David Rosenberg
TEXTRONAbout David Rosenberg
David Rosenberg is Executive Vice President and Chief Financial Officer of Textron Inc., appointed effective March 1, 2025, after serving as VP, Investor Relations and previously Senior VP & CFO of Textron Aviation (2018–2023). He is 48, with more than 24 years in aviation, including leading the integration of Beechcraft with Cessna to form Textron Aviation in 2014, and earlier leadership roles in financial planning, business management, strategy, and operations at Beechcraft and predecessors . Company performance context: Textron revenues were $13.7B in 2024 (+$19M YoY) with segment profit of $1.2B (-$127M YoY), backlog up to $17.9B; TSR value of a $100 investment reached $174.3 in 2024, with manufacturing cash flow of $695M .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Textron Inc. | Executive Vice President & CFO | 2025–present | Corporate CFO responsible for finance, capital markets and disclosures . |
| Textron Inc. | Vice President – Investor Relations | 2024–2025 | Led investor communications; succeeded by Scott Hegstrom in succession plan . |
| Textron Aviation | Senior VP & CFO | 2018–2023 | Led segment finance through product ramps; drove financial and operational excellence . |
| Textron Aviation | VP, Integration & Strategy | 2014–2018 | Directed Beechcraft–Cessna merger integration creating Textron Aviation . |
| Beechcraft & predecessors | Finance/strategy/ops roles | Pre-2014 | Built multi-disciplinary finance and operations experience . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles disclosed in filings reviewed . |
Fixed Compensation
| Component | Terms | Effective date | Notes |
|---|---|---|---|
| Base salary | $850,000 | Mar 1, 2025 | Per appointment letter . |
| Target annual incentive | 100% of base salary | Mar 1, 2025 | Paid under Short-Term Incentive Plan . |
| Target long-term incentive | 250% of base salary | Mar 1, 2025 | Mix generally 50% PSUs, 25% options, 25% RSUs for executives . |
Performance Compensation
| Metric | Weighting | Targeting approach | Vesting/settlement | 2024 company result/payout |
|---|---|---|---|---|
| Enterprise Net Operating Profit | 60% (annual) | Based on Annual Operating Plan; target ~8% above 2023 target | 32.9% component payout (67.7% total) . | |
| Manufacturing Cash Flow (before pension) | 35% (annual) | Target ~10% below prior year; supports investment needs | 29.8% component payout . | |
| ESG (safety, sustainability, workforce) | 5% (annual) | Qualitative assessment | 100% of target (5% payout) . | |
| Average ROIC | 50% (PSUs, 3-year) | 3-year target set off AOP | 2022–2024 earned 58.7% of weight; total PSU earned 122.3% . | |
| Cumulative Manufacturing Cash Flow | 30% (PSUs, 3-year) | 3-year target set off AOP | 2022–2024 earned 48.9% of weight . | |
| Relative TSR vs S&P 500 | 20% (PSUs, 3-year) | Percentile ranking | 2022–2024 earned 14.7% of weight . |
Award mechanics for executive officers:
- RSUs vest in full on the third anniversary of grant; dividend equivalents accrue; settled in stock .
- Stock options vest ratably over three years; strike price = closing price on grant date .
- PSUs measure over three years; typically settled in cash based on average closing price; can be settled in stock at Committee discretion .
Equity Ownership & Alignment
| Holding type | Amount | Form | Key terms |
|---|---|---|---|
| Common stock (direct) | 1,181 shares | Direct | Initial Form 3 at appointment . |
| Common stock (Textron Savings Plan) | 1,662.062 shares | Indirect via TSP | As of 3/1/2025 . |
| Ownership as % of outstanding | ~0.0016% | — | 2,843.062 ÷ 181,620,917 shares outstanding on 2/24/2025 . |
| Employee stock options | 2,424 @ $51.56 exp 3/1/2031 | Direct | Vested fully 3/1/2024 . |
| Employee stock options | 5,118 @ $71.07 exp 3/1/2032 | Direct | Vested fully 3/1/2025 . |
| Employee stock options | 5,018 @ $73.19 exp 3/1/2033 | Direct | Vests in three annual installments starting 3/1/2024 . |
| Employee stock options | 3,863 @ $88.68 exp 3/1/2034 | Direct | Vests in three annual installments starting 3/1/2025 . |
| Cash-settled RSUs | 1,582 units | Direct | Settled in cash at 3rd anniversary; valued to one share . |
| Stock ownership guideline | 3x base salary for executives | Must meet within 5 years | Options and unearned PSUs excluded from calculation . |
| Hedging/pledging | Prohibited | — | Applies to executives; no pledging allowed . |
| Clawback | Dodd-Frank/NYSE-compliant | “No-fault” restatement recovery | Applies to incentive-based comp for current/former NEOs and Controller . |
Insider selling pressure considerations:
- Vesting tranches around each March 1 may increase sell/exercise activity (options vesting; RSU settlements), subject to blackout/pre-clearance under Textron’s trading policy .
Employment Terms
| Topic | Terms |
|---|---|
| Severance (not-for-cause/good reason) | Under Severance Plan for Textron Key Executives: lump sum equal to base salary plus larger of average last 3 actual annual incentive or current target; continuation of medical/dental for up to 18 months; release required . |
| Change-in-control (double trigger) | For executives other than CEO: same severance formula; medical/dental continuation; full vesting acceleration for LTI; vesting treatment per plan (PSUs paid based on actual through change and target thereafter for applicable cycles) . |
| Ownership/retention | Executives must reach ownership guideline within 5 years; RSUs/options/PSUs vesting schedules encourage retention . |
| Trading policy | Pre-clearance, blackout windows; restrictions on hedging/pledging . |
| Clawback | Applies on restatements; plus award non-compete violations can trigger forfeiture/repayment . |
Compensation Committee Analysis
- Committee: Organization & Compensation Committee chaired by Deborah Lee James; members (2025): Richard F. Ambrose, Thomas A. Kennedy, Rob Mionis, James L. Ziemer; all independent .
- Consultant: Pearl Meyer as independent advisor; annual risk review found no elements likely to cause material adverse outcomes .
- Compensation philosophy: Target total direct compensation referenced to talent peer group median; pay-for-performance emphasis; long-term incentives at 50% PSUs, 25% options, 25% RSUs .
Say‑on‑Pay & Shareholder Feedback
| Year | Approval | Notes |
|---|---|---|
| 2024 | ~94.1% | On 2023 compensation . |
| 2023 | ~94.3% | On 2022 compensation; extensive shareholder outreach . |
Investment Implications
- Alignment and incentives: Rosenberg’s pay mix is highly performance‑linked—annual incentives tied to NOP and cash flow; PSUs linked to ROIC/cumulative cash flow/relative TSR—supporting capital discipline and FCF focus. RSU and option vesting cadence creates predictable potential supply around March each year, but anti‑hedging/pledging and ownership guidelines moderate misalignment risk .
- Retention risk appears low near‑term: New CFO appointment with clear succession continuity; standard executive severance and double‑trigger CIC terms; 5‑year ownership compliance runway and staged vesting incentivize tenure .
- Execution track record: Prior leadership integrating Beechcraft/Cessna and managing Textron Aviation finance suggests operational acumen; company TSR and backlog trends provide a supportive backdrop, though 2024 profit softness (strike at Aviation; end‑market pressures in Industrial) underscores sensitivity to execution in segments Rosenberg will oversee financially .