SHAREHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMAN We have been advised that Mr. Kenneth Steiner, of 14 Stoner Ave., 2M, Great Neck, NY 11021-2100, owner of at least 500 shares of common stock, intends to introduce the following resolution at the annual meeting. The shareholder proposal and supporting statement appear as received by us. Following the shareholder proposal is our response. Proposal — Independent Board Chairman Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO. Whenever possible, the Chairman of the Board shall be an Independent Director. The Company has the discretion to select a Temporary Chairman of the Board who is not an Independent Director to serve while the Board is seeking an Independent Chairman of the Board on an accelerated basis. Although it is a best practice to adopt this proposal soon this policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition. This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic. A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on. A lead director can be given a list of duties but there is no rule that prevents the Chairman from overriding the lead director in any of the so-called lead director duties. Textron’s so-called lead director, Mr. Kerry Clark violates the most important attribute of a Lead Director—independence. As director tenure goes up director independence goes down. Mr. Clark has 21-years excessive director tenure at Textron. Perhaps there should be a rule against a person who has been a CEO and a Chairman at the same time being named as lead director. Lead director Mr. Clark had years in the dual jobs of CEO and Chairman which could lead to his giving the utmost deference to the Textron Chairman/CEO. Past and present holders of both jobs at the same time would seem to have a special affinity with the one Textron person who now has the 2 most important Textron jobs, Chairman and CEO. This is inconsistent with the oversight role of a lead director. The lackluster performance of Textron stock is one more reason to vote for this proposal. Textron stock was at $72 in 2018. Now is a good time for a change for the better. Please vote yes: Independent Board Chairman—Proposal 4 68 TEXTRON 2024 PROXY STATEMENT
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