Kathleen Bader

About Kathleen Bader

Kathleen M. Bader, 74, has served as an independent director of Textron since 2004. She is the former President and CEO of NatureWorks LLC (formerly Cargill Dow LLC) and previously led a $4.2 billion plastics portfolio as Business President at Dow Chemical; she also served seven years on President Bush’s Homeland Security Advisory Council. Current committee assignments: Audit Committee and Nominating & Corporate Governance Committee; the Board has affirmatively determined she is independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (member; 8 meetings in 2024) and Nominating & Corporate Governance (member; 3 meetings in 2024) .
• Independence: Board determined Bader is independent under NYSE listing standards; all principal committees are entirely independent .
• Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all directors standing for re‑election attended the 2024 Annual Meeting .
• Executive sessions: Independent directors met in executive session at each of the Board’s six regular meetings in 2024 .
• Lead Independent Director: R. Kerry Clark currently serves as Lead Director; duties include presiding over executive sessions and shareholder engagement .
• Board refreshment: By‑laws prohibit election of directors who have attained age 75; Bader is approaching this threshold, implying limited remaining tenure absent a policy change .

Fixed Compensation

Additional programs:

• Directors’ Deferred Income Plan: Directors can defer cash compensation into interest‑bearing or Textron stock unit accounts; interest equals one‑twelfth of the greater of 8% or Moody’s Corporate Bond Yield Index, capped at 120% of the Long‑Term AFR .
• Directors’ Charitable Award Program (closed to new participants): Upon a participating director’s death, Textron contributes up to $1,000,000 to the Textron Charitable Trust; Bader is one of two current participants; no direct financial benefit to participating directors; insurance premiums for current participants fully paid .

Performance Compensation

Other Directorships & Interlocks

• Current public company directorships: Not disclosed for Bader in the proxy .
• Director service limits: Non‑management directors may serve on up to four other public company boards; the N&CG Committee evaluates other board commitments in nominations .

Expertise & Qualifications

• Strategic planning and change management in global industrial contexts .
• Implementation of strategic business processes, customer loyalty, and employee satisfaction programs .
• International business expansion expertise .
• National security advisory experience via Homeland Security Advisory Council .

Equity Ownership

Director stock ownership requirements and restrictions:

• Ownership guideline: Eight times the portion of annual cash retainer; all directors currently meet the requirement; prior joining grants included a one‑time 2,000 restricted share grant before 2022; retention policy restricts transfer while serving; anti‑hedging and anti‑pledging policies apply .
• Beneficial ownership (as of Jan 2, 2025): Bader beneficially owned 2,000 shares; percent of class not material (“*”) .

Insider trades (Form 4):

Anti‑hedging/pledging: Directors are prohibited from pledging Textron securities, short sales, and derivatives transactions on Textron securities .

Governance Assessment

• Alignment and independence: Long‑tenured independent director with relevant industrial and strategic experience; service on Audit and N&CG committees supports oversight of financial reporting and governance practices .

• Engagement signals: At least 75% meeting attendance in 2024 and regular executive sessions indicate active oversight; investor support strong based on director election vote counts (2024 and 2025) .

  Director Election Vote Support	For	Against	Abstain	Broker Non‑Vote
  2024 (Kathleen M. Bader)	157,286,378	6,236,010	1,003,923	11,741,204
  2025 (Kathleen M. Bader)	145,784,970	7,971,410	790,302	11,977,251

• Compensation structure: Balanced cash/equity mix with time‑based RSUs and no performance metrics (typical for directors), plus ownership guidelines and anti‑hedging/pledging policies — supports alignment with shareholders .

• Potential conflicts/related parties: No related‑party transactions disclosed involving Bader; participation in the legacy Directors Charitable Award Program provides no direct financial benefit to her .

• RED FLAGS:

  • Age‑based retirement policy at 75 may necessitate near‑term board transition for Bader, impacting continuity and committee composition .
  • One large open‑market sale in May 2024; while not inherently problematic, continued monitoring of insider sales is prudent given alignment considerations and ownership guidelines .

• Say‑on‑pay context (broader governance climate): 2024 say‑on‑pay approval ~94.1%, indicating strong investor support for compensation practices; 2025 advisory vote passed with 142.1M for, 11.5M against, 0.9M abstain .