Textron 2020 Proxy Statement

21 25 26 29 30 35 35 35 35 36 36 36 37 Governance Highlights Director Independence Leadership Structure Meeting Attendance Other Directorships Board Committees Executive Committee Risk Oversight Corporate Governance Guidelines and Policies Code of Ethics Shareholder Communications to the Board Director Nominations Compensation of Directors Director Stock Ownership Requirements Anti-Hedging and Pledging Policy 9 10 10 11 11 11 13 13 14 14 14 14 14 16 16 Board Membership Qualifications Nominees for Director General Shareholders Who May Vote Internet Availability of Proxy Materials Voting Savings Plan Participants Changing or Revoking a Proxy Required Vote Costs of Proxy Solicitation Confidential Voting Policy Attending the Meeting Executive Summary Overview and Objectives of Executive  Compensation Program Target Pay Incentive Compensation Performance Analysis Risks Related to Compensation Other Compensation Programs Role of Independent Compensation Consultant Stock Ownership Requirements Anti-Hedging and Pledging Policy Clawback Policy Compensation Arrangements Relating to  Termination of Employment Tax Considerations 3 3 1 1 1 1 1 2 2 2 2 2 TABLE OF CONTENTS Information About the Annual Meeting Compensation Discussion and Analysis Election of Directors Corporate Governance Security Ownership Audit Committee Report Compensation Committee Report 1 21 3 9 17 19 20 TEXTRON 2020 PROXY STATEMENT