E. Robert Lupone
TEXTRONAbout E. Robert Lupone
E. Robert Lupone is Executive Vice President, General Counsel, Secretary and Chief Compliance Officer of Textron Inc., a role he has held since joining Textron in February 2012; he was 64 as of February 12, 2024 and previously served as Senior Vice President and General Counsel of Siemens Corporation (U.S.) and General Counsel of Siemens AG for the Americas, and as Vice President and General Counsel of Price Communications Corporation . Company performance context during 2024: revenues were $13.7B (up $19M YoY), segment profit $1.2B (down $127M YoY), backlog rose to $17.9B; manufacturing cash flow was $1.0B; pay-versus-performance TSR value for $100 invested since 2019 was $174.3 in 2024 .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Textron Inc. | EVP, General Counsel, Secretary & Chief Compliance Officer | 2012–present | Executive officer overseeing legal, compliance, and corporate secretary functions |
| Textron Inc. | Executive Officer (listed as of multiple 10‑Ks) | 2014–2024 snapshots | Continuity of role across filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Siemens Corporation (U.S.) | Senior Vice President & General Counsel | 1999–2012 | U.S. legal leadership |
| Siemens AG (Americas) | General Counsel for the Americas | 2008–2012 | Regional legal leadership |
| Price Communications Corporation | Vice President & General Counsel | Pre‑1992 | Corporate legal leadership |
Fixed Compensation
| Year | Base Salary ($) | Stock Awards ($) | Option Awards ($) | Annual Incentive Paid ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 942,308 | 1,406,198 | 478,954 | 483,000 | 115,648 | 3,426,108 |
| 2023 | 902,308 | 1,237,423 | 426,033 | 771,000 | 115,128 | 3,451,892 |
| 2022 | 861,346 | 1,054,963 | 368,616 | 848,000 | 126,121 | 3,259,047 |
| 2024 Target Mix | Target Amount ($) | Target as % of Salary |
|---|---|---|
| Base Salary | 950,000 | — |
| Target Annual Incentive | 712,500 | 75% |
| Target Long‑Term Incentive | 1,662,500 | 175% |
| Target Total Direct Compensation | 3,325,000 | — |
| Annual Incentive Targets & Payouts | 2022 | 2023 | 2024 |
|---|---|---|---|
| Target ($) | 652,500 | 682,500 | 712,500 |
| Payout ($) | 848,000 | 771,000 | 483,000 |
Perquisites were minimal; All Other Compensation included Spillover Savings Plan contributions ($84,598), Savings Plan contributions ($31,050); perquisites reported as $0 in 2024 .
Performance Compensation
| 2024 Annual Incentive Metrics | Weight | Threshold | Target | Maximum | Actual | Component Payout |
|---|---|---|---|---|---|---|
| Enterprise NOP (Segment profit, $mm) | 60% | 983 | 1,384 | 1,804 | 1,203 (adj.) | 32.9% |
| Manufacturing Cash Flow ($mm) | 35% | 328 | 759 | 1,190 | 695 (adj.) | 29.8% |
| ESG (qualitative) | 5% | — | 100% | 200% | 100% | 5.0% |
| Total Earned (% of target) | — | — | — | — | — | 67.7% |
| 2022–2024 PSU Cycle Metrics | Weight | Threshold | Target | Maximum | Actual | Earned % |
|---|---|---|---|---|---|---|
| Avg. ROIC | 50% | 7.3% | 11.3% | 14.3% | 11.8% (adj.) | 58.7% |
| Cumulative Manufacturing Cash Flow ($mm) | 30% | 892 | 2,148 | 3,406 | 2,941 (adj.) | 48.9% |
| Relative TSR vs S&P 500 (percentile) | 20% | 25 | 50 | 75 | 41.2 | 14.7% |
| Total Earned | — | — | — | — | — | 122.3% |
| 2022–2024 PSU Award (Lupone) | Units Granted | Units Earned | Grant Date Target Value ($) | Payout Value ($) |
|---|---|---|---|---|
| PSU 2022–2024 | 9,896 | 12,104 | 703,309 | 922,567 |
| 2024 Equity Grants (Approved Jan 26, 2024; Granted Mar 1, 2024) | Quantity | Key Terms |
|---|---|---|
| PSUs (threshold/target/max) | 2,643 / 10,571 / 21,142 | 3‑yr perf. 2024–2026; metrics: Avg ROIC (50%), Cum. Mfg CF (30%), Rel. TSR (20); cash‑settled typically; vest end FY2026 |
| RSUs | 5,286 | Vest in full on 3rd anniversary (Mar 1, 2027); dividend equivalents until vest |
| Stock Options | 17,297 | Exercise price $88.68; vest ratably over 3 years starting Mar 1, 2025; expire Mar 1, 2034 |
| 2024 Exercises/Vesting (Realized) | Options Exercised (# / $) | PSUs Vested (# / $) | RSUs Vested (# / $) | Total Stock Awards Realized ($) |
|---|---|---|---|---|
| E. Robert Lupone | 57,205 / $2,641,926 | 12,104 / $934,550 | 10,432 / $925,110 | $1,859,660 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of Jan 2, 2025) | 269,637 shares; less than 1% of class |
| Shares obtainable within 60 days | Options exercisable: 175,837 shares; RSUs vesting: 4,948 shares |
| Excluded from beneficial ownership | Deferred comp stock units: 6,601 shares; unvested RSUs: 10,922; unvested PSUs (cash‑settled): 21,842 |
| Outstanding awards at FY‑end (examples) | Unexercisable 2024 options: 17,297 @ $88.68 exp. 3/1/2034 ; RSUs (2024): 5,286 ($408,132) |
| Ownership guidelines | NEOs must hold 3× salary; all NEOs currently meet |
| Hedging/pledging | Prohibited for executives and directors |
| Insider policy | Pre‑clearance and blackout periods apply; policy filed as 10‑K exhibit |
Employment Terms
| Topic | Terms |
|---|---|
| Employment agreement | No individually negotiated termination protection; no fixed‑term employment contracts since 2008 |
| Severance (involuntary / good reason) | Severance Plan for Textron Key Executives: lump sum equal to base salary plus larger of 3‑yr average annual incentive or current target; release required |
| Change‑of‑control | Double‑trigger: severance as above if involuntary or good reason post‑CIC; 18 months medical/dental benefits; full vesting acceleration under SPP/SSP/TSP and full vesting of long‑term incentives |
| Vesting on retirement eligibility | All NEOs retirement eligible; RSUs/PSUs/options continue to vest per schedules upon voluntary retirement |
| Clawback | Dodd‑Frank/NYSE/SEC‑compliant recovery policy applies to incentive compensation after restatement; LTI award agreements include 2‑year non‑compete clawback for violations |
| Tax gross‑ups | Not provided for officers hired after 2008 |
Performance & Track Record Context
- Company operating highlights impacted by 2024 Textron Aviation strike and Industrial demand weakness; backlog rose materially driven by Bell FLRAA awards; manufacturing cash flow was $1.0B; R&D $491M; capex $364M; share repurchases $1.1B .
- 2024 say‑on‑pay approval was ~94.1%, indicating broad shareholder support for the compensation framework .
Compensation Structure Analysis
- Pay mix: 2024 target for Lupone is 25% salary, 21% annual cash incentive, 50%+ equity LTI (PSUs 50%, options 25%, RSUs 25%), aligning pay with performance and stock price .
- Annual incentive outcomes down in 2024 (67.7% of target) due to below‑target profitability and cash flow linked to operational disruptions; ESG achieved target .
- PSUs emphasize ROIC and cumulative manufacturing cash flow (80% combined weighting) with relative TSR (20%), reinforcing capital discipline and cash generation; 2022–2024 cycle paid at 122.3% .
Vesting Schedules and Insider Selling Pressure
| Instrument | Vesting/Settlement | Observations |
|---|---|---|
| RSUs | Full vest on 3rd anniversary; stock delivery; dividend equivalents accrue | Predictable vest dates reduce near‑term selling pressure if holding requirements apply |
| Options | 3‑yr ratable vesting; 10‑yr term; strike at grant close | Retirement eligibility allows continued vesting; exercised 57,205 options in 2024 |
| PSUs | 3‑yr performance cycle; typically cash‑settled based on stock price; can be settled in stock at committee discretion | 2022–2024 paid above target; 2024–2026 outstanding |
Deferred Compensation & Pensions
| Plan | 2024 Registrant Contributions ($) | 2024 Earnings ($) | 2024 Year‑End Balance ($) | Eligibility |
|---|---|---|---|---|
| Spillover Savings Plan (SSP) | 84,598 | 8,968 | 1,163,504 | Eligible; receives 4% Moody’s‑based contributions as no DB pension |
| Defined Benefit Pension | — | — | — | Not eligible (joined after DB plan closed to new entrants) |
Equity Ownership Events and Alignment Indicators
- Option exercises and stock vesting in 2024 totaled $1,859,660 (options exercised 57,205; PSUs vested 12,104; RSUs vested 10,432), pointing to scheduled realizations rather than discretionary selling; hedging/pledging prohibited .
- Beneficial ownership includes 269,637 shares (<1%); significant in‑the‑money options exercisable within 60 days (175,837) and RSUs vesting within 60 days (4,948); unvested RSUs (10,922) and PSUs (21,842) excluded from beneficial ownership .
Compensation Committee & Governance Notes
- Organization & Compensation Committee composition and independence affirmed; uses independent consultant Pearl Meyer; robust ownership, anti‑hedging/pledging, and clawback policies .
Investment Implications
- Alignment: High equity‑linked pay (PSUs/options/RSUs) and strict anti‑hedging/pledging support shareholder alignment; ownership guidelines at 3× salary and compliance reduce misalignment risk .
- Retention risk: Retirement eligibility with continued vesting lessens immediate forfeiture risk, but scheduled vesting and option exercise activity suggest predictable liquidity windows; severance and double‑trigger CIC protections provide stability without individual employment guarantees .
- Performance linkage: PSU metrics (ROIC, manufacturing cash flow, relative TSR) and 2024 annual incentive outcomes indicate pay sensitivity to core value drivers; 2022–2024 PSU payout >100% signals above‑plan cash generation and returns despite TSR below target .
- Governance signal: Strong say‑on‑pay support (~94.1%) and robust clawback/ownership policies mitigate compensation risk; minimal perquisites and no tax gross‑ups for post‑2008 hires are shareholder‑friendly .