CORPORATE GOVERNANCE 18 / TEXTRON 2026 PROXY STATEMENT Textron sponsors a Directors Charitable Award Program that was closed to new participants in 2004. Under the program, Textron contributes up to $1,000,000 to the Textron Charitable Trust on behalf of each participating director upon his or her death, and the Trust donates 50% of that amount in accordance with the director’s recommendation among up to five charitable organizations. Textron currently maintains life insurance policies on the lives of the participating directors, the proceeds of which may be used to fund these contributions. The premiums on the policies insuring our current directors who participate in this program have been fully paid so there are no longer expenditures associated with these policies. Ms. Bader and Mr. Clark, the only current directors who participate, do not receive any direct financial benefit from this program as the insurance proceeds and charitable deductions accrue solely to Textron. Non-employee directors also are eligible to participate in the Textron Matching Gift Program under which Textron will match contributions of directors and full-time employees to eligible charitable organizations at a 1:1 ratio up to a maximum of $10,000 per year. None of our directors receive compensation for serving on the Board from any shareholder or other third party. Employee directors do not receive fees or other compensation for their service on the Board. Director Compensation Table The following table provides 2025 compensation information for our directors other than Mr. Donnelly, Ms. Atherton, and Ms. Méndez. Mr. Donnelly’s compensation is reported in the Summary Compensation Table on page 40. Ms. Atherton became a director on January 4, 2026. Ms. Méndez became a director on February 15, 2026. Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) All Other Compensation ($)(2) Total ($) Richard F. Ambrose 145,000 185,000 330,000 Kathleen M. Bader 145,000 185,000 330,000 R. Kerry Clark 190,000 185,000 10,000 385,000 Michael X. Garrett 145,000 185,000 330,000 Deborah Lee James 155,000 185,000 10,000 350,000 Thomas A. Kennedy 145,000 185,000 7,500 337,500 Rob Mionis 121,562 185,000 306,562 Lionel L. Nowell III 160,000 185,000 345,000 James L. Ziemer(3) 43,333 7,500 50,833 Maria T. Zuber 150,000 185,000 335,000 (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 2025 Annual Meeting. (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 each of Mr. Kennedy and Mr. Ziemer reflects $7,500 paid by Textron in 2025 to match a contribution made in 2024. (3) Mr. Ziemer retired from the Board as of the 2025 Annual Meeting. DIRECTOR STOCK OWNERSHIP REQUIREMENTS 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. Prior to 2022, directors received a one-time grant of 2,000 shares of restricted stock upon joining the Board. These restricted shares do not vest until the director has completed all terms of Board service to which he or she has been nominated and elected or in the event of death, disability or change in control of Textron. Our stock retention policy restricts 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. DIRECTOR ANTI-HEDGING AND PLEDGING POLICY Our directors are specifically 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.
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