DEF 14A of Textron Inc, Mar 7, 2024

DEF 14A of Textron Inc

Filed Mar 7, 2024 · FY20230001552781-24-000070

Open on EDGAR

  1. NOTiCE OF ANNUAL MEETiNG

    | Executive Compensation | | | 38 | | Summary Compensation Table | 38 | Potential Payments Upon Termination or Change in Control | 46 | | Grants of Plan-Based Awards in Fiscal 2023 | 40 | Pay Ratio | 50 | | Outstanding Equity Awards at 2023 Fiscal Year-End | 41 | Pay versus Performance | 51 | | Option Exercises and Stock Vested in Fiscal 2023 | 42 | Evaluation of Risk in Compensation Plans | 55 | | Pension Benefits in Fiscal 2023 | 43 | Transactions with Related Persons | 55 | | Nonqualified Deferred Compensation | 45 | Equity Compensation Plan Information | 56 | | item 2 Approval of the Textron inc. 2024 Long-Term incentive Plan | | | 57 | | item 3 Advisory Vote to Approve Textron’s Executive Compensation | | | 63 | | Item 4 Ratification of Appointment of Independent Registered Public Accounting Firm | | | 64 | | Fees to Independent Auditors | 64 | | | | General information about the Annual Meeting | | | 65 | | Internet Availability of Proxy Materials | 65 | Required Vote | 65 | | Voting | 65 | Costs of Proxy Solicitation | 66 | | Savings Plan Participants | 65 | Confidential Voting Policy | 66 | | Changing or Revoking a Proxy | 65 | Attending the Meeting | 66 | | Item 5 Shareholder Proposal Regarding Independent Board Chairman | | | 68 | | Other Matters to Come Before the Meeting | | | 71 | | Shareholder Proposals and Other Matters for 2025 Annual Meeting | | | 71 | | Delivery of Documents to Shareholders Sharing an Address | | | 72 | | Appendix A: Textron inc. 2024 Long-Term Incentive Plan | | | A-1 |

  2. NOMINEES FOR DIRECTOR

    NOMINEES FOR DIRECTOR At the 2024 annual meeting, ten directors are to be elected to hold office until the 2025 annual meeting and until their successors have been elected and qualified. All ten nominees are currently Textron directors. Mr. Garrett was appointed as a director by the Board following the 2023 Annual Meeting of Shareholders, effective July 1, 2023. Mr. Garrett was recommended by a third-party search firm and then evaluated and interviewed by members of the Nominating and Corporate Governance Committee, as well as most other members of the Board, prior to his appointment. The search firm assisted the Company in identifying and evaluating director candidates for a fee paid by the Company. 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. Our Nominating and Corporate Governance Committee and our Board have determined that each of our nominees 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. Our director nominees offer an effective mix of relevant experience and skills, as illustrate 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. Increasing the diversity of the Board, including with respect to gender and racial/ethnic diversity, is a significant focus in developing the pool from which we identify qualified director candidates, and the Committee has advised its third-party search firm that it prioritizes enhancing the Board’s diversity. The Board assesses its effectiveness in this regard as part of its refreshment process. Our Board nominees provide diverse and independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:

  3. NOMINEES FOR DIRECTOR

    | Independence of Directors | Diversity of Directors | Average Tenure of Directors | | | | |

  4. NOMINEES FOR DIRECTOR

    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:

  5. NOMINEES FOR DIRECTOR

    | Scott C. Donnelly Director Since 2009 Chairman | Experience, Qualifications, Attributes and Skills • Significant experience in the aerospace and defense sector • Deep operational experience in innovation, manufacturing, sales and marketing, portfolio management, talent development and business processes • First-hand, real-time experience in, and understanding of, Textron operations | | | Mr. Donnelly, 62, is Chairman, President and Chief Executive Officer of Textron. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. In 2013, Mr. Donnelly joined the board of directors of Medtronic plc. | | Richard F. Ambrose Director Since 2022 Audit Committee O&C Committee | Experience, Qualifications, Attributes and Skills • Extensive operating and leadership experience in aerospace and defense industry • Deep understanding of working with the Department of Defense • Demonstrated expertise in management of U.S. government defense programs • Significant experience in research and development of advanced technology • Audit Committee Financial Expert | | | Mr. Ambrose, 65, recently retired as the Executive Vice President – Space of Lockheed Martin Corporation, a global security and aerospace company, where he led Lockheed Martin’s $12 billion Space business which employs approximately 20,000 people and provides advanced technology systems for national security, civil and commercial customers. Prior to this role, which he assumed in 2013, he served as President, Lockheed Martin Information Systems & Global Solutions-National from 2011 through 2012 and as Vice President & General Manager, Lockheed Martin Surveillance & Navigation Systems line of business within Space from 2006 through 2010. He joined Lockheed in 2000 as Vice President & General Manager, Lockheed Martin Ground Systems and served as President, Lockheed Martin Maritime Systems & Sensors Tactical Systems from 2004 to 2006. Prior to joining Lockheed Martin, Mr. Ambrose served as President and General Manager of the Space Systems Division at Hughes Information Systems (which merged with Raytheon C3I Systems in 1997). | | Kathleen M. Bader Director Since 2004 Audit Committee N&CG Committee | 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, 73, 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. |

  6. NOMINEES FOR DIRECTOR

    | R. Kerry Clark Director Since 2003 Audit Committee N&CG Committee | 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, 71, 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 Elevance Health, Inc. (formerly Anthem, Inc.) in 2014. He served as a director of Avnet, Inc. from 2012 through 2019. | | Michael X. Garrett Director Since 2023 Audit Committee N&CG Committee | Experience, Qualifications, Attributes and Skills • Experience managing complex operational and strategic issues • Deep understanding of the U.S. military • Broad knowledge of the defense industry and international security issues • Demonstrated leadership and management skills | | | Mr. Garrett, 62, is a retired United States Army four-star general with nearly 40 years of service, most recently serving as Commanding General, United States Army Forces Command (FORSCOM), the largest command in the U.S. Army, from March 2019 until his retirement in July 2022. As FORSCOM Commander, he led 750,000 combat and support personnel through the COVID-19 pandemic and a shifting global security landscape. His earlier command tours included U.S. Army Central Command for almost four years, during which he was responsible for all Army activity in the Central Command area. Previously, he spent six years leading Army activity in the Middle East, first as Chief of Staff, U.S. Central Command and later as commanding general. Mr. Garrett joined the Board of Nano Dimension Ltd. in October, 2023. | | Deborah Lee James Director Since 2017 Chair, O&C Committee | Experience, Qualifications, Attributes and Skills • Deep expertise in national security • Significant experience in U.S. government procurement and logistics • Demonstrated leadership and management skills • Extensive experience in the cybersecurity field | | | Ms. James, 65, is the retired 23rd Secretary of the United States Air Force, a position she held from December 2013 to January 2017. Prior to her role as Secretary of the Air Force, Ms. James held various executive positions during a 12-year tenure at Science Applications International Corporation (SAIC), a provider of services and solutions in the areas of defense, health, energy, infrastructure, intelligence, surveillance, reconnaissance and cybersecurity to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, foreign governments and other customers, most recently serving as Sector President, Technical and Engineering of the Government Solutions Group. Earlier in her career, Ms. James served as Professional Staff Member for the House Armed Services Committee and as the DoD Assistant Secretary of Defense for Reserve Affairs. Ms. James has served on the board of directors of Unisys Corporation since 2017, and she served on the Board of Aerojet Rocketdyne Holdings, Inc. from June 2022 to July 2023. |

  7. NOMINEES FOR DIRECTOR

    | Thomas A. Kennedy Director Since 2023 Audit Committee O&C Committee | Experience, Qualifications, Attributes and Skills • Extensive leadership experience in aerospace and defense industry • Deep understanding of working with the Department of Defense • Significant operational and strategic expertise • Audit Committee Financial Expert | | | Mr. Kennedy, 68, is the retired Executive Chairman of the Board of Directors of Raytheon Technologies, an aerospace and defense company that provides advanced systems and services for commercial, military and government customers globally, a position he held from April 7, 2020 until his retirement in June 2021. Prior to his role as Executive Chairman, Kennedy had been the Chairman and Chief Executive Officer of the Raytheon Company, a technology and innovation leader specializing in defense, civil government and cybersecurity solutions, from 2014 to 2020. In April 2020, the Raytheon Company merged with United Technologies Corporation, creating Raytheon Technologies. He previously held the position of Executive Vice President and Chief Operating Officer of Raytheon Company from 2013 to 2014. Since joining Raytheon in 1983, Mr. Kennedy held various leadership roles at the company, including senior executive management positions within Raytheon’s Unmanned and Reconnaissance Systems, Space and Airborne Systems, and Integrated Defense Systems business units. Prior to joining Raytheon, Kennedy was a captain in the U.S. Air Force. |

  8. NOMINEES FOR DIRECTOR

    | Lionel L. Nowell III Director Since 2020 Chair, Audit Committee | 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, 69, 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, as its Lead Director since 2021, and as a director of Ecolab Inc. since 2018. |

  9. NOMINEES FOR DIRECTOR

    | James L. Ziemer Director Since 2007 Audit Committee O&C Committee | Experience, Qualifications, Attributes and Skills • Extensive expertise in establishing brand equity worldwide • Leadership experience in fostering outstanding customer satisfaction and loyalty • Significant experience with the captive finance business model • Audit Committee Financial Expert | | | Mr. Ziemer, 74, was the President and Chief Executive Officer and a director of Harley-Davidson, Inc. until his retirement in April 2009. Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company which design, manufacture and sell motorcycles and related parts and accessories, and Harley-Davidson Financial Services, which provides related financing and insurance. Mr. Ziemer had been a director of Harley-Davidson, Inc. since December 2004 and was named President and Chief Executive Officer in April 2005. He previously served as Vice President and Chief Financial Officer of Harley- Davidson from December 1990 to April 2005 and President of the Harley-Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer also served as a director of Thor Industries, Inc. from 2010 to 2022. |

  10. NOMINEES FOR DIRECTOR

    | Maria T. Zuber Director Since 2016 Chair, N&CG Committee | Experience, Qualifications, Attributes and Skills • Extensive expertise in scientific research • Considerable leadership experience, including in relationships with the federal government • Deep understanding of emerging technologies • Expertise in climate change and climate action strategy | | | Ms. Zuber, 66, is the Vice President for Research and the E.A. Griswold Professor of Geophysics at the Massachusetts Institute of Technology where she has been a member of the faculty in the Department of Earth, Atmospheric and Planetary Sciences since 1995. In her role as Vice President for Research, to which she was appointed in 2013, she has overall responsibility for research administration and policy at MIT, overseeing MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers, and plays a central role in research relationships with the federal government. She also leads MIT’s Climate Action Plan. Since 1990, she has held leadership roles associated with scientific experiments or instrumentation on ten NASA missions. Ms. Zuber served on the National Science Board from 2013 to 2021, including as Board Chair from 2016 to 2018. She serves as co-chair of the President’s Council of Advisors on Science and Technology, a position she has held since 2021. Ms. Zuber has served as a director of Bank of America Corporation since 2017. |

  11. NOMINEES FOR DIRECTOR

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

  12. NOMINEES FOR DIRECTOR

    | CORPORATE GOVERNANCE |

  13. Director Compensation Table

    Director Compensation Table The following table provides 2023 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 38.

  14. Director Compensation Table

    | | Fees Earned or | Stock | All Other | | | Name | Paid in Cash ($) | Awards ($)(1) | Compensation ($)(2) | Total ($) | | Richard F. Ambrose | 145,000 | 165,000 | | 310,000 | | Kathleen M. Bader | 145,000 | 165,000 | | 310,000 | | R. Kerry Clark | 190,000 | 165,000 | 10,000 | 365,000 | | James T. Conway(3) | 48,215 | | | 48,215 | | Michael X. Garrett(4) | 73,096 | 134,344 | | 207,440 | | Ralph D. Heath(3) | 46,607 | | | 46,607 | | Deborah Lee James | 143,154 | 165,000 | 7,500 | 315,654 | | Thomas A. Kennedy | 145,000 | 165,000 | | 310,000 | | Lionel L. Nowell III | 160,000 | 165,000 | | 325,000 | | James L. Ziemer | 151,667 | 165,000 | 7,500 | 324,167 | | Maria T. Zuber | 143,571 | 165,000 | | 308,571 |

  15. Director Compensation Table

    | (1) The amounts in this column represent the grant date fair value of the RSUs issued to each of the directors serving on the date of the 2023 Annual Meeting, and for Mr. Garrett, the grant date fair value of the RSUs issued to him upon his appointment to the Board effective July 1, 2023. |

  16. Director Compensation Table

    | (2) The amounts in this column represent matching charitable contributions made by the Company on behalf of participating directors pursuant to the Textron Matching Gift Program. The amount for Mr. Clark includes a contribution paid by Textron in 2023 to match a contribution made in 2022. |

  17. Director Compensation Table

    | (3) Mr. Conway and Mr. Heath retired from the Board as of the 2023 Annual Meeting. |

  18. Director Compensation Table

    | (4) Mr. Garrett was appointed to the Board effective July 1, 2023. |

  19. Director Compensation Table

    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 cash retainer. 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. CORPORATE GOVERNANCE GUIDELINES AND POLICIES Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February 2024, 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 effective July 2023, 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.

  20. Director Compensation Table

    | SECURITY OWNERSHIP |

  21. Director Compensation Table

    The following table sets forth information regarding the beneficial ownership of our common stock as of January 2, 2024, unless otherwise noted, by:

  22. Director Compensation Table

    | ● | Each person or group known by us to own beneficially more than 5% of our common stock; | | ● | Each of our directors; | | ● | Each of our named executive officers, as defined under Securities and Exchange Commission rules (“NEOs”); and | | ● | All of our current directors and executive officers as a group. |

  23. Director Compensation Table

    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 2, 2024, 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.

  24. Director Compensation Table

    | Directors and Executive Officers | Number of Shares of Common Stock | Percent of Class | | Richard F. Ambrose | 2,174(1) | | | Kathleen M. Bader | 11,353(1) | * | | R. Kerry Clark | 11,353(1) | * | | Frank T. Connor | 619,081(2)(3) | * | | Scott C. Donnelly | 2,352,411(2)(3) | 1.2% | | Julie G. Duffy | 148,132(2)(3) | * | | Michael X. Garrett | —(1) | * | | Deborah Lee James | 11,372(1) | * | | Thomas A. Kennedy | 734(1) | | | E. Robert Lupone | 308,168(2)(3) | * | | Lionel L. Nowell III | 11,361(1) | * | | James L. Ziemer | 11,518(1) | * | | Maria T. Zuber | 11,374(1) | * | | All current directors and executive officers as a group (13 persons) | 3,499,031 | 1.8% | | Beneficial Holders of More than 5% | | | | BlackRock, Inc.(4) | 16,727,725 | 8.7% | | T. Rowe Price Investment Management, Inc.(5) | 13,548,397 | 7.0% | | The Vanguard Group, Inc.(6) | 22,512,608 | 11.7% |

  25. Director Compensation Table

    * Less than 1% of the outstanding shares of common stock.

  26. Director Compensation Table

    | (1) Excludes (i) stock units held by our non-employee directors under the Directors Deferred Income Plan that are paid in cash following termination of service as a director, based upon the value of Textron common stock, as follows: Mr. Ambrose, 172 shares; Ms. Bader, 65,207 shares; Mr. Clark, 84,070 shares; Ms. James, 7,445 shares; Mr. Nowell, 5,179 shares; Mr. Ziemer, 83,071 shares; and Ms. Zuber, 12,894 shares and (ii) for each director, 2,517 unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2024, except that Mr. Garrett received a prorated award of 1,987 RSUs because he joined our Board effective July 1, 2023. |

  27. Director Compensation Table

    | (2) Includes shares obtainable within 60 days of January 2, 2024, as follows: (i) upon the exercise of stock options: Mr. Connor, 486,560 shares; Mr. Donnelly, 1,668,737 shares; Ms. Duffy, 110,274 shares; Mr. Lupone, 215,158 shares; (ii) upon the vesting of RSUs: Mr. Connor, 23,694 shares; Mr. Donnelly, 80,357 shares; Ms. Duffy, 7,693 shares; Mr. Lupone, 10,432 shares; (iii) upon settlement of PSUs paid in stock to Mr. Donnelly, 32,547 shares; and (iv) all directors and executive officers as a group, 2,635,452 shares. |

  28. Director Compensation Table

    | (3) Excludes (i) stock units held under non-qualified deferred compensation plans that are paid in cash, based upon the value of Textron common stock, as follows: Mr. Connor, 11,163 shares; Mr. Donnelly, 17,585 shares; Ms. Duffy, 2,068 shares; and Mr. Lupone, 6,201 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2024, as follows: Mr. Connor, 24,844 shares; Mr. Donnelly, 84,999 shares; Ms. Duffy, 8,089 shares; and Mr. Lupone, 10,584 shares; and (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 49,687 shares; Mr. Donnelly, shares; Ms. Duffy, 16,177 shares; and Mr. Lupone, 21,167 shares. |

  29. Director Compensation Table

    | (4) Based on information disclosed in Amendment No. 9 to Schedule 13G filed by BlackRock, Inc. on January 25, 2024. According to this filing, as of December 31, 2023, BlackRock, Inc., through its various entities, beneficially owns these shares and has sole power to dispose of or direct the disposition of all of these shares and sole power to vote or direct the voting of 16,727,725 of these shares. The address for BlackRock, Inc. is 50 Hudson Yards, New York, NY. During 2023, BlackRock acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. BlackRock received approximately $1.1 million in fees for these services. |

  30. Director Compensation Table

    | (5) Based on information disclosed in Amendment No. 2 to Schedule 13G filed by T. Rowe Price Investment Management, Inc. on February 14, 2024. According to this filing, as of December 31, 2023, T. Rowe Price Investment Management, Inc., in its capacity as investment adviser for various individual and institutional clients, is deemed to beneficially own these shares as to which it has sole dispositive power and, with respect to 5,550,599 of these shares, sole voting power. T. Rowe Price Investment Management, Inc. expressly disclaims beneficial ownership. The address for T. Rowe Price Investment Management, Inc. is 100 E. Pratt Street, Baltimore, MD 21201. |

  31. Director Compensation Table

    | (6) Based on information disclosed in Amendment No. 13 to Schedule 13G filed by The Vanguard Group, Inc. on February 13, 2024. According to this filing, as of December 29, 2023, The Vanguard Group, Inc. beneficially owns these shares and has sole power to dispose of or direct the disposition of 21,722,123 of these shares, shared power to dispose of or direct the disposition of 790,485 of these shares, sole power to vote or direct the voting of none of these shares and shared power to vote or direct the voting of 227,046 of these shares. The address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, PA 19355. During 2022, Vanguard acted as an investment manager for certain assets within Textron’s pension plans and employee savings plans. Vanguard received approximately $1.2 million in fees for these services. |

  32. Director Compensation Table

    | AUDIT COMMITTEE REPORT |

  33. Director Compensation Table

    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. Seven 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 December 30, 2023, 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 2024 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.

  34. Director Compensation Table

    | LIONEL L. NOWELL III, CHAIR | | RICHARD F. AMBROSE | | KATHLEEN M. BADER | | R. KERRY CLARK | | MICHAEL X. GARRETT | | THOMAS A. KENNEDY | | JAMES L. ZIEMER |

  35. Director Compensation Table

    | COMPENSATION COMMITTEE REPORT |

  36. Director Compensation Table

    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 2024 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 2024 Proxy Statement and Textron’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. This report is submitted by the Organization and Compensation Committee.

  37. Director Compensation Table

    | DEBORAH LEE JAMES, CHAIR | | RICHARD F. AMBROSE | | THOMAS A. KENNEDY | | JAMES L. ZIEMER |

  38. Director Compensation Table

    | COMPENSATION DISCUSSION AND ANALYSIS |

  39. Director Compensation Table

    EXECUTIVE SUMMARY Key 2023 Performance Highlights In 2023, Textron’s revenues increased 6% and segment profit increased 17%, compared with 2022. Our backlog increased 5% in 2023, to $13.9 billion, which included a $782 million increase at the Textron Aviation segment. During 2023, we continued to manage through the impacts of ongoing global supply chain shortages/delays and labor shortages to deliver products to our customers. Financial highlights for 2023 also include:

  40. Director Compensation Table

    | ● | Generated $1.3 billion of net cash from operating activities from our manufacturing businesses |

  41. Director Compensation Table

    | ● | Invested $570 million in research and development projects and $402 million in capital expenditures |

  42. Director Compensation Table

    | ● | Returned $1.2 billion to our shareholders through the repurchase of 16.2 million shares of our common stock |

  43. Director Compensation Table

    Beginning in 2023, we changed how we measure our segment profit for the manufacturing segments, as discussed below under 2023 Annual Incentive Compensation Performance Metrics on page 31. As a result of this change, the prior periods have been recast to conform to this presentation. Business highlights for 2023 include:

  44. Director Compensation Table

    | ● | Textron Aviation announced development of the Citation Ascend which is designed to bring the latest technology and innovations in cockpit avionics, engine performance and luxurious cabin features to the midsize business jet market. As part of a new fleet agreement with NetJets, Textron Aviation named NetJets as the fleet launch customer for the Ascend. |

  45. Director Compensation Table

    | ● | Bell began work on development of the next generation tiltrotor aircraft for the U.S. Army’s Future Long Range Assault Aircraft (FLRAA) program under a contract awarded to Bell in December 2022. Bell ramped up activity with additional engineering resources, contracting with key suppliers, ordering long-lead materials and breaking ground on a new FLRAA Drive Systems Test Lab as it continues work on a new tiltrotor aircraft to meet U.S. Army weapon system requirements. |

  46. Director Compensation Table

    | ● | Textron Systems grew its Intelligence, Surveillance and Reconnaissance (ISR) support to the U.S. Navy, expanding our Aerosonde® uncrewed aircraft systems (UAS) from four to seven vessels over the course of 2023. Also, Textron Systems was selected for Option 2 for the Future Tactical Uncrewed Aircraft System (FTUAS) program and its RIPSAW® M3 was downselected to participate in the Army’s Robotic Combat Vehicle Phase 1: Platform Prototype program. |

  47. Director Compensation Table

    | ● | Textron Specialized Vehicles unveiled its new Jacobsen SLF1 ELiTE lithium mower. The newest Jacobsen offering was the centerpiece of an all-electric display of Jacobsen and Cushman products at the 2023 Golf Course Superintendents Association of America Conference and Trade Show. In addition, Textron Ground Support Equipment launched its new TUG 660 Li belt loader, powered by lithium battery technology. This zero-emission, fully electric operation allows airlines, air freight companies and ground handlers to help achieve their sustainability goals with lower operational costs. |

  48. Director Compensation Table

    | ● | After receiving its first order from an automotive OEM for a thermoplastic composite underbody battery protection system, Kautex ramped up in preparation for successful production of this innovative product. The underbody protection product is part of Kautex’s customizable Pentatonic battery system, which also includes battery enclosures and thermal management systems for use in electric vehicles, from hybrid to full battery electric vehicles. |

  49. Director Compensation Table

    | ● | Pipistrel, within our Textron eAviation segment, has expanded its distributor and customer reach by adding three new distributors in the U.S. that collectively represent 29 states, as well as distributors in both Canada and Africa. |

  50. Director Compensation Table

    Overview of 2023 Executive Compensation Decisions and Results Key compensation decisions and results for 2023 include the following:

  51. Director Compensation Table

    | ● | 2023 Base Salaries: The Organization and Compensation Committee (the “Committee”) increased base salaries for each of the named executive officers (“NEOs”). Mr. Donnelly received an increase of 5.0% while Mr. Connor, Mr. Lupone, and Ms. Duffy received increases of 4.5%, 4.6% and 6.1% respectively. |

  52. Director Compensation Table

    | ● | 2023 Target Incentive Compensation: Target annual and long-term incentive compensation for each of the named executive officers increased only as a result of their base salary increases, except that the Committee increased Mr. Donnelly’s target annual incentive compensation by 10% of his base salary and his target long-term incentive compensation increased 8% from $12 million to $13 million. |

  53. Director Compensation Table

    | ● | 2023 Long-Term Incentive Awards: Maintained the target value allocation first instituted in 2020 of 50% PSUs, 25% stock options, and 25% RSUs. |

  54. Director Compensation Table

    | ● | 2023 Short-Term Incentive Results: The calculated payout for 2023 was 112.9% of target, which reflects above target performance on our profitability and cash flow metrics, and performance just below target on our hiring diversity metric. |

  55. Director Compensation Table

    | ● | 2021-2023 Long-Term Incentive Results: The calculated payout for the 2021-2023 PSU award was 200% as performance on our return on invested capital, cumulative cash flow and relative total shareholder return metrics exceeded maximum performance. |

  56. Director Compensation Table

    Executive Compensation Highlights The following summarizes key aspects of our executive compensation program for the NEOs:

  57. Director Compensation Table

    | Practices we employ | ● | Pay for performance—substantial portion of executives’ compensation tied to Company performance against pre-established metrics set by the Committee | | | ● | Fifty percent (50%) of long-term incentive awards subject to performance-based metrics to closely align with long-term Company performance | | | ● | Pay aligned with shareholder interests-substantial portion of executives’ target compensation, including more than 75% of CEO’s target compensation, is in the form of equity-based long-term incentives | | | ● | Annual incentive compensation for 2023 included hiring diversity performance metric; beginning in 2024, this metric will be broadened to encompass additional environmental, social, and governance objectives. | | | ● | Caps on annual incentive compensation and performance share unit payouts | | | ● | Double-trigger change in control provisions for equity awards and severance arrangements | | | ● | Committee annually conducts a pay-for-performance analysis based on operating and stock performance metrics used in our annual and long-term incentive awards | | | ● | Committee annually reviews the composition of a talent peer group which is referenced for benchmarking our executives’ compensation and makes changes as appropriate |

  58. Director Compensation Table

    | ● | Committee annually reviews compensation data against the talent peer group in order to understand the competitiveness of our compensation program and pay levels | | ● | Committee annually reviews a compensation-related risk assessment with assistance from its independent compensation consultant | | ● | Committee and the Board review and evaluate plans for executive development, succession and diversity | | ● | Annual shareholder engagement program includes discussion of executive compensation with Board involvement as requested by shareholders | | ● | Robust share ownership requirements |

  59. Director Compensation Table

    | Practices we prohibit | ● | No single-trigger vesting of long-term incentive awards upon a change in control of the Company | | | ● | No tax gross-ups for officers hired after 2008 | | | ● | No employment contracts guaranteeing fixed-term employment or bonuses to executives and no individually negotiated termination protection since 2008 | | | ● | No excessive executive perquisites | | | ● | No hedging or pledging Textron securities | | | ● | No repricing or exchanging stock options without shareholder approval |

  60. Director Compensation Table

    Compensation Philosophy Textron’s compensation philosophy is to establish target total direct compensation with reference to a talent peer group median and to tie a substantial portion of our executives’ compensation to performance against objective business metrics 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. 2023 Compensation Program Components Total direct compensation for Textron’s executives, including the NEOs, consists of base salary, annual incentive compensation and long-term incentive compensation. Our annual incentive compensation program is designed to reward performance against annual business metrics established by the Committee at the beginning of each year and is payable in cash. Our 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. PSUs represent 50% of long-term incentives awarded to our NEOs and are earned based on performance against financial metrics set by the Committee measured over a three-year performance period. The three-year financial metrics currently used for our PSUs are Average Return on Invested Capital (weighted at 50%), Cumulative Manufacturing Cash Flow (weighted at 30%), and relative Total Shareholder Return (“TSR”) compared to the S&P 500 (weighted at 20%). PSUs are typically settled in cash based upon our stock price at the end of the three-year performance cycle, but, in the Committee’s discretion, can be settled in shares of common stock, cash, or a combination of both. Our annual and long-term incentive compensation programs for 2023 are summarized in the following table: OVERVIEW AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAM The objectives of Textron’s compensation program for executive officers are:

  61. Director Compensation Table

    | ● | Encouraging world class performance |

  62. Director Compensation Table

    | ● | Focusing executives on delivering balanced performance by providing (i) both cash and equity incentives and (ii) both annual and long-term incentives |

  63. Director Compensation Table

    | ● | Aligning executive compensation with shareholder value |

  64. Director Compensation Table

    | ● | Attracting and retaining high-performing talent |

  65. Director Compensation Table

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

  66. Director Compensation Table

    | | Target total direct compensation should be set in reference to the median target total direct compensation of a talent peer group | | | Incentive compensation payout should be higher than target compensation when Textron performs well and lower if Textron underperforms | | | Performance metrics 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 |

  67. Director Compensation Table

    TARGET DIRECT COMPENSATION How Does the Committee Establish Target Direct Compensation? Target total direct compensation 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 generally are established as a percentage of base salary, varying for each NEO. The objectives of the three components are as follows: 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 reviewed and approved by the Committee annually, as part of its process in establishing target direct compensation for each NEO. For its 2022 review of the talent peer group, the compensation consultant evaluated current and potential peer companies using the following factors: size appropriateness, based upon both revenue and market capitalization, industry and business fit, global reach, and whether the company uses Textron as a peer company for compensation purposes. The Committee also considers changes that may occur at peer companies due to mergers and acquisitions and/or spin-off activities. After this review, the compensation consultant recommended, and the Committee concluded, that no changes to the 2022 talent peer group were warranted. The table below lists the 2022 talent peer group companies and Textron showing fiscal 2021 revenues. The 2022 talent peer group was referenced in setting target direct compensation for 2023.

  68. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    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 2023, 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 meetings in 2023. 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 2023 has not raised any conflict of interest.

  69. COMPENSATION ARRANGEMENTS RELATING TO TERMINATION OF EMPLOYMENT

    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, which was negotiated at the time of his hiring in 2009, 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.

  70. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  71. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Scott C. Donnelly | 2023 | 1,352,500 | 10,100,586 | 3,477,679 | 2,621,000 | 2,682,449 | 157,548 | 20,391,762 | | Chairman, President and | 2022 | 1,282,769 | 8,314,479 | 2,905,358 | 2,704,000 | 0 | 160,672 | 15,367,279 | | Chief Executive Officer | 2021 | 1,236,000 | 10,500,442 | 3,011,625 | 3,639,000 | 95,972 | 92,975 | 18,576,014 | | Frank T. Connor | 2023 | 1,140,385 | 2,903,960 | 999,835 | 1,299,000 | 1,190,453 | 86,572 | 7,620,205 | | Executive Vice President and | 2022 | 1,080,769 | 2,477,074 | 865,551 | 1,430,000 | 0 | 94,807 | 5,948,201 | | Chief Financial Officer | 2021 | 1,000,000 | 3,096,153 | 888,025 | 1,963,000 | 250,381 | 74,912 | 7,272,471 | | E. Robert Lupone | 2023 | 902,308 | 1,237,423 | 426,033 | 771,000 | 0 | 115,128 | 3,451,892 | | Executive Vice President, | 2022 | 861,346 | 1,054,963 | 368,616 | 848,000 | 0 | 126,121 | 3,259,047 | | General Counsel and Secretary | 2021 | 820,192 | 1,368,645 | 394,476 | 1,215,000 | 0 | 89,457 | 3,887,770 | | Julie G. Duffy | 2023 | 692,308 | 951,836 | 327,710 | 593,000 | 1,087,406 | 41,215 | 3,693,475 | | Executive Vice President and | 2022 | 653,269 | 800,319 | 279,639 | 644,000 | 0 | 61,284 | 2,438,511 | | Chief Human Resources Officer | 2021 | 620,192 | 1,021,663 | 298,848 | 920,000 | 400,571 | 36,810 | 3,298,084 |

  72. SUMMARY COMPENSATION TABLE

    | (1) Base salary increases, if any, are implemented in the first pay period in March of each year; therefore, amounts shown in this column may not exactly match the base salaries disclosed in the CD&A. |

  73. SUMMARY COMPENSATION TABLE

    | (2) The numbers shown in this column represent the grant date fair values of equity awards granted during the fiscal year, whether settled in stock or cash, including PSUs and RSUs, which are described in the CD&A. The grant date fair values are determined based on the closing price of our common stock on the date of grant, and the PSU values assume performance at target on the metrics. Assuming maximum performance is achieved, the grant date fair value of the PSUs granted in 2023 for the three-year performance period would be: Mr. Donnelly, $13,467,399, Mr. Connor, $3,871,897, Mr. Lupone,$1,649,849 and Ms. Duffy, $1,269,115. |

  74. SUMMARY COMPENSATION TABLE

    | (3) The amounts that appear in this column represent the grant date fair value of stock options granted during the fiscal year. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 14 Share-Based Compensation in Textron’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. The number of shares underlying the stock options granted to each NEO during 2023 is detailed in the Grants of Plan- Based Awards in Fiscal 2023 table on page 40. |

  75. SUMMARY COMPENSATION TABLE

    | (4) The amounts in this column reflect annual incentive compensation earned under Textron’s annual incentive compensation program. |

  76. SUMMARY COMPENSATION TABLE

    | (5) The amounts in this column reflect the year-over-year change in actuarial present value of accumulated pension benefits under all defined benefit plans in which the NEOs participate. Mr. Lupone does not participate in any of our defined benefit pension plans as he joined the Company after the plans were closed to new employees. For Ms. Duffy, this column also includes $119 in above-market non-qualified deferred compensation earnings that were posted to her interest-bearing account under the Deferred Income Plan for Textron Executives. Earnings are considered “above-market” if they were higher than 120% of the long-term applicable federal rate with compounding. |

  77. SUMMARY COMPENSATION TABLE

    | (6) The amounts in this column include the value of other benefits and the incremental cost to Textron in 2023 of providing various perquisites in 2023, as detailed below: |

  78. SUMMARY COMPENSATION TABLE

    | Benefit Type | Mr. Donnelly | Mr. Connor | Mr. Lupone | Ms. Duffy | | Spillover Savings Plan Contribution(a) | 51,125 | 40,519 | 85,428 | 18,115 | | Contributions to Textron Savings Plan | 16,500 | 16,500 | 29,700 | 16,500 | | Contributions to Retirement Plans | 6,600 | 6,600 | 0 | 6,600 | | Perquisites(b) | 83,323 | 22,953 | 0 | 0 | | Total | 157,548 | 86,572 | 115,128 | 41,215 |

  79. SUMMARY COMPENSATION TABLE

    | (a) These amounts represent the value of cash-settled Textron stock units credited to the NEO’s Spillover Savings Plan(“SSP”) account during the year. For Mr. Lupone, who is not eligible for a defined benefit pension plan, the Company credits an interest-bearing Moody’s account within the SSP with an amount equal to 4% of eligible compensation, reduced by the contribution that was made by the Company under the Textron Savings Plan. |

  80. SUMMARY COMPENSATION TABLE

    | (b) This amount includes the following: (i) $3,000 for parking for each of Mr. Donnelly and Mr. Connor, (ii) $5,937 for an annual physical exam for Mr. Donnelly, (iii) $74,386 for Mr. Donnelly’s personal travel on corporate aircraft, which includes $35,469 for Mr. Donnelly’s usage of corporate aircraft to attend a meeting of an outside board of directors on which he serves at the request of the Company’s board, deemed to be personal travel under SEC rules, (iv) $3,706 for the incremental cost to the Company of corporate aircraft dropping off or picking up Mr. Connor at an alternative airport for his personal convenience, (v) $16,247 for Mr. Connor, representing the Company paid portion of the costs for hangar space utilized by his personal aircraft. In addition, family members and invited guests of Mr. Donnelly occasionally fly as additional passengers on business flights. In those cases, the aggregate incremental cost to the Company is a de minimis amount and, as a result, no amount is reflected in the Summary Compensation Table. Textron values the personal use of corporate aircraft by using an incremental cost method that multiplies the hours flown on a personal flight by an hourly direct operating cost rate for the aircraft flown. The rate per flight hour is derived from the aircraft’s variable operating costs which include landing fees, fuel, hangar fees, maintenance, catering, security fees, crew expenses, de-icing costs and other direct operating expenses. The incremental cost of locating aircraft to the origin of a trip or returning aircraft from the completion of a trip are also included in the amount reported. |

  81. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 The following table sets forth information on plan-based compensation awards granted to the NEOs during Textron’s 2023 fiscal year. Annual equity awards were approved on January 27, 2023 for grant on March 1, 2023.

  82. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | | | | | | | | | | All Other Stock Awards: Number of Shares of Stock or Stock Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/sh)(5) | Grant Date Fair Value of Stock and Option Awards(6) | | | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | | | | | | Name | Grant Date | Approval Date | Grant Type | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Scott C. Donnelly | | | Annual IC | 2,320,500 | 4,641,000 | | | | | | | | | | 3/1/2023 | 1/27/2023 | PSUs | | | 23,001 | 92,003 | 184,006 | | | | 6,733,700 | | | 3/1/2023 | 1/27/2023 | RSUs | | | | | | 46,002 | | | 3,366,886 | | | 3/1/2023 | 1/27/2023 | Stock Options | | | | | | | 145,937 | 73.19 | 3,477,679 | | Frank T. Connor | | | Annual IC | 1,150,000 | 2,300,000 | | | | | | | | | | 3/1/2023 | 1/27/2023 | PSUs | | | 6,613 | 26,451 | 52,902 | | | | 1,935,949 | | | 3/1/2023 | 1/27/2023 | RSUs | | | | | | 13,226 | | | 968,011 | | | 3/1/2023 | 1/27/2023 | Stock Options | | | | | | | 41,957 | 73.19 | 999,835 | | E. Robert Lupone | | | Annual IC | 682,500 | 1,365,000 | | | | | | | | | | 3/1/2023 | 1/27/2023 | PSUs | | | 2,818 | 11,271 | 22,542 | | | | 824,924 | | | 3/1/2023 | 1/27/2023 | RSUs | | | | | | 5,636 | | | 412,499 | | | 3/1/2023 | 1/27/2023 | Stock Options | | | | | | | 17,878 | 73.19 | 426,033 | | Julie G. Duffy | | | Annual IC | 525,000 | 1,050,000 | | | | | | | | | | 3/1/2023 | 1/27/2023 | PSUs | | | 2,168 | 8,670 | 17,340 | | | | 634,557 | | | 3/1/2023 | 1/27/2023 | RSUs | | | | | | 4,335 | | | 317,279 | | | 3/1/2023 | 1/27/2023 | Stock Options | | | | | | | 13,752 | 73.19 | 327,710 |

  83. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023

    | (1) These amounts refer to awards of annual incentive compensation made under our Short-Term Incentive Plan. The performance metrics and methodology for calculating payments are described in the CD&A. | | (2) These amounts refer to the number of PSUs granted under the Textron Inc. 2015 Long-Term Incentive Plan. PSUs are performance share units which are earned based upon performance against pre-established metrics over a three-year performance period as described in the CD&A. PSUs are typically payable in cash based on the average closing price of our common stock for the first ten trading days of the fiscal year following vesting, but, in the Committee’s discretion, can be settled in shares of common stock, cash, or a combination of both. Grants of PSUs in 2023 vest at the end of fiscal 2025. The “target” amount to be paid assumes 100% of PSUs granted are earned, and the “maximum” that can be paid per the plan design is 200% of the PSUs granted. | | (3) These amounts represent the number of RSUs granted in 2023 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. RSUs earn dividend equivalents until vested and vest in full on the third anniversary of the grant date. | | (4) These amounts represent the number of stock options granted in 2023 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. Stock options vest ratably over three years, beginning on March 1, 2024, and annually thereafter. | | (5) Reflects the exercise price for the stock options granted on March 1, 2023 which is equal to the closing price of our common stock on the grant date. | | (6) Represents the grant date fair value of each equity award listed in the table as determined in accordance with generally accepted accounting principles. |

  84. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END The following table sets forth information with respect to the NEOs concerning unexercised options and stock awards and other equity incentive plan awards that have not yet vested as of the end of our 2023 fiscal year.

  85. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | Outstanding Equity Awards at 2023 Fiscal Year-End | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options(#) Exercisable | Number of Securities Underlying Unexercised Options(#) Unexercisable | Option Exercise Price ($)(2) | Option Expiration Date | Type of Stock Award(3) | Grant Year | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(5) | | Scott C. Donnelly | 3/1/2023 | 0 | 145,937 | 73.19 | 3/1/2033 | PSU | 2023 | | | 184,006 | 14,797,763 | | | 3/1/2022 | 48,544 | 97,088 | 71.07 | 3/1/2032 | RSU | 2023 | 46,002 | 3,699,481 | | | | | 3/1/2021 | 133,406 | 66,702 | 51.56 | 3/1/2031 | PSU | 2022 | | | 155,986 | 12,544,394 | | | 3/1/2020 | 233,913 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 38,997 | 3,136,139 | | | | | 3/1/2019 | 242,419 | 0 | 54.43 | 3/1/2029 | RSU | 2021 | 56,861 | 4,572,762 | | | | | 3/1/2018 | 193,820 | 0 | 58.24 | 3/1/2028 | RSU | 2019 | 23,496 | 1,889,548 | | | | | 3/1/2017 | 219,619 | 0 | 49.58 | 3/1/2027 | | | | | | | | | 3/1/2016 | 238,578 | 0 | 34.50 | 3/1/2026 | | | | | | | | | 3/1/2015 | 194,546 | 0 | 44.31 | 3/1/2025 | | | | | | | | Frank T. Connor | 3/1/2023 | 0 | 41,957 | 73.19 | 3/1/2033 | PSU | 2023 | | | 52,902 | 4,254,379 | | | 3/1/2022 | 14,462 | 28,924 | 71.07 | 3/1/2032 | RSU | 2023 | 13,226 | 1,063,635 | | | | | 3/1/2021 | 39,337 | 19,668 | 51.56 | 3/1/2031 | PSU | 2022 | | | 46,472 | 3,737,278 | | | 3/1/2020 | 68,972 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 11,618 | 934,320 | | | | | 3/1/2019 | 71,480 | 0 | 54.43 | 3/1/2029 | RSU | 2021 | 16,766 | 1,348,322 | | | | | 3/1/2018 | 56,179 | 0 | 58.24 | 3/1/2028 | RSU | 2019 | 6,928 | 557,150 | | | | | 3/1/2017 | 62,591 | 0 | 49.58 | 3/1/2027 | | | | | | | | | 3/1/2016 | 68,718 | 0 | 34.50 | 3/1/2026 | | | | | | | | | 3/1/2015 | 56,705 | 0 | 44.31 | 3/1/2025 | | | | | | | | E. Robert Lupone | 3/1/2023 | 0 | 17,878 | 73.19 | 3/1/2033 | PSU | 2023 | | | 22,542 | 1,812,828 | | | 3/1/2022 | 6,159 | 12,318 | 71.07 | 3/1/2032 | RSU | 2023 | 5,636 | 453,247 | | | | | 3/1/2021 | 17,474 | 8,737 | 51.56 | 3/1/2031 | PSU | 2022 | | | 19,792 | 1,591,673 | | | 3/1/2020 | 29,711 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 4,948 | 397,918 | | | | | 3/1/2019 | 30,791 | 0 | 54.43 | 3/1/2029 | RSU | 2021 | 7,448 | 598,968 | | | | | 3/1/2018 | 24,906 | 0 | 58.24 | 3/1/2028 | RSU | 2019 | 2,984 | 239,973 | | | | | 3/1/2017 | 28,056 | 0 | 49.58 | 3/1/2027 | | | | | | | | | 3/1/2016 | 31,091 | 0 | 34.50 | 3/1/2026 | | | | | | | | | 3/1/2015 | 26,114 | 0 | 41.31 | 3/1/2025 | | | | | | | | Julie G. Duffy | 3/1/2023 | 0 | 13,752 | 73.19 | 3/1/2033 | PSU | 2023 | | | 17,340 | 1,394,483 | | | 3/1/2022 | 4,673 | 9,344 | 71.07 | 3/1/2032 | RSU | 2023 | 4,335 | 348,621 | | | | | 3/1/2021 | 13,238 | 6,619 | 51.56 | 3/1/2031 | PSU | 2022 | | | 15,014 | 1,207,426 | | | 3/1/2020 | 22,283 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 3,754 | 301,897 | | | | | 3/1/2019 | 21,169 | 0 | 54.43 | 3/1/2029 | RSU | 2021 | 5,642 | 453,730 | | | | | 3/1/2018 | 14,044 | 0 | 58.24 | 3/1/2028 | RSU | 2019 | 2,051 | 164,941 | | | | | 3/1/2017 | 6,260 | 0 | 49.58 | 3/1/2027 | | | | | | | | | 3/1/2016 | 7,009 | 0 | 34.50 | 3/1/2026 | | | | | | | | | 3/1/2015 | 5,727 | 0 | 41.31 | 3/1/2025 | | | | | | |

  86. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (1) Stock option awards associated with each annual grant vest ratably over three years on each anniversary of the grant date. | | (2) The exercise price of stock options is equal to the closing price of our common stock on the date of grant. | | (3) The following types of stock awards are shown in this table: |

  87. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (a) “PSU” refers to performance share units. These units reward achievement of long-term goals over a three-year performance period, vesting at the end of the third fiscal year. They are typically settled in cash at a value based on the average closing price of our common stock for the first ten trading days of the fiscal year following vesting, but, in the Committee’s discretion, can be settled in shares of common stock, cash, or a combination of both. Further information about these awards can be found in the CD&A. |

  88. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (b) “RSU” refers to restricted stock units. RSUs granted prior to 2020 vest over five years, in three equal annual installments, beginning on the third anniversary of the grant date. Beginning with 2020 grants, RSUs vest in full on the third anniversary of the grant date. Upon vesting, common stock will be issued to the executive. RSUs are granted with the right to receive dividend equivalents. |

  89. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR-END

    | (4) The market value of RSUs that have not vested as of December 30, 2023 was calculated using the fiscal year-end closing share price of $80.42 multiplied by the number of unvested units. | | (5) PSUs granted in 2022 and 2023 vest, to the extent earned, on December 28, 2024 and January 3, 2026, respectively. The numbers of PSUs and the related values as of December 30, 2023 represent the units earned and payout value at maximum for both the 2022-2024 and 2023-2025 three-year performance periods, rather than the units earned and payout value at target, in accordance with SEC rules requiring reporting of these amounts in this manner because our performance exceeded target during the previous fiscal year. The payout values shown were determined by multiplying the 2023 fiscal year end closing price of our common stock of $80.42 by the maximum number of unearned and unvested PSUs. |

  90. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 The following table provides information concerning option exercises and the vesting of stock, including PSUs and RSUs, during Textron’s 2023 fiscal year for each NEO.

  91. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | Option Exercises and Stock Vested in Fiscal 2023 | | | | | | | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Type of Equity Award(1) | Number of Shares or Units Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Scott C. Donnelly | 222,319 | 7,481,168 | PSU | 227,444(3) | 18,291,046 | | | | | RSU | 102,309 | 7,487,996 | | | | | | | 25,779,042 | | Frank T. Connor | 63,361 | 2,132,332 | PSU | 67,064 | 5,393,287 | | | | | RSU | 30,078 | 2,201,409 | | | | | | | 7,594,696 | | E. Robert Lupone | 0 | 0 | PSU | 29,792 | 2,395,873 | | | | | RSU | 13,020 | 952,934 | | | | | | | 3,348,807 | | Julie G. Duffy | 0 | 0 | PSU | 22,570 | 1,815,079 | | | | | RSU | 9,155 | 670,054 | | | | | | | 2,485,133 |

  92. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023

    | (1) “PSU” and “RSU” are described in more detail in footnote 3 to the previous table. | | (2) PSUs vest at the end of the three-year performance period and, pursuant to SEC rules, are valued in the table above based on our common stock price at the end of the third fiscal year. The PSUs earned are subsequently settled in cash based on the average closing price of our common stock for the first ten trading days of the fiscal year following vesting, except for a portion of Mr. Donnelly’s PSUs which were settled in stock. The use of different stock prices results in the following payouts to our NEOs, which differ from the values in the table: Mr. Donnelly, $15,000,000 in cash and $2,886,196 in stock, Mr. Connor $5,273,913, Mr. Lupone, $2,342,843 and Ms. Duffy, $1,774,905. | | (3) As described on page 34, the PSUs earned were not all settled in cash as the balance of Mr. Donnelly’s PSU payout exceeding $15,000,000 was settled by issuing to him 32,547 shares of common stock. |

  93. PENSION BENEFITS IN FISCAL 2023

    PENSION BENEFITS IN FISCAL 2023 The table below sets forth information on the pension benefits for the NEOs under each of the Company’s pension plans:

  94. PENSION BENEFITS IN FISCAL 2023

    | Name | Plan Name | Number of Years of Credited Service | | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Scott C. Donnelly | TRP | 15.50 | | $655,354 | 0 | | | Spillover | 15.50 | | 6,930,765 | 0 | | | Wrap Around | 34.50(2) | | 8,447,799 | 0 | | | | | Total | $16,033,918 | | | Frank T. Connor | TRP | 14.42 | | $682,634 | 0 | | | Spillover | 14.42 | | 4,432,291 | 0 | | | Add’l Credited Service | 3.00(2) | | 1,064,377 | 0 | | | | | Total | $6,179,302 | | | E. Robert Lupone(3) | N/A | N/A | | N/A | | | Julie G. Duffy | TRP | 26.50 | | $973,607 | 0 | | | Spillover | 26.50 | | 3,065,864 | 0 | | | TSPPSO | 26.50 | | 620,216 | 0 | | | | | Total | $4,659,687 | |

  95. PENSION BENEFITS IN FISCAL 2023

    | (1) The present value of the accumulated benefit has been calculated consistent with the assumptions set forth in Note 15 Retirement Plans in Textron’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023. | | (2) Years of extra service granted to the executive by employment letter. | | (3) Mr. Lupone is not eligible to participate in any of our pension plans. |

  96. PENSION BENEFITS IN FISCAL 2023

    A brief description of each of the Company’s pension plans referenced above follows.

  97. SPP: Spillover Pension Plan

    SPP: Spillover Pension Plan Textron maintains the Spillover Pension Plan (“SPP”) to compensate certain Textron executives for pension benefits that would have been earned but for limitations imposed on tax-qualified plans under federal law. The formula for the SPP is the same as the formula for the defined benefit portion of the qualified plan (the TRP). Eligible compensation components include base salary and annual incentive compensation paid in a given year. The amount included in the formula equals the total of these components (whether or not deferred), less the Internal Revenue Code limit noted above ($330,000 in 2023). Benefits under the SPP also vest after five years of qualifying service, and are generally paid under the same age and service requirements as the defined benefit portion of the TRP. This plan is unfunded and not qualified for tax purposes. In 2008, an appendix was added to the SPP for certain designated participants hired on or after January 1, 2008, including Mr. Donnelly, to provide a “wrap-around pension benefit.” This appendix will recognize an additional benefit service accrual identified in the offer letter of the designated participant and the resulting calculation will be offset by the prior employer age 65 benefit as described in the offer letter, and any qualified and non-qualified age 65 benefit provided by Textron. Specific to Mr. Donnelly, refer to the CD&A for details on his “wrap-around” benefit. Effective January 1, 2010, the SPP was closed to new entrants except for those who were participants in the Textron Retirement Program on December 31, 2009. Mr. Lupone, therefore, is not eligible to participate in the SPP.

  98. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION The table below shows the deferred compensation activity for each NEO during 2023 under nonqualified deferred compensation plans maintained by Textron.

  99. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Plan Name | Registrant Contributions in Last FY ($)(1) | Aggregate Earnings in Last FY ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($)(3) | | Scott C. Donnelly | Spillover Savings Plan | 51,125 | 164,715 | 0 | 1,413,830 | | Frank T. Connor | Spillover Savings Plan | 40,519 | 103,646 | 0 | 897,511 | | E. Robert Lupone | Spillover Savings Plan | 85,428 | 83,307 | 0 | 1,069,938 | | Julie G. Duffy | Deferred Income Plan | 0 | 1,651 | 0 | 25,067 | | | Spillover Savings Plan | 18,115 | 17,997 | 0 | 166,267 |

  100. NONQUALIFIED DEFERRED COMPENSATION

    | (1) The amounts shown in this column include contributions made by Textron into each executive’s notional deferred income account in the Textron Spillover Savings Plan (the “SSP”) in 2023. There are two types of Company contributions made under the SSP. First, if a participant contributes at least 10% of eligible compensation to the tax-qualified Textron Savings Plan (“TSP”), then the participant’s stock unit account within the SSP is credited with a match equal to 5% of eligible compensation reduced by the matching contribution under the TSP. Second, for Mr. Lupone and other employees hired after 2009 who are not eligible for a defined benefit pension plan, the Company credits the interest-bearing Moody’s account within the SSP with an amount equal to 4% of eligible compensation reduced by the contribution that was made by the Company under the TSP. These amounts are also reported in the “All Other Compensation” column in the Summary Compensation table on page 38. | | (2) The amounts in this column reflect aggregate earnings during the fiscal year on amounts accrued in the participants’ accounts under the SSP and the DIP, if applicable, based upon the terms of each plan, as described below. To the extent the credited rate exceeds 120% of the long-term applicable federal rate, such earnings are considered “above-market earnings”. The amount of above-market earnings in the DIP was $119 for Ms. Duffy. | | (3) Of these balances, the following amounts were reported in Summary Compensation Tables in prior-year proxy statements: Mr. Donnelly $601,581, Mr. Connor $418,536, Mr. Lupone $680,668 and Ms. Duffy $78,728. This information is provided to clarify the extent to which amounts payable as deferred compensation represent compensation reported in our prior proxy statements, rather than additional currently earned compensation. |

  101. NONQUALIFIED DEFERRED COMPENSATION

    A brief description of the Company’s deferred compensation plans referenced above follows.

  102. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL The discussion and tables below reflect the amount of compensation that would become payable to each of the NEOs under existing plans and arrangements if the named executive’s employment had terminated and/or a change in control had occurred on December 29, 2023, the last business day of Textron’s 2023 fiscal year. Information is provided with respect to the following termination scenarios—voluntary, “for cause”, death or disability, “not for cause” or “good reason”, change in control—and is based upon the named executive’s compensation and service levels as of such date and, if applicable, based on the Company’s closing stock price on that date. In addition, in connection with any future actual termination of employment, the Company may determine to enter into an agreement or to establish an arrangement providing additional benefits or amounts or altering the terms of benefits described below, as the Organization and Compensation Committee believes appropriate. The actual amounts that would be paid upon a NEO’s termination of employment can be determined only at the time of such executive’s separation from the Company. Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be higher or lower than reported below. Factors that could affect these amounts include the timing during the year of any such event, the Company’s share price and the executive’s age.

  103. PAY RATIO

    PAY RATIO We are required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission (“SEC”) rules to provide the ratio of the annual total compensation of Mr. Donnelly, our Chief Executive Officer, to that of an employee whose annual compensation is at the median of all our employees. Textron and its consolidated subsidiaries together have approximately 35,000 employees located throughout the world, with approximately 78% in the U.S., 10% in Europe, 7% in Canada and Mexico combined, 5% in Asia and less than 1% elsewhere. To identify the employee with compensation at the median of all employees for our 2023 fiscal year, we used “annual rate”, as reflected in our enterprise-wide human resources information system, as of October 1, 2023, for all of our employees, including part time, temporary and seasonal employees. The annual rate for salaried employees reflects base salary paid on an annual basis. For hourly employees, the annual rate is arrived at using their hourly rate and standard work hours. We did not make any cost-of-living adjustments despite the large variety of labor markets in which our employees work, nor did we make any adjustments to account for the variety of compensation arrangements used to pay employees in varying roles (e.g., we did not include overtime, commissions, bonuses or other types of non-fixed compensation). Using this methodology for 2023, we determined that the “median employee” was a full-time, hourly employee located in the U.S. Total compensation for the median employee in the 2023 fiscal year was in the amount of $104,326. “Annual total compensation” of the median employee includes regular and overtime earnings, bonus payments, Company contributions to a 401(k) plan on behalf of the employee, and the Company-paid portion of health and welfare benefits. “Annual total compensation” for Mr. Donnelly for the 2023 fiscal year was $20,414,710 which is a $22,948 increase over the amount reflected in the “Total” column in the Summary Compensation Table on page 38. The increase reflects the inclusion of Mr. Donnelly’s health and welfare benefits which are excluded from the Summary Compensation Table amounts under SEC rules. Based upon this information, for 2023 the ratio of the annual total compensation of Mr. Donnelly to the annual total compensation of the median employee was 196 to 1.

  104. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  105. Pay Versus Performance Table

    Pay Versus Performance Table The following table provides a summary of “Compensation Actually Paid,” calculated as prescribed by the SEC (“CAP”), to the principal executive officer (“PEO”), the average CAP for the other non-PEO named executive officers (“Non-PEO NEOs”), total shareholder return (“TSR”), Net Income and the Company-selected financial measure of Manufacturing Cash Flow before Pension Contributions for 2023, 2022, 2021 and 2020.

  106. Pay Versus Performance Table

    | | | | | | Value of Initial Fixed $100 Investment based on:(2) | | | | | | | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Company Total Shareholder Return (TSR) ($) | Peer Group TSR S&P 500 A&D Index TSR ($) | Peer Group TSR S&P 500 Industrials Index TSR ($) | Net Income ($) (in millions) | Manufacturing Cash Flow before Pension Contributions(3) | | 2023 | 20,391,762 | 27,994,633 | 4,921,857 | 6,004,863 | 181.4 | 119.1 | 150.2 | 921 | 931 | | 2022 | 15,367,279 | 18,736,482 | 3,881,920 | 4,533,894 | 159.5 | 111.5 | 127.2 | 861 | 1,188 | | 2021 | 18,576,014 | 45,821,710 | 4,819,441 | 9,366,481 | 173.7 | 95.0 | 134.5 | 746 | 1,149 | | 2020 | 17,770,781 | 15,822,859 | 4,206,109 | 3,770,432 | 108.6 | 83.9 | 111.1 | 309 | 596 |

  107. Pay Versus Performance Table

    | (1) During each year in the table above, Mr. Donnelly was Textron’s Principal Executive Officer (“PEO”) and our other Named Executive Officers (“Non-PEO NEOs”) consisted of Mr. Connor, Mr. Lupone and Ms. Duffy. | | (2) Represents the value as of the end of each year indicated of $100 invested on December 31, 2019 in the Company’s stock or in one of the indicated Peer Group indices. | | (3) 2022’s Manufacturing Cash Flow before Pension Contributions has been adjusted to exclude the impact of the Pipistrel acquisition consistent with the prior year’s presentation. |

  108. Pay Versus Performance Table

    “Compensation Actually Paid” is defined by the SEC to include amounts not actually received by the PEO or non-PEO NEOs. The calculation of CAP is required to include, not only actual take-home pay for the reported year, but (i) an alternate valuation of pension benefits accrued during the year, (ii) the year-end value of equity awards granted during the reported year, and (iii) the change in the value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or through the end of the reported fiscal year. The reconciliation below sets forth adjustments made to the Summary Compensation Table Total for Mr. Donnelly and the average of the Summary Compensation Table Total for the Non- PEO NEOs to arrive at “Compensation Actually Paid to PEO” and “Average Compensation Actually Paid to Non-PEO NEOs”, in the manner prescribed by SEC rules.

  109. Pay Versus Performance Table

    | | PEO | | | | Non-PEO NEOs (average) | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (“SCT”) Total | $20,391,762 | $15,367,279 | $18,576,014 | $17,770,781 | $4,921,857 | $3,881,920 | $4,819,441 | $4,206,109 | | Adjustments: | | | | | | | | | | Deduction for Change in Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT | (2,682,449) | — | (95,972) | (2,838,193) | (759,247) | — | (216,984) | (708,553) | | Increase for “Service Cost” for pension plans | 413,267 | 576,449 | 580,054 | 512,139 | 129,420 | 162,591 | 165,031 | 188,354 |

  110. Pay Versus Performance Table

    | | PEO | | | | Non-PEO NEOs (average) | | | | | | 2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | 2020 | | Deduction for the grant date fair value of stock awards (PSUs and RSUs) awarded during the year, reported under the “Stock Awards” column in the SCT | (10,100,586) | (8,314,479) | (10,500,442) | (10,522,576) | (1,697,740) | (1,444,119) | (1,828,820) | (1,797,292) | | Deduction for the grant date fair value of options awarded during the year, reported under the “Option Awards” column in the SCT | (3,477,679) | (2,905,358) | (3,011,625) | (2,493,513) | (584,526) | (504,602) | (527,116) | (429,833) | | Increase for year-end fair value of awards granted during year that remain outstanding and unvested as of year-end(1) | 14,676,737 | 12,650,262 | 22,165,513 | 13,307,527 | 2,466,901 | 2,190,502 | 3,879,540 | 2,293,943 | | Increase/deduction for change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end(1) | 4,093,826 | 1,079,909 | 14,602,311 | 1,043,862 | 711,301 | 194,183 | 2,484,003 | 170,048 | | Increase/deduction for change in fair value from prior year-end to vesting date of awards granted prior to year that vested during the year | 4,665,339 | 264,240 | 3,486,240 | (977,153) | 814,467 | 50,307 | 588,100 | (155,581) | | Increase for value of dividend equivalents | 14,355 | 18,180 | 19,617 | 19,985 | 2,469 | 3,112 | 3,286 | 3,237 | | Total Adjustments | 7,602,871 | 3,369,203 | 27,245,696 | (1,947,922) | 1,083,005 | 651,974 | 4,547,040 | (435,677) | | “Compensation Actually Paid” | $27,994,633 | $18,736,482 | $45,821,710 | $15,822,859 | $6,004,863 | $4,533,894 | $9,366,481 | $3,770,432 |

  111. Pay Versus Performance Table

    | (1) We calculate the fair value of our PSUs, which are typically settled in cash, but, in the Committee’s discretion, can be settled in shares of common stock, cash, or a combination of both, in accordance with GAAP, based on the closing price of our common stock and the number of units, as adjusted based on estimates with respect to performance on the relevant metrics. On the grant date, we assume performance at target on the metrics. Following the grant date, we apply the actual relative TSR as of the valuation date, and, for the remaining performance periods, we utilize estimates of performance against the target for each operating metric. |