Textron 2021 Proxy Statement

TEXTRON 2021 PROXY STATEMENT 43 GRANTS OF PLAN-BASED AWARDS IN FISCAL 2020 The following table sets forth information on plan-based compensation awards granted to the NEOs during Textron’s 2020 fiscal year. Annual equity awards were approved on January 28, 2020 for grant on March 1, 2020. All Other Stock Awards: Number of Shares of Stock or Stock Units (#) (3) All Other Option Awards: Number of Securities Underlying Options (#) (4) Exercise or Base Price of Option Awards ($/sh) (5) Grant Date Fair Value of Stock and Option Awards (6) Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1) Estimated Future Payouts Under Equity Incentive Plan Awards (2) Name Grant Date Grant Type Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Scott C. Donnelly Annual IC 1,854,000 3,708,000 3/1/2020 PSUs 30,549 122,195 244,390 4,961,117 3/1/2020 RSUs 61,097 2,480,538 3/1/2020 Stock Options 233,913 40.60 2,493,513 3/1/2020 PSUs (7) 3,080,921 Frank T. Connor Annual IC 1,000,000 2,000,000 3/1/2020 PSUs 9,008 36,031 72,062 1,462,859 3/1/2020 RSUs 18,015 731,409 3/1/2020 Stock Options 68,972 40.60 735,242 3/1/2020 PSUs (7) 901,553 E. Robert Lupone Annual IC 600,000 1,200,000 3/1/2020 PSUs 3,880 15,521 31,042 630,153 3/1/2020 RSUs 7,760 315,056 3/1/2020 Stock Options 29,711 40.60 316,719 3/1/2020 PSUs (7) 393,373 Julie G. Duffy Annual IC 450,000 900,000 3/1/2020 PSUs 2,910 11,640 23,280 472,584 3/1/2020 RSUs 5,820 236,292 3/1/2020 Stock Options 22,283 40.60 237,537 3/1/2020 PSUs (7) 248,597 (1) These amounts refer to awards of annual incentive compensation made under our Short-Term Incentive Plan. The performance metrics and methodology for calculating payments are described in the CD&A. (2) These amounts refer to the number of PSUs granted under the Textron Inc. 2015 Long-Term Incentive Plan. PSUs are performance share units which are earned based upon performance against pre-established metrics over a three-year performance period. PSUs are payable in cash based upon the Company’s stock price at the end of the three-year performance cycle. The performance metrics are described in the CD&A. Grants of PSUs in 2020 vest at the end of fiscal 2022. The “target” amount to be paid in 2023 assumes 100% of PSUs granted are earned. The “maximum” that can be paid per the plan design is 200% of the PSUs granted, as described in the CD&A. (3) These amounts represent the number of RSUs granted in 2020 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. RSUs earn dividend equivalents until vested and vest in full on the third anniversary of the grant date. (4) These amounts represent the number of stock options granted in 2020 pursuant to the Textron Inc. 2015 Long-Term Incentive Plan. All annual grants of stock options vest ratably over three years, beginning on March 1, 2021, and annually thereafter. (5) Reflects the exercise price for the stock options granted on March 1, 2020 which is equal to the closing price on the grant date. (6) Represents the grant date fair value of each equity award listed in the table as determined in accordance with generally accepted accounting principles. With respect to PSUs granted in 2020, the amounts in this column represent the full value of the award since the grant is subject to a three-year performance period (2020 – 2022). (7) Represents grant date fair value of the 2020 portion of the 2018–2020 and 2019–2021 PSU awards.