2019 Proxy Statement

EXECUTIVE COMPENSATION The following Summary Compensation Table sets forth information concerning compensation of our principal executive of¿cer, principal ¿nancial of¿cer and each other individual who was serving as an executive of¿cer at the end of Textron’s 201 ¿scal year (each, an “NEO” and collectively, the “NEOs”). SUMMARY COMPENSATION TABLE Change in Pension Value and NonqualiÀed Non-Equity Deferred Stock Option Incentive Plan Compensation All Other Salary Awards Awards Compensation Earnings Compensation Name and Principal Position Year ($) (1) ($) (2) ($) (3) ($) (4) ($) (5) ($) (6) Total ($) Scott C. Donnelly 201 1,229,077 6,900, 6 ,06 ,171 2,22 ,000 12,297 115,9 6 1 ,9 ,917 Chairman, President and 2017 1,191,15 6,65 ,69 ,0 0,7 2 2,160,000 1,676,7 112,957 1 , 25, 0 Chief Executive Of¿cer 2016 1,1 6,500 6,056,207 2, 6 ,511 1,619,000 1, 02,717 ,2 6 12,672,171 Frank T. Connor 201 1,000,000 1,991,619 9, 1 1,019,000 2 0,970 2,5 1 5,21 , Executive 9ice President and 2017 990, 5 1,907,576 6 ,756 1,020,000 596, 15 ,292 5, 66, 2 Chief Financial Of¿cer 2016 9 0, 5 1,7 , 6 709, 57 09,000 56,1 5 6 ,296 ,72 ,559 E. Robert Lupone 201 75 ,2 1 7,659 9 ,262 6 ,000 0 9 ,161 2, 1 , 1 Executive 9ice President, 2017 72 ,2 1 60,777 7,17 657,000 0 6,221 2,715, 02 General Counsel and Secretary 2016 695,192 79 , 21,170 526,000 0 6,127 2, 26,9 7 Julie G. Duffy 201 95,192 9 ,161 222, 17 60,000 1 9,519 0,260 1,651, 9 Executive 9ice President, 2017 0 ,216 191,7 1 6, 2,000 7, 25 25,561 1, 96,2 1 Human Resources (1) Base salary increases, if any, are implemented in the ¿rst pay period in March of each year therefore, amounts shown in this column may not exactly match the base salaries disclosed in the CD&A. (2) The numbers shown in this column represent the grant date fair values of equity awards granted during the ¿scal year, whether settled in stock or cash. The amounts for 201 include PSUs (granted in 2016, 2017 and 201 for all NEOs) and RSUs (granted in 201 ), which are described in the CD&A. The grant date fair values have been determined based on the closing share price on the date of grant. For PSUs, because performance criteria are established on an annual basis, the amounts shown are for the ¿rst year of the three year performance cycle beginning in 201 , plus the second year of the three year performance cycle beginning in 2017, plus the third year of the three year performance cycle beginning in 2016. The grant date fair value of each equity based award for 201 is detailed below. Mr. Donnelly Mr. Connor Mr. Lupone Ms. Duffy Performance Share Units $ , 0 ,9 $1,09 , 2 $ 9,9 $169, 79 Restricted Stock Units ,095, 9 97,1 7 97,721 22 ,2 2 Total $6,900,386 $1,991,619 $887,659 $394,161 The PSU values above represent target performance. Assuming maximum performance is achieved, then the grant date fair value of the PSUs would be: Mr. Donnelly $5,707, 2, Mr. Connor $1,6 1,6 , Mr. Lupone $7 ,907 and Ms. Duffy $25 , 1 . ( ) The amounts that appear in this column represent the grant date fair value of stock options granted during the ¿scal year. The grant date fair values have been determined based on the assumptions and methodologies set forth in Note 1 Share Based Compensation in Textron’s Annual Report on Form 10 . for the ¿scal year ended December 29, 201 . The number of shares underlying the stock options granted to each NEO during 201 is detailed in the Grants of Plan Based Awards in Fiscal 201 table on page . ( ) The amounts in this column reÀect annual incentive compensation earned under Textron’s annual incentive compensation program. (5) The amounts in this column are attributable to the change in actuarial present value from December 0, 2017 to December 29, 201 of accumulated pension bene¿ts under all de¿ned bene¿t plans in which the NEOs participate. For Ms. Duffy, this column also includes $905 in above market non quali¿ed deferred compensation earnings that were posted to her interest bearing account under the Deferred Income Plan for Textron Executives. Earnings are considered “above market” if they were higher than 120 of the long term applicable federal rate with compounding. Award 36 TEXTRON 2019 PROXY STATEMENT