Textron 2021 Proxy Statement

Executive Summary Overview and Objectives of Executive Compensation Program Target Pay 2020 Incentive Compensation Programs 2020 Payouts and Performance Analysis Risks Related to Compensation Other Compensation Programs Role of Independent Compensation Consultant Share Ownership Requirements Anti-Hedging and Pledging Policy Clawback Policy Compensation Arrangements Relating to Termination of Employment Tax Considerations TEXTRON 2021 PROXY STATEMENT 23 27 28 31 33 38 38 38 38 38 39 39 40 Governance Highlights Director Independence Leadership Structure Meeting Attendance Other Directorships Board Committees Executive Committee Risk Oversight Corporate Governance Guidelines and Policies Code of Ethics Board Oversight of Environmental, Social and Governance Matters Corporate Responsibility and Sustainability Shareholder Communications to the Board Director Nominations Compensation of Directors Director Stock Ownership Requirements Anti-Hedging and Pledging Policy 10 11 11 12 12 12 14 14 15 15 15 15 16 16 17 18 18 Board Membership Qualifications Nominees for Director General Shareholders Who May Vote Internet Availability of Proxy Materials Voting Savings Plan Participants Changing or Revoking a Proxy Required Vote Costs of Proxy Solicitation Confidential Voting Policy Attending the Meeting 4 4 1 1 1 1 1 2 2 2 2 2 TABLE OF CONTENTS Information About the Annual Meeting Compensation Discussion and Analysis Election of Directors Corporate Governance Security Ownership Audit Committee Report Compensation Committee Report 1 23 4 10 19 21 22