Textron 2021 Proxy Statement

TEXTRON 2021 PROXY STATEMENT 19 Directors and Executive Officers Number of Shares of Common Stock Percent of Class Kathleen M. Bader 12,775 (1) * R. Kerry Clark 7,000 (1) * Frank T. Connor 656,669 (2)(3) * James T. Conway 2,039 (1) * Scott C. Donnelly 2,310,908 (2)(3) 1.0% Julie G. Duffy 78,081 (2)(3) * Paul E. Gagné 5,268 (1) * Ralph D. Heath 2,000 (1) * Deborah Lee James 2,012 (1) * E. Robert Lupone 274,153 (2)(3) * Lionel L. Nowell III 2,000 (1) * James L. Ziemer 2,157 (1) * Maria T. Zuber 2,013 (1) * All current directors and executive officers as a group (13 persons) 3,357,075 1.5% Beneficial Holders of More than 5% BlackRock, Inc. (4) 17,026,249 7.5% Invesco Ltd. (5) 13,812,175 6.1% T. Rowe Price Associates, Inc. (6) 35,126,171 15.5% The Vanguard Group, Inc. (7) 23,766,325 10.5% * Less than 1% of the outstanding shares of common stock. (1) Excludes (i) stock units held by our non-employee directors under the Directors Deferred Income Plan that are paid in cash following termination of service as a director, based upon the value of Textron common stock, as follows: Ms. Bader, 64,975 shares; Mr. Clark, 83,771 shares; Mr. Conway, 28,266 shares; Mr. Gagné,113,430 shares; Mr. Heath, 13,297 shares; Ms. James, 7,419 shares; Mr. Nowell, 5,160 shares; Mr. Ziemer, 81,878 shares; and Ms. Zuber, 10,947 shares and (ii) for each director, 4,830 unvested RSUs payable in stock, not obtainable within 60 days of January 1, 2021. SECURITY OWNERSHIP The following table sets forth information regarding the beneficial ownership of our common stock as of January 1, 2021, unless otherwise noted, by: • Each person or group known by us to own beneficially more than 5% of our common stock; • Each of our directors; • Each of our named executive officers, as defined under Securities and Exchange Commission rules (“NEOs”); and • All of our current directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Shares of common stock subject to options that are exercisable, or restricted stock units that will vest, within 60 days of January 1, 2021, and shares held for the executive officers by the trustee under the Textron Savings Plan, are considered outstanding and beneficially owned by the person holding the option or unit or participating in the Plan but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Each shareholder listed below has sole voting and investment power with respect to the shares beneficially owned, except in those cases in which the voting or investment power is shared with the trustee or as otherwise noted.