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 themselves to serve as Lead Director, generally for a threeyear 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 ● All directors must stand for election annually and be elected by a majority of votes cast in uncontested elections. ● During 2023, each director attended at least 75% of the total number of Board and applicable committee meetings, and all of the directors then standing for re-election attended the Annual Meeting of Shareholders. ● The Board and each of its three principal committees perform annual self-evaluations, and the evaluation process elicits 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. Shareholder Rights ● 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 corporate governance matters, our executive compensation program and ESG matters. Textron Stock ● 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. 8 TEXTRON 2024 PROXY STATEMENT
RkJQdWJsaXNoZXIy MjQ2MDYz