DEF 14A of Textron Inc, Mar 5, 2026

DEF 14A of Textron Inc

Filed Mar 5, 2026 · FY20250001552781-26-000084

Open on EDGAR

  1. NOTiCE OF ANNUAL MEETiNG

    | EXECUTiVE COMPENSATiON | 40 | | Summary Compensation Table | 40 | | Grants of Plan-Based Awards in Fiscal 2025 | 42 | | Outstanding Equity Awards at 2025 Fiscal Year-End | 43 | | Option Exercises and Stock Vested in Fiscal 2025 | 44 | | Pension Benefits in Fiscal 2025 | 45 | | Nonqualified Deferred Compensation | 47 | | Potential Payments Upon Termination or Change in Control | 48 | | Pay Ratio | 52 | | Pay versus Performance | 53 | | Evaluation of Risk in Compensation Plans | 58 | | Timing of Option Awards | 58 | | Equity Compensation Plan Information | 58 | | Transactions with Related Persons | 59 | | iTEM 3 ADViSORY VOTE TO APPROVE TEXTRON’S EXECUTiVE COMPENSATiON | 60 |

  2. NOMiNEES FOR DiRECTOR

    NOMiNEES FOR DiRECTOR At the 2026 Annual Meeting, eleven directors are to be elected to hold office until the 2027 Annual Meeting or until their successors have been elected and qualified. All eleven nominees are currently Textron directors. Lisa Atherton, Textron’s new President and Chief Executive Officer, joined the Board on January 4, 2026. Kathleen M. Bader, a director since 2004, will be retiring from our Board of Directors effective as of the 2026 Annual Meeting in accordance with our retirement policy. In anticipation of the vacancy which will result upon Ms. Bader’s retirement, the Board appointed Cristina Méndez to the Board, effective February 15, 2026. Ms. Méndez 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 other members of the Board, prior to her 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, and a range of tenures with a majority having served for less than five years, due to recent Board refreshments, as illustrated below: Although the Nominating and Corporate Governance Committee does not have a formal policy for identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board to obtain a range of viewpoints and perspectives. The Committee has advised its third-party search firm of the importance of identifying director candidates from a variety of occupational and personal backgrounds. The Board assesses its effectiveness in this regard as part of its refreshment process. Our Board nominees provide independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below: 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:

  3. NOMiNEES FOR DiRECTOR

    | Director Since 2009 Executive Chairman | Scott C. Donnelly | | | 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, 64, is Executive Chairman 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. He stepped down as President and Chief Executive Officer and became Executive Chairman of Textron in January 2026. 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. Mr. Donnelly serves on the Board of Directors for Medtronic plc. |

  4. NOMiNEES FOR DiRECTOR

    | Director Since 2026 President and CEO | Lisa M. Atherton | | | Experience, Qualifications, Attributes and Skills • Extensive experience in aerospace and defense operations and manufacturing • Demonstrated expertise in managing U.S. government defense programs • Significant experience in human capital management • First-hand, real-time experience in, and understanding of Textron operations | | | Ms. Atherton, 51, became President and Chief Executive Officer of Textron in January 2026. She served as President and CEO of Bell from 2023 through 2025, previously serving as its Chief Operating Officer. From 2017 through 2022, she was President and CEO of Textron Systems. Before her role at Textron Systems, Ms. Atherton was the Executive Vice President, Military Business, at Bell, responsible for providing strategic direction and overall management for all government programs and business development efforts. Prior to that role, Ms. Atherton was the Vice President, Global Military Development, at Bell, leading the company’s domestic and international military business development activities. Ms. Atherton joined Textron in 2007. Before her career with Textron, she spent eight years at Air Combat Command’s Directorate of Requirements, helping to shape the budget and operational requirements and needs for the Combat Air Forces and was a contracting officer in the U.S. Air Force. Ms. Atherton serves on the Board of Directors for Southwest Airlines Co. |

  5. NOMiNEES FOR DiRECTOR

    | Director Since 2022 Chair, Audit Committee | Richard F. Ambrose | | | 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, 67, 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). |

  6. NOMiNEES FOR DiRECTOR

    | Director Since 2003 Audit Committee N&CG Committee | R. Kerry Clark | | | 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, 73, 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. |

  7. NOMiNEES FOR DiRECTOR

    | Director Since 2023 Audit Committee N&CG Committee | Michael X. Garrett | | | 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, 64, 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. |

  8. NOMiNEES FOR DiRECTOR

    | Director Since 2017 Chair, O&C Committee | Deborah Lee James | | | 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, 67, 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. |

  9. NOMiNEES FOR DiRECTOR

    | Director Since 2023 Audit Committee Q&C Committee | Thomas A. Kennedy | | | 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, 70, 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. |

  10. NOMiNEES FOR DiRECTOR

    | Director Since 2003 Audit Committee N&CG Committee | Cristina Méndez | | | Experience, Qualifications, Attributes and Skills • Demonstrated expertise in financial reporting and accounting of large international businesses • Deep understanding of a broad range of financial functions and investor relations • Extensive experience in international business and strategic planning • Audit Committee Financial Expert | | | Ms. Méndez, 45, currently serves as Executive Vice President and Chief Financial Officer of Otis Worldwide Corporation where she oversees a wide range of functions, including Investor Relations, Financial Planning and Analysis, Internal Audit, Tax, Treasury and Corporate Real Estate. Otis is the world’s leading elevator and escalator manufacturing, installation and service company, with $14 billion in net sales in 2024 and customers in over 200 countries. Prior to her role as CFO, to which she was appointed in 2024, Ms. Méndez served as Senior Vice President, Finance & Transformation for Otis’ EMEA (Europe, the Middle East and Africa) region, which is comprised of more than 40 countries, a role she began in 2022. Before joining Otis, she served as a senior finance executive in the global telecommunications industry for over 15 years, most recently from 2017 to 2022 as Senior Vice President, Director FPA of Telefónica Deutschland, which at the time, was a publicly listed subsidiary of Telefónica Group, one of the world’s largest telecommunications companies, where she oversaw financial operations and strategic initiatives. From 2007 to 2017, she held various senior finance roles at Telefónica Group, with a focus on strategic and financial planning across the international operating business. |

  11. NOMiNEES FOR DiRECTOR

    | Director Since 2025 Audit Committee O&C Committee | Rob Mionis | | | 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, 63, is the President, Chief Executive Officer and member of the Board 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. |

  12. NOMiNEES FOR DiRECTOR

    | Director Since 2020 Audit Committee O&C Committee Lead Director | Lionel L. Nowell III | | | 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, 71, 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. |

  13. NOMiNEES FOR DiRECTOR

    | Director Since 2016 Chair, N&CG Committee | Maria T. Zuber | | | 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, 67, 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. |

  14. NOMiNEES FOR DiRECTOR

    | CORPORATE GOVERNANCE |

  15. COMPENSATiON OF DiRECTORS

    COMPENSATiON OF DiRECTORS During 2025, for their service on the Board, non-employee directors were paid an annual cash retainer of $130,000 and, on the date of the 2025 Annual Meeting, were issued stock-settled restricted stock units (“RSUs”), valued at $185,000. The RSUs were issued under the terms of the Textron Inc. 2024 Long-Term Incentive Plan and vest in one year unless the director elects to defer settlement of the RSUs until the director’s separation from service on the Board. The annual cash retainer and the RSUs are prorated for directors who serve on the Board for a portion of the year. Each member of the Audit Committee (including the chair) received an additional cash retainer of $15,000, the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee received an additional $15,000, $20,000, and $25,000, respectively, and the Lead Director received an additional $45,000. Textron maintains a Deferred Income Plan for Non-Employee Directors (the “Directors’ Deferred Income Plan”) under which they can defer all or part of their cash compensation until retirement from the Board. Deferrals are made either into an interest-bearing account or into an account consisting of Textron stock units, which are equivalent in value to Textron common stock and receive dividend equivalents. The interest-bearing account earns interest at a monthly rate that is one-twelfth of the greater of 8% or the average for the month of the Moody’s Corporate Bond Yield Index, but in either case, not to exceed a monthly rate equal to 120% of the Long-Term Applicable Federal Rate. Textron sponsors a Directors Charitable Award Program that was closed to new participants in 2004. Under the program, Textron contributes up to $1,000,000 to the Textron Charitable Trust on behalf of each participating director upon his or her death, and the Trust donates 50% of that amount in accordance with the director’s recommendation among up to five charitable organizations. Textron currently maintains life insurance policies on the lives of the participating directors, the proceeds of which may be used to fund these contributions. The premiums on the policies insuring our current directors who participate in this program have been fully paid so there are no longer expenditures associated with these policies. Ms. Bader and Mr. Clark, the only current directors who participate, do not receive any direct financial benefit from this program as the insurance proceeds and charitable deductions accrue solely to Textron. Non-employee directors also are eligible to participate in the Textron Matching Gift Program under which Textron will match contributions of directors and full-time employees to eligible charitable organizations at a 1:1 ratio up to a maximum of $10,000 per year. None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board.

  16. Director Compensation Table

    Director Compensation Table The following table provides 2025 compensation information for our directors other than Mr. Donnelly, Ms. Atherton, and Ms. Méndez. Mr. Donnelly’s compensation is reported in the Summary Compensation Table on page 40. Ms. Atherton became a director on January 4, 2026. Ms. Méndez became a director on February 15, 2026.

  17. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Richard F. Ambrose | 145,000 | 185,000 | | 330,000 | | Kathleen M. Bader | 145,000 | 185,000 | | 330,000 | | R. Kerry Clark | 190,000 | 185,000 | 10,000 | 385,000 | | Michael X. Garrett | 145,000 | 185,000 | | 330,000 | | Deborah Lee James | 155,000 | 185,000 | 10,000 | 350,000 | | Thomas A. Kennedy | 145,000 | 185,000 | 7,500 | 337,500 | | Rob Mionis | 121,562 | 185,000 | | 306,562 | | Lionel L. Nowell III | 160,000 | 185,000 | | 345,000 | | James L. Ziemer(3) | 43,333 | | 7,500 | 50,833 | | Maria T. Zuber | 150,000 | 185,000 | | 335,000 |

  18. 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 2025 Annual Meeting. |

  19. 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 each of Mr. Kennedy and Mr. Ziemer reflects $7,500 paid by Textron in 2025 to match a contribution made in 2024. |

  20. Director Compensation Table

    | (3) Mr. Ziemer retired from the Board as of the 2025 Annual Meeting. |

  21. iNSiDER TRADiNG POLiCiES AND PROCEDURES

    | (1) Excludes (i) stock units held by certain of 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, which as of January 2, 2026 were as follows: Mr. Ambrose, 172 shares; Ms. Bader, 65,334 shares; Mr. Clark, 84,234 shares; Ms. James, 7,460 shares; Mr. Nowell, 5,189 shares; and Ms. Zuber, 12,919 shares; (ii) for each non-employee director except for Ms. Méndez, 2,794 unvested RSUs payable in stock, not obtainable within 60 days of January 2, 2026; and (iii) for Ms. Méndez, 378 unvested RSUs payable in stock, not obtainable within 60 days of January 2, 2026. |

  22. iNSiDER TRADiNG POLiCiES AND PROCEDURES

    | (2) Includes shares obtainable within 60 days of January 2, 2026, as follows: (i) upon the exercise of stock options: Mr. Connor, 368,029 shares; Mr. Donnelly, 1,528,917 shares; Ms. Duffy, 97,043 shares; Mr. Lupone, 194,847 shares; and Mr. Rosenberg, 22,876 shares; (ii) upon the vesting of RSUs: Mr. Connor, 13,226 shares; Mr. Donnelly, 46,002 shares; Ms. Duffy, 4,335 shares; and Mr. Lupone, 5,636 shares; and (iii) upon the exercise of stock options and vesting of RSUs held by all directors and executive officers as a group, 2,280,911 shares. |

  23. iNSiDER TRADiNG POLiCiES AND PROCEDURES

    | (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, which as of January 2, 2026 were as follows: Mr. Donnelly, 18,969 shares; Ms. Duffy, 2,586 shares; Mr. Lupone, 6,975 shares; and Mr. Rosenberg, 243 shares; (ii) unvested RSUs payable in stock, not obtainable within 60 days of January 2, 2026, as follows: Mr. Connor, 12,399 shares; Mr. Donnelly, 90,785 shares; Ms. Duffy, 8,765 shares; Mr. Lupone, 11,846 shares; and Mr. Rosenberg, 8,151 shares; (iii) unvested RSUs payable in cash when earned based upon the value of Textron common stock as follows: Mr. Rosenberg, 1,582 shares; and (iv) unvested PSUs payable in cash when earned based upon the value of Textron common stock, as follows: Mr. Connor, 24,797 shares; Mr. Donnelly, 181,570 shares; Ms. Duffy, 17,527 shares; Mr. Lupone, 23,691 shares; and Mr. Rosenberg, 16,301 shares. |

  24. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025 On October 23, 2024, the Board of Directors appointed David Rosenberg, previously the Company’s Vice President – Investor Relations, as Executive Vice President and Chief Financial Officer of Textron, effective March 1, 2025, succeeding Frank T. Connor who retired as the Executive Vice President and Chief Financial Officer of Textron, effective February 28, 2025. Change to the Annual incentive Compensation Metric for 2026 With artificial intelligence (AI) being a high priority for the Company, beginning in 2026, our annual incentive compensation program will include an AI adoption and utilization component (weighted at 5%) in place of the environmental, social and governance component. The Committee will determine performance with respect to the AI component based upon a qualitative assessment of the Company’s progress with respect to the adoption, utilization, and integration of AI by our employees into our business operations and other processes. Named Executive Officers Our named executive officers (“NEOs”) for fiscal 2025 consist of our President and Chief Executive Officer, Mr. Scott Donnelly (who served in this position for the entirety of 2025), our Executive Vice President and Chief Financial Officer, Mr. David Rosenberg, our Executive Vice President, General Counsel and Secretary, Mr. Robert Lupone, and our Executive Vice President and Chief Human Resources Officer, Ms. Julie Duffy. Our former Executive Vice President and Chief Financial Officer, Mr. Frank Connor, is included for reporting purposes herein because he served in that role through February 28, 2025. Additionally, our current President and Chief Executive Officer, Ms. Lisa Atherton, is not an NEO for fiscal 2025 because she began serving in those positions on January 4, 2026. Overview of 2025 Executive Compensation Decisions and Results Key compensation decisions and results for 2025 include the following: 2025 Base Salaries:

  25. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | The Organization and Compensation Committee (the “Committee”) assessed the competitiveness of executive compensation using peer group data, and, based on such assessment, approved increases to base salaries for certain NEOs. Mr. Donnelly received an increase of 4.2% while Mr. Lupone, and Ms. Duffy received increases of 5.3% and 6.7% respectively. |

  26. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | As in previous years, the Committee selected enterprise net operating profit and manufacturing cash flow as quantitative performance measures, and environmental, social and governance progress as a qualitative performance measure for 2025 annual incentive compensation. |

  27. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | The Committee approved annual incentive compensation payouts at 128.6% of target, based on the Company’s performance. |

  28. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | The Committee again awarded a mix of long-term incentive awards comprised of 50% performance share units, 25% stock options, and 25% restricted stock units. |

  29. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | The Committee approved payouts for the 2023-2025 performance share units at 93.3% of target, based on the Company’s performance. |

  30. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Fifty percent (50%) of long-term incentive awards are subject to performance-based metrics to closely align with long-term Company performance |

  31. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Annual incentive compensation and performance share unit payout percentages are capped |

  32. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Double-triggers are required in change in control provisions for equity awards and severance arrangements |

  33. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Committee annually conducts a pay-for-performance analysis based on operating metrics used in our annual incentive program |

  34. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Committee annually reviews the composition of a talent peer group which is referenced for benchmarking our executives’ compensation and makes changes as appropriate |

  35. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Committee annually reviews compensation data against the talent peer group in order to understand the competitiveness of our compensation program and pay levels |

  36. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | Committee annually reviews a compensation-related risk assessment with assistance from its independent compensation consultant |

  37. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | No single-trigger vesting of long-term incentive awards upon a change in control of the Company |

  38. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | No employment contracts guaranteeing fixed-term employment or bonuses to executives |

  39. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | • | No repricing or exchanging stock options without shareholder approval |

  40. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    Compensation Philosophy Textron’s compensation philosophy establishes target total direct compensation with reference to a talent peer group median and ties 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. 2025 Compensation Program Components Total direct compensation for Textron’s executive officers, 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 2025 are summarized in the following table:

  41. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | | Component | Award Type | Description | | | | Annual Incentive | | • | Target value and performance goals are set in the first quarter of each year | | | | | • | Enterprise-wide performance goals are determined by aggregating the goals for each of our business units which are set to focus the businesses primarily on generating profitability and cash flow, consistent with expected market conditions | | | | | • | Percentage earned (0% to 200% of target) is determined after the end of the fiscal year based upon the achievement of performance goals | | | | | • | Payout is subject to discretion based on the Committee’s judgment | | | Long-Term Incentive | Performance Share Units | • | Represent cash value of one share of common stock with final value based on change in stock price over the performance period | | | | | • | Span a three-year performance period with vesting at the end of the third fiscal year | | | | | • | Percentage earned (0% to 200% of target) is based upon the achievement of performance goals set by the Committee at the beginning of the three-year performance period | | | | | • | Relative TSR benchmarked against the S&P 500 is used as one of the performance metrics in order to maintain focus on stock performance as a relative measure of Company performance | | | | | • | Incentivize achievement of Company performance goals over a sustained period in order to build shareholder value | | | | Restricted Stock Units | • | Represent the right to receive one share of common stock upon vesting | | | | | • | Vest in full on the third anniversary of the grant date | | | | | • | Final value depends on the change in stock price over the vesting period | | | | | • | The Committee believes that RSUs help to retain executives because RSUs, unlike stock options, have value upon vesting even in a declining market | | | | Stock Options | • • | Provide value only if the stock price goes up during the 10-year term of the option, resulting in a direct incentive to increase Textron’s stock price Vest ratably over three years on each anniversary of the grant date |

  42. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

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

  43. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | | | | | | | 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 |

  44. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    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. When setting total direct compensation for newly appointed executive officers, the Committee typically targets the 25th percentile of the talent peer group benchmarks, with a focus on shorter-tenured executive officers in the respective position at the benchmark companies. The Committee’s intent is to accelerate compensation increases toward the market median as the executive officer gains experience and demonstrates sustained performance. The target incentive compensation components are generally established as a percentage of base salary, varying for each NEO. The objectives of the three components are as follows:

  45. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    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 2023 review of the talent peer group, the compensation consultant evaluated current and potential peer companies using the following factors: size appropriateness, based upon then current 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 2024 talent peer group were warranted. The table below lists the 2024 talent peer group companies and Textron showing fiscal 2023 revenues. The 2024 talent peer group was referenced in setting target direct compensation for 2025.

  46. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | 2024 Talent Peer Group | | | | Company Name | Industry | 2023 Revenue ($ in billions) | | General Dynamics Corporation | Aerospace and Defense | $42.3 | | Northrop Grumman Corporation | Aerospace and Defense | $39.3 | | Honeywell International Inc. | Industrial Conglomerate | $36.7 | | Lear Corporation | Auto Components | $23.5 | | Eaton Corporation Plc | Electrical Equipment | $23.2 | | L3Harris Technologies, Inc. | Aerospace and Defense | $19.4 | | Parker-Hannifin Corporation | Machinery | $19.1 | | Illinois Tool Works Inc. | Machinery | $16.1 | | Emerson Electric Co. | Electrical Equipment | $15.2 | | BorgWarner Inc. | Auto Components | $14.2 | | Huntington Ingalls Industries Inc. | Aerospace and Defense | $11.5 | | Oshkosh Corporation | Machinery | $9.7 | | Rockwell Automation Inc. | Electrical Equipment | $9.1 | | Howmet Aerospace, Inc. | Aerospace and Defense | $6.6 | | TransDigm Group | Aerospace and Defense | $6.6 | | Spirit AeroSystems Holdings, Inc. | Aerospace and Defense | $6.0 | | Textron inc. | Aerospace and Defense | $13.7 |

  47. David Rosenberg Became Executive Vice President and Chief Financial Officer on March 1, 2025

    | | ($ in billions) | | | $9.6 | $15.7 | $23.3 | | 25th Percentile | Median of Talent Peer Group | 75th Percentile |

  48. Changes to the Talent Peer Group for 2026

    Changes to the Talent Peer Group for 2026 Consistent with the evaluation approach taken in 2024, the compensation consultant’s 2025 review and discussions with management resulted in a recommended change to the 2025 talent peer group referenced in setting target direct compensation for 2026. The Committee approved the recommendation to add GE Aerospace to the 2025 talent peer group as GE Aerospace had become an independent public company. This change to the talent peer group increased the number of aerospace and defense companies in the peer group to better align the talent peer group with Textron’s current and expected future business focus. How did the Committee Make 2025 Target Direct Compensation Decisions?

  49. Compensation for Newly-Appointed Executive Vice President and Chief Financial Officer

    Compensation for Newly-Appointed Executive Vice President and Chief Financial Officer As described above, in setting target direct compensation for Mr. Rosenberg upon his appointment as Chief Financial Officer, the Committee referred to market data from Textron’s talent peer group, including data on shorter-tenured chief financial officers. The Committee targeted the 25th percentile of the talent peer group benchmarks, with the intent to accelerate compensation increases toward the market median as Mr. Rosenberg gains experience and demonstrates sustained performance. Mr. Rosenberg’s base salary was set at $850,000 with target annual incentive compensation and long-term incentive compensation of 100% and 250% of his base salary respectively.

  50. Compensation for Other NEOs

    | • | A detailed compensation benchmarking study comparing each NEO’s current target direct compensation by component and in total to the market median of the talent peer group |

  51. Compensation for Other NEOs

    | • | Supplemental benchmarking data for the CEO using longer-tenured executives from the talent peer group |

  52. Compensation for Other NEOs

    | • | Supplemental analysis for the CEO of projected 2024 realized pay, including salary, annual and long-term incentive plan payouts, and market value at vesting of RSUs and stock options vesting in 2024, compared to CEOs from the talent peer group |

  53. Compensation for Other NEOs

    | | | | At-Risk Compensation | | | | Name | Position | Base Salary | Target Annual Incentive | Target Long-Term Incentive | Target Total Direct Compensation | | Scott C. Donnelly | CEO | $1,485,000 | $2,524,500 (170% of salary) | $14,400,000 (970% of salary) | $18,409,500 | | David M. Rosenberg | CFO | $850,000 | $850,000 (100% of salary) | $2,125,000 (250% of salary) | $3,825,000 | | E. Robert Lupone | General Counsel | $1,000,000 | $750,000 (75% of salary) | $2,000,000 (200% of salary) | $3,750,000 | | Julie G. Duffy | CHRO | $800,000 | $600,000 (75% of salary) | $1,400,000 (175% of salary) | $2,800,000 |

  54. 2025 Annual Incentive Compensation Performance Metrics

    2025 Annual Incentive Compensation Performance Metrics The performance metrics for the 2025 annual incentive compensation program focused on profitability, measured by enterprise net operating profit (weighted at 60%), manufacturing cash flow (weighted at 35%), and environmental, social and governance performance (weighted at 5%). The net operating profit metric focused executives on improving execution in order to increase profit margin consistent with our expectations of our end markets. The 2025 net operating profit target was consistent with the 2024 target and 13.5% higher than 2024 actual performance. The manufacturing cash flow metric focused executives on improving operational efficiency and sustaining the strength of the balance sheet. The cash flow target established by the Committee for 2025 was approximately 12.0% lower than the previous year’s target and 3.9% below 2024 actual performance. The lower target was primarily driven by higher planned strategic investments during 2025 to support new products and development programs intended to drive long-term shareholder value, including investments in the MV-75 program at Bell. Performance on environmental, social and governance focused on the Company’s progress related to safety, sustainability, and an engaged, high-performing workforce. The Committee reviewed the Company’s progress related to these areas, and determined the performance achieved based upon its overall qualitative assessment.

  55. 2025-2027 PSU Cycle Performance Metrics

    2025-2027 PSU Cycle Performance Metrics Performance metrics for the 2025-2027 PSU cycle are unchanged from the prior year and consist of average Return on Invested Capital (ROIC) (weighted at 50%), Cumulative Manufacturing Cash Flow (weighted at 30%), and relative total shareholder return compared to the S&P 500 (weighted at 20%), all measured over the three-year performance period. The ROIC and cumulative manufacturing cash flow performance metrics were chosen by the Committee to align with key value drivers of our business and, together, are designed to incentivize our executives to make disciplined capital allocation decisions and to manage working capital, inventory and investments to generate returns and create value for our shareholders over the long term. The relative Total Shareholder Return metric maintains focus on stock performance as an important relative measure of Company performance. Annual Incentive Compensation Payouts and Performance Analysis Textron’s 2025 performance was substantially above target for the cash flow metric and slightly below target for the profitability metric. In determining a 10% payout for environmental, social and governance, the Committee evaluated the Company’s progress with respect to safety, sustainability, and an engaged, high-performing workforce. The Committee assessed the Company’s performance at 200% of target, noting that the Company delivered excellent, measurable progress across safety, environmental sustainability, and talent development efforts. The formula for determining 2025 annual incentive compensation payouts for executive officers and the resulting percentage of target earned are detailed below: 2025 Annual incentive Compensation Calculation

  56. ($ in millions)

    | Metric | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Component Weighting | Component Payout | | Enterprise NOP(1) | $975 | $1,366 | $1,771 | $1,345(4) | 60% | 56.8% | | Manufacturing Cash Flow(2) | $257 | $668 | $1,080 | $983(4) | 35% | 61.8% | | Environmental, Social and Governance(3) | 0 | 100% | 200% | 200% | 5% | 10.0% | | Total Earned | | | | | | 128.6% |

  57. ($ in millions)

    Annual incentive compensation targets and payouts for 2025 for each NEO are shown below: Annual Incentive Compensation Targets and Payouts

  58. ($ in millions)

    | | | 2025 | | | Name | Position | Target | Payout | | Scott C. Donnelly | CEO | $2,524,500 | $3,246,000 | | David M. Rosenberg | CFO | $850,000 | $1,093,000 | | E. Robert Lupone | General Counsel | $750,000 | $965,000 | | Julie G. Duffy | CHRO | $600,000 | $772,000 |

  59. 2023-2025 Performance Share Units

    2023-2025 Performance Share Units Payouts for the 2023-2025 PSU cycle were based upon performance for the three-year period against metrics established by the Committee at the time the PSUs were granted. Performance metrics for the 2023-2025 PSU cycle consisted of average Return on Invested Capital (ROIC), Cumulative Manufacturing Cash Flow, and relative Total Shareholder Return compared to the S&P 500, all measured over the three-year performance period. As described above, the ROIC and Cumulative Manufacturing Cash Flow performance metrics were chosen by the Committee to align with key value drivers of our business and, together, are designed to incentivize our executives to make disciplined capital allocation decisions and to manage working capital, inventory and investments to generate returns and create value for our shareholders over the long term. The three-year targets established by the Committee for the 2023-2025 PSU cycle for each of these financial metrics were based upon the 2023 AOP approved in December 2022. At that time, we anticipated a continued strong general aviation market and the commencement of revenues on the MV-75 program in early 2023. The 2023 AOP assumed a continued reduction in global supply chain issues and labor challenges, and investments in new programs and product development activities. Actual performance reflects the positive impact of the Company’s continued investments in new products and programs, while successfully managing ongoing global supply chain issues and labor challenges, including the work stoppage at Textron Aviation. The Company’s actual performance achieved against the threshold, target and maximum levels set for the metrics included in the 2023-2025 PSU cycle, and the resulting percentage of PSUs earned by the NEOs, are detailed below:

  60. 2023–2025 Performance Share Unit Calculation ($ in millions)

    2023–2025 Performance Share Unit Calculation ($ in millions)

  61. 2023–2025 Performance Share Unit Calculation ($ in millions)

    | Financial Metric | Threshold Performance | Target Performance | Maximum Performance | Actual Performance | Component Weighting | Earned Percentage | | Average Return on Invested Capital(1) | 8.4% | 12.4% | 15.4% | 11.6%(4) | 50% | 42.5% | | Cumulative Manufacturing Cash Flow(2) | $1,206 | $2,683 | $4,160 | $2,716(4) | 30% | 30.7% | | Relative Total Shareholder Return(3) | 25% | 50% | 75% | 50.1% | 20% | 20.1% | | Total Earned | | | | | | 93.3% |

  62. 2023–2025 Performance Share Unit Calculation ($ in millions)

    | (1) “Three-year Average Return on Invested Capital” is measured by dividing “ROIC income” by “average invested capital”. “ROIC income” includes income from continuing operations and adds back after-tax amounts for interest expense for the Manufacturing group. “Invested capital” represents total shareholders’ equity and Manufacturing group debt, less Manufacturing group cash and equivalents and any outstanding amounts loaned to the Finance group. Invested capital is averaged over the three-year period using the balance at the beginning of the performance period and at the end of each year in the performance period. |

  63. 2023–2025 Performance Share Unit Calculation ($ in millions)

    | (2) “Three-year Cumulative Manufacturing Cash Flow” means “Manufacturing cash flow before pension contributions” (as reported in our quarterly earnings releases) generated over the three-year performance period. This measure adjusts net cash from operating activities under U.S Generally Accepted Accounting Principles (“GAAP”) for the following: deducts capital expenditures and includes proceeds from insurance recoveries and the sale of property, plant and equipment, excludes dividends received from TFC and capital contributions provided under the Support Agreement and debt agreements and adds back pension contributions. |

  64. 2023–2025 Performance Share Unit Calculation ($ in millions)

    | (3) “Three-year Relative Total Shareholder Return” is the percentile rank of our Total Shareholder Return (“TSR”) compared with the companies in the S&P 500 over the same period. “TSR” is a measure of stock price appreciation, including reinvested dividends, over the three-year performance period. |

  65. 2023–2025 Performance Share Unit Calculation ($ in millions)

    | (4) As approved by the Committee when the metrics were established, performance for both Average Return on Invested Capital and Cumulative Manufacturing Cash Flow may be adjusted to reflect items not contemplated when performance targets were set. Accordingly, performance has been adjusted for, as applicable, the impact of acquisitions and dispositions, dividends received from TFC, special charges, and the impact of foreign exchange fluctuations and changes associated with pension plans. |

  66. 2023–2025 Performance Share Unit Calculation ($ in millions)

    As shown above, the earned percentage for the 2023-2025 PSU award is 93.3% of target. The Company’s performance on the Cumulative Manufacturing Cash Flow metric was above target while performance on the average ROIC metric was below target. Performance on the relative Total Shareholder Return metric performed at target. Two factors impact the value of PSU payouts: (i) the number of units earned is based on Textron’s performance against operating metrics and (ii) the value of each unit earned is based on Textron’s stock price at the end of the performance period. The table below shows the PSU awards granted in 2023 and the payout earned by each NEO who received the award.

  67. 2023-2025 Performance Share Unit Payouts

    2023-2025 Performance Share Unit Payouts

  68. 2023-2025 Performance Share Unit Payouts

    | | | 2023-2025 Units | | 2023-2025 Value | | | Name(1) | Position | Units Granted | Units Earned | Grant Date Target Value | Payout Value | | Scott C. Donnelly | CEO | 92,003 | 85,793 | $6,733,700 | $7,909,257 | | E. Robert Lupone | General Counsel | 11,271 | 10,511 | $824,924 | $969,009 | | Julie G. Duffy | CHRO | 8,670 | 8,085 | $634,557 | $745,356 | | Frank T. Connor (Retired) | CFO | 26,451 | 24,666 | $1,935,949 | $2,273,959 |

  69. 2023-2025 Performance Share Unit Payouts

    | (1) Mr. Rosenberg was not an executive officer of Textron at the time the 2023-2025 PSUs were granted. |

  70. 2023-2025 Performance Share Unit Payouts

    As shown in the table above, the payout values of the 2023-2025 awards were above the grant date values of the awards. The higher payout values are due to a 26.0% increase in Textron’s stock price over the three-year period from the March 1, 2023 grant date ($73.19) to the 2026 first ten-day trading average used to value the payout ($92.19). As a result, the value of the PSUs at settlement was 117.5% of their grant date target value as illustrated in the chart below with respect to the CEO’s award. CEO’s 2023-2025 PSU Award Value

  71. Restricted Stock Units and Stock Options

    Restricted Stock Units and Stock Options In addition to PSUs, the Company’s long-term incentive compensation program consists of RSUs and stock options. Our RSUs vest in full on the third anniversary of the grant date, and, upon vesting, the holder is entitled to one share of our common stock for each RSU. Our stock options vest ratably over three years on each anniversary of the grant date. The ultimate value of these awards to the executives, upon the vesting of RSUs or the exercise of stock options, is directly based upon Textron’s stock price at the time of vesting or exercise. For the value realized by the executives upon the vesting or exercise of these awards, see Option Exercises and Stock Vested in Fiscal 2025 on page 44. 2025 SAY-ON-PAY ADVISORY VOTE ON EXECUTIVE COMPENSATION Executive compensation decisions at Textron are made by the Committee. One of the guiding objectives of Textron’s compensation program, as established by the Committee, is to align executive compensation with shareholder value creation. Therefore, the Board and the Committee carefully consider the full range of shareholder feedback and vote outcomes from our Annual Meeting each year. At our 2025 Annual Meeting, approximately 92.0% of our shareholders approved our advisory say-on-pay vote on 2024 executive compensation. As a result, we believe that the strong majority of our shareholders are supportive of our compensation program and therefore we made no changes based upon the previous year’s say-on-pay vote. RISKS RELATED TO COMPENSATION The Committee strives to set compensation policies for senior executives which do not encourage excessive risk-taking that could endanger the Company. For 2025, the Committee completed a full review of managing risk within our executive compensation program. This review was informed by a risk analysis of our executive compensation program conducted by the Committee’s independent compensation consultant. The consultant’s risk analysis concluded that our executive compensation program has no elements that are likely to cause a material adverse outcome for the Company. This annual review helps the Committee to structure executive compensation programs that are designed to avoid exposing the Company to unwarranted risk. OTHER COMPENSATION PROGRAMS Textron provides certain other compensation programs (such as retirement benefits) that are designed to provide NEOs the same level of benefits provided to non-executive officers. Certain of these programs provide benefits over any caps mandated by government regulations, including:

  72. Restricted Stock Units and Stock Options

    | • | Textron Spillover Pension Plan: Non-qualified benefit plan to make up for IRS limits to qualified pension plans. |

  73. Restricted Stock Units and Stock Options

    | • | Textron Spillover Savings Plan: Non-qualified benefit plan to make up for IRS limits to qualified savings plans. |

  74. Restricted Stock Units and Stock Options

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

  75. Restricted Stock Units and Stock Options

    | • | Deferred Income Plan for Textron Executives: Non-qualified plan that allows participants to defer compensation. |

  76. Restricted Stock Units and Stock Options

    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 2025, 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 2025. 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 2025 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. As a new executive officer, Mr. Rosenberg has until February 28, 2030, to meet his ownership requirement. All other 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, received 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. Rosenberg, 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. None of Mr. Rosenberg, Mr. Lupone or 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 the NEOs in accordance with the Company’s compensation philosophy.

  77. Restricted Stock Units and Stock Options

    | EXECUTIVE COMPENSATION |

  78. Restricted Stock Units and Stock Options

    The following Summary Compensation Table sets forth information concerning compensation of our principal executive officer, principal financial officer and each other individual who was serving as an executive officer at the end of Textron’s 2025 fiscal year (each, an “NEO” and collectively, the “NEOs”). SUMMARY COMPENSATION TABLE

  79. Restricted Stock Units and Stock Options

    | (8) 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. Because Mr. Connor retired on February 28, 2025 and has begun to receive pension payments, the actuarial present value of his pension benefits declined in 2025 compared to 2024. The aggregate decline in the present value of his accumulated pension benefit during fiscal year 2025 was $523,625. In accordance with SEC rules, we have shown a zero in this column for fiscal year 2025 rather than a negative amount. Mr. Rosenberg and Mr. Lupone do not participate in any of our defined benefit pension plans as they joined the Company after the plans were closed to new employees. For Ms. Duffy, this column also includes $37 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. |

  80. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    OUTSTANDiNG EQUiTY AWARDS AT 2025 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 2025 fiscal year.

  81. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | | Outstanding Equity Awards at 2025 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 | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(5) | | Scott C. Donnelly | 3/1/2025 | 0 | 157,343 | 74.73 | 3/1/2035 | PSU | 2025 | | | 94,464 | 8,223,091 | | | 3/1/2024 | 47,511 | 95,020 | 88.68 | 3/1/2034 | RSU | 2025 | 47,232 | 4,111,546 | | | | | 3/1/2023 | 97,292 | 48,645 | 73.19 | 3/1/2033 | PSU | 2024 | | | 87,106 | | | | 3/1/2022 | 145,632 | 0 | 71.07 | 3/1/2032 | RSU | 2024 | 43,553 | 3,791,289 | | 7,582,577 | | | 3/1/2021 | 200,108 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 46,002 | 4,004,474 | | | | | 3/1/2020 | 233,913 | 0 | 40.60 | 3/1/2030 | | | | | | | | | 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 | | | | | | | | David M. | 3/1/2025 | 0 | 23,219 | 74.73 | 3/1/2035 | PSU | 2025 | | | 13,940 | 1,213,477 | | Rosenberg | 3/1/2024 | 1,288 | 2,575 | 88.68 | 3/1/2034 | RSU | 2025 | 6,970 | 606,739 | | | | | 3/1/2023 | 3,346 | 1,672 | 73.19 | 3/1/2033 | PSU | 2024 | | | 2,361 | 205,525 | | | 3/1/2022 | 5,118 | 0 | 71.07 | 3/1/2032 | RSU | 2024 | 1,181 | 102,806 | | | | | 3/1/2021 | 2,424 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 1,582 | 137,713 | | | | E. Robert Lupone | 3/1/2025 | 0 | 21,854 | 74.73 | 3/1/2035 | PSU | 2025 | | | 13,120 | 1,142,096 | | | 3/1/2024 | 5,766 | 11,531 | 88.68 | 3/1/2034 | RSU | 2025 | 6,560 | 571,048 | | | | | 3/1/2023 | 11,919 | 5,959 | 73.19 | 3/1/2033 | PSU | 2024 | | | 10,571 | 920,206 | | | 3/1/2022 | 18,477 | 0 | 71.07 | 3/1/2032 | RSU | 2024 | 5,286 | 460,146 | | | | | 3/1/2021 | 26,211 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 5,636 | 490,614 | | | | | 3/1/2020 | 29,711 | 0 | 40.60 | 3/1/2030 | | | | | | | | | 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 | 3/1/2025 | 0 | 15,298 | 74.73 | 3/1/2035 | PSU | 2025 | | | 9,184 | 799,467 | | | 3/1/2024 | 4,552 | 9,103 | 88.68 | 3/1/2034 | RSU | 2025 | 4,592 | 399,734 | | | | | 3/1/2023 | 9,168 | 4,584 | 73.19 | 3/1/2033 | PSU | 2024 | | | 8,345 | 726,432 | | | 3/1/2022 | 14,017 | 0 | 71.07 | 3/1/2032 | RSU | 2024 | 4,173 | 363,260 | | | | | 3/1/2021 | 19,857 | 0 | 51.56 | 3/1/2031 | RSU | 2023 | 4,335 | 377,362 | | | | | 3/1/2019 | 21,169 | 0 | 54.43 | 3/1/2029 | | | | | | | | | 3/1/2018 | 14,044 | 0 | 58.24 | 3/1/2028 | | | | | | | | Frank T. Connor | 3/1/2024 | 13,525 | 27,050 | 88.68 | 3/1/2034 | PSU | 2024 | | | 24,797 | 2,158,579 | | | 3/1/2023 | 27,972 | 13,985 | 73.19 | 3/1/2033 | RSU | 2024 | 12,399 | 1,079,333 | | | | | 3/1/2022 | 43,386 | 0 | 71.07 | 3/1/2032 | RSU | 2023 | 13,226 | 1,151,323 | | | | | 3/1/2021 | 59,005 | 0 | 51.56 | 3/1/2031 | | | | | | | | | 3/1/2020 | 68,972 | 0 | 40.60 | 3/1/2030 | | | | | | | | | 3/1/2019 | 71,480 | 0 | 54.43 | 3/1/2029 | | | | | | | | | 3/1/2018 | 56,179 | 0 | 58.24 | 3/1/2028 | | | | | | |

  82. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | (1) Stock option awards associated with each annual grant vest ratably over three years on each anniversary of the grant date. |

  83. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | (2) The exercise price of stock options is equal to the closing price of our common stock on the date of grant. |

  84. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | (3) The following types of stock awards are shown in this table: |

  85. OUTSTANDiNG EQUiTY AWARDS AT 2025 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. Further information about these awards can be found in the CD&A. |

  86. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | (b) “RSU” refers to restricted stock units. RSUs vest in full on the third anniversary of the grant date. Upon vesting, common stock will be issued to the executive, except that Mr. Rosenberg’s RSUs granted in 2023 and 2024 are payable in cash. Prior to 2025, RSUs were granted with the right to receive dividend equivalents currently, and, beginning in 2025, RSUs were granted with dividend equivalents accruing and payable upon vesting. |

  87. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | (4) The market value of RSUs that have not vested as of January 3, 2026 was calculated using the fiscal year-end closing share price of $87.05 multiplied by the number of unvested units. |

  88. OUTSTANDiNG EQUiTY AWARDS AT 2025 FISCAL YEAR-END

    | (5) PSUs granted in 2024 and 2025 vest, to the extent earned, on January 2, 2027 and January 1, 2028, respectively. The number of PSUs and the related value as of January 3, 2026 represent the units earned and payout value at target for both the 2024-2026 and 2025-2027 three-year performance periods, in accordance with SEC rules requiring reporting of these amounts in this manner because our performance exceeded threshold, but not target performance during the previous fiscal year. The payout values shown were determined by multiplying the 2025 fiscal year end closing price of our common stock of $87.05 by the target number of unearned and unvested PSUs. |

  89. OPTiON EXERCiSES AND STOCK VESTED iN FiSCAL 2025

    OPTiON EXERCiSES AND STOCK VESTED iN FiSCAL 2025 The following table provides information concerning option exercises and the vesting of stock, including PSUs and RSUs, during Textron’s 2025 fiscal year for each NEO.

  90. OPTiON EXERCiSES AND STOCK VESTED iN FiSCAL 2025

    | Option Exercises and Stock Vested in Fiscal 2025 | | | | | | | | | 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 | 0 | 0 | PSU | 85,793 | | 7,468,281 | | | | | RSU | 38,997 | | 2,914,246 | | | | | | | Total | 10,382,527 | | David M. Rosenberg | 0 | 0 | RSU | 1,371 | | 102,455 | | | | | | | Total | 102,455 | | E. Robert Lupone | 0 | 0 | PSU | 10,511 | | 914,983 | | | | | RSU | 4,948 | | 369,764 | | | | | | | Total | 1,284,747 | | Julie G. Duffy | 28,543 | 1,050,409 | PSU | 8,085 | | 703,799 | | | | | RSU | 3,754 | | 280,536 | | | | | | | Total | 984,335 | | Frank T. Connor | 62,591 | 2,055,553 | PSU | 24,666 | | 2,147,175 | | | | | RSU | 11,618 | | 868,213 | | | | | | | Total | 3,015,388 |

  91. OPTiON EXERCiSES AND STOCK VESTED iN FiSCAL 2025

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

  92. OPTiON EXERCiSES AND STOCK VESTED iN FiSCAL 2025

    | (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, $7,909,257 Mr. Connor $2,273,959, Mr. Lupone, $969,009 and Ms. Duffy, $745,356. |

  93. PENSiON BENEFiTS iN FiSCAL 2025

    PENSiON BENEFiTS iN FiSCAL 2025 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 2025

    | Name | Plan Name | Number of Years of Credited Service | | Present Value of Accumulated Benefit ($)(1) | Payments During Last Fiscal Year ($) | | Scott C. Donnelly | TRP | 17.50 | | 856,332 | 0 | | | Spillover | 17.50 | | 8,745,316 | 0 | | | Wrap Around | 36.50(2) | | 9,518,453 | 0 | | | | | Total | $19,120,101 | | | David M. Rosenberg(3) | N/A | N/A | | N/A | | | E. Robert Lupone(3) | N/A | N/A | | N/A | | | Julie G. Duffy | TRP | 28.50 | | 1,194,954 | 0 | | | Spillover | 28.50 | | 3,918,098 | 0 | | | TSPPSO | 28.50 | | 784,288 | 0 | | | | | Total | $5,897,340 | | | Frank T. Connor | TRP | 15.58 | | 748,836 | 46,094 | | | Spillover | 15.58 | | 4,631,763 | 285,102 | | | Add’l Credited Service | 3.00(2) | | 862,373 | 53,082 | | | | | Total | $6,242,972 | 384,278 |

  95. PENSiON BENEFiTS iN FiSCAL 2025

    | (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 January 3, 2026. |

  96. PENSiON BENEFiTS iN FiSCAL 2025

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

  97. PENSiON BENEFiTS iN FiSCAL 2025

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

  98. PENSiON BENEFiTS iN FiSCAL 2025

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

  99. Spillover Pension Plan

    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 ($350,000 in 2025). 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. Rosenberg and Mr. Lupone, therefore, are not eligible to participate in the SPP.

  100. NONQUALiFiED DEFERRED COMPENSATiON

    NONQUALiFiED DEFERRED COMPENSATiON The table below shows the deferred compensation activity for each NEO during 2025 under nonqualified deferred compensation plans maintained by Textron.

  101. 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 | 56,173 | 183,067 | 0 | 1,651,293 | | David M. Rosenberg | Spillover Savings Plan | 46,677 | 3,633 | 0 | 110,651 | | E. Robert Lupone | Spillover Savings Plan | 76,955 | 106,714 | 0 | 1,347,173 | | Julie G. Duffy | Deferred Income Plan | 0 | 1,945 | 0 | 27,839 | | | Spillover Savings Plan | 22,019 | 23,547 | 0 | 225,106 | | Frank T. Connor | Spillover Savings Plan | 0 | 28,725 | 933,460(4) | 0 |

  102. 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 2025. 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. Rosenberg and 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 40. |

  103. NONQUALiFiED DEFERRED 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 $37 for Ms. Duffy. |

  104. NONQUALiFiED DEFERRED COMPENSATiON

    | (3) Of these balances, the following amounts were reported in Summary Compensation Tables in prior-year proxy statements: Mr. Donnelly $706,129, Mr. Connor $501,324, Mr. Lupone $850,694 and Ms. Duffy $116,612. 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. |

  105. NONQUALiFiED DEFERRED COMPENSATiON

    | (4) Mr. Connor retired on February 28, 2025 and received this amount in distributions from the Spillover Savings Plan. |

  106. NONQUALiFiED DEFERRED COMPENSATiON

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

  107. 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, other than Mr. Connor, under existing plans and arrangements if the named executive’s employment had terminated and/ or a change in control had occurred on January 3, 2026, the last business day of Textron’s 2025 fiscal year. With respect to Mr. Connor, who retired from the Company effective February 28, 2025, the discussion below under “Payments Made Upon a Voluntary Termination by an Executive” and the chart below under “Named Executive Officer who Voluntarily Retired during 2025” reflects the compensation which has been paid and is estimated to be payable to him after his retirement from the Company. Information for the NEOs other than Mr. Connor 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.

  108. Other NEOs

    | (4) Potential pension benefits have been calculated assuming a discount rate of 5.65%. |

  109. Named Executive Officer Who Voluntarily Retired during 2025

    | (4) Pension benefits for Mr. Connor are set forth in the Pension Benefits in Fiscal 2025 table on page 45. |

  110. 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 34,000 employees located throughout the world, with approximately 80% in the U.S., 10% in Europe, 6% in Canada and Mexico combined, 4% in Asia and less than 1% elsewhere. To identify the employee with compensation at the median of all employees for our 2025 fiscal year, we used “annual rate”, as reflected in our enterprise-wide human resources information system, as of October 1, 2025, 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 2025, we determined that the “median employee” was a full-time, salaried employee located in the U.S. Total compensation for the median employee in the 2025 fiscal year was in the amount of $111,269. “Annual total compensation” of the median employee includes regular 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 2025 fiscal year was $21,186,411 which is a $20,855 increase over the amount reflected in the “Total” column in the Summary Compensation Table on page 40. 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 2025 the ratio of the annual total compensation of Mr. Donnelly to the annual total compensation of the median employee was 190 to 1.

  111. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE

  112. 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 2021 through 2025.

  113. 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) | | 2025 | 21,165,556 | 24,044,049 | 3,253,336 | 3,661,632 | 181.1 | 237.6 | 193.3 | 921 | 983 | | 2024 | 19,643,978 | 15,770,450 | 4,526,389 | 3,798,259 | 159.0 | 162.3 | 158.9 | 824 | 695 | | 2023 | 20,391,762 | 27,994,633 | 4,921,857 | 6,004,863 | 167.0 | 141.9 | 135.2 | 921 | 931 | | 2022 | 15,367,279 | 18,736,482 | 3,881,920 | 4,533,894 | 146.8 | 132.9 | 114.5 | 861 | 1,188 | | 2021 | 18,576,014 | 45,821,710 | 4,819,441 | 9,366,481 | 159.9 | 113.2 | 121.1 | 746 | 1,149 |

  114. Pay Versus Performance Table

    | (1) During 2021-2024 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. In 2025, Mr. Donnelly was Textron’s Principal Executive Officer (“PEO”) and our other Named Executive Officers (“Non-PEO NEOs”) consisted of Mr. Connor, Mr. Lupone, Ms. Duffy, and Mr. Rosenberg. As described in the CD&A on page 26, Mr. Connor served as an NEO for two months in fiscal 2025. |

  115. Pay Versus Performance Table

    | (2) Represents the value as of the end of each year indicated of $100 invested on December 31, 2020 in the Company’s stock or in one of the indicated Peer Group indices. |

  116. 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 34 with respect to 2025. |

  117. 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.

  118. Pay Versus Performance Table

    | | PEO | | | | | Non-PEO NEOs (average) | | | | | | | 2025 | 2024 | 2023 | 2022 | 2021 | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table (“SCT”) Total | $21,165,556 | $19,643,978 | $20,391,762 | $15,367,279 | $18,576,014 | $3,253,336 | $4,526,389 | $4,921,857 | $3,881,920 | $4,819,441 | | Adjustments: | | | | | | | | | | | | Deduction for Change in Actuarial Present Values reported under the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the SCT | (2,191,758) | (894,425) | (2,682,449) | — | (95,972) | (209,486) | (329,030) | (759,286) | — | (216,984) | | Increase for “Service Cost” for pension plans | 279,174 | 260,276 | 413,267 | 576,449 | 580,054 | 110,251 | 147,433 | 129,420 | 162,591 | 165,031 | | 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 | (10,588,942) | (11,586,840) | (10,100,586) | (8,314,479) | (10,500,442) | (1,015,693) | (1,938,279) | (1,697,740) | (1,444,119) | (1,828,820) | | Deduction for the grant date fair value of options awarded during the year, reported under the “Option Awards” column in the SCT | (3,463,119) | (3,946,683) | (3,477,679) | (2,905,358) | (3,011,625) | (332,192) | (660,194) | (584,526) | (504,602) | (527,116) | | Increase for year-end fair value of awards granted during year that remain outstanding and unvested as of year-end(1) | 18,146,435 | 12,206,192 | 14,676,737 | 12,650,262 | 22,165,513 | 1,740,620 | 2,041,877 | 2,466,901 | 2,190,502 | 3,879,540 | | 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) | 2,296,108 | 300,473 | 4,093,826 | 1,079,909 | 14,602,311 | 384,634 | 48,108 | 711,301 | 194,183 | 2,484,003 | | 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 | (1,609,140) | (223,541) | 4,665,399 | 264,240 | 3,486,240 | (271,142) | (39,921) | 814,467 | 50,307 | 588,100 | | Increase for value of dividend equivalents | 9,735 | 11,020 | 14,355 | 18,180 | 19,617 | 1,304 | 1,876 | 2,469 | 3,112 | 3,286 | | Total Adjustments | 2,878,493 | (3,873,528) | 7,602,871 | 3,369,203 | 27,245,696 | 408,296 | (728,130) | 1,083,006 | 651,974 | 4,547,040 | | “Compensation Actually Paid” | $24,044,049 | $15,770,450 | $27,994,633 | $18,736,482 | $45,821,710 | $3,661,632 | $3,798,259 | $6,004,863 | $4,533,894 | $9,366,481 |

  119. 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. |