18 TEXTRON 2022 PROXY STATEMENT For 2022, the additional retainer for the chair of the Nominating and Corporate Governance Committee has been increased to $20,000. In addition, Textron reimburses each director for his or her expenses in attending Board or committee meetings. 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 interestbearing account which bears interest at a monthly rate that is one-twelfth of the greater of 8% and 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 Applicable Federal Rate as provided under Section 1274(d) of the Internal Revenue Code, or into an account consisting of Textron stock units, which are equivalent in value to Textron common stock. Textron credits dividend equivalents to the stock unit account. 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 (Ms. Bader and Messrs. Clark and Gagné) have been fully paid so there were no expenditures associated with these policies during 2021. The directors 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 $7,500 per year. Non-employee directors are eligible to receive awards granted under the Textron Inc. 2015 Long-Term Incentive Plan. In addition to the RSUs described above, our current directors received a one-time grant of 2,000 shares of restricted stock (the “Restricted Shares”) upon joining the Board. The Restricted Shares do not vest until the director has completed at least five years of Board service and all successive terms of Board service to which he or she is nominated and elected or in the event of death or disability or a change in control of Textron. At its December 2021 meeting, the Board eliminated this one-time stock grant for new directors joining the Board after 2021. This change was recommended by the Nominating and Corporate Governance Committee after its annual review of director compensation, in light of the annual grant of RSUs now made to our independent directors and to better align with current practice at similar companies. None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board or its committees. Director Compensation Table The following table provides 2021 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 39. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) All Other Compensation ($)(2) Total ($) Kathleen M. Bader 140,000 145,000 285,000 R. Kerry Clark 168,626 145,000 5,000 318,626 James T. Conway 140,000 145,000 8,500 290,000 Paul E. Gagné 151,154 145,000 296,154 Ralph D. Heath 140,000 145,000 285,000 Deborah Lee James 140,000 145,000 7,500 292,500 Lionel L. Nowell III 150,220 145,000 3,500 298,720 James L. Ziemer 145,000 145,000 7,500 297,500 Maria T. Zuber 125,000 145,000 270,000 (1) The amounts in this column represent the grant date fair value of the RSUs issued to each of the directors on the date of the 2021 Annual Meeting. (2) T he amounts in this column represent the amounts of matching contributions made by the Company on behalf of participating directors pursuant to the Textron Matching Gift Program. Amounts over $7,500 for an individual director were paid in 2021 to match gifts made in 2020.
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