TEXTRON 2026 PROXY STATEMENT / iii Table of Contents TABLE OF CONTENTS TEXTRON INC. 2026 ANNUAL MEETING OF SHAREHOLDERS 1 Attending the Meeting 1 Shareholders Who May Vote 1 Voting Recommendation 1 ITEM 1 ELECTION OF DIRECTORS 2 Board Membership Qualifications 2 Nominees for Director 2 CORPORATE GOVERNANCE 10 Governance Highlights 10 Director Independence 11 Leadership Structure 11 Board and Committee Evaluations 12 Meeting Attendance 12 Other Directorships 12 Board Committees 13 Executive Committee 15 Risk Oversight 15 Committee and Board Oversight of Environmental, Social and Governance Matters 15 Corporate Responsibility and Sustainability 16 Shareholder Outreach 17 Shareholder Communications to the Board 17 Director Nominations 17 Compensation of Directors 17 Director Stock Ownership Requirements 18 Director Anti-Hedging and Pledging Policy 18 Corporate Governance Guidelines and Policies 19 Code of Ethics 19 Insider Trading Policies and Procedures 19 SECURITY OWNERSHIP 20 Delinquent Section 16(a) Reports 21 AUDIT COMMITTEE REPORT 22 ITEM 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 23 Fees to Independent Auditors 23 COMPENSATION COMMITTEE REPORT 24 COMPENSATION DISCUSSION AND ANALYSIS 25 Executive Summary 25 Overview and Objectives of Executive Compensation Program 29 Target Direct Compensation 29 2025 Incentive Compensation Targets, Payouts and Performance Analysis 33 2025 Say-on-Pay Advisory Vote on Executive Compensation 37 Risks Related to Compensation 37 Other Compensation Programs 37 Role of Independent Compensation Consultant 37 Share Ownership Requirements 38 Anti-Hedging and Pledging Policy 38 Clawback Policy 38 Compensation Arrangements Relating to Termination of Employment 38 Tax Considerations 39 TEXTRON 2026 PROXY STATEMENT
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