Textron 2021 Proxy Statement

TEXTRON 2021 PROXY STATEMENT 41 EXECUTIVE COMPENSATION The following Summary Compensation Table sets forth information concerning compensation of our principal executive officer, principal financial officer and each other individual who was serving as an executive officer at the end of Textron’s 2020 fiscal year (each, an “NEO” and collectively, the “NEOs”). SUMMARY COMPENSATION TABLE Name and Principal Position Year Salary ($) (1) Stock Awards ($) (2) Option Awards ($) (3) Non-Equity Incentive Plan Compensation ($) (4) Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (5) All Other Compensation ($) (6) Total ($) Scott C. Donnelly 2020 1,093,385 10,522,576* 2,493,513 744,000 2,838,193 79,114 17,770,781 Chairman, President and 2019 1,236,000 8,247,424 3,544,166 1,737,000 4,056,094 100,914 18,921,598 Chief Executive Officer 2018 1,229,077 6,900,386 3,068,171 2,223,000 412,297 115,986 13,948,917 Frank T. Connor 2020 942,308 3,095,821* 735,242 652,000 1,020,675 70,671 6,516,717 Executive Vice President and 2019 1,000,000 2,411,829 1,045,038 937,000 1,208,027 81,711 6,683,605 Chief Financial Officer 2018 1,000,000 1,991,619 889,314 1,019,000 230,970 82,531 5,213,434 E. Robert Lupone 2020 769,231 1,338,582* 316,719 391,000 0 91,711 2,907,243 Executive Vice President, 2019 792,308 1,050,566 450,164 562,000 0 98,628 2,953,666 General Counsel and Secretary 2018 754,231 887,659 394,262 683,000 0 94,161 2,813,313 Julie G. Duffy 2020 567,308 957,473* 237,537 293,000 1,104,983 34,065 3,194,366 Executive Vice President, 2019 540,385 621,510 309,491 387,000 929,448 32,619 2,820,453 Human Resources 2018 495,192 394,161 222,317 360,000 149,519 30,260 1,651,449 (1) Base salary increases, if any, are implemented in the first 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 fiscal year, whether settled in stock or cash. The amounts for 2020 include PSUs and RSUs granted in 2020 which are described in the CD&A, plus amounts attributable to 2019 and 2018 PSU awards as set forth in the table below. The grant date fair values have been determined based on the closing share price on the date of grant. The PSU values included in the Stock Awards column above represent target performance. Assuming maximum performance is achieved, then the grant date fair value of the PSUs would be: Mr. Donnelly $14,543,615, Mr. Connor $4,278,047, Mr. Lupone $1,850,365 and Ms. Duffy $1,318,064. * Explanatory Note for Stock Awards: Target long-term incentive compensation awards (Stock Awards and Option Awards) for 2020 were maintained at 2019 levels for our CEO and all other NEOs, except that Ms. Duffy’s target was increased consistent with the competitive range of the talent peer group companies. The year-over-year increase in amounts reported in the Stock Awards column for 2020 arises from the following factors: • part of the value of PSUs awarded in 2019 and 2018 is reported as 2020 compensation under applicable SEC rules (and correspondingly was not reported as compensation in 2019 and 2018), as shown in the table below; • the full grant date value of PSUs awarded in 2020 is reported as 2020 compensation, and • beginning in 2020, Stock Awards constitute 75% of target long-term incentive compensation for our NEOs vs. 70% in prior years. Under SEC rules, because the performance goals of PSUs granted prior to 2020 were set each year of the three-year performance period, the value attributable to one-third of the PSUs is required to be reported in the Stock Awards column in the year of grant and in each of the following two years. For PSUs awarded in 2020, the full grant date value is reported as 2020 compensation because, as discussed in the Compensation Discussion and Analysis, the Organization and Compensation Committee restructured the PSU program so that the payout is based on performance against pre-established, three-year financial goals. The table below details the amounts of Stock Awards reported above for 2020. Award Mr. Donnelly Mr. Connor Mr. Lupone Ms. Duffy Performance Share Units (Granted in 2020) $ 4,961,117 $1,462,859 $ 630,153 $472,584 Restricted Stock Units (Granted in 2020) 2,480,538 731,409 315,056 236,292 Total 2020 Stock Awards Granted in 2020 $ 7,441,655 $2,194,268 $ 945,209 $708,876 Performance Share Units (Granted in 2019/2018) 3,080,921 901,553 393,373 248,597 Total Stock Awards Reported for 2020 $10,522,576 $3,095,821 $1,338,582 $957,473