Textron 2020 Proxy Statement

24 TEXTRON 2020 PROXY STATEMENT Practices we employ • Pay for performance—substantial portion of executives’ compensation tied to Company performance against pre- established goals set by the Committee • Pay aligned with shareholder interests—over 75% of CEO’s target compensation is in the form of equity-based long-term incentives • Caps on annual incentive compensation and performance share unit payouts • Double-trigger change in control provisions for equity awards and severance arrangements • Clawback policy applies to all annual and long-term incentive compensation • Committee annually conducts a pay-for-performance analysis against a performance peer group utilizing operating metrics used in our annual incentive awards • Committee annually reviews the composition of the talent peer group and makes changes as appropriate • Committee annually reviews compensation data for the talent peer group in order to understand the competitiveness of our compensation program and pay levels • Committee annually reviews a compensation-related risk assessment with assistance from its independent compensation consultant • Robust stock ownership requirements Practices we prohibit • No single-trigger vesting of long-term incentive awards upon a change in control of the Company • No tax gross-ups for officers hired after 2008 • No employment contracts guaranteeing fixed-term employment or bonuses to executives and no individually negotiated termination protection since 2008 • No excessive executive perquisites • No hedging or pledging Textron securities • No repricing or exchanging stock options without share- holder approval Executive Compensation Highlights The Committee receives regular briefings from its consultant on evolving best practices in executive compensation. The following summarizes key aspects of our executive compensation program: