o | Preliminary Proxy Statement | |
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Douglas R. Wilburne, CFA Vice President Investor Relations Textron Inc. |
40 Westminster St. Providence, RI 02903 Tel: (401) 457-3606 Fax: (401) 457-3598 dwilburne@textron.com |
| First, it assumes that grant date fair value is an appropriate measure of compensation actually paid. This is not an appropriate measure in Textrons case because: |
| 40% of Textrons executives long-term incentive awards are in the form of performance share units (PSUs) which are paid at the end of a three-year cycle only if certain performance metrics are achieved. As illustrated on page 18 of the Textron proxy statement, for the 2008-2010 PSU cycle, the resulting payout was only 2.9% of the target award value on the grant date due to the Companys performance which was well below performance targets. The Glass Lewis pay for performance model completely misses this direct and significant correlation between pay and performance in Textrons long-term incentive compensation program. | ||
| The other 60% of Textrons long-term incentive awards (Restricted Stock Units and Stock Options) are directly linked to change in shareholder value and therefore, also linked to performance; awards made over the past few years have actually paid out above or below the original grant date fair value based on the same change in stock price that shareholders experienced over the same time period. Again, the Glass Lewis model misses that the historical timing of performance should be compared with payout value, not initial grant date fair value. |
| Second, on page 13 of its Proxy Paper, Glass Lewis asserts that the Company has failed to disclose the performance targets established relative to its long-term incentive program. However, on page 24 of Textrons proxy statement, the performance targets for the 2008-2010 PSU cycle, which is the only PSU cycle paid out in 2010, are clearly disclosed in detail. Performance targets applicable to ongoing cycles which will pay out in future years are, of course, competitive information and proprietary and should not be expected to be disclosed. Nor would such information be helpful as current payouts bear no relation to targets established for future payouts. |
/s/ Douglas R. Wilburne
Vice President, Investor Relations |