Textron : 2025 Annual Report Proxy Statement Definitive

Published: 2025-03-05 10:23:07 ET TXT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

þ Filed by the Registrant

o Filed by a Party other than the Registrant

Check the appropriate box:

TEXTRON INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

TEXTRON AVIATION

Textron Aviation is home to the Beechcraft® and Cessna® aircraft brands and is a leader in general aviation through two principal product lines: aircraft and aftermarket parts and services. Aircraft includes sales of business jets, turboprop aircraft, military trainer and defense aircraft and piston engine aircraft. Aftermarket parts and services includes commercial parts sales and maintenance, inspection and repair services, and advanced flight training devices.

BELL

Bell is a leading supplier of military and commercial helicopters, tiltrotor aircraft and related spare parts and services. Bell supplies advanced military helicopters and tiltrotors to the U.S. Government and non-U.S. military customers and commercially certified helicopters to corporate, private, law enforcement, utility, public safety, emergency medical helicopter operators, and U.S. and foreign governments. Bell provides support and service for an installed base of approximately 13,000 helicopters.

INDUSTRIAL

Our industrial segment designs and manufactures a variety of products within the Kautex and Textron Specialized Vehicles businesses. Kautex is a leader in designing and manufacturing plastic fuel systems for automobiles and light trucks, along with other automotive systems and components. Textron Specialized Vehicles products include golf cars, off- road utility vehicles, powersports products, light transportation vehicles, aviation ground support equipment, professional turf-maintenance equipment and specialized turf-care vehicles.

TEXTRON SYSTEMS

Textron Systems' businesses develop, manufacture and integrate products and services for U.S. and international military, government and commercial customers to support defense, homeland security, aerospace, infrastructure protection and other customer missions. Product and service offerings include electronic systems and solutions, advanced marine craft, piston aircraft engines, live military air-to-air and air-to-ship training, weapons and related components, unmanned aircraft systems and both manned and unmanned armored and specialty vehicles.

TEXTRON eAVIATION

Textron eAviation is focused on research and development initiatives related to sustainable aviation solutions and includes Pipistrel, a manufacturer of light aircraft. Pipistrel offers a family of light aircraft and gliders with both electric and combustion engines. Pipistrel's Velis Electro is the world's first, and currently only, electric aircraft to receive full type certification from the European Union Aviation Safety Agency and from the UK Civil Aviation Authority. In 2024, the FAA granted a light-sport aircraft airworthiness exemption for the Pipistrel Velis Electro, allowing flight training in an electric aircraft within the United States.

FINANCE

Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions primarily to purchasers of new and pre-ownedaircraft and Bell helicopters. For more than 60 years, TFC has played a key role for Textron customers around the globe.

NOTICE OF ANNUAL MEETING

To the Shareholders of Textron Inc.:

The 2025 Annual Meeting of Shareholders of Textron Inc. will be held on Wednesday, April 23, 2025 at 12 p.m. Eastern Daylight Time.

This year's meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2025. Shareholders will not be able to attend the meeting in person. At the meeting, our shareholders will be asked to do the following:

To elect the ten director nominees named in the proxy statement to hold office until the next annual shareholders' meeting;

To approve Textron's executive compensation on an advisory basis;

To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron's independent registered public accounting firm for 2025; and

To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

Wednesday, April 23, 2025

12:00 p.m. Eastern Daylight Time

Virtual Meeting Site:

www.virtualshareholdermeeting.com/TXT2025

To be admitted to the Annual Meeting virtually, you will need to log in to www.virtualshareholdermeeting.com/TXT2025. Instructions on how to participate in the Annual Meeting via live audio webcast are described in the accompanying proxy statement and posted at www.virtualshareholdermeeting.com/TXT2025.

On March 4, 2025, we mailed to many of our shareholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access and review our proxy materials, including our Proxy Statement and the Annual Report to Shareholders, and vote online. If you received a Notice by mail, you will not receive a printed copy of the proxy materials unless you request one. If you would prefer to receive printed proxy materials, please follow the instructions included in the Notice. Shareholders who requested paper copies of the proxy materials or previously elected to receive our proxy materials electronically did not receive the Notice and will receive the proxy materials in the format requested.

Whether or not you plan to attend the virtual meeting, we urge you to cast your vote as soon as possible so that your shares may be represented at the meeting. You may vote your shares via the internet or by telephone by following the instructions included on the Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card.

You are entitled to vote all shares of common stock registered in your name at the close of business on February 24, 2025.

By order of the Board of Directors,

E. Robert Lupone

Executive Vice President, General Counsel and Secretary

Providence, Rhode Island

March 4, 2025

YOUR VOTE IS IMPORTANT

Brokers are not permitted to vote on the election of directors or on certain other proposals, and may elect not to vote on any matters, unless they receive voting instructions from the beneficial owner. Therefore, if your shares are held in the name of your broker or bank, it is important that you vote. We encourage you to vote promptly, even if you intend to attend the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 23, 2025:

The Company's Proxy Statement for the 2025 Annual Meeting of Shareholders, the Annual Report to Shareholders for the fiscal year ended December 28, 2024 and the Company's Annual Report on Form 10-Kfor the fiscal year ended December 28, 2024 are available athttp://investor.textron.com/investors/investor-resources. The Company will provide by mail or email, without charge, a copy of its Annual Report on Form 10-K, at the request of shareholders. Please direct all inquiries to the Company at (401) 457-2288 or by submitting a written request to the Secretary at Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903 or by email to [email protected].

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:

BY TELEPHONE

BY MAIL

Call the telephone number on your proxy card or voting

If you received your materials by mail, you can vote

instruction form.

by mail by marking, dating and signing your proxy

card or voting instruction form and returning it in the

postage-paid envelope.

BY INTERNET

You can vote your shares online at www.proxyvote.com or on the website address set forth on your proxy card or voting instruction form.

BY ATTENDING THE VIRTUAL MEETING Attend the virtual meeting and vote

your shares during the meeting at www.virtualshareholdermeeting.com/TXT2025

IV TEXTRON 2025 PROXY STATEMENT

TABLE OF CONTENTS

Textron Inc. 2025 Annual Meeting of Shareholders

Attending the Meeting

Shareholders Who May Vote

Voting Recommendation

Item 1 Election of Directors

Board Membership Qualifications

Nominees for Director

Corporate Governance

Governance Highlights

Corporate Responsibility and Sustainability

Director Independence

Shareholder Outreach

Leadership Structure

Shareholder Communications to the Board

Board and Committee Evaluations

Director Nominations

Meeting Attendance

Compensation of Directors

Other Directorships

Director Stock Ownership Requirements

Board Committees

Director Anti-Hedging and Pledging Policy

Executive Committee

Corporate Governance Guidelines and Policies

Risk Oversight

Code of Ethics

Committee and Board Oversight of Environmental,

Insider Trading Policies and Procedures

Social and Governance Matters

Security Ownership

Delinquent Section 16(a) Reports

Audit Committee Report

Compensation Committee Report

Compensation Discussion and Analysis

Executive Summary

Role of Independent Compensation Consultant

Overview and Objectives of Executive

Share Ownership Requirements

Compensation Program

Anti-Hedging and Pledging Policy

Target Direct Compensation

Clawback Policy

2024 Incentive Compensation Targets, Payouts

Compensation Arrangements Relating to

and Performance Analysis

Termination of Employment

Risks Related to Compensation

Tax Considerations

Other Compensation Programs

TEXTRON 2025 PROXY STATEMENT V

Executive Compensation

Summary Compensation Table

Pay Ratio

Grants of Plan-Based Awards in Fiscal 2024

Pay versus Performance

Outstanding Equity Awards at 2024 Fiscal Year-End

Evaluation of Risk in Compensation Plans

Option Exercises and Stock Vested in Fiscal 2024

Timing of Option Awards

Pension Benefits in Fiscal 2024

Equity Compensation Plan Information

Nonqualified Deferred Compensation

Transactions with Related Persons

Potential Payments Upon Termination or Change in Control

Item 2 Advisory Vote to Approve Textron's Executive Compensation

Item 3 Ratification of Appointment of Independent Registered Public

Accounting Firm

Fees to Independent Auditors

General information about the Annual Meeting

Internet Availability of Proxy Materials

Required Vote

Voting

Costs of Proxy Solicitation

Savings Plan Participants

Confidential Voting Policy

Changing or Revoking a Proxy

Attending the Meeting

Other information

Other Matters to Come Before the Meeting

Delivery of Documents to Shareholders Sharing an Address

Shareholder Proposals and Other Matters for 2026

Annual Meeting

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 forward-looking statements. Risks and uncertainties that could cause our actual results to differ significantly from management's expectations are described in our 2024 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 2025 PROXY STATEMENT

TEXTRON INC. 2025 ANNUAL MEETING OF SHAREHOLDERS

ATTENDING THE MEETING

This proxy statement, which is first being made available to shareholders on or about March 4, 2025, is furnished in connection with the solicitation by the Board of Directors of Textron Inc. of proxies to be voted at the annual meeting of shareholders to be held on April 23, 2025, at 12:00 p.m. Eastern Daylight Time virtually via a live audio webcast and at any adjournments or postponements thereof.

Shareholders will be able to attend the Annual Meeting, vote their shares and submit questions during the meeting at www.virtualshareholdermeeting.com/TXT2025.

The live audio webcast of the Annual Meeting will begin promptly at 12:00 p.m. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to log-in and test your device's audio system. We encourage you to access the meeting in advance of the designated start time.

To be admitted to the Annual Meeting virtually, you will need to log in to www.virtualshareholdermeeting.com/TXT2025 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials or email, as applicable, sent or made available to shareholders entitled to vote at the Annual Meeting. Shareholders whose shares are held in street name and whose voting instruction form or Notice of Internet Availability does not indicate that their shares may be voted through the www.proxyvote.com website should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a "legal proxy" in order to be able to attend, participate in or vote at the Annual Meeting.

SHAREHOLDERS WHO MAY VOTE

All shareholders of record at the close of business on February 24, 2025 will be entitled to vote. As of February 24, 2025, Textron had outstanding 181,620,917 shares of common stock, each of which is entitled to one vote with respect to each matter to be voted upon at the meeting. Proxies are solicited to give all shareholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the meeting.

VOTING RECOMMENDATION

The Board of Directors recommends that shareholders vote as follows:

Voting Recommendation

Item 1

To elect the ten director nominees named in the proxy statement to hold office until

"FOR" each of the

the next annual shareholders' meeting;

director nominees

Item 2

To approve Textron's executive compensation on an advisory basis; and

"FOR"

Item 3

To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron's

"FOR"

independent registered public accounting firm for 2025.

TEXTRON 2025 PROXY STATEMENT 1

ELECTION OF DIRECTORS

BOARD MEMBERSHIP QUALIFICATIONS

The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of perspectives necessary to oversee the Company's business. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board's overall composition and the Company's current and future needs. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board's membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance Committee. All of the nominees for election to the Board share certain qualifications and attributes consistent with these criteria, which are set forth in the Company's Corporate Governance Guidelines and Policies and are summarized below:

Board Membership Criteria

Exemplary personal ethics and

Core business competencies of

Financial literacy and a history of

high achievement and a record

making good business decisions

integrity

of success

and exposure to best practices

Enthusiasm for Textron and

Strong communications skills

Interpersonal skills that

sufficient time to be fully

and confidence to ask tough

maximize group dynamics,

engaged

questions

including respect for others

Specific skills and experience aligned with Textron's strategic direction and operating challenges and that complement the overall composition of the Board

NOMINEES FOR DIRECTOR

At the 2025 Annual Meeting, ten directors are to be elected to hold office until the 2026 Annual Meeting and until their successors have been elected and qualified. All ten nominees are currently Textron directors. James L. Ziemer, a director since 2007, will be retiring from our Board of Directors effective as of the Annual Meeting in accordance with our retirement policy. In anticipation of the vacancy which will result upon Mr. Ziemer's retirement, the Board appointed Rob Mionis to the Board, effective March 1, 2025. Mr. Mionis was recommended by a third-party search firm and then evaluated and interviewed by members of the Nominating and Corporate Governance Committee, as well as other members of the Board, prior to his appointment. The search firm assisted the Company in identifying and evaluating director candidates for a fee paid by the Company. It is the intention of the persons named as proxies for the Annual Meeting, unless otherwise instructed, to vote "for" each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the Annual Meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee.

Our Nominating and Corporate Governance Committee and our Board have determined that each of our nominees has the experience, attributes and skills needed to collectively comprise an effective and well-functioning Board. Textron's directors have experience with businesses that operate in industries in which Textron operates or that involve skills that are integral to Textron's operations.

Our director nominees offer an effective mix of relevant experience and skills, as illustrated below (by percentage of board members):

Director Experience and Skills

Although the Nominating and Corporate Governance Committee does not have a formal policy for identifying nominees for director, it seeks a variety of occupational and personal backgrounds on the Board in order to obtain a range of viewpoints and perspectives. The Committee has advised its third-party search firm of the importance of identifying director candidates from a variety of occupational and personal backgrounds. The Board assesses its effectiveness in this regard as part of its refreshment process.

Our Board nominees provide independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:

Independence of Directors

Average Tenure of Directors

TEXTRON 2025 PROXY STATEMENT 3

Disclaimer

Textron Inc. published this content on March 05, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 05, 2025 at 15:22:07.090.