L3HARRIS TECHNOLOGIES INC DE

For the period ended Apr 19, 2024. Filed Mar 8, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 19, 2024 · Filed Mar 8, 2024

LHX$259.89+0.7%Stored close · as of Nov 6, 2026

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Contents

PROXY SUMMARY

2024 Annual Meeting of Shareholders

Friday, April 19, 2024 1:00 PM Eastern Time

The Annual Meeting will be held exclusively online atwww.virtualshareholdermeeting.com/LHX2024

Record Date: February 23, 2024

PROXY SUMMARY

L3HARRIS 2024 PROXY STATEMENT 01

	PROXY SUMMARY VOTING MATTERS

VOTING MATTERS	For moreinformation	Board’s recommendation
Proposal 1	Elect our Board’s 14 nominees for director for a one-year term expiring at the 2025 Annual Meeting of Shareholders	Page 7	FOR each nominee
Proposal 2	Approve, in an advisory vote, the compensation of our named executive officers as disclosed in this proxy statement	Page 33	FOR the proposal
Proposal 3	Approve the L3Harris Technologies, Inc. 2024 Equity Incentive Plan	Page 80	FOR the proposal
Proposal 4	Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2024	Page 89	FOR the proposal
Proposal 5	Amend our Restated Certificate of Incorporation to limit liability of officers as permitted by law	Page 91	FOR the proposal
Proposal 6	Vote on a shareholder proposal titled “Transparency in Lobbying,” if properly presented	Page 93	AGAINST the proposal

Shareholders also will act on any other business matters that may properly come before the meeting.

BOARD AND GOVERNANCE HIGHLIGHTS

Our Board of Directors (our “Board”) has long been focused on and committed to responsible and effective corporate governance to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders.

· Director Nominees · · · OtherCurrentPublicCompanyBoards · · · L3Harris Committee Memberships ■ Member ■ Chair/Co-Chair ·
· Director Nominees · · · Age · · · DirectorSince* · · · Principal Occupation/Experience · · · Audit · · · Compensation · · · Finance · · · Innovationand Cyber · · · NominatingandGovernance · · · Ad hocBusinessReview ·
	Sallie B. Bailey	64	2018	Former EVP and CFO of Louisiana-Pacific Corporation	2	■		■
	Peter W. Chiarelli	73	2012	General, U.S. Army (Retired)	—	■			■
	Thomas A. Dattilo	72	2001	Advisor for private investment firms; former Chairman and CEO of Cooper Tire & Rubber Company	1		■			■
	Roger B. Fradin	70	2016	Consultant for The Carlyle Group; former Vice Chairman of Honeywell International Inc.	3			■	■		■
	Joanna L. Geraghty	51	2022	Chief Executive Officer of JetBlue Airways Corporation	1	■	■
	Kirk S. Hachigian	64	2023	Former Executive Chairman of JELD-WEN Holdings, Inc.	3						■
	Harry B. Harris, Jr.	67	2021	Admiral, U.S. Navy (Retired); former U.S. Ambassador to the Republic of Korea	—				■	■
	Lewis Hay III	68	2002	Operating Advisor for Clayton Dubilier & Rice, LLC; former Chairman and CEO of NextEra Energy, Inc.	1		■			■
	Christopher E. Kubasik	62	2018	Chair and CEO of L3Harris	—
	Rita S. Lane	61	2018	Former VP, Operations of Apple Inc.	2				■	■	■
	Robert B. Millard Lead Independent Director	73	1997	Retired Chairman of Massachusetts Institute of Technology Corporation	1		■	■
	Edward A. Rice, Jr.	67	2023	General, U.S. Air Force (Retired)	—				■
	William H. Swanson	75	2023	Retired Chairman and CEO of RTX (formerly Raytheon Company)	1						■
	Christina L. Zamarro	52	2022	Executive Vice President, Chief Financial Officer of The Goodyear Tire & Rubber Company	—	■		■

	* Years shown include tenure for nominees who served on the board of Harris Corporation (“Harris”) and the board of L3 Technologies, Inc. (“L3”) prior to the Merger. In this proxy statement, “Merger” refers to the all-stock merger completed on June 29, 2019 involving Harris and L3, with Harris changing its name to L3Harris Technologies, Inc.

02 L3HARRIS 2024 PROXY STATEMENT

	PROXY SUMMARY BOARD AND GOVERNANCE HIGHLIGHTS

Nominee Skills and Attributes

Our Board believes that these 14 nominees are well positioned to discharge the Board’s responsibilities.

These individuals represent a diverse mix of backgrounds, tenures, skills, experience and personal characteristics.

They have a track record of ability, integrity and judgment.

As a group, they possess a deep and unique understanding of our business and the challenges and opportunities faced by L3Harris.

Tenure

Refreshment

L3HARRIS 2024 PROXY STATEMENT 03

	PROXY SUMMARY BOARD AND GOVERNANCE HIGHLIGHTS

Key Governance Practices

Below are some key practices and policies that demonstrate our Board’s commitment to responsible and effective corporate governance to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders:

	Board Structure and Policies			> Independent directors make up approximately 93% of the Board and 100% of each committee. > All directors elected annually with a majority voting standard in uncontested elections. > Lead Independent Director broadly empowered with defined responsibilities and authority. > Independent directors regularly hold executive sessions led by Lead Independent Director. > Board and standing committees conduct annual self-evaluations to improve their effectiveness. > Board membership criteria take into account diversity of viewpoints, background, experience and personal characteristics, including age, gender and racial and ethnic minority status. > Avoid potential overboarding by allowing no more than three other public company boards (one for an executive officer of a public company) and annually reviewing director commitments under our guidelines. > Policy requiring directors to retire at age 75 (except as waived in connection with the Cooperation Agreement (as defined below)). > Board reviews and evaluates management development and succession plans. > Strong ethics and business conduct program, reflecting our commitment to our Code of Conduct and broader compliance principles, responsible corporate citizenship and sustainability and our belief that we should conduct all business dealings with honesty, integrity and accountability.
	Shareholder Input and Alignment			> Meaningful stock ownership guidelines for non-employee directors. > Prohibition for directors and executive officers on short sales, hedging, other derivative transactions and pledging of our common stock. > Robust proxy access By-Law provision allowing eligible shareholders to nominate Board candidates and include them in our proxy materials. > Shareholders holding at least 25% of our common stock can call a special meeting. > Annual “say-on-pay” advisory vote. > Engagement with large shareholders on key aspects of our executive compensation program and on environmental, social and governance matters, including at our 2023 Investor Day.
	Ethics and Compliance			> Oversight: Our process for implementing ethical standards starts with our Board having oversight of the Ethics & Compliance Program and extends to all levels of the Company. This approach drives accountability and promotes a strong culture of ethics and compliance in all of our business dealings. Each director annually acknowledges our Code of Conduct as part of this oversight process. > Values: Our focus on living our values of integrity, excellence and respect helps L3Harris ensure an ethical workplace by going beyond policies and procedures. Integrity is our first core value, setting a foundation for which we are all accountable. > Culture: We require all L3Harris employees, managers, officers and directors to abide by our Code of Conduct. Each year, all employees commit to never compromise our values to achieve business objectives. This pledge, combined with our values and governance approach, helps us instill the highest standards of performance and behavior, which permeate within and outside the Company, including to our employees, suppliers and customers.

	A HIGHLY ENGAGED AND ACTIVE BOARD Our Board:
	> is actively engaged in succession planning, with frequent opportunities to observe and interact with key talent, including at presentations, meetings and other events.			> is regularly briefed on topics of strategic importance to the Company, which may include technology, cybersecurity, risk management and potential opportunities for changes in the Company’s portfolio, such as acquisitions and divestitures.
	> oversees our business strategy, thoroughly reviewing our annual operating plans and three-year strategic plans and providing input and insight on these plans directly to our senior leadership team; also receives regular updates on our progress in executing the plans and on challenges that arise.			> holds executive sessions of independent directors at every regularly scheduled Board meeting to discuss strategic matters and significant developments without anyone from management present.

04 L3HARRIS 2024 PROXY STATEMENT

	PROXY SUMMARY PERFORMANCE HIGHLIGHTS

PERFORMANCE HIGHLIGHTS

Key Fiscal 2023

Financial Results

Revenue, adjusted earnings before interest and taxes (“EBIT”), adjusted free cash flow, non-GAAP net income from continuing operations per diluted common share attributable to L3Harris common shareholders (“EPS”) and Total Shareholder Return (“TSR”) results are important because they are components of performance

measures used in incentive

compensation.

See Appendix A for reconciliations of GAAP to non-GAAP financial measures.

Strategic Achievements


	SPACE & AIRBORNE SYSTEMS We continue to grow our positions in satellite systems and space superiority and ended the year with a record 58 satellites in backlog, including addressing a growing market for the Space Development Agency (SDA) Tracking Layer satellites, the first of which launched in 2024.						INTEGRATED MISSION SYSTEMS We delivered the first of 10 EC-37B Compass Call aircraft to the U.S. Air Force. Continuing our role as the platform integration prime, we were awarded ~$550 million to begin integration on four additional Compass Call aircraft.


	COMMUNICATIONS SYSTEMS We continue to fulfill urgent needs of Ukraine and, to-date, have delivered ~25,000 tactical radios, including ~10,000 in 2023, doubling Ukraine’s existing inventory and furthering our position as the global leader in resilient communications for domestic and international customers.						AEROJET ROCKETDYNE We opened a modernized facility to support hardware fabrication for a next generation missile program, complementing other recent new or modernized facilities including a facility to support large solid rocket motor production and a facility specializing in inert component production for solid rocket motor cases.

Shareholder Engagement

L3Harris remains committed to ongoing engagement and an active dialogue with shareholders. In December 2023, we hosted an Investor Day at our Global Headquarters in Melbourne, Florida where over 600 investors and analysts attended, both in-person and virtually, representing approximately 30% of our outstanding shares. The two-day event began with a management networking event and capabilities demonstration on the first day, providing investors an opportunity to engage with leadership and learn more about L3Harris solutions from across the portfolio. On the second day, the Space & Airborne Systems leadership team led investors on a tour of two manufacturing and integration facilities, showcasing our capabilities in the space domain. The tour was followed by a formal Investor Day presentation from our Chair and CEO and each of our four segment presidents, including a question and answer session. We received feedback from investors supportive of our continued focus on value creation, changes to our compensation program for 2024, Board refreshment, including two new directors who joined in December 2023, and our newly formed Ad Hoc Business Review Committee.

L3HARRIS 2024 PROXY STATEMENT 05

	PROXY SUMMARY EXECUTIVE COMPENSATION HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

Our basic executive compensation philosophy is as follows:


OVERALL OBJECTIVE	GUIDING PRINCIPLES
> Encourage and reward creation of sustainable, long-term shareholder value	> Align with shareholders’ interests > Be competitive at target performance level	> Motivate achievement of financial goals and strategic objectives > Align pay with performance

Target Pay Mix for Fiscal 2023

Consistent with our goals of aligning pay with performance and with the interests of our shareholders, more than 80% of fiscal 2023 target total direct compensation is at risk (either performance-based or time-based). Target total direct compensation is the sum of base salary, the target annual cash incentive award and the target value of performance share units, stock options and restricted stock units granted as part of our annual cycle of equity-based awards to executive officers.

CEO and Other Named Executive Officer* Fiscal 2023 Target Total Direct Compensation Mix

The Other Named Executive Officer Average includes the average of named executive officers Messrs. Mehta, Stackley, Zoiss and Ms. Turner, who were our named executive officers as of February 2023 and excludes Mr. Bedingfield. Percentages may not total 100% due to rounding.

Overview of Compensation Decisions for Fiscal 2023*


Mr. Kubasik	$1,550,000	$3,735,500120.5% of target	$13,500,000
Mr. Bedingfield**	$850,000	$53,500120.5% of target	n/a
Mr. Mehta	$725,000	$928,700128.1% of target	$2,550,000
Mr. Stackley	$725,000	$873,600120.5% of target	$2,550,000
Mr. Zoiss	$725,000	$1,130,300155.9% of target	$2,550,000

Includes only named executive officers who were executive officers subsequent to December 29, 2023.

Mr. Bedingfield’s Annual Cash Incentive Payout is based on a pro-rated salary for fiscal 2023. Mr. Bedingfield joined L3Harris subsequent to the grant of Annual Cycle Awards for fiscal 2023.

06 L3HARRIS 2024 PROXY STATEMENT

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