Lisa Atherton
TEXTRONAbout Lisa Atherton
Lisa M. Atherton, 51, will become Textron’s President and CEO and join the Board effective January 4, 2026, after serving as President & CEO of Bell and previously President & CEO of Textron Systems; she joined Textron in 2007 and earlier was a U.S. Air Force contracting officer and ACC requirements leader . She holds a B.S. in Legal Studies from the U.S. Air Force Academy and an MBA from William & Mary’s Mason School of Business . Company performance context: Textron 2024 revenues were $13.7B (+$19M YoY), segment profit $1.2B (−$127M YoY), and backlog rose $4B to $17.9B, with Bell’s FLRAA program ramp cited as a growth driver .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Textron Inc. | President & CEO (effective) | Jan 4, 2026– | CEO succession; continuity with Executive Chairman; compensation letter sets incentives and severance framework . |
| Bell | President & CEO; previously COO | Apr 2023–2025; COO Jan 2023–Apr 2023 | Led multibillion business across defense and commercial rotorcraft; oversaw FLRAA program execution and global footprint . |
| Textron Systems | President & CEO | Jun 2017–Jan 2023 | Directed unmanned systems, marine craft, engines, simulation; succession from Ellen Lord; program wins in SSC and mine countermeasures . |
| Bell | EVP Military Business; VP Global Military Development; V-22 Program Manager; Director Military Programs | 2012–2017 | Managed government programs, global military BD; peak V-22 production era, H-1/V-22 program success . |
| U.S. Air Force (ACC) | Contracting officer; Directorate of Requirements | ~8 years (pre-2007) | Shaped Combat Air Forces requirements and POM portfolios; acquisition planning expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Southwest Airlines Co. | Board of Directors | Since 2024 | Airline operations insight; commercial aviation network . |
| Air Force Academy Athletic Corporation (AFAAC) | Board | N/A | Service academy athletic governance; DoD community ties . |
| Fort Worth Economic Development Partnership | Board | N/A | Regional industrial development; talent and supply chain ecosystem . |
| Association of the U.S. Army (AUSA) | Board | N/A | Army stakeholder engagement; defense community leadership . |
Fixed Compensation
| Component | Value | Effective Date | Source |
|---|---|---|---|
| Base Salary | $1,300,000 | Jan 4, 2026 | |
| Target Annual Incentive | 150% of base salary | Jan 4, 2026 | |
| Long-Term Incentive (LTI) Target | $10,000,000 grant-date target value (PSUs/RSUs/Options mix aligned with other executives) | FY 2026 award | |
| STI payout range | 0–200% of target, cash in following Q1 | Plan design |
Performance Compensation
Short-Term Incentive (Company Framework – 2024)
| Metric | Threshold | Target | Maximum | Actual | Weight | Payout |
|---|---|---|---|---|---|---|
| Enterprise Net Operating Profit (Segment Profit) ($mm) | $983 | $1,384 | $1,804 | $1,203 (adjusted) | 60% | 32.9% |
| Manufacturing Cash Flow before Pension ($mm) | $328 | $759 | $1,190 | $695 (adjusted) | 35% | 29.8% |
| ESG (Safety, Sustainability, Workforce) | — | 100% | 200% | 100% | 5% | 5.0% |
| Total Earned | 67.7% |
Notes: STI metrics established from AOP; ESG assessed qualitatively by the O&C Committee .
Long-Term Incentive Structure and PSU Metrics
| Award Type | Target Mix | Vesting | Settlement | Metric Design |
|---|---|---|---|---|
| Performance Share Units (PSUs) | 50% of LTI | 3-year performance period | Typically cash based on 10-day average stock price post-vesting | Average ROIC (50%), Cumulative Manufacturing Cash Flow (30%), Relative TSR vs S&P 500 (20%) |
| Restricted Stock Units (RSUs) | 25% of LTI | Full vest at 3rd anniversary; dividend equivalents accrue | Stock | Equity retention and alignment |
| Stock Options | 25% of LTI | Vest ratably over 3 years; exercise price at grant close | Stock appreciation vehicle | Performance-levered via price |
PSU Results (Company 2022–2024 Cycle)
| Financial Metric | Threshold | Target | Maximum | Actual | Weight | Earned % |
|---|---|---|---|---|---|---|
| Average ROIC (%) | 7.3% | 11.3% | 14.3% | 11.8% (adj.) | 50% | 58.7% |
| Cumulative Manufacturing Cash Flow ($mm) | $892 | $2,148 | $3,406 | $2,941 (adj.) | 30% | 48.9% |
| Relative TSR (percentile) | 25% | 50% | 75% | 41.2% | 20% | 14.7% |
| Total Earned | 122.3% |
Equity Ownership & Alignment
| Element | Policy/Status | Source |
|---|---|---|
| Stock Ownership Guidelines | CEO: 5x salary; other NEOs: 3x; new executives have 5 years to reach compliance | |
| Anti-Hedging/Pledging | Officers prohibited from hedging and pledging; margin accounts disallowed | |
| Clawback | Dodd-Frank/NYSE/SEC-compliant clawback for incentive-based comp; Sarbanes-Oxley §304 applicable to CEO/CFO | |
| PSU Settlement | Typically cash-settled at vest, reducing forced sale pressure | |
| Beneficial Ownership | Not disclosed for Atherton in 2025 proxy (was segment CEO); will be reported after she becomes a corporate officer |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Appointment & Role | Appointed Textron President & CEO and Board member effective Jan 4, 2026 . | |
| Compensation Letter | Base salary $1.3M; STI target 150% of salary; 2026 LTI target $10M (PSUs/RSUs/Options mix aligned to other executives) . | |
| Severance (Not for Cause) | Lump sum equal to 2x the severance amount under Severance Plan for Textron Key Executives (enhanced multiple) . | |
| Severance (Change-in-Control) | If terminated within two years post-CoC, lump sum equal to 3x the severance amount under the Plan (enhanced multiple); double-trigger framework . | |
| Benefits Eligibility | Retirement, Spillover Pension/Savings, Savings, Deferred Income Plan, medical/dental/disability/life, executive physical, four weeks vacation . | |
| Indemnification & D&O | Covered under Textron By-Laws indemnification and D&O insurance like other executives . | |
| Equity Vesting Norms | RSUs vest at 3 years; options ratably over 3 years; PSUs vest at cycle end; annual grants typically March 1 . | |
| Ownership/Trading Policies | Ownership guidelines; insider trading pre-clearance and blackout; anti-hedging/pledging . | |
| Clawback | Recovery policy across STI/LTI; “no fault” standard on restatement . |
Say-on-Pay & Peer Group
- Say-on-Pay: 94.1% shareholder approval at 2024 Annual Meeting for 2023 executive compensation .
- Talent peer group updates for 2024 targets: Added Howmet Aerospace, Huntington Ingalls, TransDigm; removed Goodyear, KBR, Terex to better align with A&D focus .
Performance & Track Record
- Company performance context: Backlog +$4.0B to $17.9B in 2024; Bell revenue growth +14% with FLRAA entering EMD phase, plus first Bell 525 order; Systems added awards for SSC and mine countermeasure payloads .
- Prior achievements: Led Bell military programs during peak V-22 production and global military BD; subsequently ran Textron Systems portfolio across unmanned, engines, simulation .
Vesting Schedules and Insider Selling Pressure
| Item | Details | Source |
|---|---|---|
| RSUs | Vest in full at third anniversary; dividend equivalents; paid in stock . | |
| Stock Options | Vest ratably over 3 years; priced at grant close; March 1 grant cadence . | |
| PSUs | 3-year cycle; typically cash-settled, reducing sale-related pressure; performance can exceed target as in 2022–2024 (122.3%) . |
Note: Recent Form 4 transactions for Lisa Atherton as a Textron executive will begin after her corporate officer appointment; current vesting schedules indicate periodic RSU releases and option vesting, with PSUs usually settled in cash, which moderates forced-selling risk .
Compensation Structure Analysis
- Alignment: CEO pay emphasizes at-risk equity (LTI) with performance-weighted PSUs and strong ownership requirements; hedging/pledging prohibited and clawback in place .
- Mix and design: LTI split 50% PSUs/25% options/25% RSUs; STI metrics centered on profitability and cash flow with capped payouts .
- Change-in-control economics: Enhanced severance multiples (2x not-for-cause; 3x post-CoC) with double triggers; Plan-based benefits consistent with peer practices; no single-trigger vesting .
Equity Ownership & Pledging
- Ownership guidelines: CEO 5x salary; five-year compliance window for new execs; pledging prohibited; anti-hedging enforced .
Investment Implications
- Strong pay-for-performance alignment: Heavy PSU weighting tied to ROIC, cash flow, and relative TSR supports disciplined capital allocation and cash generation; clawback and ownership rules add governance rigor .
- Retention vs. transition risk: Enhanced severance multiples and broad benefits reduce exit risk and aid succession stability; double-trigger CoC terms mitigate opportunistic payouts .
- Trading signals: Cash-settled PSUs and anti-pledging policy limit forced selling pressure; watch March 1 grant/vesting calendar for RSU releases and option vesting cadence .
- Shareholder stance: 94.1% Say-on-Pay support indicates investor acceptance of Textron’s compensation framework, a positive backdrop for the CEO transition .