Textron 2021 Proxy Statement

18 TEXTRON 2021 PROXY STATEMENT Director Compensation Table The following table provides 2020 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 41. Name Fees Earned or Paid in Cash ($) Stock Awards ($) (1) All Other Compensation ($) (2) Total ($) Kathleen M. Bader 140,000 193,333 333,333 R. Kerry Clark 155,000 193,333 15,000 363,333 James T. Conway 140,000 193,333 5,500 338,833 Lawrence K. Fish 3 41,667 48,333 90,000 Paul E. Gagné 175,000 193,333 368,333 Ralph D. Heath 140,000 193,333 333,333 Deborah Lee James 140,000 193,333 15,000 348,333 Lionel L. Nowell III 140,000 193,333 333,333 Lloyd G. Trotter 3 46,667 48,333 7,500 102,500 James L. Ziemer 145,000 193,333 7,500 345,833 Maria T. Zuber 125,000 193,333 318,333 (1) T he amounts in this column represent the sum of (i) $48,333 which is the amount of the director’s annual retainer mandatorily deferred into the stock unit account under the Directors Deferred Income Plan prorated for their service as directors during 2020 prior to the Annual Meeting at which RSUs were first granted; and (ii) for directors who were re-elected at the Annual Meeting, the grant date fair value of the RSUs issued on the date of the Annual Meeting which was $145,000. (2) T he 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. Amounts over $7,500 for an individual director were paid in 2020 to match gifts made in 2019. (3) B oth Mr. Fish and Mr. Trotter retired from the Board effective as of the 2020 Annual Meeting of Shareholders. 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, prior to 2020 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 and, in 2020, we issued RSUs to directors valued at $145,000. 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. 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.