2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 13 See the Compensation Discussion and Analysis (CD&A), beginning on page 21 for more information on the Organization and Compensation Committee’s processes and the role of management and consultants in determining the form and amount of executive compensation. The Board of Directors has determined that each member of the committee is independent as de¿ned under the New York Stock Exchange listing standards applicable to compensation committee members. EXECUTIVE COMMITTEE Textron’s Board also maintains an Executive Committee which has the power, between meetings of the Board of Directors, to exercise all of the powers of the full Board, except as speci¿cally limited by Textron’s By Laws and Delaware law. Currently, Mr. Donnelly, Mr. Clark, Mr. Conway, Mr. Gagné and Mr. Ziemer comprise the Executive Committee, which did not meet during 201 . RISK OVERSIGHT The Board oversees the Company’s enterprise risk management process. Management reviews the process, including identi¿cation of key risks and steps taken to address them, with the full Board on a periodic basis. These reviews occur at an annual dedicated risk management session and as part of the Board’s annual review of the Company’s strategy. Although the full Board is responsible for this oversight function, the Organization and Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee assist the Board in discharging its oversight duties. 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 Committee considers risks related to the subject matters for which it is responsible as identi¿ed in its charter, including 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. ORGANIZATION AND COMPENSATION COMMITTEE James L. Ziemer (Chair) Lawrence .. Fish Paul E. Gagné Ralph D. Heath Lloyd G. Trotter Maria T. Zuber Primary Responsibilities: ‡ Approves compensation arrangements, including merit salary increases and any annual and long term incentive compensation, with respect to the Chief Executive Of¿cer and other executive of¿cers of the Company ‡ Oversees and, where appropriate, approves compensation arrangements applicable to other corporate of¿cers ‡ Amends any executive compensation plan or nonquali¿ed deferred compensation plan of the Company and its subsidiaries to the same extent that the plan may be amended by the Board ‡ Administers the executive compensation plans and nonquali¿ed deferred compensation plans of the Company and its subsidiaries ‡ Approves the Chief Executive Of¿cer’s and other executive of¿cers’ responsibilities and performance against pre established performance goals ‡ Plans for the succession of the Company’s management Meetings in 2018: 5