2022 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Wednesday, April 27, 2022, at 11 a.m. virtually at www.virtualshareholdermeeting.com/TXT2022
Textron’s Global Network of Businesses TEXTRON AVIATION Textron Aviation is home to the Beechcraft®, Cessna® and Hawker® aircraft brands and is a leader in general aviation through two principal lines of business: aircraft and aftermarket. Aircraft includes sales of business jet, turboprop and piston aircraft, as well as special mission and military aircraft. Aftermarket includes commercial parts sales, maintenance, inspection and repair services. BELL Bell is a leading supplier of helicopters and related spare parts and services. Bell is the pioneer of the revolutionary tiltrotor aircraft. Globally recognized for world-class customer service, innovation and INDUSTRIAL Our Industrial segment offers two main product lines: fuel systems and functional components produced by Kautex; and specialized vehicles such as golf cars, recreational and utility vehicles, aviation ground support equipment and professional mowers, manufactured by Textron Specialized Vehicles businesses. TEXTRON SYSTEMS Textron Systems’ businesses develop and integrate products and services for U.S. and international military, government and commercial customers to support defense, aerospace and other customer missions. Product and service offerings include unmanned aircraft systems, electronic systems and solutions, advanced marine craft, piston aircraft engines, armored and specialty vehicles and other defense and aviation mission support products and services. FINANCE Textron customers around the globe. T E X T R O N B Y A V I A T I O N A Textron Company
NOTICE OF ANNUAL MEETING To the Shareholders of Textron Inc.: The 2022 Annual Meeting of Shareholders of Textron Inc. will be held on Wednesday, April 27, 2022 at 11 a.m., Eastern time. To support the health and well-being of our employees and shareholders, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2022. Shareholders will not be able to attend the meeting in person. At the meeting, our shareholders will be asked to do the following: 1 2 3 5 4 To elect the ten director nominees named in the proxy statement to hold office until the next annual shareholders’ meeting; To approve Textron’s executive compensation on an advisory basis; To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2022; To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting. If properly presented at the meeting, to consider and act upon a shareholder proposal, set forth beginning on page 56 in the accompanying proxy statement, which is opposed by the Board of Directors; and Wednesday, April 27, 2022 11:00 a.m. Eastern Daylight Time Virtual Meeting Site: www.virtualshareholdermeeting.com/TXT2022 To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2022 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials, email or legal proxy, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting. As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 4, 2022, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested. Whether or not you plan to attend the virtual meeting, we urge you to cast your vote as soon as possible so that your shares may be represented at the meeting. You may vote your shares via the Internet or by telephone by following the instructions included on the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. You are entitled to vote all shares of common stock registered in your name at the close of business on February 28, 2022. A list of shareholders entitled to vote at the 2022 Annual Meeting will be available for viewing during the Annual Meeting. By order of the Board of Directors, E. Robert Lupone Executive Vice President, General Counsel and Secretary Providence, Rhode Island March 4, 2022
iv TEXTRON 2022 PROXY STATEMENT YOUR VOTE IS IMPORTANT Brokers are not permitted to vote on the election of directors or on certain other proposals without instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker or bank, it is important that you vote. We encourage you to vote promptly, even if you intend to attend the Annual Meeting. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 27, 2022: The Company’s Proxy Statement for the 2022Annual Meeting of Shareholders, theAnnual Report to Shareholders for the fiscal year ended January 1, 2022 and the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2022 are available at http://investor.textron.com/investors/investor-resources. The Company will provide by mail or email, without charge, a copy of its Annual Report on Form 10-K, at the request of shareholders. Please direct all inquiries to the Company at (401) 457-2288 or by submitting a written request to the Secretary at Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903 or by email to irdepartment@textron.com. REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: BY TELEPHONE Call the telephone number on your proxy card or voting instruction form. BY INTERNET You can vote your shares online at www.proxyvote.com or on the website address set forth on your proxy card or voting instruction form. BY MAIL If you received your materials by mail, you can vote by mail by marking, dating and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. BY ATTENDING THE VIRTUAL MEETING Attend the virtual meeting and vote your shares during the meeting at www.virtualshareholdermeeting.com/TXT2022
TEXTRON 2022 PROXY STATEMENT v Governance Highlights Director Independence Leadership Structure Board and Committee Evaluations Meeting Attendance Other Directorships Board Committees Executive Committee Risk Oversight Committee and Board Oversight of Environmental, Social and Governance Matters Corporate Responsibility and Sustainability Shareholder Outreach Shareholder Communications to the Board Director Nominations Compensation of Directors Director Stock Ownership Requirements Anti-Hedging and Pledging Policy Corporate Governance Guidelines and Policies Code of Ethics 10 11 11 12 12 12 13 15 15 15 16 17 17 17 17 19 19 19 19 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 4 4 1 1 1 1 1 2 2 2 2 2 TABLE OF CONTENTS Information About the Annual Meeting Election of Directors Corporate Governance Security Ownership Audit Committee Report Compensation Committee Report 1 4 10 20 22 23
vi TEXTRON 2022 PROXY STATEMENT Compensation Discussion and Analysis 24 Executive Summary Overview and Objectives of Executive Compensation Program Target Pay 2021 Incentive Compensation Targets, Payouts and Performance Analysis Risks Related to Compensation Other Compensation Programs Role of Independent Compensation Consultant Share Ownership Requirements Anti-Hedging and Pledging Policy Clawback Policy Compensation Arrangements Relating to Termination of Employment Tax Considerations 24 27 28 31 36 37 37 37 37 38 38 38 Executive Compensation Summary Compensation Table Grants of Plan-Based Awards in Fiscal 2021 Outstanding Equity Awards at 2021 Fiscal Year-End Option Exercises and Stock Vested in Fiscal 2021 Pension Benefits in Fiscal 2021 Nonqualified Deferred Compensation Potential Payments Upon Termination or Change in Control Pay Ratio Equity Compensation Plan Information Evaluation of Risk in Compensation Plans Transactions with Related Persons 39 41 42 43 44 46 47 51 52 52 53 39 Advisory Vote to Approve Textron’s Executive Compensation 54 Ratification of Appointment of Independent Registered Public Accounting Firm 55 Other Matters to Come Before the Meeting Shareholder Proposal on Special Meetings 58 56 Shareholder Proposals and Other Matters for 2023 Annual Meeting 58 Delivery of Documents to Shareholders Sharing an Address 59
TEXTRON 2022 PROXY STATEMENT 1 INFORMATION ABOUT THE ANNUAL MEETING GENERAL This proxy statement, which is first being made available to shareholders on or about March 4, 2022, is furnished in connection with the solicitation by the Board of Directors of Textron Inc. of proxies to be voted at the annual meeting of shareholders to be held on April 27, 2022, at 11:00 a.m. virtually via a live audio webcast and at any adjournments or postponements thereof. Shareholders will be able to attend the Annual Meeting, vote their shares and submit questions during the meeting at www.virtualshareholdermeeting.com/TXT2022. SHAREHOLDERS WHO MAY VOTE All shareholders of record at the close of business on February 28, 2022 will be entitled to vote. As of February 28, 2022, Textron had outstanding 216,329,378 shares of common stock, each of which is entitled to one vote with respect to each matter to be voted upon at the meeting. Proxies are solicited to give all shareholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting. INTERNET AVAILABILITY OF PROXY MATERIALS As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 4, 2022, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the Annual Meeting, and help conserve natural resources. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested. VOTING Shareholders of record may vote via the Internet or by using the toll-free telephone number listed on the proxy card. Please follow the instructions for Internet or telephone voting provided on the proxy card or Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can vote by mail by following the instructions on the proxy card. If you vote via the Internet or by telephone, please do not return a signed proxy card. Shareholders who hold their shares through a bank or broker can vote via the Internet or by telephone if these options are offered by the bank or broker. If you received the proxy materials in paper form from your bank or broker, the materials include a voting instruction form so you can instruct the holder of record on how to vote your shares. If voting by mail, please complete, sign, date and return your proxy card enclosed with the proxy statement in the accompanying postage-paid envelope. You can specify how you want your shares voted on each proposal by marking the appropriate boxes on the proxy card. If your proxy card is signed and returned without specifying a vote or an abstention on any proposal, it will be voted according to the recommendation of the Board of Directors on that proposal. That recommendation is shown for each proposal on the proxy card. You also may vote your shares during the Annual Meeting (up until the closing of the polls) by following the instructions available at www.virtualshareholdermeeting.com/TXT2022 if you attend the meeting. SAVINGS PLAN PARTICIPANTS If you are a participant in a Textron savings plan with the Textron stock fund as an investment option, when you vote via the Internet or by telephone, or your proxy card is returned properly signed, the plan trustee will vote your proportionate interest in the plan shares in the manner you direct, or if you vote by mail and make no direction, in proportion to directions received from the other plan participants (except for any shares allocated to your Tax Credit Account under the Textron Savings Plan which will be voted only as you direct). All directions will be held in confidence.
2 TEXTRON 2022 PROXY STATEMENT CHANGING OR REVOKING A PROXY Whether voting by mail, via the Internet or by telephone, if you are a shareholder of record, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, voting via the Internet or by telephone at a later time, delivering a written notice of revocation to Textron’s Secretary, or voting during the meeting. If your shares are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by voting during the Annual Meeting. REQUIRED VOTE A quorum is required to conduct business at the meeting. A quorum requires the presence, including by proxy, of the holders of a majority of the issued and outstanding shares entitled to vote at the meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when you fail to provide voting instructions to your broker for shares owned by you but held in the name of your broker. Under those circumstances, your broker is allowed, but not required, to vote for you without your instructions on routine matters but is prohibited from voting without your instructions on non-routine matters. The ratification of independent registered public accountants is a routine matter on which your broker may vote your shares without your instructions. Non-routine matters include the election of directors, the advisory vote to approve Textron’s executive compensation and the shareholder proposal. Those items for which your broker cannot vote result in broker non-votes. In order to ensure that your shares are voted on all proposals, we encourage you to return your voting instruction form or vote electronically or by telephone as soon as possible, even if you intend to attend the Annual Meeting. Election of each of the nominees for director requires a vote of the majority of the votes cast at the meeting, which means that the number of shares voted “for” a nominee for director must exceed the number of shares voted “against” that nominee. Abstentions and broker non-votes are not counted for this purpose and will have no effect on the outcome of the election. Approval of all other matters to be voted on at the meeting requires the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes “against” the proposal, and broker non-votes (when applicable) will have no effect on the outcome of the vote. COSTS OF PROXY SOLICITATION Textron pays the cost of this solicitation of proxies. Textron will request that persons who hold shares for others, such as banks and brokers, solicit the owners of those shares and will reimburse them for their reasonable out-of-pocket expenses for those solicitations. In addition to solicitation by mail, Textron employees may solicit proxies by telephone, by electronic means and in person, without additional compensation for these services. Textron has hired Alliance Advisors, LLC of Bloomfield, New Jersey, a proxy solicitation organization, to assist in this solicitation process for a fee of $16,500, plus reasonable out-ofpocket expenses. CONFIDENTIAL VOTING POLICY Under Textron’s policy on confidential voting, individual votes of shareholders are kept confidential from Textron’s directors, officers and employees, except for certain specific and limited exceptions. Comments of shareholders written on proxies or ballots are transcribed and provided to Textron’s Secretary. Votes are counted by Broadridge Financial Solutions, Inc. and certified by an independent Inspector of Election. ATTENDING THE MEETING The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device’s audio system. We encourage you to access the meeting in advance of the designated start time.
TEXTRON 2022 PROXY STATEMENT 3 To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2022 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting. Shareholders whose shares are held in street name and whose voting instruction form or Notice of Internet Availability does not contain a control number for attending the Annual Meeting, should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting. Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual meeting, please call the support team at the toll-free number on the virtual Annual Meeting log-in page which will be available beginning 15 minutes prior to the meeting. You can view the Agenda and the Rules of Conduct for the Annual Meeting after you log-in to the virtual meeting website at www.virtualshareholdermeeting.com/TXT2022. Shareholders may submit questions related to the Company’s business or governance or related to the items of business set forth on the Agenda beginning fifteen (15) minutes prior to, and during, the Annual Meeting at www.virtualshareholdermeeting.com/TXT2022. The Rules of Conduct will also be available beginning five days prior to the Annual Meeting (on or prior to April 22, 2022) at www.proxyvote.com. A webcast playback of the Annual Meeting will be available at www.virtualshareholdermeeting.com/TXT2022 within approximately 24 hours after the completion of the meeting. If any shareholder questions that comply with the Rules of Conduct are submitted but not answered during the meeting, we will post responses to those questions with the Annual Meeting materials on Textron’s website, www.textron.com, under “Investors.”
4 TEXTRON 2022 PROXY STATEMENT ELECTION OF DIRECTORS BOARD MEMBERSHIP QUALIFICATIONS The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance Committee. All of our current Board members share certain qualifications and attributes consistent with these criteria, which are set forth in the Company’s Corporate Governance Guidelines and Policies and are summarized below: Exemplary personal ethics and integrity Core business competencies of high achievement and a record of success Financial literacy and a history of making good business decisions and exposure to best practices Strong communications skills and confidence to ask tough questions Enthusiasm for Textron and sufficient time to be fully engaged Interpersonal skills that maximize group dynamics, including respect for others Specific skills and experience aligned with Textron’s strategic direction and operating challenges and that complement the overall composition of the Board Board Membership Criteria NOMINEES FOR DIRECTOR At the 2022 annual meeting, ten directors are to be elected to hold office until the 2023 annual meeting and until their successors have been elected and qualified. Nine of our ten nominees are currently Textron directors, and Richard F. Ambrose has been appointed as a director by the Board, effective April 1, 2022, in anticipation of the vacancy which will result when Paul E. Gagné, a director since 1995, retires from our Board effective as of the Annual Meeting in accordance with our retirement policy. Mr. Ambrose 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 most other members of the Board, prior to his 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 designated by the present Board. 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.
TEXTRON 2022 PROXY STATEMENT 5 Our director nominees offer an effective mix of relevant experience and skills, as illustrated below (by percentage of board members): Director Experience and Skills STRATEGIC PLANNING INTERNATIONAL BUSINESS MARKETING AND SALES TECHNOLOGY / R&D FINANCE / ACCOUNTING AEROSPACE AND DEFENSE PUBLIC COMPANY BOARD EXPERIENCE SENIOR LEADERSHIP OPERATIONS AND MANUFACTURING 50% 40% 40% 40% 40% 60% 40% 100% 80% Although the Nominating and Corporate Governance Committee does not have a formal policy for considering diversity in identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. Increasing the diversity of the Board, including with respect to gender and racial/ethnic diversity, is a significant focus in developing the pool from which we identify qualified director candidates, and the Committee has advised its third-party search firm that it prioritizes enhancing the Board’s diversity. Our Board provides diverse and independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below: Diverse male White female White male 1 3 2 4 1 3 6 Gender/Racial/Ethnic Diversity Balanced Tenure 5 years and under 6-10 years 11-15 years Over 15 years 1 9 Number of Independent Directors Independent Non-Independent
6 TEXTRON 2022 PROXY STATEMENT 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: • 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 Experience, Qualifications, Attributes and Skills Mr. Donnelly, 60, is Chairman, President and Chief Executive Officer of Textron. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. In 2013, Mr. Donnelly joined the board of directors of Medtronic plc. Scott C. Donnelly Director Since 2009 Chairman • 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 Experience, Qualifications, Attributes and Skills Mr. Ambrose, 63, recently retired 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 Manger of the Space Systems Division at Hughes Information Systems (which merged with Raytheon C3I Systems in 1997). Richard F. Ambrose Director Since 2022 • Comprehensive experience in strategic planning and change management • Expertise in managing strategic business process implementation within global industrial business environments • Extensive experience in advancing customer loyalty and employee satisfaction • Expertise in expansion of international business Experience, Qualifications, Attributes and Skills Ms. Bader, 71, was President and Chief Executive Officer of NatureWorks LLC, which makes proprietary plastic resins and was formerly known as Cargill Dow LLC, until her retirement in January 2006. Formerly, she was a Business President of a $4.2 billion plastics portfolio at the Dow Chemical Company, a diversified chemical company. She joined Dow in 1973 and held various management positions in Dow’s global and North American operations, before becoming Chairman, President and Chief Executive Officer of Cargill Dow LLC, at the time an equal joint venture between Dow and Cargill Incorporated, in February 2004. She assumed the position of President and Chief Executive Officer of NatureWorks in February 2005 following Cargill’s acquisition of Dow’s interest in Cargill Dow. Ms. Bader also served for seven years on President Bush’s Homeland Security Advisory Council. Kathleen M. Bader Director Since 2004
TEXTRON 2022 PROXY STATEMENT 7 • 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 Experience, Qualifications, Attributes and Skills Mr. Clark, 69, 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 became a director of General Mills, Inc. in 2009 and a director of Anthem, Inc. in 2014. He served as a director of Avnet, Inc. from 2012 through 2019. R. Kerry Clark Director Since 2003 Experience, Qualifications, Attributes and Skills Ralph D. Heath Director Since 2017 • Extensive expertise in developing and growing business within the aerospace and defense industry • Deep understanding of working with the Department of Defense, including government defense program management • Significant experience in international business development in aerospace and defense markets • Audit Committee Financial Expert Mr. Heath, 73, is the retired Executive Vice President—Aeronautics of Lockheed Martin Corporation, a global security and aerospace company. He joined Lockheed in 1975 and became Executive Vice President & Chief Operating Officer, Aeronautics in 1999 until his appointment in 2002 as Executive Vice President & General Manager, F-22 Raptor Program. In 2005, he became Executive Vice President— Aeronautics, a role he held until his retirement in 2012. During his tenure, Mr. Heath led the revitalization of the C-130 program, international expansion of the F-16 program, and the development and delivery of the F-22 and F-35 fighter aircraft. Mr. Heath served on the Board of Directors of Hawker Beechcraft from 2013-2014, prior to Textron’s acquisition of the Beechcraft business. • 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 Experience, Qualifications, Attributes and Skills Mr. Conway, 74, is a retired General in the United States Marine Corps who served as the 34th Commandant of the Marine Corps from 2006 through his retirement in 2010 and concurrently as a member of the Joint Chiefs of Staff. Prior to being named Commandant, Mr. Conway served as Director of Operations (J-3) on the Joint Chiefs of Staff. Among his previous postings were Commanding General of I Marine Expeditionary Force from 2002 through 2004 (which involved two combat tours in Iraq), Commanding General of the 1st Marine Division, and President of the Marine Corps University. Mr. Conway has been a director of Vislink Technologies, Inc. (formerly, xG Technology, Inc.) since 2015. James T. Conway Director Since 2011
8 TEXTRON 2022 PROXY STATEMENT • 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 Experience, Qualifications, Attributes and Skills Ms. James, 63, 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 joined the board of directors of Unisys Corporation in 2017. Deborah Lee James Director Since 2017 • 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 Experience, Qualifications, Attributes and Skills Mr. Nowell, 67, 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. Lionel L. Nowell III Director Since 2020 • Extensive expertise in establishing brand equity worldwide • Leadership experience in fostering outstanding customer satisfaction and loyalty • Significant experience with the captive finance business model Mr. Ziemer, 72, was the President and Chief Executive Officer and a director of Harley-Davidson, Inc. until his retirement in April 2009. Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company which design, manufacture and sell motorcycles and related parts and accessories, and Harley-Davidson Financial Services, which provides related financing and insurance. Mr. Ziemer had been a director of Harley-Davidson, Inc. since December 2004 and was named President and Chief Executive Officer in April 2005. He previously served as Vice President and Chief Financial Officer of Harley-Davidson from December 1990 to April 2005 and President of the Harley-Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer is also a director of Thor Industries, Inc. (since 2010). James L. Ziemer Director Since 2007 Experience, Qualifications, Attributes and Skills
TEXTRON 2022 PROXY STATEMENT 9 • Extensive expertise in scientific research • Considerable leadership experience, including in relationships with the federal government • Deep understanding of emerging technologies Experience, Qualifications, Attributes and Skills Ms. Zuber, 63, is the Vice President for Research 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 Vice President for Research, to which she was appointed in 2013, she has overall responsibility for research administration and policy at MIT, overseeing MIT Lincoln Laboratory and more than a dozen interdisciplinary research laboratories and centers, and plays a central role in research relationships with the federal government. 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 to 2018. She serves as co-chair of the President’s Council of Advisors on Science and Technology, a position she has held since 2021. Ms. Zuber has served as a director of Bank of America Corporation since 2017. Maria T. Zuber Director Since 2016 The Board of Directors recommends a vote “FOR” each of the director nominees (Items 1a through 1j on the proxy card).
10 TEXTRON 2022 PROXY STATEMENT CORPORATE GOVERNANCE GOVERNANCE HIGHLIGHTS Textron is committed to sound corporate governance practices, including the following: Director Independence • 9 of our 10 director nominees are independent, with our CEO being the only management director. • Our three principal Board committees, the Audit, Nominating and Corporate Governance, and Organization and Compensation Committees, are each comprised of entirely independent directors. • The independent directors meet regularly in executive session without management present. Independent Lead Director • Our independent directors elect a director from among them to serve as Lead Director, generally for a three-year term, with annual ratification. • The Lead Director is assigned clearly defined and expansive duties. • The Lead Director presides at executive sessions of the independent directors without management present at each regularly scheduled Board meeting. Board Accountability and Practices Shareholder Rights Textron Stock • All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. • During 2021, each director attended at least 75% of the total number of Board and applicable committee meetings, and all directors attended the Annual Meeting of Shareholders. • The Board and each of its three principal committees perform annual self-evaluations, and beginning in 2022, the evaluation process also will elicit feedback from each independent director if they have any concerns with respect to the performance of any other independent director. • Directors may not stand for reelection after their 75th birthday. • Shareholders holding 25% of our outstanding shares may call a special meeting of shareholders. • Our By-Laws provide a majority vote standard for the election of directors in uncontested elections, and we maintain a resignation policy under which any director who fails to receive a majority vote is required to tender their resignation for consideration by the Nominating and Corporate Governance Committee and the Board. • Our By-Laws provide for proxy access to allow eligible shareholders to include their own director nominees in the Company’s proxy materials. • Our Board and management regularly engage with large shareholders on our executive compensation program and on ESG matters. • We have robust stock ownership requirements for both our directors and our senior executives, all of whom currently meet their respective requirements. • Our executives and our directors are prohibited from hedging or pledging Textron securities.
TEXTRON 2022 PROXY STATEMENT 11 DIRECTOR INDEPENDENCE The Board of Directors has determined that Mses. Bader, James and Zuber and Messrs. Ambrose, Clark, Conway, Gagné, Heath, Nowell and Ziemer, are independent, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below. In making its determination, the Board examined relationships between directors or their affiliates with Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2021, the Textron Charitable Trust made a $15,000 donation to Warriors & Quiet Waters Foundation, an organization for which Mr. Conway serves as a director, and a $20,000 donation to the Semper Fi Wounded Warrior Fund, an organization for which Mr. Conway’s wife serves as Board Vice President. In addition, the Board considered that, in 2021, the Textron Charitable Trust made a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised either director’s independence as a Textron director. LEADERSHIP STRUCTURE Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board has determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer serves the best interests of Textron and its shareholders. This is because the Board believes that the CEO, with his extensive knowledge of the Company’s businesses and full time focus on the business affairs of the Company, makes a more effective Chairman than an independent director, especially given the size and multi-industry nature of the Company’s business. The Board has committed to review, at least once every two years, whether combining these positions serves the best interests of Textron and its shareholders. Our independent directors elect a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Currently, Mr. Clark serves as Lead Director. The Lead Director is assigned clearly defined and expansive duties under our Corporate Governance Guidelines and Policies, including: • Presiding at all meetings of the Board at which the Chairman is not present, including all executive sessions of the Board; • Serving, when needed, as liaison between the CEO and the independent directors; • Identifying, together with the CEO, key strategic direction and operational issues upon which the Board’s annual core agenda is based; • Discussing agenda items and time allocated for agenda items with the CEO prior to each Board meeting, including the authority to make changes and approve the agenda for the meeting; • Determining the type of information to be provided to the directors for each scheduled Board meeting; • Convening additional executive sessions of the Board; • Being available for consultation and direct communication with Textron shareholders; and • Such other functions as the Board may direct. Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at these sessions and at any additional executive sessions convened at the request of a director. During 2021, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.
12 TEXTRON 2022 PROXY STATEMENT The functions of the Board are carried out by the full Board, and, when delegated, by the Board committees, with each director being a full and equal participant. The Board is committed to high standards of corporate governance and its Corporate Governance Guidelines and Policies were designed, in part, to ensure the independence of the Board and include a formal process for the evaluation of CEO performance by all non-management Board members. The evaluation is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO. In addition, the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides that the committee may seek the counsel of independent advisors and each routinely meets in executive session without management present. BOARD AND COMMITTEE EVALUATIONS The Board and each of its three principal committees perform a comprehensive self-evaluation on an annual basis with oversight from the Nominating and Corporate Governance Committee. Each director completes a detailed questionnaire soliciting feedback on a number of matters designed to assess Board and committee performance and effectiveness, including oversight, risk management, Board composition, materials and processes, culture, and accountability, among other topics. Beginning in 2022, the questionnaire will include a question designed to elicit feedback from each independent director with respect to any concerns with any other independent director meeting the qualifications and attributes required of Textron Board members as established by the Nominating and Corporate Governance Committee, including the Board Membership Criteria described on page 4. Any such concerns will be discussed with the Chair of the Nominating and Corporate Governance Committee, the Lead Director or the Chairman, as appropriate. The questionnaires also enable directors to provide written comments designed to allow for more detailed feedback, and written feedback is required for any question for which the director provides a rating below the mid-point of the response range. Results of the evaluations are compiled by the Nominating and Corporate Governance Committee and shared with the full Board and each committee. Each committee discusses its respective evaluation results in executive session and determines if any follow-up actions are appropriate. Additionally, a discussion of the evaluations is held in executive session with the full Board to discuss the results and any other perspectives, feedback, or suggestions that the directors may want to raise. MEETING ATTENDANCE During 2021, the Board of Directors held six regular meetings. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All directors attended the 2021 annual meeting of shareholders. OTHER DIRECTORSHIPS Textron’s Corporate Governance Guidelines and Policies provide that non-management directors may serve on four other public company boards, provided that, in the case of a director who is a chief executive officer of a public company, the limit is two other such boards.
TEXTRON 2022 PROXY STATEMENT 13 BOARD COMMITTEES The Board of Directors has established the following three standing committees to assist in executing its duties: Audit, Nominating and Corporate Governance, and Organization and Compensation. Key responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2021. In addition, the Board of Directors and these committees are actively engaged in oversight of our enterprise risk management process and in our environmental, social and governance initiatives, as separately discussed below. Each of these committees is composed entirely of independent, non-management directors. Each of these committees has a written charter. Copies of these charters are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and are also available in print upon request to Textron’s Secretary. AUDIT COMMITTEE Lionel L. Nowell III (Chair) Kathleen M. Bader Paul E. Gagné Ralph D. Heath R. Kerry Clark Deborah Lee James Primary Responsibilities: • Assists the Board with its oversight of (i) the integrity of Textron’s financial statements, (ii) Textron’s compliance with legal and regulatory requirements, (iii) the independent auditor’s qualifications and independence, (iv) the performance of Textron’s internal audit function and independent auditor, and (v) risk management • Directly responsible for the appointment, compensation, retention and oversight of Textron’s independent auditors Meetings in 2021: 7 The Board has determined that each member of the Audit Committee is independent as defined under the listing standards of the New York Stock Exchange applicable to audit committee members. No member of the committee simultaneously serves on the audit committees of more than three public companies. The Board of Directors has determined that Mr. Clark, Mr. Gagné, Mr. Heath and Mr. Nowell each are “audit committee financial experts” under the criteria adopted by the Securities and Exchange Commission. Kathleen M. Bader R. Kerry Clark* James T. Conway Paul E. Gagné Ralph D. Heath Deborah Lee James Lionel L. Nowell III James L. Ziemer Maria T. Zuber Member Name AUDIT COMMITTEE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ORGANIZATION AND COMPENSATION COMMITTEE Member Chair Audit Committee Financial Expert * Lead Director
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