L3HARRIS TECHNOLOGIES, INC. /DE/

For the period ended May 11, 2026. Filed Apr 1, 2026.

About this filing

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.

May 11, 2026 · Filed Apr 1, 2026

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

See the whole filing, with its images and exhibits

Contents

PROXY SUMMARY

2026 Annual MeetingMonday, May 11, 2026 9:00 AM Eastern TimeThe Annual Meeting will be held exclusively online at www.virtualshareholdermeeting.com/LHX2026Record Date: March 13, 2026PROXY SUMMARY

ABOUT L3HARRISL3Harris is the Trusted Disruptor in defense tech. With customers’ mission critical needs always in mind, our employees deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of national security.

2025 FINANCIAL RESULTS

COMPANY DATA	ANNUAL REVENUE BY SEGMENT**
$27.5BORDERS	$38.7BBACKLOG	$10.7BSPACE & MISSION SYSTEMS
$21.9BL3HARRIS ANNUAL REVENUE	9.7%/15.8%GAAP MARGIN/ADJUSTED SEGMENT OPERATING MARGIN*	$7.6BCOMMUNICATIONS & SPECTRUM DOMINANCE
$8.53/$10.73GAAP EPS/NON-GAAP EPS*	$3.1/$2.8BCASH FROM OPERATIONS/ ADJUSTED FREE CASH FLOW*	$3.8BMISSILESOLUTIONS

OUR VALUES

INTEGRITY	EXCELLENCE	RESPECT
AccountableEthicalHonest	Flawless ExecutionCustomer-FocusedInnovative	SafeSustainableCommunity-Minded
* See Appendix A for reconciliations of U.S. generally accepted accounting principles (“GAAP”)** Reflects revenue after accounting for our realignment into three reportable segments, effective January 2, 2026

L3HARRIS 2026 PROXY STATEMENT 1

PROXY SUMMARY Voting matters


VOTING MATTERS	For moreinformation	Board’s recommendation
Proposal 1	Elect our Board’s eleven nominees for director for a one-year term expiring at the 2027 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 24	FOR the proposal
Proposal 3	Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2026	Page 66	FOR the proposal
Proposal 4	Vote on a shareholder proposal titled “Improve Shareholder Ability to Call for a Special Shareholder Meeting,” if properly presented	Page 68	AGAINST the proposal

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

Director Nominees

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 · · Age · · DirectorSince* · · Principal Occupation/Experience · · OtherCurrentPublicCompanyBoards · Audit · · Compensation · · · NominatingandGovernance
Sallie Bailey	66	2018	Former EVP and CFO of Louisiana-Pacific Corporation	1	■
Thomas Dattilo	74	2001	Former Chairman, President and CEO of Cooper Tire & Rubber Company	—				■
Roger Fradin	72	2016	Operating Executive for The Carlyle Group; former Vice Chairman of Honeywell International Inc.	3		■
Joanna Geraghty	53	2022	CEO of JetBlue Airways Corporation	1		■
Kirk Hachigian	66	2023	Former Chairman and CEO of JELD-WEN Holdings, Inc.	2	■
Harry Harris, Jr.	69	2021	Admiral, U.S. Navy (Retired); former Ambassador to the Republic of Korea	—				■
Lewis Hay III Lead Independent Director	70	2002	Former Chairman and CEO of NextEra Energy, Inc.	1	■	■		■
Christopher Kubasik	65	2018	Chairman and CEO of L3Harris	—
David Regnery	63	2024	Chair and CEO of Trane Technologies, plc	1		■
Edward Rice, Jr.	70	2023	General, U.S. Air Force (Retired)	—	■
Christina Zamarro	54	2022	EVP and CFO of The Goodyear Tire & Rubber Company	—	■
					■	Member	■	Chair

*	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.

2 L3HARRIS 2026 PROXY STATEMENT

PROXY SUMMARY Nominee skills and attributes

Nominee Skills and Attributes

All eleven nominees standing for election at the 2026 Annual Meeting are incumbent directors. Our incumbent directors Robert Millard and Rita Lane are retiring and will not be standing for election.

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

>	These individuals represent a variety of backgrounds, tenures, skills, and experiences.

>	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.

SKILLS AND EXPERIENCE OFELEVEN NOMINEES



CEO/General Manager Experience				7
Aerospace and Defense			5	7
Military/Government	2	4
Finance/Accounting						9		11
International/Global Operations							10
Technology				7
Manufacturing/Supply Chain/Quality				7
Strategy						9		11
M&A*					8
Public Company Board					8

*	“M&A” includes skills and experience related to mergers and acquisitions, as well as post-merger integration.

Tenure


5Under 5 years	45 - 10 years	2More than 10 years

Refreshment



Directors who have joined the Board since the 2022 Annual Meeting:+6	Directors who have left the Board since the 2022 Annual Meeting:-6	Directors who will be retiring at the 2026 Annual Meeting:-2

Attendance and Engagement


Director attendance at the six 2025 Board meetings:100%		Director attendance at the 2025 Annual Meeting:100%		Director attendance at 2025 committee meetings:99%

L3HARRIS 2026 PROXY STATEMENT 3

PROXY SUMMARY BOARD AND GOVERNANCE HIGHLIGHTS

BOARD AND GOVERNANCE HIGHLIGHTS

A HIGHLY ENGAGED AND ACTIVE BOARDOur Board:

>is actively engaged in succession planning, with frequent opportunities to observe and interact with key talent, including at presentations, meetings and other events.>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.		>is regularly briefed on topics of strategic importance to the Company, which may include technology, cybersecurity, risk management, potential opportunities for changes in the Company’s portfolio and other strategic transactions. >holds executive sessions of independent directors at every regularly scheduled Board and committee meeting to discuss strategic matters and significant developments without management present.

Key Governance Practices

		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.
Board Structure and Policies		>Independent directors make up approximately 91% 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 viewpoints, backgrounds, and experiences.>Allow no more than three other public company boards (one for an executive officer of a public company) and annual review of director commitments.>Policy requiring directors to retire at age 75.>Board reviews and evaluates management development and succession plans.>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.>Short sales, hedging, other derivative transactions and stock pledging prohibited for directors and executive officers.>Robust proxy access By-Law provision.>Shareholders holding at least 25% of our common stock for one year can call a special meeting.>Annual “say-on-pay” advisory vote.>Engage with large shareholders on executive compensation and environmental, social and governance (“ESG”). >All Board members expected to attend the Annual Meeting of Shareholders.
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.

4 L3HARRIS 2026 PROXY STATEMENT

PROXY SUMMARY Shareholder engagement



Shareholder Engagement We remain committed to ongoing engagement and an active dialogue with shareholders. Understanding our shareholders’ priorities is crucial for ensuring that we address their interests. Management regularly engages with shareholders representing at least a majority of institutional shares outstanding for discussions on financial performance led by our Investor Relations Office and for governance perspectives led by our Office of General Counsel. Meetings also include L3Harris representatives from Sustainability, Human Resources (“HR”) and Total Rewards (compensation). We acknowledge the value of considering shareholders’ perspectives and priorities. Consistent, active, year-round dialogue with shareholders allows our Board to consider and effectively address a broad range of viewpoints.

Engagement		Executives Engaged	Total Engaged
Over 300 shareholder engagements		Over 150 shareholders engaged with CEO or CFO	Attended 15 Investor Conferences

Who We Engaged
		57% of sharesoutstanding	70% of active Institutional shares outstanding

Engagement	●CEO●CFO●CHRO ●VP, Investor Relations●Office of General Counsel	●VP, Total Rewards●Business Segment Leadership●Sr. Director, Sustainability●VP, Environmental, Health & Safety●HR and Total Rewards

Method of Enagement	●1x1 calls/small group meetings●Non-deal Roadshows●Investor Conferences●Proxy Season Meetings	●Site Visits & Facility Tours●Annual Meeting●Investor Day●Proactive Outreach

●Voting matters●Sustainability Report & ESG initiatives		●Informs Investor Relations “IR” agenda●Board reviewof votingtrends	●Governance Trends●Topics of Interest●Input for next proxy cycle	●Board reviews feedback●Changes considered for implementation

L3HARRIS 2026 PROXY STATEMENT 5

PROXY SUMMARY executive compensation HIGHLIGHTS

EXECUTIVE COMPENSATION HIGHLIGHTS

Our 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 >Attract, retain, and motivate top executive talent	>Align pay with performance>Motivate achievement of financial goals and strategic objectives

Target Pay Mix for Fiscal 2025

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. We believe that the greater an executive’s responsibility level and ability to influence results, the greater the portion of the individual’s overall compensation that should be variable, at-risk compensation. The at-risk pay elements include performance-based awards with payouts dependent upon achievement relative to pre-established goals as well as equity awards whose value increases or decreases based upon stock price.

CEO and Other Named Executive Officer Fiscal 2025 Target Total Direct Compensation Mix


	BaseSalary	Target AnnualCash Incentive	PerformanceShare Units	StockOptions	RestrictedStock Units
CEO	8%	16%	38%	19%	19%


		Performance-Based	Time-Based

92% At-Risk

	BaseSalary	Target AnnualCash Incentive	PerformanceShare Units	StockOptions	RestrictedStock Units
Other Named Executive OfficersAverage	16%	16%	34%	17%	17%


	Performance-Based	Time-Based

84% At-Risk

Overview of Named Executive Officer Compensation Decisions for Fiscal 2025


· · Base Salary · · Annual Cash · · Target Value of Annual
· · Level · · Incentive Payout · · Cycle Awards (Equity-Based)
Mr. Kubasik	$1,550,000	$6,200,000	$14,175,000
		200% of target
Mr. Bedingfield	$950,000	$1,600,000	$4,500,000
		168% of target
Mr. Mehta	$825,000	$1,250,000	$3,500,000
		152% of target
Mr. Zoiss	$775,000	$1,030,800	$2,800,000
		133% of target
Mr. Rambeau	$775,000	$1,432,000	$2,800,000
		185% of target

6 L3HARRIS 2026 PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.