Role of Independent Compensation Consultant 36 Clawback Policy 36 Share Ownership Requirements 36 Compensation Arrangements Relating to Anti-Hedging and Pledging Policy 36 Termination of Employment 37 Tax Considerations 37 Executive Compensation 38 Summary Compensation Table 38 Potential Payments Upon Termination or Change in Control 46 Grants of Plan-Based Awards in Fiscal 2022 40 Pay Ratio 50 Outstanding Equity Awards at 2022 Fiscal Year-End 41 Equity Compensation Plan Information 50 Option Exercises and Stock Vested in Fiscal 2022 42 Pay versus Performance Table 51 Pension Benefits in Fiscal 2022 43 Evaluation of Risk in Compensation Plans 55 Nonqualified Deferred Compensation 45 Transactions with Related Persons 55 Advisory Vote to Approve Textron’s Executive Compensation 57 Advisory Vote on Frequency of Advisory Votes on Executive Compensation 58 Ratification of Appointment of Independent Registered Public Accounting Firm 59 Other Matters to Come Before the Meeting 60 Shareholder Proposals and Other Matters for 2024 Annual Meeting 60 Delivery of Documents to Shareholders Sharing an Address 61 Certain statements in this document are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which may describe strategies, goals, outlook or other non-historical matters, are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our actual results to differ materially from those expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Forward-looking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forwardlooking statements. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2022 Annual Report on Form 10-K. In addition, our environmental, social and governance goals are aspirational and may change. Statements regarding our goals are not guarantees or promises that they will be met. VI TEXTRON 2023 PROXY STATEMENT
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