Kerry Clark
TEXTRONAbout R. Kerry Clark
R. Kerry Clark, 72, has served on Textron’s Board since 2003 and is currently the Lead Director. He is a retired Chairman and CEO of Cardinal Health (2006–2009) and previously served as Vice Chairman of Procter & Gamble (2002–2006) after joining P&G in 1974. Core credentials include global brand-building, customer relationship leadership, corporate governance, talent development, and he is designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Health, Inc. | Chairman; President & CEO | Joined Apr 2006 as President & CEO; Chairman Nov 2007–Sep 2009 | Led a leading healthcare services provider; governance and change management experience |
| The Procter & Gamble Company | Vice Chairman, P&G Family Health; Director | 2002–2006 (P&G tenure began 1974) | Global brand equity, strategic initiatives, customer service, talent development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Elevance Health, Inc. (formerly Anthem, Inc.) | Director | Since 2014 | Current public company directorship |
| General Mills, Inc. | Director | 2009–Sep 2024 | Prior public company directorship |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Clark is independent under NYSE standards |
| Lead Independent Director | Currently serves as Lead Director; duties include presiding over executive sessions, agenda setting with CEO, information flow to directors, shareholder consultation |
| Committees | Audit Committee (member, Financial Expert); Nominating & Corporate Governance Committee (member); Executive Committee (member) |
| Attendance | Board held 6 regular meetings in 2024; each director attended ≥75% of Board/committee meetings; all standing for re-election attended the 2024 annual meeting |
| Executive Sessions | Independent directors met in executive session at each regularly scheduled Board meeting (6 in 2024), presided over by the Lead Director |
- Governance structure: 9 of 10 director nominees are independent; all three principal committees are fully independent; robust stock ownership requirements and anti-hedging/pledging policies for directors .
- Refreshment: Directors may not stand for reelection after age 75; annual majority voting standard with resignation policy for failed majority .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee director retainer |
| Audit Committee member retainer | $15,000 | Additional cash retainer for committee members |
| Lead Director fee | $45,000 | Additional cash retainer for Lead Director |
| Cash fees earned (Clark) | $190,000 | Sum of retainer + committee + Lead Director |
| Equity RSU grant (2024) | $165,000 | One-year vest; stock-settled RSUs; deferral optional to separation |
| Equity RSU grant (2025 planned) | $185,000 | Increased value on 2025 annual meeting grant |
| Other compensation (matching gifts) | $10,000 | Company charitable matching; includes $2,500 paid in 2024 to match a 2023 contribution |
- Directors may defer cash retainer via the Directors’ Deferred Income Plan (interest-bearing or stock units). Interest-bearing account earns monthly rate capped at 120% of Long-Term AFR; stock units receive dividend equivalents .
Performance Compensation
| Element | Status | Metrics |
|---|---|---|
| Performance Share Units (PSUs) | Not used for director pay | N/A—director equity is time-based RSUs, not performance-conditioned |
| Options tied to performance | Not used for director pay | N/A |
- Directors’ compensation mix emphasizes fixed cash and time-based RSUs; no annual or long-term performance metrics apply to director compensation at Textron.
Other Directorships & Interlocks
| Company | Overlap/Interlock | Potential Conflict Noted |
|---|---|---|
| Elevance Health, Inc. | None disclosed with Textron | None reported; independence affirmed by Board |
| General Mills, Inc. | Prior role only | None reported |
- Related party transactions review: No transactions involving Clark above $120,000 reported since the start of 2024; all related party transactions require N&CG Committee approval and must be on arm’s-length terms.
Expertise & Qualifications
- Establishing global brand equity; extending strategic initiatives internationally .
- Leadership in customer service and relationship management .
- Corporate governance, talent development, change management, marketing/business development .
- Audit Committee Financial Expert designation .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 13,870 shares | As of Jan 2, 2025; <1% of class |
| Deferred stock units (Director plan) | 84,148 units | Paid in cash post-service based on TXT stock value |
| Unvested RSUs (director) | 1,756 RSUs | Not obtainable within 60 days of Jan 2, 2025 |
| Ownership guideline | 8x portion of annual cash retainer | All directors currently meet requirement; retention policy restricts transfers while serving |
| Anti-hedging/pledging | Prohibited | No pledging; no short sales; no derivatives |
Governance Assessment
- Board effectiveness: Clark’s Lead Director role and Audit Committee Financial Expert status strengthen oversight of agenda setting, information flow, executive sessions, and financial reporting—positive for investor confidence.
- Independence and engagement: Board determined independence; ≥75% attendance; executive sessions at each Board meeting—good governance hygiene.
- Alignment: Director stock ownership requirement (8x cash retainer) and anti-hedging/pledging policy support alignment with shareholders; Clark meets requirements.
- Compensation structure: Balanced director pay—cash retainers plus time-based RSUs; no performance-conditioned director pay or option repricings; none of the directors receive third-party compensation for serving.
- Shareholder signals: 2024 say-on-pay approval at ~94.1% indicates broad support for compensation governance frameworks (context for overall governance environment).
- Potential conflicts and RED FLAGS:
- Directors Charitable Award Program participation (Clark and Bader)—no direct financial benefit to participants; insurance premiums fully paid; low conflict risk.
- No related-party transactions reported for Clark in 2024; hedging and pledging prohibited—no alignment red flags.
Overall, Clark’s long tenure, Lead Director responsibilities, audit expertise, and compliance with ownership/independence standards point to strong governance contributions and minimal conflict risk for Textron.