DEF 14A 1 nc18250_def14a.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
SCHEDULE 14A INFORMATION
 
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
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 Pursuant to §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


 
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OUR
VALUES


Integrity, Excellence and Respect – always. At L3Harris, innovation is powered by our foundational commitment to living our values.








NOTICE OF 2021 ANNUAL
MEETING OF SHAREHOLDERS

When:
Friday, April 23, 2021
9:00 AM Eastern Time

Meeting Agenda
 
Proposal 1: To elect as directors the 12 nominees named in the accompanying proxy statement for a one-year term expiring at the 2022 Annual Meeting of Shareholders.
 
Proposal 2: To approve, in an advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statement.
 
Proposal 3: To ratify our Audit Committee's appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2021.
 
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.
 
All holders of common stock of record at the close of business on February 26, 2021 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof.
 
The Annual Meeting will be virtual-only, held exclusively online, due to the public health impact of COVID and to protect the health and well-being of our shareholders, employees and board of directors. The platform for the virtual Annual Meeting includes functionality that affords authenticated shareholders the same meeting participation rights and opportunities they would have at an in-person meeting. Instructions to access and log-in to the virtual Annual Meeting are provided under “Attending the Virtual Annual Meeting” on page 95 in the accompanying proxy statement, and once admitted, shareholders may view reference materials such as our list of shareholders as of the record date, submit questions and vote their shares by following the instructions that will be available on the meeting website.
 
By Order of the Board of Directors,


Scott T. Mikuen
Senior Vice President, General Counsel and Secretary
Melbourne, Florida
March 11, 2021

Important notice regarding the availability of proxy materials for the annual meeting of  shareholders to be held on Friday, April 23, 2021:
The Proxy Statement and 2021 Annual Report to Shareholders are available at:
www.l3harris.com/company/environmental-social-and-governance.
Where:
The Annual Meeting will be held exclusively online at
www.virtualshareholdermeeting
.com/LHX2021.



YOUR VOTE IS IMPORTANT



Even if you plan to attend the virtual
Annual Meeting, we encourage you to
vote your shares before the meeting to
ensure they are counted.






 


*Until 11:59 p.m. Eastern time on April 22, 2021. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.


L3HARRIS 2021 PROXY STATEMENT i






DEAR FELLOW
SHAREHOLDERS

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



March 11, 2021



William M. Brown
Chair & CEO

I am proud to convey the tremendous progress L3Harris made in the past year, despite unforeseen challenges, due to the heroic efforts of our employees, suppliers and customers. Thanks to them, we were able to address the global health, economic and social challenges, while meeting our stakeholder commitments and achieving our merger integration goals ahead of schedule. In the first 18 months since the merger, we made significant progress integrating two large organizations into a single high-performance, technology-focused operating company – establishing a culture anchored on shared values, embedding operational excellence throughout the company, and improving efficiencies across the enterprise by harmonizing multiple human resource and IT systems under common platforms. These actions helped foster collaboration throughout the company, leading to both cost and revenue synergies. These are substantial accomplishments even under ideal circumstances – which 2020 was not – and highlighted the resiliency and dedication of our 48,000 employees, as well as our leadership team and your Board of Directors.

On behalf of your Board, I am pleased to invite you to attend the 2021 Annual Meeting of Shareholders of L3Harris Technologies, Inc. to be held on Friday, April 23, 2021. The meeting will be virtual-only, held exclusively online, due to the public health impact of COVID and to protect the health and well-being of you and our employees and directors. You therefore will not be able to attend the meeting in person. The live, interactive audio webcast of the meeting at www.virtualshareholdermeeting.com/LHX2021 will provide the ability for you to vote and submit questions online, in addition to facilitating shareholder attendance and providing a consistent experience to all shareholders regardless of location.

The accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement describe the matters to be acted on at the meeting, which include:

>  election of the 12 nominees for director named in the accompanying Proxy Statement for a one-year term expiring at the 2022 Annual Meeting of Shareholders; 

>  approval, in an advisory vote, of the compensation of our named executive officers;

>  ratification of the appointment of our independent registered public accounting firm for our fiscal year 2021; and

>  such other business as may properly come before the meeting or any adjournments or postponements thereof.


























Your Board unanimously recommends that you vote FOR election of its nominees for director, FOR approval, in an advisory vote, of the compensation of our named executive officers and FOR ratification of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2021.





It is important that your shares be represented and voted at the meeting, even if you are unable to attend. You can ensure that your shares are represented and voted at the meeting by submitting your proxy/voting instruction over the Internet or by telephone, or by mail by using the traditional proxy/voting instruction if you received your proxy materials by mail. You can find instructions for these convenient ways to vote on both the Notice of Internet Availability of Proxy Materials and the proxy/voting instruction card, as well as in the accompanying Notice of 2021 Annual Meeting of Shareholders and Proxy Statement.





Sincerely,





   
William M. Brown
Chair and Chief Executive Officer

ii  L3HARRIS 2021 PROXY STATEMENT 







CONTENTS


The Board of Directors of L3Harris Technologies, Inc. is soliciting proxies to be voted at our 2021 Annual Meeting of Shareholders on April 23, 2021, 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 12, 2021.


L3HARRIS 2021 PROXY STATEMENT iii





PROXY
SUMMARY
2021 Annual Meeting
of Shareholders

Friday, April 23, 2021
9:00 AM Eastern Time

The Annual Meeting will be held exclusively online at
www.virtualshareholdermeeting. com/LHX2021.

Record Date: February 26, 2021

This summary does not contain all information shareholders should consider, and we encourage shareholders to read the entire proxy statement carefully.

VOTING MATTERS
For more
information
Board’s
recommendation
Proposal 1
Elect our Board’s 12 nominees for director for a one-year term expiring at the 2022 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
Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2021
Page 90
FOR the proposal

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

Key defined terms used in this proxy statement:
 
>
“Merger” refers to the all-stock merger completed on June 29, 2019 involving Harris Corporation (“Harris”) and L3 Technologies, Inc. (“L3”), with Harris changing its name to “L3Harris Technologies, Inc.” (“L3Harris” or “Company”);

>
“Harris Board,” “L3 Board” and “Harris Compensation Committee” refer to the Harris Board of Directors, the L3 Board of Directors and the Harris Management Development and Compensation Committee, respectively, prior to the completion of the Merger;

>
“fiscal 2020” refers to our fiscal year ended January 1, 2021;

>
“fiscal transition period” refers to our abbreviated six-month fiscal transition period of June 29, 2019 through January 3, 2020; and

>
“fiscal 2019” and “fiscal 2018” refer to our full fiscal years ended June 28, 2019 and June 29, 2018, respectively.


L3HARRIS 2021 PROXY STATEMENT 1









PROXY SUMMARY  BOARD AND GOVERNANCE HIGHLIGHTS



BOARD AND GOVERNANCE HIGHLIGHTS
 
We have long been focused on and committed to responsible and effective corporate governance in order to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders. The following are highlights regarding our governance framework and the composition of our Board of Directors (our “Board”).

Director Nominees
 
In connection with the Merger, our Board was reconstituted as a 12-member board, drawing members in equal numbers from the L3 and Harris boards. Our Board’s nominees for election as director are those twelve directors, who continue to comprise our Board:
 
>
William M. Brown, Chair and CEO;
 
>
Christopher E. Kubasik, Vice Chair, President and COO; and
 
>
Ten independent directors (Sallie B. Bailey, Peter W. Chiarelli, Thomas A. Corcoran, Thomas A. Dattilo, Roger B. Fradin, Lewis Hay III, Lewis Kramer, Rita S. Lane, Robert B. Millard and Lloyd W. Newton).
 
All nominees are independent except for Mr. Brown and Mr. Kubasik. The nominees are standing for election for a one-year term expiring at the 2022 Annual Meeting of Shareholders.



Other
Current
Public
Company
Boards
L3Harris Committee Memberships
Director nominee
Age
 
Director
Since*
 
Principal Occupation/Experience
Audit
Compensation
Finance
Nominating
and
 Governance
Ad Hoc
Technology
Sallie B. Bailey
61
2018
Former EVP and CFO of Louisiana- Pacific Corporation
2
 

 
William M. Brown
58
2011
Chair and CEO of L3Harris
1
         
Peter W. Chiarelli
70
2012
General, U.S. Army (Retired)
     
Thomas A. Corcoran
76
1997
President of Corcoran Enterprises, LLC; former Senior Advisor for The Carlyle Group
1
 
   
Thomas A. Dattilo
69
2001
Advisor for private investment firms; former Chairman and CEO of Cooper Tire & Rubber Company
1
 
 
 
Roger B. Fradin
67
2016
Consultant for The Carlyle Group; former Vice Chairman of Honeywell International Inc.
3
   
 
Lewis Hay III
65
2002
Operating Advisor for Clayton Dubilier & Rice, LLC; former Chairman and CEO of NextEra Energy, Inc.
1
 
 
 
Lewis Kramer
73
2009
Former Global Client Service Partner and National Director of Audit Services of Ernst & Young LLP
1
     
Christopher E. Kubasik
59
2018
Vice Chair, President and COO of L3Harris
         
Rita S. Lane
58
2018
Former VP, Operations of Apple Inc.
3
 
   
Robert B. Millard
Lead Independent Director
70
1997
Retired Chairman of Massachusetts Institute of Technology Corporation
1
     
Lloyd W. Newton
78
2012
General, U.S. Air Force (Retired); former EVP of Pratt & Whitney Military Engines
     

*Reflects tenure with L3 or Harris board of directors, as applicable.
Member
 
■  Chair

L3HARRIS 2021 PROXY STATEMENT 












PROXY SUMMARY  BOARD AND GOVERNANCE HIGHLIGHTS

Nominee Skills and Attributes

Our Board believes that these twelve nominees are well positioned to discharge our Board’s responsibilities.

Not only do they represent a diverse mix of backgrounds, skills and experience and a track record of driving long-term shareholder value, but, together, they also possess a deep and unique understanding of our business and the challenges and opportunities L3Harris faces.

Tenure of Director Nominees (including tenure with L3 or Harris board of directors, as applicable)
As shown below, our nominees represent a healthy balance of shorter and longer tenures. At the same time, our Board’s reconstitution in connection with the Merger benefited all nominees through new interactions and refreshed perspectives.

4
UNDER 5 YEARS
3
5 – 10 YEARS
5
MORE THAN 10 YEARS

Nominee Skills and Background
of 12 nominees

Senior P&L Experience

                               
  9  
           
 
                                             
Public Company Board

                                       
 11 
   
 
                                             
M&A/Post Merger Integration

                               
  9  
           
 
                                             
Aerospace & Defense

                       
  7  
                   
 
                                             
Military Service

       
  3  
                                   
 
                                             
Diverse

       
  3  
                                   
 
                                             
Technology

                       
  7  
                   
 
                                             
Finance Expertise

                           
  8  
               
 
                                             
Global Operations

                                   
  10 
       

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 83% of the Board and 100% of each committee.
 
>
All directors elected annually; 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.
 
>
Our Board and all standing committees conduct annual self-evaluations for continuous improvement in performance and effectiveness.
 
>
Our Board membership criteria take into account diversity of viewpoints, background, experience, personal characteristics, including gender, race, ethnicity, age,
sexual orientation and similar demographics, as well as avoiding potential overboarding (more than 4 other public company boards, under our guidelines).

>
Policy requiring directors to retire at age 75 (exception for three years for directors designated pursuant to Merger-related provisions of our governing documents). 

>
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, to responsible corporate citizenship and sustainability and to our belief that we should conduct all business dealings with honesty, integrity and responsibility.


L3HARRIS 2021 PROXY STATEMENT 3






 

PROXY SUMMARY  PERFORMANCE HIGHLIGHTS



SHAREHOLDER INPUT AND ALIGNMENT

>
Meaningful stock ownership guidelines for non-employee directors.

>
Prohibition on short sales, hedging, other derivative transactions and pledging of our common stock by directors and executive officers.

>
Robust proxy access By-Law provision allowing eligible shareholders to nominate and include in our proxy materials candidates for election to our Board.
>
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 enviromental, social and governance matters.

 
PERFORMANCE HIGHLIGHTS

Key Fiscal 2020
Financial Results
Revenue, adjusted EBIT and adjusted
free cash flow 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, and for information regarding pro forma 2019 results, refer to supplemental unaudited pro forma condensed combined income statement information for the four quarters ended January 3, 2020 prepared in accordance with the requirements of Article 11 of Regulation S-X included in L3Harris' Annual Report on Form 10-K for the fiscal year ended January 1, 2021. “EPS” refers to income from continuing operations per diluted common share.



In 2019, we changed our fiscal year end from the Friday nearest June 30 to the Friday nearest December 31. As a result, some of the information in this proxy statement, particularly relating to executive compensation matters, relates to the abbreviated six-month transition period of June 29, 2019 through January 3, 2020 (which we sometimes refer to as our “fiscal transition period”).



4  L3HARRIS 2021 PROXY STATEMENT 












PROXY SUMMARY  EXECUTIVE COMPENSATION HIGHLIGHTS

Strategic Achievements
 
Our strong fiscal 2020 financial results reflected our successful execution of the key strategic priorities L3Harris set for fiscal 2020, which were:

>
Executing seamless integration of L3 and Harris, including achieving at least $500 million in gross cost synergies from the Merger by the end of 2021;

>
Driving flawless execution and margin expansion through our e3 (excellence everywhere every day) operational excellence program;
>
Growing revenue through a well-aligned business portfolio and investments in innovation;

>
Maximizing cash flow with shareholder friendly capital deployment; and

>
Reshaping our portfolio to focus on high margin, high growth businesses.

EXECUTIVE COMPENSATION HIGHLIGHTS
 
Our basic executive compensation philosophy is as follows:


OVERALL OBJECTIVE
 
Encourage and reward creation
of sustainable, long-term
shareholder value


GUIDING PRINCIPLES

>  Align with shareholders’ interests

>  Be competitive at target performance level




>  Motivate achievement of financial goals and strategic objectives

>  Align realized pay with performance
 

Target Pay Mix for Fiscal 2020
 
Consistent with our goals of aligning pay with performance and with the interests of our shareholders, a high percentage of fiscal 2020 total target direct compensation is at risk (either performance-based or time-based). Under our incentive plans, compensation may be at risk either because it is performance-based (for example, payouts depend on achievement relative to pre-established performance goals) or time-based (for example, restricted stock unit awards subject to delayed vesting and thus the risk of a potential decrease in the price of our common stock).
 
For the calculations on the following page, total target direct compensation for fiscal 2020 includes annual base salary level, the target value of annual cash incentive awards and the target value of annual cycle awards of long-term equity-based incentive compensation; but does not include other compensation elements such as retirement, severance, health, welfare or other personal benefits, or transition or relocation benefits.


L3HARRIS 2021 PROXY STATEMENT 5









PROXY SUMMARY  EXECUTIVE COMPENSATION HIGHLIGHTS



CEO, COO and Other Named Executive Officer Fiscal 2020 Total Target Direct Compensation Mix



Overview of Compensation Decisions for Fiscal 2020


 
Base Salary
Level

Annual Cash
Incentive Payout
 
Target Value of
Annual Cycle Awards
(Equity-Based)
 
Mr. Brown
 

$1,500,000

$2,850,000
110.5% of target
 
$10,250,000
 
Mr. Kubasik
 
$1,500,000

$2,850,000
110.5% of target
 
$10,250,000
 
Mr. Malave
 
$700,000

$775,000
110.7% of target
 
$2,100,000
 
Mr. Gautier
 
$620,000

$575,000
92.7% of target
 
$1,600,000
 
Mr. Zoiss
 
$620,000

$720,000
116.1% of target
 
$1,600,000
 

6  L3HARRIS 2021 PROXY STATEMENT 





PROPOSAL 1:
ELECTION OF DIRECTORS




Our Board unanimously
recommends voting FOR
election of its 12 nominees
for director for a one-
year term expiring at the
2022 Annual Meeting of
Shareholders.


>  With a diverse mix of backgrounds, skills and experience and a track record of driving long-term shareholder value, as well as a deep and unique understanding of our business and the challenges and opportunities L3Harris faces, our Board is well positioned to discharge its responsibilities.

>  Nominees collectively have broad and diverse leadership experience and many other qualifications, skills and attributes that our Board views as valuable to L3Harris.

>  Healthy balance of shorter and longer tenures among nominees, all of whom are independent, except Mr. Brown, our Chair and CEO, and Mr. Kubasik, our Vice Chair, President and COO.

Our entire Board is elected annually by our shareholders. Our Restated Certificate of Incorporation provides that our Board shall consist of not less than 8 or more than 13 directors, the exact number of directors to be determined from time to time by our Board. Each director holds office until the Annual Meeting of Shareholders for the year in which that director’s term expires, and until that director’s successor is elected and qualified, except in the case of death, resignation, retirement or removal from office. Vacancies may be filled by a majority of the remaining directors.

OUR NOMINEES AS A GROUP

Our Board currently consists of the following twelve directors:

>
William M. Brown, Chair and Chief Executive Officer;

>
Christopher E. Kubasik, Vice Chair, President and Chief Operating Officer; and
>
Ten independent directors (Sallie B. Bailey, Peter W. Chiarelli, Thomas A. Corcoran, Thomas A. Dattilo, Roger B. Fradin, Lewis Hay III, Lewis Kramer, Rita S. Lane, Robert B. Millard and Lloyd W. Newton).

Based on the recommendation of our Nominating and Governance Committee, our Board has nominated the 12 directors comprising our Board – all of whom are standing for election as incumbents – for a new one-year term that will expire at the 2022 Annual Meeting of Shareholders.
 
No nominee is related to any other nominee or to any executive officer of L3Harris or its subsidiaries, by blood, marriage or adoption.
 
Below we provide information on each nominee’s experience, qualifications, attributes and skills that our Board has determined support the nominee’s nomination and service as a L3Harris director. Data with respect to the number of shares of our common stock beneficially owned by each of our directors as of February 5, 2021 can be found in the table on page 92. Beginning on page 16, we describe our director nomination process, and beginning on page 8, we describe the criteria we apply in selecting nominees.


L3HARRIS 2021 PROXY STATEMENT 7









PROPOSAL 1: ELECTION OF DIRECTORS  VOTING STANDARD FOR DIRECTORS



VOTING STANDARD FOR DIRECTORS
 
Under our By-Laws and Corporate Governance Guidelines, the voting standard for the election of our directors is a majority voting standard in uncontested elections and a plurality voting standard in contested elections. The election of directors at the 2021 Annual Meeting of Shareholders is an uncontested election and thus the majority voting standard applies.

To be elected under a majority voting standard, a director nominee must receive more “For” votes than “Against” votes. Abstentions and any broker non-votes will have no effect on the election of directors because only votes cast “For” or “Against” a nominee will be counted. Any incumbent director nominee who does not receive more “For” votes than “Against” votes must promptly offer to tender his or her resignation following certification of the vote, and our Nominating and Governance Committee will then recommend to our Board whether or not to accept it. Our Board shall take action within 90 days following certification of the vote, unless such action would cause us to fail to comply with the New York Stock Exchange (“NYSE”) independence or other legal requirements, in which event our Board shall take action as promptly as practicable while continuing to meet such requirements. Our Board will also promptly publicly disclose its decision and the reasons therefor.

If our Board does not accept the resignation, the nominee will continue to serve as a director until the next Annual Meeting of Shareholders and until his or her successor shall be duly elected and qualified, or until his or her prior death, resignation, retirement or removal from office. If our Board accepts the resignation, then a majority of our Board, in its sole discretion, may fill any resulting vacancy or may choose not to fill the vacancy and to decrease the size of our Board.

Proxies will be voted for the election of each of Mss. Bailey and Lane and Messrs. Brown, Chiarelli, Corcoran, Dattilo, Fradin, Hay, Kramer, Kubasik, Millard and Newton to serve for a one-year term expiring at the 2022 Annual Meeting of Shareholders, unless otherwise specified in the proxy/voting instructions. Proxies cannot be voted for more than the 12 nominees for director named in this proxy statement.

CRITERIA FOR BOARD MEMBERSHIP
 
General Criteria

Under our Corporate Governance Guidelines, our Board selects director nominees based on the recommendation of our Nominating and Governance Committee and the following criteria:

>
Demonstrated ability and sound judgment;

>
Personal qualities and characteristics, accomplishments and reputation in the business community or in the individual’s profession, professional integrity, educational background, business experience and related experience;

>
Willingness to objectively appraise management performance;

>
Current knowledge and contacts in the markets in which we do business and in our industry or other relevant industries, giving due consideration to potential conflicts of interest;

>
Ability and willingness to commit adequate time to Board and committee matters, including attendance at Board, committee and annual shareholder meetings;
>
Diversity of viewpoints, background, experience, personal characteristics, including gender, race, ethnicity, age, sexual orientation and similar demographics;
 
>
The number of other boards of which the individual is a member; and
 
>
Compatibility of the individual’s experience, qualifications, attributes or skills and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of L3Harris and the interests of our shareholders.


8  L3HARRIS 2021 PROXY STATEMENT 












PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEE BIOGRAPHIES

Incumbent Nominees
 
Our Nominating and Governance Committee’s process for considering, reviewing and evaluating incumbent directors as potential nominees for re-election typically is as follows:

>
Prior to each annual meeting of shareholders, each current director discusses his or her participation on our Board and its committees and other relevant matters with our Chair.

>
Each current director also is requested to discuss any concerns or issues regarding continued membership on our Board with the Chair of our Nominating and Governance Committee.
>
In addition, our Nominating and Governance Committee reviews each current director’s experience, qualifications, attributes, skills, tenure, contributions, other directorships, meeting attendance record, any changes in employment status and other information it deems helpful in considering and evaluating the director for nomination.

Our Nominating and Governance Committee followed this process with respect to nominees for election at the 2021 Annual Meeting of Shareholders.

Consideration of Diversity
 
Our Board values diversity as a factor in selecting nominees to serve on our Board. Although we have adopted no specific policy on diversity, our Nominating and Governance Committee considers our Board membership criteria in selecting nominees for directors, including diversity of viewpoints, background, experience, personal characteristics, including gender, race, ethnicity, age, sexual orientation and similar demographics. Such considerations also may include functional background, executive or professional experience, and international experience. As a general matter, our Board considers diversity in the context of our Board as a whole and takes into account the personal characteristics and experience of current and prospective directors to facilitate Board deliberations and decisions that reflect a broad range of perspectives. Our Board is committed to include persons of diverse backgrounds in candidate pools when seeking new members of the Board. However, nomination of a candidate should not be based solely on these factors.
 

NOMINEE BIOGRAPHIES
 
Each of the nominees has consented to stand for election. If any nominee becomes unavailable for election, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by our Board or, alternatively, our Board may determine to leave the vacancy temporarily unfilled or reduce the number of directors in accordance with our By-Laws.


L3HARRIS 2021 PROXY STATEMENT 9









PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEES FOR ELECTION



NOMINEES FOR ELECTION


L3Harris
Committees

> Audit
> Finance

Sallie B. Bailey  
Age: 61

Director since Apr. 2018

Independent Director

Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge of corporate finance, capital raising, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations
 
>  Knowledge and experience with complex financial and accounting functions and internal controls
 
>  Knowledge of complex financial, operational, management and strategic issues faced by a large global company
 
>  Public company board and corporate governance experience



Position, Principal Occupation and Professional Experience

>
Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation (Dec. 2011 - July 2018)

>
Vice President and Chief Financial Officer of Ferro Corporation (Jan. 2007 - July 2010)

>
11-year career at The Timken Company in various senior management positions of increasing responsibility (1995 - 2006), lastly as Senior Vice President, Finance and Controller

>
Previously with Tenneco Inc. in various finance organization roles (1988 - 1995), lastly as Assistant Treasurer

>
Previously with Deloitte and Touche LLP as an audit supervisor

Other Current/Recent Public Company Directorships

>
NVR, Inc. (since 2020)

>
The AZEK Company Inc. (since 2020)
>
General Cable Corporation (2013 - 2018)


 


L3Harris
Committees

>   None

William M. Brown
 
Age: 58
Director since Dec. 2011
Employee Director
(not independent)
Qualifications, Skills and Attributes Valuable to L3Harris
>  Current role as our Chief Executive Officer and his leadership and management skills
 
>  Knowledge of complex strategic, operational, management and financial issues faced by a large company with international operations
 
>  Knowledge and expertise related to strategic planning, global supply chain and procurement, productivity and lean manufacturing initiatives, international sales, marketing and operations, domestic and international mergers and acquisitions, regulatory challenges, and enterprise risk management
 
>  Public company board and governance experience



Position, Principal Occupation and Professional Experience

>
Chair of the Board and Chief Executive Officer of L3Harris Technologies, Inc. (since June 29, 2019)

>
Chairman of the Board, President and Chief Executive Officer of Harris Corporation (April 2014 - June 28, 2019)

>
President and Chief Executive Officer of Harris Corporation (Nov. 2011 - April 2014)

>
14-year career in U.S. and international roles at United Technologies Corporation (“UTC” and now known as Raytheon Technologies Corporation), a diversified global building and aerospace company (1997 - 2011), including Senior Vice President, Corporate Strategy and Development; 5 years as President of UTC’s Fire & Security Division; and President of Asia Pacific Operations of UTC’s Carrier Corporation

>
Previously with McKinsey & Company as senior engagement manager and with Air Products and Chemicals, Inc. as project engineer

Other Current/Recent Public Company Directorships
 
>
Celanese Corporation (since 2016)

10  L3HARRIS 2021 PROXY STATEMENT 












PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEES FOR ELECTION
 

L3Harris
Committees

>  Ad Hoc Technology
 (Chair)
>  Audit
 

Peter W. Chiarelli
 
Age: 70
Director since Aug. 2012
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge and expertise in complexities of both U.S. and international militaries, defense communities and defense industries
 
>  Extensive background in military operations and national security
 
>  Experience addressing complex operational and strategic issues, managing significant operating budgets, and handling legislative and public affairs



Position, Principal Occupation and Professional Experience

>
Chief Executive Officer, 1560 LLC, a company engaged in public policy and electoral research and analysis (2018 - 2019)

>
Chief Executive Officer of One Mind, a non-profit organization bringing together healthcare providers, researchers and academics to cure brain disorders (April 2012 - Jan. 2018)

>
General, U.S. Army (Retired), retired in March 2012 after nearly 40 years of service with U.S. Army, commanding troops at all levels from platoon to Multi-National Corps and holding various senior officer positions, including:

 
 
Vice Chief of Staff (Army’s second-highest-ranking officer), with responsibility for oversight of day-to-day operations and for leading budget planning and execution and efforts to modernize equipment, procedures and formations
 
Senior Military Assistant, Secretary of Defense
Commander of Multi-National Corps - Iraq
Division Commander, Fort Hood, Texas and Baghdad, Iraq
U.S. Army Chief of Operations, Training and Mobilization
Executive Officer, Supreme Allied Commander, Europe



L3Harris
Committees

>  Audit
>  Finance

Thomas A. Corcoran
 
Age: 76
Director since June 29, 2019
(1997 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge of complex operational, management, financial, strategic and governance issues faced by large public companies
 
>  Knowledge and expertise related to global supply chain, manufacturing, human resources, accounting and internal controls, finance and economic analysis and mergers and acquisitions
 
>  Knowledge of, and management experience with, aerospace and defense and technology industries and with the government procurement process, including with major U.S. Department of Defense programs
 
>  Public company board and governance experience



Position, Principal Occupation and Professional Experience

>
President, Corcoran Enterprises, LLC, a private management consulting firm (since 2001)

>
Senior Advisor, The Carlyle Group, a global alternative asset manager (2001 - 2017)

>
President and Chief Executive Officer, Gemini Air Cargo, an aircraft, crew, maintenance and insurance cargo airline (March 2001 - April 2004)

>
President and Chief Executive Officer, Allegheny Teledyne Incorporated, a global manufacturer of technically advanced specialty materials and complex components (Oct. 1999 - Dec. 2000)

>
President and Chief Operating Officer, Electronic Systems Sector and Space & Strategic Missiles Sector, Lockheed Martin Corporation, a global aerospace, defense, security and advanced technologies company (April 1993 - Sept. 1999)

>
26-year career at General Electric in various management positions

Other Current/Recent Public Company Directorships
 
>
Aerojet Rocketdyne Holdings, Inc. (since 2008)
 
>
L3 Technologies, Inc. (1997 - June 28, 2019)


L3HARRIS 2021 PROXY STATEMENT 11









PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEES FOR ELECTION


 

L3Harris
Committees

>   Compensation
>   Nominating and
Governance
 
Thomas A. Dattilo
 
Age: 69
Director since Aug. 2001
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge of complex operational, management, financial, strategic and governance issues faced by a large global public company
 
>  Knowledge and expertise related to global supply chain and distribution, mergers and acquisitions, lean manufacturing and related initiatives, international operations, human resources and talent management, accounting and internal controls, and investor relations
 
>  Experience and knowledge related to strategic planning, capital raising, mergers and acquisitions, and economic analysis
 
>  Public company board, governance and executive compensation experience
 
 

Position, Principal Occupation and Professional Experience

>
Advisor to various private investment firms (currently)

>
Chairman and Senior Advisor to Portfolio Group, a privately-held provider of outsourced financial services to automobile dealerships specializing in aftermarket extended warranty and vehicle service contract programs (Jan. 2013 - June 2016)

>
Senior Advisor for Cerberus Operations and Advisory Company, LLC, a unit of Cerberus Capital Management, a private investment firm (2007 - 2009)

>
Chairman, President and Chief Executive Officer of Cooper Tire & Rubber Company (“Cooper”), which specializes in design, manufacture and sale of passenger car and truck tires (2000 - 2006)

>
President and Chief Operating Officer of Cooper (1999 - 2000)

>
Previously held senior positions with Dana Corporation, including President of its sealing products group

Other Current/Recent Public Company Directorships

>
Canoo Inc. (since 2020)
>
Solera Holdings, Inc. (2013 - 2016)



L3Harris
Committees

>  Ad Hoc
Technology
>  Finance (Chair)

Roger B. Fradin
 
Age: 67
Director since Oct. 2016
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge of complex strategic, operational, financial, management and governance issues faced by a large public company
 
>  Knowledge of domestic and international operations, business development, strategic planning, product development and marketing, technology innovation, corporate finance, mergers and acquisitions, human resources and talent management, accounting and internal controls
 
>  Entrepreneurial background, with experience in driving growth for business and entering new markets, both organically and through acquisitions
 
>  Knowledge and experience in capital markets and finance matters
 
>  Public company board and governance experience
 

Position, Principal Occupation and Professional Experience

>
Chairman of Resideo Technologies, Inc., a residential comfort, thermal and security solutions provider (since 2018)

>
Chief Executive Officer of Juniper Industrial Holdings, Inc., a special purpose acquisition company focused on industrial and aerospace acquisitions (Oct. 2019 - Jan. 2020)

>
Consultant (since 2020) and Operating Executive (Feb. 2017 - 2020) for The Carlyle Group, a global alternative asset manager

>
17-year career in senior positions with Honeywell International Inc., a diversified technology and manufacturing company (2000 - 2017), including:


Vice Chairman (2014 - 2017)

President and Chief Executive Officer, Automation and Controls business unit (2004 - 2014)

President and Chief Executive Officer, Security and Fire Solutions business unit

Other Current/Recent Public Company Directorships

>
Juniper Industrial Holdings, Inc. (since 2019)

>
Resideo Technologies, Inc. (since 2018)

>
Vertiv Holdings Co (formerly GS Acquisition Holdings Corp) (since 2018)
>
Pitney Bowes Inc. (2012 - 2019)

>
MSC Industrial Direct Co., Inc. (1998 - 2019)


12  L3HARRIS 2021 PROXY STATEMENT 












PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEES FOR ELECTION
 

L3Harris
Committees

>   Compensation
 (Chair)
>   Nominating and
 Governance
 
Lewis Hay III
 
Age: 65
Director since Feb. 2002
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge of complex strategic, operational, management, regulatory, financial and governance issues faced by a large public company
 
>  Knowledge and expertise related to strategic planning, capital raising, financial planning, enterprise risk management, accounting and internal controls, mergers and acquisitions, investor relations and renewable energy and other environmental matters
 
>  Public company board, governance and executive compensation experience
 

Position, Principal Occupation and Professional Experience
 
>
Operating Advisor for Clayton, Dubilier & Rice, LLC, a private equity investment firm (since Jan. 2014)
 
>
14-year career in senior positions with NextEra Energy, Inc. (formerly FPL Group, Inc.) (“NextEra”), one of the nation’s leading electricity-related services companies and the largest renewable energy generator in North America (1999 - 2013), including:


Chief Executive Officer of NextEra
(June 2001 - July 2012)

Chairman of NextEra
(Jan. 2002 - Dec. 2013)


Other Current/Recent Public Company Directorships
 
>
Anthem, Inc. (since 2013)
 
>
Capital One Financial Corporation (2003 - 2019)
 

L3Harris
Committees

>  Audit (Chair)
>  Compensation
 
Lewis Kramer
 
Age: 73
Director since June 29, 2019
(2009 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge and experience with complex financial, audit and accounting matters and complex information technology and other systems
 
>  Knowledge of capital structure and related credit and finance matters, enterprise risk management and mergers and acquisitions
 
>  Extensive financial and business knowledge gained while serving as an independent auditor for numerous organizations across many industries
 
>  Public company board, governance and executive compensation experience
 
>  Expertise on functioning of audit committees and internal-control related matters
 

Position, Principal Occupation and Professional Experience
 
>
Retired from Ernst & Young LLP, a multinational professional services firm, in June 2009 after a nearly 40-year career during which he served on the firm’s U.S. Executive Board and held various senior positions including:


Global Client Service Partner for worldwide external audit and all other services for major clients

National Director of Audit Services

 
Other Current/Recent Public Company Directorships
 
>
Las Vegas Sands Corp. (since 2017)
 
>
L3 Technologies, Inc. (2009 - June 28, 2019)


L3HARRIS 2021 PROXY STATEMENT 13









PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEES FOR ELECTION


 

L3Harris
Committees

> None
 
Christopher E. Kubasik
 
Age: 59
Director since June 29, 2019
(2018 including L3 service)
Employee Director
(not independent)
Qualifications, Skills and Attributes Valuable to L3Harris
>  Current role as our President and Chief Operating Officer and his leadership and management skills
 
>  Knowledge and experience with complex strategic, operational, management and financial issues faced by a large aerospace and defense company with international operations
 
>  Knowledge and experience with complex financial and accounting functions and internal controls, mergers and acquisitions, human resources and talent development
 
>  Broad experience in aerospace, defense, and technology industries and with business development and the government procurement process, as well as deep knowledge of Department of Defense customers
 
>  Public company board and governance experience
 

Position, Principal Occupation and Professional Experience

>
Vice Chair, President and Chief Operating Officer of L3Harris Technologies, Inc. (since June 29, 2019)

>
Chairman, Chief Executive Officer and President of L3 Technologies, Inc. (May 2018 - June 28, 2019)

>
Chief Executive Officer and President of L3 Technologies, Inc. (Jan. 2018 - April 2018)

>
President and Chief Operating Officer of L3 Technologies, Inc. (Oct. 2015 - Dec. 2017)

>
13-year career in various senior executive positions with Lockheed Martin Corporation, a global aerospace, defense, security and advanced technologies company, including 3 years as Vice Chairman, President and Chief Operating Officer

>
17-year career with Ernst & Young LLP, where he was named partner in 1996

Other Current/Recent Public Company Directorships

>
L3 Technologies, Inc. (2018 - June 28, 2019)

>
Spirit AeroSystems Holdings, Inc. (2013 - 2016)


 

L3Harris
Committees

>   Compensation
>   Finance
 
Rita S. Lane
 
Age: 58
Director since June 29, 2019
(2018 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge and expertise related to global supply chain and distribution, manufacturing, sales and marketing and complex information technology and related systems
 
>  Knowledge and expertise related to strategic planning, technology innovation and research and development
 
>  Knowledge of complex operational, management, financial and operational issues faced by large global companies
 
>  Public company board and governance experience
 
 

Position, Principal Occupation and Professional Experience

>
Vice President, Operations of Apple Inc., where she oversaw the launch of the iPad® and manufacturing of the Mac® Desktop & Accessories product lines (July 2008 - Jan. 2014)

>
Senior Vice President, Integrated Supply Chain and Chief Procurement Officer of Motorola Solutions, Inc. (June 2006 - July 2008)

>
14-year career with International Business Machines Corporation serving within the Systems & Personal Computer division and as Vice President, Integrated Supply Chain

>
Served for 5 years in the U.S. Air Force, ultimately as a Captain

Other Current/Recent Public Company Directorships

>
Amphenol Corporation (since 2020)

>
Sanmina Corporation (since 2016)
>
Signify N.V. (since 2016)

>
L3 Technologies, Inc. (2018 - June 28, 2019)





14  L3HARRIS 2021 PROXY STATEMENT 












PROPOSAL 1: ELECTION OF DIRECTORS  NOMINEES FOR ELECTION
 

L3Harris
Committees

>  Ad Hoc Technology
>  Nominating and
Governance
 
Robert B. Millard
 
Age: 70
Director since June 29, 2019
(1997 including L3 service)
Lead Independent
Director
(since June 29, 2019)
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge and expertise related to corporate finance, capital raising, financial planning, accounting, mergers and acquisitions, and economic analysis
 
>  Experience and knowledge related to strategic planning, product development, technology innovation, and talent management
 
>  Public company board, governance and executive compensation experience
 

Position, Principal Occupation and Professional Experience
 
>
Chairman of the Massachusetts Institute of Technology Corporation (2014-2020; now Chairman Emeritus)
 
>
Held various positions in business, including:


Managing Director at Lehman Brothers and its predecessors
(1976 - 2008)

Chairman of Realm Partners L.L.C. (2009 - 2014)

 
Other Current/Recent Public Company Directorships
 
>
Evercore Inc. (since 2012)
 
>
L3 Technologies, Inc. (1997 - June 28, 2019)


L3Harris
Committees

>  Ad Hoc Technology
>  Nominating and Governance
(Chair)
 
Lloyd W. Newton
 
Age: 78
Director since June 29, 2019
(2012 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>  Knowledge and expertise in complexities of U.S. military and defense industry and extensive background in U.S. Department of Defense operations and human resources
 
>  Experience addressing complex organizational and strategic issues, managing significant operating budgets and handling legislative and public affairs
 
>  Knowledge of, and experience with, large aerospace and defense government projects and with the procurement process, including with major U.S. Department of Defense programs, and with complex operations, business development and technology-driven business environments
 
>  Public company board and governance experience

Position, Principal Occupation and Professional Experience
 
>
Executive Vice President, Pratt & Whitney Military Engines, an aerospace manufacturer (Sept. 2000 - March 2006)
 
>
Four-Star General and Commander, U.S. Air Force (Retired), retired in August 2000, after 34 years of service. Responsible for the recruiting, training and education of all Air Force personnel from 1997 until his retirement. Also served as an Air Force congressional liaison officer with the U.S. House of Representatives and was a member of the Air Force’s Air Demonstration Squadron, the Thunderbirds

Other Current/Recent Public Company Directorships
 
>
L3 Technologies, Inc. (2012 - June 28, 2019)
 
>
Torchmark Corporation (2006 - 2018)
 

L3HARRIS 2021 PROXY STATEMENT 15









PROPOSAL 1: ELECTION OF DIRECTORS  DIRECTOR NOMINATION PROCESS



DIRECTOR NOMINATION PROCESS
 
Our Board is responsible for approving nominees to stand for election as directors. Our Nominating and Governance Committee assists in this process, identifying individuals it determines are qualified to become Board members and recommending nominees.
 
Our Board has a long-standing policy to consider director nominees recommended by shareholders. A shareholder who wishes to recommend a nominee may do so by following the process discussed on page 94. Our Secretary will forward properly submitted shareholder-recommended nominations to the Chair of our Nominating and Governance Committee, and such nominations will be evaluated and considered by that committee in the same manner in which it evaluates other proposed nominees.
 
In addition, the “proxy access” provision of our By-Laws allows an individual eligible shareholder, or a group of no more than 20 eligible shareholders, to nominate and include in our proxy materials candidates for election to our Board under terms that include the following:
 
>
The shareholder or shareholder group must have owned 3% or more of the outstanding shares of our common stock continuously for at least three years.
 
>
The maximum number of proxy access nominees permitted is the greater of two or 20% of our Board (rounded down to the nearest whole number).
 
>
The shareholder(s) and the nominee(s) must satisfy additional eligibility and procedural requirements set forth in Article II, Section 11 of our By-Laws, including that a proxy access nomination notice must be delivered to us within a prescribed time period in advance of our Annual Meeting of Shareholders (see page 94 for the specific timeframe that applies to nominations for our 2022 Annual Meeting of Shareholders) and that all nominees and nominating shareholder(s) provide certain information, representations and agreements to us.
 
Our Board believes that the proxy access provision of our By-Laws strikes an appropriate balance between providing our shareholders with broad and meaningful access to our proxy materials, on one hand, and requiring sufficient transparency, protecting the interests of all shareholders and ensuring effective governance, on the other hand, and reflects best practices by being broadly consistent with other Standard & Poor’s 500 (“S&P 500”) companies’ proxy access by-laws.
 
Our Nominating and Governance and Committee expects to retain a third-party search firm to assist in identifying and/or evaluating potential nominees, and all of our current independent directors who were previously directors of Harris were identified and/or evaluated using that process.

16  L3HARRIS 2021 PROXY STATEMENT 












PROPOSAL 1: ELECTION OF DIRECTORS  BOARD REFRESHMENT POLICY

BOARD REFRESHMENT POLICY
 
As noted above, upon completion of the Merger on June 29, 2019, our Board was reconstituted to consist of twelve directors:
 
>
William M. Brown, Chair and Chief Executive Officer (formerly Harris’ Chairman, President and Chief Executive Officer);
 
>
Christopher E. Kubasik, Vice Chair, President and Chief Operating Officer (formerly L3’s Chairman, Chief Executive Officer and President);
 
>
Five independent directors from the Harris Board (Sallie B. Bailey, Peter W. Chiarelli, Thomas A. Dattilo, Roger B. Fradin and Lewis Hay III); and
 
>
Five independent directors from the L3 Board (Thomas A. Corcoran, Lewis Kramer, Rita S. Lane, Robert B. Millard and Lloyd W. Newton).

Our Board believes that these twelve directors not only have a diverse mix of backgrounds, skills and experience and a track record of driving long-term shareholder value, but, together, also possess a deep and unique understanding of our business and thus the challenges and opportunities L3Harris faces, and therefore, our Board is well positioned to discharge its responsibilities. Our Board has a favorable balance of shorter and longer tenures and has benefited through new interactions and the accompanying refreshed perspectives.
 
Also, the Merger Agreement provided that there will be a transition from Mr. Brown to Mr. Kubasik of the Chief Executive Officer role on the second anniversary of the Merger (June 29, 2021) and of the Chair role by the third anniversary of the Merger (June 29, 2022).
 
We do not impose term limits for directors. Under our retirement policy, a director who reaches age 75 may not be appointed, re-appointed, nominated or stand for election or re-election, but may serve out the remainder of his or her then-current term. This policy does not apply to any director designated pursuant to the Merger-related provisions of our Restated Certificate of Incorporation and our By-Laws, until after the third anniversary of the Merger. A director also is expected to offer to tender his or her resignation from the Board in the event of retirement from his or her principal position or another significant change in employment position or employer. Our Board then would determine whether such director’s continued Board membership under the new circumstances is in the best interests of L3Harris and our shareholders, free from conflicts of interest and otherwise appropriate.


L3HARRIS 2021 PROXY STATEMENT 17





CORPORATE
GOVERNANCE

We have long been focused on and committed to responsible and effective corporate governance in order to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders. In support of those goals, we have Corporate Governance Guidelines that trace their history to 1960. Our Board regularly reviews our Corporate Governance Guidelines and updates them from time to time as regulatory requirements change and governance practices evolve. Our Nominating and Governance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to our Board concerning corporate governance matters.
 
Our Corporate Governance Guidelines address a broad set of issues that our Board believes are integral to sound governance practices:

>
Board composition

>
Director independence

>
Selection of Chair

>
Designation and responsibilities of Lead Independent Director

>
Selection of Board nominees

>
Board membership criteria

>
Majority voting for directors

>
Director retirement policy

>
Other directorships
>
Director compensation

>
Stock ownership guidelines

>
Prohibitions on hedging

>
Prohibition on margin accounts and pledging transactions

>
Meeting schedules and agenda

>
Executive sessions of independent directors

>
Access to management

>
Board committees and membership
>
Board and director responsibilities

>
Director orientation and continuing education

>
CEO performance evaluation and compensation

>
Succession planning

>
Board and committee self-evaluations

A copy of our Corporate Governance Guidelines is available on the Corporate Governance section of our website at
www.l3harris.com/company/environmental-social-and-governance.

OUR BOARD’S ROLE AND RESPONSIBILITIES
 
Overview
 
Our Board is responsible for overseeing the management of our business, property and affairs and is focused on the creation of sustainable, long-term shareholder value. In addition to participating in Board and committee meetings held at our corporate headquarters or other offices or locations and reviewing relevant materials, Board members inform themselves about our business through discussions with our Chief Executive Officer (“CEO”), our President and Chief Operating Officer (“COO”) and our other executives, and by visiting our facilities.
 
Our Board’s major responsibilities include:

>
overseeing the conduct of our business and reviewing and approving our long-term strategy, key strategic and financial objectives and operating plans and other significant actions;

>
overseeing the management of our business and other enterprise risks and our enterprise risk management process;

>
establishing and maintaining an effective governance structure, including appropriate board composition;

>
planning for board succession and appointing directors to fill Board vacancies between annual meetings of shareholders;

>
selecting our CEO and COO, electing our corporate officers, evaluating the performance of our CEO, COO and other executive officers, planning for CEO succession and monitoring management’s succession planning for other executive officers;

>
determining CEO and COO compensation and overseeing the determination of other executive officer compensation;

>
overseeing our ethics and compliance programs and periodically assessing our culture; and

>
overseeing our systems of control which promote accurate and timely reporting of financial information to shareholders and our processes for maintaining the integrity of our financial statements and other public disclosures.

18 L3HARRIS 2021 PROXY STATEMENT 












CORPORATE GOVERNANCE  OUR BOARD'S ROLE AND RESPONSIBILITIES

Strategy Oversight
 
Our Board plays an active role in overseeing the formulation and implementation of our overall business strategy. As part of our annual strategic planning process, toward the end of each fiscal year, our senior leadership team and other executives present to our Board Company-wide and business unit annual operating plans and three-year strategic plans for the upcoming fiscal year(s). Our Board thoroughly reviews and provides substantive insight and guidance on these plans and, after further review sessions, approves them. Our Board then receives regular updates throughout the year on the progress, challenges and risks with respect to execution of the plans.
 
Our Board also routinely receives updates on and discusses topics of strategic importance to us, such as technology, cybersecurity, enterprise risk management and merger, acquisition and portfolio shaping opportunities. Our Board holds executive sessions solely for independent directors, and separately with our CEO and COO present, at each regularly-scheduled Board meeting to discuss strategic matters and other significant business developments.

Risk Oversight
 
In fulfilling its responsibility of overseeing the management of our business and other enterprise risks, our Board has approved our use of an enterprise risk management (“ERM”) process administered by management, as described below, and considers risks and related mitigation identified through the ERM process or raised in the context of a range of matters on which management reports to our Board or one of its committees.

ENTERPRISE RISK MANAGEMENT PROCESS
 
Our ERM process, among other things, is designed to identify material risks across L3Harris with input from each business segment and function. This process has been reviewed by our Board and is the subject of oversight and regular review by our Audit Committee. However, the responsibility for the day-to-day management of risk lies with our management, which continually monitors the material risks facing L3Harris, including strategic risk, financial risk, operational risk, and legal and compliance risk. Under our ERM process, which is coordinated through a cross-functional management committee, various material business risks are regularly identified, assessed and prioritized. The top risks to L3Harris, which are reflected in an enterprise risk “heat map,” and any mitigation plans associated with those risks, are reported to our Board. In addition, our management ERM committee regularly provides reports to our senior executives to ensure dissemination of information about identified risks to management and throughout L3Harris. We also manage risk through numerous controls and processes embedded in our operations, which are reviewed from time to time with our Board and/or its relevant committees.

ALLOCATION OF RISK OVERSIGHT RESPONSIBILITIES
 
As noted above, our Board also considers risks that are raised in the context of various matters that management may bring to the attention of our Board or one of its committees. When a committee considers risks, it provides reports regarding such risks to our full Board. Examples of risks considered by our Board and its committees are shown below:

>
Full Board – elements of risk related to Company-wide and business unit annual operating plans, three-year strategic plans, cybersecurity, merger, acquisition and portfolio shaping opportunities, market environment updates, regular financial and operations updates and other strategic discussions.

>
Audit Committee – elements of risk related to financial reporting, internal audit, internal control over financial reporting, auditor independence and related areas of accounting, taxation, law and regulation.

>
Compensation Committee – elements of risk related to compensation policies and practices and talent management and succession planning.

>
Finance Committee – elements of risk related to liquidity, financial arrangements, capital structure, ability to access capital markets and the financial and investment aspects of our defined contribution and defined benefit plans.

>
Nominating and Governance Committee – elements of risk related to corporate governance issues and various aspects of U.S. and international regulatory compliance, ethics, business conduct, social responsibility, environmental, health and safety matters and export/import controls.


L3HARRIS 2021 PROXY STATEMENT 19









CORPORATE GOVERNANCE  OUR BOARD'S ROLE AND RESPONSIBILITIES



Management Succession Planning
 
As part of its oversight responsibility for management succession planning, our Board dedicates at least one meeting each year to a comprehensive review of our management succession strategy and our leadership pipeline for key roles, including the CEO, based on our long-term strategy. Our Board’s Compensation Committee facilitates the review session, which includes:
 
>
consideration and assessment of key leadership talent throughout our Company;
 
>
our talent strategy for critical positions, including roles for which it may be necessary to consider external candidates; and
 
>
contingency plans in the event the CEO or another executive officer unexpectedly is unable to serve for any reason, including death or disability.
 
As noted above, the Merger Agreement provided that there will be a transition from Mr. Brown to Mr. Kubasik of the Chief Executive Officer role on the second anniversary of the Merger (June 29, 2021) and of the Chair role by the third anniversary of the Merger (June 29, 2022).
 
In addition, management conducts periodic talent reviews of all of our business segments and corporate functional areas, including discussion of the succession plans for key positions and identification of top talent for development in future leadership roles. These reviews inform and support our Board’s review session. Our Board also receives regular updates on key talent indicators for our overall workforce, including employee engagement, attrition, diversity and inclusion, recruiting and development programs and our broader human capital management strategy, and has regular opportunities to observe key leaders and high-potential talent through presentations, meetings and other events. On occasion, individual Board members may serve in a mentoring capacity for one or more of our executives.

Ethics, Compliance and Sustainability Oversight
 
Our Board has responsibility for overseeing our ethics and compliance programs and our activities related to corporate citizenship and responsibility and sustainability. This oversight is carried out largely through our Board’s Nominating and Governance Committee, which assists our Board in overseeing our ethics and business conduct program, our environmental, health and safety programs and our charitable, civic, educational and philanthropic activities, and also monitors and takes appropriate action regarding strategic issues and trends relating to environmental, social and governance efforts and corporate citizenship and responsibility that could affect our operations, financial performance or public image. For additional details on the role of our Nominating and Governance Committee, see page 27.

CODE OF CONDUCT
 
All L3Harris employees, officers and directors are required to abide by our Code of Conduct to help ensure that we consistently conduct our business in an ethical and legal manner. Our Code of Conduct is an important component of a comprehensive ethics and compliance program that includes compliance with all laws and corporate policies and procedures, an open relationship among employees that contributes to good business conduct, and an abiding belief that we should conduct all business dealings with integrity, honesty and responsibility.
 
Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibility as to our compliance with the goals and objectives in our Code of Conduct by reviewing and taking action regarding compliance processes, standards and controls and reviewing results of relevant audits and investigations. Our Code of Conduct covers a broad range of topics, including:

>
Respect in the workplace

>
Health and safety

>
Privacy of personally identifiable information

>
Avoiding conflicts of interest

>
Working with governments

>
Commitment to quality

>
Preventing bribery and corruption

>
Business courtesies

>
Fair competition

>
Exports, imports and trade compliance
>
Confidential information and intellectual property

>
Material non-public information and insider trading

>
Communicating L3Harris information

>
Social media

>
Business records and record management

>
Protecting L3Harris and customer assets

>
Political activities and lobbying

>
Human rights

>
Corporate responsibility


20 L3HARRIS 2021 PROXY STATEMENT 












CORPORATE GOVERNANCE  OUR BOARD'S ROLE AND RESPONSIBILITIES

Employees are required to report any conduct they believe in good faith to be a violation of our Code of Conduct or policies. Our Code of Conduct is posted on our website at www.l3harris.com/company/environmental-social-and-governance and also is available by written request to our Corporate Ethics Office, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919. Any amendment to, or waiver from, our Code of Conduct that is required to be disclosed to shareholders will be posted on our website within four business days following such amendment or waiver.

SUSTAINABILITY – ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”) MATTERS
 
We have a strong commitment to creating a more sustainable future for our society, which we have demonstrated by establishing our values of integrity, respect and excellence and establishing a comprehensive ESG strategy – with detailed metrics for how we plan to hold ourselves accountable.
 
We also are committed to serving all of our stakeholders—employees, shareholders, customers, suppliers and community partners, among others. As a technology innovator, we strive to deliver solutions that solve some of society’s most mission- critical challenges, while at the same time seeking to address ESG-related issues, including reducing our environmental impact.
 
Following the Merger, we conducted a formal materiality assessment in fiscal 2020 that incorporated perspectives from stakeholder groups to help develop and implement our ESG strategy and utilized an iterative process to identify our material issues and establish our ESG program. Through this effort, we expanded the awareness of ESG issues across the Company, including employees, executive leaders and Board members. This broad approach helped us enhance our ESG governance and management systems, increasing our ability to ensure that our ESG strategy delivers results in the coming years.
 
This process also culminated in our inaugural Sustainability report for our combined company, a comprehensive document focusing on key impacts and ESG risks and opportunities relevant to our business and stakeholders. Soon after the date of this proxy statement, we plan to publish the Sustainability report on the ESG section of our website at https://www.l3harris.com/company/environmental-social-and-governance.

Communicating With Our Board of Directors
 
GENERAL COMMUNICATIONS
 
Shareholders and other persons who wish to communicate with a member or members of our Board, including our Chair, our Vice Chair, our Lead Independent Director, the chair of any standing committee of our Board or the independent directors as a group, may send an e-mail to the intended recipient(s) c/o our Secretary at corporate.secretary@l3harris.com or may write to the intended recipient(s) c/o our Secretary, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919. Our Secretary will review each such communication and, if it is related to the duties and responsibilities of our Board and its committees, will forward it to the appropriate recipient(s). A director who receives a communication for which he or she was the intended recipient will determine whether it will be sent to our full Board or a committee thereof.
 
Our Board has instructed our Secretary not to forward communications that our Secretary deems unduly hostile, threatening, illegal or otherwise inappropriate (such as surveys, spam, junk mail, resumes, service or product inquiries or complaints, solicitations or advertisements). Our Secretary will periodically provide our Board a summary of all communications (other than surveys, spam, etc.) that were not forwarded to the intended recipient(s) and will make those communications available to any director upon request.

ACCOUNTING, INTERNAL CONTROL, AUDITING AND OTHER MATTERS
 
Our Audit Committee has established procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls or auditing matters, financial reporting or disclosure matters, and other matters relating to actual, alleged or potential violations of any law, rule or regulation relating to securities or to fraud against shareholders. Upon receipt of a complaint or concern, a determination will be made whether it pertains to any of these matters, and if it does, it will be handled in accordance with these procedures. A copy of the procedures is available on the Corporate Governance section of our website at www.l3harris.com/company/environmental-social-and-governance.
 
Employees may communicate concerns about such matters to their supervisor, manager or ethics advisor, or to the Vice President, Internal Audit or the Director, Ethics and Compliance or certain other individuals. Alternatively, they may communicate their concerns on a confidential, anonymous basis by way of e-mail or toll-free hotline numbers listed on our website and in our Code of Conduct.
 
Other persons with such complaints or concerns may contact our Vice President, Internal Audit or Director, Ethics and Compliance at 1025 West NASA Boulevard, Melbourne, Florida 32919.


L3HARRIS 2021 PROXY STATEMENT 21









CORPORATE GOVERNANCE  STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS


STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS
 
To further align the interests of our non-employee directors and shareholders, our Board has adopted stock ownership guidelines for our non-employee directors, as follows:
 
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Our non-employee directors are expected to own L3Harris stock or stock equivalent units having a minimum value equal to five times the annual cash retainer for service as a member of our Board.
 
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Directors are expected to meet these levels within five years after election or appointment to our Board (or five years from the closing of the Merger, in the case of non-employee directors designated by Harris or L3 in connection with the Merger).
 
Shares owned outright or jointly by the non-employee director and deferred equity awards (on an after-tax basis) credited for the non-employee director under any deferred compensation plan maintained by L3Harris count toward the guidelines. Directors who are retiring and will not be standing for re-election at the next Annual Meeting of Shareholders are no longer subject to the guidelines. As of February 5, 2021, all of our non-employee directors met the stock ownership guidelines or were on track to achieve such ownership within the applicable compliance timeframe.

BOARD LEADERSHIP STRUCTURE
 
Our Board’s leadership is currently structured as follows:
 
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a combined position of Chair of the Board (“Chair”) and CEO;
 
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a Vice Chair of the Board (“Vice Chair”);
 
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a Lead Independent Director with well-defined duties that support our Board’s oversight responsibilities;
 
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a robust committee structure comprised solely of independent directors; and
 
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engaged Board members who are independent (other than our current Chair and CEO and our current Vice Chair, President and COO) and who conduct candid and constructive discussions and deliberations.

Board Policy on Chair and CEO Roles
 
Our Board elects a Chair from among the directors and also may appoint a Vice Chair, as it has done in connection with the Merger. Our Board combines or separates the positions of Chair and CEO based on what our Board believes best serves the needs of L3Harris and our shareholders at any particular time based on then-existing facts and circumstances. For example, in connection with the transition to Mr. Brown as Harris’ CEO in November 2011, the Harris Board appointed Mr. Dattilo as non-executive Chairman to provide independent leadership during the transition and enable Mr. Brown to concentrate on our business operations. A few years later, the Harris Board re-combined the CEO and Chairman positions and designated Mr. Dattilo as Lead Independent Director.
 
This history evidences our Board’s proactive commitment to strong corporate governance and appropriate independent oversight of management. Our Board believes it would be fundamentally wrong, however, to permanently and inflexibly separate or combine the positions of Chair and CEO and remove our Board’s ability to choose the leadership structure that best serves the needs of L3Harris and our shareholders at a given time based on its unique knowledge of the challenges and opportunities L3Harris faces.

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CORPORATE GOVERNANCE  BOARD LEADERSHIP STRUCTURE

Current Board Leadership
 
Our Board believes the following factors are key to providing it with appropriate opportunities for oversight, discussion and evaluation of L3Harris’ decisions and direction:
 
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the Lead Independent Director structure;
 
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the independence of each director, other than Messrs. Brown and Kubasik;
 
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the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings;
 
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regularly scheduled executive sessions of independent directors; and
 
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our directors’ access to management.
 
Our Lead Independent Director currently is Mr. Millard, whom our Board designated on June 29, 2019 and re-designated on April 24, 2020.
 
As noted elsewhere, under the terms of the Merger Agreement and the related employment agreements with Mr. Brown and Mr. Kubasik:
 
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Mr. Brown will serve as our Chair and CEO through the second anniversary of the Merger (June 29, 2021), then step down as CEO and continue to serve for one additional year as Chair. On the third anniversary of the Merger (June 29, 2022), he will retire as an officer and employee of L3Harris and resign as a member of our Board.
 
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Mr. Kubasik will serve as Vice Chair, President and COO through the second anniversary of the Merger (June 29, 2021, or, if earlier, the date that Mr. Brown ceases to serve as our CEO), at which point he will become our CEO. On the third anniversary of the Merger (June 29, 2022), Mr. Kubasik will become our Chair.
 
The employment agreements with Mr. Brown and Mr. Kubasik are described in “Compensation Discussion and Analysis – Employment Agreements” beginning on page 52.
 
Our Board believes that its current leadership structure provides independent board leadership and oversight while also benefiting from having Mr. Brown serve as Chair as well as CEO, and that Mr. Brown has demonstrated the strong leadership and vision necessary to drive our strategies and achieve our objectives while so serving. Our Board believes that Mr. Brown’s in-depth knowledge of our business and its challenges and opportunities, as well as his extensive understanding of our day-to-day operations and his ability to provide insight and direction on important strategic initiatives, make him well-positioned to chair regular Board meetings and to bring key business and stakeholder issues to our Board’s attention. Our Board also annually reviews its leadership structure to help ensure effective guidance to, and oversight of, management.
 

Executive Sessions of Independent Directors
 
Our Corporate Governance Guidelines require that at least two-thirds of the directors on our Board be independent directors. The agenda for each regularly scheduled Board meeting includes an executive session of independent directors, which is chaired by our Lead Independent Director. The agenda for each regularly scheduled standing committee meeting (other than quarterly earnings review meetings of our Audit Committee) likewise includes an executive session of independent directors.
 
An important part of the executive sessions of independent directors of our Board and its standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, which are described below.

Self-Evaluations by our Board and Committees
 
Our Board and its standing committees undertake annual self-evaluations designed to foster continuous improvement in performance and effectiveness. Our Nominating and Governance Committee facilitates our Board’s annual self-evaluation. Directors are asked to consider areas such as our Board’s role, relations with management, composition and meetings, and committee members are asked to consider areas such as the committee’s role and the responsibilities articulated in its charter, its composition and its operation. Self-evaluations may be undertaken utilizing written questionnaires, facilitated discussions or other means, as determined by our Board or the applicable committee. As noted above, review and discussion of the self- evaluation process and results occurs in executive session of our Board or the applicable committee.


L3HARRIS 2021 PROXY STATEMENT 23









CORPORATE GOVERNANCE  BOARD LEADERSHIP STRUCTURE


 
Role of Lead Independent Director

When our Chair is not an independent director, our independent directors (by affirmative majority vote) designate one independent Board member to serve as Lead Independent Director. Service as Lead Independent Director generally is for a one-year term commencing on the date of our Annual Meeting of Shareholders. Until the third anniversary of the completion of the Merger, our Lead Independent Director must be a director designated by L3 prior to the Merger, who may be removed as Lead Independent Director prior to that anniversary only with the approval of at least 75% of the other then-serving independent directors.
 
The responsibilities and authority of our Lead Independent Director include:
 

>  Presiding at all meetings of our Board at which our Chair is not present, including executive sessions of our independent directors;
>  Serving as liaison between our Chair and our independent directors;
Approving the information sent to our Board and the meeting agendas for our Board;
>  Approving our Board meeting schedules to assure sufficient time for discussion of all agenda items;
>  Calling meetings of our independent directors;
>  Being available for consultation and direct communication with major shareholders, if they request and consistent with our policies regarding shareholder communications;
>  Providing timely feedback from executive sessions of our independent directors to our CEO or other members of senior management;
 
Playing a key role in the annual CEO and COO evaluation process, together with the Chair of our Compensation  Committee (or the Chair of our Nominating and  Governance Committee if the same individual is  serving as Lead Independent Director and Chair of  our Compensation Committee);
>  Playing a key role in our Board’s annual self-evaluation process and related matters, together with the Chair of our Nominating and Governance Committee (or the Chair of our Compensation Committee if the same individual is serving as Lead Independent Director and Chair of our Nominating and Governance Committee);
>  Guiding and playing a key role in the CEO succession planning process; and
>  Other responsibilities and authority as our Board may determine from time to time.
 
 
The designation of a Lead Independent Director is not intended to inhibit communications among our directors or between any of them and our Chair.
 

Director Independence Standards
 
Our Board assesses the independence of our directors and examines the nature and extent of any relationships between us and our directors, their families and their affiliates. Our Board is guided in this assessment by our Director Independence Standards, available on the Corporate Governance section of our website at www.l3harris.com/company/environmental-social-and-governance.

For a director to be considered independent, our Board must affirmatively determine that the director does not have any direct or indirect material relationship with us, other than as a director. When assessing the materiality of a director’s relationship with us, our Board will consider the issue not merely from the standpoint of the director, but also from the standpoint of persons or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
 
Pursuant to our Corporate Governance Guidelines, our Board undertook a review of director independence in February 2021, which included a review of the responses of each director to questions regarding his or her commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and discussions with the director. Based on the NYSE listing standards and our Director Independence Standards, our Board has affirmatively determined in its business judgment that each director, with the exception of Mr. Brown, our Chair and CEO, and Mr. Kubasik, our Vice Chair, President and COO, is independent and has no direct or indirect material relationship with L3Harris, other than as a director, that impairs the director’s independence.
 
In connection with its independence determination, our Board considered that we conduct business with the Massachusetts Institute of Technology, where Mr. Millard was chair of the Massachusetts Institute of Technology Corporation (“MIT”) until his retirement in 2020. In no instances did the amount received by us or MIT in fiscal 2020 exceed the greater of $1 million or 1% of either our or MIT’s consolidated gross revenues. Mr. Millard did not have any interest in these transactions and was not involved in decisions regarding us with respect to these transactions.

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CORPORATE GOVERNANCE  BOARD COMMITTEES

BOARD COMMITTEES
 
Our Board currently has four standing committees to assist in discharging its responsibilities: Audit, Compensation, Finance, and Nominating and Governance. Our Board also has an Ad Hoc Technology Committee that provides oversight of technology and innovation processes, initiatives and talent.
 
Each committee regularly reports its activities and actions to our full Board, generally at the next Board meeting following the committee meeting. Our Board has adopted a written charter for each standing committee. The charters of our Audit Committee, Compensation Committee and Nominating and Governance Committee comply with the NYSE corporate governance requirements. There are no NYSE requirements with respect to our Finance Committee charter.
 
Copies of all standing committee charters and our Corporate Governance Guidelines are available on the Corporate Governance section of our website at www.l3harris.com/company/environmental-social-and-governance and also are available to shareholders upon written request to our Secretary at L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919.
 
Each standing committee’s principal functions are summarized below, with a more detailed description of purposes and responsibilities contained in its charter (and also in our Corporate Governance Guidelines, in the case of our Nominating and Governance Committee).