10 TEXTRON 2022 PROXY STATEMENT CORPORATE GOVERNANCE GOVERNANCE HIGHLIGHTS Textron is committed to sound corporate governance practices, including the following: Director Independence • 9 of our 10 director nominees are independent, with our CEO being the only management director. • Our three principal Board committees, the Audit, Nominating and Corporate Governance, and Organization and Compensation Committees, are each comprised of entirely independent directors. • The independent directors meet regularly in executive session without management present. Independent Lead Director • Our independent directors elect a director from among them to serve as Lead Director, generally for a three-year term, with annual ratification. • The Lead Director is assigned clearly defined and expansive duties. • The Lead Director presides at executive sessions of the independent directors without management present at each regularly scheduled Board meeting. Board Accountability and Practices Shareholder Rights Textron Stock • All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. • During 2021, each director attended at least 75% of the total number of Board and applicable committee meetings, and all directors attended the Annual Meeting of Shareholders. • The Board and each of its three principal committees perform annual self-evaluations, and beginning in 2022, the evaluation process also will elicit feedback from each independent director if they have any concerns with respect to the performance of any other independent director. • Directors may not stand for reelection after their 75th birthday. • Shareholders holding 25% of our outstanding shares may call a special meeting of shareholders. • Our By-Laws provide a majority vote standard for the election of directors in uncontested elections, and we maintain a resignation policy under which any director who fails to receive a majority vote is required to tender their resignation for consideration by the Nominating and Corporate Governance Committee and the Board. • Our By-Laws provide for proxy access to allow eligible shareholders to include their own director nominees in the Company’s proxy materials. • Our Board and management regularly engage with large shareholders on our executive compensation program and on ESG matters. • We have robust stock ownership requirements for both our directors and our senior executives, all of whom currently meet their respective requirements. • Our executives and our directors are prohibited from hedging or pledging Textron securities.
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