Not independent
Tenure on this board
16.7 yrs
Also a director at
Medtronic PLC (MDT)
11 nominees · 3 ballot items.
Elect eleven directors; ratify Ernst & Young LLP as independent auditors for 2026; and approve, on an advisory basis, Textron’s executive compensation as disclosed in the proxy statement.
Election of eleven director nominees named in the proxy statement to hold office until the 2027 Annual Meeting or until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Textron’s independent registered public accounting firm for 2026.
Advisory (non-binding) vote to approve the compensation of Textron’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.
This non-binding proposal asks shareholders to approve Textron’s executive compensation as disclosed in the proxy, effectively endorsing the Board and Organization and Compensation Committee’s pay design and outcomes. Management seeks approval to confirm that its pay-for-performance program — which places a substantial portion of executives’ compensation at risk via PSUs (50% of LTI), RSUs and stock options, and ties annual incentive payouts to enterprise net operating profit, manufacturing cash flow and a qualitative ESG component — is supported by shareholders. For 2025, annual incentive payouts totaled 128.6% of target and the 2023–2025 PSU cycle paid at 93.3% of target, demonstrating the program’s link to measured performance; the Compensation Committee retained independent adviser Pearl Meyer and used a talent peer group for benchmarking. Governance features intended to protect shareholder interests include clawback policies, no single-trigger change-in-control vesting, double-trigger protections for equity awards in a change-in-control, anti-hedging and pledging prohibitions, and robust share ownership requirements. The Board also discloses recent refinements to the program, such as adding an AI adoption component (5% weight) to the 2026 annual incentive in place of the prior ESG quantitative element, and emphasizes ongoing shareholder outreach and responsiveness to vote outcomes. Management argues that the program’s emphasis on long-term performance alignment, rigorous goal-setting tied to the Annual Operating Plan, and oversight by an independent committee justify a FOR recommendation. Potential investor concerns include the use of qualitative discretion (e.g., ESG scoring and qualitative AI assessments), the non-binding nature of the vote, and the magnitude of realized CEO pay driven by equity value changes; the Board states it will consider shareholder feedback and prior vote results in future decisions. In evaluating the merits, analysts should weigh the clear performance linkages and governance safeguards against areas where subjectivity or discretion could introduce variability in pay outcomes and monitor any material changes in plan metrics or outcomes over time.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 11,335,247 | $993M |
| 2 | STATE STREET CORP | 5.6% | 9,744,298 | $853M |
| 3 | BlackRock, Inc. | 4.3% | 7,556,018 | $662M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.3% | 7,484,955 | $655M |
| 5 | FMR LLC | 3.5% | 6,115,281 | $535M |
| 6 | AQR CAPITAL MANAGEMENT LLC | 3.2% | 5,533,992 | $479M |
| 7 | T. Rowe Price Investment Management, Inc. | 3.0% | 5,180,208 | $454M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.5% | 4,403,672 | $396M |
| 9 | Boston Partners | 2.4% | 4,219,562 | $369M |
| 10 | Invesco Ltd. | 2.4% | 4,110,682 | $360M |
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