2019 Proxy Statement

TEXTRON 2019 PROXY STATEMENT 21 23 24 27 28 33 33 33 33 34 34 34 35 Governance Highlights Director Independence Leadership Structure Meeting Attendance Other Directorships Board Committees Executive Committee Risk Oversight Corporate Governance Guidelines and Policies Code of Ethics Shareholder Communications to the Board Director Nominations Compensation of Directors Director Stock Ownership Requirements Anti Hedging and Pledging Policy Section 16(a) Bene¿cial Ownership Reporting Compliance 9 10 10 11 11 11 13 13 14 14 14 14 14 16 16 18 Board Membership 4uali¿cations Nominees for Director General Shareholders :ho May 9ote Internet Availability of Proxy Materials 9oting Savings Plan Participants Changing or Revoking a Proxy Required 9ote Costs of Proxy Solicitation Con¿dential 9oting Policy Attending the Meeting Executive Summary Overview and Objectives of Executive Compensation Program Target Pay Incentive Compensation Performance Analysis Risks Related to Compensation Other Compensation Programs Role of Independent Compensation Consultant Stock Ownership Requirements Anti Hedging and Pledging Policy Clawback Policy Compensation Arrangements Relating to Termination of Employment Tax Considerations 3 3 1 1 1 1 1 2 2 2 2 2 TABLE OF CONTENTS Information About the Annual Meeting Compensation Discussion and Analysis Election of Directors Corporate Governance Security Ownership Audit Committee Report Compensation Committee Report 1 21 3 9 17 19 20