TEXTRON INC, DEF 14A filed on 3/4/2025
Proxy Statement (definitive)
v3.25.0.1
Cover
 12 Months Ended
Dec. 31, 2024
Cover [Abstract]  
Document Type DEF 14A
Entity Registrant Name TEXTRON INC.
Entity Central Index Key 0000217346
Amendment Flag false
v3.25.0.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Pay vs Performance Disclosure [Table]          
Disclosure - Pay vs Performance Disclosure
            Value of Initial Fixed $100 Investment
based on:(2)		    
    Summary
Compensation
Table Total for
PEO ($)		 Compensation
Actually Paid
to PEO ($)(1)		 Average
Summary
Compensation
Table Total
for Non-PEO
NEOs ($)		 Average
Compensation
Actually Paid
to Non-PEO
NEOs ($)(1)		 Company
Total
Shareholder
Return
(TSR)
($)		 Peer Group
TSR
S&P 500
A&D Index
TSR ($)		 Peer Group
TSR
S&P 500
Industrials
Index
TSR ($)		 Net
Income
($) (in
millions)		 Manufacturing
Cash
Flow
before
Pension
Contributions(3)
                     
2024   19,643,978 15,770,450 4,526,389 3,798,259 174.3 138.2 178.4 824      695
2023   20,391,762 27,994,633 4,921,857 6,004,863 181.4 119.1 150.2 921      931
2022   15,367,279 18,736,482 3,881,920 4,533,894 159.5 111.5 127.2 861   1,188
2021   18,576,014 45,821,710 4,819,441 9,366,481 173.7 95.0 134.5 746 1,149
2020   17,770,781 15,822,859 4,206,109 3,770,432 108.6 83.9 111.1 309      596
        
PEO Total Compensation Amount $ 19,643,978 $ 20,391 $ 15,367,279 $ 18,576,014 $ 17,770,781
PEO Actually Paid Compensation Amount [1] 15,770,450 27,994,633 18,736,482 45,821,710 15,822,859
Non-PEO NEO Average Total Compensation Amount 4,526,389 4,921,857 3,881,920 4,819,441 4,206,109
Non-PEO NEO Average Compensation Actually Paid Amount [1] $ 3,798,259 6,004,863 4,533,894 9,366,481 3,770,432
Compensation Actually Paid vs. Total Shareholder Return

CAP versus TSR

 

As shown in the chart below, the calculated CAP for both the PEO and the Non-PEO NEOs is correlated with the Company’s TSR for each of the years set forth in the table above. This is due primarily to the Company’s use of equity incentive awards in the long-term incentive compensation plan, which results in the alignment of the value of our executives’ outstanding and unvested awards with shareholders’ interests. As described in detail in the Compensation Discussion and Analysis beginning on page 22, awards issued under our long-term incentive compensation program are directly linked to stock price and represent a substantial portion of our NEOs’ compensation which serves to align our executives’ interests with our shareholders’ interests.

Textron’s common stock price increased 59.7%, from $48.33 at the end of the 2020 fiscal year to $77.20 at the end of the 2021 fiscal year, resulting in a substantially greater fair value of outstanding and unvested equity awards and a substantial increase in year-over-year CAP. From the end of the 2021 fiscal year to the end of the 2022 fiscal year, Textron’s common stock price decreased 8.3% from $77.20 to $70.80 which is reflected in the lower CAP for 2022. Textron’s common stock price then increased 13.6%, from $70.80 at the end of 2022 to $80.42 at the end of fiscal year 2023, resulting again in an increase in year- over-year CAP for 2023. Textron’s common stock price decreased 4.0% from $80.42 to $77.21 from the end of fiscal year 2023 to the end of fiscal year 2024, which is reflected in the lower CAP for 2024. The impact of equity incentive compensation is greater for the PEO’s CAP calculation because the portion of his compensation that is delivered in the form of equity incentives is greater than that portion for the Non-PEO NEOs.

 

 

        
Compensation Actually Paid vs. Net Income

CAP versus Net income

 

As shown in the chart below, the Company’s net income increased significantly from 2020 to 2021 and also increased in both periods from 2021 to 2022 and 2022 to 2023. The company’s net income decreased in the period from 2023 to 2024. This measure is somewhat aligned with the calculated CAP for both the PEO and the Non-PEO NEOs, although, the correlation related to Net Income impact is overshadowed by the impact of changes in the Company’s stock price on CAP primarily due to the Company’s use of equity incentives that are tied directly to stock price, as described above. Notably, the Company does not use Net Income to determine compensation levels or long-term incentive plan payouts.

 

 

        
Compensation Actually Paid vs. Company Selected Measure

CAP versus Manufacturing Cash Flow before Pension Contributions

 

As shown in the chart below, the Company’s Manufacturing Cash Flow before Pension Contributions increased significantly from 2020 to 2021, modestly from 2021 to 2022, and decreased in the periods from 2022 to 2023 and 2023 to 2024. This measure affects CAP for both the PEO and the Non-PEO NEOs by impacting the extent to which performance share units are earned over the performance periods, however this impact is overshadowed by the impact that changes in the Company’s stock price have on CAP, primarily due to the Company’s use of equity incentives that are tied directly to stock price, as described above.

 

 

        
Total Shareholder Return Vs Peer Group

Company’s TSR versus Peer Groups’ TSR

 

As shown in the chart below, the Company’s cumulative TSR is correlated with the S&P 500 Industrials index cumulative TSR. It is not as closely aligned with the S&P 500 A&D index cumulative TSR. Because Textron is a multi-industry company with businesses in the aerospace and defense industry as well as other industrial manufacturing businesses, both indices are relevant for comparison, although neither is an ideal peer group. Due to consolidation in the A&D industry, that index reflects the results of only twelve companies, including Textron, making each company’s impact arguably outsized, especially the impact of large companies, given that the returns shown are weighted based on market capitalization. Since the S&P 500 Industrials index includes a greater number of companies than the S&P 500 A&D index, using this index for comparison mitigates the effect of companies with outlying performance.

 

 

        
Tabular List, Table

Financial Performance Measures

 

The following list of financial performance measures represents, in the Company’s assessment, the most important financial performance measures used by the Company to link Compensation Actually Paid (“CAP”) to the NEOs to company performance for the 2024 fiscal year. Please see the Compensation Discussion and Analysis beginning on page 22 for additional discussion of how these factors affected our NEOs’ compensation.

 

Descriptions of Relationships

 

Manufacturing Cash Flow before Pension Contributions

Average Return on Investment Capital

Cumulative Manufacturing Cash Flow

Enterprise Net Operating Profit

Relative TSR compared to the S&P 500

 

Set forth below are descriptions of the relationship between CAP and each of the financial performance metrics set forth in the Pay versus Performance table above, as well as a description of the relationship of the Company’s Total Shareholder Return (“TSR”) compared to our Peer Groups’ TSR.

        
Total Shareholder Return Amount [2] $ 174.3 181.4 159.5 173.7 108.6
Peer Group Total Shareholder Return Amount [2] 138.2 119.1 111.5 95.0 83.9
[custom:PeerGroupTotalShareholderRtnAmt1] [2] 178.4 150.2 127.2 134.5 111.1
Net Income (Loss) Attributable to Parent $ 824 $ 921 $ 861 $ 746 $ 309
Company Selected Measure Amount [3] 695 931 1,188 1,149 596
PEO Name Mr. Donnelly        
Measure [Axis]: 1          
Pay vs Performance Disclosure [Table]          
Measure Name Manufacturing Cash Flow before Pension Contributions        
Measure [Axis]: 2          
Pay vs Performance Disclosure [Table]          
Measure Name Average Return on Investment Capital        
Measure [Axis]: 3          
Pay vs Performance Disclosure [Table]          
Measure Name Cumulative Manufacturing Cash Flow        
Measure [Axis]: 5          
Pay vs Performance Disclosure [Table]          
Measure Name Enterprise Net Operating Profit        
Measure [Axis]: 6          
Pay vs Performance Disclosure [Table]          
Measure Name Relative TSR compared to the S&P 500        
PEO [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments $ (3,873,528) $ 7,602,871 $ 3,369,203 $ 27,245,696 $ (1,947,922)
PEO [Member] | Deduction For Change In Actuarial Present Values Reported Under Change In Pension Value And Nonqualified Deferred Compensation Earnings [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (894,425) (2,682,449) (95,972) (2,838,193)
PEO [Member] | Increase For Service Cost For Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments 260,276 413,267 576,449 580,054 512,139
PEO [Member] | Deduction For Grant Date Fair Value Of Stock Awarded Reported Under Stock Awards Column [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (11,586,840) (10,100,586) (8,314,479) (10,500,442) (10,522,576)
PEO [Member] | Deduction For Amounts Grant Date Fair Value Of Options Awarded [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (3,946,683) (3,477,679) (2,905,358) (3,011,625) (2,493,513)
PEO [Member] | Increase For Year End Fair Value Of Awards Granted That Remins Outstanding And Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments [4] 12,206,192 14,676,737 12,650,262 22,165,513 13,307,527
PEO [Member] | Increase Decrease For Change In Fair Value Of Award Granted That Were Outstanding And Vested [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments [4] 300,473 4,093,826 1,079,909 14,602,311 1,043,862
PEO [Member] | Increase Decrease For Change In Fair Value To Vesting Date Of Awards Granted That Vested [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (223,541) 4,665,399 264,240 3,486,240 (977,153)
PEO [Member] | Increase For Value Of Dividend Equivalents Earned On Restricted Stock Units [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments 11,020 14,355 18,180 19,617 19,985
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (728,130) 1,083,006 651,974 4,547,040 (435,677)
Non-PEO NEO [Member] | Deduction For Change In Actuarial Present Values Reported Under Change In Pension Value And Nonqualified Deferred Compensation Earnings [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (329,030) (759,286) (216,984) (708,553)
Non-PEO NEO [Member] | Increase For Service Cost For Pension Plans [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments 147,433 129,420 162,591 165,031 188,354
Non-PEO NEO [Member] | Deduction For Grant Date Fair Value Of Stock Awarded Reported Under Stock Awards Column [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (1,938,279) (1,697,740) (1,444,119) (1,828,820) (1,797,292)
Non-PEO NEO [Member] | Deduction For Amounts Grant Date Fair Value Of Options Awarded [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (660,194) (584,526) (504,602) (527,116) (429,833)
Non-PEO NEO [Member] | Increase For Year End Fair Value Of Awards Granted That Remins Outstanding And Unvested [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments [4] 2,041,877 2,466,901 2,190,502 3,879,540 2,293,943
Non-PEO NEO [Member] | Increase Decrease For Change In Fair Value Of Award Granted That Were Outstanding And Vested [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments [4] 48,108 711,301 194,183 2,484,003 170,048
Non-PEO NEO [Member] | Increase Decrease For Change In Fair Value To Vesting Date Of Awards Granted That Vested [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments (39,921) 814,467 50,307 588,100 (155,581)
Non-PEO NEO [Member] | Increase For Value Of Dividend Equivalents Earned On Restricted Stock Units [Member]          
Pay vs Performance Disclosure [Table]          
Total Adjustments 1,876 2,469 3,112 3,286 3,237
PEO [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount $ 19,643,978 $ 20,391,762 $ 15,367,279 $ 18,576,014 $ 17,770,781
[1] During each year in the table above, Mr. Donnelly was Textron’s Principal Executive Officer (“PEO”) and our other Named Executive Officers (“Non-PEO NEOs”) consisted of Mr. Connor, Mr. Lupone and Ms. Duffy.
[2] Represents the value as of the end of each year indicated of $100 invested on December 31, 2019 in the Company’s stock or in one of the indicated Peer Group indices.
[3] In each year, calculated as described in footnotes (2) and (4) of that year’s Annual Incentive Compensation Calculation chart, found on page 31 with respect to 2024.
[4] We calculate the fair value of our PSUs in accordance with GAAP, based on the closing price of our common stock and the number of units, as adjusted based on estimates with respect to performance on the relevant metrics. On the grant date, we assume performance at target on the metrics. Following the grant date, we apply the actual relative TSR as of the valuation date, and, for the remaining performance periods, we utilize estimates of performance against the target for each operating metric.
v3.25.0.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Awards Close in Time to MNPI Disclosures [Table]  
Award Timing MNPI Disclosure

COMPENSATION OF DIRECTORS

During 2024, for their service on the Board, non-employee directors were paid an annual cash retainer of $130,000 and, on the date of the 2024 Annual Meeting, were issued stock-settled restricted stock units (“RSUs”), valued at $165,000. The RSUs were issued under the terms of the Textron Inc. 2024 Long-Term Incentive Plan and vest in one year unless the director elects to defer settlement of the RSUs until the director’s separation from service on the Board. The annual cash retainer and the RSUs are prorated for directors who serve on the Board for a portion of the year. For 2025, the value of the RSUs to be issued to the non-employee directors on the date of the 2025 Annual Meeting has been increased to $185,000.

Each member of the Audit Committee (including the chair) received an additional cash retainer of $15,000, and the chairs of the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee received an additional $15,000, $20,000, and $25,000, respectively, and the Lead Director received an additional $45,000.

Textron maintains a Deferred Income Plan for Non-Employee Directors (the “Directors’ Deferred Income Plan”) under which they can defer all or part of their cash compensation until retirement from the Board. Deferrals are made either into an interest-bearing account or into an account consisting of Textron stock units, which are equivalent in value to Textron common

 

 
 

stock and receive dividend equivalents. The interest-bearing account earns interest at a monthly rate that is one-twelfth of the greater of 8% or the average for the month of the Moody’s Corporate Bond Yield Index, but in either case, not to exceed a monthly rate equal to 120% of the Long-Term Applicable Federal Rate.

Textron sponsors a Directors Charitable Award Program that was closed to new participants in 2004. Under the program, Textron contributes up to $1,000,000 to the Textron Charitable Trust on behalf of each participating director upon his or her death, and the Trust donates 50% of that amount in accordance with the director’s recommendation among up to five charitable organizations. Textron currently maintains life insurance policies on the lives of the participating directors, the proceeds of which may be used to fund these contributions. The premiums on the policies insuring our current directors who participate in this program have been fully paid so there are no longer expenditures associated with these policies. Ms. Bader and Mr. Clark, the only current directors who participate, do not receive any direct financial benefit from this program as the insurance proceeds and charitable deductions accrue solely to Textron. Non-employee directors also are eligible to participate in the Textron Matching Gift Program under which Textron will match contributions of directors and full-time employees to eligible charitable organizations at a 1:1 ratio up to a maximum of $7,500 per year through 2024. Beginning in 2025, the maximum amount which can be matched will increase to $10,000.

None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board or its committees.
Award Timing Method All directors currently meet the stock ownership requirement, which allows them to achieve the required level of ownership over time in the case of directors who have more recently joined the Board.
v3.25.0.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true