2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 15 interest bearing account which bears interest at a monthly rate that is one twelfth of the greater of and the average for the month of the Moody’s Corporate Bond Yield Index, but in either case, not to exceed a monthly rate equal to 120 of the Applicable Federal Rate as provided under Section 127 (d) of the Internal Revenue Code, or into an account consisting of Textron stock units, which are equivalent in value to Textron common stock. Textron credits dividend equivalents to the stock unit account. Directors were required to defer a minimum of $1 5,000 of their 201 annual retainer into the stock unit account. Textron sponsors a Directors Charitable Award Program that was closed to new participants in 200 . Under the program, Textron contributes up to $1,000,000 to the Textron Charitable Trust on behalf of each participating director upon his or her death, and the Trust donates 50 of that amount in accordance with the director’s recommendation among up to ¿ve charitable organizations. Textron currently maintains life insurance policies on the lives of the participating directors, the proceeds of which may be used to fund these contributions. The premiums on the policies insuring our current directors who participate in this program (Ms. Bader and Messrs. Clark, Fish and Gagné) have been fully paid so there were no expenditures associated with these policies during 201 . The directors do not receive any direct ¿nancial bene¿t from this program as the insurance proceeds and charitable deductions accrue solely to Textron. Non employee directors also are eligible to participate in the Textron Matching Gift Program under which Textron will match contributions of directors and full time employees to eligible charitable organizations at a 1:1 ratio up to a maximum of $7,500 per year. Non employee directors are eligible to receive awards granted under the Textron Inc. 2015 Long Term Incentive Plan. Other than a one time grant of restricted stock received upon joining the Board, they currently do not receive any such awards. This grant of restricted stock, in the amount of 2,000 shares, does not vest until the director has completed at least ¿ve years of Board service and all successive terms of Board service to which he or she is nominated and elected or in the event of death or disability or a change in control of Textron. None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board or its committees. Director Compensation Table The following table provides 201 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 6. Fees Earned or Stock All Other Name Paid in Cash ($) Awards ($) (1) Compensation ($) (2) Total ($) .athleen M. Bader 1 9,560 1 5,000 7,500 292,060 R. .erry Clark 155,000 1 5,000 7,500 297,500 James T. Conway 1 0,000 1 5,000 ,500 2 ,500 Ivor J. Evans ( ) 6,0 0 51,607 7,500 95,1 7 Lawrence .. Fish 125,000 1 5,000 ,750 26 ,750 Paul E. Gagné 160, 9 1 5,000 295, 9 Ralph D. Heath 1 0,000 1 5,000 275,000 Deborah Lee James 1 0,000 1 5,000 7,500 2 2,500 Lloyd G. Trotter 1 , 2 1 5,000 7,500 2 5, 2 James L. Ziemer 1 1,657 1 5,000 276,657 Maria T. Zuber 125,000 1 5,000 260,000 (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. (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. Amounts for Mr. Conway and Mr. Fish include contributions paid by Textron in 201 to match contributions made by these directors in 2017. ( ) Mr. Evans retired from the Board effective as of the 201 Annual Meeting of Shareholders.