TXT Textron Inc

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-owned aircraft 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;		Wednesday, April 23, 2025
	To approve Textron’s executive compensation on an advisory basis;		12:00 p.m. Eastern Daylight Time
	To ratify the appointment by the Audit Committee of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2025; and		Virtual Meeting Site:
		www.virtualshareholdermeeting.com/TXT2025
	To transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

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

REVIEW THE PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS:
	BY TELEPHONE Call the telephone number on your proxy card or voting instruction form.			BY MAIL If you received your materials by mail, you can vote 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 2025 PROXY STATEMENT     V

VI      TEXTRON 2025 PROXY STATEMENT

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:

TEXTRON 2025 PROXY STATEMENT     1

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

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.

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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

Biographical information about each nominee, as well as highlights of the specific experience, qualifications, attributes and skills of our individual Board members, are included below:

	Scott C. Donnelly Director Since 2009    Chairman		Experience, Qualifications, Attributes and Skills •  Significant experience in the aerospace and defense sector •  Deep operational experience in innovation, manufacturing, sales and marketing, portfolio management, talent development and business processes •  First-hand, real-time experience in, and understanding of, Textron operations
			Mr. Donnelly, 63, is Chairman, President and Chief Executive Officer of Textron. Mr. Donnelly joined Textron in June 2008 as Executive Vice President and Chief Operating Officer and was promoted to President and Chief Operating Officer in January 2009. He was appointed to the Board of Directors in October 2009, became Chief Executive Officer of Textron in December 2009 and Chairman of the Board in September 2010. Previously, Mr. Donnelly was the President and CEO of General Electric (GE) Company’s Aviation business unit, a position he had held since July 2005. GE’s Aviation business unit is a leading maker of commercial and military jet engines and components as well as integrated digital, electric power and mechanical systems for aircraft. Prior to July 2005, Mr. Donnelly served as Senior Vice President of GE Global Research, one of the world’s largest and most diversified industrial research organizations with facilities in the U.S., India, China and Germany and held various other management positions since joining GE in 1989. In 2013, Mr. Donnelly joined the board of directors of Medtronic plc.
Richard F. Ambrose Director Since 2022    Audit Committee  O&C Committee			Experience, Qualifications, Attributes and Skills •  Extensive operating and leadership experience in aerospace and defense industry •  Deep understanding of working with the Department of Defense •  Demonstrated expertise in management of U.S. government defense programs •  Significant experience in research and development of advanced technology •  Audit Committee Financial Expert
			Mr. Ambrose, 66, retired in 2022 as the Executive Vice President - Space of Lockheed Martin Corporation, a global security and aerospace company, where he led Lockheed Martin’s $12 billion Space business which employs approximately 20,000 people and provides advanced technology systems for national security, civil and commercial customers. Prior to this role, which he assumed in 2013, he served as President, Lockheed Martin Information Systems & Global Solutions-National from 2011 through 2012 and as Vice President & General Manager, Lockheed Martin Surveillance & Navigation Systems line of business within Space from 2006 through 2010. He joined Lockheed in 2000 as Vice President & General Manager, Lockheed Martin Ground Systems and served as President, Lockheed Martin Maritime Systems & Sensors Tactical Systems from 2004 to 2006. Prior to joining Lockheed Martin, Mr. Ambrose served as President and General Manager of the Space Systems Division at Hughes Information Systems (which merged with Raytheon C3I Systems in 1997).
	Kathleen M. Bader Director Since 2004    Audit Committee N&CG Committee		Experience, Qualifications, Attributes and Skills •  Comprehensive experience in strategic planning and change management •  Expertise in managing strategic business process implementation within global industrial business environments •  Extensive experience in advancing customer loyalty and employee satisfaction •  Expertise in expansion of international business
			Ms. Bader, 74, was President and Chief Executive Officer of NatureWorks LLC, which makes proprietary plastic resins and was formerly known as Cargill Dow LLC, until her retirement in January 2006. Formerly, she was a Business President of a $4.2 billion plastics portfolio at the Dow Chemical Company, a diversified chemical company. She joined Dow in 1973 and held various management positions in Dow’s global and North American operations, before becoming Chairman, President and Chief Executive Officer of Cargill Dow LLC, at the time an equal joint venture between Dow and Cargill Incorporated, in February 2004. She assumed the position of President and Chief Executive Officer of NatureWorks in February 2005 following Cargill’s acquisition of Dow’s interest in Cargill Dow. Ms. Bader also served for seven years on President Bush’s Homeland Security Advisory Council.

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R. Kerry Clark Director Since 2003        Audit Committee N&CG Committee			Experience, Qualifications, Attributes and Skills •  Extensive expertise in establishing brand equity worldwide and extending strategic initiatives globally •  Leadership skills in enhancing customer service and advancing customer relationships •  Significant experience in corporate governance, talent development, change management, marketing and business development •  Audit Committee Financial Expert
			Mr. Clark, 72, is the retired Chairman and Chief Executive Officer of Cardinal Health, Inc., a leading provider of services supporting the health care industry. He joined Cardinal Health in April 2006 as President and Chief Executive Officer, became Chairman in November 2007 and retired in September 2009. Prior to joining Cardinal Health he was Vice Chairman of the Board, P & G Family Health, and a director of The Procter and Gamble Company, which markets consumer products in over 140 countries, from 2002-2006. He joined Procter and Gamble in 1974 and served in various key executive positions before becoming Vice Chairman of the Board in 2002 and held that position until leaving the company in April 2006. Mr. Clark has served as a director of Elevance Health, Inc. (formerly Anthem, Inc.) since 2014. He served as a director of General Mills from 2009 until September 2024.
	Michael X. Garrett Director Since 2023 Audit Committee N&CG Committee		Experience, Qualifications, Attributes and Skills •  Experience managing complex operational and strategic issues •  Deep understanding of the U.S. military •  Broad knowledge of the defense industry and international security issues •  Demonstrated leadership and management skills
			Mr. Garrett, 63, is a retired United States Army four-star general with nearly 40 years of service, most recently serving as Commanding General, United States Army Forces Command (FORSCOM), the largest command in the U.S. Army, from March 2019 until his retirement in July 2022. As FORSCOM Commander, he led 750,000 combat and support personnel through the COVID-19 pandemic and a shifting global security landscape. His earlier command tours included U.S. Army Central Command for almost four years, during which he was responsible for all Army activity in the Central Command area. Previously, he spent six years leading Army activity in the Middle East, first as Chief of Staff, U.S. Central Command and later as commanding general. Mr. Garrett served as a Director of Nano Dimension Ltd. from October 2023 until December 2024.
	Deborah Lee James Director Since 2017       Chair, O&C Committee		Experience, Qualifications, Attributes and Skills •  Deep expertise in national security •  Significant experience in U.S. government procurement and logistics •  Demonstrated leadership and management skills •  Extensive experience in the cybersecurity field
			Ms. James, 66, is the retired 23rd Secretary of the United States Air Force, a position she held from December 2013 to January 2017. Prior to her role as Secretary of the Air Force, Ms. James held various executive positions during a 12-year tenure at Science Applications International Corporation (SAIC), a provider of services and solutions in the areas of defense, health, energy, infrastructure, intelligence, surveillance, reconnaissance and cybersecurity to agencies of the U.S. Department of Defense (DoD), the intelligence community, the U.S. Department of Homeland Security, foreign governments and other customers, most recently serving as Sector President, Technical and Engineering of the Government Solutions Group. Earlier in her career, Ms. James served as Professional Staff Member for the House Armed Services Committee and as the DoD Assistant Secretary of Defense for Reserve Affairs. Ms. James has served on the board of directors of Unisys Corporation since 2017, and she served on the Board of Aerojet Rocketdyne Holdings, Inc. from June 2022 to July 2023.

TEXTRON 2025 PROXY STATEMENT     5

6      TEXTRON 2025 PROXY STATEMENT

The Board of Directors recommends a vote “FOR” each of the director nominees (Items 1a through 1j on the proxy card).

TEXTRON 2025 PROXY STATEMENT     7

GOVERNANCE HIGHLIGHTS

Textron is committed to sound corporate governance practices, including the following:

8      TEXTRON 2025 PROXY STATEMENT

DIRECTOR INDEPENDENCE

The Board of Directors has determined that Mses. Bader, James and Zuber, and Messrs. Ambrose, Clark, Garrett, Kennedy, Mionis, Nowell and Ziemer, are independent, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below. In making its determination, the Board examined relationships between directors or their affiliates with Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2024, the Textron Charitable Trust made a $20,000 donation to the Semper Fi & America’s Fund, an organization for which Mr. Garrett serves as a Director and Mr. Conway’s wife serves as Board Vice President, and a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised any of the directors’ independence as a Textron director.

LEADERSHIP STRUCTURE

Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board has determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer serves the best interests of Textron and its shareholders. This is because the Board believes that the CEO, with his extensive knowledge of the Company’s businesses and full-time focus on the business affairs of the Company, makes a more effective Chairman than an independent director, especially given the size and multi-industry nature of the Company’s business. As required by the Corporate Governance Guidelines and Policies, the Board, at least once every two years, reviews whether having the positions of Chairman and CEO combined best serves the interests of Textron and its shareholders. The Board welcomes and takes under consideration any input received from our shareholders regarding the Board’s leadership structure and will inform shareholders of any change in the Board’s leadership structure in a press release or through amended Corporate Governance Guidelines and Policies published on our website and highlighted in our annual proxy statements.

Our independent directors elect a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Currently, Mr. Clark serves as Lead Director. The Lead Director is assigned clearly defined and expansive duties under our Corporate Governance Guidelines and Policies, including:

Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at these sessions and at any additional executive sessions convened at the request of a director. During 2024, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.

TEXTRON 2025 PROXY STATEMENT     9

The functions of the Board are carried out by the full Board, and, when delegated, by the Board committees, with each director being a full and equal participant. The Board is committed to high standards of corporate governance and its Corporate Governance Guidelines and Policies were designed, in part, to ensure the independence of the Board and include a formal process for the evaluation of CEO performance by all non-management Board members. The evaluation is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO. In addition, the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides that the committee may seek the counsel of independent advisors and each routinely meets in executive session without management present.

BOARD AND COMMITTEE EVALUATIONS

The Board and each of its three principal committees perform a comprehensive self-evaluation on an annual basis with oversight from the Nominating and Corporate Governance Committee. Each director completes a detailed questionnaire soliciting feedback on a number of matters designed to assess Board and committee performance and effectiveness, including oversight, risk management, Board composition, materials and processes, culture, and accountability, among other topics. The questionnaire also includes a question designed to elicit feedback from each independent director with respect to any concerns with any other independent director meeting the qualifications and attributes required of Textron Board members as established by the Nominating and Corporate Governance Committee, including the Board Membership Criteria described on page 2. Any such concerns will be discussed with the Chair of the Nominating and Corporate Governance Committee, the Lead Director or the Chairman, as appropriate. The questionnaires also enable directors to provide written comments designed to allow for more detailed feedback, and written feedback is required for any question for which the director indicates a rating that reflects significant room for improvement. Results of the evaluations are compiled by the Nominating and Corporate Governance Committee and shared with the full Board and each committee. Each committee discusses its respective evaluation results in executive session and determines if any follow-up actions are appropriate. Additionally, a discussion of the evaluations is held in executive session with the full Board to discuss the results and any other perspectives, feedback, or suggestions that the directors may want to raise.

MEETING ATTENDANCE

During 2024, the Board of Directors held six regular meetings. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All directors standing for re-election attended the 2024 annual meeting of shareholders.

OTHER DIRECTORSHIPS

Textron’s Corporate Governance Guidelines and Policies provide that non-management directors may serve on four other public company boards, provided that, in the case of a director who is a chief executive officer of a public company, the limit is two other such boards. The Nominating and Corporate Governance Committee and the Board will take into account the nature of and the time involved in a Director’s service on other boards in evaluating the suitability of new Directors and incumbent Directors for election (or reelection) to the Board and recommending nominees to shareholders.

10      TEXTRON 2025 PROXY STATEMENT

BOARD COMMITTEES

The Board of Directors has established the following three standing committees to assist in executing its duties: Audit, Nominating and Corporate Governance, and Organization and Compensation. Key responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2024. In addition, the Board of Directors and these committees are actively engaged in oversight of our enterprise risk management process and of our environmental, social and governance initiatives, as separately discussed below. Each of these committees is composed entirely of independent, non-management directors. Each of these committees has a written charter. Copies of these charters are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Committee Charters,” and are also available in print upon request to Textron’s Secretary.

Member Name		AUDIT COMMITTEE		NOMINATING AND CORPORATE GOVERNANCE COMMITTEE		ORGANIZATION AND COMPENSATION COMMITTEE
Richard F. Ambrose
Kathleen M. Bader
R. Kerry Clark*
Michael X. Garrett
Deborah Lee James
Thomas A. Kennedy
Rob Mionis
Lionel L. Nowell III
James L. Ziemer
Maria T. Zuber

Member

Chair

Audit Committee Financial Expert

* Lead Director

The Board has determined that each member of the Audit Committee is independent as defined under the listing standards of the New York Stock Exchange applicable to audit committee members. No member of the committee simultaneously serves on the audit committees of more than three public companies. The Board of Directors has determined that Mr. Ambrose, Mr. Clark, Mr. Kennedy, Mr. Nowell and Mr. Ziemer each are “audit committee financial experts” under the criteria adopted by the Securities and Exchange Commission.

TEXTRON 2025 PROXY STATEMENT     11

The Board has determined that each member of the Nominating and Corporate Governance Committee is independent as defined under the New York Stock Exchange listing standards.

12      TEXTRON 2025 PROXY STATEMENT

See the Compensation Discussion and Analysis (CD&A) beginning on page 22 for more information on the Organization and Compensation Committee’s processes and the role of management and the Committee’s consultant in determining the form and amount of executive compensation. The Board of Directors has determined that each member of the committee is independent as defined under the New York Stock Exchange listing standards applicable to compensation committee members.

EXECUTIVE COMMITTEE

Textron’s Board also maintains an Executive Committee which has the power, between meetings of the Board of Directors, to exercise all of the powers of the full Board, except as specifically limited by Textron’s By-Laws and Delaware law. Currently, Mr. Donnelly, Mr. Clark, Ms. James, Mr. Nowell and Ms. Zuber comprise the Executive Committee, which did not meet during 2024.

RISK OVERSIGHT

The Board oversees the Company’s enterprise risk management (“ERM”) process which is designed to identify risks that may impact the Company. On a quarterly basis, each business unit and functional area throughout the Company conducts assessments of identified significant business risks under their purview in the categories of financial, information technology, operational, strategic and compliance risks. The assessment results are depicted using a heat map to highlight the potential severity of each risk and likelihood of occurrence, along with mitigation actions, and the identified risks are prioritized and, depending on the probability and severity of the risk, escalated to a cross-functional enterprise risk committee and senior management. Management reviews the results of the quarterly risk assessment, including any new material risks or significant changes in material risks, with the Audit Committee each quarter. Our full Board oversees our ERM process through discussions at our Board of Directors Annual Strategic Business and Risk Review and at an annual dedicated ERM review. In addition, the Board retains direct oversight responsibility with respect to certain risks. For example, oversight of information security matters is conducted by our full Board of Directors. The Board annually receives a comprehensive presentation on information security and controls from our Chief Information Officer (CIO) and, as may be necessary for specific topics, follow- up occurs at additional meetings during the course of the year.

Although the full Board is responsible for the ERM process and certain other risk oversight functions, the Organization and Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee assist the Board in discharging its oversight duties. During the past year, each of the committees held a number of meetings to oversee and assess risks related to the matters for which it is responsible as identified in their respective charters. Among other topics, the Organization and Compensation Committee received reports on and discussed risks related to the Company’s compensation programs, organizational development and talent profile and assessed whether risks arising from the Company’s compensation policies and practices for senior executives are reasonably likely to have a material adverse effect on the Company. The Nominating and Corporate Governance Committee, among other things, reviewed risks associated with certain environmental, social and governance matters. Similarly, the Audit Committee held a number of sessions with management and the independent auditor, as appropriate, to review and provide feedback on management’s policies and processes for risk assessment and risk management and management’s evaluation of the Company’s major risks, and the steps management has taken or proposes to take to monitor and mitigate such risks.

Accordingly, while each of the three committees contributes to the risk management oversight function by assisting the Board in the manner outlined above, the Board itself remains ultimately responsible for the oversight of risk and receives report- outs from each of the committees, as well as periodic reports from management addressing the various risks, including those related to financial and other performance, cybersecurity, compliance and human capital matters.

COMMITTEE AND BOARD OVERSIGHT OF ENVIRONMENTAL, SOCIAL AND GOVERNANCE MATTERS

The charter of the Nominating and Corporate Governance Committee specifically includes as one of its responsibilities assisting the Board in fulfilling its oversight responsibilities relating to the Company’s policies and practices regarding environmental, social and governance (“ESG”) matters that are significant to the Company. The agenda for each Nominating and Corporate Governance Committee meeting includes updates to ESG matters, as appropriate. Our other Board Committees also have oversight responsibility for ESG topics under their purview. The Executive Vice President, General Counsel and Chief Compliance Officer of the Company reports to the Audit Committee on legal, ethics and compliance matters as well as environmental, health and safety matters at each Audit Committee meeting. The Organization and Compensation

TEXTRON 2025 PROXY STATEMENT     13

Committee has oversight of management succession, talent development and engagement of the Company’s workforce, and may make recommendations on other human capital management practices. The Audit Committee and the full Board are also directly engaged with ESG risk areas through our ERM process described above. Sustainability risks, including physical risks related to climate change and risks related to transitioning to a lower carbon economy, are assessed through the ERM process and reviewed with the Audit Committee and the Board, as outlined above.

CORPORATE RESPONSIBILITY AND SUSTAINABILITY

Textron is committed to being a responsible corporate citizen. Our corporate responsibility efforts include the following focus areas:

Each year we publish a Corporate Responsibility Report which highlights the actions we have taken during the past year in these and other focus areas and provides disclosure in alignment with the Task Force on Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board reporting frameworks. Our Corporate Responsibility Report is available on our website at Textron.com/CorpResponsibility/corporate-responsibility-report. Information in the Corporate Responsibility Report and on our website is not incorporated by reference into this Proxy Statement or considered to be part of this document.

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SHAREHOLDER OUTREACH

Textron is committed to robust shareholder engagement, and we conduct a regular shareholder outreach program each fall with respect to topics relevant to the next annual shareholders meeting which may include corporate governance, executive compensation and corporate responsibility topics. As we have done in previous years, during 2024, with respect to the 2025 Annual Meeting, we reached out to our 25 largest institutional shareholders, representing approximately 60% of our outstanding shares, to offer an engagement call with our team to hear their views and engage in discussion on various topics. This year our discussions focused on various sustainability topics, including actions we are taking to reduce our carbon emissions and energy use and future goal-setting. Our core shareholder engagement team comprises senior members of our investor relations, corporate governance and executive compensation teams, supplemented by a member of our Board, as appropriate. These efforts are in addition to normal course outreach conducted by our investor relations team and members of senior management with shareholders, portfolio managers and analysts. We also meet with shareholders at investor conferences held throughout the year.

SHAREHOLDER COMMUNICATIONS TO THE BOARD

Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the non- management directors as a group or with any individual director may do so by calling (866) 698-6655 (toll-free) or (401) 457-2601, writing to Board of Directors at Textron Inc., 40 Westminster Street, Providence, Rhode Island 02903, or by e-mail to textrondirectors@textron.com. The telephone numbers and addresses are also listed on the Textron website. All communications received via the above methods will be sent to the Board of Directors, the Lead Director, the non- management directors or the specified director.

DIRECTOR NOMINATIONS

Director candidates suggested by shareholders will be communicated to the Nominating and Corporate Governance Committee for consideration in the committee’s selection process. Shareholder-recommended candidates are evaluated using the same criteria used for other candidates. The committee also periodically retains a third-party search firm to assist in the identification and evaluation of candidates.

Textron’s By-Laws contain a provision which imposes certain requirements upon nominations for directors made by shareholders, including proxy access nominees, at the annual meeting of shareholders or a special meeting of shareholders at which directors are to be elected. Shareholders wishing to nominate an individual for director at the annual meeting must submit timely notice of nomination within the time limits described below, under the heading “Shareholder Proposals and Other Matters for 2026 Annual Meeting” on page 62, to the committee, c/o Textron’s Secretary, along with the information described in our By-Laws.

All candidates are evaluated against the Board’s needs and the criteria for membership to the Board set forth above on page 2. The committee must also take into account our By-Laws which provide, without provision for exemption, condition or waiver, that no person shall be elected a director who has attained the age of 75. In addition, the Corporate Governance Guidelines and Policies provide that a substantial majority of the Company’s directors must be independent under the standards of the New York Stock Exchange. All recommendations of nominees to the Board by the committee are made solely on the basis of merit.

Director Compensation Table

The following table provides 2024 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 37.

DIRECTOR STOCK OWNERSHIP REQUIREMENTS

In order to align the financial interests of our directors with the interests of our shareholders, we require that our directors maintain a specified level of stock ownership equal to eight times the portion of their annual cash retainer. 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. Prior to 2022, directors received a one-time grant of 2,000 shares of restricted stock upon joining the Board. These restricted shares do not vest until the director has completed all terms of Board service to which he or she has been nominated and elected or in the event of death, disability or change in control of Textron. Our stock retention policy restricts non-employee directors from transferring the restricted shares or the stock units credited under the Directors’ Deferred Income Plan while they serve on the Board. To the extent that directors do not defer settlement of their RSUs, they may not sell shares of common stock received upon vesting of RSUs unless the stock ownership requirement has been met.

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DIRECTOR ANTI-HEDGING AND PLEDGING POLICY

Our directors are specifically prohibited from (i) pledging Textron securities as collateral for any loan or holding Textron securities in a margin account or (ii) engaging in short sales of Textron securities or transactions in publicly traded options or derivative securities based on Textron’s securities.

CORPORATE GOVERNANCE GUIDELINES AND POLICIES

Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February 2024, meet or exceed the listing standards adopted by the New York Stock Exchange and are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Corporate Governance Guidelines and Policies,” and are also available in print upon request to Textron’s Secretary.

CODE OF ETHICS

Textron’s Business Conduct Guidelines, originally adopted in 1979 and most recently revised effective February 2025, are applicable to all employees of Textron, including the principal executive officer, the principal financial officer and the principal accounting officer. The Business Conduct Guidelines are also applicable to directors with respect to their responsibilities as members of the Board of Directors. The Business Conduct Guidelines are posted on Textron’s website, www.textron.com, under “Corporate Responsibility—Ethics and Compliance—Textron’s Business Conduct Guidelines,” and are also available in print upon request to Textron’s Secretary. We intend to post on our website, at the address specified above, any amendments to the Business Conduct Guidelines or the grant of a waiver from a provision of the Business Conduct Guidelines requiring disclosure under applicable Securities and Exchange Commission rules within four business days following the date of the amendment or waiver.

INSIDER TRADING POLICIES AND PROCEDURES

Our Business Conduct Guidelines (described above under “Code of Ethics”), which are applicable to all Textron employees and members of our Board of Directors, prohibit trading in Textron securities, or securities of other companies, while in possession of material, non-public information about Textron or the other company. Sharing such information with unauthorized persons and/or providing recommendations to trade in Textron or the other company’s securities is also prohibited.

We also maintain a Policy on Trading in Textron Securities governing the purchase, sale and/or other dispositions of our securities by our directors, executive and corporate officers, segment and business unit presidents and chief financial officers and related persons and entities. Those covered by this policy are subject to various trading restrictions, including both pre-clearance procedures and blackout periods during which they are restricted from transacting in Textron securities. This policy includes the hedging and pledging restrictions described above, with respect to members of our Board, and under “Compensation Discussion and Analysis–Anti-Hedging and Pledging Policy,” with respect to employees subject to the policy. In addition, certain designated Textron employees who regularly have access to material-non-public information are subject to the blackout periods imposed by the policy. Repurchases of Textron stock by the Company pursuant to our share repurchase program are conducted by our Treasury department under the supervision of our Chief Financial Officer and in consultation with the legal department.

We believe our policies and procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

A copy of our Policy on Trading in Textron Securities was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 28, 2024.

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The following table sets forth information regarding the beneficial ownership of our common stock as of January 2, 2025, unless otherwise noted, by:

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options that are exercisable, or restricted stock units that will vest, within 60 days of January 2, 2025, and shares held for the executive officers by the trustee under the Textron Savings Plan, are considered outstanding and beneficially owned by the person holding the option or unit or participating in the Plan but are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Each shareholder listed below has sole voting and investment power with respect to the shares beneficially owned, except in those cases in which the voting or investment power is shared with the trustee or as otherwise noted.

* Less than 1% of the outstanding shares of common stock.

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Mr. Connor, 51,248 shares; Mr. Donnelly, 179,109 shares; Ms. Duffy, 17,015 shares; and Mr. Lupone, 21,842 shares.

DELINQUENT SECTION 16(A) REPORTS

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires Textron’s directors, executive officers and controller (“reporting persons”), to file reports of ownership and changes in ownership of our securities on Forms 3, 4 and 5 with the Securities and Exchange Commission. We have procedures in place to assist our reporting persons in preparing and filing these reports on a timely basis.

Based solely upon a review of copies of such reports or written representations of the reporting persons that no Form 5 was required, we believe that all required forms were timely filed for the 2024 fiscal year, except for one Form 4 on behalf of our Board member, James L. Ziemer, which was filed one day late on April 5, 2024. The Form 4 did not involve a transaction in Textron common stock, but was required to report receipt of dividend equivalents on stock units received pursuant to Textron’s Deferred Income Plan for Non-Employee Directors.

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The Audit Committee of the Board of Directors has furnished the following report on its activities:

The committee reviewed and discussed the audited consolidated financial statements and the related schedule in the Annual Report referred to below with management. The committee also reviewed with management and the independent registered public accounting firm (the “independent auditors”) the reasonableness of significant judgments, including critical audit matters, and the clarity of disclosures in the financial statements, the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the committee by applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission. In addition, the committee discussed with the independent auditors the auditors’ independence from management and the Company. This discussion included the matters in the written disclosures and the letter from the independent auditors required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the audit committee concerning independence and considered the possible effect of non-audit services on the auditors’ independence.

The committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits and met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, including internal controls over financial reporting, and the overall quality of the Company’s financial reporting. The committee also reviewed the Company’s compliance program. Eight committee meetings were held during the year.

In reliance on the reviews and discussions referred to above, the committee recommended to the Board of Directors that the audited consolidated financial statements and the related schedule be included in the Annual Report on Form 10-K for the fiscal year ended December 28, 2024, to be filed with the Securities and Exchange Commission. The committee also reported to the Board that it had selected Ernst & Young LLP as the Company’s independent auditors for 2025 and recommended that this selection be submitted to the shareholders for ratification. In determining whether to reappoint Ernst & Young LLP as the Company’s independent auditor, the committee took into consideration a number of factors, including the quality of the committee’s ongoing discussions with Ernst & Young LLP and an assessment of the professional qualifications and past performance of the lead audit partner and Ernst & Young LLP.

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The Organization and Compensation Committee of the Board of Directors has furnished the following report:

The Committee reviewed the Compensation Discussion and Analysis to be included in Textron’s 2025 Proxy Statement and discussed that Analysis with management.

Based on its review and discussions with management, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in Textron’s 2025 Proxy Statement and Textron’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024.

This report is submitted by the Organization and Compensation Committee.

TEXTRON 2025 PROXY STATEMENT     21

EXECUTIVE SUMMARY

Key 2024 Performance Highlights

In 2024, Textron’s revenues were $13.7 billion, up $19 million compared to the previous year. Segment profit was $1.2 billion, down $127 million from 2023. Backlog at the end of 2024 increased $4 billion to $17.9 billion, compared to $13.9 billion at the end of 2023.

Our operating results were adversely impacted by a strike at our Textron Aviation segment initiated on September 21, 2024 by the International Association of Machinists and Aerospace Workers District 70, Local Lodge 774. On October 20, an agreement was reached on a new five-year labor contract. As a result, revenues and profit for the second half of 2024 were unfavorably impacted due to delayed aircraft deliveries and manufacturing inefficiencies associated with the labor disruption and the recovery of operating activities.

At the Industrial segment, we experienced lower revenues and profit in 2024, largely resulting from a decline in demand in our end markets for Textron Specialized Vehicles products. We are in the process of conducting a strategic review of our powersports product line.

The ramp up of the Future Long Range Assault Aircraft (FLRAA) program at our Bell segment contributed to a 14% growth in Bell’s revenues for the year. In the second half of the year, Bell was awarded contracts totaling approximately $3.0 billion for this phase of the program. Bell’s added backlog contributed to a total company backlog increase of $4.0 billion, 29%, to $17.9 billion at the end of 2024. This backlog increase included growth of $676 million at the Textron Aviation segment, reflecting steady customer demand supported by new products, and $644 million at the Textron Systems segment, which included new contract awards for the Ship-to- Shore Connector program.

Financial highlights for 2024 also include:

Business highlights for 2024 include:

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Overview of 2024 Executive Compensation Decisions and Results

Key compensation decisions and results for 2024 include the following:

TEXTRON 2025 PROXY STATEMENT     23

Executive Compensation Highlights

The following summarizes key aspects of our executive compensation program for the NEOs:

Compensation Philosophy

Textron’s compensation philosophy establishes target total direct compensation with reference to a talent peer group median and ties a substantial portion of our executives’ compensation to performance against objective business metrics and stock price performance. This approach helps us to recruit and retain talented executives, incentivizes our executives to achieve desired business goals and aligns their interests with the interests of our shareholders.

2024 Compensation Program Components

Total direct compensation for Textron’s executives, including the NEOs, consists of base salary, annual incentive compensation and long-term incentive compensation. Our annual incentive compensation program is designed to reward performance against annual business metrics established by the Committee at the beginning of each year and is payable in cash.

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Our long-term incentive compensation program is directly linked to stock price through three award types: performance share units (“PSUs”), restricted stock units (“RSUs”) and stock options. PSUs represent 50% of long-term incentives awarded to our NEOs and are earned based on performance against financial metrics set by the Committee measured over a three-year performance period. The three-year financial metrics currently used for our PSUs are Average Return on Invested Capital (weighted at 50%), Cumulative Manufacturing Cash Flow (weighted at 30%), and relative Total Shareholder Return (“TSR”) compared to the S&P 500 (weighted at 20%). PSUs are typically settled in cash based upon our stock price at the end of the three-year performance cycle, but, in the Committee’s discretion, can be settled in shares of common stock, cash, or a combination of both.

Our annual and long-term incentive compensation programs for 2024 are summarized in the following table:

OVERVIEW AND OBJECTIVES OF EXECUTIVE COMPENSATION PROGRAM

The objectives of Textron’s compensation program for executive officers are:

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To achieve these objectives, the Committee uses the following five guidelines for designing and implementing executive compensation programs at Textron:

		Target total direct compensation should be set in reference to the median target total direct compensation of a talent peer group
		Incentive compensation payout should be higher than target compensation when Textron performs well and lower if Textron underperforms
		Performance metrics should align interests of executives with long-term interests of shareholders
		Compensation programs should not incentivize executives to conduct business in ways which could put the Company at undue risk
		Indirect compensation should provide the same level of benefits given to other salaried employees

TARGET DIRECT COMPENSATION

How Does the Committee Establish Target Direct Compensation?

Target total direct compensation consists of three components: (i) base salary, (ii) target annual incentive compensation and (iii) target long-term incentive compensation. In establishing target pay, the Committee addresses each component with reference to a talent peer group median and makes its determinations based on individual responsibilities, complexity of position versus that of the market benchmarks, performance, experience, and future potential. The target incentive compensation components generally are established as a percentage of base salary, varying for each NEO. The objectives of the three components are as follows:

How Does the Committee Select the Talent Peer Group?

The Committee references a “talent” peer group of companies, recommended by its independent compensation consultant, and reviewed and approved by the Committee annually, as part of its process in establishing target direct compensation for each NEO. For its 2023 review of the talent peer group, the compensation consultant evaluated current and potential peer companies using the following factors: size appropriateness, based upon then current revenue and market capitalization, industry and business fit, global reach, and whether the company uses Textron as a peer company for compensation purposes. The Committee also considers changes that may occur at peer companies due to mergers and acquisitions and/or spin-off activities. The compensation consultant’s review and discussions with management resulted in recommended changes to the 2023 talent peer group, referenced in setting target direct compensation for 2024. The Committee approved the recommendation to add

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Howmet Aerospace Inc., Huntington Ingalls Industries Inc., and TransDigm Group to the 2023 talent peer group and to remove The Goodyear Tire & Rubber Company, KBR, Inc., and Terex Corporation. These changes to the talent peer group increased the number of aerospace and defense companies in the peer group, while decreasing the companies in other industries, to better align the talent peer group with Textron’s current and expected future business focus.

The table below lists the 2023 talent peer group companies and Textron showing fiscal 2022 revenues. The 2023 talent peer group was referenced in setting target direct compensation for 2024.

2023 Talent Peer Group

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How did the Committee Make 2024 Target Direct Compensation Decisions?

Prior to making decisions on compensation, the Committee reviewed the following items:

Additionally, the CEO provided input to the Committee regarding compensation decisions for NEOs other than himself, including his assessment of each individual’s responsibilities and performance, the complexity of their position against market benchmarks, their experience and future potential. In approving 2024 target direct compensation, the Committee considered the CEO’s input, as well as the benchmarking data, and made its own assessment of competitive pay and performance.

The Committee’s philosophy with respect to the CEO has been to provide target total direct compensation for Mr. Donnelly at levels generally competitive with market median, with more recent pay levels in excess of market median in recognition of his longer tenure and leadership contributions. In addition, the Committee has placed greater emphasis on increases in Mr. Donnelly’s long-term incentive compensation, which is tied to the Company’s stock price performance and, with respect to PSUs, is heavily performance-based, in order to align his interests with our shareholders’ interests. This approach has resulted in a pay mix that is in close alignment with talent peer group practices which also emphasize long-term incentive pay.

After a review of Mr. Donnelly’s performance, the benchmarking study and the supplemental benchmarking data and analysis described above, the market data, the Company’s 2023 above-plan financial results despite a challenging business environment, and relative TSR performance, the compensation consultant recommended, and the Committee determined, to increase his target total direct compensation by approximately 5.2%. The increase consisted of a 4.4% market adjustment in his base salary and a 5.4% increase in target long-term incentive compensation from $13 million to $13.7 million. These increases resulted in 2024 target total direct compensation for Mr. Donnelly of less than 10% above the market median of the talent peer group, based upon the 2023 benchmarking study.

In addition, after considering the factors described above, the Committee determined to increase 2024 base salaries for each of the other named executive officers. Mr. Connor’s base salary was increased by 4.3%, and Mr. Lupone and Ms. Duffy’s base salaries were increased by 4.4% and 7.1%, respectively. The Committee did not increase annual and long-term incentives as a percentage of base salary for Mr. Connor, Mr. Lupone, or Ms. Duffy, so each of their target incentive dollar amounts increased only as a result of their base salary increases.

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What is the Target Direct Compensation for Our Executives?

The following table shows 2024 target total direct compensation, along with the target for each component of target total direct compensation, for Textron’s NEOs as established by the Committee at its January 2024 meeting:

2024 Target Pay Mix

				CEO Target Pay Mix	NEO Target Pay Mix (Excluding CEO)
	Approximately 92% of our CEO’s pay mix and on average approximately 76% of our other NEOs’ pay mix is tied to Company performance, including stock price performance (“at-risk”).

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2024 INCENTIVE COMPENSATION TARGETS, PAYOUTS AND PERFORMANCE ANALYSIS

Setting Targets for 2024 Performance Metrics

The Committee relies on Textron’s Annual Operating Plan (“AOP”) in setting financial performance targets for short and long-term incentive compensation. The AOP, which is prepared toward the end of each fiscal year for the following three fiscal years, includes financial plans and targets and key assumptions for each segment. At its December meeting, the Board of Directors reviews and approves the AOP, subject to adjustment for certain year-end items. The Committee approves targets for the performance metrics included in Textron’s incentive compensation programs in January based upon the finalized AOP.

2024 Annual Incentive Compensation Performance Metrics

The performance metrics for the 2024 annual incentive compensation program focused on profitability, measured by enterprise net operating profit (weighted at 60%), manufacturing cash flow (weighted at 35%), and environmental, social and governance performance (weighted at 5%).

The net operating profit metric focused executives on improving execution in order to increase profit margin consistent with our expectations of our end markets. The 2024 net operating profit target was approximately 8% higher than the 2023 target and 4.3% higher than the 2023 actual performance.

The manufacturing cash flow metric focused executives on improving operational efficiency and sustaining the strength of the balance sheet. The cash flow target established by the Committee for 2024 was approximately 10% lower than the previous year’s target and 18% below last year’s actual performance, largely due to the projected slower increase in customer deposits compared to the previous year and a higher level of investment to support new development programs, including planned investments in the FLRAA program at Bell.

Performance on environmental, social and governance (ESG) focused on the Company’s progress related to safety, sustainability, and an engaged, high-performing workforce. The Committee reviewed the Company’s progress related to these areas and determined the performance achieved based upon its qualitative assessment.

2024-2026 PSU Cycle Performance Metrics

Performance metrics for the 2024-2026 PSU cycle are unchanged from the prior year and consist of average Return on Invested Capital (ROIC) (weighted at 50%), Cumulative Manufacturing Cash Flow (weighted at 30%), and relative total shareholder return compared to the S&P 500 (weighted at 20%), all measured over the three-year performance period. The ROIC and cumulative manufacturing cash flow performance metrics were chosen by the Committee to align with key value drivers of our business and, together, are designed to incentivize our executives to make disciplined capital allocation decisions and to manage working capital, inventory and investments to generate returns and create value for our shareholders over the long term. The relative Total Shareholder Return metric maintains focus on stock performance as an important relative measure of Company performance.

Annual Incentive Compensation Payouts and Performance Analysis

As described in Key 2024 Performance Highlights on page 22, Textron’s 2024 performance was below target for both the profitability and cash flow metrics, largely due to the impact of the strike at Textron Aviation as well as difficult end markets in our Industrial segment. The formula for determining 2024 annual incentive compensation payouts for executive officers and the resulting percentage earned are detailed below:

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2024 Annual Incentive Compensation Calculation
($ in millions)

In determining a 5% payout for environmental, social and governance, the Committee evaluated the Company’s progress with respect to safety, sustainability, and an engaged, high-performing workforce. The Committee assessed the Company’s performance at 100% of target, noting particularly strong improvements in sustainability, which supports our “Achieve 2025 Sustainable Operations Goals” as disclosed in our “2023 Corporate Responsibility Report”.

Annual incentive compensation targets and payouts for 2022, 2023 and 2024 for each NEO are shown below:

Annual Incentive Compensation Targets and Payouts

Prior Year Performance Analysis

As it does each year, the Committee conducted a comparative analysis of the annual incentive compensation paid to Textron’s CEO in 2024, with respect to 2023. The Committee compared Textron’s year-over-year operating performance for 2023, relative to the annual incentive compensation paid to the talent peer group companies’ CEOs compared to the year-over-year operating performance of the peer group companies. While exactly comparable data was not available for all peer companies, indicative comparisons were made using publicly reported GAAP operating cash flows and pre-tax earnings from continuing operations. The Committee’s comparative analysis confirmed the strong correlation between Textron’s annual incentive compensation payouts and its performance relative to the talent peer companies.

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Long-Term Incentive Compensation Payouts and Performance Analysis

2022-2024 Performance Share Units

Payouts for the 2022-2024 PSU cycle were based upon performance for the three-year period against metrics established by the Committee at the time the PSUs were granted. Performance metrics for the 2022-2024 PSU cycle consisted of average Return on Invested Capital (ROIC), Cumulative Manufacturing Cash Flow, and relative Total Shareholder Return compared to the S&P 500, all measured over the three-year performance period.

As described above, the ROIC and Cumulative Manufacturing Cash Flow performance metrics were chosen by the Committee to align with key value drivers of our business and, together, are designed to incentivize our executives to make disciplined capital allocation decisions and to manage working capital, inventory and investments to generate returns and create value for our shareholders over the long term. The three-year targets established by the Committee for the 2022-2024 PSU cycle for each of these financial metrics were based upon the AOP approved in December 2021 during uncertain global economic and market conditions. At that time, we anticipated a gradual end to COVID-19 disruptions and a moderate economic recovery over the next three-year period with the pandemic continuing to have a impact on our businesses and financial results over the three-year performance period. Actual performance reflects the positive impact of the Company’s continued investments in new products and programs, and the management of ongoing global supply chain and labor challenges to deliver products and services to our customers.

The Company’s actual performance achieved against the threshold, target and maximum levels set for the metrics included in the 2022-2024 PSU cycle, and the resulting percentage of PSUs earned by the NEOs, are detailed below:

2022–2024 Performance Share Unit Calculation
($ in millions)