L3HARRIS TECHNOLOGIES, INC. /DE/, DEF 14A filed on 3/7/2025
Proxy Statement (definitive)
v3.25.0.1
Document and Entity Information
12 Months Ended
Jan. 03, 2025
Document and Entity Information [Abstract]  
Document Type DEF 14A
Entity Registrant Name L3HARRIS TECHNOLOGIES, INC.
Entity Central Index Key 0000202058
Amendment Flag false
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
12 Months Ended 36 Months Ended
Jan. 03, 2025
Dec. 29, 2023
Dec. 30, 2022
Dec. 31, 2021
Jan. 01, 2021
Feb. 23, 2024
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table

    

    

    

    

    

    

    

    

    

(Company

Average

Value of Initial Fixed

Selected

Summary

Average

$100 Investment

Measure)

Summary

Summary

Compensation

Compensation

Compensation

Based On:

Adjusted

Compensation

Compensation

Actually

Compensation

Table Total Paid

Actually Paid to

Peer

Net

Free

Table Total for

Table Total for

Paid to

Actually Paid to

to non-PEO

non-PEO

Group

Income

Cash Flow

Year

Mr. Kubasik(1)

Mr. Brown(1)

Mr. Kubasik(1),(3)

Mr. Brown(1),(3)

NEOs(2)

NEOs(3),(4)

TSR(5)

TSR(6)

(in  millions)(7)

(in millions)(8)

(a)

    

(b)

    

(c)

    

(d)

    

(e)

    

(f)

    

(g)

    

(h)

    

(i)

    

(j)

    

(k)

2024

$

20,839,223

n/a

$

17,503,180

n/a

$

5,440,525

$

4,997,641

$

110.28

$

131.38

$

1,512

$

2,319

2023

$

19,824,247

 

n/a

$

19,039,757

 

n/a

$

5,225,867

$

4,048,392

$

108.52

$

114.66

$

1,198

$

2,029

2022

$

16,714,229

 

n/a

$

21,278,977

 

n/a

$

5,008,120

$

5,096,945

$

104.68

$

107.39

$

1,061

$

2,029

2021

$

15,697,749

$

15,707,755

$

23,168,382

$

22,994,342

$

3,232,194

$

4,708,200

$

105.19

$

91.50

$

1,842

$

2,746

2020

 

n/a

$

15,452,653

 

n/a

$

18,317,486

$

7,108,088

$

8,177,817

$

91.48

$

80.81

$

1,086

$

2,686

(1)Mr. Kubasik became CEO of L3Harris and its principal executive officer on June 29, 2021, at which point, our former CEO, William M. Brown transitioned to the role of Executive Chair. Following Mr. Browns transition to Executive Chair, Mr. Brown remained a named executive officer during such fiscal year, but was no longer the CEO of L3Harris. Mr. Brown retired on June 29, 2022.
(2)Amounts reflect Summary Compensation Table Total Pay for our Non-PEO NEOs for each corresponding year.
(3)The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal 2024 the following amounts were deducted from and added to the total compensation number shown in the Fiscal 2024 Summary Compensation Table on page 44:

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid  

Fiscal 2024
(For PEO)

Fiscal 2024
(Average For
Non-PEO NEOs)

Summary Compensation Table Total

$

20,839,223

$

5,440,525

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(13,829,291)

$

(3,505,873)

(Minus): Change in Pension Value

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

12,910,649

$

3,240,859

Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

(1,334,652)

$

(214,719)

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

$

0

$

0

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

(1,287,426)

$

(17,503)

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

$

0

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

204,675

$

54,352

Compensation Actually Paid

$

17,503,180

$

4,997,641

For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC 718, using assumptions that are generally consistent with those used to determine the grant-date fair value set forth in the Notes.

The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between February 26, 2021 and February 23, 2024 used an estimated term between 2.0 years and 4.0 years in fiscal 2024, whereas the grant date fair values of such

awards used an estimated term of 5.0 years, and (ii) the performance share unit awards granted in 2023 and 2024 assumed a payout above target in fiscal 2024, in each case as compared to the grant date fair value calculations which assumed a payout at target.

(4)The amount in column (g) for fiscal 2023, reflects $241,169 increase over previously disclosed CAP due to the inclusion of partially vested restricted stock units for Michelle L. Turner, our former CFO.
(5)TSR represents the cumulative return on a fixed investment of $100 in the Companys common stock, for the period beginning on the last trading day of fiscal year through the end of the applicable fiscal year, assuming reinvestment of dividends.
(6)Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 500 Aerospace and Defense Industry Index for the period beginning on the last trading day of fiscal year through the end of the applicable fiscal year, assuming reinvestment of dividends.
(7)The dollar amounts reported represent net income reflected in the Companys audited financial statements in our Annual Reports on Form 10-K for the applicable year.
(8)The Company has chosen adjusted free cash flow as its Company-Selected Measure in the Compensation Actually Paid Table, as this was a key financial performance measure in setting pay-for-performance compensation in the 2024 fiscal year. See Appendix A for reconciliations of GAAP to non-GAAP financial measures.
         
Company Selected Measure Name Adjusted Free Cash Flow          
Named Executive Officers, Footnote

(1)Mr. Kubasik became CEO of L3Harris and its principal executive officer on June 29, 2021, at which point, our former CEO, William M. Brown transitioned to the role of Executive Chair. Following Mr. Browns transition to Executive Chair, Mr. Brown remained a named executive officer during such fiscal year, but was no longer the CEO of L3Harris. Mr. Brown retired on June 29, 2022.
         
Peer Group Issuers, Footnote
(6)Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 500 Aerospace and Defense Industry Index for the period beginning on the last trading day of fiscal year through the end of the applicable fiscal year, assuming reinvestment of dividends.
         
Adjustment To PEO Compensation, Footnote
(3)The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal 2024 the following amounts were deducted from and added to the total compensation number shown in the Fiscal 2024 Summary Compensation Table on page 44:

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid  

Fiscal 2024
(For PEO)

Fiscal 2024
(Average For
Non-PEO NEOs)

Summary Compensation Table Total

$

20,839,223

$

5,440,525

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(13,829,291)

$

(3,505,873)

(Minus): Change in Pension Value

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

12,910,649

$

3,240,859

Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

(1,334,652)

$

(214,719)

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

$

0

$

0

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

(1,287,426)

$

(17,503)

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

$

0

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

204,675

$

54,352

Compensation Actually Paid

$

17,503,180

$

4,997,641

         
Non-PEO NEO Average Total Compensation Amount $ 5,440,525 $ 5,225,867 $ 5,008,120 $ 3,232,194 $ 7,108,088  
Non-PEO NEO Average Compensation Actually Paid Amount $ 4,997,641 4,048,392 5,096,945 4,708,200 8,177,817  
Adjustment to Non-PEO NEO Compensation Footnote
(2)Amounts reflect Summary Compensation Table Total Pay for our Non-PEO NEOs for each corresponding year.
(3)The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal 2024 the following amounts were deducted from and added to the total compensation number shown in the Fiscal 2024 Summary Compensation Table on page 44:

Reconciliation of Summary Compensation Table Total to Compensation Actually Paid  

Fiscal 2024
(For PEO)

Fiscal 2024
(Average For
Non-PEO NEOs)

Summary Compensation Table Total

$

20,839,223

$

5,440,525

(Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year

$

(13,829,291)

$

(3,505,873)

(Minus): Change in Pension Value

$

0

$

0

Plus: Pension Service Cost and Associated Prior Service Cost

$

0

$

0

Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year

$

12,910,649

$

3,240,859

Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years

$

(1,334,652)

$

(214,719)

Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year

$

0

$

0

Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year

$

(1,287,426)

$

(17,503)

(Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year

$

0

$

0

Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation

$

204,675

$

54,352

Compensation Actually Paid

$

17,503,180

$

4,997,641

         
Compensation Actually Paid vs. Total Shareholder Return

Graphic

*100 invested on January 3, 2020 in common stock, including reinvestment of dividends

         
Compensation Actually Paid vs. Net Income

Graphic

         
Compensation Actually Paid vs. Company Selected Measure

Graphic

         
Total Shareholder Return Vs Peer Group

Graphic

         
Tabular List, Table

The table below provides an unranked list of the most important financial performance measures used by us to link Compensation Actually Paid for fiscal 2024 to our performance. Each of these financial performance measures is described in detail under the “Annual Cash Incentive” and “Long-term Incentives” headings in the “Compensation Discussion and Analysis” section.

Most Important Financial Performance Measures

Adjusted Free Cash Flow

(Company-Selected Measure)

3-year Cumulative EPS

3-year Average ROIC

         
Total Shareholder Return Amount $ 110.28 108.52 104.68 105.19 91.48  
Peer Group Total Shareholder Return Amount 131.38 114.66 107.39 91.5 80.81  
Net Income (Loss) $ 1,512,000,000 $ 1,198,000,000 $ 1,061,000,000 $ 1,842,000,000 $ 1,086,000,000  
Company Selected Measure Amount 2,319,000,000 2,029,000,000 2,029,000,000 2,746,000,000 2,686,000,000  
PEO Name Mr. Kubasik          
Increase in value of previously disclosed compensation actually paid due to partially vested restricted stock units   $ 241,169        
Options granted estimated term (in years) 5 years          
Options granted estimated term, maximum (in years)           4 years
Options granted estimated term, minimum (in years)           2 years
Measure:: 1            
Pay vs Performance Disclosure            
Name Adjusted Free Cash Flow          
Non-GAAP Measure Description
(8)The Company has chosen adjusted free cash flow as its Company-Selected Measure in the Compensation Actually Paid Table, as this was a key financial performance measure in setting pay-for-performance compensation in the 2024 fiscal year. See Appendix A for reconciliations of GAAP to non-GAAP financial measures.
         
Measure:: 2            
Pay vs Performance Disclosure            
Name 3-year Cumulative EPS          
Measure:: 3            
Pay vs Performance Disclosure            
Name 3-year Average ROIC          
Mr. Kubasik            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 20,839,223 19,824,247 $ 16,714,229 $ 15,697,749    
PEO Actually Paid Compensation Amount 17,503,180 $ 19,039,757 $ 21,278,977 23,168,382    
Mr. Brown            
Pay vs Performance Disclosure            
PEO Total Compensation Amount       15,707,755 $ 15,452,653  
PEO Actually Paid Compensation Amount       $ 22,994,342 $ 18,317,486  
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Aggregate Pension Adjustments Service Cost            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (13,829,291)          
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 12,910,649          
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,334,652)          
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,287,426)          
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 204,675          
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Aggregate Pension Adjustments Service Cost            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (3,505,873)          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 3,240,859          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (214,719)          
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (17,503)          
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 54,352          
v3.25.0.1
Award Timing Disclosure
12 Months Ended
Jan. 03, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure

WHAT WE DO PRIOR TO OR EARLY IN A NEW FISCAL YEAR

Consider and make,
as appropriate,
program design
changes

Graphic

   

Determine what changes, if any, to make to the executive compensation program for the new fiscal year (after receiving input from our CEO and independent compensation consultant and assessing compensation trends and competitive market data, including any relevant data for our compensation comparison peer group and TSR performance peer group).

Set target
compensation
values

Graphic

This process includes a review of:

>

each executives three-year compensation history, including base salary, annual cash incentive and equity awards;

>

the types and levels of other benefits available to the executive, such as change in control severance agreements or plans; and

>

compensation comparison peer group data or broad compensation market data, including surveys.

Establish
performance
measures, targets
and individual
objectives

Graphic

We determine:

>

short- and long-term financial performance measures and their relative weightings and associated targets for performance-based, at-risk elements of compensation for the new fiscal year; and

>

individual performance objectives for each executive and the relevant segment, sector, or organization.

>

These measures, weightings and targets and performance objectives are intended to align with our Board-approved annual operating plan and long-term strategic plan and create a pay for profitable growth environment and thereby encourage and reward the creation of sustainable, long-term value for our shareholders. As a general principle, we seek to establish targets for financial performance measures that are aligned with our strategic plan and are challenging yet achievable.

Make equity grants

>

Annual equity award grants to executive officers are made or approved at Board or Compensation Committee meetings, the dates for which are generally set at least one year in advance and are used as the grant date(s). We do not time equity grants to take advantage of information, whether positive or negative, about us that has not been publicly disclosed.

>

Only in special circumstances, such as new hires or promotions, or for retention or recognition, would grants occur outside of the typical cycle.

Award Timing Method

WHAT WE DO PRIOR TO OR EARLY IN A NEW FISCAL YEAR

Consider and make,
as appropriate,
program design
changes

Graphic

   

Determine what changes, if any, to make to the executive compensation program for the new fiscal year (after receiving input from our CEO and independent compensation consultant and assessing compensation trends and competitive market data, including any relevant data for our compensation comparison peer group and TSR performance peer group).

Set target
compensation
values

Graphic

This process includes a review of:

>

each executives three-year compensation history, including base salary, annual cash incentive and equity awards;

>

the types and levels of other benefits available to the executive, such as change in control severance agreements or plans; and

>

compensation comparison peer group data or broad compensation market data, including surveys.

Establish
performance
measures, targets
and individual
objectives

Graphic

We determine:

>

short- and long-term financial performance measures and their relative weightings and associated targets for performance-based, at-risk elements of compensation for the new fiscal year; and

>

individual performance objectives for each executive and the relevant segment, sector, or organization.

>

These measures, weightings and targets and performance objectives are intended to align with our Board-approved annual operating plan and long-term strategic plan and create a pay for profitable growth environment and thereby encourage and reward the creation of sustainable, long-term value for our shareholders. As a general principle, we seek to establish targets for financial performance measures that are aligned with our strategic plan and are challenging yet achievable.

Make equity grants

>

Annual equity award grants to executive officers are made or approved at Board or Compensation Committee meetings, the dates for which are generally set at least one year in advance and are used as the grant date(s). We do not time equity grants to take advantage of information, whether positive or negative, about us that has not been publicly disclosed.

>

Only in special circumstances, such as new hires or promotions, or for retention or recognition, would grants occur outside of the typical cycle.

v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Jan. 03, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true