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. )

TEXTRON INC.

(Name of Registrant as Specified In Its Charter)

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

2022 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Wednesday, April 27, 2022, at 11 a.m. virtually at www.virtualshareholdermeeting.com/TXT2022

Textron’s Global Network of Businesses

	TEXTRON AVIATION Textron Aviation is home to the Beechcraft®, Cessna®and Hawker® aircraft brands and continues to beis a leader in general aviation through two principal lines of business: aircraft and aftermarket. Aircraft includes sales of business jet, turboprop and piston aircraft, as well as special mission and military aircraft. Aftermarket includes commercial parts sales, maintenance, inspection and repair services.
	BELL Bell is a leading supplier of helicopters and related spare parts and services. Bell is the pioneer of the revolutionary tiltrotor aircraft. Globally recognized for world-class customer service, innovation and superior quality, Bell’s global workforce serves customers flying Bell aircraft in more than 130 countries.
	INDUSTRIAL Our Industrial segment offers two main product lines: fuel systems and functional components produced by Kautex; and specialized vehicles such as golf cars, recreational and utility vehicles, aviation ground support equipment and professional mowers, manufactured by Textron Specialized Vehicles businesses.
	TEXTRON SYSTEMS Textron Systems’Systems' businesses provide innovative solutionsdevelop and integrate products and services for U.S. and international military, government and commercial customers to thesupport defense, aerospace and general aviation markets.other customer missions. Product linesand service offerings include unmanned aircraft systems, electronic systems and solutions, advanced marine craft, piston aircraft engines, armored and specialty vehicles intelligent software solutions, piston engines, simulation, training and other defense and aviation mission support products and services.
	FINANCE Our Finance segment, operated by Textron Financial Corporation (TFC), is a commercial finance business that provides financing solutions for purchasers of Textron products, primarily Textron Aviation aircraft and Bell helicopters. For more than five decades, TFC has played a key role for Textron customers around the globe.

NOTICE OF ANNUAL MEETING

To the Shareholders of Textron Inc.:

The 2020 annual meeting2022 Annual Meeting of shareholdersShareholders of Textron Inc. will be held on Wednesday, April 29, 202027, 2022 at 11:0011 a.m., Eastern time. To support the health and well-being of our employees and shareholders, this year’s meeting will be held virtually via a live audio webcast at www.virtualshareholdermeeting.com/TXT2022. Shareholders will not be able to attend the Company’s principal executive office located at 40 Westminster Street, Providence, Rhode Island formeeting in person. At the following purposes: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 29, 202027, 2022
	To approve Textron’s executive compensation on an advisory basis;		11:00 a.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 2020; and2022;		Textron Inc.Virtual Meeting Site:
		40 Westminster Streetwww.virtualshareholdermeeting.com/TXT2022 Providence, Rhode Island 02903
	If properly presented at the meeting, to consider and act upon a shareholder proposal, set forth beginning on page 56 in the accompanying proxy statement, which is opposed by the Board of Directors; and
	ToTo transact any other business as may properly come before the meeting or any adjournment or postponement of the meeting.

You areTo be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2022 using the 16-digit control number found on the proxy card, voting instruction form, Notice of Internet Availability of Proxy Materials, email or legal proxy, as applicable, sent or made available to shareholders entitled to vote all shares of common stock registered in your name at the close of business on March 2, 2020. If your shares are held in the name of your broker or bank and you wish to attend the meeting in person and vote your shares, your broker or bank must issue to you a proxy covering your shares.Annual Meeting.

As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 6, 2020,4, 2022, 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. This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting,Annual Meeting, and help conserve natural resources. 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 28, 2022. A list of shareholders entitled to vote at the 2020 annual meeting2022 Annual Meeting will be open to examination by any shareholderavailable for any purpose germane toviewing during the meeting, for ten days prior to the meeting, at Textron’s principal executive office, 40 Westminster Street, Providence, Rhode Island 02903.Annual Meeting.

By order of the Board of Directors,

E. Robert Lupone
Executive Vice President, General Counsel and Secretary

Providence, Rhode Island
March 6, 20204, 2022

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 atwww.proxyvote.com. or on the website address set forth on your proxy card or voting instruction form.			IN PERSONBY ATTENDING THE VIRTUAL MEETING Attend the virtual meeting toand vote in person.your shares during the meeting at www.virtualshareholdermeeting.com/TXT2022

IVTEXTRON 20202022 PROXY STATEMENT

TABLE OF CONTENTS

TEXTRON 20202022 PROXY STATEMENTV

VITEXTRON 20202022 PROXY STATEMENT

GENERAL

This proxy statement, which is first being made available to shareholders on or about March 6, 2020,4, 2022, 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 29, 2020,27, 2022, at 11:00 a.m. at the Company’s principal executive office, located at 40 Westminster Street, Providence, Rhode Island,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/TXT2022.

SHAREHOLDERS WHO MAY VOTE

All shareholders of record at the close of business on March 2, 2020February 28, 2022 will be entitled to vote. As of March 2, 2020,February 28, 2022, Textron had outstanding 227,645,495216,329,378 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 in person.meeting.

INTERNET AVAILABILITY OF PROXY MATERIALS

As permitted by the rules of the Securities and Exchange Commission, we are making our proxy materials available to shareholders primarily via the Internet, rather than mailing printed copies of these materials to shareholders. On March 6, 2020,4, 2022, 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.

This process is designed to expedite shareholders’ receipt of proxy materials, lower the cost of the annual meeting,Annual Meeting, and help conserve natural resources. 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.

VOTING

Shareholders of record may vote via the Internet or by using the toll-free telephone number listed on the proxy card. Please follow the instructions for Internet or telephone voting provided on the proxy card or Notice. Alternatively, if you received paper copies of the proxy materials by mail, you can vote by mail by following the instructions on the proxy card. If you vote via the Internet or by telephone, please do not return a signed proxy card. Shareholders who hold their shares through a bank or broker can vote via the Internet or by telephone if these options are offered by the bank or broker. If you received the proxy materials in paper form from your bank or broker, the materials include a voting instruction form so you can instruct the holder of record on how to vote your shares.

If voting by mail, please complete, sign, date and return your proxy card enclosed with the proxy statement in the accompanying postage-paid envelope. You can specify how you want your shares voted on each proposal by marking the appropriate boxes on the proxy card. If your proxy card is signed and returned without specifying a vote or an abstention on any proposal, it will be voted according to the recommendation of the Board of Directors on that proposal. That recommendation is shown for each proposal on the proxy card.

You also may vote in person at the meeting.If your shares are held induring the nameAnnual Meeting (up until the closing of your broker or bank andthe polls) by following the instructions available at www.virtualshareholdermeeting.com/TXT2022 if you wish to vote in person atattend the meeting, you must request your broker or bank to issue you a proxy covering your shares.meeting.

SAVINGS PLAN PARTICIPANTS

If you are a participant in a Textron savings plan with athe Textron stock fund as an investment option, when you vote via the Internet or by telephone, or your proxy card is returned properly signed, the plan trustee will vote your proportionate interest in the plan shares in the manner you direct, or if you vote by mail and make no direction, in proportion to directions received from the other plan participants (except for any shares allocated to your Tax Credit Account under the Textron Savings Plan which will be voted only as you direct). All directions will be held in confidence.

TEXTRON 20202022 PROXY STATEMENT     1

CHANGING OR REVOKING A PROXY

Whether voting by mail, via the Internet or by telephone, if you are a shareholder of record, you may change or revoke your proxy at any time before it is voted by submitting a new proxy with a later date, voting via the Internet or by telephone at a later time, delivering a written notice of revocation to Textron’s Secretary, or voting in person atduring the meeting. If your shares are held in the name of your broker or bank, you may change or revoke your voting instructions by contacting the bank or brokerage firm or other nominee holding the shares or by obtaining a legal proxy from such institution and voting in person atduring the annual meeting.Annual Meeting.

REQUIRED VOTE

A quorum is required to conduct business at the meeting. A quorum requires the presence, in person orincluding by proxy, of the holders of a majority of the issued and outstanding shares entitled to vote at the meeting. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of determining a quorum. A broker non-vote occurs when you fail to provide voting instructions to your broker for shares owned by you but held in the name of your broker and your broker does not have authority to vote without instructions from you.broker. Under those circumstances, your broker may be authorizedis allowed, but not required, to vote for you without your instructions on routine matters but is prohibited from voting without your instructions on non-routine matters. The ratification of independent registered public accountants is a routine matter on which your broker may vote your shares without your instructions. Non-routine matters include the election of directors, and the advisory vote to approve Textron’s executive compensation.compensation and the shareholder proposal. Those items for which your broker cannot vote result in broker non-votes. In order to ensure that your shares are voted on all proposals, we encourage you to return your voting instruction form or vote electronically or by telephone as soon as possible, even if you intend to attend the Annual Meeting.

Election of each of the nominees for director requires a vote of the majority of the votes cast at the meeting, which means that the number of shares voted “for” a nominee for director must exceed the number of shares voted “against” that nominee. Abstentions and broker non-votes are not counted for this purpose and will have no effect on the outcome of the election.

Approval of all other matters to be voted on at the meeting requires the affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote on the matter. Abstentions will have the same effect as votes “against” the proposal, and broker non-votes (when applicable) will have no effect on the outcome of the vote.

COSTS OF PROXY SOLICITATION

Textron pays the cost of this solicitation of proxies. Textron will request that persons who hold shares for others, such as banks and brokers, solicit the owners of those shares and will reimburse them for their reasonable out-of-pocket expenses for those solicitations. In addition to solicitation by mail, Textron employees may solicit proxies by telephone, by electronic means and in person, without additional compensation for these services. Textron has hired Alliance Advisors, LLC of Bloomfield, New Jersey, a proxy solicitation organization, to assist in this solicitation process for a fee of $16,000,$16,500, plus reasonable out-of-pocket expenses.

CONFIDENTIAL VOTING POLICY

Under Textron’s policy on confidential voting, individual votes of shareholders are kept confidential from Textron’s directors, officers and employees, except for certain specific and limited exceptions. Comments of shareholders written on proxies or ballots are transcribed and provided to Textron’s Secretary. Votes are counted by Broadridge Financial Solutions, Inc. and certified by an independent Inspector of Election.

ATTENDING THE MEETING

If

The live audio webcast of the Annual Meeting will begin promptly at 11:00 a.m. Eastern Time. 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 shares are held in the name of your bank or broker anddevice’s audio system. We encourage you plan to attendaccess the meeting please bring proofin advance of ownership with you to the meeting. A bank or brokerage account statement showing that you owned voting stock of Textron on March 2, 2020 is acceptable proof to obtain admittance to the meeting. If you are a shareholder of record, no proof of ownership is required. All shareholders or their proxies should be prepared to present government-issued photo identification upon request for admission to the meeting.designated start time.

2      TEXTRON 20202022 PROXY STATEMENT

To be admitted to the Annual Meeting virtually, you will need to log-in to www.virtualshareholdermeeting.com/TXT2022 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 contain a control number for attending the Annual Meeting, 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.

Beginning 15 minutes prior to, and during, the Annual Meeting, we will have support available to assist shareholders with any technical difficulties they may have accessing or hearing the virtual meeting. If you encounter any difficulty accessing, or during, the virtual meeting, please call the support team at the toll-free number on the virtual Annual Meeting log-in page which will be available beginning 15 minutes prior to the meeting.

You can view the Agenda and the Rules of Conduct for the Annual Meeting after you log-in to the virtual meeting website at www.virtualshareholdermeeting.com/TXT2022. Shareholders may submit questions related to the Company’s business or governance or related to the items of business set forth on the Agenda beginning fifteen (15) minutes prior to, and during, the Annual Meeting at www.virtualshareholdermeeting.com/TXT2022. The Rules of Conduct will also be available beginning five days prior to the Annual Meeting (on or prior to April 22, 2022) at www.proxyvote.com.

A webcast playback of the Annual Meeting will be available at www.virtualshareholdermeeting.com/TXT2022 within approximately 24 hours after the completion of the meeting. If any shareholder questions that comply with the Rules of Conduct are submitted but not answered during the meeting, we will post responses to those questions with the Annual Meeting materials on Textron’s website, www.textron.com, under “Investors.”

TEXTRON 2022 PROXY STATEMENT     3

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 backgrounds 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 our current Board members 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 20202022 annual meeting, ten directors are to be elected to hold office until the 20212023 annual meeting and until their successors have been elected and qualified. AllNine of our ten nominees are currently Textron directors. Lionel L. Nowell III, who was recommended by a third-party search firm, wasdirectors, and Richard F. Ambrose has been appointed as a director by the Board, effective JanuaryApril 1, 2020.2022, in anticipation of the vacancy which will result when Paul E. Gagné, a director since 1995, retires from our Board effective as of the Annual Meeting in accordance with our retirement policy. Mr. Ambrose 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 most 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,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,Annual Meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee designated by the present Board. Both Lawrence K. Fish, a director since 1999, and Lloyd G. Trotter, a director since 2008, will be retiring from our Board effective as of the annual meeting in accordance with our retirement policy. At that time, the Board intends to reduce the number of directors of the Company to ten.

Our Nominating and Corporate Governance Committee and our Board have determined that each of our directorsnominees 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 considering diversity in 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. During its recent refreshment process, increasingIncreasing the diversity of the Board, wasincluding with respect to gender and racial/ethnic diversity, is a significant focus in developing the pool from which we identifiedidentify qualified director candidates. candidates, and the Committee has advised its third-party search firm that it prioritizes enhancing the Board’s diversity.

Our Board provides diverse and independent oversight, with director tenure that balances institutional knowledge with fresh perspectives, as illustrated below:

Gender DiversityNumber of Independent Directors	Balanced Tenure	Number ofGender/Racial/Ethnic Independent DirectorsDiversity

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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, 58,60, 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		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
			Mr. Ambrose, 63, recently retired 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 Manger of the Space Systems Division at Hughes Information Systems (which merged with Raytheon C3I Systems in 1997).
	Kathleen M. Bader Director Since 2004		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, 69,71, 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 previously served as a director of Tyson Foods, Inc., from 2011 to 2015. She also served for seven years on President Bush’s Homeland Security Advisory Council.

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TEXTRON 2020 PROXY STATEMENT     5

	Paul E. Gagné Director Since 1995    Lead Director		Experience, Qualifications, Attributes and Skills •  Significant executive management and financial management experience •  Expertise in corporate strategic planning and risk management •  Considerable experience with Canadian business opportunities and practices and other international business opportunities •  Audit Committee Financial Expert
			Mr. Gagné, 73, is the retired Chairman of Wajax Corporation, a leading Canadian distributor and support service provider of mobile equipment, industrial components and power systems, a position he had held from 2006 until his retirement in 2018. He previously was President and Chief Executive Officer of Avenor Inc., a publicly-traded Canadian forest products company, serving in that capacity from 1991 until November 1997, when he left the company. In 1998, Mr. Gagné joined Kruger Inc., a Canadian privately held producer of paper and tissue, as a consultant in corporate strategic planning, serving in that capacity until December 2002. He is also a director of Norbord Inc. (formerly, Ainsworth Lumber Co. Ltd.) since 2011, and he previously served as a director of CAE Inc. from 2006 through 2017.
Ralph D. Heath       Director Since 2017			Experience, Qualifications, Attributes and Skills •  Extensive expertise in developing and growing business within the aerospace and defense industry •  Deep understanding of working with the Department of Defense, including government defense program management •  Significant experience in international business development in aerospace and defense markets •  Audit Committee Financial Expert
			Mr. Heath, 71,73, is the retired Executive Vice President—Aeronautics of Lockheed Martin Corporation, a global security and aerospace company. He joined Lockheed in 1975 and became Executive Vice President & Chief Operating Officer, Aeronautics in 1999 until his appointment in 2002 as Executive Vice President & General Manager, F-22 Raptor Program. In 2005, he became Executive Vice President—Aeronautics, a role he held until his retirement in 2012. During his tenure, Mr. Heath led the revitalization of the C-130 program, international expansion of the F-16 program, and the development and delivery of the F-22 and F-35 fighter aircraft. Mr. Heath served on the Board of Directors of Hawker Beechcraft from 2013-2014, prior to Textron’s acquisition of the Beechcraft business.

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	Deborah Lee James Director Since 2017		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, 61,63, 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 as a directorjoined the board of directors of Unisys Corporation sincein 2017.

	Lionel L. Nowell III Director Since 2020		Experience, Qualifications, Attributes and Skills •  Deep expertise in treasury functions, including debt, investments, capital markets strategies, foreign exchange and insurance •  Significant experience in financial reporting and accounting of large international businesses •  Extensive global perspective in risk management and strategic planning •  Audit Committee Financial Expert
			Mr. Nowell, 65,67, is the retired Senior Vice President and Treasurer of PepsiCo, Inc., a worldwide food and beverage company, where he managed a global staff with responsibility for the company’s worldwide Treasury function. He joined PepsiCo in 1999 as Senior Vice President and Corporate Controller, and from 2000-2001 served as the Executive Vice President and Chief Financial Officer of Pepsi Bottling Group, Inc. before being named Senior Vice President and Treasurer of PepsiCo in 2001, a role he held until his retirement in 2009. Prior to PepsiCo, Mr. Nowell served as Senior Vice President, Strategy and Business Development at RJR Nabisco from 1998 to 1999 and from 1991 to 1998, he held various senior financial roles at the Pillsbury division of Diageo plc, including Chief Financial Officer of its Pillsbury North America, Pillsbury Foodservice and Häagen-Dazs businesses. Earlier in his career, he held finance roles at Pizza Hut, which at the time was a division of PepsiCo, and Owens Corning. Mr. Nowell has served as a director of American Electric Power Company sincefrom 2004 and does not plan to stand for re-election at its April 2020 annual meeting.2020. He also serveshas served as a director of Bank of America Corporation (since 2013)since 2013, as its Lead Director since 2021, and as a director of Ecolab Inc. (since 2018).since 2018.

	James L. Ziemer Director Since 2007		Experience, Qualifications, Attributes and Skills •  Extensive expertise in establishing brand equity worldwide •  Leadership experience in fostering outstanding customer satisfaction and loyalty •  Significant experience with the captive finance business model
			Mr. Ziemer, 70,72, was the President and Chief Executive Officer and a director of Harley-Davidson, Inc. until his retirement in April 2009. Harley-Davidson, Inc. is the parent company for the group of companies doing business as Harley-Davidson Motor Company which design, manufacture and sell motorcycles and related parts and accessories, and Harley-Davidson Financial Services, which provides related financing and insurance. Mr. Ziemer had been a director of Harley-Davidson, Inc. since December 2004 and was named President and Chief Executive Officer in April 2005. He previously served as Vice President and Chief Financial Officer of Harley-Davidson from December 1990 to April 2005 and President of the Harley-Davidson Foundation, Inc. from 1993 to 2006. Mr. Ziemer is also a director of Thor Industries, Inc. (since 2010).

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

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GOVERNANCE HIGHLIGHTS

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

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DIRECTOR INDEPENDENCE

The Board of Directors has determined that Mses. Bader, James and Zuber and Messrs. Ambrose, Clark, Conway, Fish, Gagné, Heath, Nowell Trotter 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 2019,2021, the Textron Charitable Trust made a $20,000$15,000 donation to The Marine Corps UniversityWarriors & Quiet Waters Foundation, an organization for which Mr. Conway serves as Chairman,a director, and a $20,000 donation to the Semper Fi Wounded Warrior Fund, an organization for which Mr. Conway’s wife serves as Board Vice President. In addition, the Board considered that, in 2019,2021, the Textron Charitable Trust made 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 either director’s 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. The Board has committed to review, at least once every two years, whether combining these positions serves the best interests of Textron and its shareholders.

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. GagnéClark 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 2019,2021, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.

TEXTRON 2022 PROXY STATEMENT     11

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

10      TEXTRON 2020 PROXY STATEMENT

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 self-evaluation.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. Beginning in 2022, the questionnaire will include 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 4. 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 provides a rating below the mid-point of the response range. 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 2019,2021, the Board of Directors held six regular meetings and one special meeting.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 attended the 20192021 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.

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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. The primaryKey responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2019.2021. In addition, the Board of Directors and these committees are actively engaged in oversight of our enterprise risk management process and in 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
Kathleen M. Bader
R. Kerry ClarkClark*
James T. Conway
Lawrence K. Fish
Paul E. Gagné*
Ralph D. Heath
Deborah Lee James
Lionel L. Nowell III
Lloyd G. Trotter
James L. Ziemer
Maria T. Zuber

Member

Chair

Audit Committee Financial Expert

* Lead Director

TEXTRON 2020 PROXY STATEMENT     11

The Board has determined that each member of the Audit Committee is independent as defined for audit committee members inunder the listing standards of the New York Stock Exchange.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. Clark, Mr. Gagné, Mr. Heath and Mr. Nowell each are “audit committee financial experts” under the criteria adopted by the Securities and Exchange Commission.

TEXTRON 2022 PROXY STATEMENT     13

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.

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14      TEXTRON 2022 PROXY STATEMENT

See the Compensation Discussion and Analysis (CD&A) beginning on page 2124 for more information on the Organization and Compensation Committee’s processes and the role of management and consultants 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, Mr. Conway, Mr. GagnéNowell and Mr. Ziemer comprise the Executive Committee, which did not meet during 2019.2021.

RISK OVERSIGHT

The Board oversees the Company’s enterprise risk management process.(“ERM”) process which is designed to identify risks throughout 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, senior management and the Audit Committee, as appropriate. Management reviews the results of the quarterly risk assessment, including any new material risks or significant changes in key risks, with the Audit Committee each quarter. In addition, management reviews the process, including identification of key risks and steps taken to address them, with the full Board on a periodic basis. These reviews occur at an annual dedicated risk management session, and as part ofERM risks also are identified and discussed during the Board’s annual review of the Company’s strategy.

Although the full Board is responsible for this oversight function, the Organization and Compensation Committee, the Nominating and Corporate Governance Committee and the Audit Committee assist the Board in discharging its oversight duties.

The Organization During the past year, each of the committees held a number of meetings to oversee and Compensation Committee reviewsassess risks related to the subject matters enumerated in its charter, including risks associated with the Company’s compensation programs, to provide incentive compensation arrangements for senior executives that do not encourage inappropriate risk taking. The Nominating and Corporate Governance Committee considers risks related to the subject matters for which it is responsible as identified in its charter, includingtheir respective charters. Among other topics, the Organization and Compensation Committee received reports on and discussed risks related to the Company’s compensation programs and organizational development and talent diversity, 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 corporate governance.certain environmental, social and governance matters. Similarly, the Audit Committee discussesheld a number of sessions with management and the independent auditor, as appropriate, (i) risks related to its dutiesreview and responsibilities as described in its charter, (ii)provide feedback on management’s policies and processes for risk assessment and risk management, including with respect to cybersecurity risks, and (iii) in the period between the Board’s risk oversight reviews, 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 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. An ESG update is on the agenda for each Nominating and Corporate Governance Committee meeting, and the Committee addresses specific 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 both legal, ethics and compliance matters and environmental, health and safety matters at each Audit Committee meeting. The Organization and Compensation Committee has oversight of management succession, talent development and diversity, equity and inclusion efforts. The Audit Committee and the full Board are also directly engaged with ESG risk management program.areas through our ERM program 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 program and reviewed with the Audit Committee and the Board, in accordance with the ERM process outlined above.

TEXTRON 20202022 PROXY STATEMENT     1315

CORPORATE GOVERNANCE GUIDELINESRESPONSIBILITY AND POLICIESSUSTAINABILITY

Textron’s

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

Each year we publish a Corporate Governance GuidelinesResponsibility Report which highlights the actions we have taken during the past year in these and Policies, originally adoptedother environmental, social and governance focus areas. Beginning in 1996 and most recently revised in February 2020, 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 in September 2010, 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 directors2022 with respect to their responsibilities as members of the 2021 fiscal year, the Company plans to provide disclosure in alignment with the Task Force on Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board of Directors. The Business Conduct Guidelines are posted on Textron’s website,www.textron.com, under “About—reporting frameworks.

Our Commitment—Ethics and Compliance/Business Conduct Guidelines,” and are alsoCorporate Responsibility Report is available in print upon request to Textron’s Secretary. We intend to post on our website at Textron.com/CorpResponsibility/corporate-responsibility-report. Information in the address specified above, any amendmentsCorporate 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 dedicated to corporate governance, executive compensation and corporate responsibility topics. In each of the past several years, we have contacted shareholders representing over 70% of our outstanding shares to hear their views and held an engagement call with each shareholder that accepted our invitation. Our core shareholder engagement team comprises senior members of our investor relations, corporate governance and executive compensation teams, supplemented by our Lead Director or Organization and Compensation Committee chair, 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.

Over the past year, in addition to receiving shareholder feedback related to our executive compensation program, as described on page 35, we had robust discussions with shareholders around various ESG topics, including actions we are taking to reduce our carbon emissions and energy use, our efforts in connection with various human capital issues, such as increasing employee diversity and improving workplace safety, as well as various governance matters. In response to feedback and questions from a number of investors, Textron plans to provide disclosure in alignment with the Task Force on Climate-Related Financial Disclosures and the Sustainability Accounting Standards Board reporting frameworks, beginning in 2022 with respect to the Business Conduct Guidelines or the grant2021 fiscal year. In addition, as requested by a number 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.our shareholders, we have posted Textron’s EEO-1 employee diversity data on Textron.com.

SHAREHOLDER COMMUNICATIONS TO THE BOARD

Shareholders or other interested parties wishing to communicate with the Board of Directors, the Lead Director, the non- managementnon-management directors as a group or with any individual director may do so by calling (866) 698-6655 (toll-free) or (401) 457-2269, 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

NomineesDirector 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 20212023 Annual Meeting” on page 55,58, 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. 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.

COMPENSATION OF DIRECTORS

During 2019,2021, for their service on the Board, non-employee directors were paid an annual cash retainer of $260,000 ($135,000$125,000 and, on the date of which was required to be deferred and paid in the form of2021 Annual Meeting, were issued stock-settled restricted stock units as discussed below).(“RSUs”), valued at $145,000. The RSUs will 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 isand the RSUs are prorated for directors who serve on the Board for a portion of the year.

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, respectively, an additional $15,000, $15,000 and $20,000, and the Lead Director received an additional $30,000.$35,000.

TEXTRON 2022 PROXY STATEMENT     17

For 2022, the additional retainer for the chair of the Nominating and Corporate Governance Committee has been increased to $20,000. In addition, Textron reimburses each director for his or her expenses in attending Board or committee meetings.

14      TEXTRON 2020 PROXY STATEMENT

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-bearinginterest bearing account which bears interest at a monthly rate that is one-twelfth of the greater of 8% and 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 Applicable Federal Rate as provided under Section 1274(d) of the Internal Revenue Code, or into an account consisting of Textron stock units, which are equivalent in value to Textron common stock. Textron credits dividend equivalents to the stock unit account. Directors were required to defer a minimum of $135,000 of their 2019 annual retainer into the stock unit account.

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 (Ms. Bader and Messrs. Clark Fish and Gagné) have been fully paid so there were no expenditures associated with these policies during 2019.2021. The directors 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.

Non-employee directors are eligible to receive awards granted under the Textron Inc. 2015 Long-Term Incentive Plan. Other thanIn addition to the RSUs described above, our current directors received a one-time grant of 2,000 shares of restricted stock (the “Restricted Shares”) received upon joining the Board, they currently do not receive any such awards.Board. The Restricted Shares do not vest until the director has completed at least five years of Board service and all successive terms of Board service to which he or she is nominated and elected or in the event of death or disability or a change in control of Textron. At its December 2021 meeting, the Board eliminated this one-time stock grant for new directors joining the Board after 2021. This change was recommended by the Nominating and Corporate Governance Committee after its annual review of director compensation, in light of the annual grant of RSUs now made to our independent directors and to better align with current practice at similar companies.

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.

Changes to Director Compensation Program for 2020

In December 2019, the Nominating and Corporate Governance Committee conducted its annual review of the type and amount of compensation paid to our non-employee directors for their service on our Board and its committees. The Committee considered the results of an analysis prepared by its independent compensation consultant, Semler Brossy Consulting Group, which included non-employee director compensation trends and data from Textron’s Talent Peer Group companies as well as companies included in the 2018-2019 NACD Annual Director Compensation Survey. After its review, the Committee recommended, and the Board approved, increasing the annual retainer for our non-employee directors for 2020 from $260,000 to $270,000, of which $145,000 will be in the form of equity, and increasing the Lead Director’s annual retainer from $30,000 to $35,000.

In addition, the Committee recommended, and the Board approved, issuing the equity portion of the annual Board retainer in the form of stock-settled restricted stock units (“RSUs”) rather than as deferred stock units under the Directors’ Deferred Income Plan (as described above). The RSUs will be issued annually on the date of the annual meeting, beginning with the 2020 annual meeting, and will vest in one year unless the director elects to defer settlement of the RSUs until the director’s separation from service on the Board. No changes were made related to the cash portion of the annual Board retainer or to the ability of directors to defer all or part of their cash compensation until retirement from the Board.

These changes are intended to align Textron’s program more closely with peer company practices. With regard to the increase in the annual retainer, the Board believes that modest, biennial increases are preferable to less frequent, larger increases which otherwise would be needed to keep pace with peer company levels.

TEXTRON 2020 PROXY STATEMENT     15

Director Compensation Table

The following table provides 20192021 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 38.39.

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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 retainer payable in cash. Toward this end, in 2019prior to 2020 we required all non-employee directors to defer a minimum of $135,000 of their annual retainer into the stock unit account of the DirectorsDirectors’ Deferred Income Plan.Plan and, beginning in 2020, each year on the date of our Annual Meeting, we issued RSUs to directors valued at $145,000. 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. We also have a stock retention policy restricting 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. As described above, RSUs will be issued to directors beginning in 2020 for the equity portion of their annual retainer. 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.

ANTI-HEDGING AND PLEDGING POLICY

Our directors are 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

16Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February 2022, 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 in September 2010, 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.

TEXTRON 20202022 PROXY STATEMENT19

The following table sets forth information regarding the beneficial ownership of our common stock as of January 1, 2020,2022, 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 1, 2020,2022, 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.

TEXTRON 2020 PROXY STATEMENT     17

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18TEXTRON 20202022 PROXY STATEMENT21

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. TenSeven 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 January 4, 2020,1, 2022, 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 20202022 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 20202022 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 20202022 Proxy Statement and Textron’s Annual Report on Form 10-K for the fiscal year ended January 4, 2020.1, 2022.

This report is submitted by the Organization and Compensation Committee.

20TEXTRON 20202022 PROXY STATEMENT23

EXECUTIVE SUMMARY

Key 20192021 Performance Highlights

During 2019, we achieved $1.27 billion inIn 2021, Textron's revenues increased 6% and segment profit on revenuesincreased 51%, compared with 2020, reflecting higher volume and pricing, along with performance improvements. Higher earnings and working capital improvements during the year resulted in a year-over-year increase of $13.63 billion, and our manufacturing businesses generated $960$636 million ofin net cash flows from operating activities from our manufacturing businesses. While most of continuing operations. We continued our strategy of investingcommercial businesses have not yet returned to 2019 pre-pandemic levels, we experienced a rebound in newcustomer demand in these businesses during 2021. Customer demand for our Textron Aviation aircraft products, with $647 million invested in research and development activities forparticular, increased throughout the year, along with $339 millionenabling the business to return to a more normalized and efficient manufacturing cadence, and resulted in capital expenditures. We returned $521 milliona $2.5 billion, 157%, increase in backlog. During the year, we have been impacted by ongoing pandemic-related global supply chain shortages and delays, as well as inflation, primarily in the Industrial segment, and we continue to our shareholdersmanage through share repurchases and dividend payments. Backlog increased 8% to $9.8 billion, which includes new contracts with the U.S. Governmentthese challenges.

Key financial highlights for spares and logistic support for the V-22 tiltrotor aircraft and the H-1 helicopter programs at the Bell segment.2021 include:

Business highlights of the yearfor 2021 include:

TEXTRON 2020 PROXY STATEMENT     21

2019 Shareholder Outreach and New 2020 Long-Term Incentive Compensation Program Design

Executive compensation decisions at Textron are made by our Board’s Organization and Compensation Committee (the “Committee”). One of the guiding objectives of Textron’s compensation program, as established by the Committee, is to align executive compensation with creating value for our shareholders. Therefore, the Board and the Committee take shareholder feedback and vote outcomes at our Annual Meeting seriously. In 2019, to obtain more direct input from our shareholders on our compensation program, we meaningfully increased our proactive shareholder outreach both before and after our 2019 Annual Meeting.

Prior to our 2019 Annual Meeting, we contacted most of our top 30 shareholders to discuss our executive compensation program. A Textron management team led by our Executive Vice President, Human Resources, and including our Vice President of Investor Relations, our Director of Executive Compensation and our Executive Counsel conducted engagement calls with shareholders representing approximately 21% of our outstanding shares. Our Lead Director was also involved in our outreach and participated on an engagement call with one of our larger shareholders. In addition, our Vice President of Investor Relations spoke to additional shareholders representing approximately 23% of our outstanding shares. In total prior to the Annual Meeting, we had direct discussions with shareholders representing approximately 45% of our outstanding shares.

During these calls, we communicated the Committee’s perspective with respect to our compensation program and invited feedback from our shareholders. Several shareholders expressed a preference for a greater emphasis on performance-based awards in our long-term incentive compensation program and indicated that a three-year performance period for the metrics in our performance share units (“PSUs”) would be preferable to the three one-year performance periods we have been using for these awards. In addition, some inquired about the use of the same performance metrics in both the annual and long-term incentive compensation programs.

In addition, in early 2019 and before our 2019 Annual Meeting, the Committee had initiated a rigorous Request-for-Proposals evaluation process with multiple firms to select its next independent compensation consultant in order to get a fresh, independent look at strategies that best align executive compensation with company performance and shareholder value. Following in-depth interviews and evaluations of several firms, the Committee chose a new consultant who was retained in July 2019.

In the five years prior to 2019, shareholder approval of our say-on-pay advisory votes was above 92% in each year, ranging from 92% to 95%. At our 2019 Annual Meeting, 55% of our shareholders approved our advisory say-on-pay vote on our 2018 executive compensation.

Following our 2019 Annual Meeting, we conducted an in-depth review of the company’s executive compensation program with the assistance of the Committee’s new independent compensation consultant. This review focused on our long-term incentive compensation program and included benchmarking competitive pay practices against peer companies, reviewing the efficacy of our program’s performance metrics in driving strategic business objectives and analyzing other potential long-term performance metrics.

The in-depth review of our executive compensation program identified several alternatives for program design. Before deciding upon design changes, the Committee sought to obtain additional shareholder input through a second round of discussions. In the latter half of 2019, we contacted shareholders representing approximately 52% of our outstanding shares to seek an opportunity to engage with them and hear their views on our executive compensation program. While some shareholders provided us with feedback that they did not believe a call was necessary, shareholders representing approximately 39% of our outstanding shares participated in engagement calls with our management team described above. The Committee Chair was also involved in this round of shareholder outreach and participated on an engagement call with one of our larger shareholders. On these calls, we heard the views of our shareholders on various aspects of our executive compensation program and specific input on potential changes to our long-term incentive compensation program. We also held calls with the two leading proxy advisory firms. Throughout this process, shareholder feedback was presented and discussed with the Committee and shared with our Board.

General compensation program themes that emerged from these shareholder discussions included:

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Because the Committee had made its determinations for the 2019 executive compensation program in January 2019, well before the Committee’s program review and our shareholder outreach, and the Committee did not wish to implement design changes retroactively, this review and the feedback from shareholders has informed the Committee’s strategy on program design for 2020.

After careful consideration of all shareholder feedback, industry practices and input from our executive team, the Committee has implemented a number of significant changes for the 2020 long-term incentive compensation program designed to address the shareholder preferences described above. In addition, the Committee has made several changes to align our program with peer company practice or to achieve objectives identified by the Committee. These changes are summarized in the following chart:

TEXTRON 2020 PROXY STATEMENT     23Overview of 2021 Executive Compensation Decisions and Results

Executive Compensation Highlights

The Committee receives regular briefings from its consultant on evolving best practices in executive compensation.

The following summarizes key aspects of our executive compensation program:

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24      TEXTRON 2020 PROXY STATEMENT

Compensation Philosophy

Textron’s compensation philosophy is to establish target total pay with reference to a talent peer group median and to tie a substantial portion of our executives’ compensation to performance against objective business goals 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.

2019

2021 Compensation Program Components

Total pay for Textron’s executives 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 goals established by the Committee at the beginning of each year and is payable in cash.

The 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 rewardissued in 2021 represent 50% of long-term incentives awarded to our NEOs and will be earned based on performance against annual business goalsfinancial metrics set by the Committee for each year ofas well as based on relative total shareholder return (“TSR”) compared to the S&P 500, all measured over a three-year performance period. The Committee then may use its negative discretion to decrease the payout basedthree-year financial metrics for 2021 long-term incentive compensation are Average Return on how Textron’s three-year total shareholder return (“TSR”) compares to a performance peer group.Invested Capital, weighted at 50%, and Cumulative Manufacturing Cash Flow, weighted at 30%, with relative TSR weighted at 20%. PSUs are payable in cash based upon our stock price.price at the end of the performance cycle.

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Our annual and long-term incentive compensation programs for 2021 are summarized in the following table:

Componentward Type Description At-Risk Compensation Annual Incentive Compensation Payouts

The two maino Target value and performance goals are set in the first quarter of each year o Enterprise-wide performance goals are determined by aggregating the goals for each of our business units which are set to focus the businesses primarily on generating profitability and cash flow, consistent with expected market conditions o Percentage earned (0% to 200%) is determined after the end of the fiscal year based upon the achievement of performance goals o Payout is subject to discretion based on the Committee's and Board's judgment Long-Term Incentive Performance Share Units 50% o Represent cash value of one share of common stock o Span a three-year performance period with vesting at the end of the third fiscal year o Percentage earned (0% to 200%) is based upon the achievement of performance goals set by the Committee for 2019—applicable to our annual incentive compensation program as well as to the PSUs under our long-term incentive compensation program—focused on profitability and cash flow, which are key business priorities for Textron.

For 2019, the annual incentive compensation program paid out at 93.7% of target for our executives, reflecting net operating profit performance that fell below the target established at the beginning of the year, partly offset by above target performance on cash flow and workforce diversity. PSUs awarded for the 2017–2019 performance cycle were subject to business goals set annually by the Committee during the three-year performance period and then subjecto Relative TSR benchmarked against the S&P 500 is used as one of the performance metrics in order to maintain focus on stock performance as a negative discretionary adjustment byrelative measure of company performance while improving program clarity o Incentivize achievement of Company performance goals over a sustained period in order to build shareholder value Restricted Stock Units 25% o Represent the Committee. Performance against these goals resultedright to receive one share of common stock upon vesting o Vest in full on the third anniversary of the grant date o Final value depends on the change in stock price over the vesting period o The Committee believes that RSUs help to retain executives because RSUs, unlike stock options, have value upon vesting even in a multiplier of 105.8%declining market Stock Options 25% o Provide value only if the stock price goes up during the 10-year term of the number of PSUs granted, however, the Committee applied a -40% discretionary reduction in light of a disappointing relative total shareholder return. This adjustment resultedoption, resulting in a final number of units paid of 63.5%direct incentive to increase Textron's stock price o Vest ratably over three years on each anniversary of the initial number of 2017–2019 PSUs granted.grant date

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:

1	Target total pay should be set in reference to the median target total pay of a talent peer group

2

Incentive compensation payout should be higher than target compensation when Textron performs well and lower if Textron underperforms

3

Performance goals should align interests of executives with long-term interests of shareholders

4

Compensation programs should not incentivize executives to conduct business in ways which could put the Company at undue risk

5

Indirect compensation should provide the same level of benefits given to other salaried employees

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TARGET PAY

How Does the Committee Establish Target Pay?

Target total pay 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 are established as a percentage of base salary, varying for each NEO. The objectives of the three components are as follows:

Component Objective Base Salary ●o Provide market-competitive fixed pay reflective of an executive’sexecutive's responsibilities, position, experience and performance At-Risk Compensation Target Annual Incentive ●o Focus executives on executing the Company’sCompany's short-term business goals Target Long-Term Incentive ●o Align executive compensation with increasing long-term shareholder value

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 approved by the Committee, as part of its process in establishing target pay for each NEO. The compensation consultant advised the Committee that revenue/market capitalization and industry/business fit are the most important factors in establishing this group of companies to provide appropriate references for target pay levels, followed by global reach and peer similarity, as well as availability of compensation data. SelectionPrimary selection criteria for the talent peer group used to set 20192021 compensation included:

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The table below lists the 20182020 talent peer group companies and Textron showing fiscal 20172019 revenues. The 20182020 talent peer group was referenced in setting target pay for 2019.2021.

2018

2020 Talent Peer Group

The 2019 talent peer group referenced in setting target pay for 2020 was changed to remove Rockwell Collins, Inc., due to its acquisition and to replace L3 Technologies, Inc. and Harris Corporation with L3Harris Technologies, Inc., the survivor of the merger of the two companies.

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How did the Committee Make 20192021 Target Pay 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 20192021 target pay, the Committee considered the CEO’s input and made its own assessment of competitive pay and performance.

In January 2019, the Committee considered Mr. Donnelly’s leadership performance as well as his extensive experience as CEO in its decision

The Committee’s philosophy has been to increase hisprovide target total direct compensation by approximately 5%, all delivered through his target long-term incentive compensation. This approach is consistent with the Committee’s philosophy of providing compensation opportunities that arefor our CEO at levels generally competitive with market median, throughtaking into consideration Mr. Donnelly’s longer tenure and leadership contributions. In addition, the Committee has placed greater emphasis on increases in incentive compensation.

The Committee considered Mr. Connor’s wide scope of responsibilities, including Information Technology, Investor Relations, Treasury, Internal Audit, Mergers and Acquisitions and Strategy in addition to the traditional finance function, and strong performance as well as his experience at Textron in increasing his target annual and target long-term incentive compensation, by 15 percentage pointswhich is tied to the Company’s stock price performance and, 25 percentage points, respectively (to 100% and 325% of his base salary)with respect to PSUs, is heavily performance-based, in order to align Mr. Donnelly’s interests with our shareholders’ interests. This approach has resulted in a pay mix that is in close alignment with talent peer company practices which also emphasize incentive pay.

After considering the Company’s 2020 financial results and the benchmarking study, the Committee determined not to increase his target total2021 compensation through incentive compensation rather than throughfor Messrs. Donnelly or Connor and to provide base salary increases in base salary.

With respect toof $25,000 for each of Mr. Lupone and Ms. Duffy, the Committee increased theDuffy. Annual and long-term incentives as a percentage of base salary withwere not increased for any of the corresponding increases innamed executive officers, so target annual and target long-term incentive compensation, for Mr. Lupone, by approximately 5% and for Ms. Duffy, by approximately 10%. Additionally, in order to move closer to market median, the Committee increased Ms. Duffy’s target annual and target long-term incentive compensation by 15 percentage points and 25 percentage points, respectively (to 75% and 175% of her base salary). The increases in compensationdollar amounts for Mr. Lupone and Ms. Duffy were determined based on scopeincreased only as a result of responsibility and years of experience and with consideration toward how their compensation compares against compensation for similar positions at the talent peer group companies.base salary increases.

What is the Target Pay and Pay Mix for Our Executives?

The following table shows 20192021 target total pay, along with the target for each component of target total pay, for Textron’s NEOs as established by the Committee at its January 2021 meeting. Target direct compensation for our CEO and CFO was not increased for the second year in a row, remaining at 2019 levels. Mr. Lupone and Ms. Duffy’s target compensation was increased by 3% and 4%, respectively. consistent with the competitive range of the Committee’s January 2019 meeting:talent peer group companies and with Textron’s merit increase levels for the broader employee population.

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				CEO Target Pay Mix	NEO Target Pay Mix (Excluding CEO)
	Approximately91%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”).

2021 INCENTIVE COMPENSATION

How Does Our Incentive Compensation Work?

Our annual and long-term incentive compensation programs for 2019 are summarized in the following table. Long-term incentive compensation consists of three award types: PSUs, RSUs and stock options. This mix of award types encourages executives to focus on meeting performance goals established by the Committee, remaining with Textron as awards vest and increasing long-term shareholder value.

Component/Award Type Description     At-Risk Compensation   Target Annual Incentive ● Target value and performance goals are set in the first quarter of each year ● The performance goals are enterprise-wide goals that aggregate the separate goals for each of our business units which are set to focus the businesses primarily on generating profitability and cash flow, consistent with expected market conditions ● Percentage earned (0% to 200%) is determined after the end of the fiscal year based upon the achievement of performance goals ● Payout is subject to discretion based on the Committee’s and Board’s judgment of management’s performance     Target Long-Term Incentive     Performance Share Units 40% ● Represent cash value of one share of common stock ● Span a three-year performance period with vesting at the end of the third fiscal year ● Percentage earned (0% to 150%) is based upon the achievement of performance goals set annually by the Committee for each year of the performance period ● Payout is subject to a discretionary TSR modifier that can decrease the payout by as much as 40% based on how Textron’s three-year TSR compares to the performance peer group ● Incentivize achievement of Company performance goals over a sustained period in order to build shareholder value     Restricted Stock Units 30% ● Represent the right to receive one share of common stock upon vesting ● Vest over five years in three equal annual installments beginning on the third anniversary of the grant date ● Final value depends on the change in stock price over the vesting period ● The Committee believes that RSUs help to retain executives because RSUs, unlike stock options, have value upon vesting even in a declining market     Stock Options 30% ● Provide value only if the stock price goes up during the 10-year original term of the option, resulting in a direct incentive to increase Textron’s stock price ● Vest ratably over three years on each anniversary of the grant date

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TARGETS, PAYOUTS AND PERFORMANCE ANALYSIS

Which Companies Does the Committee Use to Compare Our Performance?

The table below shows the list of performance peer group companies; checkmarks in the columns under Textron’s manufacturing segments mean that the peer company competes in some way, or operates in similar industries, with that segment.

2019Setting Targets for 2021 Performance Peer Group

Company Name		2018 Revenue ($ in billions)				Aviation			Bell			Industrial			Systems
The Boeing Company		$101.1
United Technologies Corporation		66.5
Lockheed Martin Corporation		53.8
Honeywell International Inc.		41.8
Deere & Company		37.4
General Dynamics Corporation		36.2
Northrop Grumman Corporation		30.1
Raytheon Company		27.1
Eaton Corporation Plc		21.6
Lear Corporation		21.1
Ingersoll-Rand Plc		15.7
Parker-Hannifin Corporation		14.3
BorgWarner Inc.		10.5
L3Harris Technologies, Inc.		6.2
Textron Inc.		14.0

The foregoing performance peer group reflects one change from the 2018 Performance Peer Group reported in the 2019 proxy statement which is the replacement of L3 Technologies, Inc. and Harris Corporation with L3Harris Technologies, Inc., the survivor of the merger of the two companies.

The 2019 performance peer group will be used to measure relative TSR performance for the 2019-2021 PSU awards granted to NEOs in 2019.

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What Were Our Performance Goals?Goals

Performance goals for the 20192021 annual incentive compensation program, andconsistent with the 2019 performance period for PSU awards under the long-term incentive compensation programprior year, focused on profitability, and cash flow with an additional goal related to workforce diversity applicable only to annual incentive compensation.and hiring diversity. The profitability target focused executives on delivery of segment profit in each of our segments. The cash flow target focused executives on improving operational efficiency and sustaining the strength of the balance sheet. The hiring diversity metricperformance goal focused executives on increasing hiring of diverse employees (defined as employees who identify as female or diverse based on race or ethnicity).

The Committee relies on Textron’s Annual Operating Plan (“AOP”) in setting performance goals for annual incentive compensation. The AOP, which is prepared toward the end of each fiscal year for the following fiscal year, 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 goals included in Textron’s incentive compensation programs in January based upon the finalized AOP. In preparing the 2021 AOP, management assumed that, coming out of the 2020 pandemic year, there would be continued, but moderate, market recovery throughout the year compared to the significant downturn experienced in 2020.

During 2020, in reaction to the impacts of the pandemic on having a diverse employee profile.many of our markets, our businesses were very focused on liquidity and working capital efficiency, including reducing their inventory levels. With moderate business growth anticipated for 2021 and limited additional opportunities to further improve working capital efficiency in the short term, the 2021 AOP provided for increased working capital investment as well as an increase in capital expenditures to support new contract awards and new product programs compared to the amount of such expenditures made in 2020. In addition, PSUs are subject to a TSR modifier that can decrease, but not increase, the final payout up to 40%, based on the mathematical rankingmore investment in research and development in support of Textron’s three-year TSR performancenew product development was planned compared to the amount invested in the prior year. The Committee also considered that the net operating profit target in the 2021 AOP was set almost 20% above the prior year actual results. Based on these factors, the Committee approved net operating profit and cash flow targets that, although lower than the targets the Committee set for 2020 (which were set before the impacts of our 2017 performance peers and the Committee’s discretion.COVID-19 pandemic could be taken into account), were considered to be challenging for the highly uncertain business environment anticipated by management at the time that the targets were established.

Annual Incentive Compensation Payouts and Performance Analysis

The Committee establishedAs described in Key 2021 Performance Highlights on page 24, Textron’s 2021 performance exceeded expectations, resulting in performance significantly above target for both the weightingprofitability and cash flow goals and above target for the 2019 annual incentive compensation performance goals described above as 60% profitability, 35% cash flow and 5% workforce diversity. The net operating profit goal set by the Committee for 2019 was established at approximately 8% higher than in the previous year, reflecting the disposition of our Tools and Test business in 2018, management’s continuing focus on improving execution in order to increase profit margin and our expectations of our end markets. The cash flow goal for 2019 was approximately flat with the previous year’s goal, reflecting the disposition of our Tools and Test business in 2018 and anticipated capital requirements associated with our 2019 plan.

Both targets were challenging in light of uncertain global economic and market conditions. Payouts for each individual could range from 0% to 200% of target based on performance.hiring diversity goal. The formula for determining 2019the 2021 annual incentive compensation payouts for executive officers and the resulting percentage earned are detailed below:

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2021 Annual Incentive Compensation Calculation
($ in millions)

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At its January 2020 meeting, the Committee discussed the annual incentive compensation awards to be paid to the NEOs for the 2019 performance period and considered input from the full Board. The Committee concluded that the calculated payouts appropriately reflected the Company’s performance for 2019 and approved the payouts as calculated above.

Annual incentive compensation targets and payouts for 2017, 20182019, 2020 and 20192021 for each NEO are shown below:

Annual Incentive Compensation Targets and Payouts