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TEXTRON 2016 PROXY STATEMENT
Director Compensation Table
The following table provides 2015 compensation information for our directors other than Mr. Donnelly, whose compensation
is reported in the Summary Compensation Table on page 34.
Fees Earned or
Stock
All Other
Name
Paid in Cash ($)
Awards ($)(1) Compensation ($)(2)
Total ($)
Kathleen M. Bader
134,157
100,000
7,500
241,657
R. Kerry Clark
173,687
100,000
7,500
281,187
James T. Conway
147,000
100,000
4,000
251,000
Ivor J. Evans
144,500
100,000
7,500
252,000
Lawrence K. Fish
128,500
100,000
7,500
236,000
Paul E. Gagné
151,500
100,000
251,500
Dain M. Hancock
147,500
100,000
247,500
Lord Powell of Bayswater KCMG
132,000
100,000
232,000
Lloyd G. Trotter
136,500
100,000
5,000
241,500
James L. Ziemer
154,657
100,000
254,657
(1) The amounts in this column represent the grant date fair value of the portion of the director’s annual retainer mandatorily deferred into the stock unit account
under the Directors Deferred Income Plan. These amounts are converted to stock units at a grant date fair value equal to the average share price for the
calendar quarter in which the fees were payable.
(2) The amounts in this column represent the amount of matching contributions made by the Company on behalf of participating directors pursuant to the Textron
Matching Gift Program.
DIRECTOR STOCK OWNERSHIP REQUIREMENTS
In order to align the financial interests of our directors with the interests of our shareholders, we require that our directors
maintain a specified level of stock ownership equal to eight times the portion of their annual retainer payable in cash;
toward this end, we require all non-employee directors to defer a minimum of $120,000 (effective January 1, 2016) of their
annual retainer into the stock unit account of the Directors Deferred Income Plan. All directors currently meet the stock
ownership requirement which allows them to achieve the required level of ownership over time in the case of directors
who have more recently joined the Board. We also have a stock retention policy restricting non-employee directors from
transferring stock units or restricted stock while they serve on the Board.
ANTI-HEDGING AND PLEDGING POLICY
Our directors are prohibited from (i) pledging Textron securities as collateral for any loan or holding Textron securities in a
margin account or (ii) engaging in short sales of Textron securities or transactions in publicly-traded options or derivative
securities based on Textron’s securities.