Director Compensation Table The following table provides 2023 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 145,000 165,000 310,000 Kathleen M. Bader 145,000 165,000 310,000 R. Kerry Clark 190,000 165,000 10,000 365,000 James T. Conway(3) 48,215 48,215 Michael X. Garrett(4) 73,096 134,344 207,440 Ralph D. Heath(3) 46,607 46,607 Deborah Lee James 143,154 165,000 7,500 315,654 Thomas A. Kennedy 145,000 165,000 310,000 Lionel L. Nowell III 160,000 165,000 325,000 James L. Ziemer 151,667 165,000 7,500 324,167 Maria T. Zuber 143,571 165,000 308,571 (1) The amounts in this column represent the grant date fair value of the RSUs issued to each of the directors serving on the date of the 2023 Annual Meeting, and for Mr. Garrett, the grant date fair value of the RSUs issued to him upon his appointment to the Board effective July 1, 2023. (2) The amounts in this column represent matching charitable contributions made by the Company on behalf of participating directors pursuant to the Textron Matching Gift Program. The amount for Mr. Clark includes a contribution paid by Textron in 2023 to match a contribution made in 2022. (3) Mr. Conway and Mr. Heath retired from the Board as of the 2023 Annual Meeting. (4) Mr. Garrett was appointed to the Board effective July 1, 2023. 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 cash retainer. 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 2024, 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. TEXTRON 2024 PROXY STATEMENT 17
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