UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

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United Technologies Corporation

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March 13, 2020

Notice of 2020 Annual Meeting of Shareowners

Meeting Information
DATE AND TIME:	LOCATION:	Your vote is very important. Please submit your proxy or voting instructions as soon as possible.
April 27, 2020 8:00 a.m. Eastern Time (doors open at 7:30 a.m.)	Ritz-Carlton Tysons Corner 1700 Tysons Boulevard McLean, VA 22102

Agenda

1:	Election of the Eight Director Nominees Listed in the Proxy Statement
2:	Advisory Vote to Approve Executive Compensation
3:	Appoint PricewaterhouseCoopers LLP to Serve as Independent Auditor for 2020
4:	Consideration of the Shareowner Proposals Set Forth in the Proxy Statement, if Properly Presented
5:	Other Business, if Properly Presented

Who may vote:
If you owned shares of UTC Common Stock at the close of business on March 3, 2020, you are entitled to receive this Notice of the Annual Meeting and to vote at the meeting, either in person or by proxy.

How to attend:
Please request a ticket in advance by following the instructions on page 85.

Please review your Proxy Statement and vote in one of the four ways described below.

By Order of the Board of Directors.

Peter J. Graber-Lipperman
Corporate Vice President, Secretary & Associate General Counsel

Voting methods available to you:

THE INTERNET Visit the website on your proxy card.	BY TELEPHONE Call the telephone number on your proxy card.	BY MAIL Sign, date and return your proxy card in the enclosed envelope.	IN PERSON Attend the Annual Meeting in McLean, Virginia. See pages 85-86 for instructions on how to attend and vote in person.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement        i

Table of Contents

Notice of 2020 Annual Meeting of Shareowners	i
Proxy Summary	1
CORPORATE GOVERNANCE
PROPOSAL 1:
Election of Directors	7
Nominees	10
Corporate Governance	16
Corporate Responsibility	23
Compensation of Directors	28
Share Ownership	30
EXECUTIVE COMPENSATION
PROPOSAL 2:
Advisory Vote to Approve Executive Compensation	32
Compensation Discussion and Analysis	33
Executive Summary	33
How We Make Pay Decisions and Assess Our Programs	38
2019 Principal Elements of Compensation	41
2019 CEO Pay Overview	47
How We Assess CEO Pay-for-Performance	50
Pay Decisions for the Other NEOs	52
Other Compensation Elements	58
Other Executive Compensation Policies and Practices	62
Report of the Compensation Committee	64
Compensation Tables	65
CEO Pay Ratio	76
AUDIT
Report of the Audit Committee	78
PROPOSAL 3:
Appoint an Independent Auditor for 2020	79
OTHER PROPOSALS
PROPOSAL 4:
Shareowner Proposal	81
PROPOSAL 5:
Shareowner Proposal	83
OTHER SHAREOWNER INFORMATION
Frequently Asked Questions About the Annual Meeting	85
Other Important Information	91
APPENDICES
Appendix A: Reconciliation of GAAP Measures to Corresponding Non-GAAP Measures	95
Appendix B: Financial Performance Metrics Used in UTC’s Incentive Compensation Plans	97

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareowners to be held on April 27, 2020. This Notice of the 2020 Annual Meeting of Shareowners and Proxy Statement as well as UTC’s 2019 Annual Report are available free of charge at www.proxyvote.com or at www.utc.com. References in either document to our website are for the convenience of readers, and information available at or through our website is not a part of nor is it incorporated by reference in the Proxy Statement or Annual Report.

The Board of Directors of United Technologies Corporation (“UTC,” the “Company” or the “Corporation”) is soliciting proxies to be voted at our 2020 Annual Meeting of Shareowners on April 27, 2020, and at any postponed or reconvened meeting. We expect that the Proxy materials or a notice of internet availability will be mailed and made available to shareowners beginning on or about March 13, 2020. At the meeting, votes will be taken on the matters listed in the Notice of 2020 Annual Meeting of Shareowners.

ii      United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

Proxy Summary

ANNUAL MEETING AGENDA

PROPOSAL 1: Election of Directors PAGES 7-15 BOARD RECOMMENDATION: FOR EACH DIRECTOR NOMINEE

PROPOSAL 2: Advisory Vote to Approve
Executive Compensation PAGE 32 BOARD RECOMMENDATION:  FOR 
PROPOSAL 3: Appoint PricewaterhouseCoopers
LLP to Serve as Independent
Auditor for 2020 PAGES 79-80 BOARD RECOMMENDATION:  FOR 
PROPOSAL 4: Shareowner Proposal PAGES 81-82 BOARD RECOMMENDATION:  NONE 
PROPOSAL 5: Shareowner Proposal PAGES 83-84 BOARD RECOMMENDATION:  AGAINST  The summary below highlights selected information in this Proxy Statement. Please review the entire Proxy Statement and UTC’s 2019 Annual Report before voting your shares. 2019 Performance Highlights 2019 was a truly extraordinary year for United Technologies Corporation. We achieved record sales, 43.8% total shareowner return (“TSR”), and exceeded the earnings and cash flow expectations we communicated to investors for the year, all while meeting our customer commitments. These achievements are even more impressive considering the historic portfolio transformation currently underway at UTC: ●The separation of Carrier and Otis into standalone, public companies (the “Spinoffs”) is on track to be completed in the first half of 2020. Both companies will be leaders in their industries and will have the resources, capital and strategic flexibility to focus on the unique needs of their customers.
●Furthermore, in June we announced that following the Spinoffs, UTC (which will include Collins Aerospace Systems and Pratt & Whitney) would merge with Raytheon Company (“Raytheon”) to form Raytheon Technologies (the “Merger”). The new combined company will be the premier global systems provider of advanced technologies that will define the future of aerospace and defense. Our historical focus on growth through innovation, cost reduction, disciplined capital allocation and operational excellence, has built a solid foundation for each standalone company — Carrier, Otis and Raytheon Technologies — to create long-term, sustainable shareowner value well into the future. Transforming the UTC portfolio now gives each company the ability to go beyond how we have always done things and to deliver value to our stakeholders through focused reimagination and innovation. In addition, the integration of Rockwell Collins and UTC Aerospace Systems into Collins Aerospace Systems (“Collins Aerospace”), ongoing since the acquisition of Rockwell Collins in November 2018, continues to be a success. The acquisition accounted for approximately 66 cents of earnings per share (“EPS”) accretion in 2019 and is delivering on its goal to bring greater intelligence, connectivity and electrification of flight to aerospace customers.

“While 2020 marks the last chapter for United Technologies as it stands today, it also begins a bright future for Carrier, Otis and Raytheon Technologies as standalone, public companies. I’m excited about the future of each of these businesses, and I’m confident in the teams that we’ve put in place to drive sustainable, long-term value creation that’s going to benefit customers, employees, shareowners and our communities for decades to come.”

Gregory J. Hayes, Chairman & Chief Executive Officer

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement       1

 
 
 
PROXY SUMMARY

Financial Highlights

We delivered strong financial results in 2019. Notably, we reported EPS of $6.41 (GAAP) and adjusted EPS of $8.26 (non-GAAP). At the same time, sales grew by 16%, which included 5% organic growth, and net income grew by 5% (GAAP) and 16% (non-GAAP). We also delivered cash flow from operating activities of $8.9 billion (GAAP), and after capital expenditures, free cash flow was $6.6 billion (non-GAAP). Further, we continued our 83-year tradition of paying a dividend to shareowners and increased the dividends per share paid in 2019 by 3.7%.

	Sales (in billions)	Diluted Earnings Per Share ($ per share)	16% sales growth	5% organic sales growth
GAAP
Non-GAAP(1)
	Cash Flow(2) (in billions)	Net Income (in billions)	5% net income growth	43.8% TSR in 2019
GAAP
Non-GAAP(1)

(1)	See Appendix A on pages 95-96 for more information regarding these adjusted financial measures (non-GAAP).
(2)	“GAAP cash flow” is cash flow from operating activities while “non-GAAP cash flow” is free cash flow.

Executive Compensation Overview

The Compensation Committee’s 2019 Pay Decisions

As discussed in detail on pages 41-47, the Compensation Committee (the “Committee”) makes annual pay decisions on three principal components of our executive compensation program: base salary, annual bonus and long-term incentives (“LTI”). Total direct compensation reflects the Committee’s assessment of Company, business unit and individual performance for 2019. For this reason, it includes the LTI grant values approved by the Committee in early 2020. This differs from the February 2019 LTI award values shown in the Summary Compensation Table on page 65, which reflect the Committee’s assessment of 2018 performance and are based on accounting valuations. Importantly, while total direct compensation provides a useful picture of the Committee’s 2019 pay decisions, the actual value an executive earns will ultimately depend on the Company’s stock price and future performance against pre-established goals. The following chart shows the 2019 total direct compensation for each of the five Named Executive Officers (“NEOs”) who remain executive officers of the Company at the time of this Proxy Statement.

2019 NEO TOTAL DIRECT COMPENSATION

Base Salary   Annual Bonus   LTI			Base Salary ($K)	Annual Bonus ($K)	LTI ($K)*	Total ($K)
Gregory J. Hayes			$1,600	$4,200	$14,000	$19,800
Neil G. Mitchill, Jr.			$650	$700	$1,700	$3,050
Robert K. Ortberg			$1,210	$2,200	$6,000	$9,410
David L. Gitlin			$1,000	$1,200	$5,000	$7,200
Judith F. Marks			$1,000	$1,500	$5,000	$7,500
		“At-Risk” Compensation

* Reflects values approved by the Committee for the LTI award granted on February 4, 2020. These values differ from the values that will be reported in the Summary Compensation Table in 2021, which will be calculated in accordance with FASB ASC Topic 718.

2       United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

 
 
 
PROXY SUMMARY

How We Align Pay with Performance

Our 2019 compensation program was designed to reward strong financial performance and strategic leadership that drives long-term, sustainable shareowner value. The largest portion of compensation for our CEO and our other NEOs is “at-risk” compensation — annual bonuses and long-term incentive awards that are contingent on Company performance relative to five key financial metrics.

Why these metrics? The Committee believes that these five metrics are essential indicators of the long-term financial health of our Company and therefore serve the fundamental objective of our executive compensation program: the alignment of executive pay with the interests of our shareowners. The Committee also believes that each of these metrics measures a particularly salient aspect of Company performance.

Annual Bonus Metrics (1 year)

Performance Share Unit Metrics (3 years)

●Earnings measure the immediate impact of operating decisions on the Company’s annual performance. For our Corporate Office executives, we use net income, a UTCwide goal; for each business unit, we use earnings before interest and taxes (“EBIT”) as the relevant earnings metric. ●Free Cash Flow (“FCF”) measures the Company’s ability to generate cash to fund our operations and key business investments, whether that means funding critical research and development, strategic acquisitions, paying down debt or distributing earnings to shareowners.

●EPS Growth measures the Company’s ability to create long-term, sustainable earnings that will ultimately drive total shareowner return. ●Return on Invested Capital (“ROIC”) measures the efficiency with which we allocate capital resources, taking into account not just the quantity of earnings, but also the quality of earnings and investments that drive sustainable growth. ●Relative Total Shareowner Return (“TSR”) measures our ability to return value to our shareowners compared to competing investment opportunities and is consistent with our program’s pay-for-performance objectives.

How 2019 Performance Affected Incentive Payouts

The table below shows UTC’s performance measured against the pre-established performance goals set for the 2019 annual bonus plan and the 2017 Performance Share Units (“PSUs”), which vested based on performance through the end of 2019.

Incentive Plans(1)	Performance Results	Performance Factor	Payout      (as a % of target)
2019 Annual Bonus(2)
Earnings (net income)	$7.1 billion	143%	147%
Free Cash Flow(3)	$7.4 billion	154%
2017 PSUs
3-Year EPS Growth	7.7%	119%	114%
3-Year ROIC	9.9%	100%
3-Year Relative TSR vs. companies within the S&P 500 Index	56.2nd %ile	125%

(1)	Performance goals and results are based on non-GAAP financial measures. See Appendix B on page 97 for definitions of the performance metrics used for annual bonuses and PSUs. For additional details on how these goals and results were measured, see pages 42-43.
(2)	Reflects annual bonus goals and results for UTC. Business unit goals and results differ. Refer to pages 42-43 for additional details.
(3)	Adjusted for annual bonus purposes.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement       3

 
 
 
PROXY SUMMARY

How the Spinoffs and Merger Affect Our Executive Compensation Program

Leading up to these transactions. To accommodate the pending Spinoffs and Merger, the Committee made certain short-term modifications to the design of our incentive programs, as described in the table below.

Following these transactions. The Committee does not consider the modifications described below to be permanent structural changes to our compensation program or philosophy. Following the Spinoffs and Merger, the compensation committees of Carrier, Otis and Raytheon Technologies will each review their executive compensation program’s design to ensure that it aligns with their compensation philosophies.

WHAT SHORT-TERM CHANGES WERE MADE TO ACCOMMODATE THE SPINOFFS AND MERGER?

What we changed		Why we changed it
Our 2019 PSU awards have three annual EPS growth goals. In February 2019, the Committee approved three annual EPS growth goals instead of the single three-year EPS compound annual growth rate (“CAGR”) goal it has historically set.		Upon the Spinoffs, PSUs will be measured and converted into Restricted Stock Units (“RSUs”) of each executive’s post-Spinoff employer that will remain subject to time-based vesting (see below for details). To facilitate the measurement of performance at the time of the Spinoffs, the Committee set three annual EPS growth goals for the 2019 PSUs.
We did not grant PSUs in early 2020. The Committee approved a change to the 2020 LTI mix for all executives. In February 2020, executives were granted 50% of their annual LTI award in the form of Stock Appreciation Rights (“SARs”) and the remaining 50% in the form of RSUs.		Since we expect the Spinoffs and Merger to occur in the first half of 2020, the Committee determined that setting long-term financial performance goals was not a viable option in advance of these transformational transactions. We expect the Committee to return to granting PSUs in 2021.
We changed our annual bonus funding formula for business unit executives for 2019 and 2020. For 2019 and 2020, the annual bonus funding formula for business unit executives is based solely on business unit performance. Previously, 60% of funding was based on business unit performance and 40% on UTC’s overall performance.		For the period leading up to the Spinoffs of Carrier and Otis and the Merger with Raytheon, the Committee wanted business unit executives to concentrate on business unit-specific goals. This focus on segment-only performance also enables each business unit to maintain its 2020 performance goals before and after the Spinoffs and Merger.
We implemented a Merger Severance Plan for our Corporate Office executives. Upon the announcement of the Merger with Raytheon, the Committee approved certain severance protections for our Corporate Office executives.		While the Merger with Raytheon does not constitute a “change-incontrol” under the terms of our current severance program or LTI plan, its implementation as a “Merger of Equals” will result in some positions being eliminated at both companies. Therefore, to assure continuity of management for our Corporate Office executives through the Spinoffs and Merger, the Committee determined it necessary to provide these executives with enhanced severance protections. This plan will become effective upon the Merger and will expire on the second anniversary of the Merger (see pages 61-62 for additional details on this plan).

WHAT WILL HAPPEN TO OUTSTANDING LONG-TERM INCENTIVE AWARDS?

Unvested awards. All LTI awards held by UTC executives that have not vested prior to the Spinoffs will be converted into unvested awards of each executive’s post-Spinoff employer (whether that is UTC, Carrier or Otis). This treatment will align executives’ interests with the shareowners of their post-Spinoff employer.

In addition, since our PSUs incorporate UTC-wide performance goals that will no longer be measurable after the Spinoffs and Merger, the PSUs granted in 2018 and 2019 will convert into unvested RSUs of the executive’s post-Spinoff employer. The conversion formula will take into account UTC’s performance for the period up to the Spinoffs, with target-level performance assumed for the remaining pro-rata portion of the performance period. These RSUs will remain eligible to vest after the Spinoffs, subject to the executive’s continued employment with his or her post-Spinoff employer.

Vested awards. Vested UTC SAR awards will be converted into vested SAR awards in all three companies — UTC, Carrier and Otis — regardless of where an executive works after the Spinoffs. The Committee believes this treatment recognizes the executive’s contributions to overall Company performance prior to the Spinoffs.

4       United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

 
 
 
PROXY SUMMARY

Governance and Board Highlights

UTC is committed to strong corporate governance practices, which the Board believes are critical to achieving long-term shareowner value and which strengthen Board and management accountability. The following are highlights of our governance framework and the diversity of our Board:

INDEPENDENT AND ENGAGED BOARD
75%	of our director nominees are independent
All	standing committees (except Finance) are comprised entirely of independent directors
98%	overall attendance by directors at 10 Board meetings in 2019
99%	overall attendance by directors at committee meetings in 2019
75%	or more of the Board and applicable committee meetings were attended by each director in 2019
100%	director attendance at the 2019 Annual Meeting

GOVERNANCE BEST PRACTICES

●Annual election of all directors

●Majority voting for directors in uncontested elections

●Robust Lead Director role with explicit responsibilities

●Proxy access

●Shareowners can act by written consent

●15% of shareowners can call special meetings

●Independent directors meet regularly without management

●Board regularly reviews strategic direction and priorities

●Board regularly reviews significant risks, including cybersecurity risks

●Board regularly reviews government relations activities

●Annual advisory vote on executive compensation

●Rigorous share ownership requirements for directors and senior management

●No hedging, short sales or pledging of UTC securities

●Annual Board, committee and director evaluations

●Active and ongoing shareowner engagement

DIVERSITY IN BACKGROUND OF THE DIRECTOR NOMINEES

current or former CEOs	women and people of color	current or former CFOs or Chief Investment Officers	with STEM degrees	worked outside the United States	worked in government

DIVERSITY IN TENURE OF THE NOMINEES

We believe that diversity in experience and perspective on the Board are of the utmost importance for reaching sound decisions that drive shareowner value.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement       5

 
 
 
PROXY SUMMARY

Board Nominees

		Skills and Expertise
	LLOYD J. AUSTIN III General, U. S. Army (Retired) and Former Commander of U. S. Central Command	2016	2		■	■		■	■
	GREGORY J. HAYES Chairman & Chief Executive Officer, United Technologies Corporation	2014	0	■			■	■	■
	MARSHALL O. LARSEN Retired Chairman, President & Chief Executive Officer, Goodrich Corporation	2012	2	■			■		■
	ROBERT K. (KELLY) ORTBERG Special Advisor to the Office of the Chairman & CEO, United Technologies Corporation	2020*	1				■		■	■
	MARGARET L. O’SULLIVAN Professor, Harvard University Kennedy School	2017	0		■	■		■
	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	■			■	■	■

* As noted on page 10, Mr. Ortberg was nominated for election at the 2020 Annual Meeting. If the Merger occurs before the Annual Meeting, Mr. Ortberg will be appointed to the UTC Board immediately prior to the effective date of the Merger.

6       United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

Proposal 1: Election of Directors

We are seeking your support for the election of the eight individuals that the Board has nominated to serve on the Board of Directors for a one-year term beginning on the date of the Annual Meeting. We believe that the nominees have the qualifications consistent with our position as a large, diversified industrial corporation with worldwide operations. We also believe that the nominees have the experience and perspective to guide United Technologies as we separate into three independent companies and then merge with Raytheon to form Raytheon Technologies.

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 key skills and expertise should be represented on the Board as a whole, but not necessarily by each director.

The following attributes are essential for all UTC 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

● 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 UTC and its shareowners

While we do not have a policy on Board diversity, a director’s ability to contribute to the diversity of perspectives necessary in Board deliberations is an attribute that is critical to the Company’s long-term success.

Key Skills and Expertise

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

	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.
	Knowledge of, or experience in, the specific industries in which UTC operates, whether acquired through service as a senior leader in one of those industries, as an institutional investor, through longer-term service on the UTC Board or through experience with an industrial company that transformed its portfolio of businesses.
	Leadership of a financial firm, management of an enterprise’s finance function or of a large P&L, 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.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement       7

PROPOSAL 1: ELECTION OF DIRECTORS

	This experience is critical to the Board’s role in overseeing and understanding major risk exposures, including significant financial, operational, compliance, reputational, strategic, international, political and cybersecurity risks.
	UTC has operations around the world and a significant portion of our sales comes from outside the United States. Directors with international experience thus impart valuable business, political and cultural perspectives.
	Experience in research and development, engineering, science, digital media or technology. This translates into an understanding of UTC’s technological innovations, development and marketing challenges, how to anticipate technological trends, and how to generate disruptive innovation — all of which helps the Company execute on our business objectives and strategy.
	Directors who have served in senior positions in the government or the military provide constructive insights about how significant government policies and public policy issues may affect our Company and how to effectively respond to those matters.

The chart below illustrates the diverse set of key skills and areas of expertise represented on our Board. Each director’s biography 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.

KEY SKILLS AND EXPERTISE

8       United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

Director Orientation and Education

Director Orientation

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

Director Continuing Education

As part of our directors’ continuing education, the Board strives to visit at least one of UTC’s business units each year. This gives directors a first-hand understanding of that business’ operations, and it provides the opportunity to interact with employees and key executives. In 2019, directors visited the Pratt & Whitney facility in Middletown, Connecticut, where they learned more about the technological underpinnings and production complexities associated with the Geared Turbofan and F135 engine programs.

Directors also are encouraged to attend outside continuing education programs. Additional presentations and materials, including updates on recent business developments and on topical and beneficial subjects, are provided from time to time to certain directors or to all directors, as appropriate.

Board Self-Evaluation Process

The Board appreciates that robust and constructive self-evaluation is an essential element of good corporate governance, Board effectiveness and continuous improvement. To this end, the Board evaluates annually its own performance and that of the standing committees and individual directors.

The Governance Committee is
responsible for and oversees the
design and the manner in which the
annual self-evaluation is completed. The Lead Director and the
Governance Committee Chair jointly
lead the self-evaluation process.

The self-evaluation informs the Board’s consideration of the following:

● Board roles

● Opportunities to increase the Board’s effectiveness, including the addition of new skills and expertise

● Refreshment objectives, including composition and diversity

● Succession planning

As part of the 2019 evaluation process, each of the independent directors conferred with Ms. Kullman, our Lead Director, or Mr. Rogers, the Chair of the Governance Committee, to provide feedback and to allow for the candid assessment of peer contributions and performance. Afterwards, Ms. Kullman and Mr. Rogers collaborated to provide a summary of the assessment, which the Board discussed in its private session.

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

● Expanding the Lead Director’s role and responsibilities

● Allocating more time to private sessions of the independent directors

● Restructuring the standing committees to allocate more time to strategy discussions at Board meetings

● Improving the Board’s self-evaluation process itself

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement       9

PROPOSAL 1: ELECTION OF DIRECTORS

Board Refreshment and Nominating Process

The Governance Committee regularly reviews with the Board the key skills and expertise that are most important in selecting candidates to serve as directors, taking into account UTC’s varied operations and the mix of capabilities and experience already represented on the Board. As part of the Board’s annual evaluation of its effectiveness, the Board considers the following with regard to its composition:

Does the Board reflect the diversity of experience, skills and perspectives that continuously enhance its oversight role and need to effectively support UTC’s growth and strategy? Based on these considerations, the Board adjusts the priority it places on various qualifications when identifying candidates. Outcomes Since 2016: ●Seven new independent directors ●More diverse Board ●Technology and cybersecurity expertise ●Senior government and military experience ●Enhanced financial expertise ●Industrial spinoff experience

Our Governance Guidelines require that directors retire at the annual meeting after reaching age 72, unless the Board makes an exception to the policy in special circumstances. The Governance Guidelines and Bylaws, however, do not impose term limits because the Board believes that a director who serves for an extended period develops a deep understanding of the Company’s history, practices and strategy, and is therefore uniquely positioned to provide insight and perspective regarding UTC’s current operations and strategic direction. Nonetheless, the Board’s self-evaluation process, including individual director evaluations, contributes to the Governance Committee’s consideration of each incumbent’s skills and experience as part of the nomination and refreshment process.

The Governance Committee considers candidates recommended by the directors, management and shareowners who satisfy the qualifications UTC seeks in its directors. A shareowner may recommend a director candidate by writing to the UTC Corporate Secretary (see page 90 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 larger and diverse pool of potential candidates.

Nominees

The Board, upon the recommendation of the Governance Committee, has nominated for election the eight individuals listed in this Proxy Statement. All are current directors of UTC who were elected by the shareowners at the 2019 Annual Meeting — except for Mr. Ortberg, who will be appointed to the UTC Board immediately prior to the effective date of the Merger if the Merger occurs before the 2020 Annual Meeting.

Mr. Ortberg started his career as a program manager at Rockwell Collins, where he served as Chairman, President and CEO at the time that company was acquired by UTC in 2018. Upon joining UTC, Mr. Ortberg served as the CEO of Collins Aerospace Systems and was recently appointed Special Advisor to UTC’s Office of the Chairman & CEO. In short, Mr. Ortberg brings to the UTC Board — and ultimately the Raytheon Technologies Board — more than 30 years of pertinent private sector experience in both the defense and commercial segments of the aerospace industry.

Six of UTC’s current independent directors are not standing for re-election:

● John V. Faraci and Jean-Pierre Garnier, who have been on the UTC Board since 2005 and 1997, respectively, will depart to join the Carrier board at the time it becomes a public company. Mr. Faraci will serve as the Executive Chairman and Dr. Garnier will serve as the Lead Director.

● Christopher J. Kearney and Harold W. McGraw III, who have been on our Board since 2018 and 2003, respectively, will depart to join the Otis board at the time it becomes a public company. Mr. Kearney will serve as the Executive Chairman and Mr. McGraw will serve as an independent director.

10     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

PROPOSAL 1: ELECTION OF DIRECTORS

The preceding departures will facilitate an orderly transition of Carrier and Otis to public companies and foster the continuity of leadership through these directors’ respective expertise and understanding of the underlying businesses.

● The remaining two departures are Diane M. Bryant and Ellen J. Kullman. Ms. Bryant, who will retire from the UTC Board effective as of the effective date of the Merger — or on April 27, 2020, if the closing occurs after the Annual Meeting — was recently named Chairman & CEO of Neural Analytics, Inc. Ms. Kullman was recently named the President & CEO of Carbon, Inc., and will retire from the Board immediately prior to the effective date of the Merger or on April 27, 2020, if the Merger closes after the Annual Meeting.

Retiring from the UTC Board will allow Ms. Bryant and Ms. Kullman to focus more time on their respective new roles and new principal responsibilities.

Management and the Board extend their sincere appreciation to Ms. Bryant, Ms. Kullman, Dr. Garnier, and Messrs. Faraci, Kearney and McGraw for their dedicated service to UTC.

As discussed on page 22, following the Merger, the 15-member board of Raytheon Technologies will be comprised of the eight director nominees named in this Proxy Statement as well as seven directors from the Raytheon Company board.

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

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     11

PROPOSAL 1: ELECTION OF DIRECTORS

Experience ●Commander, U.S. Central Command (military leadership), 2013-2016 ●33rd Vice Chief of Staff of the U.S. Army, 2012-2013 ●Commander of United States Forces — Iraq, 2010-2011 Other Current Directorships ●Nucor Corporation, since 2017 ●Tenet Healthcare Corporation, since 2018 ●Guest Services, Inc. (non-public) Other Leadership Experience and Service ●Former Class of 1951 Leadership Chair for the Study of Leadership, U.S. Military Academy at West Point, 2016-2018 ●Board of Trustees, Auburn University ●Board of Trustees, Carnegie Corporation of New York ●Council on Foreign Relations

Experience ●Chairman & Chief Executive Officer, United Technologies Corporation, since 2016 ●President, Chief Executive Officer and Director, United Technologies Corporation, 2014-2016 ●Senior Vice President and Chief Financial Officer, United Technologies Corporation, 2008-2014 ●Various senior positions since joining UTC in 1999 through the merger with Sundstrand Corporation, including Vice President, Accounting and Finance, and responsibility for UTC’s Corporate Strategy function Former Public Company Directorships ●Nucor Corporation, 2014-2018

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PROPOSAL 1: ELECTION OF DIRECTORS

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 and 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

Experience ●Special Advisor to the Office of the Chairman & CEO, United Technologies Corporation, since 2020 ●Chief Executive Officer, Collins Aerospace Systems, United Technologies Corporation, 2018-2020 ●Chairman, President & CEO, Rockwell Collins, Inc., 2015-2018 ●President & CEO, Rockwell Collins, Inc., 2013-2015 ●President, Rockwell Collins, Inc., 2012-2013 ●Various senior positions since joining Rockwell Collins in 1987 Other Current Directorships ●Aptiv PLC Former Public Company Directorships ●Rockwell Collins, Inc. (2013-2018) Other Leadership Experience and Service ●Chairman, Board of Governors, Aerospace Industries Association ●Co-Chairman, FIRST^® Board of Directors ●University of Iowa Engineering Advisory Board

* As noted on page 10, Mr. Ortberg was nominated for election at the 2020 Annual Meeting. If the Merger occurs before the Annual Meeting, Mr. Ortberg will be appointed to the UTC Board immediately prior to the effective date of the Merger.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     13

PROPOSAL 1: ELECTION OF DIRECTORS

Experience ●Jeane Kirkpatrick Professor of the Practice of International Affairs, Harvard University Kennedy School (higher education), since 2009 ●Director of the Geopolitics of Energy Project, Harvard University Kennedy School, since 2011 ●Lecturer and Senior Fellow, Harvard University Kennedy School, 2008-2009 ●Deputy National Security Advisor for Iraq and Afghanistan, National Security Council, 2005-2007 ●Special Assistant to the President, National Security Council, 2004-2007 ●Deputy Director (Governance), Iraq Coalition Provisional Authority, 2003-2004 ●Principal Advisor to the President’s Special Envoy to the Northern Ireland Peace Process, U.S. Department of State, 2001-2003 ●Fellow, The Brookings Institution, 1997-2001 Other Leadership Experience and Service ●Aspen Strategy Group ●Adjunct Senior Fellow, Council on Foreign Relations ●Advisory Council, George W. Bush Institute Women’s Initiative ●Board of Trustees, The German Marshall Fund of the United States ●Board of Trustees, The International Crisis Group ●International Advisory Board, Linklaters LLP ●Board of Directors, The Mission Continues ●North America Chair, The Trilateral Commission

Experience ●Chief Executive Officer & President, ITT Inc. (formerly ITT Corporation — diversified manufacturer), 2011-2018 ●Senior Vice President and Chief Financial Officer, ITT Corporation, 2007-2011 ●Chief Financial Officer, Furniture Brands International (home furnishings), 2005-2007 ●Senior Vice President & Corporate Treasurer, Yum! Brands, Inc., and Chief Financial Officer, KFC Corporation (U.S. Division), 2000-2005 Other Current Directorships ●Bank of America Corp., since 2019 ●Phillips 66 Company, since 2016 Former Public Company Directorships ●ITT Inc., 2011-2018 ●Praxair, Inc., 2014-2016

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PROPOSAL 1: ELECTION OF DIRECTORS

Experience ●Executive Vice President and Chief Financial Officer, CBS Corporation (media), 2005-2009 ●President and Chief Executive Officer, Viacom Television Stations Group (CBS predecessor), 2001-2005 ●Executive Vice President and Chief Financial Officer, Viacom, Inc., 2000-2001 ●Executive Vice President and Chief Financial Officer, Westinghouse Electric Corporation, 1994-2000 ●Various positions at PepsiCo, Inc., 1982-1994 Other Current Directorships ●Mondelēz International, Inc., since 2007 ●Pinterest, Inc., since 2017 ●MGM Holdings, Inc. (non-public) ●NEP Group, Inc. (non-public) Former Public Company Directorships ●AOL, Inc., 2009-2015 ●Hess Corporation, 2013-2019

Experience ●Chairman of the Board of Directors, T. Rowe Price Group, Inc. (investment management), 2007-2017 ●Chief Investment Officer, T. Rowe Price Group, Inc., 2004-2017 ●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 ●Chairman, Finance Committee, Archdiocese of Baltimore ●Board of Directors, Harvard Management Company ●Board of Trustees, Johns Hopkins Medicine

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     15

Corporate Governance

Our Commitment to Sound Corporate Governance

UTC is committed to strong corporate governance practices that are designed to maintain high standards of oversight, accountability, integrity and ethics while promoting long-term growth in shareowner value.

Our governance structure enables independent, experienced and accomplished directors to provide advice, insight and oversight that will advance the interests of the Company and our shareowners and other stakeholders. UTC has long strived to maintain sound governance standards, as reflected in our Code of Ethics, Governance Guidelines, our systematic approach to risk management, and in our commitment to transparent financial reporting and strong internal controls.

We encourage you to visit the Corporate Governance section of our website (www.utc.com) where you can access information about corporate governance at UTC, including:

●Governance Guidelines

●Board Committee Charters

●Certificate of Incorporation and Bylaws

●Code of Ethics

●Director Independence Policy

●Related Person Transactions Policy

●Public Activities

●Share ownership requirements

●Information about our Ombudsman Program, which allows UTC’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 Board and management believe in transparent and open communication with investors. Over the years, those 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.

Each fall we solicit feedback from our largest shareowners on changes that the Board (or a committee) is considering regarding UTC’s executive compensation program and our corporate governance practices. In the spring, after the Proxy Statement is filed, our discussions generally focus on the clarity and effectiveness of our disclosures and on other matters of interest to investors. The engagement sessions also include discussions regarding leadership structure, corporate social responsibility, and UTC’s diversity and sustainability initiatives.

In addition, management in conjunction with our independent directors, routinely engage with our shareowners on financial performance, capital allocation and business strategy. In 2019, management hosted an Investor and Analyst Meeting at the Paris Air Show, participated in five major investor conferences, hosted shareowners at UTC’s Corporate Headquarters, and visited shareowners in the Americas and Europe.

In 2019, we engaged with institutional investors
holding more than 400 million shares of UTC
Common Stock, which represents over 45% of
our shares outstanding.

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CORPORATE GOVERNANCE

Board Leadership Structure

Chairman and CEO Roles

The Governance Committee routinely reviews our governance practices and board leadership structure. Under our Corporate Governance Guidelines, the Board does not have a set policy on whether the CEO also is permitted to 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.

Lead Director Responsibilities

Under our Corporate Governance Guidelines, the Board designates a non-employee director to serve as Lead Director when the Chairman is not independent. The Lead Director’s responsibilities include the following and essentially mirror a non-executive Chairman’s responsibilities under the Corporate Governance Guidelines and the Bylaws:

● May call and preside over private sessions of the independent directors

● May call special meetings of the Board of Directors and preside over such meetings when the Chairman is not present

● Serves as a liaison between the independent directors and the Chairman

● Engages with significant constituencies, as requested

● Works with the Chairman to plan and set the agenda for Board meetings

● Oversees the performance evaluation and compensation for our CEO

● Facilitates succession planning and management development

● Works jointly with the Chair of the Governance Committee to lead the Board’s annual self-evaluation process

● Authorizes retention of outside advisors and consultants who report to the Board on board-wide issues

The Board believes that a non-executive Chairman or Lead Director with well-defined responsibilities enhances the effectiveness of the independent directors, improves risk management and oversight, and provides a channel for independent directors to candidly raise issues or concerns for Board consideration.

UTC’s independent directors meet in regularly scheduled private sessions without management and in additional sessions when requested. In practice, the private sessions occur before or after most Board meetings.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement       17

CORPORATE GOVERNANCE

Current Board Committees and Composition

Our Board has four standing committees: Audit, Governance and Public Policy, Compensation, and Finance. Except for the Finance Committee (which includes our CEO as a member), each standing committee is composed exclusively of independent directors. Each standing committee has the authority to retain independent advisors to assist in the fulfillment of its responsibilities, to approve the fees paid to those advisors and to terminate their engagements.

All committee charters, which are reviewed by the respective committee annually, are available on the Corporate Governance section of our website (see page 16).

Fredric G. Reynolds (Chair) Lloyd J. Austin III Diane M. Bryant Christopher J. Kearney Margaret L. O’Sullivan Denise L. Ramos 2019 Meetings: 8

●Assists the Board in overseeing: the integrity of UTC’s financial statements; the independence, qualifications and performance of UTC’s internal and external auditors; the Company’s compliance with its policies and procedures, internal controls, Code of Ethics, and applicable laws and regulations; and policies and procedures relating to risk assessment and management ●Nominates, for appointment by shareowners, an accounting firm to serve as UTC’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 UTC by its independent auditor ●Reviews and approves the appointment and replacement of the senior Internal Audit executive

The Board determined in 2019 that Messrs. Reynolds and Kearney, and Ms. Ramos each are “audit committee financial experts,” as that term is defined in the Securities and Exchange Commission (“SEC”) rules.

Brian C. Rogers        (Chair) Lloyd J. Austin III Jean-Pierre Garnier Marshall O. Larsen Harold W. McGraw III Margaret L. O’Sullivan 2019 Meetings: 5

●Identifies and recommends qualified candidates for election to the Board ●Develops and recommends appropriate corporate governance guidelines ●Oversees the design and conduct of the annual self-evaluation of the Board, its committees and individual directors ●Recommends appropriate compensation of 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 UTC’s positions on significant public issues and corporate social responsibility, including diversity, the environment and safety

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CORPORATE GOVERNANCE

Jean-Pierre Garnier (Chair) John V. Faraci Ellen J. Kullman Harold W. McGraw III Denise L. Ramos Brian C. Rogers 2019 Meetings: 5

●Reviews UTC’s executive compensation policies and practices to ensure that they adequately and appropriately align with executive and shareowner interests ●Reviews and approves the design of, and sets performance goals for, the annual bonus and long-term incentive programs for executives ●Evaluates the performance of UTC, the business units and the NEOs relative to the pre-established performance goals set by the Committee for the annual and long-term incentive programs ●Approves compensation for ELG members and other executive officers of the Company ●Reviews a risk assessment of UTC’s compensation policies, plans and practices

John V. Faraci         (Chair) Diane M. Bryant Gregory J. Hayes Christopher J. Kearney Ellen J. Kullman Marshall O. Larsen Fredric G. Reynolds 2019 Meetings: 4

●Reviews and monitors the management of UTC’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

Director Independence

Under UTC’s Director Independence Policy and the New York Stock Exchange (“NYSE”) listing standards a majority of our directors must be independent, meaning that the director does not have a direct or indirect material relationship with UTC (other than as a director). The Director Independence Policy guides the independence determination and includes the categories of relationships that the Board has determined are not material relationships that would impair a director’s independence. The policy is available on the Corporate Governance section of our website (see page 16).

Before joining the Board and annually thereafter, each director completes a questionnaire seeking information about relationships and transactions that may require disclosure, that may affect the independence determination, or that may affect the heightened independence standards that apply to members of the Audit and 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 UTC (including its subsidiaries) and other companies or charitable organizations where a director and a nominee (and immediate family members) may have relationships pertinent to the independence determination.

In each of the past three years, the annual payments UTC made or received for products and services as well as UTC’s charitable contributions fell below the thresholds in our Director Independence Policy and NYSE listing standards (the greater of $1 million or 2% of the other company or organization’s total gross revenues). The Board has determined that each of the nominees for election at the 2020 Annual Meeting, other than Mr. Hayes and Mr. Ortberg, are independent under the Director Independence Policy and NYSE listing standard because none of the nominees, other than Mr. Hayes and Mr. Ortberg, has a business, financial, family or other relationship with UTC that is considered material.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     19

CORPORATE GOVERNANCE

How We Manage Risk

Our Risk Management Framework

As a complex, multinational corporation, UTC encounters a range of risks, including legal, financial, operational, strategic and reputational risks. Within these broad categories, specific risks include human capital, market conditions, the overall political climate and the impact of disruptive events such as natural disasters.

To manage these risks, UTC has implemented a comprehensive enterprise risk management (“ERM”) program that conforms to the Enterprise Risk — Management Integrated Framework established by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As part of UTC’s ERM program — and in connection with a mid-year compliance review — each business unit president is responsible for identifying and reporting to the Chairman & CEO the following:

● Notable business and compliance risks that could affect the business’ operating plan and strategic initiatives

● Assessment of the likelihood and potential impact of the most significant risks

● Plans to mitigate the most significant risks

The Chairman & CEO, Chief Financial Officer and General Counsel report to the Board at least annually on business unit risks, functional risks and the associated mitigation plans.

The Board’s Role in Risk Management

The full Board is responsible for the oversight of UTC’s risk management process and structure, while the Audit Committee oversees UTC’s overall policies and practices for enterprise risk management. In addition, responsibility for the oversight of specific risk categories is allocated among the Board and its committees as follows:

BOARD RISK OVERSIGHT: AREAS OF RESPONSIBILITY

Full Board of Directors	Audit Committee	Committee on Governance and Public Policy	Compensation Committee	Finance Committee
●Risk management program ●Major strategies and business objectives ●Most significant risks, such as major litigation ●Succession planning ●Government relations	●Financial ●Operational ●Compliance ●Reputational ●Strategic ●Cybersecurity	●Corporate governance ●Director candidate review ●Conflicts of interest ●Director independence ●Environment ●Safety ●Equal employment opportunity ●Public policy issues	●Compensation and benefits policies, practices and plans ●Incentive plan performance metrics and goals ●Compensation for senior leaders ●Compensation plan design ●Executive retention	●Capital structure ●Financing ●Pensions ●Capital transactions ●Foreign exchange, interest rates and raw material prices

Compensation Risk and Mitigation

The Compensation Committee believes that executive compensation payouts must: align with the Company’s financial performance; be earned in a manner consistent with UTC’s Code of Ethics; promote long-term, sustainable value for shareowners; and strike a balance between appropriate levels of financial opportunity and risk. Through UTC’s ERM framework, the Committee identifies, monitors and mitigates compensation risk in the following ways:

● Emphasis on Long-Term Performance. Long-term incentives are the cornerstone of UTC’s executive compensation program. Our LTI program incorporates long-term financial performance metrics which align executive and shareowner interests.

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CORPORATE GOVERNANCE

● Rigorous Share Ownership Requirements. UTC 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 30 for more information.

● Prohibition on Short Sales, Pledging and Hedging of UTC Securities. UTC prohibits directors, officers and employees from entering into transactions involving short sales of our securities. Further, directors and executive officers are prohibited from pledging or assigning an interest in UTC 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 UTC 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. UTC maintains a comprehensive policy on recoupment (see page 63 for more details) that applies to both annual and long-term incentive compensation. The policy allows UTC to clawback compensation in a number of circumstances including, but not limited to, financial restatements, compensation earned as a result of financial miscalculations, violations of UTC’s Code of Ethics and violations of post-employment restrictive covenants.

● Post-Employment Covenants. Executive Leadership Group (“ELG”) members (which include each of our NEOs) may not engage in post-employment activities detrimental to UTC, such as disclosing proprietary information, soliciting UTC employees or engaging in competitive activities.

Public Policy Engagement

UTC’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 consistent with the interests of UTC’s shareowners and are not based on the personal agendas of individual directors, officers or employees. The Board reviews and monitors the Company’s government relations activities, including the activities of the United Technologies Corporation Federal Political Action Committee (“UTC PAC”), which is funded entirely by voluntary employee contributions.

UTC does not make political contributions to candidates for federal office. The UTC PAC is nonpartisan and supports candidates for federal office and the national political organizations of both major parties — thus providing employees, regardless of their political affiliations, with a legal and compliant way to communicate with a unified voice on issues that are important to our Company. Details on the UTC PAC’s contributions are available on our website (see page 16).

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

UTC’s federal lobbying activities and expenditures can be reviewed through our reports we file with Congress, which can be accessed through our website (see page 16). UTC’s state lobbying activities, which also are available through our website, are generally limited to 10 states and involve issues such as building safety and related building codes, economic development, and various business regulation issues.

For the fourth consecutive year, UTC was recognized as a “Trendsetter” by the nonprofit and nonpartisan Center for Political Accountability (“CPA”) — placing UTC among the 73 companies in the S&P 500 that received the highest scores on the CPA-Zicklin Index for Corporate Political Disclosure and Accountability.

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CORPORATE GOVERNANCE

Governance Changes Resulting from the Merger with Raytheon

As previously disclosed in a joint proxy statement/prospectus, dated September 10, 2019 (the “Merger Proxy”) and filed by UTC and Raytheon with the Securities and Exchange Commission, the merger agreement (as subsequently amended, the “Merger Agreement”) provides that upon completion of the Merger, UTC will be renamed Raytheon Technologies Corporation and certain corporate governance changes will take effect relating to the composition of the Raytheon Technologies board as well as its committees and leadership.

Composition of the Raytheon Technologies Board

Consistent with the disclosure in the Merger Proxy and the Merger Agreement, the Board of Directors of Raytheon Technologies is expected to have 15 members:

● The eight UTC Board nominees listed in Proposal 1 in this Proxy Statement (pages 10-15) — namely, the six independent directors plus Mr. Ortberg and Mr. Hayes, who will continue as the Chief Executive Officer of Raytheon Technologies; and

● Seven additional directors who, as of the date of this Proxy Statement, serve on Raytheon’s Board:

- Thomas A. Kennedy, current Chairman and Chief Executive Officer of Raytheon, will serve as Executive Chairman of the Board of Raytheon Technologies; and

- Six independent Raytheon directors:

- Tracy A. Atkinson, Executive Vice President and Acting Chief Administrative Officer, State Street Corporation

- George R. Oliver, Chairman and Chief Executive Officer, Johnson Controls International plc

- Dinesh C. Paliwal, President and Chief Executive Officer, Harman International Industries, Incorporated

- Ellen M. Pawlikowski, General, U.S. Air Force (Ret.) and former Commander, U.S. Air Force Materiel Command

- James A. Winnefeld, Jr., Admiral, U.S. Navy (Ret.) and former Vice Chairman of the Joint Chiefs of Staff

- Robert O. Work, Former Deputy Secretary of Defense

The seven Raytheon directors listed above will be appointed to the Board of Raytheon Technologies effective upon the closing of the Merger and will continue to serve on the Board until the 2021 Annual Meeting of Shareowners (subject to their earlier resignation, removal or death).

Committees of the Raytheon Technologies’ Board

The Board of Raytheon Technologies will have five standing committees following the Merger: Audit, Compensation, Finance, Governance and Public Policy, as well as a new Special Activities Committee. The leadership and composition of each committee will be determined by the Raytheon Technologies Board (consistent with the provisions of the Merger Agreement) and will be announced following the completion of the Merger.

As previously disclosed, the Lead Independent Director and the chairs of the Compensation, Governance and Public Policy, and Special Activities committees will be appointed from among the independent Raytheon continuing directors, while the chairs of the Audit and Finance committees will be appointed from among the independent UTC continuing directors.

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Corporate Responsibility

Corporate Sustainability

UTC has long recognized the value of sustainable practices, and since 1992 has implemented sustainability initiatives throughout our value chain. We believe our operations should not compromise the environmental or economic health of future generations. We also have seen first-hand how responsible management practices provide value to our operations, employees, customers, shareowners and the communities where we operate.

We believe that trends in urbanization and population growth will continue to increase demand for more sustainable products and behaviors. Each of UTC’s major businesses is critical to modern life and the continuing development of prosperous economies around the world. As a recognized leader in these sectors, UTC is well-positioned to reduce the impact of urbanization and population growth on the environment. We offer our customers the most cutting-edge, sustainable technologies, while continually working to reduce the environmental impact of our manufacturing facilities. Some of these technologies are highlighted on the inside front cover of this Proxy Statement and others include:

Aerospace
●Since entering into service in early 2016, Pratt & Whitney’s Geared Turbofan (“GTF”) engine has demonstrated its ability to reduce fuel burn by 16%, NOx emissions by 50% to the regulatory standard and the noise footprint by 75%.	50% reduction of NOx emissions
●Collins Aerospace’s next-generation nacelle system, featuring a 360-degree acoustically smooth inlet, helps reduce noise from aircraft powered by engines like Pratt & Whitney’s GTF engine.	Less noise pollution
●Collins Aerospace’s SmartProbe Air Data System reduces the number of sensors and pneumatic pressure lines on an aircraft, resulting in weight savings of up to 50% when compared to traditional systems, thereby reducing fuel burn.	Reduces fuel burn

Commercial Buildings
●Otis’ Gen2 elevator uses flexible polyurethane, steel-reinforced belts in place of steel cables and features ReGen drive technology — innovations that reduce energy consumption by 75% under normal operation compared to conventional systems without regenerative technology.	75% reduction in energy consumption
Food Transportation
●Carrier’s NaturaLINE unit combines a natural refrigerant CO2 with energy-efficient technology to reduce carbon emissions by 28%, when compared to previous Carrier equipment using conventional synthetic refrigerants.	28% reduction in carbon emissions

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement      23

CORPORATE RESPONSIBILITY

In 2019, we published a comprehensive Corporate Responsibility Report that highlights UTC’s progress in protecting the earth’s scarce resources. This report can be found at www.utc.com/en/Social-Impact/our-responsibility.

Since 1997 we have achieved:
29% reduction in our greenhouse gas (“GHG”) emissions		57% reduction in water consumption		all during a period when we nearly tripled our sales

Progress Toward Our 2020 Environmental Sustainability Goals

We set five-year environmental sustainability goals for which we track progress on an annual basis. Our current goals are for the period between 2016 and 2020. We target reductions in our environmental impact irrespective of business growth. As a result, we measure our progress towards these goals in absolute terms, rather than adjusting for the opening or closing of manufacturing facilities.⁽¹⁾

In 2019, we saw a mix of progress and challenges in our efforts to achieve our 2020 sustainability goals. By the end of 2019, we met our hazardous waste and waste recycled goals, and saw significant progress towards reaching our reduction in water and solvent emissions goals. However, the pace of UTC’s reductions in absolute CO2e emissions since the adjusted 2015 baseline year slowed in 2019 because of significant business growth at Collins Aerospace and Pratt & Whitney (primarily from the greater consumption of jet fuel associated with the increased production and related testing of the GTF engine). In the face of these headwinds, we continue to invest in energy efficiency improvements and best management practices consistent with our 2020 target for GHG emissions reductions.

FIVE-YEAR ENVIRONMENTAL SUSTAINABILITY GOALS⁽²⁾

(1)

Consistent with the Greenhouse Gas Protocol, UTC’s goals and targets are adjusted to reflect the impact of acquired companies at the time of acquisition and to remove divested companies from UTC’s measured performance. For example, goals and actual performance were recalibrated in 2013 to account for the Goodrich acquisition, in 2015 to reflect the sale of Sikorsky and in 2018 to account for the acquisition of Rockwell Collins. UTC’s goals and targets are not adjusted for the opening of new facilities due to organic growth or for the closing of facilities without a divestiture. Actual levels reflect data reported quarterly by UTC sites under common reporting and quality standards. Reported data are reviewed and consolidated by UTC’s Corporate Office. UTC submits annual site energy use and greenhouse gas emissions data for independent review based on International Standards Organization 14064 Part 3 criteria for the validation of greenhouse gas assertions.

(2)

The 2020 goals and progress toward these goals are compared to the following 2015 adjusted baselines: greenhouse gas emissions (2.2 million mtCO2e), hazardous waste generation (62.0 million pounds), chlorinated and brominated solvent air chemical emissions (150,294 pounds), water use (2.0 billion gallons), and total industrial waste recycled (81%).

24      United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

CORPORATE RESPONSIBILITY

Corporate Citizenship

UTC takes great pride in building a diverse work environment, supporting lifelong employee learning, and contributing to charitable and community causes. In the same way that we set the highest standards for our business operations, we apply the highest corporate responsibility standards and rigorous performance measurements to these efforts.

UTC’s Commitment to Diversity and Inclusion

We are committed to creating a diverse, inclusive workforce and nurturing an environment where employees can be themselves and share ideas openly. Our efforts focus on advancing gender parity, encouraging employee-led engagement and enhancing opportunities for professionals who want to return to work after voluntary time away.

ADVANCING GENDER PARITY

UTC is committed to the advancement of women in leadership positions. In 2017, we joined the Paradigm for Parity (“P4P”) coalition and put this commitment into action by adopting the P4P five-point roadmap. As a signatory to P4P, we are committed to achieving gender parity in leadership roles by 2030. To advance our efforts towards achieving this goal, we currently have several activities underway, including our Inclusive Leaders Curriculum training for managers and other employees. We also recognize that sponsorship is important to career advancement, so we provide a framework for high-performing women to have that support and visibility.

PARADIGM FOR PARITY ROADMAP

In 2019, we also took our commitment to gender parity outside the Company by launching a strategic partnership in the United States and India with the nonprofit organization Girls Who Code. Through this partnership, we hope to build one of the largest pipelines of future female leaders in the fields of engineering and technology.

OPPORTUNITIES TO RE-ENTER THE WORKFORCE

We understand that returning to work after a career break can be challenging. The UTC Re-Empower Program, launched in 2017, eases this transition by helping professionals bring their knowledge, experience and creativity back to the workforce after voluntary time off. This program offers on-the-job experience, career guidance and mentoring over a 16-week period.

EMPLOYEE ENGAGEMENT

We support and encourage our employees to join Employee Resource Groups (“ERGs”), which foster advocacy, professional education and mentoring, along with community outreach. We support nine global ERGs (African-American, Asian-American, Disability, Generational, Hispanic-American, LGBTQ Pride, Military Veterans, Professional and Women) with over 150 chapters and more than an estimated 6,000 members.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     25

CORPORATE RESPONSIBILITY

2019 Recognition for Diversity and Inclusion

Among America’s Best Employers for Women	Among Best Places to Work for LGBTQ Equality
UTC was ranked among Forbes’ best employers for women through its opinion survey of 60,000 Americans, including 40,000 women, working for companies with at least 1,000 employees.	UTC earned a 100% rating from the Human Rights Campaign Foundation’s Corporate Equality Index, along with the distinction of being one of the Best Places to Work for LGBTQ Equality.
Among Best Places to Work for Disability Inclusion	Listed on Diversity Best Practices Inclusion Index
UTC was recognized by the Disability Equality Index (“DEI”), a joint initiative between Disability:IN and the American Association of People with Disabilities, as a 2019 DEI Best Place to Work for Disability Inclusion.	UTC made its first appearance on the Working Mother Research Institute’s Diversity Best Practices Inclusion Index as a company with high-quality efforts in diversity & inclusion.
Among Best Places for Women to Work	Among Best Companies for Hispanic Inclusion
UTC was recognized again by Fairygodboss as a best workplace for women in 2019. This ranking was determined by averaging female employees’ survey responses to three questions about their overall job satisfaction, perceived gender equality at work and recommendations to other women about working at their employer.	For the seventh straight year, UTC was ranked among the top 50 best places to work for Latinas by Latina Style Magazine. Additionally, UTC has been rated as a 5 Star Company in two of four categories in the Hispanic Association on Corporate Responsibility’s 2019 Corporate Inclusion Index (which measures commitment to Hispanic inclusion).

“Innovation is our lifeblood. UTC’s future depends on our ability to attract, develop and retain the best talent. After all, companies don’t innovate — people do. That’s why we are committed to fostering a diverse, inclusive workforce. It’s the right thing to do and an imperative for a global growing business.”

Gregory J. Hayes, Chairman & Chief Executive Officer

26     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

CORPORATE RESPONSIBILITY

Our Employee Scholar Program

At UTC, we support a culture of lifelong learning in which our employees are encouraged to expand their knowledge and capabilities to maintain their competitive skills in an ever-changing world. We aspire to maintain a highly educated workforce capable of the innovation required of our technology-driven Company.

Our Employee Scholar Program has been in place for more than 20 years and has been consistently recognized as one of the most comprehensive company-sponsored employee education programs in the world.

41,100+	$1.3+ billion	6,000+	60+
degrees earned since 1996	invested since 1996	employees participated in 2019	countries with participating employees in 2019

UTC Gives Back to the Community

At UTC, we are committed to enhancing the quality of life everywhere we do business because we believe positive engagement builds vibrant communities. Through financial contributions and employee volunteerism, UTC and our employees support thousands of civic, cultural, economic and social welfare organizations around the globe that share in our mission of making the world a better place.

Since 2015, we have invested more than $180 million in the communities where we operate, an amount that includes more than $25 million in employee contributions and Company matching grants. UTC’s corporate responsibility commitments are bolstered by the impact that our employees have close to home and around the world. 2019 welcomed new signature partnerships with Girls Who Code and NAF (formerly known as the National Academy Foundation), enabling the Company to connect with students earlier in life while creating and strengthening access to STEM (science, technology, engineering and mathematics) education opportunities. Whether mentoring students in STEM subjects, teaching lessons in environmental stewardship or providing disaster relief, our employees contribute their expertise, creativity and passion to help build resilient communities around the world.

We are proud to support leading nonprofit organizations worldwide through grants and the work of UTC employees who donate their time and energy.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     27

Compensation of Directors

Pay Structure

Annual Retainer

Under the terms of the United Technologies Corporation Board of Directors Deferred Stock Unit Plan (“UTC Director DSU Plan”), annual retainers for non-employee directors for the April 2019 to April 2020 Board cycle are payable 40% in cash and 60% in deferred stock units (“DSUs”). A director also may elect to receive 100% of the retainer in DSUs.

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
Committee on Governance and Public Policy Chair	$10,000	$15,000	$25,000

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

Directors do not receive additional compensation for attending regularly scheduled Board or committee meetings, but they do receive an additional $5,000 cash payment for each special meeting attended in person. The Committee on Governance and Public Policy held one special in-person meeting in 2019.

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. Directors joining the Board between 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 leaves the Board. At that time, DSUs are converted into shares of UTC Common Stock, distributed either in a lump-sum or in 10- or 15-year installments in accordance with the director’s prior elections.

New Director Restricted Stock Unit (“RSU”) Award

Effective October 2019, newly appointed non-employee directors will not receive the one-time $100,000 RSU award that had previously been granted to directors upon election to the Board. For directors elected before October 2019, this award vests in equal portions over five years and is distributed in shares of UTC Common Stock upon separation from the Board.

Treatment of Dividends

When UTC pays a dividend on Common Stock, each director is credited with additional DSUs and RSUs equal in value to the dividend paid on the corresponding number of shares of UTC Common Stock.

Impact of the Spinoffs on Directors’ Compensation

The Spinoffs will require the following changes:

Directors Transferring to Carrier and Otis. UTC directors who transfer to the new Carrier or Otis boards will have their account balances (which include both DSU and RSU awards) transferred from the UTC Director DSU Plan to a substantially similar Carrier or Otis plan.

28     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION OF DIRECTORS

Vested DSUs and Deferred RSUs. Upon the Spinoffs, vested DSUs and RSUs held by non-employee directors will be adjusted and converted into vested DSUs and RSUs in all three post-Spinoff companies — UTC, Carrier and Otis, regardless of which board the director serves on following the Spinoffs.

Unvested Deferred RSUs. As previously noted, directors appointed before October 2019 received a one-time deferred RSU award, which vests over five years. Any portion of this RSU award that did not vest prior to the Spinoffs will be adjusted and converted into unvested deferred RSUs of the company on whose board the director serves following the Spinoffs.

Plan Distributions. Upon separation from service, DSUs and RSUs in the company where the director served following the Spinoffs will be distributed in shares of that company, while DSUs and RSUs in the other two companies will be distributed in cash. Each company (UTC, Carrier and Otis) will have responsibility for both share and cash distributions for their respective directors.

2019 Director Compensation

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Lloyd J. Austin III	$141,000	$204,000	$6,183	$351,183
Diane M. Bryant	—	$340,000	$1,003	$341,003
John V. Faraci	—	$335,000	$104,142(3)	$439,142
Jean-Pierre Garnier	$5,000	$335,000	$6,183(3)	$346,183
Christopher J. Kearney	—	$340,000	$56,183(3)	$396,183
Ellen J. Kullman	—	$390,000	$26,183	$416,183
Marshall O. Larsen	$129,000	$186,000	$1,183	$316,183
Harold W. McGraw III	$129,000	$186,000	$1,183	$316,183
Margaret L. O’Sullivan	$141,000	$204,000	$1,003	$346,003
Denise L. Ramos	—	$340,000	$1,183	$341,183
Fredric G. Reynolds	$140,000	$210,000	$1,183	$351,183
Brian C. Rogers	$5,000	$335,000	$36,183	$376,183
Christine T. Whitman(4)	—	—	$26,003	$26,003

(1)	Stock Awards consist of the grant date fair value of DSU and RSU 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 and RSU awards has been calculated in accordance with the Compensation — Stock Compensation Topic of the FASB ASC using assumptions described in Note 12: Employee Benefit Plans, to the Consolidated Financial Statements in Exhibit 13 to UTC’s 2019 Annual Report on Form 10-K. The number of units credited to each director in 2019 was calculated by dividing the value of the award by $142.12, the NYSE closing price per share of UTC Common Stock on April 29, 2019, which was the date of the 2019 Annual Meeting. Since DSU awards vest on the grant date, but are not distributed until the director leaves the Board, the only unvested units as of December 31, 2019 are the following unvested portions of the new director RSU awards: L. Austin III, 375 units; D. Bryant, 361 units; C. Kearney, 670 units; M. O’Sullivan, 500 units; D. Ramos, 670 units; F. Reynolds, 209 units; and B. Rogers, 209 units. The aggregate number of shares underlying awards outstanding for each director can be found in the table on page 30.
(2)	Amounts in this column include incidental benefits and matching contributions to eligible nonprofit organizations under the Company’s matching gift program that covers non-employee directors as well as Company employees. The Company’s matching gifts in 2019 were as follows: L. Austin, $5,000; J. Faraci, $25,000; E. Kullman, $25,000; B. Rogers, $25,000; and C. Whitman, $25,000.
(3)	Mr. Faraci, who will become the Executive Chairman of the board of Carrier Global Corporation, and Mr. Kearney, who will assume the same role at Otis Worldwide Corporation, and Dr. Garnier, who will join the Carrier board as an independent director, received $77,500, $55,000 and $5,000, respectively, in compensation for pre-Spinoff governance activities at these companies. These amounts were calculated consistent with UTC’s policy of compensating non-employee directors for in person attendance at special meetings.
(4)	Governor Whitman retired from the Board on April 29, 2019.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     29

Share Ownership

Share Ownership Requirements

Our rigorous share ownership requirements detailed below promote and strengthen the alignment of our non-employee directors and management with the interests of our shareowners.

6X	5X	4X	3X
base salary for the Chairman & CEO	annual base cash retainer for independent directors	base salary for the CFO, business unit CEOs and business unit presidents	base salary for other ELG members

Non-employee directors must achieve their required ownership level within five years of joining the Board and ELG members (including the NEOs) must achieve theirs within five years of appointment to the ELG. If ownership requirements are not met after this five-year period, the individual is not permitted to sell UTC shares until achieving the required level. All directors and ELG members currently comply with their respective ownership requirements or are on track to meet them within the five-year period.

Beneficial Share Ownership of Directors and Executive Officers

The following table shows information as of February 14, 2020, regarding the beneficial ownership of UTC Common Stock by: (i) each director and nominee; (ii) each NEO; (iii) and the directors and executive officers as a group. None of these individuals or the group as a whole beneficially owned more than 1% of UTC Common Stock as of that date. Unless otherwise noted, each person named in the table has sole voting power and sole investment power.

Directors and Executive Officers	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)
L. Austin III	—	633	6,676	7,309
D. Bryant	—	604	9,800	10,404
J. Faraci	—	2,404	54,559	56,963
J. Garnier	—	—	90,875	108,985
D. Gitlin	53,548	—	—	78,224(5)
G. Hayes	190,943	—	—	406,124(6)
A. Johri	100,396	—	—	140,530
C. Kearney	—	186	3,844	5,772
E. Kullman	—	1,561	23,320	24,887(6)
M. Larsen	—	1,498	18,731	25,661(5)
J. Marks	—	—	—	589
R. McDonough	12,743	—	—	29,467
H. McGraw III	—	3,211	54,685	61,501
N. Mitchill	11,988	—	—	21,067
R. Ortberg	—	—	—	83,812
M. O’Sullivan	—	375	4,615	4,990
D. Ramos	—	181	3,844	4,025
F. Reynolds	—	938	8,083	31,246
B. Rogers	—	938	12,460	18,398(5)
Directors & Executive Officers as a group (25 in total)(7)(8)(9)				1,547,838

30     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

SHARE OWNERSHIP

(1)	The SARs in the table reflect the net number of shares of UTC Common Stock that would be issued to the executive officers if their vested SARs were exercised within 60 days of December 31, 2019. Once vested, each SAR can be exercised for the number of shares of UTC Common Stock having a value equal to the increase in value of a share of UTC Common Stock from the date the SAR was granted through the exercise date. The net number of shares of UTC Common Stock was calculated using $149.76 per share, which was the NYSE closing price on the last trading day in 2019.
(2)	The non-employee director RSUs vest in equal portions over five years and are distributed in shares of UTC Common Stock when the director leaves the Board. The table reflects the vested portion of the RSUs, which are the number of shares in which the director and nominee has the right to acquire beneficial ownership at any time within 60 days of December 31, 2019, following the director’s separation from the Board.
(3)	The non-employee director DSUs are converted into UTC Common Stock upon termination of service. The table reflects the number of shares in which the director and nominee has the right to acquire beneficial ownership at any time within 60 days of December 31, 2019, following the director’s separation from the Board.
(4)	Includes stock units credited to the executive officer under the UTC Savings Restoration Plan (“SRP”) that are converted into shares of UTC Common Stock following retirement or separation of employment. As of December 31, 2019, the NEOs held the following units in the SRP: D. Gitlin (2,993 units); G. Hayes (9,479 units); A. Johri (2,012 units); J. Marks (496 units); N. Mitchill, Jr. (794 units) and R. Ortberg (426 units) whose units are in the Rockwell Collins Non-Qualified Savings Plan which was frozen effective January 1, 2020. The executive officers as a group held 35,965 units in these restoration plans.
(5)	Includes shares for which voting and investment power is jointly held by the director or NEO: D. Gitlin (12,893 shares); M. Larsen (5,432 shares); and B. Rogers (5,000 shares).
(6)	Includes shares for which a spouse holds sole voting and investment power: G. Hayes (2,205 shares) and E. Kullman (6 shares).
(7)	Reflects as of February 14, 2020, the holdings of the directors and executive officers listed in the Company’s 2019 Annual Report on Form 10-K.
(8)	Includes 7,301 shares for which the spouse of an executive officer who is not an NEO shares voting and investment power.
(9)	Includes 1,546 shares for which the spouse of an executive officer who is not an NEO holds sole voting and investment power.

Certain Beneficial Owners

The following table shows all holders known to UTC to be beneficial owners of more than 5% of the outstanding shares of UTC Common Stock as of December 31, 2019.

Name and Address	Shares	Percent of Class
State Street Corporation(1) State Street Financial Center One Lincoln Street Boston, MA 02111	90,405,435	10.47%
The Vanguard Group(2) 100 Vanguard Boulevard Malvern, PA 19355	70,309,850	8.14%
BlackRock, Inc.(3) 55 East 52nd Street New York, NY 10055	57,639,496	6.7%

(1)	State Street Corporation reported in an SEC filing that, as of December 31, 2019, it held sole voting power with respect to zero shares of UTC Common Stock, shared voting power with respect to 81,790,103 shares of UTC Common Stock, sole dispositive power with respect to zero shares of UTC Common Stock, and shared dispositive power with respect to 90,395,535 shares of UTC Common Stock. State Street Corporation also reported that its wholly owned subsidiary, State Street Bank and Trust Company, is the trustee for the UTC Common Stock in the UTC Employee Savings Plan Master Trust, which beneficially owns 5.89% of UTC Common Stock, and that in this capacity State Street Bank and Trust Company has dispositive power and voting power over the shares in certain circumstances.
(2)	The Vanguard Group reported in an SEC filing that, as of December 31, 2019, it held sole voting power with respect to 1,173,286 shares of UTC Common Stock, shared voting power with respect to 210,851 shares of UTC Common Stock, sole dispositive power with respect to 68,965,760 shares of UTC Common Stock, and shared dispositive power with respect to 1,344,090 shares of UTC Common Stock.
(3)	BlackRock, Inc., reported in an SEC filing that, as of December 31, 2019, it held sole power to vote or to direct the vote of 51,540,316 shares of UTC Common Stock and sole power to dispose or direct the disposition of 57,639,496 shares of UTC Common Stock.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     31

Proposal 2: Advisory Vote to Approve Executive Compensation

Each year we ask shareowners to approve, on an advisory basis, the compensation of UTC’s Named Executive Officers (“NEOs”). Before voting, we encourage you to read and consider the Compensation Discussion and Analysis on pages 33-63, along with the compensation tables on pages 65-75.

How is Shareowner Feedback Considered?

UTC values and considers shareowner opinions when making executive compensation decisions. Over the years, shareowner input has substantially contributed to our executive compensation program’s Guiding Principles, which can be found on page 34 of this Proxy Statement. We actively engage in annual discussions with investors on executive compensation matters. The Compensation Committee uses this feedback in its annual evaluation and management of our program. Shareowner feedback also is reflected in our ongoing effort to enhance the clarity and transparency of the compensation disclosures in this Proxy Statement.

Why Should I Vote For this Proposal?

Our executive compensation program is structured to advance our fundamental objective: aligning our executives’ compensation with the long-term interests of UTC shareowners. Our program is designed to reward financial performance and effective strategic leadership, key elements in building sustainable shareowner value. The performance metrics used in our incentive plans align with shareowner interests by correlating the timing and amount of actual payouts to our short-, medium- and long-term performance. Compensation opportunities are structured to reward the appropriate balance of financial, strategic and operational business results, and to require ethical and responsible conduct in pursuit of these goals. The Board and its Compensation Committee believe that UTC’s executive compensation program has effectively aligned pay with performance, while facilitating the retention of highly talented executives who are critical to our long-term success.

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

“RESOLVED, that the compensation of UTC’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 UTC or the Board, or as imposing any duty or obligation on UTC, the Board or any individual director.

The Board of Directors recommends a vote
FOR this proposal.

32     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

Compensation Discussion and Analysis

Executive Summary	33
How We Make Pay Decisions and Assess Our Programs	38
2019 Principal Elements of Compensation	41
2019 CEO Pay Overview	47
How We Assess CEO Pay-for-Performance	50
Pay Decisions for the Other NEOs	52
Other Compensation Elements	58
Other Executive Compensation Policies and Practices	62

2019 NAMED EXECUTIVE OFFICERS
GREGORY J. HAYES	JUDITH F. MARKS
Chairman & CEO	President & CEO, Otis
NEIL G. MITCHILL, JR.	AKHIL JOHRI
Acting Senior Vice President & Chief Financial Officer	Special Advisor to the Chairman & CEO
ROBERT K. ORTBERG	ROBERT J. MCDONOUGH
CEO, Collins Aerospace Systems	Special Advisor to the President & CEO of Carrier
DAVID L. GITLIN
President & CEO, Carrier

In this section, we discuss our compensation philosophy and explain how our executive compensation program is structured to advance our fundamental objective of aligning our executives’ compensation with the long-term interests of UTC shareowners. We also explain how the Compensation Committee of the Board (the “Committee”) determines compensation for the members of our Executive Leadership Group (“ELG”), which is comprised of approximately 30 of our most senior executives and includes each of the NEOs listed above. This discussion also explains the Committee’s rationale for specific 2019 pay decisions.

Executive Summary

Investor Engagement

SHAREOWNER OUTREACH EFFORTS

We actively seek and highly value feedback from shareowners and their advisors. The Committee annually considers this feedback along with factors such as external market data and management and consultant recommendations in its ongoing assessment of the effectiveness of our program.

RESPONSE TO OUR 2019 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 2019, 96% of the votes cast (excluding abstentions and broker non-votes) voted in favor of the Committee’s 2018 executive compensation decisions. We interpreted this result as an endorsement of our compensation program’s design and direction.

2019 SHAREOWNER FEEDBACK

This past year, shareowners also expressed support for our recent executive compensation program changes related to the portfolio transformation currently underway at UTC. These changes are discussed in detail in the Proxy Summary on page 4. Additional information on our shareowner engagement can be found on page 16.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     33

COMPENSATION DISCUSSION AND ANALYSIS

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:

UTC’S GUIDING PRINCIPLES FOR EXECUTIVE COMPENSATION

Competitiveness	Long-Term Focus	Balance
Total compensation should be sufficiently competitive to attract, retain and motivate a leadership team capable of maximizing UTC’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-Performance	Responsibility	Shareowner Alignment
A substantial portion of compensation should be variable, contingent and directly linked to Company, business unit and individual performance.	A complete commitment to ethical and corporate responsibility is a fundamental principle incorporated into all aspects of our compensation program. Compensation should take into account each executive’s responsibility to act at all times in accordance with our Code of Ethics 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.

2019 Principal Components of Compensation

The following table summarizes the principal components of our 2019 executive compensation program. The Committee structures these elements to promote and reward financial performance through a variety of performance metrics and time horizons. For additional details on each of these components refer to pages 41-47.

Pay Component	Time Horizon	Performance Measures	Purpose
Base Salary	1 year	Individual achievement	Attract and retain talent
Annual Bonus	1 year	Earnings	Drive near-term performance goals
		Free cash flow
		Individual achievement
Performance Share Units	3 years	Adjusted earnings per share	Drive medium-term performance goals
		Return on invested capital
		Total shareowner return vs. the S&P 500 companies
		Share price appreciation
Stock Appreciation Rights	10 years	Share price appreciation	Drive long-term share price appreciation

34     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2019 Performance

2019 was a truly extraordinary year for United Technologies Corporation. We delivered record sales and exceeded our earnings and cash flow expectations communicated to investors for the year, all while we continued to invest in the future of our business by spending $5.3 billion in company- and customer-funded research and development. Through strong stock price growth and continuing our 83-year tradition of paying a dividend to our shareowners, we generated 43.8% TSR, outpacing the Dow Jones Industrial Average and the S&P 500 Index.

Each of our business units also saw milestone achievements during the year, including:

● Collins Aerospace: The integration of Rockwell Collins is proving to be a success — with the acquisition accounting for approximately 66 cents of EPS accretion during 2019. In addition, Collins Aerospace was notified that the U.S. Air Force planned to award it a sole-source contract to deliver ACES 5 ejection seats for use in a number of military aircraft, as part of the Air Force’s Next-Generation Ejection Seat program.

● Pratt & Whitney: Orders of Pratt & Whitney’s Geared Turbofan engine continue to be strong with more than 10,000 firm and option orders at year-end from more than 80 customers. The company also was awarded the largest F135 engine production contract in the program’s history, valued at $5.7 billion.

● Carrier: For the fifth straight year, Carrier launched more than 100 new products. Carrier also saw continued global expansion of its products and services during the year. Burger King selected Carrier’s Green & Cool CO2Y natural refrigerant system as the preferred condensing units for its restaurants in Spain. The company also entered into a strategic cooperation agreement with Tim Hortons to provide HVAC solutions and services for its restaurants in China.

● Otis: Otis completed the eight-year modernization project of New York City’s Empire State Building, one of the largest and most complex projects in its history. Otis also completed the installation of its first inclined elevator in China at the iconic Shanghai Oriental Pearl Tower.

These achievements are even more impressive considering the historic portfolio transformation currently underway at UTC.

The Spinoffs of Carrier and Otis are on track to be completed in the first half of 2020. The Spinoffs will create two new independent companies that are positioned to be leaders in their industries. Both companies will have the resources, capital and strategic flexibility to focus on the unique needs of their customers.

Further, in June we announced that following the Spinoffs, UTC will merge with Raytheon to create Raytheon Technologies. This Merger is a historic opportunity to bring together two companies, each with its own rich tradition of innovation, performance and operational excellence. The new, combined company will be balanced across global commercial and defense markets, with advanced technology capabilities for air, sea, land and space. This Merger is expected to create significant long-term value for our shareowners and our customers.

“Across all of UTC, we remain focused on our key priorities, which remain unchanged. First and foremost, it’s executing on customer commitments, continuing to innovate, continuing to take cost out and to be disciplined in capital allocation. I remain very excited about the future for Carrier and Otis as standalone, public companies and for the future of UTC as we merge with Raytheon to become Raytheon Technologies.”

Gregory J. Hayes, Chairman & Chief Executive Officer

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     35

COMPENSATION DISCUSSION AND ANALYSIS

FINANCIAL HIGHLIGHTS

In 2019, we achieved record sales of $77 billion, an increase of 16% over 2018. Importantly, this included organic growth of 5% (non-GAAP), with all four of our business units contributing. We reported diluted EPS of $6.41 (GAAP) and adjusted EPS of $8.26 (non-GAAP). Net income growth was 5% (GAAP) and 16% (non-GAAP). Cash flow from operating activities was $8.9 billion (GAAP) and capital expenditures were $2.3 billion, resulting in free cash flow of $6.6 billion (non-GAAP). In a year of unprecedented change, our 2019 performance is a testament to our focus.

16^%
sales growth 5^%
organic sales growth 5^%
net income growth

GAAP FINANCIAL MEASURES*	NON-GAAP FINANCIAL MEASURES*
SALES (in billions)	ADJUSTED SALES (in billions)
DILUTED EPS ($ per share)	ADJUSTED DILUTED EPS ($ per share)
CASH FLOW FROM OPERATING ACTIVITIES (in billions)	FREE CASH FLOW (in billions)
NET INCOME (in billions)	ADJUSTED NET INCOME (in billions)

* See Appendix A on pages 95-96 for a reconciliation of these GAAP to non-GAAP financial measures.

36     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

SHAREOWNER VALUE CREATION

DIVIDENDS PAID (PER COMMON SHARE)

43.8%	83rd	$2.6	3.7%
TSR	year	billion	increase
in 2019	in a row we paid dividends to shareowners	paid in 2019 to investors through dividends and share buybacks	in dividends per share paid to shareowners during 2019

Over the last five years, we have spent $20.8 billion in company- and customer-funded research and development.

We believe that our recent investments in innovative products, transformative strategic transactions and our ongoing drive to deliver on customer commitments has built a solid foundation for future earnings growth and the creation of shareowner value.

The chart below illustrates UTC’s annualized TSR compared to our Compensation Peer Group (“CPG”) and other major market indices over varying time periods.

TOTAL SHAREOWNER RETURN (AS OF DECEMBER 31, 2019)*

* TSR values are provided by S&P Capital IQ and are calculated on an annualized basis as of December 31, 2019. The CPG composite returns are determined by calculating the TSR for each peer company, then a weighted average is applied based on each company’s market capitalization at the beginning of the measurement period.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     37

COMPENSATION DISCUSSION AND ANALYSIS

How 2019 Performance Affected Incentive Payouts

As previously discussed on page 3, the Committee utilizes five key financial metrics that it believes are essential to the long-term financial health of our Company. The chart below shows UTC’s performance against these pre-established financial goals set for our 2019 annual bonus and our 2017–2019 PSU awards.

Incentive Plans(1)	Threshold	Target	Maximum	Actual	Payout Factor
2019 Annual Bonus(2)
UTC Earnings (net income)	$6.1 billion	$6.8 billion	$7.5 billion	$7.1 billion	143%
UTC Free Cash Flow	$4.9 billion	$6.5 billion	$8.1 billion	$7.4 billion	154%
UTC Financial Performance Factor					147%
2017-2019 Performance Share Units(3)
EPS Growth	2.2%	6.5%	13.0%	7.7%	119%
Return on Invested Capital	8.5%	9.9%	11.3%	9.9%	100%
UTC’s TSR rank vs. S&P 500 companies(4)	25th %ile	50th %ile	75th %ile	56.2nd %ile	125%
Payout Factor					114%

(1)	Performance goals and results are based on non-GAAP financial measures. See Appendix B on page 97 for a definition of these metrics.
(2)	Reflects annual bonus goals and results for the UTC financial performance factor. Business unit goals and results differ. See pages 42-43 for details.
(3)	Performance targets were adjusted for the 2017-2019 PSUs to neutralize the effect of the Tax Cuts and Jobs Act and to adjust out the benefit of the Rockwell Collins acquisition.
(4)	TSR is calculated using a 60-day average stock price at the beginning and end of the performance period for UTC and the companies within the S&P 500 Index at the beginning of the performance period.

How We Make Pay Decisions and Assess Our Programs

ROLE AND RESPONSIBILITIES

Compensation Committee	CEO
Oversees our programs	Provides selective input to the Committee
●Sets financial, strategic and operational goals and objectives for the Company, the business units and the CEO as they relate to the 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 pay adjustments based on its assessment of CEO performance. ●Reviews the CEO’s recommendations for pay changes for ELG members and executive officers, and makes adjustments as appropriate. ●Evaluates the competitiveness of the compensation packages for ELG members and executive officers.  ●Approves all executive compensation program design changes, including severance, change-in-control and supplemental benefit arrangements. ●Reviews risk assessments of UTC’s compensation plans, policies and practices. ●Considers shareowner input regarding executive compensation decisions and policies. ●All decisions are subject to review by the other independent directors.	●Considers the performance of each ELG member/executive officer, his or her business unit and/or function, market benchmarks, internal equity and retention risk when determining pay recommendations. ●Presents the Committee with recommendations for each principal element of compensation for ELG members (including the other NEOs) and executive officers. ●Does not have any role in the Committee’s determination of his own compensation.

38     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Management and the Independent Consultant	Shareowners
Provide insight and assistance	Provide feedback on our programs
The Executive Vice President & Chief Human Resources Officer, along with UTC’s Human Resources staff and the independent compensation consultant, provide insight on program design and compensation market data to assist the Committee with its decisions. Management also has been delegated oversight responsibility of executive compensation plan administration.	In assessing our program each year, the Committee reviews the feedback received from shareowners. This feedback, along with other factors, helps the Committee in its decisions and its ongoing assessment of the effectiveness of our program.

Independent Compensation Consultant

The Compensation Committee retained Pearl Meyer & Partners (“Pearl Meyer”) to serve as its executive compensation consultant for 2019. Although Pearl Meyer may make recommendations on the form and amount of compensation, the Committee makes all decisions regarding the compensation of our NEOs and other ELG members.

During 2019, Pearl Meyer advised the Committee on a variety of subjects, including compensation plan design and trends, pay-for-performance analytics, benchmarking data and related matters. Pearl Meyer reports directly to the Committee, participates in meetings as requested and communicates with the Committee Chair between meetings as necessary. A Pearl Meyer representative attended each of the five Committee meetings in 2019.

Prior to engaging Pearl Meyer, the Committee reviewed the firm’s qualifications, independence and any potential conflicts of interest. Pearl Meyer does not perform other services for or receive other fees from UTC (except for an incidental amount of $13,200 in 2019 for participation in certain business surveys). The Committee therefore determined that Pearl Meyer qualified as an independent consultant. The Committee has the sole authority to modify or approve Pearl Meyer’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 Committee also uses market data from other compensation consulting firms for benchmarking and other purposes. However, this benchmark data is generally broadly available to these firms’ other consulting clients. No other consulting firm made recommendations to the Committee or management on UTC’s peer group composition or on the form, amount or design of executive compensation in 2019.

Our Compensation Peer Group

How We Use Peer Group Data. We compare our executive compensation program to those at the 24 companies that make up our CPG. Data from a broader range of companies, including the Fortune 100, are used for insight into general compensation trends and to supplement CPG data when necessary and appropriate. To maintain a sufficiently competitive executive compensation program, the Committee believes the target value of each principal element of compensation should approximate the market median of the companies UTC views as competitors for executive talent. The Committee annually evaluates each compensation element relative to the market for each ELG member’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, business unit/function and 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 both industry and non-industry peers that the Committee views as competitors for senior executive talent. Like UTC, 11 of these 24 companies are Dow Jones Industrial Average components. In 2019, there were no adjustments to the CPG, except that following their separation, both Dow and DuPont returned to our CPG (both companies were in the CPG prior to their merger). The Committee believes the companies in the CPG provide a relevant comparison based on their similarity to UTC 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 diversified product portfolios. The CPG is constructed to serve the specific purpose of benchmarking executive compensation. For this reason, we do not use the relative financial performance of the CPG as a performance metric in our incentive compensation programs.

We target compensation to
approximate the market median.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     39

COMPENSATION DISCUSSION AND ANALYSIS

OUR COMPENSATION PEER GROUP

Companies in Blue represent Dow Jones Industrial Average components.

Aerospace & Defense	Equipment & Machinery	Technology/ Communications	Consumer Packaged Goods	Oil & Gas
Boeing General Dynamics Lockheed Martin Northrop Grumman Raytheon	3M Caterpillar Deere Eaton Emerson Electric Johnson Controls	AT&T Cisco IBM Verizon	Johnson & Johnson Procter & Gamble	Chevron
Chemicals	Diversified Industrials	Automotive	Pharmaceuticals
Dow DuPont	General Electric Honeywell	General Motors	Pfizer

PEER GROUP DATA*

	Net Sales (in billions)	Market Capitalization (in billions)	Employees
25th percentile	$35.3	$51.9	88,000
50th percentile	$51.9	$99.5	101,000
75th percentile	$80.6	$206.8	135,000
UTC	$77.0	$129.4	243,200
UTC Rank (%ile)	69th	65th	93rd

* 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 18, 2020. 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, 2019.

Timeline for Compensation Decisions

The Committee followed the process shown below in making 2019 annual pay decisions for each principal component of compensation included in total direct compensation. Total direct compensation for each of our NEOs is shown on page 2.

February 2019	April 2019	December 2019	January 31, 2020	February 4, 2020	1st Quarter of 2020
2019 base salary merit adjustments were approved. Performance goals for the 2019 annual bonuses were approved.	2019 base salary adjustments took effect.	Review of preliminary 2019 Company and business unit performance.	Review of final 2019 Company, business unit and individual performance. Financial performance factors and individual payout levels for 2019 annual bonuses were approved. 2020 LTI award values were approved.	2020 LTI awards granted.	2019 annual bonuses paid.

40     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2019 Principal Elements of Compensation

Base Salary

To attract and retain talented and qualified executives, we provide competitive base salaries, which we target at the market median. Each year the Committee reviews the CEO’s recommendations for base salary merit adjustments for ELG members and other 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 involvement in the Committee’s determination of his own base salary. 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.

Annual Bonus

OUR OBJECTIVES

The Committee believes its methodology for determining annual bonus awards accomplishes the following objectives:

● Sets financial performance goals that are consistent with the Committee’s assessment of opportunities and risks for the upcoming year, as communicated to investors.

● Establishes challenging but achievable performance goals for our executives.

● Provides incentive opportunities that are market competitive.

● Allows the Committee to make discretionary adjustments if it determines that measured performance does not fully align with its assessment of overall performance.

ANNUAL BONUS TARGETS

The Committee approves annual bonus target levels based on relevant market data for each ELG member’s role. Target levels are expressed as a percentage of base salary and generally approximate the market median. The 2019 annual bonus targets for each NEO are shown below:

NEO	Annual Bonus Target
Gregory J. Hayes	175%
Neil G. Mitchill, Jr.	70%
Robert K. Ortberg	125%
David L. Gitlin	125%
Judith F. Marks	125%
Akhil Johri	110%
Robert J. McDonough	100%

HOW THE SPINOFFS AND MERGER IMPACTED OUR ANNUAL BONUS DESIGN FOR 2019 AND 2020

Every year the Committee establishes annual performance goals at threshold, target and maximum levels for two financial metrics: earnings and free cash flow (“FCF”). Performance relative to these pre-established goals determines the financial performance factors for UTC and each business unit.

In anticipation of the pending Spinoffs of Carrier and Otis, the Committee approved a modified 2019 annual bonus design with metrics for our business unit executives based solely on business unit performance. This differs from our previous formula where 60% was based on business unit performance and 40% was based on UTC’s overall performance. The Committee made this change to emphasize the need for Carrier and Otis to focus exclusively on their businesses’ performance during the period leading up to the Spinoffs. This approach also focuses our aerospace businesses on their operational commitments without the distractions of complex corporate transactions.

In October 2019, the Committee decided to retain this 2019 design for our 2020 annual bonus program. This design enables our commercial and aerospace business units to maintain their business-specific 2020 performance goals after the Spinoffs and Merger. However, the Committee expects this to be a short-term modification to accommodate the transformation of our business portfolio, and does not reflect a permanent structural change to our compensation program or philosophy. Following the Spinoffs and Merger, the compensation committees of Carrier, Otis and Raytheon Technologies will each evaluate the design of their executive compensation programs to assure alignment with their respective compensation philosophies.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     41

COMPENSATION DISCUSSION AND ANALYSIS

2019 FUNDING FORMULA

The charts below show the weighting of each financial metric for the 2019 annual bonus program. UTC’s financial performance factor determines the annual bonus pool for Corporate Office executives, while each business unit’s financial performance factor determines the bonus pool for its business unit executives.

UTC FINANCIAL PERFORMANCE FACTOR	BUSINESS UNIT FINANCIAL PERFORMANCE FACTORS

BACKGROUND ON FINANCIAL PERFORMANCE METRICS AND GOALS

	UTC Earnings	UTC FCF	Business Unit Earnings	Business Unit FCF
How are performance metrics defined for annual bonus purposes?	UTC’s net income, adjusted for restructuring, non-recurring and other significant, non-operational items.*	UTC FCF, adjusted for certain restructuring, non-recurring and other significant, non-operational items.*	Business unit earnings before interest and taxes (“EBIT”) at constant currency, adjusted for certain restructuring, non-recurring and other significant, non-operational items, and the impact of acquisitions and divestitures.*	Business unit FCF, adjusted for certain restructuring, non-recurring and other significant, non-operational items.*
Why did the Committee select these metrics?	The Committee believes that adjusted net income is an appropriate UTC-wide earnings goal 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 UTC’s overall performance.	The Committee believes that FCF performance is a relevant measure of our ability to generate cash to fund our operations and key business investments.	The Committee believes operating earnings growth, exclusive of tax, interest and foreign exchange exposure, should be the focus of business unit performance.	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.
Why does the Company use non-GAAP financial performance goals for annual bonus purposes?	The Committee believes annual bonuses should not be positively or negatively impacted by short-term decisions made in the best interest of UTC’s long-term business strategies. Using non-GAAP performance measures encourages decision-making that considers long-term value creation that does not conflict with short-term incentive metrics. Adjustments for restructuring; non-recurring and other significant, non-operational items; and acquisitions and divestures provide a more relevant assessment of business performance and aligns compensation opportunities with the non-GAAP financial expectations we communicate to investors.
How did the Committee set performance goals?	An adjusted net income goal was set to correspond to the expected adjusted EPS range communicated to investors for the year.	The UTC FCF goal was set to align with the performance expectations communicated to investors for the year.	Adjusted EBIT goals were set to contribute to the overall adjusted UTC net income goal, and reflect each business unit’s anticipated opportunities and challenges for the year.	FCF goals were set to contribute to the overall UTC goal and to align with each business unit’s strategic business plan for the year.
What goals did the Committee set for 2019?	A $6.8 billion adjusted net income goal was set to correspond to an adjusted EPS of $7.90, which fell within the EPS range communicated to investors at the beginning of the year.	$6.5 billion FCF goal	Adjusted EBIT goals ranged from $1.8 billion to $4.2 billion for our business units.	FCF goals ranged from $1.2 billion to $3.3 billion for our business units.

* See Appendix B on page 97 for a detailed definition on how we calculate earnings and FCF for the purposes of determining the UTC and business unit financial performance factors.

42     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

PAYOUT FACTORS

Payout factors begin at 50% of target (for threshold-level performance) and are capped at 200% of target (for maximum-level performance). There are no payouts for below threshold-level performance.

UTC 2019 Earnings Goal*	Threshold	Target	Maximum
Adjusted Net Income	$6.1 billion	$6.8 billion	$7.5 billion
Payout Factor (as a % of target)	50%	100%	200%
UTC 2019 Free Cash Flow Goal*	Threshold	Target	Maximum
Free Cash Flow	$4.9 billion	$6.5 billion	$8.1 billion
Payout Factor (as a % of target)	50%	100%	200%

* Reflects the goals set for the UTC financial performance factor. Earnings and FCF goals for our business units vary.

HOW 2019 FINANCIAL PERFORMANCE RESULTS LED TO THE FINANCIAL PERFORMANCE FACTORS

	UTC Earnings	UTC FCF	Business Unit Earnings	Business Units FCF
What 2019 financial results were used to determine the financial performance factors?	UTC’s adjusted 2019 net income was $7.1 billion.	UTC’s free cash flow was $6.6 billion, which was adjusted to $7.4 billion for annual bonus purposes to exclude certain restructuring, non-recurring and other significant, non-operational items (including charges related to the Spinoffs).	Adjusted business unit EBIT ranged from $1.8 billion to $4.5 billion.	Free cash flow results for our business units ranged from $1.4 billion to $3.4 billion.
What were the payout factors for each metric?	143% of target	154% of target	Ranged from 69% to 166% of target.	Ranged from 70% to 134% of target.
What were the calculated financial performance factors?	The weighted earnings and free cash flow payout factors resulted in a blended UTC financial performance factor of 147% of target.		The weighted earnings and free cash flow payout factors resulted in blended financial performance factors for our business units ranging from 69% to 144% of target.
Did the Committee make any adjustments to the calculated financial performance factors?	The Committee did not make any discretionary adjustments to the calculated UTC financial performance factor.		The Committee did not make any discretionary adjustments to the calculated financial performance factors for our business units.

POOL DETERMINATION

Annual bonus funding pools are calculated by first multiplying each executive’s annual bonus target value (base salary x target bonus percentage) by the applicable performance factor approved by the Committee (UTC or a specific business unit). These amounts are then aggregated to determine award pools for the Corporate Office and each business unit, and are subsequently allocated among eligible executives based on individual performance.

INDIVIDUAL PERFORMANCE

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 adjustment to increase or decrease the annual bonus calculated relative to the executive’s applicable financial performance factor. The Committee considers these recommendations and makes any adjustments it deems appropriate. Mr. Hayes has no role in the Committee’s determination of his own annual bonus.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     43

COMPENSATION DISCUSSION AND ANALYSIS

COMMITTEE’S USE OF DISCRETION IN ANNUAL BONUS AWARDS

The annual bonus program is designed to closely align individual payouts with performance relative to pre-established goals. However, the Committee retains the authority to make upward or downward adjustments if it determines that Company, business unit and/or individual 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 bonus payouts, the Committee has previously made positive and negative discretionary adjustments to financial performance factors affecting both funding pools and individual awards. Examples of situations that could result in discretionary adjustment 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 adjustments that positively or negatively impact performance;

● Changes to the Company’s capital structure;

● An executive’s performance relative to specific individual annual objectives; or

● An executive’s failure to adhere to UTC’s Code of Ethics, Enterprise Risk Management program or other Company policies.

Long-Term Incentive 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.

2019 LTI VEHICLES

Each year the Committee approves a total LTI award value for each NEO. This occurs at its meeting prior to the grant date of the awards. For the February 5, 2019 grant, our NEOs received 50% of their annual award in PSUs and the remaining 50% in SARs. The Committee did not grant RSUs to ELG members as part of the annual 2019 award in order to emphasize the focus on performance during the portfolio transformation period.

The number of shares ultimately awarded to each NEO is determined using the January average of UTC’s closing stock price prior to the grant date (early February). This method has been adopted to limit the impact of potential short-term volatility in UTC’s stock price on the date of grant. As a result, the value approved by the Committee often differs from the value shown in the Summary Compensation Table, which is based on the closing price of UTC Common Stock on the grant date and other valuation assumptions required under FASB ASC Topic 718.

2019 NEO LTI MIX

2019 PERFORMANCE SHARE UNITS

On February 5, 2019, the Committee granted PSU awards subject to three pre-established performance goals: EPS growth, ROIC and relative TSR versus the companies within the S&P 500. PSUs vest at the end of a three-year performance period if, and to the extent that, the Company achieves the performance goals established by the Committee. When a PSU vests, it converts into one share of UTC Common Stock. Unvested PSUs do not earn dividend equivalents. PSUs are designed to deliver market median compensation at target levels of performance. Performance below or above target levels will result in payouts that differ from the market median.

44     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

HOW THE SPINOFFS AND MERGER IMPACTED 2019 PSU GOAL SETTING

Since our PSU awards have UTC-wide performance goals that will no longer be measurable after the Spinoffs, the 2019 PSU awards (as well as the 2018 PSU awards) will convert into unvested RSUs of each executive’s post-Spinoff employer. The conversion formula will take into account UTC’s performance for the period up to the Spinoffs, with target-level performance assumed for the remaining pro-rata portion of the performance period. These RSUs will remain eligible to vest after the Spinoffs on each award’s original vesting date, subject to the executive’s continued employment.

To facilitate the measurement of performance at the time of the Spinoffs, the Committee set three annual EPS growth goals (with underlying quarterly assumptions) for the 2019 PSU award at its February 2019 meeting. This differs from UTC’s historical practice of setting a three-year EPS compound annual growth rate goal. This transitional modification is not intended to be a permanent structural change to our compensation program design or philosophy. Following the Merger with Raytheon, the compensation committee of Raytheon Technologies will align the merged company’s executive compensation program design with the intent of maintaining our goals of driving long-term, sustainable growth and reinforcing a pay-for-performance culture.

PERFORMANCE METRICS FOR 2019 PSUs

EARNINGS PER SHARE GROWTH (“EPS”)
	Earnings Per Share* (weighted 35%) ●Three separate EPS growth goals set for each year within the three-year performance period. ●Aligned with our mid-range strategic business plan. ●Reflects what the Committee determined to be challenging, yet attainable targets. *This chart reflects annual EPS threshold, target and maximum goals for the 2019 performance period. The Committee also set EPS goals for 2020 and 2021 performance periods that are not reflected here.
RETURN ON INVESTED CAPITAL (“ROIC”)
	Return on Invested Capital (weighted 35%) ●Calculated using a quarterly average over the three-year performance period. ●Incentivizes our executives to make disciplined capital allocation decisions.
TOTAL SHAREOWNER RETURN (“TSR”) VS. S&P 500
	Relative TSR (weighted 30%) ●Cumulative three-year TSR goal was set at the 50th percentile relative to the companies in the S&P 500 Index at the beginning of the performance period. ●Vesting does not occur if UTC’s TSR ranks below the 25th percentile and is capped at 200% of target if TSR reaches the 75th percentile. ●If UTC’s three-year TSR is negative, the payout for this portion of the award is capped at 100% of target, regardless of UTC’s relative performance vs. the S&P 500 companies. ●Beginning and end periods are measured using a 60-day average.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     45

COMPENSATION DISCUSSION AND ANALYSIS

Why We Compare UTC’s TSR to the TSR of the Companies in the S&P 500 Index. The Committee believes that comparing UTC’s TSR to the companies in the S&P 500 provides an appropriate benchmark for measuring our share price performance as a large capitalization company. The Committee does not set TSR goals relative to the performance of the CPG (see pages 39-40 for more details on our peer group) because the CPG is used solely to measure the competitiveness of our executive compensation program. The Committee believes the S&P 500 provides a more comprehensive and relevant comparison for our share price performance and, unlike the CPG, is not a self-selected, customized benchmark based on a limited number of companies.

What the Committee Considers when Setting Performance Goals. When setting financial performance goals for 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 97 for a definition of how we calculate these metrics.

PSU Vesting (2017-2019 Performance Period). PSU awards granted on January 3, 2017, were subject to vesting based on UTC’s three-year performance relative to pre-established EPS growth, ROIC and relative TSR goals. The performance results used to determine the final payout factor for the 2017-2019 performance period were as follows:

Metric	Weight	Threshold*	Target*	Maximum*	Actual	Payout Factor
3-Year EPS Growth	35%	2.2%	6.5%	13.0%	7.7%	119%
3-Year Quarterly Average ROIC	35%	8.5%	9.9%	11.3%	9.9%	100%
3-Year TSR vs. the S&P 500	30%	25th %ile	50th %ile	75th %ile	56.2nd %ile	125%
				Final Payout Factor		114%

* EPS and ROIC performance targets were adjusted for the 2017-2019 and 2018-2019 PSU awards to neutralize the effect of the Tax Cuts and Jobs Act and adjust out the benefit of the Rockwell Collins acquisition.

The 2019 GAAP diluted EPS of $6.41 was adjusted to $8.26 to account for the impact of restructuring, non-recurring and other significant items unrelated to operational performance, including charges related to the Spinoffs and Merger (see Appendix A on pages 95-96 for details on GAAP and non-GAAP financial measures). These adjustments are in accordance with plan provisions and were made to maintain the integrity of the original goals which did not reflect these significant events.

2019 STOCK APPRECIATION RIGHTS

SARs entitle the award recipient to receive, upon exercise, shares of UTC Common Stock with a market value equal to the difference between the market price of UTC 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 UTC Common Stock on the date of grant). SARs vest and become exercisable after three years and expire 10 years from the grant date.

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 long-term shareowner value creation.

SPECIAL EQUITY-BASED AWARDS

The Committee may, from time to time, approve special equity grants for purposes such as recruitment, retention and recognition, or to drive the achievement of specific strategic performance goals. These special grants may be in the form of PSUs, SARs, RSUs, restricted stock or performance-based SARs. Since these grants are awarded for special purposes, we do not include them in total direct compensation, a measure intended to reflect the Committee’s evaluation of executive performance for the year.

46    United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

2020 LTI Vehicles

With the Spinoffs and Merger expected to occur in the first half of 2020, the Committee could not set long-term PSU performance goals in early 2020 due to the structural changes involved in these transactions. As a result, 2020 LTI awards (granted in February 2020) consisted of SARs (50%) and RSUs (50%). The Committee does not intend this change to be permanent. Following the Spinoffs and the Merger, the compensation committee of Raytheon Technologies will review the executive compensation program design for the combined company to ensure alignment with the central goal of achieving long-term, sustainable growth.

HOW OUTSTANDING LTI AWARDS WILL BE TREATED AT THE TIME OF THE SPINOFFS

Under the terms of our long-term incentive plans, the Committee may, in its discretion, make adjustments to awards in the event of significant corporate transactions, such as the Spinoffs. The Committee approved the following treatment intended to ensure that the Spinoffs will have a neutral financial impact on award values:

Award Type	Treatment	Reason
Vested SARs	Vested SARs will convert to vested SARs of each company — UTC, Carrier and Otis — regardless of where the executive works after the Spinoffs. To convert the awards, the vested SARs will be mathematically adjusted to reflect the relative value of each company’s stock after the Spinoffs.	These awards vested while the executive was an employee of the combined UTC. This treatment therefore recognizes the executive’s contributions to the entire enterprise before the Spinoffs.
Unvested SARs, PSUs and RSUs	Awards will be mathematically adjusted and converted into unvested awards of only the company that employs the executive following the Spinoffs (i.e., UTC, Carrier or Otis). Additionally, PSUs will be converted into RSUs upon the Spinoffs and will continue to vest subject to the continued employment with an executive’s post-Spinoff employer. See page 4 for details on how performance will be measured for outstanding PSUs at the time of the Spinoffs.	This treatment ensures executives are aligned with the future success of their post-Spinoff employer. PSUs are converted to RSUs because UTC-wide performance goals are no longer measurable after the Spinoffs.

2019 CEO Pay Overview

^$1.6M
base salary No change from prior year ^$4.2M
annual bonus Aligned with the UTC performance factor of 147% 175^% target
annual bonus No change from prior year ^$14.0M
2020 LTI award Approved by the Committee and an increase from prior year

Total Direct Compensation

Unlike the amounts reported in the Summary Compensation Table (on page 65), total direct compensation, shown in the chart on page 48, represents the Committee’s annual pay decisions, which specifically reflect its most recent assessment of Company, business unit and individual performance. For example, 2019 total direct compensation includes the values approved by the Committee for LTI awards granted in early February 2020 because these awards reflect its assessment of 2019 performance. The Summary Compensation Table, by contrast, shows the grant date fair value of the LTI awards granted in February 2019, which reflected the Committee’s assessment of 2018 performance. Further, due to the valuation methodology used for accounting purposes and for determining the number of shares granted (see page 44), the LTI award values approved by the Committee, and included in total direct compensation, differ from the accounting grant date fair value ultimately reported in the Summary Compensation Table in the following year. Other elements included in the Summary Compensation Table, such as changes in pension values and other formulaic compensation components are excluded from total direct compensation because they do not relate to performance and fall outside the scope of the Committee’s annual pay decisions. The Committee therefore believes that total direct compensation renders a more accurate and up-to-date reflection of its assessment of performance.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     47

COMPENSATION DISCUSSION AND ANALYSIS

CEO TOTAL DIRECT COMPENSATION

2017 Reflects January 2018 LTI Grant
2018 Reflects February 2019 LTI Grant
2019 Reflects February 2020 LTI Grant

* 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.

Pay Decisions for the CEO

Gregory J. Hayes Chairman & Chief Executive Officer AGE: 59 | UTC EXPERIENCE: 30 years

TOTAL DIRECT COMPENSATION
$19.8 MILLION The Committee assessed Mr. Hayes’ 2019 performance favorably. Under his leadership, UTC successfully achieved its 2019 financial and operational objectives while continuing to execute on long-term strategic initiatives: the Spinoffs of Carrier and Otis and the Merger with Raytheon. The Committee’s compensation decisions below reflect his ability to deliver near-term performance while undertaking these complex and transformational initiatives. Base Salary. The Committee did not make any adjustments to Mr. Hayes’ base salary in 2019. His base salary of $1.6 million is consistent with the market median for our Compensation Peer Group. Annual Bonus. UTC’s 2019 financial performance factor was determined based on our performance relative to pre-established goals for two metrics: adjusted net income and free cash flow. For 2019, our adjusted net income of $7.1 billion exceeded the $6.8 billion goal, resulting in a payout factor of 143% for this earnings metric. Free cash flow used for annual bonus purposes equaled $7.4 billion, exceeding the $6.5 billion goal and yielding a payout factor of 154% for the cash flow metric. In combination, these results generated a UTC financial performance factor of 147%. In determining Mr. Hayes’ 2019 annual bonus amount, the Committee considered the UTC financial performance factor, Mr. Hayes’ effective leadership of the Company, and the individual performance considerations noted on the following page, and awarded Mr. Hayes a $4.2 million annual bonus. This amount aligned with the Company’s 147% financial performance factor. LTI. The Committee approved a 2020 long-term incentive award of $14.0 million, an amount which exceeded the value of Mr. Hayes’ 2019 grant and the CPG market median for his role. As previously noted, due to differences in valuation methodologies (see page 44 for details), the grant date fair value of this award will be reported as $13.0 million in next year’s Summary Compensation Table.

48    United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

INDIVIDUAL PERFORMANCE HIGHLIGHTS

Delivery of strong financial performance across all businesses in 2019, including:

●Net sales growth of 16%, including 5% organic growth (non-GAAP).

●Net income growth of 5% (GAAP) and 16% (non-GAAP).

●Diluted EPS of $6.41 (GAAP), and after adjustments $8.26 (non-GAAP), exceeding our expectations communicated to investors for the year.

●43.8% TSR, outpacing the Dow Jones Industrial Average and the S&P 500 Index.

●The continued successful integration of Rockwell Collins, which accounted for approximately 66 cents of EPS accretion in 2019.

●Entered into an agreement with Raytheon to combine in an all-stock “Merger of Equals” to form Raytheon Technologies.

●Leadership in our transformative portfolio initiatives, including the continued integration of Rockwell Collins, the Spinoffs of Carrier and Otis, and the Merger with Raytheon.

●Effectively driving a high-performance culture while emphasizing ethical standards, transparency and corporate responsibility.

EMPLOYMENT AGREEMENT WITH MR. HAYES EFFECTIVE UPON THE MERGER

UTC entered into an employment agreement with Mr. Hayes that will become effective upon the Merger and expire on the third anniversary of the Merger or upon an earlier termination of employment. This agreement automatically terminates if the Merger between UTC and Raytheon does not close.

Under this agreement, Mr. Hayes will initially serve as President & CEO and as a member of the Raytheon Technologies board of directors. On the second anniversary of the Merger, he will succeed Dr. Thomas A. Kennedy (Raytheon’s Chairman and CEO prior to the Merger) as Chairman of the board. If Dr. Kennedy ceases to serve as Chairman of the combined company’s board of directors 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), a target bonus opportunity of 200% of base salary, and an annual LTI award with an aggregate target grant date value equal to or greater than the LTI award value approved by the Committee in 2019 ($13 million). For the year in which the Merger occurs, Mr. Hayes will receive a bonus based on UTC’s performance from January 1 through the completion of the Merger and on the combined company’s performance from the Merger date through the end of the year. Performance goals for the post-Merger period may be established by the compensation committee of the board of directors of Raytheon Technologies. However, if no such goals are established, the bonus for that period will be based on the greater of target or the actual performance factor applicable to the pre-Merger period.

Under the agreement, Mr. Hayes also will be subject to a permanent confidentiality covenant, a one-year post-termination non-competition covenant, and a two-year post-termination 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), Mr. Hayes 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 actual annual bonus for the fiscal year immediately prior to the year in which the Merger occurs or his annual target bonus for the year of termination;

● A prorated target annual bonus for the year of termination;

● Treatment of his termination as a retirement for purposes of the terms and conditions of his outstanding LTI awards, and waiver of any minimum holding period that would otherwise apply as a condition to vesting upon retirement; and

● Up to 12 months of healthcare benefit coverage continuation, with premiums paid by the company.

Mr. Hayes will not receive both the severance benefits under this agreement and those under his ELG agreement should he separate from the company during the three-year term of this agreement. If he separates from the company after this agreement has expired, he will then be covered by the benefits provided under his ELG agreement, as detailed on page 60. Mr. Hayes is also not eligible to participate in the UTC Merger Severance Plan.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     49

COMPENSATION DISCUSSION AND ANALYSIS

How We Assess CEO Pay-for-Performance

The Summary Compensation Table on page 65 provides annual compensation data presented in accordance with the Securities and Exchange Commission’s (“SEC”) requirements. While helpful for cross-company comparisons, this SEC-mandated format uses accounting conventions to estimate the value of LTI awards at the time of grant. As might be expected, these estimated values can differ significantly from the actual value that is ultimately earned from these awards. Because the Committee believes this format does not adequately measure CEO compensation for the purpose of assessing pay-for-performance alignment, it also considers realizable and realized compensation as supplemental measures in its evaluation of CEO pay-for-performance. These measures are described in detail below.

Summary Compensation Table	Realizable Compensation	Realized Compensation
Basic concept
Uses SEC methodology, which includes a mix of both compensation earned during the year and future contingent pay opportunities.	Three-year average compensation measure that captures how UTC’s year-end stock price affects the in-the-money value(1) of previously granted LTI awards.	Includes only pay earned during the year, including any gains realized on LTI awards that were granted in prior years.
Purpose
SEC-mandated compensation disclosure.	Used to evaluate pay-for-performance alignment by correlating the value of an executive’s long-term incentive awards with the returns our shareowners receive from investing in UTC stock over the same period.	Used to evaluate pay-for-performance alignment by focusing on the strength of the correlation between UTC’s stock performance and the actual cash and equity payouts earned by our CEO during the year.
How it is calculated
Sum of:	Three-Year Average of:	Sum of:
Base salary paid during the year	Base salary paid	Base salary paid during the year
Annual bonus earned for the applicable year’s performance	Annual bonus earned	Annual bonus earned for the applicable year’s performance
Accounting grant date fair value of LTI awards granted during the year reflecting the Committee’s evaluation of prior year’s performance	In-the-money value(1) of LTI awards granted during the prior three fiscal years, calculated using the stock price at the end of the third year	Gains realized on LTI awards exercised and vested during the year
All other compensation	Other direct(2) compensation	Other direct(2) compensation
Change in the actuarial value of pension benefits	Excludes:	Excludes:
Above-market earnings of nonqualified deferred compensation	●Change in the actuarial present value of pension benefits ●Above-market earnings of nonqualified deferred compensation ●Other indirect(3) compensation	●Change in the actuarial present value of pension benefits ●Above-market earnings of nonqualified deferred compensation ●Other indirect(3) compensation

■	Future pay opportunities that may or may not be realized.
(1)	Defined as the difference between the closing stock price of UTC Common Stock at the end of the fiscal year and the exercise price of the award (if any) multiplied by the number of shares underlying equity awards. For PSU awards for which the vesting factor is not yet known, the target number of shares is used.
(2)	Includes personal use of the Corporate aircraft, leased vehicle expenses, financial planning, security benefits, healthcare benefits and other miscellaneous items.
(3)	Includes insurance premiums and Company contributions to nonqualified deferred compensation plans and defined contribution retirement plans.

50     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

The following charts compare the Summary Compensation Table values reported for Mr. Hayes for the past three years to his realizable and realized compensation for the same period. These supplemental methodologies provide the Committee with relevant measures to assess the pay-for-performance relationship by focusing on the strength of the correlation between UTC’s stock price performance and compensation that is realizable and realized during these time periods. The Committee believes that the design of our executive compensation program, with its significant focus on “at-risk” pay, reinforces its key objectives of driving long-term shareowner value, aligning executive and shareowner interests and paying for performance.

CEO PAY-FOR-PERFORMANCE

SUMMARY COMPENSATION TABLE (millions)	REALIZABLE COMPENSATION* (millions)	REALIZED COMPENSATION* (millions)	STOCK PRICE (year-end)

* Refer to the table on page 50 to see how we calculate realizable and realized compensation.

Our program’s fundamental objective
is to drive long-term shareowner value,
align executive and shareowner interests,
and pay for performance.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     51

COMPENSATION DISCUSSION AND ANALYSIS

Pay Decisions for the 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 business unit and/or function, where applicable). The following pages show each NEO’s 2019 total direct compensation values. As discussed on page 47, total direct compensation reflects the Committee’s 2019 pay decisions and includes only those pay elements that relate to the Committee’s assessment of 2019 performance (e.g., it includes 2020 LTI grants that reflect 2019 performance rather than 2019 LTI grants that reflected 2018 performance). We also provide individual performance highlights that contributed to the Committee’s pay decisions for each NEO.

Neil G. Mitchill, Jr. Acting Senior Vice President & Chief Financial Officer AGE: 44 | UTC EXPERIENCE: 5 years

TOTAL DIRECT COMPENSATION
$3.05 MILLION
During 2019, Mr. Mitchill served as Vice President & Chief Financial Officer of Pratt & Whitney through October, when he was appointed to the role of Acting Senior Vice President & Chief Financial Officer of UTC. Base Salary. Mr. Mitchill received a 2019 merit increase to his base salary from $525,000 to $600,000. This increase reflected the Committee’s favorable assessment of his performance as VP & CFO of Pratt & Whitney. When Mr. Mitchill was appointed to the position of Acting Senior Vice President & CFO of UTC, his salary increased to $650,000. Annual Bonus. Since Mr. Mitchill spent a portion of the year at Pratt & Whitney and a portion of the year at the UTC Corporate Office, his financial performance factor was blended based on the time he served at each business. The financial performance factor for Pratt & Whitney was 133% and the financial performance factor for Corporate was 147% (as discussed on page 43), resulting in a blended financial performance factor for Mr. Mitchill of 137%. The Committee considered Mr. Mitchill’s effective leadership of Pratt & Whitney and UTC’s Finance functions, as well as the individual performance considerations noted here, and awarded him a $700,000 annual bonus for 2019. Mr. Mitchill’s annual bonus amount is moderately above the 137% blended financial performance factor. LTI. In consideration of Mr. Mitchill’s strong 2019 performance, the Committee approved a $1.7 million 2020 LTI award. As previously noted, due to differences in valuation methodologies, the grant date fair value of this award will be reported as $1.6 million in next year’s Summary Compensation Table. Other Compensation Elements. Mr. Mitchill has played an important role in preparation for the Spinoffs and Merger, and he will continue to provide essential leadership for Raytheon Technologies following the Merger. For these reasons, the Committee granted Mr. Mitchill a $1.0 million retention RSU award in 2019 that will vest on February 5, 2022, subject to his continued employment. INDIVIDUAL PERFORMANCE HIGHLIGHTS ●Effective management of Pratt & Whitney’s Finance function between January and October, as evidenced by Pratt & Whitney’s financial performance: ●Sales growth of 8% on both a reported (GAAP) and organic (non-GAAP) basis. ●Operating profit growth of 31% (GAAP) and 15% (non-GAAP). ●Strong and effective leadership during the months in which Mr. Mitchill served as Acting Senior Vice President & CFO of UTC, including: ●Critical support from the UTC Finance function in preparation for the Spinoffs and Merger transactions; and ●Achievement of strong financial performance for UTC through the completion of 2019.

52     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Robert K. Ortberg Chief Executive Officer, Collins Aerospace Systems AGE: 59 | UTC EXPERIENCE: 32 years*

TOTAL DIRECT COMPENSATION
$9.41 MILLION
Mr. Ortberg served as Chief Executive Officer of Collins Aerospace Systems in 2019. On February 7, 2020, he transitioned to the role of Special Advisor to the Office of the Chairman & CEO. As noted on page 10, Mr. Ortberg has been nominated for election at the 2020 Annual Meeting. If the Merger occurs before the Annual Meeting, Mr. Ortberg will be appointed to the UTC Board immediately prior to the effective date of the Merger. Base Salary. Mr. Ortberg received a merit increase to his base salary from $1,170,500 to $1,210,000 in 2019. Annual Bonus. The Committee considered Collins Aerospace’s financial performance factor of 144% and Mr. Ortberg’s effective leadership of Collins Aerospace and awarded him a $2.2 million annual bonus for 2019. Mr. Ortberg’s annual bonus amount is closely aligned with the 144% financial performance factor. LTI. In consideration of Mr. Ortberg’s strong 2019 performance, the Committee approved a $6.0 million 2020 LTI award, an amount above the CPG market median for his role and reflects the individual performance considerations noted here. As previously discussed, due to differences in valuation methodologies, the grant date fair value of this award will be reported as $5.6 million in next year’s Summary Compensation Table. INDIVIDUAL PERFORMANCE HIGHLIGHTS
●Leadership in the continued integration of Rockwell Collins and UTC Aerospace Systems, including achieving approximately $300 million of acquisition-related cost synergies in 2019. ●Developed, with ILC Dover, a Next-Generation Space Suit system prototype for future space missions. ●Selected by Saab to provide key power and controls systems for the Boeing T-X trainer, including the aircraft’s Power Take Off Shaft, Auxiliary Power Engine Control Unit, engine start system and Main Electric Power Generation System. ●Developed a streamlined boarding system that will be installed at all Terminal 3 international gates at McCarran Airport in Las Vegas. The SelfPass biometric solution uses a facial scan to verify a passenger’s identity and retrieve boarding details. ●Announced that Collins Aerospace is collaborating with SES, a leading satellite operator, to bring business aviation customers the fastest broadband speeds available for business aircraft. The two companies are launching LuxStream connectivity service, with Vista Global serving as the launch customer. ●Received two 2019 Crystal Cabin Awards, an international award for excellence in aircraft interior innovation. The awards recognized Collins Aerospace’s M-Flex Duet (in the Cabin Systems Category) and µED Reading Light (in the Materials & Components Category).
*Includes years of service while at Rockwell Collins, which was acquired by UTC in 2018.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     53

COMPENSATION DISCUSSION AND ANALYSIS

Judith F. Marks President & Chief Executive Officer, Otis AGE: 56 | UTC EXPERIENCE: 2 years

TOTAL DIRECT COMPENSATION
$7.50 MILLION
During 2019, Ms. Marks served in the role of President of Otis through May. In June, she was appointed President & CEO of Otis, a role in which she will lead Otis as it spins off from UTC into a separate, publicly traded company in the first half of 2020. Base Salary. Ms. Marks received a merit increase to her base salary from $875,000 to $925,000 in 2019. This increase reflects the Committee’s favorable assessment of her performance. Subsequently, upon the announcement of her appointment as CEO of Otis, Ms. Marks’ base salary was increased to $1,000,000 in recognition of her expanded responsibilities associated with preparing for the Spinoff and assuming the role of CEO of an independent, public company. Annual Bonus. In connection with her appointment to the role of CEO, the Committee also increased Ms. Marks’ target annual bonus from 100% to 125% of base salary. In determining Ms. Marks’ 2019 annual bonus amount, the Committee considered Otis’ financial performance factor of 127%, Ms. Marks’ effective leadership of Otis and the individual performance considerations noted here, and awarded her a $1.5 million annual bonus for 2019. Ms. Marks’ annual bonus amount is closely aligned with Otis’ 127% financial performance factor. LTI. In consideration of Ms. Marks’ strong 2019 performance, the Committee approved a $5.0 million 2020 LTI award, an amount that reflects the increased scope of her role as CEO of Otis and its transformation into a publicly traded company. As previously noted, due to differences in valuation methodologies, the grant date fair value of this award will be reported as $4.6 million in next year’s Summary Compensation Table. INDIVIDUAL PERFORMANCE HIGHLIGHTS ●Effective leadership of Otis as it transforms from a UTC business unit into an independent, publicly traded company. ●In 2019, Otis achieved significant contract wins and executed on substantial operational achievements, including: ●Completion of the elevator modernization of New York City’s Empire State Building, which included delivery and installation of a custom-made glass elevator to carry visitors to the 102nd Floor Observatory. This was one of the largest and most complex projects in Otis’ history. ●Launch in China of the Otis IoT Solution — a complete end-to-end proactive digital service to connect elevator systems, Otis field professionals, property managers and regulatory authorities. ●Installation of an inclined elevator in Shanghai’s Oriental Pearl Tower, which completed the largest modernization project in China. ●Award of a five-year maintenance contract to service 340 elevators, escalators and moving walkways in London’s Gatwick Airport, the second largest airport in the United Kingdom. ●Selection to supply 190 elevators for the New Passenger Terminal 2 at the Kuwait Airport, including 171 Gen2 units and 19 heavy-duty elevators that use the latest technologies, such as Otis’ ReGen Drive, Gen2 flat-coated steel belts and Pulse monitoring systems.

54     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

David L. Gitlin President & Chief Executive Officer, Carrier AGE: 50 | UTC EXPERIENCE: 22 years

TOTAL DIRECT COMPENSATION
$7.20 MILLION
From January through May 2019, Mr. Gitlin served in the role of President & Chief Operating Officer of Collins Aerospace. In June, he was appointed President & CEO of Carrier, a role in which he will lead Carrier as it spins off from UTC into a separate, publicly traded company in the first half of 2020. Base Salary. Mr. Gitlin received a merit increase from $900,000 to $950,000 in 2019. This increase reflects the Committee’s favorable assessment of his performance. Subsequently, upon the announcement of his appointment as CEO of Carrier, Mr. Gitlin’s base salary was increased to $1,000,000 in recognition of his expanded responsibilities associated with preparing for the Spinoff and assuming the role of CEO of an independent, public company. Annual Bonus. In connection with his appointment as CEO of Carrier, the Committee also increased Mr. Gitlin’s target annual bonus from 100% to 125% of base salary. Since he spent a portion of the year at Collins Aerospace and the remainder of the year at Carrier, his financial performance factor was blended based on the time he served at each business. The financial performance factor for Collins Aerospace was 144% and the financial performance factor for Carrier was 69%, resulting in a blended financial performance factor for Mr. Gitlin of 100%. The Committee considered this factor, Mr. Giltin’s effective leadership at both Collins Aerospace and Carrier, and the individual performance considerations noted here, and awarded him a $1.2 million annual bonus for 2019. Mr. Gitlin’s annual bonus amount is closely aligned with the 100% blended financial performance factor. LTI. In consideration of Mr. Gitlin’s strong 2019 performance, the Committee approved a $5.0 million 2020 LTI award, an amount that reflects the increased scope of his role as CEO of Carrier and its transformation into a publicly traded company. As previously noted, due to differences in valuation methodologies, the grant date fair value of this award will be reported as $4.6 million in next year’s Summary Compensation Table. INDIVIDUAL PERFORMANCE HIGHLIGHTS ●Effective leadership of Carrier as it transforms from a UTC business unit into an independent, publicly traded company in 2020, while pursuing an aggressive growth strategy and cost-cutting efforts. ●Continued focus on driving Carrier’s growth through innovation, as evidenced by the launch of more than 100 new products in 2019. ●Achieved a number of substantial contract wins during the year, including the following: ●Carrier’s Green & Cool CO2Y natural refrigerant system was selected by Burger King as its preferred condensing units for its restaurants in Spain. ●Carrier signed a strategic cooperation agreement with Tim Hortons in China to provide integrated HVAC solutions and services for that company’s existing and future coffee houses throughout the country. ●Carrier Transicold was selected to provide 220 NaturaLINE units for TOTE Maritime Puerto Rico’s shipping fleet and 50 NaturaLINE units to DFDS Logistics. ●During his time at Collins Aerospace, Mr. Gitlin’s leadership was critical to a number of significant operational accomplishments, as well as the continued successful integration of Rockwell Collins and UTC Aerospace Systems.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     55

COMPENSATION DISCUSSION AND ANALYSIS

Akhil Johri Special Advisor to the Chairman & CEO AGE: 58 | UTC EXPERIENCE: 31 years

TOTAL DIRECT COMPENSATION
$2.85 MILLION
During 2019, Mr. Johri served as Executive Vice President & CFO through October. He then transitioned to the role of Special Advisor to the Chairman & CEO, a role in which he will serve until the Merger with Raytheon. Base Salary. Mr. Johri received a merit increase to his base salary from $900,000 to $950,000 in 2019. This increase reflected the Committee’s favorable assessment of his performance. Annual Bonus. The Committee considered the UTC financial performance factor of 147%, Mr. Johri’s effective leadership of UTC’s Finance function, his continued support throughout the Spinoffs and Merger transition period, and the individual performance considerations noted here, and awarded him a $1.9 million annual bonus for 2019. This amount is moderately above the 147% UTC financial performance factor. LTI. Mr. Johri did not receive an LTI award in 2020, reflecting his assumption of a transitional role leading up to the Spinoffs and Merger. INDIVIDUAL PERFORMANCE HIGHLIGHTS ●Effective management of UTC’s Finance function through October 2019, as evidenced by the Company’s strong 2019 financial performance including: ●Sales growth of 16%, which includes 5% organic growth (non-GAAP). ●Net income growth of 5% (GAAP) and 16% (non-GAAP). ●Diluted EPS of $6.41 (GAAP) and adjusted EPS of $8.26 (non-GAAP), an amount that exceeded the expectations communicated to investors for the year. ●Leadership in driving UTC’s disciplined capital allocation strategy, including: ●$2.6 billion returned to shareowners in 2019 through dividends and share repurchases; and ●$5.3 billion in company- and customer-funded investments in research and development. ●Critical support and leadership from the Finance function in preparation for the Spinoffs and Merger.

56     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Robert J. McDonough Special Advisor to the President & CEO of Carrier AGE: 60 | UTC EXPERIENCE: 12 years

TOTAL DIRECT COMPENSATION
$1.58 MILLION
Mr. McDonough served as President of Carrier through May and then as Chief Operating Officer of Carrier, until he was appointed Special Advisor to the President & CEO of Carrier in December. Base Salary. During 2019, Mr. McDonough received a merit increase to his base salary from $925,000 to $975,000. This increase reflected the Committee’s favorable assessment of his performance. Annual Bonus. The Committee considered Carrier’s financial performance factor of 69%, Mr. McDonough’s leadership as Carrier transitions to an independent, public company, and the individual performance considerations noted here, and awarded him a $600,000 annual bonus for 2019, an amount below Carrier’s 69% financial performance factor. Other Compensation Elements. Upon his transition to the role of Chief Operating Officer of Carrier, the Committee granted Mr. McDonough a $4 million LTI retention award consisting of SARs and RSUs. This award reflects the Committee’s view that Mr. McDonough’s experience and guidance is necessary through the Spinoff transition period. In consideration of this retention award and his transition to Special Advisor to the President & CEO of Carrier, he did not receive an additional LTI award in February 2020. Mr. McDonough expects to retire from Carrier in 2020, at which time he and Carrier intend to enter into a one-year consulting agreement. As a consultant, Mr. McDonough will provide valuable assistance in transitioning customer, supplier and partner relationships. INDIVIDUAL PERFORMANCE HIGHLIGHTS Achieved important product rollouts and substantial contract wins during the year, including: ●Introduction of the first Toshiba Carrier Variable Refrigerant Flow (VRF) rooftop unit, which will allow multiple rooftop units to be connected to one condensing unit and additional VRF fan coil units to help optimize energy efficiency and comfort. ●Introduction of the next-generation temperature-controlled trailer system — the Vector HE (high efficiency) — which can reduce fuel consumption by up to 30% and maintenance costs by up to 15%. ●Carrier’s Kidde smoke alarms featuring TruSense Technology became the first to meet Underwriters Laboratories’ 2020 safety standards. ●Numerous notable orders for Carrier Transicold NaturaLINE units during 2019, including 220 units for TOTE Maritime Puerto Rico’s shipping fleet and 50 units for DFDS Logistics. ●Announcement of an exclusive HVAC supplier relationship with Clayton Home Building Group to provide nationwide SmartComfort by Carrier furnaces for Clayton homes constructed off-site.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     57

COMPENSATION DISCUSSION AND ANALYSIS

Other Compensation Elements

Retirement and Deferred Compensation Benefits

Retirement and deferred compensation plans help UTC attract and retain talented executives. Over the years, the Committee has modified these programs to maintain a competitive position within an evolving market. We believe the overall design of our retirement and deferred compensation programs is consistent with compensation practices in the marketplace and provides participating executives with benefits that approximate the Compensation Peer Group market median.

Below are brief descriptions of each retirement and deferred compensation arrangement we offer. See the Pension Benefits and the Nonqualified Deferred Compensation sections on pages 70-74 for more details.

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 employees hired prior to January 1, 2010. Effective December 31, 2014, participants hired prior to July 1, 2002, who had been covered by a 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 earn two types of credits — pay credits and interest credits. See page 71 for additional details on these formulas. Effective December 31, 2019, this plan was frozen, other than with respect to 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 (“PPP”)	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 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”) limits. Effective December 31, 2019, this plan was frozen, other than with respect to interest credits on Cash Balance accounts in the plan. Active participants who were previously eligible for Cash Balance benefits 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 where employees receive a matching contribution in the form of UTC stock units with a value equal to 60% of the first 6% of pay (consisting of base salary plus annual bonus) contributed by the employee. Salaried 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 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 UTC’s pension plans.
UTC Savings Restoration Plan	An unfunded, nonqualified plan that permits eligible employees to defer up to 6% of their compensation to the extent such compensation exceeds the IRC compensation limit applicable to the qualified UTC Employee Savings Plan. UTC provides matching contributions in the form of UTC 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 IRC limits.
UTC Company Automatic Contribution Excess Plan	An unfunded, nonqualified plan in which eligible 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, employees hired prior to January 1, 2010, who previously participated in UTC’s pension plans, 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’s contribution limits.
UTC Deferred Compensation Plan	An unfunded, nonqualified plan that allows executives to defer up to 50% of base salary and up to 70% of annual bonus.
UTC LTIP PSU Deferral Plan	An unfunded, nonqualified plan that allows 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.

58     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Perquisites and Other Benefits

We provide our senior executives with the following benefits, which the Committee believes are consistent with market practice and contribute to recruitment and retention.

Perquisite/Benefits*	Description
ELG Life Insurance	ELG members appointed prior to January 31, 2015, may receive company-funded life insurance coverage up to three times their base salary at age 62 (projected or actual).
ELG Long-Term Disability	The ELG long-term disability program provides an annual benefit upon disability that is equal to 80% of base salary plus target annual bonus.
Healthcare	ELG members are eligible to participate in the same health benefit program offered to other employees.
Executive Physical	ELG members are eligible for a comprehensive annual executive physical.
Executive Leased Vehicle	ELG members receive an annual allowance toward the cost of a leased vehicle. The value of the allowance varies by ELG appointment date. Lease payments above the annual allowance are paid directly by the executive.
Financial Planning	ELG members are eligible to receive an annual financial planning benefit.
Personal Aircraft Usage	Our CEO is allowed personal use of the Corporate aircraft for up to 50 hours per year. The Committee believes this optimizes the efficient use of Mr. Hayes’ time. Under this policy, Mr. Hayes also may fly commercially, subject to review by UTC security personnel. No other UTC employees are permitted to use the Corporate aircraft for personal reasons.
Security Arrangements	Mr. Hayes receives a security system benefit for his personal residence as a result of a third-party security assessment.

* See footnote (5) to the Summary Compensation Table on page 66 for more details on these perquisites/benefits.

Severance and Change-in-Control Arrangements

ELG members participate in severance and change-in-control arrangements similar to programs in effect at the majority of the companies within our Compensation Peer Group. The Committee believes such arrangements are part of a competitive executive compensation program. Our severance program incorporates post-employment restrictive covenants designed to protect UTC’s interests, including non-competition, non-solicitation and non-disclosure obligations.

Severance and change-in-control benefits are contingent upon certain future events that may never occur. The Committee, therefore, does not consider these contingent benefits when setting other compensation elements or measuring total direct compensation.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     59

COMPENSATION DISCUSSION AND ANALYSIS

SEVERANCE BENEFITS

The Committee has made a number of modifications to the ELG severance program to align with market best practices and to serve the evolving needs of the Company. These changes were applied prospectively due to existing contractual commitments. Therefore, benefit eligibility depends on when the executive was appointed to the ELG, as shown in the table below:

	ELG Appointment Date
	Prior to January 2006	Between January 2006 and April 2013	On or after May 2013
ELG Cash Separation Benefit	2.5x base salary	2.5x base salary	No cash benefit
Conditions to Receive Cash Separation Benefit	●Mutually agreeable separation, and ●3+ years as an ELG member	●Mutually agreeable separation prior to age 62, and ●3+ years as an ELG member, or ●Change-in-control	N/A
ELG RSU Award(1)	No award granted	Grant value equal to 2x base salary at time of grant	Grant value up to $2 million, depending on role
Conditions to Vest in the ELG RSU Award	N/A	●Mutually agreeable separation on or after age 62, and ●3+ years as an ELG member, or ●Change-in-control	●Mutually agreeable separation, and ●3+ years as an ELG member, or ●Change-in-control
NEO Participation(2)	Gregory J. Hayes(3)	Robert J. McDonough	Neil G. Mitchill, Jr. David L. Gitlin Judith F. Marks Akhil Johri

(1)	ELG RSUs receive dividend equivalents during the vesting period that are reinvested as additional RSUs and are subject to the same vesting conditions as the underlying award.
(2)	Mr. Ortberg does not participate in the ELG severance program due to the special agreement he entered into with UTC in connection with the acquisition of Rockwell Collins in 2018 (see “Employment Agreement with Robert K. Ortberg” below).
(3)	This ELG severance benefit will not be payable during the term of Mr. Hayes’ employment agreement, which will become effective upon the Merger with Raytheon and expire after three years. See page 49 for details.

A mutually agreeable separation occurs when:

● An ELG member’s position with UTC has been eliminated or diminished by a divestiture, restructuring, shift in priorities or similar event;

● An ELG member retires between age 62 and 65 with the Company’s consent; or

● An executive retires at age 65 or older.

Voluntary terminations prior to age 62 or terminations related to misconduct do not qualify as mutually agreeable separations.

Receipt of the ELG cash separation benefit or the ELG RSU award is contingent upon the executive entering into an agreement containing the following restrictive covenants for the protection of UTC: (i) non-competition; (ii) employee non-solicitation; (iii) non-disparagement; (iv) protection of confidential, sensitive and proprietary information; and (v) post-termination cooperation. The ELG separation benefit is not treated as compensation for purposes of determining benefits under UTC’s pension plans or any other benefit programs. Distributions are subject to certain restrictions imposed by Internal Revenue Code Section 409A.

Employment Agreement with Robert K. Ortberg. In anticipation of Mr. Ortberg’s continuing role with the Company following the acquisition of Rockwell Collins, Mr. Ortberg agreed to waive his rights and benefits under his Rockwell Collins change-in-control agreement. UTC then granted Mr. Ortberg a one-time, retention RSU award. The award vests three years from the acquisition date, subject to Mr. Ortberg’s continued employment with UTC. Vesting will accelerate in the event of an adverse change to the terms and conditions of his employment, as detailed on pages 74-75. Under the terms of this agreement, Mr. Ortberg is subject to post-termination restrictive covenants that protect UTC, including restrictions on competitive activities, customer and employee solicitation, and disclosure of Company information and intellectual property. This compensation strategy focuses on retaining Mr. Ortberg and better serves UTC’s interests.

60     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

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.

CHANGE-IN-CONTROL BENEFITS

Change-in-control severance protection under our legacy Senior Executive Severance Plan (“SESP”) was designed to ensure continuity of management in potential change-in-control situations. In response to changing market practices, we closed this program to new participants effective June 2009. Accordingly, Mr. Hayes is the only NEO who remains eligible for the SESP benefit. NEOs appointed to the ELG on or after June 2009 do not participate in the SESP and are instead covered by the ELG RSU award which would vest in the event of a qualifying termination following a change-in-control.

For Mr. Hayes, the SESP provides a cash severance benefit of 2.99x the sum of base salary and target annual bonus for the year in which termination occurs, subject to various restrictive covenants. The SESP cash severance is reduced by 1/36th for each month that termination occurs after age 62 and, accordingly, is completely phased out at age 65.

A change-in-control generally occurs upon:
●	The acquisition of 20% of UTC’s outstanding shares by a person or a group;
●	Incumbent directors no longer constitute a majority of the Board; or
●	A merger or similar event where UTC shareowners own less than 50% of the voting shares of the new organization.

Benefits under the legacy SESP, the UTC 2018 Long-Term Incentive Plan and the predecessor long-term incentive plan 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” generally includes material adverse changes in an executive’s compensation, responsibilities, authority, reporting relationship or work location. Under the LTIP, upon a qualifying termination following a change-in-control or in the event of death, the vesting of outstanding equity awards will be accelerated. For performance-based awards, acceleration will occur at either the greater of actual or target performance levels (for the 2018 LTIP) or at target performance (for the predecessor plan).

UTC MERGER SEVERANCE PLAN FOR CORPORATE OFFICE EXECUTIVES AND OTHER KEY EMPLOYEES

Although the Merger with Raytheon is being implemented as a “Merger of Equals,” it does not constitute a change-in-control event under the terms of UTC’s current severance and long-term incentive programs. However, the Committee determined that continuity of management and continued focus on business performance are imperative during the transition period. It, therefore, adopted the United Technologies Corporation Merger Severance Plan for Corporate Office Executives and Other Key Employees (the “Merger Severance Plan”) to ensure Corporate Office executives are not distracted from executing on the Spinoffs and Merger transactions. This plan will become effective upon the completion of the Merger and will expire two years from that date. This plan provides severance protections for Corporate Office executives (except Mr. Hayes) who may be impacted by job loss, diminution of duty or reduction in compensation as a result of the Merger.

Under the Merger Severance Plan, an eligible executive whose employment is terminated without “cause” or who resigns for “good reason” (both defined in this plan) on or within two years of the Merger date will be entitled to receive:

● A lump-sum cash severance payment equal to two times the sum of the executive officer’s annual base salary and target annual bonus;

● A prorated target annual bonus for the year in which termination occurs;

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     61

COMPENSATION DISCUSSION AND ANALYSIS

● Full vesting of outstanding equity awards (with PSUs remaining eligible to vest, subject to performance results), and continued exercisability for vested SARs;

● Up to 12 months of healthcare benefit coverage continuation at no premium cost to the executive officer;

● 12 months of outplacement services; and

● 12 months continuation of financial planning services for participating executives.

To receive benefits under this plan, executives must execute a release of claims in favor of UTC, an agreement to a one-year post-termination non-competition covenant and a two-year post-termination employee and customer non-solicitation covenant.

Only Corporate Office executives will be eligible to participate in this plan. As a result, Messrs. Ortberg, Gitlin and McDonough and Ms. Marks will not be eligible for benefits under the plan. Mr. Hayes also does not participate in this plan. Instead, Mr. Hayes’ Merger severance protections are provided under the terms of his employment agreement that becomes effective upon the Merger (see page 49 for details). The Merger Severance Plan will automatically terminate and have no effect in the event the Merger Agreement between UTC and Raytheon is terminated.

Other Executive Compensation Policies and Practices

Employment Agreements

The Committee does not believe fixed-term executive employment contracts that guarantee minimum levels of compensation over multiple years enhance shareowner value. Accordingly, our U.S.-based executives generally do not have employment contracts. However, in certain limited circumstances related to mergers and acquisitions, it has been necessary to enter into employment agreements.

For example, upon the completion of the acquisition of Rockwell Collins, Mr. Ortberg entered into an employment agreement with the Company (see pages 60-61 for details). This agreement provided the Company with certain restrictive covenants that the Committee felt were in the best interests of the Company. For Mr. Hayes, the Company entered into an agreement that will become effective upon the Merger with Raytheon and expire three years later. Dr. Thomas Kennedy, Chairman and CEO of Raytheon, has a substantially similar agreement that will become effective upon the Merger. These agreements, which were executed at the time the Merger Agreement was signed, outline the leadership succession plan of the combined Raytheon Technologies following the completion of the Merger.

We also have agreements with executives based outside the United States where local regulations and practices require employment contracts.

Post-Employment Restrictive Covenants

ELG members may not engage in activities after termination or retirement that are detrimental to UTC, such as disclosing proprietary information, soliciting UTC employees or engaging in competitive activities. Violations can result in a clawback of annual bonuses and LTI awards.

Succession Planning

On an annual basis, the Chairman & CEO and the Executive Vice President & Chief Human Resources Officer provide the Board with information about the succession planning for key senior leadership roles, including the CEO. Succession plans include a readiness assessment, biographical information and future career development plans. The Board’s views are incorporated into succession plans which are updated annually based on this feedback.

62     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION DISCUSSION AND ANALYSIS

Clawback Policy

UTC has a comprehensive policy on recoupment (“clawback”) of executive compensation, which applies to both our annual and long-term incentive compensation programs. In the event of a financial restatement or recalculation of a financial metric applicable to an award, the Company has the right to recover annual bonus payments and gains realized from vested long-term incentive awards from any executive (including NEOs) involved in activities that caused the restatement or recalculation. Clawbacks of bonuses, long-term incentive awards and compensation realized from prior awards also may be triggered by violations of our Code of Ethics, failure to meet employee health and safety standards, violations of post-employment restrictive covenants, or the exposure of UTC to excessive risk as determined under our Enterprise Risk Management program (for additional details on this program refer to pages 20-21). 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 UTC. If required or otherwise appropriate, the Company may publicly disclose the circumstances surrounding the Committee’s decision to seek recoupment.

No Short Sales, Pledging or Hedging of UTC Securities and No Underwater Option Buyouts

UTC does not allow its directors, officers or executives to enter into short sales of UTC Common Stock. Similarly, directors and executive officers may not pledge or assign an interest in UTC Common Stock or other equity interests as collateral for a loan. Additionally, transactions in put options, call options or other derivative securities that have the effect of hedging the value of UTC securities are also prohibited, whether or not those securities were granted to or held, directly or indirectly, by the director, officer or employee. UTC’s LTIP prohibits buyouts of underwater stock options and stock appreciation rights.

Tax Deductibility of Incentive Compensation

To the extent consistent with other compensation objectives, the Committee has sought to minimize UTC’s compensation-related tax burden. For 2019, Internal Revenue Code section 162(m) limited UTC’s deduction to $1 million for annual compensation paid to our NEOs, as defined in section 162(m).

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     63

Report of the Compensation Committee

The Compensation Committee establishes and oversees the design and function of UTC’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 UTC’s Proxy Statement for the 2020 Annual Meeting.

Compensation Committee
	Jean-Pierre Garnier, Chair John V. Faraci	Ellen J. Kullman Harold W. McGraw III	Denise L. Ramos Brian C. Rogers

64     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

Compensation Tables

SUMMARY COMPENSATION TABLE

Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)	All Other Compensation ($)(5)	Total ($)	Total Without Change in Pension Value ($)
Gregory J. Hayes   Chairman & Chief Executive Officer
2019	$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
2017	$1,500,000	$3,300,000	$7,877,818	$2,589,650	$1,277,981	$482,044	$17,027,493	$15,759,799
Neil G. Mitchill, Jr.   Acting Senior Vice President & Chief Financial Officer
2019	$591,667	$700,000	$1,588,229	$559,900	$0	$145,664	$3,585,460	$3,585,460
Robert K. Ortberg   Chief Executive Officer, Collins Aerospace Systems(6)
2019	$1,210,000	$2,200,000	$3,149,804	$3,013,280	$231,486	$356,873	$10,161,443	$9,929,957
2018	$112,240	$140,300	$9,875,022	$0	$30,107	$147,381	$10,305,050	$10,274,943
David L. Gitlin   President & Chief Executive Officer, Carrier
2019	$966,667	$1,200,000	$2,150,799	$2,066,540	$969,211	$386,063	$7,739,280	$6,770,069
2018	$900,000	$1,300,000	$2,950,834	$1,051,810	$0	$239,548	$6,442,192	$6,442,192
2017	$812,500	$1,100,000	$6,855,052	$943,250	$385,996	$181,970	$10,278,768	$9,892,772
Judith F. Marks   President & Chief Executive Officer, Otis
2019	$956,250	$1,500,000	$2,150,799	$2,066,540	$0	$283,055	$6,956,644	$6,956,644
2018	$868,750	$1,400,000	$2,950,834	$1,051,810	$0	$241,555	$6,512,949	$6,512,949
Akhil Johri   Special Advisor to the Chairman & Chief Executive Officer(7)
2019	$937,500	$1,900,000	$2,362,353	$2,259,960	$392,208	$378,650	$8,230,671	$7,838,463
2018	$890,000	$1,200,000	$2,950,834	$1,051,810	$0	$361,924	$6,454,568	$6,454,568
2017	$851,250	$1,100,000	$2,674,030	$883,225	$198,047	$356,512	$6,063,064	$5,865,017
Robert J. McDonough   Special Advisor to the President & CEO of Carrier(8)
2019	$962,500	$600,000	$4,151,214	$3,929,324	$270,952	$123,774	$10,037,764	$9,766,812
2018	$918,750	$1,000,000	$2,950,834	$1,051,810	$145,556	$127,412	$6,194,362	$6,048,806
2017	$881,250	$900,000	$2,851,552	$943,250	$222,507	$137,048	$5,935,607	$5,713,100

(1)	Bonus. Cash bonuses provided under the UTC Annual Executive Incentive Compensation Plan. Payments are primarily based on measured performance against pre-established goals. However, the Committee retains discretion to adjust annual bonus amounts based on its assessment of overall performance. Consequently, we report annual bonuses in the Bonus column rather than in the Non-Equity Incentive Plan Compensation column.
(2)	Stock Awards. Grant date fair value of PSUs and RSUs granted under the LTIP in 2019, calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures. The assumptions made in calculating the fair value of these awards are set forth in Note 12: Employee Benefit Plans, to the Consolidated Financial Statements in Exhibit 13 to UTC’s 2019 Annual Report on Form 10-K (“2019 Form 10-K”). PSU awards are discussed in the Compensation Discussion and Analysis and in footnote (2) of the Grants of Plan-Based Awards table on page 67 of this Proxy Statement. The grant date fair values shown for PSU awards granted in 2019 to our NEOs assume target-level performance. If the highest level of performance is achieved, the grant date fair values would be: Mr. Hayes, $11,374,090; Mr. Mitchill, $980,525; Mr. Ortberg, $5,255,614; Mr. Gitlin, $3,588,722; Ms. Marks, $3,588,722; Mr. Johri, $3,941,711; and Mr. McDonough, $3,588,722.
(3)	Option Awards. Grant date fair value of SARs granted under the LTIP during 2019, calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures. The assumptions made in the valuation of these awards are set forth in Note 12: Employee Benefit Plans, to the Consolidated Financial Statements in Exhibit 13 to UTC’s 2019 Form 10-K.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     65

COMPENSATION TABLES

(4)

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 executive’s accrued benefit under UTC’s defined benefit plans and above-market earnings (if any) under UTC’s deferred compensation plans. Actuarial value computations are based on the assumptions established in accordance with FASB ASC Topic 715 and discussed in Note 12: Employee Benefit Plans, to the Consolidated Financial Statements in Exhibit 13 to UTC’s 2019 Form 10-K. UTC’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 UTC upon the acquisition of Sundstrand Corporation in 1999. Mr. Hayes accrued $11,491 in above-market earnings under this plan in 2019.

(5)

All Other Compensation. The 2019 amounts in this column consist of the following items:

Name	Personal Use of Corporate Aircraft(a)	Leased Vehicle(b)	Insurance Premiums(c)	Company Contributions to 401(k) Plans(d)	Company Contributions to Non-Qualified Retirement Plans(e)	Relocation Benefits(f)	Financial Planning(g)	Health Benefits(h)	Misc.	Total
G. Hayes	$59,224	$50,843	$0	$10,080	$173,520	$0	$0	$18,762	$2,370	$314,799
N. Mitchill, Jr.	$0	$34,978	$0	$22,680	$65,745	$0	$0	$21,331	$930	$145,664
R. Ortberg	$0	$26,806	$0	$26,880	$130,057	$136,090	$21,000	$13,037	$3,003	$356,873
D. Gitlin	$0	$33,289	$63,604	$10,080	$71,520	$168,289	$16,000	$22,278	$1,003	$386,063
J. Marks	$0	$18,685	$0	$25,480	$143,439	$63,750	$16,000	$14,973	$728	$283,055
A. Johri	$0	$29,653	$129,963	$25,480	$169,033	$0	$4,985	$18,198	$1,338	$378,650
R. McDonough	$0	$34,775	$74,879	$0	$0	$0	$0	$14,047	$73	$123,774

(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 (approximately 99% in 2019), capital and other fixed expenditures are not treated as an incremental cost.
(b)	Annual costs incurred by UTC in connection with a leased vehicle provided to the executive.
(c)	Premiums paid on behalf of the executive under the ELG life insurance program. This benefit was eliminated for ELG members appointed after January 31, 2015, thereby excluding Mr. Mitchill, Mr. Ortberg and Ms. Marks. Mr. Hayes elected to discontinue premium payments on his life insurance policy in 2019. Under this legacy program, UTC pays the premiums on a cash value life insurance contract owned by the executive. Life insurance benefits equal up to three times the executive’s actual or projected base salary at age 62. Once vested (age 55 or older with three years of service as an ELG member), UTC funds the policy to maintain coverage following retirement.
(d)	Dollar value of Company matching contributions made into the UTC Employee Savings Plan. UTC’s pension plans were closed to new participants effective January 1, 2010. ELG members hired after this date, including Mr. Mitchill, Mr. Ortberg, Ms. Marks and Mr. Johri, instead receive an additional age-based Company automatic contribution into the UTC Employee Savings Plan. Mr. Johri does have benefits accrued under the UTC pension plans with respect to his service before January 1, 2010, but due to his break in UTC service, he no longer accrues additional benefits. The amount shown for Mr. Ortberg represents matching and retirement contributions into the legacy Rockwell Collins qualified savings plan from January through March. Effective April 1, 2019, the Rockwell Collins savings plan was frozen, and Mr. Ortberg began to receive matching and retirement contributions into the UTC Employee Savings Plan. For further details on these UTC plans refer to page 58.
(e)	Dollar value of Company contributions to the UTC Savings Restoration Plan (“SRP”) and the UTC Company Automatic Contribution Excess Plan (“CACEP”). Under the SRP, participants who elect to defer into the plan are credited with a Company matching contribution for compensation over IRC limits. For executives hired on or after January 1, 2010, including Mr. Mitchill, Ms. Marks and Mr. Johri, the CACEP provides an age-based Company automatic contribution for compensation earned over IRC limits. The amounts shown for Mr. Ortberg represent matching and retirement contributions made under the legacy Rockwell Collins Non-Qualified Retirement Savings Plan, which was frozen effective December 31, 2019. For additional details on these UTC plans, see page 73 of this Proxy Statement.
(f)	Costs associated with relocation expenses, which include tax reimbursement payments of $53,205 for Mr. Ortberg and $47,264 for Mr. Gitlin.
(g)	Costs associated with a financial planning benefit available to ELG members.
(h)	Costs incurred by the Company associated with annual executive physicals and Company-covered healthcare benefits.

(6)	Mr. Ortberg served in the role of CEO of Collins Aerospace Systems until he transitioned to the role of Special Advisor to the Office of the Chairman & CEO on February 7, 2020. As noted on page 10, Mr. Ortberg has been nominated for election at the 2020 Annual Meeting. If the Merger occurs before the Annual Meeting, Mr. Ortberg will be appointed to the UTC Board immediately prior to the effective date of the Merger.
(7)	Mr. Johri served as UTC’s Executive Vice President & Chief Financial Officer through October 2019. He then transitioned to the role of Special Advisor to the Chairman & CEO.
(8)	Mr. McDonough served as an executive officer of UTC in his role as President of Carrier through May 2019, at which point he transitioned to the role of Chief Operating Officer of Carrier. In December 2019, he was appointed Special Advisor to the President & CEO of Carrier.

66     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION TABLES

GRANTS OF PLAN-BASED AWARDS

	Estimated Future Payouts under Equity Incentive Plan Awards(2)			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)(3)	Exercise or Base Price of Option Awards ($/Sh)(4)	Grant Date Fair Value of Stock and Option Awards ($)(5)
Grant Date(1)	Threshold (#)	Target (#)	Maximum (#)
G. Hayes
2/5/2019	4,640	58,000	116,000	–	–	–	$6,816,740
2/5/2019	–	–	–	–	321,000	$120.77	$6,535,560
N. Mitchill, Jr.
2/5/2019	400	5,000	10,000	–	–	–	$587,650
2/5/2019	–	–	–	–	27,500	$120.77	$559,900
2/5/2019(6)	–	–	–	8,285	–	–	$1,000,579
R. Ortberg
2/5/2019	2,144	26,800	53,600	–	–	–	$3,149,804
2/5/2019	–	–	–	–	148,000	$120.77	$3,013,280
D. Gitlin
2/5/2019	1,464	18,300	36,600	–	–	–	$2,150,799
2/5/2019	–	–	–	–	101,500	$120.77	$2,066,540
J. Marks
2/5/2019	1,464	18,300	36,600	–	–	–	$2,150,799
2/5/2019	–	–	–	–	101,500	$120.77	$2,066,540
A. Johri
2/5/2019	1,608	20,100	40,200	–	–	–	$2,362,353
2/5/2019	–	–	–	–	111,000	$120.77	$2,259,960
R. McDonough
2/5/2019	1,464	18,300	36,600	–	–	–	$2,150,799
2/5/2019	–	–	–	–	101,500	$120.77	$2,066,540
6/14/2019(6)	–	–	–	–	88,200	$125.30	$1,862,784
6/14/2019(6)	–	–	–	15,965	–	–	$2,000,415

(1)	The Committee approved the 2019 annual long-term incentive awards at its meeting on February 1, 2019, specifying February 5, 2019 as the award grant date.
(2)	Reflects the number of PSUs granted under the LTIP, which vest based on performance relative to EPS growth and ROIC goals (each weighted at 35%) and a relative TSR goal (weighted at 30%), except in certain limited circumstances as detailed in footnotes (2), (4) and (6) on pages 74-75. Vesting occurs following the three-year performance period and payouts can range from 8% of target, if threshold performance is achieved for the least weighted metric (relative TSR), to a maximum payout of 200%, if maximum performance is achieved for all three metrics. If UTC’s three-year TSR is negative, the payout for the TSR portion of the award is capped at 100%, regardless of UTC’s relative TSR performance versus the companies within the S&P 500. Each PSU corresponds to one share of UTC Common Stock. Unvested PSUs do not accrue dividend equivalents. Vested PSUs are settled in unrestricted shares of UTC Common Stock at the end of the performance period following the Committee’s review and approval of performance achievement levels.
(3)	Reflects the number of SARs granted under the LTIP, which vest and become exercisable three years from the grant date, subject to the executive’s continued employment, except in certain limited circumstances as detailed in footnotes (2), (4) and (6) on pages 74-75.
(4)	The SAR exercise price equals the NYSE closing price of UTC Common Stock on the grant date.
(5)	Grant date fair value of awards granted in 2019, with vesting assumed at 100% of target for performance-based awards. Values are calculated in accordance with FASB ASC Topic 718, but excluding the effect of estimated forfeitures.
(6)	Retention SAR and RSU awards granted to Mr. McDonough and retention RSU award granted to Mr. Mitchill. Both the SARs and RSUs vest three years from the grant date, subject to continued employment, except in certain limited circumstances as detailed in footnotes (2), (4) and (6) on pages 74-75. RSUs earn dividend equivalents during the vesting period that are reinvested as additional RSUs each time UTC pays a dividend to shareowners. The reinvested RSUs vest on the same date as the underlying RSUs.

United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement     67

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)
G. Hayes
2/5/2019	–	321,000(6)	$120.77	2/4/2029	–	–	116,000	$17,372,160
1/2/2018	–	161,000(7)	$128.16	1/1/2028	20,380(9)	$3,052,109	97,000	$14,526,720
1/3/2017	–	151,000(8)	$110.83	1/2/2027	21,932(10)	$3,284,536	57,570	$8,621,683
1/4/2016	264,000	–	$95.57	1/3/2026	–	–	–	–
1/2/2015	165,500	–	$115.04	1/1/2025	–	–	–	–
1/2/2014	71,500	–	$112.49	1/1/2024	–	–	–	–
1/2/2013	107,000	–	$84.00	1/1/2023	–	–	–	–
N. Mitchill, Jr.
2/5/2019	–	27,500(6)	$120.77	2/4/2029	8,469(11)	$1,268,317	10,000	$1,497,600
1/2/2018	–	11,500(7)	$128.16	1/1/2028	1,463(9)	$219,099	7,000	$1,048,320
2/13/2017	–	–	–	–	9,660(12)	$1,446,682	–	–
1/3/2017	–	10,500(8)	$110.83	1/2/2027	1,497(10)	$224,191	3,990	$597,542
1/4/2016	13,200	–	$95.57	1/3/2026	–	–	–	–
1/2/2015	6,900	–	$115.04	1/1/2025	–	–	–	–
9/2/2014	10,600	–	$109.04	9/1/2024	–	–	–	–
R. Ortberg
2/5/2019	–	148,000(6)	$120.77	2/4/2029	–	–	53,600	$8,027,136
12/3/2018	–	–	–	–	81,676(13)	$12,231,798	–	–
11/13/2017	–	–	–	–	30,341(14)	$4,543,868	–	–
11/13/2017	–	–	–	–	10,114(15)	$1,514,673	–	–
D. Gitlin
2/5/2019	–	101,500(6)	$120.77	2/4/2029	–	–	36,600	$5,481,216
1/2/2018	–	53,500(7)	$128.16	1/1/2028	6,793(9)	$1,017,320	32,200	$4,822,272
10/11/2017	–	–	–	–	35,737(16)	$5,351,973	–	–
1/3/2017	–	55,000(8)	$110.83	1/2/2027	7,917(10)	$1,185,650	20,862	$3,124,293
1/4/2016	79,000	–	$95.57	1/3/2026	–	–	–	–
1/2/2015	46,000	–	$115.04	1/1/2025	–	–	–	–
1/2/2014	24,500	–	$112.49	1/1/2024	–	–	–	–
11/12/2013	–	–	–	–	16,104(12)	$2,411,735	–	–
1/2/2013	18,900	–	$84.00	1/1/2023	–	–	–	–
8/1/2012	45,036	–	$74.79	7/31/2022	–	–	–	–
J. Marks
2/5/2019	–	101,500(6)	$120.77	2/4/2029	–	–	36,600	$5,481,216
1/2/2018	–	53,500(7)	$128.16	1/1/2028	6,793(9)	$1,017,320	32,200	$4,822,272
11/1/2017	–	–	–	–	17,511(12)	$2,622,447	–	–
11/1/2017	–	–	–	–	8,755(17)	$1,311,149	–	–

68     United Technologies Corporation Notice of 2020 Annual Meeting of Shareowners and Proxy Statement

COMPENSATION TABLES

	Option Awards				Stock Awards
	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable					Equity Incentive Plan Awards:	Equity Incentive Plan Awards:
Grant Date			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)	Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(4)	Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(5)
A. Johri
2/5/2019	–	111,000(6)	$120.77	2/4/2029	–	–	40,200	$6,020,352
1/2/2018	–	53,500(7)	$128.16	1/1/2028	6,793(9)	$1,017,320	32,200	$4,822,272
1/3/2017	–	51,500(8)	$110.83	1/2/2027	7,382(10)	$1,105,528	19,608	$2,936,494
1/4/2016	86,000	–	$95.57	1/3/2026	–