Thomas Kennedy
TEXTRONAbout Thomas A. Kennedy
Thomas A. Kennedy, 69, is an independent director of Textron Inc. (TXT) serving since 2023 and designated as an Audit Committee financial expert. He is the retired Executive Chairman of Raytheon Technologies (April 7, 2020–June 2021), previously Chairman & CEO of Raytheon Company (2014–2020), EVP & COO of Raytheon (2013–2014), and earlier served in senior leadership roles across Raytheon business units after joining in 1983; prior to industry, he was a captain in the U.S. Air Force . The Board has affirmatively determined Kennedy is independent under NYSE listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Raytheon Technologies | Executive Chairman | Apr 7, 2020 – Jun 2021 | Led integration oversight post RTX merger |
| Raytheon Company | Chairman & CEO | 2014 – 2020 | Strategic leadership across defense and cybersecurity |
| Raytheon Company | EVP & COO | 2013 – 2014 | Operations leadership |
| Raytheon Company | Senior leadership roles | 1983 – 2013 | Unmanned systems, Space & Airborne, Integrated Defense Systems |
| U.S. Air Force | Captain | Prior to 1983 | Defense and leadership foundation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Raytheon Technologies | Executive Chairman | 2020–2021 | Retired; not an active external directorship |
| — | — | — | No other current public company board roles disclosed in TXT proxy |
Board Governance
- Committee memberships: Audit Committee (member) and Organization & Compensation (O&C) Committee (member); Audit Committee Financial Expert designation .
- Independence: Determined independent by the Board (along with 9 of 10 nominees) .
- Attendance and engagement: Board held six regular meetings in 2024; independent directors met in executive session at each regularly scheduled meeting; each director attended at least 75% of Board and applicable committee meetings; all directors standing for re-election attended the 2024 annual meeting .
- Committee activity levels: Audit (8 meetings), Nominating & Corporate Governance (3 meetings), O&C (6 meetings) in 2024 .
- Lead Independent Director: R. Kerry Clark .
- Governance practices: Annual director elections with majority vote standard and resignation policy; proxy access; robust director stock ownership; anti-hedging and pledging prohibitions .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee director cash |
| Audit Committee member retainer | $15,000 | For all Audit Committee members including chair |
| O&C Committee member retainer | — | No member retainer disclosed; chair receives $25,000 |
| Equity grant (RSUs) | $165,000 grant date fair value | Issued on 2024 Annual Meeting date; vests in one year unless deferred |
| Lead Director/Chair Differentials | Not applicable to Kennedy | Lead Director $45,000; Audit chair $15,000; N&CG chair $20,000; O&C chair $25,000 |
Director compensation (2024 actual, Kennedy):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Thomas A. Kennedy | $145,000 | $165,000 | $7,500 | $317,500 |
Notes:
- RSU mechanics: Stock-settled RSUs issued under 2024 LTIP; vest in one year unless settlement deferred to separation .
- Matching gifts: $7,500 matching under Textron program; Kennedy’s 2024 “All Other” includes match of a 2023 contribution .
Performance Compensation
- Not applicable; Textron does not provide performance-based pay to directors. Annual equity grants are time-based RSUs with one-year vesting; no bonus, PSU, or option awards for directors .
Other Directorships & Interlocks
| Company/Institution | Role | Overlap/Interlock Risk |
|---|---|---|
| None disclosed (current) | — | No current public company interlocks disclosed in TXT proxy |
Expertise & Qualifications
- Aerospace & defense leadership; DoD program experience; operational and strategic expertise; Audit Committee financial expert .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 3,251 shares (less than 1% of class) |
| Vested vs unvested | Excludes 1,756 unvested RSUs payable in stock not obtainable within 60 days of Jan 2, 2025 (for each director) |
| Ownership guidelines | Directors must hold eight times the portion of annual cash retainer; all directors currently meet requirements |
| Hedging/pledging | Prohibited from pledging TXT securities, short sales, and derivatives; subject to pre-clearance/blackout trading policy |
Insider filings status:
- Section 16(a) compliance: All required forms timely filed for 2024 except one Form 4 for director James L. Ziemer (filed one day late); no delinquent filings noted for Kennedy .
Governance Assessment
- Board effectiveness: Kennedy strengthens Audit oversight (financial expert) and compensation oversight via O&C, aligned with TXT’s independent committee structure and regular executive sessions—positive for investor confidence .
- Alignment: Director stock ownership requirements and anti-hedging/pledging policies support long-term alignment; Kennedy meets ownership guideline framework as a director .
- Independence & conflicts: Board confirms independence; no related-party transactions disclosed involving Kennedy; related-party items center on CEO/CFO aircraft arrangements approved by N&CG Committee with market-rate reimbursements—no direct exposure for Kennedy .
- Say-on-pay signals: 2024 say-on-pay received ~94.1% approval, indicating strong shareholder support for compensation framework overseen by O&C; 2025 say-on-pay voted “For” 142,127,513 vs “Against” 11,518,225 (raw votes) .
- RED FLAGS: None evident for Kennedy—no pledging/hedging, no related-party transactions, attendance threshold met, independent status affirmed .
Shareholder Voting Context (Engagement Signal)
| Vote Item | For | Against | Abstain | Broker Non-Vote |
|---|---|---|---|---|
| Director election – Thomas A. Kennedy (2025 Annual Meeting) | 151,262,878 | 2,625,169 | 658,635 | 11,977,251 |
| Say-on-Pay (2025) | 142,127,513 | 11,518,225 | 900,944 | 11,977,251 |
| Say-on-Pay (2024 approval %) | 94.1% approval (FY2023 comp) | — | — | — |
Committee Structure Reference
- Audit: Independent members only; responsibilities include financial reporting integrity, auditor oversight, risk management; members include Kennedy; 8 meetings in 2024 .
- Organization & Compensation (O&C): Independent members only; responsibilities include CEO and executive compensation, succession planning; members include Kennedy; 6 meetings in 2024 .
- Nominating & Corporate Governance: Independent members; 3 meetings in 2024 (Kennedy not listed as member) .
Related Party Transactions (Conflict Review)
- No transactions involving Kennedy disclosed. Aircraft hangar/service arrangements involve Scott C. Donnelly and Frank T. Connor and were approved by N&CG Committee; executives reimbursed market-rate costs; Company’s incremental costs disclosed—no director-level conflict for Kennedy .
Director Compensation Program Details (Structure)
- 2024: $130,000 cash retainer; $165,000 RSU value; $15,000 Audit Committee member retainer; chair and lead director differentials as noted above .
- Deferred Income Plan for Non-Employee Directors: Optional deferrals to interest-bearing or stock unit accounts; interest rate capped at 120% of LT AFR .
- Matching Gift Program: Up to $7,500 match in 2024; increased to $10,000 beginning in 2025 .
Notes on Board Practices
- Executive sessions: Independent directors meet without management at every regularly scheduled Board meeting .
- Ownership & trading policy: Directors prohibited from hedging/pledging; covered persons subject to pre-clearance and blackout periods .
Overall, Kennedy’s audit expertise, defense-industry leadership, and independent status contribute positively to Board oversight of financial reporting and compensation. Lack of related-party exposure and adherence to ownership/trading policies support alignment and investor confidence .