Textron 2020 Proxy Statement

TEXTRON 2020 PROXY STATEMENT 11 is used by the Organization and Compensation Committee as a basis to recommend the compensation of the CEO. In addition, the Audit Committee, the Nominating and Corporate Governance Committee and the Organization and Compensation Committee are composed entirely of independent directors. Each of these committees’ charters provides that the committee may seek the counsel of independent advisors and each routinely meets in executive session without management present. The Board and each of its three principal committees perform an annual self-evaluation. MEETING ATTENDANCE During 2019, the Board of Directors held six regular meetings and one special meeting. Directors are expected to regularly attend Board meetings and meetings of committees on which they serve, as well as the annual meeting of shareholders. Each director attended at least 75% of the total number of Board and applicable committee meetings. All directors attended the 2019 annual meeting of shareholders. OTHER DIRECTORSHIPS Textron’s Corporate Governance Guidelines and Policies provide that non-management directors may serve on four other public company boards, provided that, in the case of a director who is a chief executive officer of a public company, the limit is two other such boards. BOARD COMMITTEES The Board of Directors has established the following three standing committees to assist in executing its duties: Audit, Nominating and Corporate Governance, and Organization and Compensation. The primary responsibilities of each of the committees are described below, together with the current membership and number of meetings held in 2019. Each of these committees is composed entirely of independent, non-management directors. Each of these committees has a written charter. Copies of these charters are posted on Textron’s website, www.textron.com , under “Investors—Corporate Governance—Committee Charters,” and are also available in print upon request to Textron’s Secretary. Kathleen M. Bader R. Kerry Clark James T. Conway Lawrence K. Fish Paul E. Gagné* Ralph D. Heath Deborah Lee James Lionel L. Nowell III Lloyd G. Trotter James L. Ziemer Maria T. Zuber Member Name AUDIT COMMITTEE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE ORGANIZATION AND COMPENSATION COMMITTEE Member Chair Audit Committee Financial Expert * Lead Director