These changes are intended to align Textron’s program more closely with peer company practices. The Board believes that modest, biennial increases are preferable to less frequent, larger increases which otherwise would be needed to keep pace with peer company levels. Director Compensation Table The following table provides 2022 compensation information for our directors other than Mr. Donnelly, whose compensation is reported in the Summary Compensation Table on page 38. Fees Earned or Stock All Other Name Paid in Cash ($) Awards ($)(1) Compensation ($)(2) Total ($) Richard F. Ambrose 94,615 145,000 228,365 Kathleen M. Bader 140,000 145,000 285,000 R. Kerry Clark 175,000 145,000 5,000 325,000 James T. Conway 145,000 145,000 2,500 292,500 Paul E. Gagné(3) 45,385 — 45,385 Ralph D. Heath 140,000 145,000 285,000 Deborah Lee James 140,000 145,000 7,500 292,500 Lionel L. Nowell III 155,000 145,000 300,000 James L. Ziemer 145,000 145,000 7,500 297,500 Maria T. Zuber 125,000 145,000 270,000 (1) The amounts in this column represent the grant date fair value of the RSUs issued to each of the directors on the date of the 2022 Annual Meeting. (2) The amounts in this column represent the amounts of matching contributions made by the Company on behalf of participating directors pursuant to the Textron Matching Gift Program. (3) Mr. Gagné retired from the Board as of the 2022 Annual Meeting. DIRECTOR STOCK OWNERSHIP REQUIREMENTS In order to align the financial interests of our directors with the interests of our shareholders, we require that our directors maintain a specified level of stock ownership equal to eight times the portion of their annual retainer payable in cash. All directors currently meet the stock ownership requirement, which allows them to achieve the required level of ownership over time in the case of directors who have more recently joined the Board. We also have a stock retention policy restricting non- employee directors from transferring the Restricted Shares or the stock units credited under the Directors’ Deferred Income Plan while they serve on the Board. To the extent that directors do not defer settlement of their RSUs, they may not sell shares of common stock received upon vesting of RSUs unless the stock ownership requirement has been met. ANTI-HEDGING AND PLEDGING POLICY Our directors are prohibited from (i) pledging Textron securities as collateral for any loan or holding Textron securities in a margin account or (ii) engaging in short sales of Textron securities or transactions in publicly traded options or derivative securities based on Textron’s securities. CORPORATE GOVERNANCE GUIDELINES AND POLICIES Textron’s Corporate Governance Guidelines and Policies, originally adopted in 1996 and most recently revised in February 2022, meet or exceed the listing standards adopted by the New York Stock Exchange and are posted on Textron’s website, www.textron.com, under “Investors—Corporate Governance—Corporate Governance Guidelines and Policies,” and are also available in print upon request to Textron’s Secretary. 18 TEXTRON 2023 PROXY STATEMENT
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