2018 Proxy Statement

13 TEXTRON 2018 PROXY STATEMENT The Organization and Compensation Committee reviews risks related to the subject matters enumerated in its charter, including risks associated with the Company’s compensation programs, to provide incentive compensation arrangements for senior executives that do not encourage inappropriate risk taking. The Nominating and Corporate Governance &RPPLWWHH FRQVLGHUV ULVNV UHODWHG WR WKH VXEMHFW PDWWHUV IRU ZKLFK LW LV UHVSRQVLEOH DV LGHQWL¿HG LQ LWV FKDUWHU LQFOXGLQJ risks associated with corporate governance. Similarly, the Audit Committee discusses with management and the independent auditor, as appropriate, (i) risks related to its duties and responsibilities as described in its charter, (ii) management’s policies and processes for risk assessment and risk management, including with respect to cybersecurity risks, and (iii) in the period between the Board’s risk oversight reviews, management’s evaluation of the Company’s major risks and the steps management has taken or proposes to take to monitor and mitigate such risks. Accordingly, while each of the three committees contributes to the risk management oversight function by assisting the Board in the manner outlined above, the Board itself remains responsible for the oversight of the Company’s risk management program. CORPORATE GOVERNANCE GUIDELINES AND POLICIES Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February 2018, meet or exceed the listing standards adopted by the New York Stock Exchange and are posted on Textron’s website, www.textron.com , under “Investors—Corporate Governance/Corporate Governance Guidelines and Policies,” and are also available in print upon request to Textron’s Secretary. CODE OF ETHICS Textron’s Business Conduct Guidelines, originally adopted in 1979 and most recently revised in September 2010, are DSSOLFDEOH WR DOO HPSOR\HHV RI 7H[WURQ LQFOXGLQJ WKH SULQFLSDO H[HFXWLYH RI¿FHU WKH SULQFLSDO ¿QDQFLDO RI¿FHU DQG WKH SULQFLSDO DFFRXQWLQJ RI¿FHU 7KH %XVLQHVV &RQGXFW *XLGHOLQHV DUH DOVR DSSOLFDEOH WR GLUHFWRUV ZLWK UHVSHFW WR WKHLU responsibilities as members of the Board of Directors. The Business Conduct Guidelines are posted on Textron’s website, www.textron.com , under “About—Our Commitment—Ethics and Compliance/Business Conduct Guidelines,” and are also DYDLODEOH LQ SULQW XSRQ UHTXHVW WR 7H[WURQ¶V 6HFUHWDU\ :H LQWHQG WR SRVW RQ RXU ZHEVLWH DW WKH DGGUHVV VSHFL¿HG DERYH any amendments to the Business Conduct Guidelines or the grant of a waiver from a provision of the Business Conduct Guidelines requiring disclosure under applicable Securities and Exchange Commission rules within four business days following the date of the amendment or waiver. SHAREHOLDER COMMUNICATIONS TO THE BOARD Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the QRQ PDQDJHPHQW GLUHFWRUV DV D JURXS RU ZLWK DQ\ LQGLYLGXDO GLUHFWRU PD\ GR VR E\ FDOOLQJ WROO IUHH RU ZULWLQJ WR %RDUG RI 'LUHFWRUV DW 7H[WURQ ,QF :HVWPLQVWHU 6WUHHW 3URYLGHQFH 5KRGH ,VODQG RU E\ H PDLO WR textrondirectors@textron.com . The telephone numbers and addresses are also listed on the Textron website. All communications received via the above methods will be sent to the Board of Directors, the Lead Director, WKH QRQ PDQDJHPHQW GLUHFWRUV RU WKH VSHFL¿HG GLUHFWRU COMPENSATION OF DIRECTORS 'XULQJ IRU WKHLU VHUYLFH RQ WKH %RDUG QRQ HPSOR\HH GLUHFWRUV ZHUH SDLG DQ DQQXDO UHWDLQHU RI RI which was required to be deferred and paid in the form of stock units, as discussed below). The annual retainer is prorated for directors who join the Board during the year. Each member of the Audit Committee (including the chair) received an additional retainer of $15,000, and the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee received, respectively, an additional $15,000, $10,000 and $12,500, and the Lead Director an additional $25,000. In addition, Textron reimburses each director for his or her expenses in attending Board or committee meetings.