2019 Proxy Statement

26 TEXTRON 2019 PROXY STATEMENT How did the Committee Make 2018 Target Pay Decisions? Prior to making decisions on compensation, the Committee reviewed the following items: ‡ Compensation data for each NEO ‡ A detailed compensation benchmarking study comparing each NEO’s current target compensation by component to the market median of the talent peer group ‡ An executive retention analysis ‡ Potential share derived wealth and stock ownership information for each NEO Additionally, the CEO provided input to the Committee regarding compensation decisions for NEOs other than himself, including his assessment of each individual’s responsibilities and performance, the complexity of their position against market benchmarks, their experience and future potential. In approving 201 target pay, the Committee considered the CEO’s input and made its own assessment of competitive pay and performance. As a result, the Committee increased the target total pay of each NEO. Because Mr. Donnelly’s target total compensation now slightly surpasses market median, the Committee modestly increased Mr. Donnelly’s base salary by approximately , which resulted in a corresponding increase in his target annual incentive compensation, and his target long term incentive compensation by approximately .5 . Because Mr. Connor’s target total compensation exceeds market median, the Committee increased Mr. Connor’s target long term incentive compensation by 15 percentage points (to 00 of his base salary) in order to increase his target total compensation through long term incentive rather than through increases in base salary or annual incentive compensation. :ith respect to Mr. Lupone and Ms. Duffy, the Committee increased the base salary, with the corresponding increases in target annual and target long term incentive compensation, of Mr. Lupone, by approximately and Ms. Duffy, by approximately 5 . The increases in compensation for Mr. Lupone and Ms. Duffy were determined based on scope of responsibility and years of experience and with consideration toward how their compensation compares against compensation for similar positions at the talent peer group companies. What is the Target Pay and Pay Mix for Our Executives? The following table shows 201 target total pay, along with the target for each component of target total pay, for Textron’s NEOs: Position Base Salary Target Annual Incentive Target Long-Term Incentive Target Total Pay At-Risk Compensation Scott C. Donnelly CEO $1,2 6,000 $1, 5 ,000 (150 of salary) $10, 50,000 ( 7 of salary) $1 , 0,000 Frank T. Connor CFO 1,000,000 50,000 ( 5 of salary) ,000,000 ( 00 of salary) , 50,000 E. Robert Lupone General Counsel 760,000 570,000 (75 of salary) 1, 0,000 (175 of salary) 2,660,000 Julie G. Duffy E9P, HR 500,000 00,000 (60 of salary) 750,000 (150 of salary) 1,550,000 Name