employers for New Graduates(3) Among Top Employers for Female Engineers(3) Forbes Woman Engineer Magazine Among America’s Most Just Companies(3) Among America’s Most Responsible Companies(1) Just Capital Newsweek Among the World’s Most Admired Aerospace and Defense Companies(2) Among America’s Best Employers for Women(1) and Diversity(2) Fortune Forbes Among the Best Places to Work for LGBTQ Equality(2) 5 Star Company in the Governance and Employment Categories(3) Human Rights Campaign Foundation Corporate Equality Index Hispanic Association on Corporate Responsibility’s Corporate Inclusion Index (1) Legacy UTC (2) Both legacy UTC and RTN (3) Raytheon Technologies Corporation Table of Contents 870 Winter Street Waltham, Massachusetts 02451-1449 U.S.A. www.rtx.com Table of Contents RAYTHEON TECHNOLOGIES CORPORATION 870 WINTER STREET WALTHAM, MASSACHUSETTS 02451 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 25, 202124, 2022 for shares held directly and up until 11:59 P.M. Eastern Time on April 21, 202120, 2022 for shares held in a company savings plan. Have your proxy card in hand when you access the web site listed above and follow the instructions to complete an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/RTX2021RTX2022 You may attend the meeting via the Internet and vote during the meeting if you are a direct shareowner. Have the information that is printed in the box marked by the arrow available and follow the instructions. For shares held through a company savings plan, you must vote prior to the meeting, but may still attend the meeting. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on April 25, 202124, 2022 for shares held directly and up until 11:59 P.M. Eastern Time on April 21, 202120, 2022 for shares held in a company savings plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Raytheon Technologies, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.     TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D30971-P49822-Z79163- Z79393                      D72052-P67761-Z81918 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. RAYTHEON TECHNOLOGIES CORPORATION RAYTHEON TECHNOLOGIES CORPORATION   The Board of Directors recommends a vote FOR the listed nominees under Item 1.     Item 1 -             Election of Directors                           Nominees:        ForNominees: Against For Against Abstain                   1a.        Tracy A. Atkinson ☐ ☐ ☐ o     o     1b. Gregory J. Hayes ☐ ☐ ☐ 1c. Thomas A. Kennedy ☐ ☐ ☐ 1d. Marshall O. Larsen ☐ ☐ ☐ 1e. George R. Oliver ☐ ☐ ☐ 1f. Robert K. (Kelly) Ortberg ☐ ☐ ☐ 1g. Margaret L. O’Sullivan ☐ ☐ ☐ 1h. Dinesh C. Paliwal ☐ ☐ ☐ 1i. Ellen M. Pawlikowski ☐ ☐ ☐ 1j. Denise L. Ramos ☐ ☐ ☐ 1k. Fredric G. Reynolds ☐ ☐ ☐ 1l. Brian C. Rogers ☐ ☐ ☐o                         1b. Bernard A. Harris, Jr. o o o                         1c. For Against Abstain Gregory J. Hayes 1m. James A. Winnefeld, Jr.o ☐o ☐ ☐ 1n. Robert O. Work ☐ ☐ ☐ COMPANY PROPOSALS: The Board of Directors recommends a vote FOR Items 2, 3, 4 and 5. For Against Abstain Item 2 -  Advisory Vote to Approve Executive Compensation ☐ ☐ ☐ Item 3 -  Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2021 ☐ ☐ ☐ Item 4 -  Approve Raytheon Technologies Corporation Executive Annual Incentive Plan ☐ ☐ ☐ Item 5 -  Approve Amendment to the Raytheon Technologies Corporation 2018 Long-Term Incentive Plan ☐ ☐ ☐o                         1d. SHAREOWNER PROPOSAL: The Board of Directors recommends a vote AGAINST Item 6. For Against Abstain George R. Oliver o Item 6 -  Shareowner Proposal to Amend Proxy Access Bylawo ☐ ☐ ☐o                         1e. Robert K. (Kelly) Ortberg o o o 1f. Margaret L. O’Sullivan o o o 1g. Dinesh C. Paliwal o o o 1h. Ellen M. Pawlikowski o o o 1i. Denise L. Ramos o o o 1j. Fredric G. Reynolds o o o 1k. Brian C. Rogers o o o For Against Abstain 1l. James A. Winnefeld, Jr. o o o 1m.   Robert O. Work o o o COMPANY PROPOSALS: The Board of Directors recommends a vote FOR Items 2, 3 and 4. For Against Abstain Item 2 - Advisory Vote to Approve Executive Compensation o o o Item 3 - Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2022 o o o Item 4 - Approve an Amendment to the Restated Certificate of Incorporation to Reduce the Voting Threshold Required to Repeal Article Ninth o o o                 Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareowner is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title.   Please date and sign name exactly as it appears hereon. Executors, administrators, trustees, etc. should so indicate when signing. If the shareowner is a corporation, the full corporate name should be inserted and the proxy signed by an officer of the corporation indicating his/her title.       Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Table of Contents   Monday, April 26, 2021,25, 2022, 8:00 a.m. Eastern Time www.virtualshareholdermeeting.com/RTX2021RTX2022   Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.   D30972-P49822-Z79163- Z79393D72053-P67761-Z81918 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS ANNUAL MEETING OF SHAREOWNERS MONDAY, APRIL 26, 202125, 2022 The undersigned hereby appoints Thomas A. Kennedy, Gregory J. Hayes, Neil G. Mitchill, Jr. and Frank R. Jimenez,Ramsaran Maharajh, or any of them, as proxies, each with full power of substitution, and hereby authorizes them to represent and to vote, as designated on the reverse side of this ballot (with discretionary authority as to any and all other business that may properly come before the meeting), all of the shares of Common Stock of Raytheon Technologies Corporation that the Shareowner(s) is/are entitled to vote at the Annual Meeting of Shareowners to be held at 8:00 a.m. Eastern Time on Monday, April 26, 2021,25, 2022, virtually at www.virtualshareholdermeeting.com/RTX2021,RTX2022, and at any adjournment, continuation or postponement thereof. If the undersigned is a participant in a company savings plan and has stock allocated to a plan account, the undersigned hereby instructs the trustee of the plan to vote all such shares of stock in accordance with the instructions on the reverse side of this ballot (or if no instructions are provided, then in accordance with the Board recommendations) at the Annual Meeting and at any adjournment, continuation or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE SHAREOWNER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. IF YOU ARE NOT VOTING ON THE INTERNET OR BY TELEPHONE, PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE.