DEF 14A of Textron Inc, Mar 4, 2025

DEF 14A of Textron Inc

Filed Mar 4, 2025 · FY20240001552781-25-000047

Open on EDGAR

  1. NOTICE OF ANNUAL MEETING

    | Executive Compensation | | | 37 | | Summary Compensation Table | 37 | Pay Ratio | 49 | | Grants of Plan-Based Awards in Fiscal 2024 | 39 | Pay versus Performance | 50 | | Outstanding Equity Awards at 2024 Fiscal Year-End | 40 | Evaluation of Risk in Compensation Plans | 55 | | Option Exercises and Stock Vested in Fiscal 2024 | 41 | Timing of Option Awards | 55 | | Pension Benefits in Fiscal 2024 | 42 | Equity Compensation Plan Information | 55 | | Nonqualified Deferred Compensation | 44 | Transactions with Related Persons | 56 | | Potential Payments Upon Termination or Change in Control | 45 | | | | Item 2 Advisory Vote to Approve Textron’s Executive Compensation | | | 57 | | Item 3 Ratification of Appointment of Independent Registered Public Accounting Firm | | | 58 | | Fees to Independent Auditors | 58 | | | | General information about the Annual Meeting | | | 59 | | Internet Availability of Proxy Materials | 59 | Required Vote | 60 | | Voting | 59 | Costs of Proxy Solicitation | 60 | | Savings Plan Participants | 59 | Confidential Voting Policy | 60 | | Changing or Revoking a Proxy | 59 | Attending the Meeting | 60 | | Other information | | | 62 | | Other Matters to Come Before the Meeting | 62 | Delivery of Documents to Shareholders Sharing an Address | 62 | | Shareholder Proposals and Other Matters for 2026 | | | | | Annual Meeting | 62 | | |

  2. NOTICE OF ANNUAL MEETING

    | 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, 63, 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, 66, retired in 2022 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, 74, 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. |

  3. NOTICE OF ANNUAL MEETING

    | 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, 72, 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 has served as a director of Elevance Health, Inc. (formerly Anthem, Inc.) since 2014. He served as a director of General Mills from 2009 until September 2024. | | 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, 63, 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 served as a Director of Nano Dimension Ltd. from October 2023 until December 2024. | | 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, 66, 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. |

  4. NOTICE OF ANNUAL MEETING

    | 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, 69, 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. |

  5. NOTICE OF ANNUAL MEETING

    | Rob Mionis Director Since 2025 Audit Committee O&C Committee | Experience, Qualifications, Attributes and Skills • Extensive expertise in operations and manufacturing • Significant international business experience with global perspective • Deep experience in the aerospace and industrial sectors | | | Mr. Mionis, 62, is the President and Chief Executive Officer of Celestica Inc., a multinational leader in design, manufacturing, hardware platform and innovative supply chain solutions for a wide range of industries including aerospace, industrial and communications. Celestica’s solutions span design and engineering through to after-market services. Headquartered in Toronto, Canada, Celestica employs approximately 27,000 people across 40 locations in the Americas, Asia and Europe, and generated $9.7 billion in revenue in 2024. Mionis has served as Celestica’s CEO since 2015. Prior to his role at Celestica, Mr. Mionis was an Operating Partner/Senior Advisor in private equity at Pamplona Capital Management from 2013 to 2015 where he generated deal flow within the industrial/aerospace market and supported several companies across a range of industries, including industrial, aerospace, healthcare and automotive. From 2006 to 2013, he served as President and Chief Executive Officer of StandardAero, a global aerospace maintenance, repair and overhaul company, leading it through a period of significant revenue and profitability growth. He previously held senior leadership roles at Honeywell, culminating in his position as the Vice President Integrated Supply Chain for Honeywell Aerospace, and began his career at General Electric. |

  6. NOTICE OF ANNUAL MEETING

    | 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, 70, 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. |

  7. NOTICE OF ANNUAL MEETING

    | 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 Presidential Advisor for Science and Technology Policy 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 Presidential Advisor for Science and Technology Policy, to which she was appointed in 2024, she tracks and advises on current trends and future opportunities to inform and advance state and federal policy. She provides strategic direction to campus laboratories, centers, and initiatives related to defense or national security and represents MIT with external stakeholders. From 2013 to 2024, she served as Vice President for Research at MIT, a role in which she had overall responsibility for research administration and policy at MIT, overseeing MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers, playing a central role in research relationships with the federal government. In addition, in her previous role she led the team that developed and provided oversight for 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 2016-2018. She also served as co-chair of the President’s Council of Advisors on Science and Technology from 2021 through 2024. Ms. Zuber has served as a director of Bank of America Corporation since 2017. |

  8. NOTICE OF ANNUAL MEETING

    | | 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 | | Michael X. Garrett | 145,000 | 165,000 | | 310,000 | | Deborah Lee James | 155,000 | 165,000 | 7,500 | 327,500 | | Thomas A. Kennedy | 145,000 | 165,000 | 7,500 | 317,500 | | Lionel L. Nowell III | 160,000 | 165,000 | 7,500 | 332,500 | | James L. Ziemer | 145,000 | 165,000 | 7,500 | 317,500 | | Maria T. Zuber | 150,000 | 165,000 | | 315,000 |

  9. NOTICE OF ANNUAL MEETING

    | (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, 11,731 shares; Mr. Donnelly, 18,306 shares; Ms. Duffy, 2,331 shares; and Mr. Lupone, 6,601 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2024, as follows: Mr. Connor, 25,625 shares; Mr. Donnelly, 89,555 shares; Ms. Duffy, 8,508 shares; and Mr. Lupone, 10,922 shares; and (iii) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: |

  10. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT The Committee has the authority to retain outside consultants or advisors as it deems necessary to provide desired expertise and counsel. In 2024, 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 2024. 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 2024 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. Stock options and unvested/unearned PSUs are not included for purposes of calculating share ownership. 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 (the “anti-hedging policy”). The anti-hedging 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, including our NEOs. In addition, our NEOs are prohibited from pledging Textron securities as collateral for any loan or holding Textron securities in a margin account. CLAWBACK POLICY Each of our 2015 Long-Term Incentive Plan, 2024 Long-Term Incentive Plan and our Short-Term Incentive Plan includes a clawback provision which conforms to the recovery policy (“Recovery Policy”) required by the Dodd-Frank Act and implemented by the NYSE and the SEC. The Recovery Policy requires the “clawback” of certain incentive-based compensation paid to current and former NEOs and the Controller if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws and such executives would have received less incentive-based compensation under the restated numbers than they actually received. The policy applies a “no fault” standard and does not require any misconduct on the part of the recipient of the incentive-based compensation. “Incentive-based compensation” includes any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure. A copy of the Recovery Policy is included as Exhibit 97 to our Annual Report on Form 10-K for the fiscal year ended December 30, 2023. 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. 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, who retired from the Company effective February 28, 2025, will receive an enhanced pension benefit of an additional three years of credited service under the Textron Spillover Pension Plan, pursuant to a letter agreement which was negotiated at the time of his hiring in 2009. 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. Neither Mr. Lupone nor Ms. Duffy has been provided any supplemental or enhanced pension benefits. 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.

  11. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | Name and Principal Position | Year | Salary ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(6) | All Other Compensation ($)(7) | Total ($) | | Scott C. Donnelly | 2024 | 1,413,461 | 11,586,840 | 3,946,683 | 1,641,000 | 894,425 | 161,569 | 19,643,978 | | Chairman, President and | 2023 | 1,352,500 | 10,100,586 | 3,477,679 | 2,621,000 | 2,682,449 | 157,548 | 20,391,762 | | Chief Executive Officer | 2022 | 1,282,769 | 8,314,479 | 2,905,358 | 2,704,000 | 0 | 160,672 | 15,367,279 | | Frank T. Connor(1) | 2024 | 1,190,385 | 3,298,541 | 1,123,522 | 813,000 | 587,295 | 87,015 | 7,099,758 | | Executive Vice President and | 2023 | 1,140,385 | 2,903,960 | 999,835 | 1,299,000 | 1,190,453 | 86,572 | 7,620,205 | | Chief Financial Officer (Retired) | 2022 | 1,080,769 | 2,477,074 | 865,551 | 1,430,000 | 0 | 94,807 | 5,948,201 | | E. Robert Lupone | 2024 | 942,308 | 1,406,198 | 478,954 | 483,000 | 0 | 115,648 | 3,426,108 | | Executive Vice President, | 2023 | 902,308 | 1,237,423 | 426,033 | 771,000 | 0 | 115,128 | 3,451,892 | | General Counsel and Secretary | 2022 | 861,346 | 1,054,963 | 368,616 | 848,000 | 0 | 126,121 | 3,259,047 | | Julie G. Duffy | 2024 | 740,385 | 1,110,097 | 378,107 | 381,000 | 399,794 | 43,919 | 3,053,302 | | Executive Vice President and | 2023 | 692,308 | 951,836 | 327,710 | 593,000 | 1,087,406 | 41,215 | 3,693,475 | | Chief Human Resources Officer | 2022 | 653,269 | 800,319 | 279,639 | 644,000 | 0 | 61,284 | 2,438,511 |

  12. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (6) 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 $48 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. |

  13. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | Outstanding Equity Awards at 2024 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 | 3/1/2024 | 0 | 142,531 | 88.68 | 3/1/2034 | PSU | 2024 | | | 174,212 | 13,450,909 | | | 3/1/2023 | 48,646 | 97,291 | 73.19 | 3/1/2033 | RSU | 2024 | 43,553 | 3,362,727 | | | | | 3/1/2022 | 97,088 | 48,544 | 71.07 | 3/1/2032 | PSU | 2023 | | | 184,006 | 14,207,103 | | | 3/1/2021 | 200,108 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 46,002 | 3,551,814 | | | | | 3/1/2020 | 233,913 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 38,997 | 3,010,958 | | | | | 3/1/2019 | 242,419 | 0 | 54.43 | 3/1/2029 | | | | | | | | | 3/1/2018 | 193,820 | 0 | 58.24 | 3/1/2028 | | | | | | | | | 3/1/2017 | 219,619 | 0 | 49.58 | 3/1/2027 | | | | | | | | Frank T. Connor | 3/1/2024 | 0 | 40,575 | 88.68 | 3/1/2034 | PSU | 2024 | | | 49,594 | 3,829,153 | | | 3/1/2023 | 13,986 | 27,971 | 73.19 | 3/1/2033 | RSU | 2024 | 12,399 | 957,327 | | | | | 3/1/2022 | 28,924 | 14,462 | 71.07 | 3/1/2032 | PSU | 2023 | | | 52,902 | 4,084,563 | | | 3/1/2021 | 59,005 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 13,226 | 1,021,179 | | | | | 3/1/2020 | 68,972 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 11,618 | 897,026 | | | | | 3/1/2019 | 71,480 | 0 | 54.43 | 3/1/2029 | | | | | | | | | 3/1/2018 | 56,179 | 0 | 58.24 | 3/1/2028 | | | | | | | | | 3/1/2017 | 62,591 | 0 | 49.58 | 3/1/2027 | | | | | | | | E. Robert Lupone | 3/1/2024 | 0 | 17,297 | 88.68 | 3/1/2034 | PSU | 2024 | | | 21,142 | 1,632,374 | | | 3/1/2023 | 5,960 | 11,918 | 73.19 | 3/1/2033 | RSU | 2024 | 5,286 | 408,132 | | | | | 3/1/2022 | 12,318 | 6,159 | 71.07 | 3/1/2032 | PSU | 2023 | | | 22,542 | 1,740,468 | | | 3/1/2021 | 26,211 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 5,636 | 435,156 | | | | | 3/1/2020 | 29,711 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 4,948 | 382,035 | | | | | 3/1/2019 | 30,791 | 0 | 54.43 | 3/1/2029 | | | | | | | | | 3/1/2018 | 24,906 | 0 | 58.24 | 3/1/2028 | | | | | | | | | 3/1/2017 | 28,056 | 0 | 49.58 | 3/1/2027 | | | | | | | | Julie G. Duffy | 3/1/2024 | 0 | 13,655 | 88.68 | 3/1/2034 | PSU | 2024 | | | 16,690 | 1,288,635 | | | 3/1/2023 | 4,584 | 9,168 | 73.19 | 3/1/2033 | RSU | 2024 | 4,173 | 322,197 | | | | | 3/1/2022 | 9,345 | 4,672 | 71.07 | 3/1/2032 | PSU | 2023 | | | 17,340 | 1,338,821 | | | 3/1/2021 | 19,857 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 4,335 | 334,705 | | | | | 3/1/2020 | 22,283 | 0 | 40.60 | 3/1/2030 | RSU | 2022 | 3,754 | 289,846 | | | | | 3/1/2019 | 21,169 | 0 | 54.43 | 3/1/2029 | | | | | | | | | 3/1/2018 | 14,044 | 0 | 58.24 | 3/1/2028 | | | | | | | | | 3/1/2017 | 6,260 | 0 | 49.58 | 3/1/2027 | | | | | | |

  14. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | Option Exercises and Stock Vested in Fiscal 2024 | | | | | | | | | 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 | 433,124 | 20,570,955 | PSU | 95,395 | | 7,365,448 | | | | | RSU | 80,357 | | 7,126,059 | | | | | | | Total | 14,491,507 | | Frank T. Connor | 125,423 | 5,953,427 | PSU | 28,421 | | 2,194,385 | | | | | RSU | 23,694 | | 2,101,184 | | | | | | | Total | 4,295,569 | | E. Robert Lupone | 57,205 | 2,641,926 | PSU | 12,104 | | 934,550 | | | | | RSU | 10,432 | | 925,110 | | | | | | | Total | 1,859,660 | | Julie G. Duffy | 12,736 | 608,187 | PSU | 9,182 | | 708,942 | | | | | RSU | 7,693 | | 682,215 | | | | | | | Total | 1,391,157 |

  15. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (1) “PSU” and “RSU” are described in more detail in footnote 3 to the previous table. |

  16. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (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, resulting in the following actual payouts: Mr. Donnelly, $7,271,007 Mr. Connor $2,166,249, Mr. Lupone, $922,567 and Ms. Duffy, $699,852. |

  17. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    PENSION BENEFITS IN FISCAL 2024 The table below sets forth information on the pension benefits for the NEOs under each of the Company’s pension plans:

  18. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | Name | Plan Name | Number of Years of Credited Service | | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Scott C. Donnelly | TRP | 16.50 | | $720,632 | 0 | | | Spillover | 16.50 | | 7,539,111 | 0 | | | Wrap Around | 35.50(2) | | 8,668,600 | 0 | | | | | Total | $16,928,343 | | | Frank T. Connor | TRP | 15.42 | | $757,041 | 0 | | | Spillover | 15.42 | | 4,907,305 | 0 | | | Add’l Credited Service | 3.00(2) | | 1,102,251 | 0 | | | | | Total | $6,766,597 | | | E. Robert Lupone(3) | N/A | N/A | | N/A | | | Julie G. Duffy | TRP | 27.50 | | $1,024,189 | 0 | | | Spillover | 27.50 | | 3,362,333 | 0 | | | TSPPSO | 27.50 | | 672,911 | 0 | | | | | Total | $5,059,433 | |

  19. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (1) The present value of the accumulated benefit has been calculated consistent with the assumptions set forth in Note 14 Retirement Plans in Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. |

  20. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (2) Years of extra service granted to the executive by employment letter. |

  21. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (3) Mr. Lupone is not eligible to participate in any of our pension plans. |

  22. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    A brief description of each of the Company’s pension plans referenced above follows. TRP: Textron Retirement Program Textron’s retirement benefits for U.S. salaried and eligible bargained employees, the Textron Retirement Program (“TRP”), is designed to be a “floor-offset” arrangement which has two parts. The first is a traditional defined pension benefit which provides a set monthly income (pension) at retirement through a formula based on age, years of service and annual compensation. The second is a defined contribution benefit called the Textron Retirement Account Plan. The TRP is funded and tax qualified. Benefits under the TRP are based on one and one-third percent of eligible compensation, provided that, for service years prior to 2007 (which only applies to Ms. Duffy), benefits are based on a one percent annual benefit for eligible compensation up to the “covered compensation” level ($81,358 in 2024), plus an additional amount equal to one and one-half percent of eligible compensation in excess of covered compensation. “Eligible Compensation” includes base salary plus annual incentive payments in a given year, up to the Internal Revenue Code limit ($345,000 in 2024). The benefit formula is calculated based on eligible employees’ highest consecutive five-year average eligible compensation throughout their career at Textron. Provided an employee meets the five years of qualifying service to become vested in the TRP, the accumulated benefit earned during an employee’s career is payable in monthly installments after retirement. While the normal retirement age under the TRP is 65, eligible employees who meet defined age and service criteria can retire and begin collecting a reduced benefit as early as age 55. Mr. Donnelly, Mr. Connor and Ms. Duffy qualify for the early retirement benefit under the TRP. Under the Textron Retirement Account Plan, Textron makes annual contributions to a participant’s account equal to 2% of eligible compensation up to the Internal Revenue Code limit, and the account balance is adjusted for investment gains and losses. The participant may receive the account in a lump sum or as an actuarially equivalent annuity upon termination of employment at any age. The value of any distribution from the Textron Retirement Account Plan offsets benefits accrued after 2006 under the pension formula. Effective January 1, 2010, the TRP was closed to new entrants, and new employees, including Mr. Lupone, instead receive an annual company contribution to the Textron Savings Plan equal to 4% of eligible compensation up to the Internal Revenue Code Limit. 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 ($345,000 in 2024). 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. TSPPSO: Textron Supplemental Pension Plan in Lieu of Stock Options The Textron Supplemental Pension Plan in Lieu of Stock Options (“TSPPSO”) is a pension enhancement benefit that was provided to a select group of employees whose stock option grants were reduced beginning in 2003. The plan increases pensionable earnings for these employees by approximately 10-15%. Benefits under the TSPPSO 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. The TSPPSO is no longer open to new entrants. Based on Ms. Duffy’s position in 2003, she is the only NEO who is eligible to participate in the plan. NONQUALIFIED DEFERRED COMPENSATION The table below shows the deferred compensation activity for each NEO during 2024 under nonqualified deferred compensation plans maintained by Textron.

  23. 2024 Say-on-Pay Advisory Vote on Executive 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 | 53,423 | (55,201) | 0 | 1,412,053 | | Frank T. Connor | Spillover Savings Plan | 42,269 | (35,045) | 0 | 904,735 | | E. Robert Lupone | Spillover Savings Plan | 84,598 | 8,968 | 0 | 1,163,504 | | Julie G. Duffy | Deferred Income Plan | 0 | 827 | 0 | 25,894 | | | Spillover Savings Plan | 19,769 | (6,496) | 0 | 179,540 |

  24. 2024 Say-on-Pay Advisory Vote on Executive 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 2024. 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 37. |

  25. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (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 $48 for Ms. Duffy. |

  26. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | (3) Of these balances, the following amounts were reported in Summary Compensation Tables in prior-year proxy statements: Mr. Donnelly $652,706, Mr. Connor $459,055, Mr. Lupone $766,096 and Ms. Duffy $96,843. 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. |

  27. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    A brief description of the Company’s deferred compensation plans referenced above follows. DIP: Deferred Income Plan for Textron Executives NEOs deferring compensation into the Deferred Income Plan for Textron Executives (“DIP”) have forgone current compensation in exchange for an unsecured promise from the Company to pay the deferred amount after their employment ends. NEOs can defer up to 80% of their base salary and certain other cash compensation including annual incentive compensation and long-term incentive distributions settled in cash. The “principal” amount that is deferred can be credited with either a Moody’s-based interest rate or a rate of return that approximates the return on investment for a share of Textron common stock, including dividend equivalents, based upon the elections made annually by each NEO. The interest rate applicable to the Moody’s account is the average Moody’s Corporate Bond Yield Index as published by Moody’s Investors Service, Inc. The compounded Moody’s yield for 2024 was 5.57%, which was applied to all deferrals made subsequent to December 31, 2001. SSP: Textron Spillover Savings Plan The Textron Spillover Savings Plan (the “SSP”) makes up for forgone Company matches into the tax-qualified Textron Savings Plan because of federal compensation limits, as a result of deferring income under the DIP, and for employees hired or rehired after 2009 who are not eligible for a defined benefit pension plan. NEO contributions to the qualified savings plan are capped at 10% of eligible compensation up to the Internal Revenue Code limit ($345,000 in 2024). The contribution amount for employees hired or rehired after 2009 is based on 4% of eligible compensation. Contributions under the SSP are tracked in the form of unfunded book-entry accounts credited as stock units, which earn dividend equivalents and which are reinvested into stock units. NEOs are not permitted to make contributions to the SSP. 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 28, 2024, the last business day of Textron’s 2024 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. With respect to Mr. Connor, who retired from the Company effective February 28, 2025, while information has been provided for all of the various scenarios, the discussion below under “Payments Made Upon a Voluntary Termination by an Executive” is applicable to his retirement from the Company. Payments Made Upon a Voluntary Termination by an Executive Voluntary termination occurs when the NEO leaves the Company at his or her own will (e.g., voluntary resignation or retirement). Upon a voluntary termination, executives are entitled only to their vested or accrued obligations. Additionally, because all of the NEOs are retirement eligible (age 55 with at least ten years of service to Textron), they also would be entitled to the following:

  28. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | RSUs would continue to vest according to their vesting schedules |

  29. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | PSUs would continue to vest according to their vesting schedules |

  30. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | Unvested stock options would continue to vest per their respective vesting schedules; vested stock options would remain exercisable until the earlier of the remaining term of the stock options or 48 months after termination |

  31. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    Payments Made Upon a Termination in Connection with Death or Disability Upon a termination in connection with death or disability, each of the NEOs would be entitled to their vested or accrued obligations as well as the following:

  32. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | RSUs would vest in full upon the occurrence of the event |

  33. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | PSUs would accelerate and vest pro-rata |

  34. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | In the event of disability, vested stock options issued prior to 2014 would remain exercisable until the original expiration date; in the event of death, they would remain exercisable until the earlier of the remaining term of the option or 12 months after the date of death. Unvested stock options issued in 2014 or later would vest in full; stock options would be exercisable until the earlier of the remaining term of the option or five years after the date of disability/death |

  35. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    | · | Full vesting of benefits under the Textron Savings Plan, SSP, DIP and Retirement Account Plan |

  36. 2024 Say-on-Pay Advisory Vote on Executive Compensation

    Payments Made Upon a Termination “For Cause” by the Company A “for cause” termination occurs when a NEO is separated from Textron after engaging in one or more activities including, but not limited to: (i) conviction of, or pleading nolo contendere or guilty to, a felony (other than a traffic infraction or a crime involving vicarious liability under certain circumstances), (ii) willful misrepresentation, fraud or dishonesty for personal enrichment at the expense of Textron, (iii) willful misconduct or behavior, willful violation of the Company’s Business Conduct Guidelines, or breach of the NEO’s fiduciary duties, in each case, that results in material harm to Textron, or (iv) willful failure to attempt to perform his or her duties or willful failure to attempt to follow the legal written direction of the Board. Upon a termination “for cause,” each of the NEOs would be entitled only to their vested or accrued obligations. Payments Made Upon a “Not For Cause” Termination by the Company or by an Executive for “Good Reason”

  37. Other NEOs

    | (4) Potential pension benefits have been calculated assuming a discount rate of 5.80%. |

  38. 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 the years 2020 through 2024.

  39. 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) | | 2024 | 19,643,978 | 15,770,450 | 4,526,389 | 3,798,259 | 174.3 | 138.2 | 178.4 | 824 | 695 | | 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 |

  40. 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. |

  41. Pay Versus Performance Table

    | (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. |

  42. Pay Versus Performance Table

    | (3) In each year, calculated as described in footnotes (2) and (4) of that year’s Annual Incentive Compensation Calculation chart, found on page 31 with respect to 2024. |

  43. 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.

  44. Pay Versus Performance Table

    | | PEO | | | | | Non-PEO NEOs (average) | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | 2024 | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table (“SCT”) Total | $19,643,978 | $20,391,762 | $15,367,279 | $18,576,014 | $17,770,781 | $4,526,389 | $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 | (894,425) | (2,682,449) | — | (95,972) | (2,838,193) | (329,030) | (759,286) | — | (216,984) | (708,553) | | Increase for “Service Cost” for pension plans | 260,276 | 413,267 | 576,449 | 580,054 | 512,139 | 147,433 | 129,420 | 162,591 | 165,031 | 188,354 | | 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 | (11,586,840) | (10,100,586) | (8,314,479) | (10,500,442) | (10,522,576) | (1,938,279) | (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 | (3,946,683) | (3,477,679) | (2,905,358) | (3,011,625) | (2,493,513) | (660,194) | (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) | 12,206,192 | 14,676,737 | 12,650,262 | 22,165,513 | 13,307,527 | 2,041,877 | 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) | 300,473 | 4,093,826 | 1,079,909 | 14,602,311 | 1,043,862 | 48,108 | 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 | (223,541) | 4,665,399 | 264,240 | 3,486,240 | (977,153) | (39,921) | 814,467 | 50,307 | 588,100 | (155,581) | | Increase for value of dividend equivalents | 11,020 | 14,355 | 18,180 | 19,617 | 19,985 | 1,876 | 2,469 | 3,112 | 3,286 | 3,237 | | Total Adjustments | (3,873,528) | 7,602,871 | 3,369,203 | 27,245,696 | (1,947,922) | (728,130) | 1,083,006 | 651,974 | 4,547,040 | (435,677) | | “Compensation Actually Paid” | $15,770,450 | $27,994,633 | $18,736,482 | $45,821,710 | $15,822,859 | $3,798,259 | $6,004,863 | $4,533,894 | $9,366,481 | $3,770,432 |

  45. Pay Versus Performance Table

    | (1) We calculate the fair value of our PSUs 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. |