TEXTRON 2022 PROXY STATEMENT 35 Restricted Stock Units and Stock Options In addition to PSUs, the Company’s long-term incentive compensation program consists of RSUs and stock options. The ultimate value of these awards to the executives, upon the vesting of RSUs or the exercise of stock options, is directly based upon Textron’s stock price at the time of vesting or exercise. For the value realized by the executives upon the vesting or exercise of these awards, see Option Exercises and Stock Vested in Fiscal 2021 on page 43. 2021 Say-on-Pay Advisory Vote on Executive Compensation and 2021 Shareholder Outreach Executive compensation decisions at Textron are made by the Committee. One of the guiding objectives of Textron’s compensation program, as established by the Committee, is to align executive compensation with shareholder value creation. Therefore, the Board and the Committee carefully consider the full range of shareholder feedback and vote outcomes from our Annual Meeting each year. At our 2021 Annual Meeting, approximately 70% of our shareholders approved our advisory say-on-pay vote on 2020 executive compensation, an improvement over the previous year, but not at a level satisfactory to the Committee. Prior to the 2021 Annual Meeting and as part of our shareholder outreach in Fall of 2021, we made significant efforts to engage with our institutional shareholders to hear their views on our compensation program, as well as to discuss environmental, social and governance (“ESG”) matters. Our outreach team included the Chair of the Committee (who participated in over 70% of our engagement calls), our General Counsel, our Executive Vice President, Human Resources, our Vice President of Investor Relations, our Executive Director, Environmental, Health & Safety and Sustainability, our Senior Executive Counsel and our Director of Sustainability. During 2021, we reached out to most of our 100 largest institutional shareholders representing approximately 80% of our outstanding shares to offer an engagement call with our team, and representatives of institutional shareholders representing approximately 45% of our institutional ownership and 37% of our outstanding shares, participated in engagement calls with us. Scope of 2021 Shareholder Engagement We reached out to shareholders representing approximately 80% of shares outstanding We engaged with shareholders representing approximately 37% of shares outstanding We received valuable feedback on our executive compensation program during our engagement calls, all of which was communicated to the Committee and to our full Board on a regular basis throughout the process. The following chart summarizes the feedback from shareholders who voted against our say-on-pay proposal and management and the Committee’s perspective on the feedback:
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