TEXTRON 2026 PROXY STATEMENT / 11 CORPORATE GOVERNANCE DIRECTOR INDEPENDENCE The Board of Directors has determined that Mses. Bader, James, Méndez and Zuber, and Messrs. Ambrose, Clark, Garrett, Kennedy, Mionis and Nowell, are independent, and that former Board member James L. Ziemer, who served as a director until April 23, 2025, was independent during the time he served as a director, as defined under the listing standards of the New York Stock Exchange, based on the criteria set forth in Textron’s Corporate Governance Guidelines and Policies which are posted on Textron’s website as described below. In making its determination, the Board examined relationships between directors or their affiliates and Textron and its affiliates and determined that each such relationship did not impair the director’s independence. Specifically, the Board considered the fact that, in 2025, the Textron Charitable Trust made a $20,000 donation to the Semper Fi & America’s Fund, an organization for which Mr. Garrett serves as a director, and a $50,000 donation to The Atlantic Council, an organization for which Ms. James serves as a director. Textron has supported The Atlantic Council since 2002, with the amount of its contribution being $50,000 annually since 2011. The Board determined that these donations have not compromised any of the directors’ independence as a Textron director. LEADERSHIP STRUCTURE Historically, as reflected in Textron’s Corporate Governance Guidelines and Policies, the Board had determined that the practice of combining the positions of Chairman of the Board and Chief Executive Officer served the best interests of Textron and its shareholders. Ms. Atherton’s appointment as President and CEO, effective January 4, 2026, separated the Chairman of the Board and CEO positions with the appointment of Mr. Donnelly as Executive Chairman. The Board believes that Mr. Donnelly, given his long tenure as CEO and with his extensive knowledge of the Company’s businesses and full-time focus on the business affairs of the Company, makes a more effective Chairman than an independent director, especially given the size and multi-industry nature of the Company’s business. As required by the Corporate Governance Guidelines and Policies, if the chairman and CEO positions are combined, the Board, at least once every two years, reviews whether having the positions combined best serves the interests of Textron and its shareholders. The Board welcomes and takes under consideration any input received from our shareholders regarding the Board’s leadership structure and will inform shareholders of any change in the Board’s leadership structure in a press release or through amended Corporate Governance Guidelines and Policies published on our website and highlighted in our annual proxy statements. Our independent directors designate a Lead Director from among them for what is expected to be a three-year term with the appointment ratified annually. Mr. Nowell was designated as Lead Director, effective January 4, 2026. The Lead Director is assigned clearly defined and expansive duties under our Corporate Governance Guidelines and Policies, including: • Presiding at all meetings of the Board at which the Executive Chairman is not present, including all independent director executive sessions of the Board; • Serving, when needed, as liaison between the CEO, the Executive Chairman and the independent directors; • Identifying, together with the CEO and the Executive Chairman, key strategic direction and operational issues upon which the Board’s annual core agenda is based; • Discussing agenda items and time allocated for agenda items with the CEO and the Executive Chairman prior to each Board meeting, including the authority to make changes and approve the agenda for the meeting; • Determining the type of information to be provided to the directors for each scheduled Board meeting; • Convening additional executive sessions of the Board; • Being available for consultation and direct communication with Textron shareholders; and • Such other functions as the Board may direct. Textron’s Corporate Governance Guidelines and Policies also require that the Board meet in executive session for independent directors without management present at each regularly scheduled Board meeting. Textron’s Lead Director presides at these sessions and at any additional executive sessions convened at the request of a director. During 2025, the independent directors met in executive session without management present during each of the Board’s six regularly scheduled meetings.
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