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TEXTRON 2016 PROXY STATEMENT

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Compensation Discussion and Analysis

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

Executive Compensation

Summary Compensation Table

Grants of Plan-Based Awards in Fiscal 2015

Outstanding Equity Awards at 2015 Fiscal Year-End

Option Exercises and Stock Vested in Fiscal 2015

Pension Benefits in Fiscal 2015

Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

Equity Compensation Plan Information

Evaluation of Risk in Compensation Plans

Transactions with Related Persons

Advisory Vote to Approve Textron’s Executive Compensation

Ratification of Appointment of Independent Registered Public Accounting Firm

Fees to Independent Auditors

Other Matters to Come Before the Meeting

Shareholder Proposals and Other Matters for 2017 Annual Meeting

Delivery of Documents to Shareholders Sharing an Address

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