TABLE OF CONTENTS Textron Inc. 2024 Annual Meeting of Shareholders 1 Attending the Meeting 1 Shareholders Who May Vote 1 Voting Recommendation 1 Item 1 Election of Directors 2 Board Membership Qualifications 2 Nominees for Director 2 Corporate Governance 8 Governance Highlights 8 Corporate Responsibility and Sustainability 14 Director Independence 9 Shareholder Outreach 15 Leadership Structure 9 Shareholder Communications to the Board 15 Board and Committee Evaluations 10 Director Nominations 15 Meeting Attendance 10 Compensation of Directors 16 Other Directorships 10 Director Stock Ownership Requirements 17 Board Committees 11 Anti-Hedging and Pledging Policy 17 Executive Committee 13 Corporate Governance Guidelines and Policies 17 Risk Oversight 13 Code of Ethics 18 Committee and Board Oversight of Environmental, Social and Governance Matters 13 Security Ownership 19 Audit Committee Report 21 Compensation Committee Report 22 Compensation Discussion and Analysis 23 Executive Summary 23 Role of Independent Compensation Consultant 36 Overview and Objectives of Executive Compensation Program 26 Share Ownership Requirements 36 Target Direct Compensation 27 Anti-Hedging and Pledging Policy 36 2023 Incentive Compensation Targets, Payouts and Performance Analysis 31 Clawback Policy 36 Risks Related to Compensation 35 Compensation Arrangements Relating to Termination of Employment 37 Other Compensation Programs 35 Tax Considerations 37 TEXTRON 2024 PROXY STATEMENT V
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