PAY RATIO We are required by the Dodd-Frank Wall Street Reform and Consumer Protection Act and Securities and Exchange Commission (“SEC”) rules to provide the ratio of the annual total compensation of Mr. Donnelly, our Chief Executive Officer, to that of an employee whose annual compensation is at the median of all our employees. Textron and its consolidated subsidiaries together have approximately 34,000 employees located throughout the world, with approximately 78% in the U.S., 10% in Europe, 6% in Canada and Mexico combined, 5% in Asia and 1% elsewhere. To identify the employee with compensation at the median of all employees for our 2020 fiscal year, we used “annual rate”, as reflected in our enterprise-wide human resources information system, as of October 1, 2020, for all of our employees, including part time, temporary and seasonal employees. The annual rate for salaried employees reflects base salary paid on an annual basis. For hourly employees, the annual rate is arrived at using their hourly rate and standard work hours. We did not make any cost-of-living adjustments despite the large variety of labor markets in which our employees work, nor did we make any adjustments to account for the variety of compensation arrangements used to pay employees in varying roles (e.g., we did not include overtime, commissions, bonuses or other types of non-fixed compensation). Using this methodology for 2020, we determined that the “median employee” was a full-time, hourly employee located in the U.S. As permitted by SEC rules, we utilized the same median employee for 2022 because we believe there was no material change to our employee population or employee compensation arrangements during 2022 that would significantly impact our pay ratio disclosure. Total compensation for the median employee in the 2022 fiscal year was in the amount of $101,172. “Annual total compensation” of the median employee includes regular and overtime earnings, an annual bonus payment, Company contributions to a 401(k) plan on behalf of the employee, and the Company-paid portion of health and welfare benefits. “Annual total compensation” for Mr. Donnelly for the 2022 fiscal year was $15,390,227 which is a $22,948 increase over the amount reflected in the “Total” column in the Summary Compensation Table on page 38. The increase reflects the inclusion of Mr. Donnelly’s health and welfare benefits which are excluded from the Summary Compensation Table amounts under SEC rules. Based upon this information, for 2022 the ratio of the annual total compensation of Mr. Donnelly to the annual total compensation of the median employee was 152 to 1. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth certain information, as of the end of Textron’s 2022 fiscal year, for all Textron compensation plans previously approved by shareholders. There are no compensation plans not previously approved by shareholders. Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by shareholders 8,835,404(1) 50.25(2) 6,221,880(3) Equity compensation plans not approved by shareholders N/A N/A N/A Total 8,835,404 50.25 6,221,880 (1)Includes 525,092 unvested shares that may be issued under previously granted RSUs. (2)This value reflects the weighted average exercise price of outstanding stock options only. (3)Consists of shares remaining available for issuance under the Textron Inc. 2015 Long-Term Incentive Plan that may be issued pursuant to stock options, stock appreciation rights, performance stock, restricted stock, RSUs and other awards, provided that no more than 3,247,678 shares may be issued pursuant to awards other than stock options and stock appreciation rights. 50 TEXTRON 2023 PROXY STATEMENT
RkJQdWJsaXNoZXIy MjQ2MDYz