L3HARRIS TECHNOLOGIES INC DE

For the period ended Apr 18, 2025. Filed Mar 7, 2025.

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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 18, 2025 · Filed Mar 7, 2025

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

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

L3HARRIS TECHNOLOGIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒No fee required.

☐Fee paid previously with preliminary materials.

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

Front Cover

OurValues

NOTICE OF 2025 ANNUAL MEETING OF SHAREHOLDERS




WHEN:Friday, April 18, 20253:00 PM Eastern Time			Meeting Agenda
Proposal 1:Elect our Board’s 13 nominees named in the accompanying proxy statement for a one-year term expiring at the 2026 Annual Meeting of ShareholdersProposal 2:Approve, in an advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statementProposal 3:Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2025Proposal 4:Vote on a shareholder proposal titled “Transparency in Lobbying,” if properly presented
WHERE:The Annual Meeting will beheld exclusively online at www.virtualshareholdermeeting.com/LHX2025.

YOUR VOTE IS IMPORTANTEven if you plan to attend the virtual Annual Meeting, we encourage you to vote your shares before the meeting to ensure they are counted.HOW YOU CAN VOTE
	BEFORE THE ANNUAL MEETING
Internet*www.proxyvote.com
		Phone*1-800-690-6903		The accompanying proxy statement more fully describes these matters.Shareholders also will act on any other business matters that may properly come before the meeting, but we have not received notice of any such matters.Who May Vote: If you owned shares of L3Harris common stock at the close of business on February 28, 2025, you are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.How to Attend: The Annual Meeting will be virtual-only and held exclusively online. To find instructions on how to access and log in to the virtual Annual Meeting, see “How to Attend the Virtual Annual Meeting” on page 69 in the accompanying proxy statement. The platform for the virtual Annual Meeting will afford authenticated shareholders the same rights and opportunities to participate that they would have at an in-person meeting, including submitting questions and voting their shares.By Order of the Board of Directors,/s/ Christoph T. FeddersenChristoph T. FeddersenVice President, General Counsel and SecretaryMelbourne, FloridaMarch 7, 2025Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on Friday, April 18, 2025:The proxy statement and 2024 Annual Report to Shareholders are available at: www.l3harris.com/company/environmental-social-and-governance.
	MailComplete, sign and date your proxy/voting instruction card and mail in the postage-paid return envelope.
DURING THE ANNUAL MEETING
	For instructions on voting during the virtual Annual Meeting, see pages 70-71 of the accompanying proxy statement.

L3HARRIS 2025 PROXY STATEMENTi












	L3HARRIS TECHNOLOGIES, INC.
	1025 West NASA Boulevard
DEAR FELLOW SHAREHOLDERS	Melbourne, Florida 32919


Christopher E. KubasikChair and CEO		March 7, 20252024 marked the five-year anniversary of the transformative merger between L3 and Harris. Our strategy was to form a new company with capabilities in all domains – space, air, maritime, land and cyber – and to create more competition in the industry, while offering our customers alternatives to the traditional primes. We have established ourselves as the defense industry’s Trusted Disruptor, and our strategy is delivering tangible results. We continue to shape our portfolio to position the company to support the future of warfare. Since our merger, we divested 13 businesses representing $2B in non-core revenue, while making two acquisitions with $2.7B of strategically aligned revenue. We’ve also invested in over 40 high-tech, dual-use technology (commercial and military) companies. In 2024, we delivered on our financial commitments, driven by our Trusted Disruptor strategy, further advancing us toward our 2026 financial framework. We achieved strong revenue growth, margin expansion, and robust free cash flow generation, underscoring the strength of our leadership team and program performance. Through our transformative LHX NeXt initiative, we exceeded our fiscal 2024 LHX NeXt cost savings target, achieving $800 million. Our record backlog reinforces future growth, driven by key wins in space, missiles, and resilient communications. Strategic partnerships, operational efficiencies, and disciplined, profitable growth continue to drive long-term value for customers and shareholders.L3Harris remains committed to ongoing engagement and an active dialogue with shareholders. Understanding our shareholders’ priorities is crucial for ensuring that we address their interests. Throughout the many interactions with current and prospective shareholders, dialogue centered on operational excellence initiatives, margin expansion opportunities and disciplined allocation of capital. L3Harris anticipates this dialogue will remain a key input in our continued focus on value creation.On behalf of your Board, I am pleased to invite you to attend the 2025 Annual Meeting of Shareholders of L3Harris, to be held on Friday, April 18, 2025. The meeting will be virtual-only, held exclusively online to facilitate shareholder attendance and provide a consistent experience to all shareholders regardless of location. The live, interactive audio webcast of the meeting at www.virtualshareholdermeeting.com/LHX2025 will provide the ability for you to vote and submit questions online.Sincerely,Christopher E. KubasikChair and CEO

ii L3HARRIS 2025 PROXY STATEMENT

CONTENTS


PROXY SUMMARY · iii
PROPOSAL 1: ELECTION OF DIRECTORS		7
Criteria for Board Membership		7
Director Nomination Process		8
Board Refreshment Policies		8
Nominee Skills and Biographies		9
Voting Standard for Election of Directors		14
CORPORATE GOVERNANCE		15
Board Leadership Structure		15
Our Board’s Role and Responsibilities		19
Board Policies and Processes		21
Director Compensation and Benefits		23
PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION		25
COMPENSATION DISCUSSION AND ANALYSIS		26
Executive Summary		27
Compensation Philosophy and Key Practices		28
Elements of our Compensation Program		29
Other Compensation Elements		36
Employment Agreements		37
Our Practices, Policies and Guidelines for Executive Compensation		39
COMPENSATION COMMITTEE REPORT		43
COMPENSATION TABLES		44
CEO PAY RATIO		57

PAY VERSUS PERFORMANCE		57
REPORT OF THE AUDIT COMMITTEE OF L3HARRIS		60
PROPOSAL 3: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		61
Fees Paid to Independent Registered Public Accounting Firm		62
Pre-Approval of Audit and Non-Audit Services		62
PROPOSAL 4: SHAREHOLDER PROPOSAL		63
SHARE OWNERSHIP		66
Shares Owned by Directors, Nominees and Executive Officers		66
Principal Shareholders		67
SHAREHOLDER NOMINATIONS AND PROPOSALS		68
INFORMATION ABOUT THE ANNUAL MEETING		69
APPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES		A-1

The Board of Directors of L3Harris Technologies, Inc. (“L3Harris” or “Company”) is soliciting proxies to be voted at our 2025 Annual Meeting of Shareholders on April 18, 2025 (the “2025 Annual Meeting”), and at any adjournments or postponements thereof. We expect that this proxy statement and form of proxy will be mailed and made available to shareholders beginning on or about March 7, 2025.

L3HARRIS 2025 PROXY STATEMENTiii

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