TEXTRON INC (TXT)
Sector: Industrials
2026 Annual Meeting Analysis
TEXTRON INC · Meeting: April 29, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Donnelly has served as a director since 2009 and now serves as Executive Chairman; Textron's 3-year total return of +25.6% is positive, and the gap vs. peer median (-40.9pp) does not reach the 50pp threshold required to trigger a No vote for companies with strong positive 3-year returns, so no TSR trigger fires.
Atherton joined the board on January 4, 2026, well within the 24-month new-director exemption from the TSR trigger, and brings extensive aerospace and defense operational experience as the incoming President and CEO.
Ambrose joined in 2022 and is within the 24-month new-director exemption window; he also brings strong aerospace and defense credentials and serves as an audit committee financial expert.
Clark has served since 2003 and Textron's 3-year absolute return is strongly positive (+25.6%), meaning the peer underperformance gap of -40.9pp does not reach the 50pp threshold required to trigger a No vote; no other policy flags are present.
Garrett joined in 2023, giving him less than 3 years of tenure and less than half of the underperformance period; under policy this warrants a flag but not an automatic No vote, and his military/defense background is clearly relevant to Textron's business.
James has served since 2017 and Textron's 3-year absolute return is strongly positive (+25.6%), meaning the peer underperformance gap of -40.9pp does not reach the 50pp threshold required to trigger a No vote; no other policy flags are present.
Kennedy joined in 2023, giving him less than 3 years of tenure and less than half of the underperformance period; under policy this warrants a flag but not an automatic No vote, and his deep aerospace and defense leadership experience is highly relevant.
Méndez joined in February 2026, well within the 24-month new-director exemption from the TSR trigger, and brings strong CFO-level financial expertise as an audit committee financial expert.
Mionis joined in 2025, well within the 24-month new-director exemption from the TSR trigger; as a sitting CEO of Celestica he holds one outside board seat (Textron), which is within the policy limit of two outside seats for sitting CEOs.
Nowell has served since 2020 and Textron's 3-year absolute return is strongly positive (+25.6%), meaning the peer underperformance gap of -40.9pp does not reach the 50pp threshold required to trigger a No vote; he holds seats at Bank of America and Ecolab in addition to Textron, which is within the policy's four-board limit for non-executive directors.
Zuber has served since 2016 and Textron's 3-year absolute return is strongly positive (+25.6%), meaning the peer underperformance gap of -40.9pp does not reach the 50pp threshold required to trigger a No vote; no other policy flags are present.
All eleven director nominees pass the policy screens. Textron's 3-year total return of +25.6% is strongly positive, placing the peer underperformance threshold at 50 percentage points; the actual gap vs. peer median is -40.9pp, which does not reach that threshold. Several newer directors are within the 24-month new-director exemption. No overboarding, independence, attendance, or other governance flags were identified across the slate.
Say on Pay
✓ FORCEO
Scott C. Donnelly
Total Comp
$21,165,556
Prior Support
92.0%%
The CEO's total reported compensation of approximately $21.2 million is above the midpoint for large-cap industrial conglomerates, but the pay structure is heavily weighted toward variable pay — the proxy discloses that more than 92% of the CEO's target pay is at-risk, well above the 50-60% policy minimum for variable compensation. The incentive pay design uses meaningful multi-year performance metrics including return on invested capital, cumulative manufacturing cash flow, and relative total shareholder return versus the S&P 500, avoiding easily manipulated short-term targets. The 2023-2025 performance share unit cycle paid out at 93.3% of target reflecting actual operating results, and the company has a robust clawback policy compliant with Dodd-Frank requirements; prior-year say-on-pay support was a strong 92%, well above the 70% threshold that would require a response.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
25 yrs
Audit Fees
$11,195,000
Non-Audit Fees
$923,000
Ernst & Young's non-audit fees (audit-related fees of $695,000 plus tax fees of $228,000 = $923,000) represent approximately 8.2% of audit fees of $11,195,000, well below the 50% threshold that would raise independence concerns. The proxy discloses that EY has served for over 25 years, which meets the tenure trigger threshold, but the audit committee provides a specific rationale for continued engagement including regular lead partner rotation as required by law and ongoing evaluation of the lead audit partner's qualifications, which the policy treats as a compelling mitigating factor; no material restatements were identified.
Overall Assessment
Textron's 2026 annual meeting presents a clean ballot with no significant governance red flags. All eleven director nominees pass policy screens, the auditor's non-audit fee ratio is well within acceptable bounds, and the executive compensation program uses meaningful long-term performance metrics with a heavily variable pay mix that aligns with shareholder interests. The proxy does not include any stockholder-submitted proposals.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing