Lionel Nowell III
TEXTRONAbout Lionel L. Nowell III
Independent director at Textron Inc. (TXT) since 2020; age 70. Former Senior Vice President & Treasurer at PepsiCo with deep expertise in treasury, capital markets, financial reporting, risk management, and strategic planning; designated Audit Committee Financial Expert. Currently serves as Chair of Textron’s Audit Committee and is a member of the Executive Committee, with independence affirmed under NYSE standards. Attendance met company thresholds in 2024, with the Board holding six regular meetings and independent directors meeting in executive session at each one.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PepsiCo, Inc. | Senior Vice President & Treasurer | 2001–2009 | Led global treasury: debt, investments, capital markets, FX, insurance; major risk management and strategic planning responsibilities. Audit Committee financial expertise foundation. |
| Pepsi Bottling Group, Inc. | Executive Vice President & CFO | 2000–2001 | Oversaw financial reporting and capital allocation in large public issuer context. |
| PepsiCo, Inc. | Senior Vice President & Corporate Controller | 1999 | Led global financial reporting/accounting; control environment. |
| RJR Nabisco | Senior Vice President, Strategy & Business Development | 1998–1999 | Corporate strategy and transactions; risk-informed planning. |
| Diageo plc (Pillsbury Division) | CFO roles (Pillsbury North America, Pillsbury Foodservice, Häagen-Dazs) | 1991–1998 | Multibusiness CFO experience across large international businesses. |
| Pizza Hut; Owens Corning | Finance roles | Not disclosed | Early-career finance roles. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bank of America Corporation | Director; Lead Director | Director since 2013; Lead Director since 2021 | Lead Director duties at a SIFI add governance depth; notable interlock with Maria T. Zuber (TXT director and BoA director since 2017). |
| Ecolab Inc. | Director | Since 2018 | Global industrial exposure; sustainability oversight experience. |
| American Electric Power Company | Director | 2004–2020 | Long-tenured utility board experience; energy/regulatory insight. |
Board Governance
- Committee assignments: Audit Committee Chair; Executive Committee member. Audit Committee held 8 meetings in 2024; Board held six regular meetings.
- Independence: Determined independent under NYSE standards; Board’s three principal committees are fully independent.
- Attendance & engagement: Each director attended at least 75% of Board and applicable committee meetings; all directors standing for re-election attended the 2024 annual meeting. Independent directors met in executive session at each Board meeting; Lead Independent Director currently R. Kerry Clark.
- Risk oversight: Audit Committee and Board oversee ERM quarterly reviews; Audit Committee reviews legal/compliance/EHS every meeting.
- Anti-hedging/pledging and ownership policy: Directors prohibited from hedging/pledging TXT stock; stock ownership requirement equal to eight times the portion of annual cash retainer; all directors currently meet requirement.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (2024) | $130,000 | Standard non-employee director retainer. |
| Audit Committee member fee (2024) | $15,000 | Additional cash retainer for members. |
| Audit Committee chair fee (2024) | $15,000 | Additional cash retainer for committee chair. |
| Fees earned in cash (Nowell, 2024) | $160,000 | Sum aligns with base + member + chair fees. |
| Other compensation (matching gifts, 2024) | $7,500 | Company match under Matching Gift Program. |
Performance Compensation
| Instrument | Grant Value | Vesting / Settlement | Notes |
|---|---|---|---|
| RSUs (2024 annual grant) | $165,000 | Vest in one year; settlement in stock unless director elects deferral to separation | Standard annual director equity under 2024 LTIP; prorated for partial-year service. |
| RSUs (2025 scheduled grant value) | $185,000 | Same terms | Value increased for 2025 annual meeting grants. |
| Director Deferred Income Plan | N/A | Cash deferrals; interest-bearing or stock unit accounts | Interest-bearing account earns monthly rate = greater of 8% or Moody’s Corporate Bond Yield Index, capped at 120% of LT AFR. |
No performance metrics (TSR, ROIC, ESG) are tied to director compensation; RSUs are time-based, intended to align interests with shareholders.
Other Directorships & Interlocks
| Entity | Shared Directorship/Interlock | Potential Conflict/Note |
|---|---|---|
| Bank of America Corporation | Lionel Nowell (Lead Director) and Maria T. Zuber (TXT director) | Interlock may facilitate information flow; no related-party transaction disclosed at TXT. – |
| Suppliers/Customers | None disclosed | No related-party transactions involving Nowell reported. – |
Expertise & Qualifications
- Audit Committee Financial Expert; extensive treasury and capital markets strategy; foreign exchange and insurance oversight.
- Financial reporting/accounting expertise at multinational scale; risk management and strategic planning experience.
- Executive leadership across consumer, foodservice, and industrial sectors; broad global perspective.
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 13,880 shares | Under SEC rules; less than 1% of class. |
| Ownership % of shares outstanding | ~0.0076% | Calculated using 181,620,917 shares outstanding as of Feb 24, 2025. |
| Stock units in Directors’ Deferred Income Plan | 5,184 units | Paid in cash post-Board service; excluded from beneficial ownership. |
| Unvested RSUs (within 60-day window test) | 1,756 units | Not obtainable within 60 days of Jan 2, 2025. |
| Hedging/Pledging | Prohibited | Policy bans pledging and hedging by directors. |
| Ownership guideline | 8x portion of cash retainer | All directors currently meet requirement. |
Governance Assessment
- Strong board effectiveness signal: Independent director with deep finance background chairs Audit Committee; committee met eight times and issued a detailed report, with Nowell as signatory.
- Independence and engagement: Board and all principal committees fully independent; attendance met thresholds; regular executive sessions led by a robust Lead Independent Director structure.
- Compensation alignment: Director pay mix balances cash ($160k in 2024) and equity ($165k RSUs) to drive alignment; anti-hedging/pledging and stringent ownership guidelines further align interests.
- Conflicts/related-party exposure: No related-party transactions disclosed for Nowell; company has formal review/approval process for such transactions. –
- Interlocks: Dual TXT-BoA board presence (Nowell, Zuber) is noteworthy but no transaction ties disclosed; monitor for potential perceived conflicts. –
- Shareholder sentiment: 2024 say-on-pay support at ~94.1% indicates favorable governance/compensation environment, indirectly supportive of board oversight credibility.
- Workload/time-commitment: Textron permits up to four other public boards (two if CEO); Nowell’s external roles (BoA Lead Director; Ecolab) remain within policy bounds, suggesting manageable commitments.
Overall signal: As Audit Committee Chair with demonstrated financial expertise and no disclosed conflicts, Nowell’s profile supports investor confidence in financial oversight and risk management at TXT.