2018 Proxy Statement

15 TEXTRON 2018 PROXY STATEMENT Director Compensation Table The following table provides 2017 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 ($)(2) Total ($) .DWKOHHQ 0 %DGHU 5 .HUU\ &ODUN James T. Conway 130,000 120,000 5,000 255,000 Ivor J. Evans 130,000 120,000 250,000 /DZUHQFH . )LVK Paul E. Gagné 130,000 120,000 250,000 Dain M. Hancock (3) 33,571 46,785 80,356 Ralph D. Heath (4) 130,000 218,500 348,500 Deborah Lee James (4) 65,000 155,460 220,460 /RUG 3RZHOO RI %D\VZDWHU .&0* Lloyd G. Trotter 135,535 120,000 255,535 James L. Ziemer 130,000 120,000 250,000 Maria T. Zuber 115,000 120,000 235,000 (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. In addition, for Mr. Heath and Ms. James who both joined the Board in 2017, the amounts include the grant date fair value of 2,000 restricted shares which they each received upon joining the Board. (2) The 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. These amounts were paid by Textron in 2017 to match contributions made in 2016. (3) Both Mr. Hancock and Lord Powell retired from the Board effective as of the 2017 Annual Meeting of Shareholders. (4) Mr. Heath joined the Board effective January 1, 2017, and Ms. James joined the Board effective July 1, 2017. DIRECTOR STOCK OWNERSHIP REQUIREMENTS ,Q RUGHU WR DOLJQ WKH ¿QDQFLDO LQWHUHVWV RI RXU GLUHFWRUV ZLWK WKH LQWHUHVWV RI RXU VKDUHKROGHUV ZH UHTXLUH WKDW RXU GLUHFWRUV PDLQWDLQ D VSHFL¿HG OHYHO RI VWRFN RZQHUVKLS HTXDO WR HLJKW WLPHV WKH SRUWLRQ RI WKHLU DQQXDO UHWDLQHU SD\DEOH LQ FDVK WRZDUG WKLV HQG ZH UHTXLUH DOO QRQ HPSOR\HH GLUHFWRUV WR GHIHU D PLQLPXP RI RI WKHLU DQQXDO UHWDLQHU LQWR WKH stock unit account of the Directors Deferred Income Plan. As described above, the amount required to be deferred into the stock unit account has been increased to $135,000 for 2018. 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 MRLQHG WKH %RDUG :H DOVR KDYH D VWRFN UHWHQWLRQ SROLF\ UHVWULFWLQJ QRQ HPSOR\HH GLUHFWRUV IURP WUDQVIHUULQJ VWRFN XQLWV 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 PDUJLQ DFFRXQW RU LL HQJDJLQJ LQ VKRUW VDOHV RI 7H[WURQ VHFXULWLHV RU WUDQVDFWLRQV LQ SXEOLFO\ WUDGHG RSWLRQV RU GHULYDWLYH securities based on Textron’s securities.