2019 Proxy Statement

22 TEXTRON 2019 PROXY STATEMENT More 2018 Business Highlights ‡ Textron Aviation’s long time customer NetJets announced its agreement to purchase up to 175 Longitudes as well as an option to purchase up to 150 Hemispheres. NetJets plans to be the launch customer for this clean sheet large cabin aircraft currently under development. ‡ As mentioned above, the U.S. government awarded the Bell Boeing strategic alliance contracts for production and delivery of an additional 6 9 22 aircraft for the U.S. Air Force, Marine Corps, Navy and the government of Japan, along with related supplies and services through 202 . Bell also received a contract for 29 AH 1Z attack helicopters in support of the Marine Corps H 1 upgrade program and a foreign military sales order for 12 AH 1Z attack helicopters for the Royal Bahraini Air Force. ‡ Textron Systems continued to advance its Ship to Shore Connector program, receiving contracts in 201 totalling $ 20 million to procure long lead time materials for the initial production contract which is expected to be awarded in 2019. In addition, following Pre Delivery Inspection and Trials, Textron Systems’ Common Unmanned Surface 9ehicle began Development Testing as the U.S. Navy leads underway operations and testing as part of its Unmanned InÀuence Sweep System program. ‡ .autex, an industry leader in the development and production of all plastic hybrid fuel systems entered into contracts with major OEMs to supply these products for their hybrid vehicles. ‡ Textron Specialized 9ehicles won new business for its TUG, Douglas Equipment and Safeaero products for use at airports around the globe. Practices we employ ‡ Pay for performance²substantial portion of executives’ compensation tied to Company performance against pre established goals set by the Committee ‡ Pay aligned with shareholder interests²over 75 of CEO’s target compensation is in the form of equity based long term incentives ‡ Caps on annual incentive compensation and performance share unit payouts ‡ Double trigger change in control provisions for equity awards and severance arrangements ‡ Clawback policy applies to all annual and long term incentive compensation ‡ Committee annually conducts a pay for performance analysis against a performance peer group utilizing operating metrics used in our annual incentive awards ‡ Committee annually conducts compensation related risk assessment with assistance from an independent compensation consultant ‡ Robust stock ownership requirements Practices we avoid ‡ No payouts on annual incentive compensation or performance share units for below threshold performance ‡ No single trigger vesting of long term incentive awards upon a change in control of the Company ‡ No tax gross ups for of¿cers hired after 200 ‡ No employment contracts guaranteeing ¿xed term employment or bonuses to executives and no individually negotiated termination protection since 200 ‡ No excessive executive perquisites ‡ No hedging or pledging Textron securities ‡ No repricing or exchanging stock options without shareholder approval Executive Compensation Highlights Executive compensation decisions at Textron are made by our Board’s Organization and Compensation Committee (the “Committee”). The Committee strives to keep pace with evolving best practices in executive compensation. The following summarizes key aspects of our executive compensation program: