TEXTRON 2025 PROXY STATEMENT 55 EVALUATION OF RISK IN COMPENSATION PLANS In addition to the Company’s incentive compensation arrangements applicable to senior executives throughout the enterprise, the Company’s business units maintain incentive compensation plans and programs in which business unit employees below the senior executive level participate (such as sales incentive plans and incentive programs linked to safety and customer service, etc.). Textron’s management reviews these business unit incentive compensation plans and programs as they relate to risk management practices and risk-taking incentives. TIMING OF OPTION AWARDS It is Textron’s practice to grant most equity awards on a pre-determined schedule. The grant date for annual stock options, as well as other awards, has been established as March 1 of each year for all employees. In January of each fiscal year, the Organization and Compensation Committee approves the value of stock options and other equity incentive awards to be granted to our NEOs on the March 1 grant date. The Committee has delegated to the Chief Executive Officer the authority to make awards to employees who are not NEOs. In addition to the annual grants, stock options may be granted at other times during the year to new hires, employees receiving promotions, and in other special circumstances. No off-cycle stock options have been granted to NEOs in fiscal year 2024, and it is Textron’s practice not to make any off-cycle equity grants to current NEOs. The Chief Executive Officer has delegated to our Chief Human Resources Officer the authority to make off-cycle grants to other employees within certain guidelines. We do not grant stock options in anticipation of the release of material, nonpublic information or time the release of material, nonpublic information based on stock option grant dates, vesting events, or sale events. The exercise price of a newly granted option is the closing price of Textron’s common stock on the NYSE on the date of grant. If the grant date falls on a non-trading day, the exercise price is the closing price of our common stock on the NYSE on the last trading day preceding the date of grant. EQUITY COMPENSATION PLAN INFORMATION The following table sets forth certain information, as of the end of Textron’s 2024 fiscal year, for all Textron compensation plans previously approved by shareholders. At the April 2024 Annual Shareholders’ Meeting our shareholders approved the Textron Inc. 2024 Long-term Incentive Plan which replaced the Company’s 2015 Long-Term Incentive Plan under which awards may no longer be made. 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 6,978,436(1) 61.70(2) 9,897,702(3) Equity compensation plans not approved by shareholders N/A N/A N/A Total 6,978,436 61.70 9,897,702 (1) Includes 330,069 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. 2024 Long-Term Incentive Plan (“2024 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 3,111,196 shares may be issued pursuant to awards other than stock options and stock appreciation rights.
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