Textron (TXT) DEF 14ADefinitive proxy

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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

TEXTRON INC.

(Name of Registrant as Specified In Its Charter)

 
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Textron’s Global Network of Businesses 

	TEXTRON AVIATION Textron Aviation is home to the Beechcraft®, Cessna® and Hawker® aircraft brands and continues to be a leader in general aviation through two principal lines of business: aircraft and aftermarket. Aircraft includes sales of business jet, turboprop and piston aircraft, as well as special mission and military aircraft. Aftermarket includes commercial parts sales, maintenance, inspection and repair services.
	BELL Bell is a leading supplier of helicopters and related spare parts and services. Bell is the pioneer of the revolutionary tiltrotor aircraft. Globally recognized for world-class customer service, innovation and superior quality, Bell’s global workforce serves customers flying Bell aircraft in more than 130 countries.
	INDUSTRIAL Our Industrial segment offers two main product lines: fuel systems and functional components produced by Kautex; and specialized vehicles such as golf cars, recreational and utility vehicles, aviation ground support equipment and professional mowers, manufactured by Textron Specialized Vehicles businesses.
	TEXTRON SYSTEMS Textron Systems’ businesses provide innovative solutions to the defense, aerospace and general aviation markets. Product lines include unmanned systems, advanced marine craft, armored vehicles, intelligent software solutions, piston engines, simulation, training and other defense and aviation mission support products and services.
	FINANCE Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions for purchasers of Textron products, primarily Textron Aviation aircraft and Bell helicopters. For more than five decades, TFC has played a key role for Textron customers around the globe.

NOTICE OF ANNUAL MEETING

To the Shareholders of Textron Inc.:

The 2021 annual meeting of shareholders of Textron Inc. will be held on Wednesday, April 28, 2021 at 11 a.m., Eastern time. To support the health and well-being of our employees and shareholders, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2021. Shareholders will not be able to attend the meeting in person. At the meeting, our shareholders will be asked to do the following:

	To elect the ten director nominees named in the proxy statement to hold office until the next annual shareholders’ meeting;		Wednesday, April 28, 2021
	To approve Textron’s executive compensation on an advisory basis;		11:00 a.m. Eastern Daylight Time
	To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2021;		Virtual Meeting Site:
		www.virtualshareholdermeeting.com/TXT2021
	If properly presented at the meeting, to consider and act upon a shareholder proposal, set forth beginning on page 58 in the accompanying proxy statement, which is opposed by the Board of Directors; and
	To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2021 using the control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting.

As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 5, 2021, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested.

Whether or not you plan to attend the virtual meeting, we urge you to cast your vote as soon as possible so that your shares may be represented at the meeting. You may vote your shares via the Internet or by telephone by following the instructions included on the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card.

You are entitled to vote all shares of common stock registered in your name at the close of business on March 1, 2021. A list of shareholders entitled to vote at the 2021 annual meeting will be available for viewing during the Annual Meeting.

By order of the Board of Directors,

E. Robert Lupone
Executive Vice President, General Counsel and Secretary

Providence, Rhode Island
March 5, 2021

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	BY TELEPHONE Call the telephone number on your proxy card or voting instruction form.			BY MAIL If you received your materials by mail, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope.
	BY INTERNET You can vote your shares online at www.proxyvote.com.			BY ATTENDING THE VIRTUAL MEETING Attend the virtual meeting and vote your shares during the meeting at www.virtualshareholdermeeting.com/TXT2021

TEXTRON 2021 PROXY STATEMENT

TABLE OF CONTENTS

TEXTRON 2021 PROXY STATEMENT

TEXTRON 2021 PROXY STATEMENT

GENERAL

This proxy statement, which is first being made available to shareholders on or about March 5, 2021, is furnished in connection with the solicitation by the Board of Directors of Textron Inc. of proxies to be voted at the annual meeting of shareholders to be held on April 28, 2021, at 11:00 a.m. virtually via a live audio webcast and at any adjournments or postponements thereof. Shareholders will be able to attend the annual meeting, vote their shares and submit questions during the meeting at www.virtualshareholdermeeting.com/TXT2021.

SHAREHOLDERS WHO MAY VOTE

All shareholders of record at the close of business on March 1, 2021 will be entitled to vote. As of March 1, 2021, Textron had outstanding 226,925,206 shares of common stock, each of which is entitled to one vote with respect to each matter to be voted upon at the meeting. Proxies are solicited to give all shareholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 5, 2021, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online.

This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting, and help conserve natural resources. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested.

VOTING

Shareholders of record may vote via the Internet or by using the toll-free telephone number listed on the proxy card. Please follow the instructions for Internet or telephone voting provided on the proxy card or Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can vote by mail by following the instructions on the proxy card. If you vote via the Internet or by telephone, please do not return a signed proxy card. Shareholders who hold their shares through a bank or broker can vote via the Internet or by telephone if these options are offered by the bank or broker. If you received the proxy materials in paper form from your bank or broker, the materials include a voting instruction form so you can instruct the holder of record on how to vote your shares.

If voting by mail, please complete, sign, date and return your proxy card enclosed with the proxy statement in the accompanying postage-paid envelope. You can specify how you want your shares voted on each proposal by marking the appropriate boxes on the proxy card. If your proxy card is signed and returned without specifying a vote or an abstention on any proposal, it will be voted according to the recommendation of the Board of Directors on that proposal. That recommendation is shown for each proposal on the proxy card.

You also may vote your shares during the Annual Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/TXT2021 if you attend the meeting.

SAVINGS PLAN PARTICIPANTS

If you are a participant in a Textron savings plan with the Textron stock fund as an investment option, when you vote via the Internet or by telephone, or your proxy card is returned properly signed, the plan trustee will vote your proportionate interest in the plan shares in the manner you direct, or if you vote by mail and make no direction, in proportion to directions received from the other plan participants (except for any shares allocated to your Tax Credit Account under the Textron Savings Plan which will be voted only as you direct). All directions will be held in confidence.

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CHANGING OR REVOKING A PROXY

Whether voting by mail, via the Internet or by telephone, if you are a shareholder of record, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, voting via the Internet or by telephone at a later time, delivering a written notice of revocation to Textron’s Secretary, or voting during the meeting. If your shares are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by voting during the annual meeting.

REQUIRED VOTE

A quorum is required to conduct business at the meeting. A quorum requires the presence, including by proxy, of the holders of a majority of the issued and outstanding shares entitled to vote at the meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when you fail to provide voting instructions to your broker for shares owned by you but held in the name of your broker and your broker does not have authority to vote without instructions from you. Under those circumstances, your broker may be authorized to vote for you without your instructions on routine matters but is prohibited from voting without your instructions on non-routine matters. The ratification of independent registered public accountants is a routine matter on which your broker may vote your shares without your instructions. Non-routine matters include the election of directors, the advisory vote to approve Textron’s executive compensation and the shareholder proposal. Those items for which your broker cannot vote result in broker non-votes.

Election of each of the nominees for director requires a vote of the majority of the votes cast at the meeting, which means that the number of shares voted “for” a nominee for director must exceed the number of shares voted “against” that nominee. Abstentions and broker non-votes are not counted for this purpose and will have no effect on the outcome of the election.

Approval of all other matters to be voted on at the meeting requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes “against” the proposal, and broker non-votes (when applicable) will have no effect on the outcome of the vote.

COSTS OF PROXY SOLICITATION

Textron pays the cost of this solicitation of proxies. Textron will request that persons who hold shares for others, such as banks and brokers, solicit the owners of those shares and will reimburse them for their reasonable out-of-pocket expenses for those solicitations. In addition to solicitation by mail, Textron employees may solicit proxies by telephone, by electronic means and in person, without additional compensation for these services. Textron has hired Alliance Advisors, LLC of Bloomfield, New Jersey, a proxy solicitation organization, to assist in this solicitation process for a fee of $16,500, plus reasonable out-of-pocket expenses.

CONFIDENTIAL VOTING POLICY

Under Textron’s policy on confidential voting, individual votes of shareholders are kept confidential from Textron’s directors, officers and employees, except for certain specific and limited exceptions. Comments of shareholders written on proxies or ballots are transcribed and provided to Textron’s Secretary. Votes are counted by Broadridge Financial Solutions, Inc. and certified by an independent Inspector of Election.

ATTENDING THE MEETING

The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.

To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2021 using the control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting.

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Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual meeting, please call the support team at the toll-free number on the virtual Annual Meeting log-in page which will be available beginning 15 minutes prior to the meeting.

You can view the Agenda and the Rules of Conduct for the Annual Meeting after you log-in to the virtual meeting website at
www.virtualshareholdermeeting.com/TXT2021. Shareholders may submit questions related to the Company’s business or governance or related to the items of business set forth on the Agenda during the Annual Meeting at www.virtualshareholdermeeting.com/TXT2021. The Rules of Conduct will also be available beginning five days prior to the Annual Meeting (on or prior to April 23, 2021) at www.proxyvote.com.

A webcast playback of the Annual Meeting will be available at www.virtualshareholdermeeting.com/TXT2021 within approximately 24 hours after the completion of the meeting. If any shareholder questions that comply with the Rules of Conduct are submitted but not answered during the meeting, we will post responses to those questions with the Annual Meeting materials on Textron’s website, www.textron.com, under “Investors.”

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BOARD MEMBERSHIP QUALIFICATIONS

The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance Committee. All of our current Board members share certain qualifications and attributes consistent with these criteria, which are set forth in the Company’s Corporate Governance Guidelines and Policies and are summarized below:

Board Membership Criteria

NOMINEES FOR DIRECTOR

At the 2021 annual meeting, ten directors are to be elected to hold office until the 2022 annual meeting and until their successors have been elected and qualified. All ten nominees are currently Textron directors. It is the intention of the persons named as proxies for the annual meeting, unless otherwise instructed, to vote “for” each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee designated by the present Board.

Our Nominating and Corporate Governance Committee and our Board have determined that each of our directors has the experience, attributes and skills needed to collectively comprise an effective and well-functioning Board. Textron’s directors have experience with businesses that operate in industries in which Textron operates or that involve skills that are integral to Textron’s operations.

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Our director nominees offer an effective mix of relevant experience and skills, as illustrated below (by percentage of board members):

Director Experience and Skills

Although the Nominating and Corporate Governance Committee does not have a formal policy for considering diversity in identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. During its recent refreshment process, increasing the diversity of the Board, including with respect to gender and racial diversity, was a significant focus in developing the pool from which we identified qualified director candidates. Our Board provides diverse and independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:

Number of Independent Directors	Balanced Tenure	Gender/Racial/Ethnic Diversity

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Biographical information about each nominee, as well as highlights of the specific experience, qualifications, attributes and skills of our individual Board members, are included below:

	Kathleen M. Bader Director Since 2004		Experience, Qualifications, Attributes and Skills •  Comprehensive experience in strategic planning and change management •  Expertise in managing strategic business process implementation within global industrial business environments •  Extensive experience in advancing customer loyalty and employee satisfaction •  Expertise in expansion of international business
			Ms. Bader, 70, was President and Chief Executive Officer of NatureWorks LLC, which makes proprietary plastic resins and was formerly known as Cargill Dow LLC, until her retirement in January 2006. Formerly, she was a Business President of a $4.2 billion plastics portfolio at the Dow Chemical Company, a diversified chemical company. She joined Dow in 1973 and held various management positions in Dow’s global and North American operations, before becoming Chairman, President and Chief Executive Officer of Cargill Dow LLC, at the time an equal joint venture between Dow and Cargill Incorporated, in February 2004. She assumed the position of President and Chief Executive Officer of NatureWorks in February 2005 following Cargill’s acquisition of Dow’s interest in Cargill Dow. Ms. Bader also served for seven years on President Bush’s Homeland Security Advisory Council.
R. Kerry Clark Director Since 2003			Experience, Qualifications, Attributes and Skills •  Extensive expertise in establishing brand equity worldwide and extending strategic initiatives globally •  Leadership skills in enhancing customer service and advancing customer relationships •  Significant experience in corporate governance, talent development, change management, marketing and business development •  Audit Committee Financial Expert
			Mr. Clark, 68, is the retired Chairman and Chief Executive Officer of Cardinal Health, Inc., a leading provider of services supporting the health care industry. He joined Cardinal Health in April 2006 as President and Chief Executive Officer, became Chairman in November 2007 and retired in September 2009. Prior to joining Cardinal Health he was Vice Chairman of the Board, P&G Family Health, and a director of The Procter and Gamble Company, which markets consumer products in over 140 countries, from 2002–2006. He joined Procter and Gamble in 1974 and served in various key executive positions before becoming Vice Chairman of the Board in 2002 and held that position until leaving the company in April 2006. Mr. Clark became a director of General Mills, Inc. in 2009 and a director of Anthem, Inc. in 2014. He served as a director of Avnet, Inc. from 2012 through 2019.

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	Lionel L. Nowell III Director Since 2020		Experience, Qualifications, Attributes and Skills •  Deep expertise in treasury functions, including debt, investments, capital markets strategies, foreign exchange and insurance •  Significant experience in financial reporting and accounting of large international businesses •  Extensive global perspective in risk management and strategic planning •  Audit Committee Financial Expert
			Mr. Nowell, 66, is the retired Senior Vice President and Treasurer of PepsiCo, Inc., a worldwide food and beverage company, where he managed a global staff with responsibility for the company’s worldwide Treasury function. He joined PepsiCo in 1999 as Senior Vice President and Corporate Controller, and from 2000-2001 served as the Executive Vice President and Chief Financial Officer of Pepsi Bottling Group, Inc. before being named Senior Vice President and Treasurer of PepsiCo in 2001, a role he held until his retirement in 2009. Prior to PepsiCo, Mr. Nowell served as Senior Vice President, Strategy and Business Development at RJR Nabisco from 1998 to 1999 and from 1991 to 1998, he held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice and Häagen-Dazs businesses. Earlier in his career, he held finance roles at Pizza Hut, which at the time was a division of PepsiCo, and Owens Corning. Mr. Nowell served as a director of American Electric Power Company from 2004 to 2020. He has served as a director of Bank of America Corporation since 2013 and Ecolab Inc. since 2018.

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The Board of Directors recommends a vote “FOR” each of the director nominees (Items 1a through 1j on the proxy card).

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GOVERNANCE HIGHLIGHTS

Textron is committed to sound corporate governance practices, including the following:

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DIRECTOR INDEPENDENCE

The Board of Directors has determined that Mses. Bader, James and Zuber and Messrs. Clark, Conway, Gagné, Heath, Nowell and Ziemer, are independent, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below. The Board had previously determined that Lawrence K. Fish and Lloyd G. Trotter, both of whom served as a director for a portion of 2020, were independent under such standards as well. In making its determination, the Board examined relationships between directors or their affiliates with Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2020, the Textron Charitable Trust made a $20,000 donation to The Marine Corps University Foundation, an organization for which Mr. Conway served as Chairman through October 2020, and a $20,000 donation to the Semper Fi Wounded Warrior Fund, an organization for which Mr. Conway’s wife serves as Board Vice President. In addition, the Board considered that, in 2020, the Textron Charitable Trust made a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised either director’s independence as a Textron director.

LEADERSHIP STRUCTURE

Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board has determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer serves the best interests of Textron and its shareholders. This is because the Board believes that the CEO, with his extensive knowledge of the Company’s businesses and full time focus on the business affairs of the Company, makes a more effective Chairman than an independent director, especially given the size and multi-industry nature of the Company’s business. The Board has committed to review, at least once every two years, whether combining these positions serves the best interests of Textron and its shareholders.

Our independent directors elect a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Currently, Mr. Gagné serves as Lead Director. Following the Annual Meeting, Mr. Clark will assume the role of Lead Director as Mr. Gagné will have completed his three-year term. The Lead Director is assigned clearly defined and expansive duties under our Corporate Governance Guidelines and Policies, including:

Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at these sessions and at any additional executive sessions convened at the request of a director. During 2020, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.

The functions of the Board are carried out by the full Board, and, when delegated, by the Board committees, with each director being a full and equal participant. The Board is committed to high standards of corporate governance and its Corporate Governance Guidelines and Policies were designed, in part, to ensure the independence of the Board and include a formal process for the evaluation of CEO performance by all non-management Board members. The evaluation

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is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO. In addition, the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides that the committee may seek the counsel of independent advisors and each routinely meets in executive session without management present. The Board and each of its three principal committees perform an annual self-evaluation.

MEETING ATTENDANCE

During 2020, the Board of Directors held six regular meetings and one special meeting. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All directors attended the 2020 annual meeting of shareholders.

OTHER DIRECTORSHIPS

Textron’s Corporate Governance Guidelines and Policies provide that non-management directors may serve on four other public company boards, provided that, in the case of a director who is a chief executive officer of a public company, the limit is two other such boards.

BOARD COMMITTEES

The Board of Directors has established the following three standing committees to assist in executing its duties: Audit, Nominating and Corporate Governance, and Organization and Compensation. The primary responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2020. Each of these committees is composed entirely of independent, non-management directors. Each of these committees has a written charter. Copies of these charters are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and are also available in print upon request to Textron’s Secretary.

Member Name		AUDIT COMMITTEE		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		ORGANIZATION AND COMPENSATION COMMITTEE
Kathleen M. Bader
R. Kerry Clark
James T. Conway
Paul E. Gagné*
Ralph D. Heath
Deborah Lee James
Lionel L. Nowell III
James L. Ziemer
Maria T. Zuber

Member

Chair

Audit Committee Financial Expert

* Lead Director

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The Board has determined that each member of the Audit Committee is independent as defined under the listing standards of the New York Stock Exchange applicable to audit committee members. No member of the committee simultaneously serves on the audit committees of more than three public companies. The Board of Directors has determined that Mr. Clark, Mr. Gagné, Mr. Heath and Mr. Nowell each are “audit committee financial experts” under the criteria adopted by the Securities and Exchange Commission. Following the Annual Meeting, Mr. Clark, who will have completed his term as Chair of the Audit Committee, will step down as Chair, remaining on the committee, and Mr. Nowell will assume the role of Chair of the committee.

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined under the New York Stock Exchange listing standards. Following the Annual Meeting, Mr. Clark will join the Nominating and Corporate Governance Committee, replacing Mr. Nowell who will become Chair of the Audit Committee.

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See the Compensation Discussion and Analysis (CD&A) beginning on page 23 for more information on the Organization and Compensation Committee’s processes and the role of management and consultants in determining the form and amount of executive compensation. The Board of Directors has determined that each member of the committee is independent as defined under the New York Stock Exchange listing standards applicable to compensation committee members.

EXECUTIVE COMMITTEE

Textron’s Board also maintains an Executive Committee which has the power, between meetings of the Board of Directors, to exercise all of the powers of the full Board, except as specifically limited by Textron’s By-Laws and Delaware law. Currently, Mr. Donnelly, Mr. Clark, Mr. Conway, Mr. Gagné and Mr. Ziemer comprise the Executive Committee, which did not meet during 2020.

RISK OVERSIGHT

The Board oversees the Company’s enterprise risk management process. Management reviews the process, including identification of key risks and steps taken to address them, with the full Board on a periodic basis. These reviews occur at an annual dedicated risk management session and as part of the Board’s annual review of the Company’s strategy. Although the full Board is responsible for this oversight function, the Organization and Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee assist the Board in discharging its oversight duties.

The Organization and Compensation Committee reviews risks related to the subject matters enumerated in its charter, including risks associated with the Company’s compensation programs, and assesses whether risks arising from the Company’s compensation policies and practices for senior executives are reasonably likely to have a material adverse effect on the Company. The Nominating and Corporate Governance Committee considers risks related to the subject matters for which it is responsible as identified in its charter, including risks associated with corporate governance. Similarly, the Audit Committee discusses with management and the independent auditor, as appropriate, (i) risks related to its duties and responsibilities as described in its charter, (ii) management’s policies and processes for risk assessment and risk management, including with respect to cybersecurity risks, and (iii) in the period between the Board’s risk oversight reviews, management’s evaluation of the Company’s major risks and the steps management has taken or proposes to take to monitor and mitigate such risks.

Accordingly, while each of the three committees contributes to the risk management oversight function by assisting the Board in the manner outlined above, the Board itself remains ultimately responsible for the oversight of risk, and receives report outs from each of the committees, as well as periodic reports from management addressing the various risks, including those related to financial and other performance, cybersecurity and human capital matters.

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CORPORATE GOVERNANCE GUIDELINES AND POLICIES

Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February 2020, meet or exceed the listing standards adopted by the New York Stock Exchange and are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Corporate Governance Guidelines and Policies,” and are also available in print upon request to Textron’s Secretary.

CODE OF ETHICS

Textron’s Business Conduct Guidelines, originally adopted in 1979 and most recently revised in September 2010, are applicable to all employees of Textron, including the principal executive officer, the principal financial officer and the principal accounting officer. The Business Conduct Guidelines are also applicable to directors with respect to their responsibilities as members of the Board of Directors. The Business Conduct Guidelines are posted on Textron’s website, www.textron.com, under “Corporate Responsibility—Ethics and Compliance--Textron’s Business Conduct Guidelines,” and are also available in print upon request to Textron’s Secretary. We intend to post on our website, at the address specified above, any amendments to the Business Conduct Guidelines or the grant of a waiver from a provision of the Business Conduct Guidelines requiring disclosure under applicable Securities and Exchange Commission rules within four business days following the date of the amendment or waiver.

BOARD OVERSIGHT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

The Board of Directors recently revised the charter of the Nominating and Corporate Governance Committee to specifically include as one of its responsibilities assisting the Board in fulfilling its oversight responsibilities relating to the Company’s policies and practices regarding environmental, social and governance (“ESG”) matters that are significant to the Company. Our other Board Committees also have oversight responsibility for ESG topics under their purview. The Executive Vice President, General Counsel and Chief Compliance Officer of the Company reports to the Audit Committee of the Board of Directors on both legal, ethics and compliance matters and environmental, health and safety matters at each Audit Committee meeting. The Organization and Compensation Committee has oversight of management succession, talent development and diversity and inclusion efforts. The Audit Committee and the full Board are also directly engaged with E&S risk areas through our comprehensive enterprise risk management program.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Textron is committed to being a responsible corporate citizen. Our corporate responsibility efforts include the following focus areas:

greenhouse gas emissions, energy use, water use and waste generation.

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Each year we publish a Corporate Responsibility Report which highlights the actions we have taken during the past year in these and other environmental, social and governance focus areas. The report is available on our website at Textron.com/CorpResponsibility/corporate-responsibility-report. Information in the Corporate Responsibility Report and on our website is not incorporated by reference into this Proxy Statement or considered to be part of this document.

SHAREHOLDER COMMUNICATIONS TO THE BOARD

Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the non- management directors as a group or with any individual director may do so by calling (866) 698-6655 (toll-free) or (401) 457-2269, writing to Board of Directors at Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903, or by e-mail to textrondirectors@textron.com. The telephone numbers and addresses are also listed on the Textron website. All communications received via the above methods will be sent to the Board of Directors, the Lead Director, the non- management directors or the specified director.

DIRECTOR NOMINATIONS

Nominees suggested by shareholders will be communicated to the Nominating and Corporate Governance Committee for consideration in the committee’s selection process. Shareholder-recommended candidates are evaluated using the same criteria used for other candidates. The committee also periodically retains a third-party search firm to assist in the identification and evaluation of candidates.

Textron’s By-Laws contain a provision which imposes certain requirements upon nominations for directors made by shareholders, including proxy access nominees, at the annual meeting of shareholders or a special meeting of shareholders at which directors are to be elected. Shareholders wishing to nominate an individual for director at the annual meeting must submit timely notice of nomination within the time limits described below, under the heading “Shareholder Proposals and Other Matters for 2022 Annual Meeting” on page 61, to the committee, c/o Textron’s Secretary, along with the information described in our By-Laws.

All candidates are evaluated against the Board’s needs and the criteria for membership to the Board set forth above. The committee must also take into account our By-Laws which provide, without provision for exemption, condition or waiver, that no person shall be elected a director who has attained the age of 75. In addition, the Corporate Governance Guidelines and Policies provide that a substantial majority of the Company’s directors must be independent under the standards of the New York Stock Exchange. All recommendations of nominees to the Board by the committee are made solely on the basis of merit.

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COMPENSATION OF DIRECTORS

During 2020, for their service on the Board, non-employee directors were paid an annual cash retainer of $125,000 and, on the date of the 2020 Annual Meeting, were issued stock-settled restricted stock units (“RSUs”), valued at $145,000. The RSUs will vest in one year unless the director elects to defer settlement of the RSUs until the director’s separation from service on the Board. The annual cash retainer and the RSUs are prorated for directors who serve on the Board for a portion of the year.

Each member of the Audit Committee (including the chair) received an additional cash retainer of $15,000, and the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee received, respectively, an additional $15,000, $15,000 and $20,000, and the Lead Director received an additional $35,000. In addition, Textron reimburses each director for his or her expenses in attending Board or committee meetings.

Textron maintains a Deferred Income Plan for Non-Employee Directors (the “Directors’ Deferred Income Plan”) under which they can defer all or part of their cash compensation until retirement from the Board. Deferrals are made either into an interest-bearing account which bears interest at a monthly rate that is one-twelfth of the greater of 8% and the average for the month of the Moody’s Corporate Bond Yield Index, but in either case, not to exceed a monthly rate equal to 120% of the Applicable Federal Rate as provided under Section 1274(d) of the Internal Revenue Code, or into an account consisting of Textron stock units, which are equivalent in value to Textron common stock. Textron credits dividend equivalents to the stock unit account. Prior to the 2020 Annual Meeting, non-employee directors’ retainers were structured as cash arrangements, but non-employee directors were required to defer a portion of their annual retainer into the stock unit account. As reflected in the table below, the prorated amount of their 2020 retainers that were mandatorily deferred as stock units was $48,333.

Textron sponsors a Directors Charitable Award Program that was closed to new participants in 2004. Under the program, Textron contributes up to $1,000,000 to the Textron Charitable Trust on behalf of each participating director upon his or her death, and the Trust donates 50% of that amount in accordance with the director’s recommendation among up to five charitable organizations. Textron currently maintains life insurance policies on the lives of the participating directors, the proceeds of which may be used to fund these contributions. The premiums on the policies insuring our current directors who participate in this program (Ms. Bader and Messrs. Clark and Gagné) have been fully paid so there were no expenditures associated with these policies during 2020. The directors do not receive any direct financial benefit from this program as the insurance proceeds and charitable deductions accrue solely to Textron. Non-employee directors also are eligible to participate in the Textron Matching Gift Program under which Textron will match contributions of directors and full-time employees to eligible charitable organizations at a 1:1 ratio up to a maximum of $7,500 per year.

Non-employee directors are eligible to receive awards granted under the Textron Inc. 2015 Long-Term Incentive Plan. In addition to the RSUs described above, they receive a one-time grant of 2,000 shares of restricted stock (the “Restricted Shares”) upon joining the Board. The Restricted Shares do not vest until the director has completed at least five years of Board service and all successive terms of Board service to which he or she is nominated and elected or in the event of death or disability or a change in control of Textron.

None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board or its committees.

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Director Compensation Table

The following table provides 2020 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 41.

DIRECTOR STOCK OWNERSHIP REQUIREMENTS

In order to align the financial interests of our directors with the interests of our shareholders, we require that our directors maintain a specified level of stock ownership equal to eight times the portion of their annual retainer payable in cash. Toward this end, prior to 2020 we required all non-employee directors to defer a minimum of $135,000 of their annual retainer into the stock unit account of the Directors’ Deferred Income Plan and, in 2020, we issued RSUs to directors valued at $145,000. All directors currently meet the stock ownership requirement, which allows them to achieve the required level of ownership over time in the case of directors who have more recently joined the Board. We also have a stock retention policy restricting non-employee directors from transferring the Restricted Shares or the stock units credited under the Directors’ Deferred Income Plan while they serve on the Board. To the extent that directors do not defer settlement of their RSUs, they may not sell shares of common stock received upon vesting of RSUs unless the stock ownership requirement has been met.

ANTI-HEDGING AND PLEDGING POLICY

Our directors are prohibited from (i) pledging Textron securities as collateral for any loan or holding Textron securities in a margin account or (ii) engaging in short sales of Textron securities or transactions in publicly-traded options or derivative securities based on Textron’s securities.

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The following table sets forth information regarding the beneficial ownership of our common stock as of January 1, 2021, unless otherwise noted, by:

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options that are exercisable, or restricted stock units that will vest, within 60 days of January 1, 2021, and shares held for the executive officers by the trustee under the Textron Savings Plan, are considered outstanding and beneficially owned by the person holding the option or unit or participating in the Plan but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Each shareholder listed below has sole voting and investment power with respect to the shares beneficially owned, except in those cases in which the voting or investment power is shared with the trustee or as otherwise noted.

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The Audit Committee of the Board of Directors has furnished the following report on its activities:

The committee reviewed and discussed the audited consolidated financial statements and the related schedule in the Annual Report referred to below with management. The committee also reviewed with management and the independent registered public accounting firm (the “independent auditors”) the reasonableness of significant judgments, including critical audit matters, and the clarity of disclosures in the financial statements, the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the committee by applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. In addition, the committee discussed with the independent auditors the auditors’ independence from management and the Company. This discussion included the matters in the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence and considered the possible effect of non- audit services on the auditors’ independence.

The committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits and met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, including internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The committee also reviewed the Company’s compliance program. Six committee meetings were held during the year.

In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited consolidated financial statements and the related schedule be included in the Annual Report on Form 10-K for the fiscal year ended January 2, 2021, to be filed with the Securities and Exchange Commission. The committee also reported to the Board that it had selected Ernst & Young LLP as the Company’s independent auditors for 2021 and recommended that this selection be submitted to the shareholders for ratification. In determining whether to reappoint Ernst & Young LLP as the Company’s independent auditor, the committee took into consideration a number of factors, including the quality of the committee’s ongoing discussions with Ernst & Young LLP and an assessment of the professional qualifications and past performance of the lead audit partner and Ernst & Young LLP.

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The Organization and Compensation Committee of the Board of Directors has furnished the following report:

The Committee reviewed the Compensation Discussion and Analysis to be included in Textron’s 2021 Proxy Statement and discussed that Analysis with management.

Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Textron’s 2021 Proxy Statement and Textron’s Annual Report on Form 10-K for the fiscal year ended January 2, 2021.

This report is submitted by the Organization and Compensation Committee.

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EXECUTIVE SUMMARY

Key 2020 Performance Highlights

During 2020, the global pandemic caused by the novel coronavirus, known as “COVID-19”, led to worldwide facility closures, workforce disruptions, supply chain destabilizations, reduced demand for many products and services, volatility in the capital markets and uncertainty in the economic outlook. Our operations experienced and continue to experience various degrees of disruption due to the unprecedented conditions surrounding the pandemic. While some of our commercial manufacturing facilities had temporarily closed during the first quarter of 2020 through the latter part of the second quarter due to reduced demand for certain of our products, substantially all manufacturing activities had resumed in the third quarter. In the second half of the year, our commercial businesses have generally experienced an increase in customer demand compared with the first half of 2020, however demand has not resumed to pre-pandemic levels.

In the first quarter of 2020, following the onset of the pandemic, we strengthened our cash position by issuing $650 million in senior debt and by borrowing $500 million under a new 364-Day Term Loan Credit Agreement. We also temporarily suspended share repurchases and took other measures to reduce costs and conserve cash, including employee furloughs at many of our commercial businesses and at corporate headquarters, reducing capital expenditures and delaying certain research and development projects. In the second quarter, we continued most of the measures taken in the first quarter to reduce costs and conserve cash and initiated a restructuring plan at certain of our businesses to further reduce costs. During the remainder of the year, we continued our focus on managing our businesses through the impacts of the pandemic while investing in future products and technologies. 

Key financial highlights for 2020 include:

Business highlights of the year include:

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Overview of 2020 Executive Compensation Decisions

As described further below, executive compensation decisions affecting our named executive officers’ 2020 compensation included the following:

Executive Compensation Highlights

The Committee receives regular briefings from its consultant on evolving best practices in executive compensation. The following summarizes key aspects of our executive compensation program:

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New Long-Term Incentive Compensation Program Design for 2020

For 2020, the Committee implemented a new design for Textron’s long-term incentive compensation (“LTIC”) program for executives. During 2019, the Committee had conducted a thorough and diligent process to update the LTIC program. This process included extensive engagement with the Company’s shareholders to obtain their views and preferences on LTIC design, as well as an in-depth review of the Company’s executive compensation program with the assistance of the Committee’s new independent compensation consultant. This review focused on our LTIC program and included benchmarking competitive pay practices against peer companies, reviewing the efficacy of our program’s performance metrics in driving strategic business objectives and analyzing other potential long-term performance metrics.

The changes to our LTIC program to address the clear preferences of our shareholders as well as several changes made to align our program with peer company practice or to achieve objectives identified by the Committee are summarized in the following chart:

2020 Long-Term Incentive Compensation (“LTIC”) Program Changes

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2020 Say-on-Pay Advisory Vote on Executive Compensation and 2020 Shareholder Outreach

Executive compensation decisions at Textron are made by the Committee. One of the guiding objectives of Textron’s compensation program, as established by the Committee, is to align executive compensation with shareholder value creation. Therefore, the Board and the Committee carefully consider the full range of shareholder feedback and vote outcomes from our Annual Meeting each year. At our 2020 Annual Meeting, 66% of our shareholders approved our advisory say-on-pay vote on 2019 executive compensation, an 11% improvement over the previous year, but still lower than the above 90% levels that our say-on- pay votes had obtained prior to 2019. We again engaged in proactive shareholder outreach in Fall of 2020 to hear the views of our shareholders on our new program design, as well as to discuss environmental, social and governance (“ESG”) matters.

We contacted shareholders representing over 70% of our outstanding shares to engage with them and hear their views on our executive compensation program. While many shareholders provided us with feedback that they did not believe a call was necessary or did not respond, shareholders representing approximately 34% of our outstanding shares participated in engagement calls with our Executive Vice President, Human Resources, our Vice President of Investor Relations, and our Senior Executive Counsel. Our Executive Director, Environmental, Health & Safety also participated on several calls. During these calls, shareholders provided positive feedback with respect to the announced design changes to our long-term incentive compensation program for 2020, with acknowledgement that shareholders will evaluate the program’s pay for performance alignment once the program’s three-year cycles begin to be completed. Shareholders with whom we discussed compensation stated that they did not believe additional changes were needed to our executive compensation program beyond those already announced. We also had robust discussions with shareholders around ESG topics and COVID-19’s impact on Textron, including shareholders’ views on executive compensation adjustments as a result of COVID-19 impacts. Throughout this process, shareholder feedback on compensation matters was presented and discussed with the Committee and shared with our Board.

Compensation Philosophy

Textron’s compensation philosophy is to establish target total pay with reference to a talent peer group median and to tie a substantial portion of our executives’ compensation to performance against objective business goals and stock price performance. This approach helps us to recruit and retain talented executives, incentivizes our executives to achieve desired business goals and aligns their interests with the interests of our shareholders.

2020 Compensation Program Components

Total pay for Textron’s executives consists of base salary, annual incentive compensation and long-term incentive compensation. Our annual incentive compensation is designed to reward performance against annual business goals established by the Committee at the beginning of each year and is payable in cash.

The long-term incentive compensation program is directly linked to stock price through three award types: performance share units (“PSUs”), restricted stock units (“RSUs”) and stock options. Beginning in 2020, PSUs represent 50% of long-term incentives awarded to our NEOs and will be earned based on performance against pre-established business goals set by the Committee as well as based on relative total shareholder return (“TSR”), all measured over a three-year performance period. PSUs are payable in cash based upon our stock price at the end of the performance cycle.

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2020 Incentive Compensation Payouts

The three performance goals set by the Committee for 2020’s annual incentive compensation program focused on profitability, cash flow and hiring diversity, which are key business priorities for Textron. For 2020, the payout for the annual incentive compensation program was 40.1% of target for our CEO, reflecting below target performance for both the profitability and cash flow goals due to the unprecedented impact of the COVID-19 pandemic on our businesses. For the other NEOs, the Committee determined to exclude COVID-19-related idle facility costs when calculating Company performance against the 2020 annual incentive compensation financial goals resulting in an annual incentive payout of 65.2% of target.

PSUs awarded for the 2018–2020 performance cycle were subject to profitability and cash flow goals set annually by the Committee during the three-year performance period, after which the Committee could apply a negative discretionary adjustment. Performance against these goals resulted in a multiplier of 82.1% of the number of PSUs granted, to which the Committee applied a 15% discretionary reduction based on its review of relative total shareholder return and other factors. This adjustment resulted in a final number of units paid of 69.8% of the initial number of 2018–2020 PSUs granted. 

OVERVIEW AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAM

The objectives of Textron’s compensation program for executive officers are:

To achieve these objectives, the Committee uses the following five guidelines for designing and implementing executive compensation programs at Textron:

Target total pay should be set in reference to the median target total pay of a talent peer group

Incentive compensation payout should be higher when Textron performs well and lower if Textron underperforms

Performance goals should align interests of executives with long-term interests of shareholders

Compensation programs should not incentivize executives to conduct business in ways which could put the Company at undue risk

Indirect compensation should provide the same level of benefits given to other salaried employees

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TARGET PAY 

How Does the Committee Establish Target Pay?

Target total pay consists of three components: (i) base salary, (ii) target annual incentive compensation and (iii) target long- term incentive compensation. In establishing target pay, the Committee addresses each component with reference to a talent peer group median and makes its determinations based on individual responsibilities, complexity of position versus that of the market benchmarks, performance, experience and future potential. The target incentive compensation components are established as a percentage of base salary, varying for each NEO. The objectives of the three components are as follows:

Component Objective Base Salary Provide market-competitive fixed pay reflective of an executive’s responsibilities, position, experience and performance At-Risk Compensation Target Annual Incentive Focus executives on executing the Company’s short-term business goals Target Long-Term Incentive Align executive compensation with increasing long-term shareholder value

How Does the Committee Select the Talent Peer Group?

The Committee references a “talent” peer group of companies, recommended by its independent compensation consultant and approved by the Committee, as part of its process in establishing target pay for each NEO. The compensation consultant advised the Committee that revenue/market capitalization and industry/business fit are the most important factors in establishing this group of companies to provide appropriate references for target pay levels, followed by global reach and peer similarity, as well as availability of compensation data. Selection criteria for the talent peer group used to set 2020 compensation included:

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The table below lists the 2019 talent peer group companies and Textron showing fiscal 2018 revenues. The 2019 talent peer group was referenced in setting target pay for 2020.

2019 Talent Peer Group

The 2020 talent peer group referenced in setting target pay for 2021 was changed to remove Ingersoll-Rand Plc due to a spin-off and merger of its industrial segment, leaving a company which no longer meets our industry selection criteria for the peer group.

TEXTRON 2021 PROXY STATEMENT     29

How did the Committee Make 2020 Target Pay Decisions?

Prior to making decisions on compensation, the Committee reviewed the following items:

Additionally, the CEO provided input to the Committee regarding compensation decisions for NEOs other than himself, including his assessment of each individual’s responsibilities and performance, the complexity of their position against market benchmarks, their experience and future potential. In approving 2020 target pay the Committee considered the CEO’s input and made its own assessment of competitive pay and performance.

The Committee’s philosophy has been to provide target total direct compensation for our CEO at levels generally competitive with market median, taking into consideration Mr. Donnelly’s longer tenure and leadership contributions. In addition, the Committee has placed greater emphasis on increases in long-term incentive compensation, which is tied to the Company’s stock price performance and, with respect to PSUs, is heavily performance-based, in order to align Mr. Donnelly’s interests with our shareholders’ interests. This approach has resulted in a pay mix that is in close alignment with talent peer company practices which also emphasize incentive pay.

After considering the Company’s 2019 financial results and stock price performance, as well as the benchmarking study, the Committee determined not to increase 2020 compensation for Messrs. Donnelly, Connor or Lupone.

With respect to Ms. Duffy, the Committee increased her base salary, with the corresponding increases in target annual and target long-term incentive compensation, by approximately 9% in order to move Ms. Duffy’s compensation closer to market median of the talent peer group companies.

What is the Target Pay and Pay Mix for Our Executives?

The following table shows 2020 target total pay, along with the target for each component of target total pay, for Textron’s NEOs that was established at the Committee’s January 2020 meeting. Target direct compensation was maintained at 2019 levels for our CEO and all other NEOs, except that Ms. Duffy’s target was increased consistent with the competitive range of the talent peer group companies.

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				CEO Target Pay Mix	NEO Target Pay Mix (Excluding CEO)
	Approximately 91% of our CEO’s pay mix and on average approximately 76% of our other NEOs’ pay mix is tied to Company performance, including stock price performance (“at-risk”).

2020 INCENTIVE COMPENSATION PROGRAMS

How Does Our 2020 Incentive Compensation Work?

Based on feedback received during our engagement with shareholders, the Committee did not revise the structure of our annual incentive compensation program for 2020, maintaining it consistent with prior years as summarized in the table below. As described above, we made extensive changes to our long-term incentive compensation (“LTIC”) program for grants made in 2020.

Our long-term incentive compensation program includes three award types: PSUs, RSUs and stock options. This mix of award types encourages executives to focus on meeting performance goals established by the Committee, remaining with Textron as awards vest and increasing long-term shareholder value. For 2020, PSUs represent 50% of target LTIC, an increase from 40% in recent years, with the percentage awarded as stock options and RSUs correspondingly reduced. This change was made as a result of shareholder input as their view is that, because PSUs are subject to performance-based metrics, increasing the percentage of PSUs more closely aligns LTIC with long-term company performance.

In response to shareholder feedback, for PSUs granted in 2020, the Committee has extended the performance period for all PSU metrics to a single three-year period instead of three one-year periods in order to more closely align LTIC with long-term company goals. The financial performance metrics for 2020 PSUs are Average Return on Invested Capital, weighted at 50% and Cumulative Manufacturing Cash Flow, weighted at 30%, with relative TSR accounting for 20%. The Average Return on Invested Capital and Cumulative Manufacturing Cash Flow metrics were chosen by the Committee to align with key value drivers of our business and, together, are designed to incentivize our executives to make disciplined capital allocation decisions and to manage working capital, inventory and investments to generate returns and create value for our shareholders over the long-term.

As many shareholders expressed a desire for relative TSR to remain part of the LTIC program, the Committee also determined to move its use of relative TSR from a discretionary modifier applied to PSUs to a stand-alone metric weighted at 20% to maintain focus on stock performance as an important relative measure of company performance. In addition, evolving dynamics in our industries have resulted in frequent merger and acquisition and spin-off activity among our performance peer group companies, leaving fewer companies which the Committee believes are appropriate for comparison with Textron’s TSR performance. As a result, the Committee changed the benchmark used for comparison of TSR performance from the company- selected performance peer group to the S&P 500 index companies. This approach allows Textron to benchmark against the companies in a recognized market index which incorporates an independent selection process and ensures a robust number of companies for comparison.

In addition, the Committee adjusted the PSU threshold payout opportunity from 50% to 25% and maximum payout opportunity from 150% to 200%, consistent with prevalent peer company practice, to enhance the effectiveness of PSUs over their three- year performance period through a range of economic and business scenarios.

Finally, the Committee changed the vesting schedule for RSUs from vesting over five years in equal annual installments beginning on the third anniversary of the grant date to vesting in full on the third anniversary of the grant date, in order to align with the PSU performance period. This is the prevalent practice among our peer companies and therefore improves the competitiveness of our LTIC program for the attraction and retention of executive talent.

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Our annual and long-term incentive compensation programs for 2020 are summarized in the following table:

Component/Award Type Description At-Risk Compensation Target Annual Incentive ? Target value and performance goals are set in the first quarter of each year ? The performance goals are enterprise-wide goals that aggregate the separate goals for each of our business units which are set to focus the businesses primarily on generating profitability and cash flow, consistent with expected market conditions ? Percentage earned (0% to 200%) is determined after the end of the fiscal year based upon the achievement of performance goals ? Payout is subject to discretion based on the Committee’s and Board’s judgment of management’s performance Target Long-Term Incentive Performance Share Units 40% ? Represent cash value of one share of common stock ? Span a three-year performance period with vesting at the end of the third fiscal year ? Percentage earned (0% to 150%) is based upon the achievement of performance goals set annually by the Committee for each year of the performance period ? Payout is subject to a discretionary TSR modifier that can decrease the payout by as much as 40% based on how Textron’s three-year TSR compares to the performance peer group ? Incentivize achievement of Company performance goals over a sustained period in order to build shareholder value Restricted Stock Units 30% ? Represent the right to receive one share of common stock upon vesting ? Vest over five years in three equal annual installments beginning on the third anniversary of the grant date ? Final value depends on the change in stock price over the vesting period ? The Committee believes that RSUs help to retain executives because RSUs, unlike stock options, have value upon vesting even in a declining market Stock Options 30% ? Provide value only if the stock price goes up during the 10-year original term of the option, resulting in a direct incentive to increase Textron’s stock price ? Vest ratably over three years on each anniversary of the grant date

See page 25 for a chart comparing the 2020 LTIC program to the previous LTIC program.

Which Companies Does the Committee Use to Compare Our Performance?

As discussed above, the S&P 500 will be used to measure relative TSR performance for the 2020-2022 PSU awards granted to NEOs in 2020. The performance peer group used for measuring relative TSR performance for PSU awards granted prior to 2020 are set forth in the proxy statement for the year of grant.

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2020 PAYOUTS AND PERFORMANCE ANALYSIS

Annual Incentive Compensation Payouts and Performance Analysis

Pre-established performance goals for the 2020 annual incentive compensation program focused on profitability, cash flow and hiring diversity. The profitability target focused executives on delivery of segment profit in each of our segments. The cash flow target focused executives on improving operational efficiency and sustaining the strength of the balance sheet.

Workforce diversity has been a performance goal representing a 5% weighting in our annual incentive compensation program for many years. For 2020 annual incentive compensation, the Committee approved redefining this goal to focus on hiring diversity. To improve our outreach to diverse candidates, we have increased our recruiting efforts at historically black colleges and universities, enhanced our partnerships with diverse professional organizations and participated in diverse STEM conferences. In addition, we provide inclusion and unconscious bias training to our employees and recruiters to improve diversity in recruiting. The diversity goal has been renamed “hiring diversity performance” and will measure the percentage during the fiscal year of all newly-hired U.S. salaried employees who are diverse (defined as employees who identify as female or diverse based on race or ethnicity) against an annual goal set by the Committee.

The Committee established the weighting for the 2020 annual incentive compensation performance goals as 60% tied to profitability, 35% tied to cash flow and 5% tied to hiring diversity. The net operating profit goal set by the Committee for 2020 was established at a level slightly lower than the previous year’s performance, due to higher expected pension costs as well as lower anticipated margin associated with our mix of military revenues and higher inventory costs and learning curve associated with increased deliveries of a new aircraft model. The cash flow goal for 2020 was approximately flat with the previous year’s goal, reflecting anticipated higher taxes, restructuring costs, and capital requirements associated with our 2020 operating plan. Both targets were challenging in light of uncertain global economic and market conditions. Payouts for each individual could range from 0% to 200% of target based on performance. The formula for determining 2020 annual incentive compensation for executive officers, and the resulting percentage earned, prior to the Committee’s exercise of its judgment, are detailed below:

2020 Annual Incentive Compensation Calculation
($ in millions)

Threshold 0% Payout Target 100% Payout Maximum 200% Payout Component Weighting Component Payout Enterprise NOP(1) Manufacturing Cash Flow(2) Hiring Diversity Performance(3) Actual: $751 $806 $276 32.7% $1,246 Actual: $596 $602 Actual: 44.2% 42.7% $1,534 $928 52.7% 60% 0.0% 35% 34.3% 5% 5.8% Total Earned 40.1%

Committee’s Judgment Applied for NEOs other than CEO

The COVID-19 pandemic had a significant and unforeseen impact on Textron’s financial results for fiscal year 2020. The Company’s operations experienced various degrees of disruption due to the unprecedented conditions surrounding the pandemic, with certain commercial manufacturing facilities temporarily closed during the first quarter through the latter part of the second quarter due to reduced product demand. These disruptions resulted in furloughs for employees at many of our

TEXTRON 2021 PROXY STATEMENT     33

businesses, and all executives, including the NEOs, were subject to the same furloughs as most of our employees, which resulted in salary reductions of 12% for our CEO and, on average, approximately 5% for each of our other NEOs. By the third quarter, substantially all manufacturing activities had returned and by year end, while our commercial businesses generally experienced an increase in customer demand compared with the first half of 2020, demand had not resumed to pre-pandemic levels.

With regard to his own annual incentive compensation, Mr. Donnelly asked the Committee not to make any adjustment to the formulaic payout. The Committee and the Board agreed to abide by Mr. Donnelly’s request, approving his payout at 40.1% of target. However, Mr. Donnelly recommended that the Committee consider exercising its judgment to increase annual incentive payouts above the formulaic amounts for his executive team. Textron’s Short-Term Incentive Plan provides that the Committee may adjust award opportunities if it determines that the occurrence of unanticipated business conditions have unduly influenced the Company’s ability to meet performance goals. The Committee determined that the pandemic presented exactly the type of situation contemplated by the Plan.

In light of Mr. Donnelly’s recommendation, the Committee reviewed the performance of the executive team. Mr. Connor quickly took actions to preserve cash flow and balance sheet quality, improve the Company’s liquidity position through debt issuances and other actions, and control costs in alignment with unprecedented reductions in business levels. Ms. Duffy launched significant efforts to protect the health and well-being of our employees and otherwise manage the severe impacts of the pandemic on employees throughout our businesses. Mr. Lupone managed legal work in connection with all of these efforts, including compliance with COVID-related legal restrictions throughout the enterprise and the response and activities of the Environmental, Health and Safety team which reports to him. Mr. Connor, Ms. Duffy and Mr. Lupone exceled at managing the Company and their teams through this extremely challenging year, despite the numerous and unprecedented financial, operational, personnel, regulatory, logistical and marketplace challenges and negative impacts caused by the pandemic.

To inform its decision-making, the Committee reviewed a detailed breakdown of COVID-19-related financial impacts on the Company’s businesses, noting the significant idle facility costs incurred at the Textron Aviation segment and, to a lesser degree, the Textron Specialized Vehicles business at the Industrial segment while manufacturing facilities at those businesses were operating at abnormally low production levels or were temporarily shut down. The Committee was also mindful of the views of its shareholders expressed during engagement calls which generally were that any adjustment to compensation made due to the impact of the pandemic would be highly scrutinized, as executives should not be held harmless from the impacts of the pandemic on the Company, but should share in them as have its employees, shareholders and other stakeholders.

The Committee reviewed and considered various approaches to taking into account the effects of the COVID-19 pandemic on 2020 annual incentive payouts. Approaches the Committee considered were excluding idle facility costs from the formulaic results, applying judgment based on individual performance assessments or making other more significant financial adjustments. The Committee then determined that the exclusion of COVID-19-related idle facility costs when calculating Company performance against the 2020 annual incentive compensation financial goals was an appropriate method of viewing the operational performance of the Company for the unprecedented 2020 fiscal year. The Company also adjusted the 2020 annual incentive compensation payouts for non-NEO employees at each of the businesses severely impacted by the pandemic and at the corporate office above the formulaic amounts in recognition of their performance and efforts in this unprecedented circumstance.

The Committee reasoned that the exclusion of COVID-19 related idle facility costs eliminates the calculable impact of the Company having to absorb manufacturing costs attributable to abnormally low production levels resulting from the pandemic and temporary manufacturing facility closures, while still measuring performance on the key financial goals of Enterprise NOP and Manufacturing Cash Flow with respect to the businesses to the extent they were operational. The following chart shows the impact of excluding idle facility costs on the financial goals:

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Excluding these idle facility costs from the Enterprise NOP and Manufacturing Cash Flow calculations results in a payout of 65.2% of target, rather than the calculated payout amount of 40.1% shown above, since it resulted in Enterprise NOP having a below-target, yet above-threshold impact on the calculated payout. The Committee concluded that this adjustment would appropriately reward the extraordinary performance of these executive officers with a moderate payout increase, representing a meaningful decline from the prior year’s payout of 93.7% of target, while aligning with the interests of the Company’s employees and shareholders in ensuring that executives share in the impact of a difficult year. The Committee therefore exercised its judgment and increased the payouts for Mr. Connor, Mr. Lupone and Ms. Duffy to 65.2% of target. At the CEO’s request as described above, the Committee did not exclude the COVID-19-related idle facility costs in calculating the CEO’s 2020 annual incentive payout, which was approved at 40.1% of target.

Annual incentive compensation targets and payouts for 2018, 2019 and 2020 for each NEO are shown below:

Annual Incentive Compensation Targets and Payouts

Prior Year Performance Analysis

The Committee believes that a pay-for-performance analysis should compare Company performance vs. peer performance over the time period an incentive is earned and that operating metrics are the appropriate performance comparator for annual incentive awards. Therefore, to validate that Textron’s annual incentive compensation is appropriately linked to the executives’ performance, the Committee reviewed the annual incentive compensation paid to Textron’s CEO in 2020, with respect to 2019, compared to Textron’s year-over-year operating performance for that year, relative to the annual incentive compensation paid to the performance peer companies’ CEOs compared to the year-over-year operating performance of the performance peer group companies for the corresponding year. While exactly comparable data was not available for all peer companies, indicative comparisons were made using publicly-reported GAAP operating cash flows and pre-tax earnings from continuing operations. As was the case for previous years, the Committee’s comparative analysis conducted in 2020 for payouts related to the 2019 performance period confirmed the strong correlation between Textron’s annual incentive compensation payouts and its performance relative to its peers.

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Long-Term Incentive Compensation Payouts and Performance Analysis

Performance Share Units

Payouts for the 2018-2020 PSU cycle were based upon performance for each of the annual periods within the 2018-2020 cycle against performance goals set for three one-year performance periods, weighted equally, subject to a TSR modifier that can decrease, but not increase, the final payout up to 40%, based on the relative ranking of Textron’s three-year TSR performance compared to that of our 2018 performance peers and the Committee’s discretion. In considering the multi-year performance focus of the PSUs, the Committee made no adjustment to the PSU financial performance calculation due to the impact of the pandemic. The performance achieved against the threshold, target and maximum payouts for the 2018-2020 PSU cycle, and the resulting percentage earned by the executive officers after application of the TSR modifier, are detailed below:

2018–2020 Performance Share Unit Calculation
($ in millions)

Threshold 50% Payout $827 Target 100% Payout Actual: $1,267 $1,269 Maximum 150% Payout $1,577 Component Weighting 60% Component Payout 59.9% Total Earned 110.3% Manufacturing Cash Flow $249 $598 Actual: $784 $955 40% 50.4% Enterprise NOP Manufacturing Cash Flow Enterprise NOP Manufacturing Cash Flow $868 $277 Actual: $751 $806 $276 Actual: $1,270 $1,372 Actual: $642 $600 $1,246 Actual: $596 $602 $1,692 $924 $1,534 $928 60% 40% 60% 40% 53.9% 42.6% 0.0% 39.6% 96.5% 39.6%

The performance metrics for 2020 are described in more detail in the 2020 Annual Incentive Compensation Calculation chart on page 33 and for previous years are described in the proxy statement for the applicable year. Payouts are made in cash and could range from 0% to 150% of target based on performance.

Two measures impact the value of PSU cash payouts: (i) the number of units earned is based on Textron’s performance against operating metrics and may be adjusted downward (but not upward), based upon the relative ranking of the Company’s three- year TSR performance compared to the TSR performance of its performance peer companies and the Committee’s discretion and (ii) the value of each unit earned is based on Textron’s stock price at the end of the performance cycle. To validate that the Company’s PSU awards link pay to performance, the Committee evaluated the PSU payouts on the basis of both relative performance (TSR performance vs. 2018 performance peer group companies) and absolute performance (change in stock price) and concluded that the payouts were appropriately linked to Textron’s overall performance.

36      TEXTRON 2021 PROXY STATEMENT

The table below shows the PSU awards granted in 2018 and the cash payout received by each executive in terms of both units and value.

2018–2020 Performance Share Unit Payouts

As shown in the table above, the payout values of the 2018–2020 awards were significantly lower than the grant date values of the awards despite the Company’s three-year average performance against operating metrics of 82.1%. Because the Company’s TSR performance was at the 25th percentile of the 2018 performance peer group, the Committee decided to reduce the units earned by 15%, after taking into account the unevenly distributed impact COVID-19 had on the performance peer group companies and each of their TSR performance because of the different industries in which the Company and the peer companies operate. As a result, the value of the PSUs at settlement was 58.1% of their grant date target value.

The chart below shows in greater detail our CEO’s 2018–2020 cycle PSU award from grant date value, as adjusted by the Company’s performance against the goals set by the Committee and as adjusted for the TSR modifier, to realized value (final payout value), reflecting the change in Textron’s stock price during the performance period.

CEO’s 2018–2020 PSU Award Value

Scott C. Donnelly

$6,000,000 $5,000,000 100.0% decrease of 16.8% $4,000,000 $3,000,000 $2,000,000 82.1% 69.8% 58.1% $1,000,000 $0 Grant Date Award Value Value After Performance Adjustment Scott C. Donnelly Value After Realized Value

Restricted Stock Units and Stock Options

In addition to PSUs, the Company’s long-term incentive compensation program consists of RSUs and stock options.

The ultimate value of these awards to the executives, upon the vesting of RSUs or the exercise of stock options, is directly based upon Textron’s stock price at the time of vesting or exercise. For the value realized by the executives upon the vesting or exercise of these awards, see Option Exercises and Stock Vested in Fiscal 2020 on page 45.

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RISKS RELATED TO COMPENSATION

The Committee strives to set compensation policies for senior executives which do not encourage excessive risk-taking that could endanger the Company. For 2020, the Committee completed a full review of managing risk within our executive compensation program. This review was informed by a risk analysis of our executive compensation program conducted by the Committee’s independent compensation consultant. The consultant’s risk analysis concluded that our executive compensation program has no elements that are likely to cause a material adverse outcome for the Company. This annual review helps the Committee to structure executive compensation programs that are designed to avoid exposing the Company to unwarranted risk.

OTHER COMPENSATION PROGRAMS

Textron provides certain other compensation programs (such as retirement/death benefits) that are designed to provide to NEOs the same level of benefits provided to non-executive officers. Certain of these programs provide benefits over any caps mandated by government regulations, including:

Textron provides a program to executives which benefits them by allowing for tax planning and also benefits the Company, in that cash payments by the Company are delayed:

ROLE OF INDEPENDENT COMPENSATION CONSULTANT

Under its charter, the Committee has the authority to retain outside consultants or advisors as it deems necessary to provide desired expertise and counsel. In 2020, the Committee engaged the services of Pearl Meyer as its independent compensation consultant.

Pearl Meyer reports directly and exclusively to the Committee and was retained to provide advice regarding current and emerging best practices with regard to executive compensation. In addition, as described above, Pearl Meyer annually conducts a risk review of our executive compensation program. Representatives from Pearl Meyer attended each of the Committee’s six meetings in 2020. Pearl Meyer does not provide any other services to the Committee or the Company. The Committee has determined that Pearl Meyer is independent and that the work of Pearl Meyer with the Committee for 2020 has not raised any conflict of interest.

SHARE OWNERSHIP REQUIREMENTS

One objective of our executive compensation program is to align the financial interests of our NEOs with the interests of our shareholders. As a result, we require that senior executives accumulate and maintain a minimum level of share ownership in the Company which may be achieved through direct ownership of shares, Textron Savings Plan shares, unvested RSUs and vested/ unvested share equivalents in Textron compensation and benefit plans. Minimum ownership levels are expressed as a multiple of base salary as follows: five times for the CEO and three times for other NEOs. New executive officers are given five years to reach their required ownership level. All NEOs currently meet their respective share ownership requirements.

ANTI-HEDGING AND PLEDGING POLICY

Our executives, including our NEOs, and their designees are prohibited from engaging in short sales of Textron securities and from engaging in transactions in publicly-traded options, such as puts, calls and other derivative securities based on Textron’s securities including any hedging, monetization or similar transactions designed to decrease the risks associated with holding Textron securities, and financial instruments such as equity swaps, collars, exchange funds and forward sales contracts. In addition, our NEOs are prohibited from pledging Textron securities as collateral for any loan or holding Textron securities in a margin account. The anti-hedging and pledging policy does not apply to employees generally, but applies to officers at the Company and its subsidiaries who are subject to the Company’s insider trading policy.

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CLAWBACK POLICY

Our 2015 Long-Term Incentive Plan, as well as our Short-Term Incentive Plan which governs our annual incentive compensation program, include a clawback provision which provides that the Committee shall require reimbursement of any annual incentive payment or long-term incentive payment under any award to an executive officer where (i) the payment was predicated upon achieving certain financial results that were subsequently the subject of a substantial restatement of Company financial statements, (ii) the Committee determines the executive engaged in intentional misconduct that caused or substantially caused the need for the restatement and (iii) a lower payment would have been made to the executive based upon the restated financial results.

In addition, the Company’s long-term incentive award agreements provide that an executive who violates the noncompetition provisions of the award during employment or within two years after termination of employment with the Company forfeits future rights under the award and must repay to the Company value received during the period beginning 180 days prior to the earlier of termination or the date the violation occurred.

The Company also is subject to the “clawback” provision of Section 304 of the Sarbanes-Oxley Act of 2002 which generally requires public company chief executive officers and chief financial officers to disgorge bonuses, other incentive- or equity-based compensation, and profits on sales of company stock that they receive within the 12-month period following the public release of financial information if there is a restatement because of material noncompliance, due to misconduct, with financial reporting requirements under the federal securities laws.

COMPENSATION ARRANGEMENTS RELATING TO TERMINATION OF EMPLOYMENT

Since hiring Mr. Donnelly, the Committee no longer agrees to formal employment contracts which provide for individual termination protection. Mr. Donnelly’s letter agreement with Textron provides for payment of varying benefits to him upon events such as death, disability, retirement and termination under voluntary, involuntary (for cause), involuntary (not for cause or for good reason) or change in control circumstances. Mr. Donnelly’s termination benefits are consistent with the terms of our previous CEO’s agreement and were approved by the Committee upon Mr. Donnelly’s initial hiring in 2008. Mr. Connor, Mr. Lupone and Ms. Duffy are each eligible for termination benefits that are available to all corporate officers as provided by the Severance Plan for Textron Key Executives.

In order for Textron to attract Mr. Donnelly to join the Company after his 19-year career at GE, his pension benefits were designed to take into account his years of service at GE so that he would not be disadvantaged by joining Textron. This benefit has been effected through the adoption of an amendment to the Textron Spillover Pension Plan adding an appendix which provides a “wrap- around pension benefit” to Mr. Donnelly in order to compensate for pension benefits at GE that would otherwise not keep pace with his increasing compensation over the course of his career upon joining Textron. The benefit takes into account his service with both GE and Textron and uses the definition of pensionable compensation and final average compensation in the Textron Spillover Pension Plan. This nonqualified pension benefit became 100% vested upon his completion of ten years of service with Textron and will be reduced by the combined value of any other benefit which he is eligible to receive under (i) a tax-qualified defined benefit plan maintained by GE, (ii) a tax-qualified defined benefit plan maintained by Textron and (iii) the Textron Spillover Pension Plan.

Mr. Connor’s letter agreement provides for an enhanced pension benefit which will give him an additional three years of credited service under the Textron Spillover Pension Plan, subject to the vesting terms of that Plan. Neither Mr. Lupone nor Ms. Duffy has been provided any supplemental or enhanced pension benefits.

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TAX CONSIDERATIONS

The Committee considers tax and accounting implications in determining all elements of our compensation plans, programs and arrangements, although they are not the only factors considered. In some cases, other important considerations may outweigh tax or accounting considerations, and the Committee maintains the flexibility to compensate its officers in accordance with the Company’s compensation philosophy.

Section 162(m) of the Internal Revenue Code provides that no U.S. income tax deduction is allowable to a publicly held corporation for compensation in excess of $1 million paid to certain named executive officers of the Company. Under the tax law applicable in 2017 and prior years, “performance-based compensation” was exempt from the $1 million limitation if certain requirements were met. In the past, several elements of our named executive officers’ compensation were intended to be deductible under Section 162(m) as performance-based compensation.

The Tax Cuts and Jobs Act of 2017 eliminated the exemption from Section 162(m)’s deduction limit for performance-based compensation, effective for taxable years beginning after December 31, 2017. As a result, we expect that compensation paid to our named executive officers, including performance-based compensation, in excess of $1 million generally will not be tax-deductible.

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The following Summary Compensation Table sets forth information concerning compensation of our principal executive officer, principal financial officer and each other individual who was serving as an executive officer at the end of Textron’s 2020 fiscal year (each, an “NEO” and collectively, the “NEOs”).

SUMMARY COMPENSATION TABLE

Target long-term incentive compensation awards (Stock Awards and Option Awards) for 2020 were maintained at 2019 levels for our CEO and all other NEOs, except that Ms. Duffy’s target was increased consistent with the competitive range of the talent peer group companies. The year-over-year increase in amounts reported in the Stock Awards column for 2020 arises from the following factors:

Under SEC rules, because the performance goals of PSUs granted prior to 2020 were set each year of the three-year performance period, the value attributable to one-third of the PSUs is required to be reported in the Stock Awards column in the year of grant and in each of the following two years. For PSUs awarded in 2020, the full grant date value is reported as 2020 compensation because, as discussed in the Compensation Discussion and Analysis, the Organization and Compensation Committee restructured the PSU program so that the payout is based on performance against pre-established, three-year financial goals. The table below details the amounts of Stock Awards reported above for 2020.

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42      TEXTRON 2021 PROXY STATEMENT

GRANTS OF PLAN-BASED AWARDS IN FISCAL 2020

The following table sets forth information on plan-based compensation awards granted to the NEOs during Textron’s 2020 fiscal year. Annual equity awards were approved on January 28, 2020 for grant on March 1, 2020.

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OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END

The following table sets forth information with respect to the NEOs concerning unexercised options, stock awards that have not yet vested, and other equity incentive plan awards that have not yet vested as of the end of our 2020 fiscal year.