Executive Compensation 38 Summary Compensation Table 38 Potential Payments Upon Termination or Change in Control 46 Grants of Plan-Based Awards in Fiscal 2023 40 Pay Ratio 50 Outstanding Equity Awards at 2023 Fiscal Year-End 41 Pay versus Performance 51 Option Exercises and Stock Vested in Fiscal 2023 42 Evaluation of Risk in Compensation Plans 55 Pension Benefits in Fiscal 2023 43 Transactions with Related Persons 55 Nonqualified Deferred Compensation 45 Equity Compensation Plan Information 56 Item 2 Approval of the Textron Inc. 2024 Long-Term incentive Plan 57 Item 3 Advisory Vote to Approve Textron’s Executive Compensation 63 Item 4 Ratification of Appointment of Independent Registered Public Accounting Firm 64 Fees to Independent Auditors 64 General information about the Annual Meeting 65 Internet Availability of Proxy Materials 65 Required Vote 65 Voting 65 Costs of Proxy Solicitation 66 Savings Plan Participants 65 Confidential Voting Policy 66 Changing or Revoking a Proxy 65 Attending the Meeting 66 Item 5 Shareholder Proposal Regarding Independent Board Chairman 68 Other Matters to Come Before the Meeting 71 Shareholder Proposals and Other Matters for 2025 Annual Meeting 71 Delivery of Documents to Shareholders Sharing an Address 72 Appendix A: Textron Inc. 2024 Long-Term Incentive Plan A-1 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. Forwardlooking statements speak only as of the date on which they are made, and we undertake no obligation to update or revise any forward-looking statements. Risks and uncertainties that could cause our actual results to differ significantly from management’s expectations are described in our 2023 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 2024 PROXY STATEMENT
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