Textron 2020 Proxy Statement

16 TEXTRON 2020 PROXY STATEMENT Director Compensation Table The following table provides 2019 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 38. Fees Earned or Stock All Other Name Paid in Cash ($) Awards ($) (1) Compensation ($) (2) Total ($) Kathleen M. Bader 140,000 135,000 275,000 R. Kerry Clark 155,000 135,000 7,500 297,500 James T. Conway 140,000 135,000 275,000 Lawrence K. Fish 125,000 135,000 260,000 Paul E. Gagné 170,000 135,000 305,000 Ralph D. Heath 140,000 135,000 5,000 280,000 Deborah Lee James 140,000 135,000 275,000 Lloyd G. Trotter 140,000 135,000 7,500 282,500 James L. Ziemer 145,000 135,000 280,000 Maria T. Zuber 125,000 135,000 260,000 (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. DIRECTOR STOCK OWNERSHIP REQUIREMENTS In order to align the financial interests of our directors with the interests of our shareholders, we require that our directors maintain a specified level of stock ownership equal to eight times the portion of their annual retainer payable in cash. Toward this end, in 2019 we required all non-employee directors to defer a minimum of $135,000 of their annual retainer into the stock unit account of the Directors Deferred Income Plan. All directors currently meet the stock ownership requirement, which allows them to achieve the required level of ownership over time in the case of directors who have more recently joined the Board. We also have a stock retention policy restricting non-employee directors from transferring the Restricted Shares or the stock units credited under the Directors’ Deferred Income Plan while they serve on the Board. As described above, RSUs will be issued to directors beginning in 2020 for the equity portion of their annual retainer. To the extent that directors do not defer settlement of their RSUs, they may not sell shares of common stock received upon vesting of RSUs unless the stock ownership requirement has been met. ANTI-HEDGING AND PLEDGING POLICY Our directors are prohibited from (i) pledging Textron securities as collateral for any loan or holding Textron securities in a margin account or (ii) engaging in short sales of Textron securities or transactions in publicly-traded options or derivative securities based on Textron’s securities.