TEXTRON 2022 PROXY STATEMENT 11 DIRECTOR INDEPENDENCE The Board of Directors has determined that Mses. Bader, James and Zuber and Messrs. Ambrose, Clark, Conway, Gagné, Heath, Nowell and Ziemer, are independent, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in the Textron Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below. In making its determination, the Board examined relationships between directors or their affiliates with Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2021, the Textron Charitable Trust made a $15,000 donation to Warriors & Quiet Waters Foundation, an organization for which Mr. Conway serves as a director, and a $20,000 donation to the Semper Fi Wounded Warrior Fund, an organization for which Mr. Conway’s wife serves as Board Vice President. In addition, the Board considered that, in 2021, the Textron Charitable Trust made a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised either director’s independence as a Textron director. LEADERSHIP STRUCTURE Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board has determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer serves the best interests of Textron and its shareholders. This is because the Board believes that the CEO, with his extensive knowledge of the Company’s businesses and full time focus on the business affairs of the Company, makes a more effective Chairman than an independent director, especially given the size and multi-industry nature of the Company’s business. The Board has committed to review, at least once every two years, whether combining these positions serves the best interests of Textron and its shareholders. Our independent directors elect a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Currently, Mr. Clark serves as Lead Director. The Lead Director is assigned clearly defined and expansive duties under our Corporate Governance Guidelines and Policies, including: • Presiding at all meetings of the Board at which the Chairman is not present, including all executive sessions of the Board; • Serving, when needed, as liaison between the CEO and the independent directors; • Identifying, together with the CEO, key strategic direction and operational issues upon which the Board’s annual core agenda is based; • Discussing agenda items and time allocated for agenda items with the CEO prior to each Board meeting, including the authority to make changes and approve the agenda for the meeting; • Determining the type of information to be provided to the directors for each scheduled Board meeting; • Convening additional executive sessions of the Board; • Being available for consultation and direct communication with Textron shareholders; and • Such other functions as the Board may direct. Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at these sessions and at any additional executive sessions convened at the request of a director. During 2021, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.
RkJQdWJsaXNoZXIy MjQ2MDYz