Michael Garrett
TEXTRONAbout Michael Garrett
Michael X. Garrett, 63, is an independent director of Textron Inc. (TXT) serving since 2023. A retired U.S. Army four‑star general, he most recently led U.S. Army Forces Command (FORSCOM) from March 2019 through July 2022, bringing deep operational leadership and defense sector expertise to Textron’s board . He is currently a member of Textron’s Audit Committee and Nominating & Corporate Governance Committee, and has been determined independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army Forces Command (FORSCOM) | Commanding General | Mar 2019 – Jul 2022 | Led ~750,000 combat/support personnel through COVID-19 and shifting security environment |
| U.S. Army Central Command | Commanding General | “Almost four years” (prior to FORSCOM) | Oversaw all Army activity in CENTCOM AOR; regional security and operations |
| U.S. Central Command | Chief of Staff | Earlier tenure within six years Middle East leadership | Senior staff leadership, joint operations planning/execution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nano Dimension Ltd. | Director | Oct 2023 – Dec 2024 | Public company directorship; ended Dec 2024 |
| Semper Fi & America’s Fund | Director | Ongoing (as disclosed) | Textron Charitable Trust donated $20,000 in 2024; board determined donation did not impair independence |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member .
- Committee meeting cadence: Audit met 8 times in 2024; Nominating & Corporate Governance met 3 times .
- Independence: Board determined Garrett is independent under NYSE listing standards .
- Attendance: In 2024, each director attended at least 75% of total Board and applicable committee meetings; all directors standing for re‑election attended the Annual Meeting .
- Lead Independent Director: R. Kerry Clark serves as Lead Director (three‑year term, annually ratified) with defined duties and executive session leadership .
- Executive sessions: Independent directors met in executive session at each of the Board’s six regularly scheduled meetings in 2024 .
- Anti‑hedging/pledging: Directors are prohibited from hedging or pledging Textron securities .
- Audit Committee financial expert designation: The board identified Ambrose, Clark, Kennedy, Nowell, and Ziemer as audit committee financial experts; Garrett is not listed among the designated experts .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non‑employee director cash retainer |
| Audit Committee membership fee | $15,000 | Additional cash retainer for Audit members |
| N&CG Committee membership fee | $0 | No membership fee disclosed; Chair receives $20,000 (not Garrett) |
| Equity award (RSUs) | $165,000 grant‑date value | Issued at 2024 Annual Meeting; one‑year vest unless deferred |
| Total fees earned in cash (Garrett) | $145,000 | Retainer + Audit membership |
| Total (cash + equity) (Garrett) | $310,000 | No “other” comp reported |
- For 2025, non‑employee director RSU grant value increased to $185,000—signal of modest upward equity mix in director pay framework .
Performance Compensation
| Grant | Type | Shares/Units | Grant‑Date Value | Vesting/Terms |
|---|---|---|---|---|
| Annual director grant (2024) | RSUs | Not itemized per director; standard program | $165,000 | Vest in one year unless deferred to separation from Board |
- Directors do not receive options or PSUs; no performance‑conditioned equity applies to directors (director equity vests time‑based only) .
Other Directorships & Interlocks
| Company/Entity | Relationship | Committee Roles | Interlock/Transaction Considerations |
|---|---|---|---|
| Nano Dimension Ltd. | Director (Oct 2023–Dec 2024) | Not disclosed | No Textron‑related transactions disclosed in proxy – |
| Semper Fi & America’s Fund | Director | Not disclosed | Textron Charitable Trust donated $20,000 in 2024; Board concluded independence remains intact |
Expertise & Qualifications
- Defense leadership and operations: Four‑star U.S. Army general; deep understanding of U.S. military operations and defense industry .
- International security: Six years leading Army activity in the Middle East; CENTCOM staff leadership .
- Management and strategic execution: Experience managing complex operational and strategic issues; demonstrated leadership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common shares beneficially owned | 1,987 shares (as of Jan 2, 2025) | Excludes deferred stock units and unvested RSUs per footnotes |
| Unvested RSUs (director) | 1,756 units (not obtainable within 60 days) | Standard director RSUs not counted in 60‑day ownership |
| Percent of class | Less than 1% | Company level disclosure |
| Ownership requirement | 8x portion of annual cash retainer | Applies to all directors |
| Compliance status | All directors currently meet requirement | Company disclosure |
| Anti‑hedging/pledging | Prohibited | Policy restriction for alignment |
| Section 16(a) compliance | No delinquent filings noted for Garrett; one late Form 4 for another director (Ziemer) | Company disclosure |
Governance Assessment
- Board effectiveness: Garrett strengthens board coverage of defense, military procurement, and international security—valuable for Bell, Textron Systems, and eAviation oversight; active membership on Audit and N&CG supports risk, controls, and board refreshment processes .
- Independence/Conflicts: 2024 charitable donations to Semper Fi & America’s Fund were reviewed; board concluded independence not impaired—appropriate oversight and disclosure reduces conflict risk . No related‑party transactions involving Garrett disclosed –.
- Engagement/Attendance: Company reports at least 75% attendance for all directors and Annual Meeting attendance by those standing for re‑election—acceptable baseline, though individual attendance rates are not itemized .
- Compensation alignment: Director pay mix is balanced (approx. cash $145k vs. equity $165k for 2024), with ownership requirements at 8x retainer and anti‑hedging/pledging policy—strong alignment and guardrails .
- Audit depth: Garrett serves on Audit but is not designated as a financial expert; committee retains multiple experts and met 8 times, mitigating any single‑member expertise gap .
- Shareholder signals: 2024 say‑on‑pay approval at ~94.1% indicates broad investor support for compensation governance (contextual, company‑wide signal) .
RED FLAGS: None material identified for Garrett. Monitored items include charitable ties reviewed for independence (appropriately cleared) , and absence of audit “financial expert” designation (offset by committee composition) .