Textron 2020 Proxy Statement

TEXTRON 2020 PROXY STATEMENT 3 ELECTION OF DIRECTORS Exemplary personal ethics and integrity Core business competencies of high achievement and a record of success Financial literacy and a history of making good business decisions and exposure to best practices Strong communications skills and confidence to ask tough questions Enthusiasm for Textron and sufficient time to be fully engaged Interpersonal skills that maximize group dynamics, including respect for others Specific skills and experience aligned with Textron’s strategic direction and operating challenges and that complement the overall composition of the Board Board Membership Criteria NOMINEES FOR DIRECTOR At the 2020 annual meeting, ten directors are to be elected to hold office until the 2021 annual meeting and until their successors have been elected and qualified. All ten nominees are currently Textron directors. Lionel L. Nowell III, who was recommended by a third-party search firm, was appointed as a director by the Board effective January 1, 2020. The search firm assisted the Company in identifying and evaluating director candidates for a fee paid by the Company. It is the intention of the persons named as proxies for the annual meeting, unless otherwise instructed, to vote “for” each of the directors who have been nominated for election. If any director nominee is unable or unwilling to serve as a nominee at the time of the annual meeting, the persons named as proxies will vote for the balance of the nominees and may vote for a substitute nominee designated by the present Board. Both Lawrence K. Fish, a director since 1999, and Lloyd G. Trotter, a director since 2008, will be retiring from our Board effective as of the annual meeting in accordance with our retirement policy. At that time, the Board intends to reduce the number of directors of the Company to ten. Our Nominating and Corporate Governance Committee and our Board have determined that each of our directors has the experience, attributes and skills needed to collectively comprise an effective and well-functioning Board. Textron’s directors have experience with businesses that operate in industries in which Textron operates or that involve skills that are integral to Textron’s operations. BOARD MEMBERSHIP QUALIFICATIONS The Board of Directors believes that the Board, as a whole, should possess a combination of skills, professional experience and diversity of backgrounds necessary to oversee the Company’s business. Accordingly, the Board and the Nominating and Corporate Governance Committee consider the qualifications of directors and director candidates individually and in the broader context of the Board’s overall composition and the Company’s current and future needs. In addition, the Board believes that there are certain attributes that every director should possess, as reflected in the Board’s membership criteria which are developed and recommended to the Board by the Nominating and Corporate Governance Committee. All of our current Board members share certain qualifications and attributes consistent with these criteria, which are set forth in the Company’s Corporate Governance Guidelines and Policies and are summarized below: