DEF 14A of L3HARRIS Technologies, Inc. /De/, Mar 8, 2024

DEF 14A of L3HARRIS Technologies, Inc. /De/

Filed Mar 8, 2024 · FY20230001104659-24-032435

Open on EDGAR

  1. BOARD AND GOVERNANCE HIGHLIGHTS

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

  2. BOARD AND GOVERNANCE HIGHLIGHTS

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

  3. BOARD AND GOVERNANCE HIGHLIGHTS

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

  4. BOARD AND GOVERNANCE HIGHLIGHTS

    Nominee Skills and Attributes Our Board believes that these 14 nominees are well positioned to discharge the Board’s responsibilities. > These individuals represent a diverse mix of backgrounds, tenures, skills, experience and personal characteristics. > They have a track record of ability, integrity and judgment. > As a group, they possess a deep and unique understanding of our business and the challenges and opportunities faced by L3Harris. Tenure Refreshment 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:

  5. BOARD AND GOVERNANCE HIGHLIGHTS

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

  6. BOARD AND GOVERNANCE HIGHLIGHTS

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

  7. BOARD AND GOVERNANCE HIGHLIGHTS

    | PROXY SUMMARY PERFORMANCE HIGHLIGHTS |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Our Board unanimously recommends voting FOR election of its 14 nominees for director | > With a diverse mix of backgrounds, skills and experience and a track record of ability, integrity and judgment, as well as a deep and unique understanding of our business and the challenges and opportunities faced by L3Harris, 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. Kubasik, our Chair and CEO. |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    Our entire Board is elected annually by our shareholders. Our 14 incumbent directors are standing for election at the 2024 Annual Meeting. 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. In accordance with our By-Laws, a majority of directors then in office shall fill any vacancies on the Board.

  11. Nominee Biographies

    Nominee Biographies Each director nominee 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. No nominee is related to any other nominee or to any executive officer of L3Harris or its subsidiaries, by blood, marriage or adoption.

  12. Nominee Biographies

    | | Sallie B. Bailey | Age: 64 Director since 2018 Independent Director | Committees > Audit (Chair) > Finance |

  13. Qualifications, Skills and Attributes Valuable to L3Harris

    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 of 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

  14. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation (2011 – 2018) > Vice President and Chief Financial Officer of Ferro Corporation (2007 – 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

  15. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships > NVR, Inc. (since 2020) > The AZEK Company Inc. (since 2020) General Cable Corporation (2013 – 2018)

  16. Other Current/Recent Public Company Directorships

    | | Peter W. Chiarelli | Age: 73 Director since 2012 Independent Director | Committees > Audit > Innovation and Cyber (Chair) |

  17. Other Current/Recent Public Company Directorships

    > Knowledge of 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

  18. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > President, Gates Global Policy Center (since 2019) > 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 (2012 – 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

  19. Position, Principal Occupation and Professional Experience

    | | Thomas A. Dattilo | Age: 72 Director since 2001 Independent Director | Committees > Compensation > Nominating and Governance (Chair) |

  20. Qualifications, Skills and Attributes Valuable to L3Harris

    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 of and expertise related to global supply chain and distribution, 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

  21. Position, Principal Occupation and Professional 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 ( 2013 – 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”) (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

  22. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships > Canoo Inc. (since 2020) Solera Holdings, Inc. (2013 – 2016)

  23. Other Current/Recent Public Company Directorships

    | | Roger B. Fradin | Age: 70 Director since 2016 Independent Director | Committees > Ad Hoc Business Review (Co-Chair) > Finance (Chair) > Innovation and Cyber |

  24. Other Current/Recent Public Company Directorships

    > 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 of and experience in capital markets and finance matters > Public company board and governance experience

  25. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Operating Executive (since Feb. 2017) for The Carlyle Group, a global alternative asset manager > Chief Executive Officer of Juniper Industrial Holdings, Inc., a special purpose acquisition company focused on industrial and aerospace acquisitions (2019 – 2020) > 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

  26. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships > Janus International Group, Inc. (formerly Juniper Industrial Holdings, Inc.) (since 2019) > Resideo Technologies, Inc. (since 2018) > Vertiv Holdings Co (formerly GS Acquisition Holdings Corp (since 2018) > Chairman of Juniper II Corp. (2021 – 2022) > Pitney Bowes Inc. (2012 – 2019) > MSC Industrial Direct Co., Inc. (1998 – 2019)

  27. Other Current/Recent Public Company Directorships

    | | Joanna L. Geraghty | Age: 51 Director since 2022 Independent Director | Committees > Audit > Compensation |

  28. Qualifications, Skills and Attributes Valuable to L3Harris

    Qualifications, Skills and Attributes Valuable to L3Harris > Knowledge of complex strategic, operational, financial, management and regulatory issues faced by a large public company > Knowledge of and expertise related to strategic planning, operations, mergers and acquisitions, talent management, sales and marketing > Knowledge of and expertise related to human resources, safety and compliance, security, environmental, social and governance initiatives and legal issues > Knowledge of the aerospace industry and experience leading a complex organization

  29. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Chief Executive Officer of JetBlue Airways Corporation (“JetBlue”) (since Feb. 2024) > President and Chief Operating Officer of JetBlue (2018 – Feb. 2024) > Previously held roles as Executive Vice President of Customer Experience, Executive Vice President and Chief People Officer, Vice President and Associate General Counsel and Director, Regulatory Affairs of JetBlue (2005 – 2018) > Previously a partner at Holland & Knight LLP (2001 – 2005)

  30. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships JetBlue (since Feb. 2024)

  31. Other Current/Recent Public Company Directorships

    | | Kirk S. Hachigian | Age: 64 Director since December 2023 Independent Director | Committees > Ad Hoc Business Review |

  32. Other Current/Recent Public Company Directorships

    > Knowledge of complex operational, management, financial, strategic and governance issues faced by a large global public company > Knowledge of and expertise related to global supply chain and distribution, lean manufacturing and related initiatives and international operations > Public company board and governance experience

  33. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Chairman of JELD-WEN Holdings, Inc. (2015-2019) > Chairman and Chief Executive Officer of JELD-WEN Holdings, Inc. (2014 – 2015) > Chairman and Chief Executive Officer of Cooper Industries plc (2006 – 2012) > Previously held senior positions with General Electric Company

  34. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships > Allegion, Plc. (since 2013) > NextEra Energy, Inc. (since 2013) > Paccar, Inc. (since 2008)

  35. Other Current/Recent Public Company Directorships

    | | Harry B. Harris, Jr. | Age: 67 Director since 2021 Independent Director | Committees > Innovation and Cyber > Nominating and Governance |

  36. Qualifications, Skills and Attributes Valuable to L3Harris

    Qualifications, Skills and Attributes Valuable to L3Harris > Knowledge of and expertise in complexities of both U.S. and international militaries, defense communities and defense industries > Extensive background in military operations and national security > Extensive international policy and business experience, including as U.S. Ambassador to the Republic of Korea > Experience addressing complex operational and strategic issues, managing significant operating budgets and handling legislative and public affairs

  37. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > U.S. Ambassador to the Republic of Korea (2018 – 2021) > Admiral, U.S. Navy (Retired), retired in 2018 after 40 years of military service, holding various senior officer positions and commanding the: ■ U.S. Pacific Command (USPACOM) ■ U.S. Pacific Fleet ■ U.S. 6th Fleet ■ NATO Striking and Support Forces ■ Deputy Chief of Naval Operations for Communications Networks ■ Joint Task Force Guantanamo, Cuba Patrol and Reconnaissance Wing 1

  38. Position, Principal Occupation and Professional Experience

    | | Lewis Hay III | Age: 68 Director since 2002 Independent Director | Committees > Compensation (Chair) > Nominating and Governance |

  39. Position, Principal Occupation and Professional Experience

    > Knowledge of complex strategic, operational, management, regulatory, financial and governance issues faced by a large public company > Knowledge of 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, audit, finance and compensation experience

  40. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Operating Advisor for Clayton, Dubilier & Rice, LLC, a private equity investment firm (since 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 (2001 – 2012) ■ Chairman of NextEra (2002 – 2013)

  41. Other Current/Recent Public Company Directorships

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

  42. Other Current/Recent Public Company Directorships

    | | Christopher E. Kubasik | Age: 62 Director since 2019 (2018 including L3 service) Employee Director (not independent) | Committees > None |

  43. Qualifications, Skills and Attributes Valuable to L3Harris

    Qualifications, Skills and Attributes Valuable to L3Harris > Current role as our Chair and Chief Executive Officer, former roles as Vice Chair and as 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

  44. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Chair and Chief Executive Officer of L3Harris Technologies, Inc. (since June 29, 2022) > Vice Chair and Chief Executive Officer of L3Harris Technologies, Inc. (June 29, 2021 – June 29, 2022) > Vice Chair, President and Chief Operating Officer of L3Harris Technologies, Inc. (June 29, 2019 – June 29, 2021) > Chairman, Chief Executive Officer and President of L3 Technologies, Inc. (2018 – June 28, 2019) > President and Chief Operating Officer of L3 Technologies, Inc. (2015 – 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

  45. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships Spirit AeroSystems Holdings, Inc. (2013 – 2016)

  46. Other Current/Recent Public Company Directorships

    | | Rita S. Lane | Age: 61 Director since 2019 (2018 including L3 service) Independent Director | Committees > Ad Hoc Business Review > Innovation and Cyber > Nominating and Governance |

  47. Other Current/Recent Public Company Directorships

    > Knowledge of and expertise related to global hardware operations and supply chain and distribution, manufacturing, sales and marketing and complex information technology and related systems > Knowledge of and expertise related to strategic planning, technology innovation and research and development > Knowledge of complex management, financial and operational issues faced by large global companies > Public company board and governance experience

  48. Position, Principal Occupation and Professional 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 (2008 – 2014) > Senior Vice President, Integrated Supply Chain and Chief Procurement Officer of Motorola Solutions, Inc. (2006 – 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

  49. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships > Amphenol Corporation (since 2020) > Signify N.V. (since 2016) > Sanmina Corporation (2016 – March 2023)

  50. Other Current/Recent Public Company Directorships

    | | Robert B. Millard | Age: 73 Director since 2019 (1997 including L3 service) Lead Independent Director | Committees > Compensation > Finance |

  51. Qualifications, Skills and Attributes Valuable to L3Harris

    Qualifications, Skills and Attributes Valuable to L3Harris > Knowledge of 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

  52. Position, Principal Occupation and Professional 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: ■ Chairman of Realm Partners L.L.C. (2009 – 2014) ■ Managing Director at Lehman Brothers and its predecessors (1976 – 2008)

  53. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships Evercore Inc. (since 2012)

  54. Other Current/Recent Public Company Directorships

    | | Edward A. Rice, Jr. | Age: 67 Director since 2023 Independent Director | Committees > Innovation & Cyber |

  55. Other Current/Recent Public Company Directorships

    > Knowledge of and expertise in complexities of U.S. and international military operations, engineering and aeronautics international relations and defense industries > Extensive background in military leadership, aviation and national security > Experience addressing complex operational and strategic issues, managing significant operating budgets and handling legislative and public affairs

  56. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Independent Consultant, Ed Rice Consulting (since 2014) > General, U.S. Air Force (Retired), retired in October 2013 after 35 years of service with U.S. Air Force, commanding troops at all levels and holding various senior officer positions, including: ■ General and Commander, Air Education and Training Command ■ Lieutenant General and Commander, U.S. Forces Japan, and Commander, 5th Air Force ■ Major General and Vice Commander, Pacific Air Forces ■ Major General and Commander, 13th Air Force and Commander, Kenney Headquarters ■ Major General and Commander, 13th Air Force and Director, Air, Space and Information Operations

  57. Position, Principal Occupation and Professional Experience

    | | William H. Swanson | Age: 75 Director since December 2023 Independent Director | Committees > Ad Hoc Business Review (Co-Chair) |

  58. Qualifications, Skills and Attributes Valuable to L3Harris

    Qualifications, Skills and Attributes Valuable to L3Harris > Knowledge and experience with complex strategic, operational, management and financial issues faced by a large aerospace and defense company with international operations > 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

  59. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Chairman of Raytheon Company (2004 – 2014) > Chief Executive Officer of Raytheon Company (2003 – 2014) > President of Raytheon Company (2002 – 2004) > Previously held senior positions with Raytheon Company including: ■ Executive Vice President, Raytheon and President, Electronic Systems (2000 – 2002) ■ Executive Vice President, Raytheon and Chairman and Chief Executive Officer, Raytheon Systems Company (1998 – 2000)

  60. Other Current/Recent Public Company Directorships

    Other Current/Recent Public Company Directorships > Hagerty, Inc. (since 2021) NextEra Energy, Inc. (2009 – 2021)

  61. Other Current/Recent Public Company Directorships

    | PROPOSAL 1: ELECTION OF DIRECTORS VOTING STANDARD FOR ELECTION OF DIRECTORS |

  62. Other Current/Recent Public Company Directorships

    | | Christina L. Zamarro | Age: 52 Director since 2022 Independent Director | Committees > Audit > Finance |

  63. Other Current/Recent Public Company Directorships

    > Knowledge of complex strategic, operational, financial and management issues faced by a large global public company > Knowledge of and expertise related to corporate finance, mergers and acquisitions and post-merger integration, enterprise risk management and investor relations > Knowledge of financial and accounting functions and internal controls > Experience and knowledge related to capital markets, banking relationships and economic analysis

  64. Position, Principal Occupation and Professional Experience

    Position, Principal Occupation and Professional Experience > Executive Vice President, Chief Financial Officer at The Goodyear Tire & Rubber Company (“Goodyear”) (since Jan. 2023) > Vice President, Finance and Treasurer of Goodyear (May 2020 – Dec. 2022) > Vice President, Corporate Financial Planning, Analysis and Investor Relations of Goodyear (2018 – Apr. 2020) > Previously held roles as Vice President, Investor Relations, Assistant Treasurer, Capital Markets and Risk Management, Director, International Finance and Strategy and Senior Manager, Finance and Strategy of Goodyear (2007 – 2018) > Previously held finance positions at Ford Motor Company

  65. VOTING STANDARD FOR ELECTION OF DIRECTORS

    VOTING STANDARD FOR ELECTION OF DIRECTORS Under our By-Laws and Corporate Governance Guidelines, a majority voting standard applies to the uncontested election of directors at the 2024 Annual Meeting. This means that, to be elected, a nominee must receive more “For” votes than “Against” votes. (Abstentions and any broker non-votes will have no effect because only votes cast “For” or “Against” a nominee are counted.) Any incumbent nominee who does not receive more “For” votes than “Against” votes must offer to tender a resignation promptly after certification of the vote, and our Nominating and Governance Committee will then recommend to our Board whether or not to accept it. Our Board must reach a decision and take action by 90 days after certification of the vote (however, if accepting a resignation would cause us to fail to comply with the New York Stock Exchange (“NYSE”) independence or other legal requirements, our Board would take action as soon as practicable). Our Board will also promptly disclose its decision and the reasons behind it. If our Board does not accept the resignation, the incumbent nominee will continue to serve as a director until the next Annual Meeting of Shareholders and until a successor is duly elected and qualified, or until the individual’s prior death, resignation, retirement or removal from office. If our Board accepts the resignation, then a majority of our Board, in its discretion, may either fill the resulting vacancy or choose not to fill the vacancy and instead decrease the size of our Board.

  66. DIRECTOR COMPENSATION AND BENEFITS

    DIRECTOR COMPENSATION AND BENEFITS Our Board compensation program is intended to attract and retain directors with demonstrated ability, integrity, judgment and experience to fulfill their responsibility to oversee management and to develop and oversee the implementation of strategies aimed at creating sustainable, long-term value for our shareholders. The program also is intended to recognize the time commitments and potential liability associated with serving on the board of a public company. Our independent directors are not permitted to receive, directly or indirectly, any consulting, advisory or other compensatory fees from us, and we do not compensate any employee director separately for service as a director. Directors do not receive additional fees for meeting attendance. The form and amount of director compensation is annually reviewed and assessed by our Nominating and Governance Committee. The committee reviews compensation comparison peer group data and broad survey data concerning director compensation practices, levels and trends for companies comparable to us in revenue, businesses and complexity, as supplied by independent compensation consultants. If the committee believes any changes to director compensation are warranted, it makes recommendations for the Board to consider. Our Board compensation program is described below. Cash and Equity-Based Retainers for Non-Employee Directors

  67. DIRECTOR COMPENSATION AND BENEFITS

    | | Board member | Lead Independent Director | Audit Committee Chair | Compensation Committee Chair | Other Committee Chair/Co-Chair | | Fiscal 2023 Annual Retainer | $140,000 cash $170,000 equity-based (in the form of director share units) | $50,000 cash | $30,000 cash | $20,000 cash | $20,000 cash | | Annual Retainer Effective January 1, 2024 | $150,000 cash $190,000 equity-based (in the form of director share units) | $50,000 cash | $30,000 cash | $25,000 cash | $20,000 cash |

  68. DIRECTOR COMPENSATION AND BENEFITS

    Cash compensation: Each cash retainer is payable on a quarterly basis in arrears and is pro-rated if a director does not serve for the entire quarter. Equity-based compensation. Each year at our Annual Meeting of Shareholders, non-employee directors receive a grant of director share units under our 2015 Equity Incentive Plan (as amended and restated effective as of August 28, 2020, our “2015 Equity Incentive Plan”) or any successor equity compensation plan. The number of shares granted is calculated by dividing the applicable dollar amount shown in the table above by the fair market value of one share of L3Harris common stock on the grant date (rounded down to the nearest whole share). Generally, these director share units fully vest on the one-year anniversary of the grant date, subject to the director’s continued service and the particular terms and conditions of the grant, and upon vesting, are paid in shares of L3Harris common stock (subject to deferral, as described below). If a non-employee director joins the Board after an Annual Meeting of Shareholders, the award is pro-rated based on the portion of the year for which the director serves. Deferred Compensation Plan for Non-Employee Directors On June 29, 2019, our Board adopted the L3Harris Technologies, Inc. 2019 Non-Employee Director Deferred Compensation Plan, an unfunded, non-qualified deferred compensation plan for the benefit of our non-employee directors, which became effective December 31, 2019. Under this plan, each non-employee director of L3Harris may elect in advance to defer all or a portion of cash retainer fees to be earned, and of director share units to be granted, in the next calendar year or in subsequent years (special rules govern the timing of deferral elections by new non-employee directors who join our Board after a calendar year has commenced). Any cash retainer deferred by a director will be credited as deferred units to the director’s account as of the date the retainer would have otherwise been paid. Each deferred unit is equivalent in value to one share of L3Harris common stock, and the number of units credited will be equal to the cash amount deferred as of such date, divided by the fair market value of L3Harris common stock on such date. Any director share unit award deferred by a director will be credited as deferred units to the director’s account on the date on which the director share units vest. Each deferred unit is credited with dividend equivalents equal to dividends paid on L3Harris common stock, which are deemed reinvested in additional deferred units on the dividend payment date. Deferred units will be appropriately adjusted if there is a change in the value of L3Harris common stock due to a transaction or event such as a merger, consolidation, combination, stock dividend or stock split. Payment will be made in shares of L3Harris common stock equal to the number of deferred units credited to the director’s account, including any fractional deferred units. A director may elect to receive deferred amounts either in a lump sum, or in up to 10 annual installments, with either the lump sum payment or first installment paid within 90 days after the individual’s resignation or retirement. Beneficiaries receive a lump sum death benefit in the event of the former director’s death. Upon a change in control (as defined in our 2015 Equity Incentive Plan), and to the extent permitted by Federal tax laws, each non-employee director (or former non-employee director) will receive a cash lump sum equal to the number of deferred units credited to the individual’s account on the date of the change in control, multiplied by the fair market value of one share of L3Harris common stock on such date. If payment following a change in control is not permitted by Federal tax laws, then payment will be made as if a change in control had not occurred. Reimbursement, Insurance and Charitable Gift Matching We pay or reimburse each non-employee director for travel and out-of-pocket costs and expenses incurred in connection with attending Board and committee meetings, other meetings on our behalf, and director education programs. On occasion, spouses or guests are invited to accompany directors to Board-related events and we cover their travel and related expenses. We also provide each non-employee director with accidental death and dismemberment insurance of up to $200,000 and business travel insurance of up to an additional $200,000 in the event that the individual is involved in an accident while traveling on business relating to our affairs, and we pay the premiums for such insurance. The premiums for coverage during fiscal 2023 for all non-employee directors collectively amounted to less than $900. We also provide liability insurance coverage and indemnity for all of our directors and officers. Non-employee directors may participate in our charitable gift matching program, under which our foundation matches contributions to eligible educational institutions and tax-exempt organizations up to an annual maximum of $10,000 per director.

  69. FISCAL 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    FISCAL 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE The following table shows compensation paid to each of our non-employee directors for fiscal 2023. We currently do not have a non-equity incentive plan or pension plan for directors.

  70. FISCAL 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | Non-Employee Director | Fees Earned or Paid in Cash $(1) | Stock Awards $(2) | All Other Compensation $(3) | Total $ | | Sallie B. Bailey | $170,000 | $169,907 | $10,000 | $349,907 | | Peter W. Chiarelli | $160,000 | $169,907 | $0 | $329,907 | | Thomas A. Dattilo | $153,889 | $169,907 | $10,000 | $333,796 | | Roger B. Fradin | $161,196 | $169,907 | $0 | $331,103 | | Joanna L. Geraghty | $140,000 | $169,907 | $10,000 | $319,907 | | Kirk S. Hachigian | $8,369 | $61,378 | $0 | $69,747 | | Harry B. Harris, Jr. | $140,000 | $169,907 | $10,000 | $319,907 | | Lewis Hay III | $160,000 | $169,907 | $10,000 | $339,907 | | Rita S. Lane | $140,000 | $169,907 | $10,000 | $319,907 | | Robert B. Millard | $190,000 | $169,907 | $10,000 | $369,907 | | Edward A. Rice, Jr. | $119,389 | $197,218 | $10,000 | $326,607 | | William H. Swanson | $9,565 | $61,378 | $0 | $70,943 | | Christina L. Zamarro | $140,000 | $169,907 | $10,000 | $319,907 |

  71. FISCAL 2023 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    (1) Reflects total cash compensation earned in fiscal 2023 for Board, committee, committee chair and Lead Independent Director retainers. (2) Reflects the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”) with respect to director share units awarded for fiscal 2023. Under ASC 718, the fair value of the director share unit awards was determined as of the grant date or grant dates using the closing market price of L3Harris common stock on the grant date. These amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by directors. For Mr. Rice, stock awards include a pro-rata grant of 130 director share units made in March 2023 for service prior to the 2023 Annual Meeting. For Messrs. Hachigian and Swanson, includes a pro-rata grant of 293 director share units made in February 2024 for service prior to the 2024 Annual Meeting. As of December 29, 2023, each of our non-employee directors had approximately 856.36 unvested director share units (including accrued reinvested dividend equivalents), other than Mr. Rice, who had 989.52, and Messrs. Hachigian and Swanson, who had 0 until they received pro-rata grants. As of December 29, 2023, deferred units accumulated under the L3Harris Technologies, Inc. 2019 Non-Employee Director Deferred Compensation Plan from deferrals of cash compensation and director share units, as applicable, including additional deferred units credited as a result of dividend equivalents earned, were as follows: Mr . Chiarelli — 194.53, Mr. Hay — 2,476.12, Mr. Millard — 6,136.73, Ms. Lane — 2,476.12 and Ms. Zamarro — 730.37. As noted above, our non-employee directors were eligible to participate in our foundation’s charitable gift matching program up to an annual maximum of $10,000 per director, and the amounts shown reflect charitable gift matching payments made during fiscal 2023.

  72. and Key Practices

    | Motivate Achievement of Financial Goals and Strategic Objectives We believe an effective way to incentivize an executive to create long-term shareholder value is to make a significant portion of overall compensation dependent on the achievement of our short and long-term financial goals and strategic objectives and on the value of our stock. | Align Realized Pay with Performance We believe that above-target performance should be appropriately rewarded, and there should be downside risk of below-target compensation if we do not achieve our financial goals and strategic objectives. |

  73. and Key Practices

    | WHAT WE DON’T DO | | | > Provide guaranteed incentive payouts over multi-year periods > Provide guaranteed annual salary increases or bonuses > Incentivize executive officers to engage in excessive risk-taking > Provide excessive perquisites > Permit repricing or back-dating of options > Provide excise tax gross-ups under executive change in control severance agreements or plans | > Pay dividend equivalents to executive officers on unvested performance share unit and restricted stock unit awards > Permit directors, officers and designated employees to enter into hedging transactions or permit directors, officers and any employees to engage in short sales or, puts, calls or other “derivative” transactions with respect to our securities > Permit directors or executives to hold or purchase our stock on margin or in a margin account or otherwise pledge our stock as collateral for margin accounts, loans or any other purpose |

  74. ELEMENTS OF OUR COMPENSATION PROGRAM

    ELEMENTS OF OUR COMPENSATION PROGRAM The overall objective of our compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. Our Compensation Committee believes that the major elements of our executive compensation program further this objective. They directly align the interests of our executives and shareholders, are competitive, motivate achievement of our short and long-term financial goals and strategic objectives, and align realized pay with performance. Overview of Main Pay Elements for Fiscal 2023 In limited circumstances, we also have granted, and may in the future grant, performance stock options to better align compensation with execution against certain strategic initiatives, as well as shares of restricted stock, restricted stock unit awards and stock options to facilitate recruitment that may have differing terms, such as ratable vesting restricted stock unit awards and cliff vesting stock options. The main elements of compensation for our CEO and our named executive officers are at-risk and performance-based. The independent directors of our Board (based on the recommendation of our Compensation Committee, in the case of our CEO), and our Compensation Committee (in the case of other executive officers), establish performance measures and performance objectives that are intended to align with our Board-approved annual operating plan and long-term strategic plan and create a “pay for profitable growth” environment to encourage and reward the creation of sustainable, long-term value for our shareholders. We do not have a formal policy relating to the mix among the various elements of our compensation program for executive officers. However, we believe that the greater an executive’s responsibility level and ability to influence results, the greater the portion of the individual’s overall compensation that should be variable compensation. Compensation Program Changes for Fiscal 2024 In February of 2024, our Compensation Committee approved changes to the financial measures for our annual cash incentive for fiscal 2024, reducing the weighting for adjusted EBIT and revenue by 10% each and adding two additional performance measures weighted at 10% each—segment operating margin and “Strategic Goals,” which will be the achievement of LHX NeXt Synergy Savings for Fiscal 2024. Our Compensation Committee also approved changes for the 2024-2026 Cycle performance share units. The 2024-2026 Cycle performance share units incorporate TSR measured on a relative basis as a weighted core measure (instead of as a modifier) with equal weighting between relative TSR, cumulative EPS and 3-year average ROIC. The relative TSR metric will be based on relative performance to the S&P 500, as well as a new TSR Performance Peer group. For a limited number of executives, including executive officers and others responsible for driving LHX transformation and synergy savings, the Fiscal 2024-2026 Cycle performance share units will also be subject to a payout modifier (+/− 25%), dependent on 2026 segment operating margin performance, with the overall maximum payout percentage remaining capped at 200%. Target Pay Mix for Fiscal 2023 In accordance with our principle of aligning pay with performance, at-risk pay accounted for approximately 92% of the CEO’s target total direct compensation and 82% for the other named executive officers, on average. The at-risk pay elements include performance-based awards with payouts dependent upon achievement relative to pre-established goals as well as equity awards whose value increases or decreases based upon stock price.

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

    * For actual base salary amounts paid for fiscal 2023 and prior periods, see the “Salary” column of the Fiscal 2023 Summary Compensation Table on page 58. Mr. Bedingfield and Mr. Mehta joined L3Harris in fiscal 2023, and their respective Fiscal 2023 Annual Base Salaries reflect amounts set forth in their Offer Letter Agreements. See “Employment and Release Agreements” on page 49 for details. Annual Cash Incentive We provide our executive officers the opportunity to earn annual cash incentive compensation under our Annual Incentive Plan (as amended and restated effective as of August 28, 2020, our “Annual Incentive Plan”). Awards under this plan are structured to provide payouts ranging from 0% to 200% of pre-established award target values, depending on: > our performance against specific pre-determined financial performance measures; and > named executive officer performance against pre-determined individual objectives and contribution to our overall results. For executives, this structure creates: > the upside potential of above-target payouts if our financial performance is above target; and > the downside risk of below-target payouts if our financial performance is below target. Through this structure, the annual cash incentive motivates our executives to focus on achieving or exceeding pre-determined financial performance measure targets and individual objectives strategically chosen to align with the interests of our shareholders.

  76. AWARD TARGET VALUES

    AWARD TARGET VALUES An award target value for the annual cash incentive is set for each executive officer early in or prior to the fiscal year. For our named executive officers, the target value is typically set using our compensation comparison peer group’s data as a reference point (if available for a comparable position) and/or other broad compensation market data, including surveys. The independent directors of our Board (based on the recommendation of our Compensation Committee) set the target values for our CEO, and our Compensation Committee sets the target values for other executive officers. For our named executive officers, target values generally are set as a percentage of base salary. The table below shows each named executive officer’s annual cash incentive award target value for fiscal 2023. Cash incentive award target values for fiscal 2023 were unchanged from fiscal 2022 as a percentage of base salary.

  77. AWARD TARGET VALUES

    | | Fiscal 2022 Cash Incentive Target Value $ | Fiscal 2023 Cash Incentive Target Value $ | Cash Incentive Target Value (as % of Base Salary) | | Mr. Kubasik | 3,000,000 | 3,100,000 | 200% | | Mr. Bedingfield(1) | n/a | 850,000 | 100% | | Mr. Mehta(2) | n/a | 725,000 | 100% | | Mr. Stackley | 685,000 | 725,000 | 100% | | Mr. Zoiss | 685,000 | 725,000 | 100% | | Ms. Turner | 750,000 | 800,000 | 100% |

  78. PERFORMANCE MEASURES

    PERFORMANCE MEASURES At the beginning of each fiscal year, the independent directors of our Board (in the case of our CEO) and our Compensation Committee (in the case of other executive officers) establish specific financial performance measures and their relative weightings, as well as targets and thresholds for each measure. Individual performance objectives for each executive officer are also set at this time. The graphic below shows the three financial performance measures and relative weighting for fiscal 2023 awards under our Annual Incentive Plan. After considering shareholder feedback, our Board and Compensation Committee chose these performance measures and their relative weighting based on their business judgment that the measures would incentivize performance against our key strategic priorities and our annual operating plan for fiscal 2023 and align with the interests of our shareholders. For fiscal 2023, in order to further emphasize our continued focus on cash flow performance our Board and Compensation Committee increased the weighting of adjusted free cash flow from 40% to 50%, with adjusted EBIT remaining at 30%, and revenue to 20%.

  79. PERFORMANCE MEASURES

    | 50% | 30% | 20% | | Adjusted Free Cash Flow | Adjusted EBIT | Revenue | | The adjusted free cash flow we generate: can be increased by growing revenues, accelerating cash receipts, improving payment terms, reducing inventory, increasing prices and reducing expenses. | Our ability to generate profits from revenue: can be increased by efficient management and operation of our business, including reducing costs, improving procurement and sourcing practices and achieving operational excellence. | What we generate from normal business activities: can be increased by improving market share, introducing new products, entering new markets organically or through acquisition, enhancing execution and pricing effectively. |

  80. PERFORMANCE MEASURES

    We apply these three financial measures to L3Harris as a whole and to our four business segments. For corporate executives, such as Messrs. Kubasik, Bedingfield and Stackley, payouts are based 100% on consolidated L3Harris results. Payouts for our named executive officers who are segment presidents — Messrs. Mehta and Zoiss — are based 50% on segment results and 50% on consolidated L3Harris results.

  81. PERFORMANCE TARGETS AND PAYOUT PERCENTAGES

    PERFORMANCE TARGETS AND PAYOUT PERCENTAGES The independent directors of our Board (based on the recommendation of our Compensation Committee, in the case of our CEO), and our Compensation Committee (in the case of other executive officers), seek to establish targets for our financial performance measures at levels we believe require significant effort on the part of executives, but also represent a reasonable expectation of financial results based on prior-year performance, existing business conditions, the markets in which we participate and our outlook. Our 2023 targets were set with this same rigor and commitment to strong performance as we have shown in previous years, taking into account both operating and non-operating challenges, including macro inflationary challenges, pension headwinds, and significantly increased income tax payments as a result of the Tax Cuts and Jobs Act of 2017 eliminating the option to deduct R&D expenditures, which impacted our adjusted EBIT and adjusted free cash flow outlook as compared to 2022 actual performance. We established targets for our consolidated L3Harris and individual segment results, and the payout for varying performance levels was linked to specific resulting payout percentages for each performance measure. Performance below threshold for each metric (set at 80% of target performance for adjusted free cash flow, 85% for adjusted EBIT and 90% for revenue) results in 0% payout for the weighted percentage of such metric. Payouts are interpolated on a linear basis between threshold and maximum payouts. Performance at or in excess of the cap for each metric (set at 115% of target performance for adjusted free cash flow and adjusted EBIT and 110% for revenue) results in a payout factor of 200% for the weighted percentage of such metric. Certain of the fiscal 2023 performance targets were adjusted. See the Results and Payout Percentages for Fiscal 2023 table below and the associated footnotes for the adjusted performance targets and a description of the adjustments.

  82. DETERMINING PAYOUTS

    DETERMINING PAYOUTS The independent directors of our Board (based on the recommendation of our Compensation Committee, in the case of our CEO), and our Compensation Committee (in the case of other executive officers), determine and approve payouts of performance-based, cash incentive compensation under our Annual Incentive Plan, based on formulaic calculations of our financial results against the targets. These preliminary results may be further adjusted based on assessments by the independent directors of our Board (for the CEO) and by the Compensation Committee (for other executive officers) of performance relative to pre-determined objectives for the fiscal year. In addition to strategic and operating objectives, the pre-determined objectives also include progress toward achieving workplace injury and lost day rates, environmental goals, as well as workforce diversity representation and ethics. Payout determinations typically occur after audited financial statements become available after the end of each fiscal year. In certain instances, as permitted under our Annual Incentive Plan, financial performance measure targets and our actual results may be adjusted in recognition of unusual or nonrecurring events affecting us or our financial statements, such as items that are determined not to be reflective of normal, ongoing business operations. At the request of our Audit Committee, our Internal Audit Department independently verifies calculations for Annual Incentive Plan payouts.

  83. Results and Payout Percentages for Fiscal 2023

    Results and Payout Percentages for Fiscal 2023 The table below shows targets and results for each financial performance measure for L3Harris as well as for our Communication Systems and Space & Airborne Systems segments*. It also shows how we used those results to calculate weighted payout percentages for annual cash incentive awards under our Annual Incentive Plan.

  84. Results and Payout Percentages for Fiscal 2023

    | Financial Performance Measure | Weighting | Threshold (50% Payout)(1) | Target (100% Payout)(1) | Maximum (200% Payout)(1) | Result(2) | Result Relative to Target(2) | Resulting Payout % | | Weighted Payout % | | L3HARRIS (100% for Kubasik, Bedingfield, and Stackley; 50% for other named executive officers) | | | | | | | | | | | Adjusted Free Cash Flow | 50% | $1,594 | $1,993 | $2,292 | $2,009 | 100.8% | 105.3% | | | | Adjusted EBIT | 30% | $2,671 | $3,143 | $3,614 | $3,260 | 103.7% | 124.7% | | 120.5% | | Revenue | 20% | $16,619 | $18,466 | $20,313 | $19,419 | 105.2% | 152.0% | | | | COMMUNICATION SYSTEMS SEGMENT (50% for Mehta) | | | | | | | | | | | Adjusted Free Cash Flow | 50% | $1,040 | $1,300 | $1,495 | $1,342 | 103.2% | 121.3% | | | | Adjusted EBIT | 30% | $978 | $1,150 | $1,323 | $1,229 | 106.9% | 146.0% | | 135.7% | | Revenue | 20% | $4,320 | $4,800 | $5,280 | $5,070 | 105.6% | 156.0% | | | | SPACE & AIRBORNE SYSTEMS SEGMENT (50% for Zoiss) | | | | | | | | | | | Adjusted Free Cash Flow | 50% | $560 | $700 | $805 | $963 | 137.6% | 200.0% | | | | Adjusted EBIT | 30% | $589 | $693 | $797 | $783 | 113.0% | 186.7% | | 191.4% | | Revenue | 20% | $5,729 | $6,366 | $7,003 | $6,856 | 107.7% | 177.0% | | |

  85. Results and Payout Percentages for Fiscal 2023

    Targets for our Integrated Mission Systems and Aerojet Rocketdyne reporting segments are omitted as permitted under applicable rules because they are not relevant for payouts for named executive officers for fiscal 2023. (1) For comparability of performance targets with full-year results due to a divestiture of a business during fiscal 2023 impacting L3Harris and Space & Airborne Systems, L3Harris and Space & Airborne Systems were decreased by excluding, as applicable, the pro-rata amounts for the divested business’ EBIT, adjusted free cash flow and revenue attributable to the remainder of fiscal 2023 following the applicable divestiture date, based on our original fiscal 2023 annual operating plan. Additionally, L3Harris revenue and adjusted EBIT targets were increased following the acquisition of Aerojet Rocketdyne in the third quarter of fiscal 2023. The adjusted free cash flow target was not increased due to the acquisition of Aerojet Rocketdyne as the cash generated in the 5 months of ownership was more than offset by the incremental interest expense incurred from the debt used to close the transaction. (2) Calculations are based on our financial results calculated in accordance with GAAP, adjusted as permitted under our Annual Incentive Plan in recognition of unusual or nonrecurring events affecting us or our financial statements. These adjustments are made in accordance with pre-established guidelines. See Appendix A for reconciliations of GAAP to non-GAAP financial measures. The adjusted EBIT result for L3Harris was increased $1,496 million on a net basis, reflecting (a) the exclusion of $1,523 million of charges consisting of (i) $779 million for significant and /or non-recurring items included in operating income above amortization of acquisition-related intangibles, (ii) $370 million for the following anticipated types of charges: merger, acquisition and divestiture-related expenses, additional cost of sales related to the fair value step-up in inventory sold, LHX NeXt and amortization of acquisition-related intangibles, losses from the sale of an asset group and business divestiture-related losses, net, and (iii) $374 million for impairment of goodwill and other assets; (b) partially offset by the exclusion of $27 million of favorable adjustments for gains on the sale of property, plant and equipment. The reported net cash provided by operating activities result for L3Harris was decreased by $393 million net additions of property, plant and equipment and increased $306 million for cash flow used for merger, acquisition and divestiture related expenses.

  86. Payouts for Fiscal 2023*

    Payouts for Fiscal 2023* The table below shows how the weighted payout percentages in the previous table were used to determine payouts for our named executive officers, linking their annual cash incentive award payouts under our Annual Incentive Plan to our fiscal 2023 results for each pre-established financial performance measure.

  87. Payouts for Fiscal 2023*

    | | Annual Incentive Plan Target Granted | Weighted Payout % Under Annual Incentive Plan(1) | | Adjustment based on individual performance (+/-) | Actual Payout (in $) | Actual Payout (as % of Target) | | Mr. Kubasik | $3,100,000 | 120.5% | | n/a | $3,735,500 | 120.5% | | Mr. Bedingfield(2) | $44,368 | 120.5% | | n/a | $53,500 | 120.5% | | Mr. Mehta | $725,000 | 128.1% | | n/a | $928,700 | 128.1% | | Mr. Stackley | $725,000 | 120.5% | | n/a | $873,600 | 120.5% | | Mr. Zoiss | $725,000 | 155.9% | | n/a | $1,130,300 | 155.9% |

  88. Payouts for Fiscal 2023*

    * Pursuant to her Release Agreement, Ms. Turner did not receive any annual cash incentive and instead received a fixed amount in lieu of any payments under our Annual Incentive Plan. See “Employment and Release Agreements” on page 49 for details. (1) Weighted payout percentage reflects 50% of the calculated weighted payout percentage for the applicable segment (Communication Systems for Mr. Mehta and Space & Airborne Systems for Mr. Zoiss) and 50% of calculated weighted payout percentage for L3Harris in accordance with provisions designed to incentivize segment executives to drive both segment and overall Company results. Mr. Bedingfield was entitled to 5% of the target award based on his pro-rated service in 2023, as adjusted for performance following completion of the fiscal year. The payouts under our Annual Incentive Plan for fiscal 2023 are also shown in the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2023 Summary Compensation Table on page 58. Long-Term Incentives We currently provide long-term incentive compensation to executive officers under our 2015 Equity Incentive Plan. Long-term incentive compensation is designed to motivate our executives to focus on achievement of our long-term financial goals and strategic objectives.

  89. DETERMINING EQUITY GRANTS

    DETERMINING EQUITY GRANTS Early in the fiscal year, the following are determined for each executive officer:

  90. DETERMINING EQUITY GRANTS

    | 1 | 2 | 3 | | The total target value for long-term equity incentive compensation awards. For our named executive officers, the target value typically is set using our compensation comparison peer group data as a reference point (if available for a comparable position) and/or other broad compensation market data, including surveys. | The appropriate mix of types of equity-based compensation (i.e. the percentage of total award target value allocated to each type of award). These determinations are made after considering relevant data for our compensation comparison peer group, the retention value of each type of equity-based compensation and other factors important to us, including linking incentive compensation to performance, tax and accounting treatment, and the recommendations of Frederic W. Cook & Co., Inc. (“FW Cook”), our Compensation Committee’s independent compensation consultant. | The specific numbers of units or options to be granted, based on the percentage of total award target value allocated to each type of equity award and a valuation of our common stock on the grant date.* |

  91. DETERMINING EQUITY GRANTS

    * For fiscal 2023, we valued performance share units based on the closing market price of our common stock on the grant date, which differs from the valuation method required for calculating amounts shown in the “Stock Awards” column of the Fiscal 2023 Summary Compensation Table on page 58, and we valued restricted stock units and options using the grant date fair value method, consistent with the valuation method required for calculating amounts shown in the “Stock Awards” and “Option Awards” columns of the Fiscal 2023 Summary Compensation Table on page 58.

  92. EQUITY GRANTS FOR FISCAL 2023

    EQUITY GRANTS FOR FISCAL 2023 The table below shows the total target value of our fiscal 2023 long-term incentive awards for our named executive officers as compared to fiscal 2022. The target values for all named executive officers were set based on the factors described below for each type of incentive award.

  93. EQUITY GRANTS FOR FISCAL 2023

    | | Fiscal 2022 Target Value | Fiscal 2023 Target Value | | Mr. Kubasik | $11,500,000 | $13,500,000 | | Mr. Bedingfield(1) | n/a | n/a | | Mr. Mehta(2) | n/a | $2,550,000 | | Mr. Stackley | $2,500,000 | $2,550,000 | | Mr. Zoiss | $2,200,000 | $2,550,000 | | Ms. Turner | $2,500,000 | $3,100,000 |

  94. EQUITY GRANTS FOR FISCAL 2023

    (1) Mr. Bedingfield joined L3Harris subsequent to the grant of long-term incentive awards for fiscal 2023. (2) Mr. Mehta joined L3Harris in fiscal 2023, and his fiscal 2023 Target Value reflects the value set forth in his Offer Letter Agreement.

  95. Types and Mix of Equity-Based Compensation for Named Executive Officers for Fiscal 2023

    | 50% | 25% | 25% | | as performance share units | as stock options | as restricted stock units |

  96. OUR PERFORMANCE SHARE UNITS

    OUR PERFORMANCE SHARE UNITS

  97. Establishing the Performance Measures

    Establishing the Performance Measures Early in the first fiscal year of each multi-year performance period (generally three years), we establish specific financial performance measures and their relative weighting and associated targets and thresholds, which serve as the basis for measuring how we perform and for determining payouts. The independent directors of our Board (based on the recommendation of our Compensation Committee, in the case of our CEO), and our Compensation Committee (in the case of other executive officers), establish the measures for our CEO and other executive officers, which have typically been the same. As a general principle, we seek to establish targets for financial performance measures that are aligned with our three-year strategic plan and are challenging yet achievable. Targets are set at levels we believe require significant effort on the part of executives, yet also represent a reasonable expectation of financial results based on prior-year performance, existing business conditions, the markets in which we participate and our outlook. The graphic below shows the financial performance measures and their relative weighting for Fiscal 2023-2025 Cycle performance share units granted in fiscal 2023 to named executive officers under our 2015 Equity Incentive Plan, as approved early in fiscal 2023 in accordance with the discussion above. The independent directors of our Board and Compensation Committee chose 3-year cumulative EPS and 3-year average ROIC financial performance measures, weighted equally, based on their business judgment that these measures would motivate elements of performance that management could influence directly and also would improve EPS and capital management over the long term and create long-term shareholder value, while the relative TSR measure would promote further alignment with shareholder interests. The independent directors of our Board and Compensation Committee also considered input received from our large shareholders regarding financial performance measures.

  98. Performance Measures, Weighting and Rationale for Fiscal 2023-2025 Cycle Performance Share Unit Awards

    Performance Measures, Weighting and Rationale for Fiscal 2023-2025 Cycle Performance Share Unit Awards TSR measures cumulative value to shareholders through stock price appreciation and dividends. Relative TSR compares our TSR percentile ranking with the ranking of other companies in the S&P 500 (a broad market index of companies with which we compete for shareholder investment).

  99. Determining Payouts

    Determining Payouts The independent directors of our Board (based on the recommendation of our Compensation Committee, in the case of our CEO), and our Compensation Committee (in the case of other executive officers), determine and approve payouts for the multi-year performance period that concludes at the end of the relevant fiscal year, based on formulaic calculations of our financial results against pre-determined targets for such performance period. Payout determinations typically occur after audited financial statements become available after the end of each fiscal year. Performance share unit awards generally are structured to provide payouts in shares of our common stock ranging from 0% to 200% of the target number of units granted under such awards. In certain instances, as permitted under our 2015 Equity Incentive Plan, financial performance measure targets and our actual results may be adjusted in recognition of unusual or nonrecurring events affecting us or our financial statements, such as items that are determined not to be reflective of normal, ongoing business operations. At the request of our Audit Committee, our Internal Audit Department independently verifies calculations for payouts in respect of performance share unit awards.

  100. Relationship Between Performance and Payout Percentage for Fiscal 2023-2025 Cycle Performance Share Units

    Relationship Between Performance and Payout Percentage for Fiscal 2023-2025 Cycle Performance Share Units The graphics below show how varying levels of performance for each performance measure result in different payout percentages for Fiscal 2023-2025 Cycle performance share units, which are the same percentages as the Fiscal 2022-2024 Cycle performance share units. Performance below threshold (which was set at 90% of target for 3-year cumulative EPS and 80% of target for 3-year average ROIC) would result in a payout percentage of zero. The maximum payout percentage is capped at 200%.

  101. Relationship Between Performance and Payout Percentage for Fiscal 2023-2025 Cycle Performance Share Units

    | | |

  102. Relationship Between Performance and Payout Percentage for Fiscal 2023-2025 Cycle Performance Share Units

    The graphic at right shows how the potential relative TSR performance payout adjustment (up to +/-20%) is dependent on our percentile ranking for TSR performance over the fiscal 2023-2025 performance period compared with other companies in the S&P 500.

  103. Payout of Fiscal 2021-2023 Cycle Performance Share Unit Awards

    Payout of Fiscal 2021-2023 Cycle Performance Share Unit Awards The fiscal 2021-2023 Cycle Performance Share Unit awards were structured similarly to the fiscal 2023-2025 Cycle Performance Share Unit awards described above, except that they had a TSR performance adjustment of up to +/- 33%. Following the three-year performance period, our Compensation Committee calculated an initial payout based on our 3-year average ROIC and 3-year cumulative EPS performance. L3Harris’ TSR over the period was compared to that of the S&P 500. The targets and outcomes of the fiscal 2021-2023 measurement period are below:

  104. Payout of Fiscal 2021-2023 Cycle Performance Share Unit Awards

    | Financial Performance Measures(1) | Weighting | Target(2) | Result(3) | Result Relative to Target | Resulting Payout % | Weighted Payout % | | 3-year Average ROIC | 50% | 16% | 20.4% | 127.6% | 150.0% | 114.9% | | 3-year Cumulative EPS(4) | 50% | $39.83 | $38.21 | 95.9% | 79.7% | | | TSR vs. S&P 500(5) | Modifier | 50th percentile | 42nd percentile | 84% | -8.8% | -8.8% | | 2021-2023 Performance Share Units Awarded to Executives (% of Target) | | | | | | 104.7% |

  105. Payout of Fiscal 2021-2023 Cycle Performance Share Unit Awards

    (1) ROIC and EPS are non-GAAP financial measures. See Appendix A for reconciliations of GAAP to non-GAAP financial measures. (2) The 3-year target for ROIC remained constant at 16% for each fiscal year during the three-year performance period and is not adjusted. The 3-year cumulative EPS target represents the sum of the EPS targets set by our Compensation Committee for each of fiscal 2021, fiscal 2022 and fiscal 2023 that were adjusted as follows: (i) the fiscal 2021 target of $12.75 was adjusted to $12.48 to reflect the impact of divestitures, net of share buybacks with divestiture proceeds; (ii) the fiscal 2022 target of $14.05 was adjusted to $13.16 to reflect the impact of divestitures, net of share buybacks with divestiture proceeds, and accounting regulatory changes related to pension adjustments; and (iii) the fiscal 2023 target of $15.40 was adjusted to $14.19 to reflect the impact of divestitures, acquisitions, net of share buybacks with divestiture proceeds, and accounting regulatory changes related to pension adjustments. (3) The ROIC and EPS results for each of fiscal 2021, fiscal 2022 and fiscal 2023 are set forth in Appendix A. The EPS result for fiscal 2021 used in calculating the 3-year cumulative EPS excludes $.03 of EPS that was reclassified for fiscal 2021 as L3Harris merger-related integration expenses for comparability with fiscal 2022. See Appendix A. (4) The 3-year cumulative EPS target reflects adjustments from the original target of $42.20 for acquisitions, divestitures, share buybacks with divestiture proceeds, and accounting regulatory changes. The 3-year cumulative EPS result is adjusted to exclude amounts reclassified in fiscal 2021 for comparability with fiscal 2022 and fiscal 2023. See Appendix A for details. For the 2021-2023 performance period, the Company’s percentile rank of the companies in the S&P 500 was 42nd with a TSR of 15.80%. The number of performance share units granted to each named executive officer, who was a named executive officer in 2021, and the number of shares earned following the fiscal 2021-2023 measurement period is presented below:

  106. Payout of Fiscal 2021-2023 Cycle Performance Share Unit Awards

    | | Number of performance share units granted | number of shares earned | | Mr. Kubasik | 30,235 | 31,657 | | Mr. Stackley | 4,811 | 5,038 | | Mr. Zoiss | 4,811 | 5,038 |

  107. STOCK OPTIONS

    STOCK OPTIONS Stock options granted to our executive officers typically have the following terms: > Exercise price equal to the closing price of our common stock on the grant date (or the preceding business day if the grant is made on a weekend or holiday); > Vesting in equal installments of one-third each on the first, second and third anniversary of the grant date, subject to the recipient’s continued employment on such anniversary (except for certain new-hire grants described below); > Expiration 10 years from the grant date; and > “Double trigger” accelerated vesting following a change in control. Stock options may not be repriced, replaced, modified or regranted through cancellation if the effect thereof would be to reduce the exercise price of such stock options, except with prior approval of our shareholders, or in connection with a change in our capitalization, including spin-offs. Our Compensation Committee and Board, however, have discretion to set the exercise price of stock options higher than the closing market price of our common stock on the grant date.

  108. RESTRICTED STOCK UNITS

    RESTRICTED STOCK UNITS Awards of restricted stock units, as noted above, are made primarily for retention purposes and as a recruitment mechanism to replace the value of equity awards that an executive may have forfeited upon leaving a former employer. They are granted to all executive officers, including the named executive officers. These awards typically have 3-year “cliff” vesting, except for certain new-hire grants, meaning that the entire grant will vest on the third anniversary of the grant date if the recipient remains employed with L3Harris. Restrictions on these awards, which typically expire at the end of a three-year period, provide that the shares or units may not be sold or otherwise transferred and will be immediately forfeited if the recipient’s employment ends for any reason other than involuntary termination without cause, voluntary resignation for good reason, death, disability or retirement. For more information about grants to our named executive officers of fiscal 2023 annual compensation cycle equity-based awards and related terms and conditions, see the Grants of Plan-Based Awards in Fiscal 2023 Table on page 61 and related notes.

  109. NEW-HIRE GRANTS

    NEW-HIRE GRANTS Effective December 11, 2023, Kenneth L. Bedingfield was named Senior Vice President and Chief Financial Officer of L3Harris. In connection with this hire, Mr. Bedingfield and L3Harris entered into an employment offer letter agreement (the “Bedingfield Offer Letter Agreement”) which provided for a one-time grant of 45,000 three-year cliff vesting non-qualified stock options in fiscal 2024. On January 3, 2023, Samir B. Mehta was named President of L3Harris’ Communication Systems segment. In connection with this hire, Mr. Mehta and L3Harris entered into an employment offer letter agreement, as amended (the “Mehta Offer Letter Agreement”), that provided for a one-time grant of (i) restricted stock units with a grant value of $2,500,000 vesting ratably over three years, (ii) restricted stock units with a grant value of $1,500,000 with half vesting on the third anniversary of the grant date and half vesting on the fifth anniversary of the grant date and (iii) three-year cliff vesting non-qualified stock options with a grant value of $750,000, in addition to his annual cycle grant made in fiscal 2023. These one-time grants were made in fiscal 2023 as an incentive for Mr. Mehta to join L3Harris and to offset forfeited awards from his previous employer.

  110. HEALTH AND WELFARE BENEFITS

    | Benefit or program | Available to | | Employee benefits: Medical and prescription coverage, dental and vision programs, short-term disability insurance, basic, supplemental and dependent life insurance, basic and supplemental accidental death and dismemberment insurance and business travel insurance, paid time off, leave of absence and other similar policies. | Most U.S.-based employees (including executive officers) | | Liability insurance coverage | Board-appointed officers | | Employee-paid liability coverage: Option to participate in group excess liability umbrella policy at employee’s own expense. | Qualifying U.S.-based employees | | Long-term disability coverage > offers 60% of “eligible compensation” before offsets for Social Security and certain other Company or government-provided disability or other benefits > “eligible compensation” is capped at $400,000 per year under the plan > supplemental benefit of 50% of eligible compensation above $400,000 and up to $800,000, for a maximum supplemental benefit of $200,000 per year. | Most U.S.-based employees (including executive officers) |

  111. Offer Letter Agreement with Mr. Mehta

    Offer Letter Agreement with Mr. Mehta Mr. Mehta and L3Harris entered into the Mehta Offer Letter Agreement pursuant to which he was named President of L3Harris’ Communication Systems segment, effective January 3, 2023. The Mehta Offer Letter Agreement provides for the following compensation and benefits: > annual base salary of $725,000; > eligibility to receive an annual cash incentive under our Annual Incentive Plan with a target value of 100% of his base salary; > eligibility to receive annual equity with a target value of no less than $2,550,000; > one-time grants determined based on whether certain awards from his employer were cancelled, forfeited or terminated, of which Mr. Mehta became entitled to: (i) restricted stock units with a grant value of $2,500,000 vesting ratably over three years; (ii) restricted stock units with a grant value of $1,500,000, with half vesting on the third anniversary of the grant date and half vesting on the fifth anniversary of the grant date; and (iii) three-year cliff vesting non-qualified stock options with a grant value of $750,000; > a one-time cash sign-on bonus of $850,000 as an incentive to join L3Harris; > eligibility to participate in L3Harris’ RSP, ERSP and employee health and welfare plans; > reimbursement of up to $50,000 in attorneys’ fees in connection with his employment; and > severance benefits under our Severance Pay Plan (or equivalent benefits in the event such plan no longer exists), plus immediate vesting of any unvested portions of the one-time grants described above upon termination without “cause,” resignation for “good reason” or upon disability or death, with “good reason” defined as certain diminutions in position, duties, responsibilities or status, reductions in compensation, requirements to change principal work location, an unsuccessful attempt of termination for cause or a material breach of a written agreement with Mr. Mehta by L3Harris. See “Agreements, Plans and Programs Providing for Potential Termination Benefits” on page 69.

  112. Release Agreement with Ms. Turner

    Release Agreement with Ms. Turner On December 22, 2023, we entered into a Release of All Claims Agreement (the “Release Agreement”) with Ms. Turner, our former Senior Vice President and Chief Financial Officer, in connection with her involuntary termination without cause. Under the Release Agreement, which was approved by our Compensation Committee, we agreed to pay Ms. Turner: $1,600,000 (equal to one year of base salary plus one year of target bonus); $951,200 in lieu of any payments to which she may have been entitled under the Annual Incentive Plan, including in respect of 2023; $18,000 in lieu of outplacement benefits; and $500,000 as additional consideration for transitional assistance. The Release Agreement also provides for 12 months of COBRA coverage at active employee rates and that Ms. Turner’s separation from L3Harris be treated as an involuntary separation for the purpose of her equity awards and other post-separation benefits. These payments and the other benefits provided under the Release Agreement are subject to its terms and conditions. In consideration for the Release Agreement, including the payment for transitional assistance, Ms. Turner agreed to a general release of all claims, confidentiality restrictions, a one-year non-solicitation restriction, a one-year non-competition restriction and other restrictive covenants.

  113. ROLE OF INDEPENDENT COMPENSATION CONSULTANT

    ROLE OF INDEPENDENT COMPENSATION CONSULTANT Our Compensation Committee has the authority to retain compensation consultants and other advisors to assist it in fulfilling its duties and responsibilities and has directly retained FW Cook — a nationally recognized, independent executive compensation consulting firm — to provide it with objective analysis, recommendations on plan design, competitive market data and other advice and information related to CEO compensation and the compensation of other executive officers. Our Nominating and Governance Committee also has directly retained FW Cook to provide it with objective analysis, plan design recommendations, advice and information related to the compensation of our independent directors. FW Cook performs these services solely at the direction and under the supervision of our Compensation Committee or our Nominating and Governance Committee, as applicable, and does not provide any other services for or receive other remuneration from L3Harris. With regard to FW Cook’s services related to CEO and other executive officer compensation, our Compensation Committee has sole authority to modify or approve FW Cook’s remuneration, determine the nature and scope of its services, evaluate its performance, terminate the engagement and engage a replacement or additional consultant at any time. Our Compensation Committee also regularly meets with FW Cook in executive session, without our CEO or other members of management present. Taking into consideration the independence factors in the NYSE listing standards and SEC rules, our Compensation Committee has made the determination that, in its business judgment, FW Cook is independent and that its work does not raise any conflicts of interest.

  114. BENCHMARKING

    BENCHMARKING Our Board and Compensation Committee use benchmarking as a reference point in the framework of its overall compensation decisions. Specifically, our Board and Compensation Committee generally set target total direct compensation for our CEO and other executives to approximate the median total direct compensation for comparable positions in our compensation peer group. However, actual compensation levels may differ from the median based on our Board and our Compensation Committee’s discretion, based on such factors as experience, position, responsibilities, tenure and contributions. Our Board and our Compensation Committee may also consider other broad compensation market data, including published compensation surveys. For fiscal 2023, the L3Harris Total Rewards team performed a comprehensive assessment and benchmarking of the competitive compensation positioning of our named executive officers as well as the mix and elements of their compensation, primarily focusing on our compensation comparison peer group, but also using broad aerospace and defense and industrial compensation market data. Our Compensation Committee also engaged FW Cook to review, assess and validate our Total Rewards team’s assessment and benchmarking process.

  115. HISTORICAL PAY INCREASES FOR OUR CEO

    | Pay Elements | 2021 | 2022 | 2023 | | Salary | $1,500 | $1,500 | $1,550 | | Annual Incentive % | 172% | 200% | 200% | | Annual Incentive | $2,580 | $3,000 | $3,100 | | Long-term Incentive | $11,000 | $11,500 | $13,500 | | Target Total Direct Compensation (“TDC”) | $15,080 | $16,000 | $18,150 | | Peer Group Median Target TDC(1) | $16,407 | $16,784 | $18,089 | | LHX CEO Target TDC vs. Peer Median Target TDC(1) | 8% below | 5% below | At median |

  116. COMPENSATION COMPARISON PEER GROUP

    COMPENSATION COMPARISON PEER GROUP Our compensation comparison peer group is used to assess the competitiveness of our named executive officers’ compensation. Our Compensation Committee periodically reviews the composition of this peer group and makes changes it determines are appropriate based on changes to our businesses or to the attributes of companies in the group or the availability of their compensation data. Our independent compensation consultant, our CEO and members of management routinely provide input to our Compensation Committee regarding changes to the attributes of peer companies. We seek to include companies based on the following criteria (which are not assigned any specific weight): > The same or similar industry > Revenue between 1/3 to 3X our revenue > Market capitalization between 1/3 to 3X our market capitalization > Similarities in business model > Competition for executive talent In each of October 2022 and October 2023, management proposed, FW Cook endorsed and our Compensation Committee approved the compensation comparison peer group below for fiscal 2023 and fiscal 2024, respectively, which is the same compensation comparison peer group used in fiscal 2022.

  117. COMPENSATION COMPARISON PEER GROUP

    | Eaton Corporation plc | Jacobs Solutions Inc. | Parker Hannifin Corporation | | Emerson Electric Co. | Leidos Holdings, Inc. | RTX Corporation | | General Dynamics Corporation | Lockheed Martin Corporation | Rockwell Automation, Inc. | | Honeywell International Inc. | Motorola Solutions, Inc. | Textron Inc. | | Illinois Tool Works Inc. | Northrop Grumman Corporation | |

  118. COMPENSATION COMPARISON PEER GROUP

    The revenue median of the peer group was $17.7 billion based on most recently reported fiscal year-end financial results, and the median market capitalization was $64.9 billion as of December 29, 2023, versus our $19.4 billion revenue and $39.9 billion market capitalization.

  119. Relationship Between Compensation Plans and Risk

    Relationship Between Compensation Plans and Risk Our Compensation Committee undertakes periodic comprehensive reviews to assess whether our compensation strategies, plans, programs, policies or practices — either individually or in the aggregate — would encourage executives or employees to undertake unnecessary or excessive risks that would be reasonably likely to have a material adverse effect on the Company. A review will also be conducted when there are material changes to our program. Based on the most recent comprehensive review, and annual reviews of our compensation program, management and our Compensation Committee concluded that our compensation strategies, plans, programs, policies and practices were not reasonably likely to have a material adverse effect on us due to a variety of mitigating factors. These factors included: > An emphasis on long-term compensation that utilizes a balanced portfolio of compensation elements, such as cash and equity, and delivers rewards based on sustained performance over time; > The Compensation Committee’s power to set short and long-term performance objectives for incentive plans that appropriately correlate with shareholder value and use multiple financial measures to measure performance; > Performance share unit awards that generally are tied to financial performance measures spanning overlapping three-year performance periods, creating a focus on driving sustained performance over multiple performance periods, which mitigates the potential for executives to take excessive risks to drive one-time, short-term performance spikes in any one performance period; > The use of equity awards with vesting periods to foster retention and align executives’ interests with those of shareholders; > Caps on potential payouts under both short-and long-term incentive plans to eliminate the potential for any windfalls; > A “clawback” policy that requires recovery of any excess incentive-based compensation from executive officers following a restatement of financial information that affects the financial measures used to determine such incentive-based compensation; > Share ownership guidelines; and > A broad array of competitive benefit programs that offer employees and executives an opportunity to build meaningful retirement assets and benefit protections throughout their careers. Other Practices and Policies

  120. EQUITY GRANTS BY CEO

    EQUITY GRANTS BY CEO As permitted under our equity incentive plans, our Compensation Committee has delegated to our CEO the authority to grant equity awards to employees who are not executive officers. The annual maximum number of shares underlying the awards that may be granted pursuant to this delegation is set by our Compensation Committee, which reviews these awards annually. Tax and Accounting Considerations

  121. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Under Section 409A of the Internal Revenue Code, “nonqualified deferred compensation” must be deferred and paid under plans or arrangements that satisfy certain requirements with respect to the timing of deferral elections, timing of payments and certain other matters. If these requirements are not complied with, amounts deferred under compensation arrangements that are subject to Section 409A will be currently includable in income to the employee and subject to an excise tax to be assessed on the employee. In general, it is our intention to design and administer our compensation and benefits plans and arrangements for all of our employees so that they either are exempt from, or satisfy the requirements of, Section 409A.

  122. FISCAL 2023 SUMMARY COMPENSATION TABLE

    FISCAL 2023 SUMMARY COMPENSATION TABLE The following table summarizes the compensation paid to, or accrued on behalf of, our named executive officers for our fiscal year ended December 29, 2023 (fiscal 2023), fiscal year ended December 30, 2022 (fiscal 2022) and fiscal year ended December 31, 2021 (fiscal 2021). The following table and the Grants of Plan-Based Awards in Fiscal 2023 Table on page 61 should be viewed together for a more complete presentation of both the annual and long-term incentive compensation elements of our executive compensation program.

  123. FISCAL 2023 SUMMARY COMPENSATION TABLE

    | Name and Principal Position* | Year | Salary $(1) | Bonus $(2) | Stock Awards $(3) | Option Awards $(4) | Non-Equity Incentive Plan Compensation $(5) | Change in Pension Value and Nonqualified Deferred Compensation Earnings $ | All Other Compensation $(6) | Total $ | | Christopher E. Kubasik Chair and Chief Executive Officer | 2023 | $1,542,308 | $0 | $10,114,106 | $3,375,035 | $3,735,500 | $0 | $1,057,298 | $19,824,247 | | | 2022 | $1,500,000 | $0 | $8,913,013 | $2,875,052 | $2,625,000 | $0 | $801,164 | $16,714,229 | | | 2021 | $1,500,000 | $0 | $8,287,958 | $2,750,012 | $2,750,000 | $0 | $409,779 | $15,697,749 | | Kenneth L. Bedingfield Senior Vice President and Chief Financial Officer | 2023 | $49,038 | $200,000 | $0 | $0 | $53,500 | $0 | $212 | $302,750 | | Samir B. Mehta President, Communication Systems | 2023 | $721,863 | $850,000 | $5,911,070 | $1,387,597 | $928,700 | $0 | $85,335 | $9,884,565 | | Sean J. Stackley Senior Vice President, Strategy, Growth & Technology | 2023 | $718,846 | $0 | $1,910,722 | $637,550 | $873,600 | $0 | $166,614 | $4,307,332 | | | 2022 | $679,615 | $0 | $1,937,853 | $625,011 | $560,000 | $0 | $158,796 | $3,961,275 | | | 2021 | $645,385 | $0 | $1,318,858 | $437,536 | $700,000 | $0 | $101,650 | $3,203,429 | | Edward J. Zoiss President, Space & Airborne Systems | 2023 | $718,846 | 0 | $1,910,722 | $637,550 | $1,130,300 | $0 | $169,547 | $4,566,965 | | | 2022 | $679,615 | $0 | $1,705,240 | $550,032 | $570,000 | $0 | $153,506 | $3,658,393 | | | 2021 | $645,385 | $0 | $1,318,858 | $437,536 | $610,000 | $0 | $104,635 | $3,116,414 | | Michelle L. Turner Former Senior Vice President and Chief Financial Officer | 2023 | $792,308 | $0 | $2,322,592 | $775,013 | $0 | $0 | $3,177,809 | $7,067,722 | | | 2022 | $706,731 | $750,000 | $3,288,058 | $1,975,053 | $675,000 | $0 | $518,229 | $7,913,071 |

  124. FISCAL 2023 SUMMARY COMPENSATION TABLE

    * Mr. Bedingfield joined L3Harris on December 11, 2023 and was not a named executive officer of L3Harris prior to fiscal 2023; Mr. Mehta joined L3Harris on January 3, 2023 and was not a named executive officer of L3Harris prior to fiscal 2023; effective October 17, 2022, Mr. Stackley was named Senior Vice President, Strategy, Growth & Technology and ceased serving as President of Integrated Mission Systems; and Ms. Turner joined L3Harris on January 24, 2022 and was not a named executive officer of L3Harris prior to fiscal 2022. Under the terms of her Release Agreement, Ms. Turner’s employment with L3Harris ended following the close of business on December 29, 2023. (1) The “Salary” column reflects the base salary amount (not base salary) for each of our named executive officers for the respective fiscal year. Amounts shown include any portion of base salary deferred and contributed by our named executive officers to our RSP or ERSP. See the Fiscal 2023 Nonqualified Deferred Compensation Table on page 67 and related notes for information regarding contributions by our named executive officers to our ERSP. (2) The amounts shown for Messrs. Bedingfield and Mehta in fiscal 2023 and for Ms. Turner in fiscal 2022 represent one-time cash sign-on bonuses paid under the terms of their respective Offer Letter Agreements. The amount shown for Ms. Turner for fiscal 2023 represents the amount paid pursuant to the terms of her Release Agreement. See “Employment and Release Agreements” on page 49 for details. The “Stock Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 for the respective fiscal year with respect to performance share units and restricted stock units granted to our named executive officers. Amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of performance share units granted in fiscal 2023, fiscal 2022 and fiscal 2021 were determined as of the grant date using a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to other companies in the S&P 500, less a discount because neither dividends, nor dividend equivalents are payable on performance share units during the performance period. The grant date fair values of restricted stock units were determined as of the grant date using the closing market price of our common stock on the grant date. Although neither dividends, nor dividend equivalents are payable on restricted stock units during the restriction period, the grant date fair values of restricted stock units do not reflect any discounts. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions. As noted, the grant date fair values of performance share units granted in fiscal 2023, fiscal 2022 and fiscal 2021 reflect discounts (because neither dividends, nor dividend equivalents are payable on performance share units during the performance period), which discounts were approximately: (a) $13.28 per share for fiscal 2023 performance share units granted in February 2023; (b) $13.65 per share for fiscal 2022 performance share units granted in February 2022; and (c) $11.91 per share for fiscal 2021 performance share units granted in February 2021. Each performance share unit earned at the end of the applicable multi-year performance period and paid out receives accrued dividend equivalents in an amount equal to the cash dividends or other distributions paid with respect to our common stock during the performance period. Payment of such dividend equivalents is made in cash at the time of the actual payout of performance share units ultimately earned as determined after completion of the performance period. Dividends declared with respect to issued and outstanding shares of our common stock were $4.56, $4.48 and $4.08 per share in fiscal 2023, fiscal 2022 and fiscal 2021, respectively. The dollar value of dividend equivalents paid on vested performance share units is included in the “All Other Compensation” column when the value of such dividend equivalents paid was not factored into the grant date fair value of the underlying performance shares units. The grant date fair values of performance share units were computed based on the probable outcome of the performance conditions as of the grant date of such awards, which was at target. The respective grant date fair values of the performance share units granted in fiscal 2023, fiscal 2022 and fiscal 2021, as applicable, assuming at such grant date the maximum payment (200% of target for performance share units granted in fiscal 2023, fiscal 2022 and fiscal 2021), would have been as follows: Mr. Kubasik — $13,478,194, $12,075,608 and $11,795,882; Mr. Mehta — $2,546,254; Mr. Stackley — $2,546,254, $2,625,494 and $1,876,964; Mr. Zoiss — $2,546,254, $2,310,180 and $1,876,964; and Ms. Turner — $3,095,118 and $2,625,494. See the Grants of Plan-Based Awards in Fiscal 2023 Table on page 61 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to equity awards granted in fiscal 2023 and the Outstanding Equity Awards at 2023 Fiscal Year End Table on page 63 and related notes for information with respect to equity awards granted prior to fiscal 2023. (4) The “Option Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 for the respective fiscal year with respect to stock options granted to our named executive officers. Amounts reflect our accounting for these option grants and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of these option grants were calculated as of the grant date using the Black-Scholes-Merton option-pricing model. The grant date fair values per share of our common stock underlying these option grants were as follows: (a) $54.81 for fiscal 2023 stock option grants on February 24, 2023; (b) $54.02 for fiscal 2022 stock option grants in February 2022; (c) $42.16 for fiscal 2021 stock option grants on February 2021; (d) $54.73 for option grants made on February 1, 2023 to Mr. Mehta in connection with his hiring; and (e) $46.16 for option grants made on February 1, 2022 to Ms. Turner in connection with her hiring. The assumptions used for the valuations are set forth in the Notes to our audited consolidated financial statements in our Annual Reports on Form 10-K for fiscal 2023 (Note 10), fiscal 2022 (Note 15) and fiscal 2021 (Note 15), respectively. Pursuant to SEC rules, we disregarded the estimates of forfeitures related to service-based vesting conditions. See the Grants of Plan-Based Awards in Fiscal 2023 Table on page 61 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to stock options granted in fiscal 2023 and the Outstanding Equity Awards at 2023 Fiscal Year End Table on page 63 and related notes for information with respect to stock options. (5) The “Non-Equity Incentive Plan Compensation” column reflects payouts to our named executive officers of cash amounts earned under our Annual Incentive Plan. Amounts shown include any portion of these payouts deferred and contributed by the recipient to our RSP or ERSP. See the Fiscal 2023 Nonqualified Deferred Compensation Table on page 67 and related notes for information regarding contributions by our named executive officers to our ERSP. For additional information about our Annual Incentive Plan and these payouts, see the “Compensation Discussion and Analysis” section of this proxy statement and the Grants of Plan-Based Awards in Fiscal 2023 Table on page 61 and related notes. (6) The following table describes the components of the “All Other Compensation” column for fiscal 2023:

  125. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 TABLE

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 TABLE The following table provides information about cash (non-equity) and equity incentive compensation plan-based awards granted to our named executive officers in fiscal 2023, including: (1) the grant date and approval date of equity awards; (2) the range of cash payouts that were possible in respect of awards under our Annual Incentive Plan; (3) the range of performance share units that may be earned in respect of grants under performance share unit awards; (4) grants under restricted stock unit awards; (5) the number of shares underlying, and exercise price of, stock option grants; and (6) the grant date fair value of grants under performance share unit and restricted stock unit awards and stock options grants computed under ASC 718.

  126. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 TABLE

    | | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/Share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name/Type of Award | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Christopher E. Kubasik | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 310,000 | 3,100,000 | 6,200,000 | — | — | — | — | — | — | — | | Performance share units | 2/24/2023 | 2/24/2023 | — | — | — | 6,424 | 32,120 | 64,240 | — | — | — | 6,739,097 | | Restricted stock units | 2/24/2023 | 2/24/2023 | — | — | — | — | — | — | 16,060 | — | — | 3,375,009 | | Stock options | 2/24/2023 | 2/24/2023 | — | — | — | — | — | — | — | 61,577 | 210.15 | 3,375,035 | | Kenneth L. Bedingfield | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 4,437 | 44,368 | 88,736 | — | — | — | — | — | — | — | | Samir B. Mehta | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 36,250 | 725,000 | 1,450,000 | — | — | — | — | — | — | | | Performance share units | 2/24/2023 | 2/23/2023 | — | — | — | 1,214 | 6,068 | 12,136 | — | — | — | 1,273,127 | | Restricted stock units(7) | 2/1/2023 | 11/7/2022 | — | — | — | — | — | — | 18,533 | — | — | 4,000,348 | | Restricted stock units | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | 3,034 | — | — | 637,595 | | Stock options(7) | 2/1/2023 | 11/7/2022 | — | — | — | — | — | — | — | 13,707 | 215.85 | 750,047 | | Stock options | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | | 11,632 | 210.15 | 637,550 | | Sean J. Stackley | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 72,500 | 725,000 | 1,450,000 | — | — | — | — | — | — | — | | Performance share units | 2/24/2023 | 2/23/2023 | — | — | — | 1,214 | 6,068 | 12,136 | — | — | — | 1,273,127 | | Restricted stock units | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | 3,034 | — | — | 637,595 | | Stock options | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | — | 11,632 | 210.15 | 637,550 | | Edward J. Zoiss | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 36,250 | 725,000 | 1,450,000 | — | — | — | — | — | — | — | | Performance share units | 2/24/2023 | 2/23/2023 | — | — | — | 1,214 | 6,068 | 12,136 | — | — | — | 1,273,127 | | Restricted stock units | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | 3,034 | — | — | 637,595 | | Stock options | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | — | 11,632 | 210.15 | 637,550 | | Michelle L. Turner | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 80,000 | 800,000 | 1,600,000 | — | — | — | — | — | — | — | | Performance share units | 2/24/2023 | 2/23/2023 | — | — | — | 1,475 | 7,376 | 14,752 | — | — | — | 1,547,559 | | Restricted stock units | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | 3,688 | — | — | 775,033 | | Stock options | 2/24/2023 | 2/23/2023 | — | — | — | — | — | — | — | 14,140 | 210.15 | 775,013 |

  127. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 TABLE

    The “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” columns show the range of possible cash payouts under our Annual Incentive Plan in respect of our fiscal 2023 performance. Amounts actually earned under our Annual Incentive Plan for fiscal 2023 were determined and approved by our independent directors, in the case of Mr. Kubasik and our Compensation Committee, in the case of our other named executive officers, in February 2024 and paid soon thereafter and are reported under the “Non-Equity Incentive Plan Compensation” column in the Fiscal 2023 Summary Compensation Table on page 58. For additional information related to our Annual Incentive Plan and these payouts, including financial performance measures and associated weighting and targets, as well as calculation of payout thresholds and maximums, see the “Compensation Discussion and Analysis” section of this proxy statement. Mr. Bedingfield joined L3Harris in fiscal 2023 and was entitled to a pro-rata portion of his cash incentive target value, as set forth in his Offer Letter Agreement. The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the possible range of shares earnable in respect of the performance share units granted under our 2015 Equity Incentive Plan in fiscal 2023 for the three-year performance period of fiscal 2023-2025, which ranged from 0% to a maximum of 200% of the target number of performance share units at the time of grant based on the extent of weighted achievement of targets for the 3-year cumulative EPS and 3-year average ROIC for the performance period, subject to possible adjustment based on our TSR relative to other companies in the S&P 500. For additional information related to the performance measures and associated weighting, see the “Compensation Discussion and Analysis” section of this proxy statement. Cash dividend equivalents are not payable during the performance period on performance share units. Instead, each performance share unit earned and paid out receives accrued dividend equivalents in an amount per share equal to any cash dividends or other distributions paid with respect to an issued and outstanding share of common stock during the performance period, with payment of such dividend equivalents to be made in cash at the time of the payout of performance share units ultimately earned after completion of the performance period. An executive officer must remain employed with us through the last day of the performance period to earn an award; however: (a) a pro-rata portion of the award will be earned if employment terminates (i) subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, as a result of qualifying early retirement (after age 60 with 5 or more years of full-time service and meeting certain advance notice and other criteria) or involuntary termination other than for cause or (ii) as a result of death or disability (in which cases, the pro-rata portion is based on target and the period worked during the performance period and paid out promptly); and (b) the award will continue to vest if employment terminates (i) subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, as a result of qualifying full retirement (after age 65 with 10 or more years of full-time service and meeting certain advance notice and other criteria). See the “Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 68 for the treatment of these performance share units upon a termination of employment or change in control. For additional information related to the terms and conditions of these performance share units, see the Outstanding Equity Awards at 2023 Fiscal Year End Table on page 63 and related notes. (3) The “All Other Stock Awards: Number of Shares of Stock or Units” column shows restricted stock units granted under our 2015 Equity Incentive Plan in fiscal 2023. Cash dividend equivalents are not payable during the restriction period on restricted stock units. Instead, each restricted stock unit paid out receives accrued dividend equivalents in an amount per share equal to any cash dividends or other distributions paid with respect to an issued and outstanding share of common stock during the restriction period, with payment of such dividend equivalents to be made in cash at the time of the payout of restricted stock units after completion of the restriction period. See the “Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 68 for the treatment of restricted stock units upon a termination of employment or change in control. For additional information related to the terms and conditions of restricted stock units, see the Outstanding Equity Awards at 2023 Fiscal Year End Table on page 63 and related notes. (4) The “All Other Option Awards: Number of Securities Underlying Options” column shows the number of shares of our common stock underlying stock options granted under our 2015 Equity Incentive Plan in fiscal 2023, which expire no later than 10 years from the grant date. See the “Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 68 for the treatment of stock options upon a termination of employment or change in control. For additional information related to the terms and conditions of stock options, see the Outstanding Equity Awards at 2023 Fiscal Year End Table on page 63 and related notes. (5) The “Exercise or Base Price of Option Awards” column shows the exercise price per share for the stock options at the time of grant, which was the closing market price per share of our common stock on the grant date. (6) The “Grant Date Fair Value of Stock and Option Awards” column shows the aggregate grant date fair value computed in accordance with ASC 718 of performance share units (at target), restricted stock units and stock options granted in fiscal 2023. In accordance with SEC rules, the amounts in this column reflect the grant date fair value without reduction for estimates of forfeitures related to service-based vesting conditions. The grant date fair values of these performance share units were computed based on the probable outcome of the performance conditions as of the grant date of such awards (which was at target) and were determined as of the grant date using a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to other companies in the S&P 500 (which yielded a valuation of approximately $223.09 per share), less a discount (approximately $13.28 per share) because dividends are not paid on performance share units during the performance period, for a grant date fair value of $209.81 per share. The grant date fair values of restricted stock units were determined as of the grant date using the $210.15 closing market price of our common stock on the grant date, except for 18,533 restricted stock units granted to Mr. Mehta on February 1, 2023, for which the grant date fair value was the $215.85 closing market price of our common stock on February 1, 2023. The grant date fair values of stock options were calculated at the grant date using the Black-Scholes-Merton option-pricing model. The grant date fair value per share of our common stock underlying stock options was $54.81, except for 13,707 stock options granted to Mr. Mehta on February 1, 2023, for which the grant date fair value was $54.73. The assumptions used for the valuations are set forth in Note 10 to our audited consolidated financial statements in our Annual Report on Form 10-K for our fiscal year ended December 29, 2023. These amounts reflect our accounting for these grants and do not necessarily correspond to the actual values that may be realized by our named executive officers.

  128. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2023 TABLE

    Represents restricted stock units and non-qualified stock options granted to Mr. Mehta in connection with the Mehta Offer Letter Agreement.

  129. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE The following table provides information regarding outstanding unexercised stock options and unvested stock awards held by each of our named executive officers as of December 29, 2023. Each grant of outstanding unexercised stock options or unvested stock awards is shown separately for each named executive officer. The vesting schedule for each grant of outstanding unexercised stock options is shown in the footnotes following this table. Mr. Bedingfield had no outstanding equity awards at the 2023 fiscal year end and therefore is omitted from this table.

  130. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    | | Option Awards | | | | | Stock Awards | | | | | | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable(2) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: | | | Name/Grant Date(1) | | | | | | | | Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(5) | Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(6) | | Christopher E. Kubasik | | | | | | | | | | | 10/30/2015 | 46,258 | 0 | — | $97.24 | 10/30/2025 | — | — | — | — | | 2/16/2016 | 76,190 | 0 | — | $89.39 | 2/16/2026 | — | — | — | — | | 2/21/2017 | 56,624 | 0 | — | $129.85 | 2/21/2027 | — | — | — | — | | 12/20/2017 | 112,138 | 0 | — | $149.31 | 12/20/2027 | — | — | — | — | | 2/20/2018 | 97,171 | 0 | — | $162.30 | 2/20/2028 | — | — | — | — | | 8/1/2019 | 129,501 | 0 | — | $204.85 | 8/1/2029 | — | — | — | — | | 2/28/2020 | 74,297 | 0 | — | $197.73 | 2/28/2030 | — | — | — | — | | 2/26/2021 | 43,485 | 21,743 | — | $181.91 | 2/26/2031 | 15,118 | $3,184,153 | — | — | | 2/25/2022 | 17,740 | 35,482 | — | $233.51 | 2/25/2032 | 12,313 | $2,593,364 | 49,250 | $10,373,035 | | 2/24/2023 | 0 | 61,577 | — | $210.15 | 2/24/2033 | 16,060 | $3,382,557 | 64,240 | $13,530,229 | | Total | 653,404 | 118,802 | | | | 43,491 | $9,160,074 | 113,490 | $23,903,264 | | Samir B. Mehta | | | | | | | | | | | 2/1/2023 | 0 | 13,707 | — | $215.85 | 2/1/2033 | 18,533 | $3,903,420 | — | — | | 2/24/2023 | 0 | 11,632 | — | $210.15 | 2/24/2033 | 3,034 | $639,021 | 12,136 | $2,556,084 | | Total | 0 | 25,339 | | | | 21,567 | $4,542,442 | 12,136 | $2,556,084 | | Sean J. Stackley | | | | | | | | | | | 2/20/2018 | 2,210 | 0 | — | $162.30 | 2/20/2028 | — | — | — | — | | 8/1/2019 | 34,707 | 0 | — | $204.85 | 8/1/2029 | — | — | — | — | | 2/28/2020 | 11,598 | 0 | — | $197.73 | 2/28/2030 | — | — | — | — | | 2/26/2021 | 6,918 | 3,460 | — | $181.91 | 2/26/2031 | 2,406 | $506,752 | — | — | | 2/25/2022 | 3,856 | 7,714 | — | $233.51 | 2/25/2032 | 2,677 | $563,830 | 10,708 | $2,255,319 | | 2/24/2023 | 0 | 11,632 | — | $210.15 | 2/24/2033 | 3,034 | $639,021 | 12,136 | $2,556,084 | | Total | 59,289 | 22,806 | | | | 8,117 | $1,709,603 | 22,844 | $4,811,403 | | Edward J. Zoiss | | | | | | | | | | | 8/24/2018 | 9,012 | 0 | — | $163.23 | 8/24/2028 | — | — | — | — | | 8/1/2019 | 34,707 | 0 | — | $204.85 | 8/1/2029 | — | — | — | — | | 2/28/2020 | 11,598 | 0 | — | $197.73 | 2/28/2030 | — | — | — | — | | 2/26/2021 | 6,918 | 3,460 | — | $181.91 | 2/26/2031 | 2,406 | $506,752 | — | — | | 2/25/2022 | 3,394 | 6,788 | — | $233.51 | 2/25/2032 | 2,356 | $496,221 | 9,422 | $1,984,462 | | 2/24/2023 | 0 | 11,632 | — | $210.15 | 2/24/2033 | 3,034 | $639,021 | 12,136 | $2,556,084 | | Total | 65,629 | 21,880 | | | | 7,796 | $1,641,994 | 21,558 | $4,540,546 | | Michelle L. Turner(7) | | | | | | | | | | | 2/1/2022 | 0 | 29,247 | — | $209.92 | 2/1/2032 | 6,432 | $1,354,708 | — | — | | 2/25/2022 | 3,856 | 7,714 | — | $233.51 | 2/25/2032 | 2,677 | $563,830 | 10,708 | $2,255,319 | | 2/24/2023 | 0 | 14,140 | — | $210.15 | 2/24/2033 | 3,688 | $776,767 | 14,752 | $3,107,066 | | Total | 3,856 | 51,101 | | | | 12,797 | $2,695,304 | 25,460 | $5,362,385 |

  131. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    All options granted are nonqualified stock options. The exercise price for all stock options, other than stock options granted to Messrs. Kubasik and Stackley prior to August 1, 2019, is the closing market price of a share of our common stock on the grant date. The stock options granted to Messrs. Kubasik and Stackley prior to August 1, 2019 are stock options originally granted by L3 to purchase shares of L3 common stock at an exercise price equal to the closing market price of a share of L3’s common stock on the grant date, each of which was converted on June 29, 2019 upon completion of the Merger into an option to purchase a number of shares of our common stock equal to the original number of shares of L3 common stock subject to the L3 stock option multiplied by 1.30 (the exchange ratio in the Merger), at an exercise price equal to the original exercise price of the L3 stock option divided by 1.30. The exercise price for all stock options may be paid in cash and/or shares of our common stock, or an option holder may use “broker assisted cashless exercise” procedures. See the “Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 68 for the treatment of these options upon a termination of employment or change in control. (2) The following table details the regular vesting schedule for all unvested stock options as of December 29, 2023 for each named executive officer except Ms. Turner. See note (7) below and “Tables of Potential Payments Upon Termination or Change in Control” on page 71 for a description of the impact of Ms. Turner’s involuntary separation on her equity awards. In general, options expire 10 years from the grant date.

  132. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    | Name | Grant Date | Option Vesting Date | Number of Shares Underlying Options | | Christopher E. Kubasik | 2/26/2021 | 2/26/2024 | 21,743 | | | 2/25/2022 | 2/25/2024 | 17,741 | | | | 2/25/2025 | 17,741 | | | 2/24/2023 | 2/24/2024 | 20,525 | | | | 2/24/2025 | 20,526 | | | | 2/24/2026 | 20,526 | | Samir B. Mehta | 2/1/2023 | 2/1/2026 | 13,707 | | | 2/24/2023 | 2/24/2024 | 3,877 | | | | 2/24/2025 | 3,877 | | | | 2/24/2026 | 3,878 | | Sean J. Stackley | 2/26/2021 | 2/26/2024 | 3,460 | | | 2/25/2022 | 2/25/2024 | 3,857 | | | | 2/25/2025 | 3,857 | | | 2/24/2023 | 2/242024 | 3,877 | | | | 2/24/2025 | 3,877 | | | | 2/24/2026 | 3,878 | | Edward J. Zoiss | 2/26/2021 | 2/26/2024 | 3,460 | | | 2/25/2022 | 2/25/2024 | 3,394 | | | | 2/25/2025 | 3,394 | | | 2/24/2023 | 2/24/2024 | 3,877 | | | | 2/24/2025 | 3,877 | | | | 2/24/2026 | 3,878 |

  133. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    (3) The restricted stock units granted on February 24, 2023 vest on February 24, 2026. Mr. Mehta’s restricted stock units granted on February 1, 2023 were granted in connection with the Mehta Offer Letter Agreement; 6,950 of such restricted stock units vest one-half on February 1, 2026 and one-half on February 1, 2028, and 11,583 of such restricted stock units vest ratably on February 1, 2024, February 1, 2025 and February 1, 2026. Ms. Turner’s restricted stock units were granted on February 1, 2022 and had been scheduled to vest on February 1, 2025 (see note (7) below). The restricted stock units granted on February 25, 2022 vest on February 25, 2025. The restricted stock units granted on February 26, 2021 vest on February 26, 2024. Cash dividend equivalents are not payable on restricted stock units during the restriction period. Instead, each restricted stock unit paid out receives accrued dividend equivalents in an amount per share equal to any cash dividends or other distributions paid with respect to an issued and outstanding share of common stock during the restriction period, with payment of such dividend equivalents to be made in cash at the time of the payout of restricted stock units after completion of the restriction period. See the “Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 68 for the treatment of restricted stock unit awards upon a termination of employment or change in control. (4) The market value shown was determined by multiplying the number of restricted stock units that had not vested by the $210.62 closing market price per share of our common stock on December 29, 2023, the last trading day of our fiscal year ended December 29, 2023. (5) The performance share units granted in fiscal 2022 are for the three-year performance period of fiscal 2022-2024. The performance share units granted in fiscal 2023 are for the three-year performance period of fiscal 2023-2025. The numbers of performance share units and related values as of December 29, 2023 represent payouts at maximum, rather than payouts at target, in accordance with SEC rules requiring reporting of these amounts in this manner because our performance exceeded target during the last completed fiscal year or years over which performance is measured. For fiscal 2023-2025 and fiscal 2022-2024 performance period awards, actual performance will cause the number of shares that are earned to range from 0% to a maximum of 200% of the target number of performance share units based on the extent of weighted achievement of targets for 3-year cumulative EPS and 3-year average ROIC for the performance period, subject to possible adjustment based on our TSR relative to other companies in the S&P 500 (with a TSR modifier of +/-20%). Cash dividend equivalents are not payable during the performance period on performance share units. Instead, each performance share unit earned and paid out receives accrued dividend equivalents in an amount per share equal to any cash dividends or other distributions paid with respect to an issued and outstanding share of our common stock during the performance period, with payment of such dividend equivalents to be made in cash at the time of the actual payout of performance share units ultimately earned as determined after completion of the performance period. See the “Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 68 for the treatment of these performance share units upon a termination of employment or change in control. For more information regarding performance share units, see the Grants of Plan-Based Awards in Fiscal 2023 Table on page 61 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement. The market value shown was determined by multiplying the number of unearned and unvested performance share units (at maximum for the fiscal 2023-2025 fiscal and fiscal 2022-2024 cycle awards) by the $210.62 closing market price per share of our common stock on December 29, 2023, the last trading day of fiscal 2023.

  134. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    | COMPENSATION TABLES OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 TABLE |

  135. OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END TABLE

    Under the terms of her Release Agreement, Ms. Turner’s employment with L3Harris ended following the close of business on December 29, 2023, so equity awards shown do not reflect the terms of her separation from L3Harris. See “Tables of Potential Payments Upon Termination or Change in Control” on page 71 for a description of the impact of Ms. Turner’s involuntary separation on her equity awards.

  136. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 TABLE

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 TABLE The following table provides information for each of our named executive officers regarding (1) stock option exercises during fiscal 2023, including the number of shares acquired and value realized on exercise, and (2) vesting of stock awards during or in respect of fiscal 2023, including the number of shares acquired and value realized on vesting.

  137. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 TABLE

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(2) | Value Realized on Vesting ($)(2) | | Christopher E. Kubasik | — | — | 44,617 | $9,404,620 | | Kenneth L. Bedingfield | — | — | — | — | | Samir B. Mehta | — | — | — | — | | Sean J. Stackley | — | — | 7,061 | $1,488,341 | | Edward J. Zoiss | 30,077 | 2,136,271 | 7,061 | $1,488,341 | | Michelle L. Turner | — | — | 5,725 | $1,205,867 |

  138. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2023 TABLE

    (1) Value realized on exercise of stock options was determined by multiplying the number of options exercised by the difference between the weighted average sale price of the shares of our common stock sold on the date of exercise and the exercise price, irrespective of any taxes owed upon exercise. Consists of shares earned and acquired on vesting of performance share unit awards and shares acquired on vesting of restricted stock unit awards, as described further in the notes below, with value realized on vesting of performance share unit awards granted in fiscal 2021 determined by multiplying the number of shares earned and vested by the $210.62 closing market price of our common stock on December 29, 2023, the last trading day of our fiscal 2023, and with value realized on vesting of restricted stock unit awards determined by multiplying the number of shares acquired on vesting by the $211.19 closing market price of our common stock on the February 28, 2023 vesting date. Upon the vesting and release of performance share unit and restricted stock unit awards, shares are surrendered to satisfy income tax withholding requirements. Amounts shown for number of shares acquired and value realized on vesting, however, have not been reduced to reflect shares surrendered to cover such tax withholding obligations. For Ms. Turner, also includes the pro-rata portion of restricted stock unit awards to which she was entitled in accordance with the terms and conditions of such awards and her Release Agreement.

  139. NONQUALIFIED DEFERRED COMPENSATION

    NONQUALIFIED DEFERRED COMPENSATION Retirement Savings Plan Our RSP is a tax-qualified, 401(k) defined contribution retirement plan available to most of our U.S.-based employees, including our named executive officers. Under our RSP, subject to applicable limits under the Internal Revenue Code, participants generally may contribute up to 70% of eligible compensation, the most significant components of which are base salary and annual incentive payments. In general, following one year of service, we match up to the first 6% of eligible compensation that is contributed by a participant. The Internal Revenue Code limits certain contributions to a participant’s RSP account and also limits the amount of compensation that may be considered when determining benefits under our RSP. Participants in our RSP are immediately vested in contributions they make and are fully vested in the remainder of their account (including contributions we make) on or after the attainment of age 55 or due to their disability or death. In general, participants also become fully vested in the remainder of their account after three years of employment with us (contributions we make generally are subject to three-year graduated vesting). Excess Retirement Savings Plan To the extent contributions by participants to our RSP are limited by the Internal Revenue Code, certain of our salaried employees, including our named executive officers, are eligible to participate in our ERSP. The ERSP is an unfunded, nonqualified defined contribution retirement plan intended to make up the difference between the amount actually credited to a participant’s account under our RSP and the amount that, in the absence of certain Internal Revenue Code limits, would have been credited to the participant’s account. In addition, our Compensation Committee may, at its discretion, provide for the deferral of other compensation to executive officers under our ERSP, including equity awards. The value of our contributions credited to our named executive officers’ accounts under our RSP and ERSP is shown in the Fiscal 2023 Summary Compensation Table on page 58 under the “All Other Compensation” column and related notes. Deferred compensation under our ERSP generally will be paid or commence being paid to a participant in January of the calendar year following the year in which such participant reaches age 55, or the year in which such participant’s employment terminates, whichever is later. Participants select the form in which payment will be made, typically a lump sum or annual payments over a period of 3, 5, 7, 10 or 15 years. Deferred amounts generally may not be withdrawn prior to their payment date, except to meet an “unforeseeable financial emergency,” as defined under U.S. Federal tax law, or in the event of a change in control of the Company that satisfies certain requirements of U.S. Federal tax law. Payments to “specified employees,” as defined under U.S. Federal tax law, are delayed at least six months after termination of employment (this six-month delay generally does not apply to amounts deferred prior to 2005). The vesting provisions of our ERSP are generally the same as the vesting provisions of our RSP. Participants in our ERSP are immediately vested in contributions they make and are fully vested in the remainder of their account upon termination of employment on or after the attainment of age 55 or due to their disability or death. Participants also generally become fully vested in the remainder of their account after three years of employment with us (contributions we make generally are subject to three-year graduated vesting). Earnings on amounts credited to a participant’s account in our ERSP are based on participant selections among investment choices, which substantially mirror the investment choices available under our RSP. Participants may elect that a portion of their account be deemed invested in the Company stock fund, and such amounts are credited with dividend equivalents equal to the dividends paid on our common stock, which are then deemed reinvested in the Company stock fund. No above-market or preferential earnings are paid or guaranteed on investment choices. Amounts credited to a participant’s account in our ERSP may be partially or fully funded by a grantor trust, also known as a “rabbi trust,” and are required to be fully funded upon a change in control of the Company. The assets in such trust are subject to the claims of our creditors, and participants are treated as our unsecured general creditors. Fiscal 2023 Nonqualified Deferred Compensation Table The following table summarizes the amounts credited under our ERSP for our named executive officers, as well as earnings or losses and account balances under our ERSP. For additional information related to our ERSP, see the “Nonqualified Deferred Compensation” section of this proxy statement beginning on page 66.

  140. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($)(2) | Aggregate Earnings in Last Fiscal Year ($)(3) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($)(4) | | Christopher E. Kubasik | $352,385 | $234,346 | $334,645 | $0 | $2,416,220 | | Kenneth L. Bedingfield | $0 | $0 | $0 | $0 | $0 | | Samir B. Mehta | $0 | $0 | $0 | $0 | $0 | | Sean J. Stackley | $232,961 | $68,892 | $63,493 | $0 | $913,757 | | Edward J. Zoiss | $234,961 | $69,492 | $363,238 | $0 | $2,455,709 | | Michelle L. Turner | $38,769 | $38,769 | $7,912 | $0 | $85,450 |

  141. NONQUALIFIED DEFERRED COMPENSATION

    (1) Represents contributions to our ERSP of base salary, annual cash incentives or other eligible compensation that have been deferred and credited during fiscal 2023. The portion representing deferral of base salary is included in the Fiscal 2023 Summary Compensation Table on page 58 in the “Salary” column for fiscal 2023. The portion representing deferral of annual cash incentives relates to deferred Annual Incentive Plan payments in fiscal 2023 in respect of fiscal 2022 performance, the amount of which is included in the Fiscal 2023 Summary Compensation Table on page 58 in the “Non-Equity Incentive Plan Compensation” column for fiscal 2022. Any contributions by our named executive officers to our ERSP of deferred Annual Incentive Plan payments in respect of our fiscal 2023 performance will be contributions in our fiscal 2024 ending January 3, 2025. (2) Represents contributions by us to our ERSP credited during fiscal 2023, which are included in the 2023 Fiscal Summary Compensation Table on page 58 in the “All Other Compensation” column. (3) None of the earnings in this column are included in the Fiscal 2023 Summary Compensation Table on page 58 because no preferential or above-market amounts are paid on balances in our ERSP. Represents the sum of total contributions (by both the executive and the Company) and the aggregate earnings or losses on contributions, less withdrawals for all fiscal years through and inclusive of fiscal 2023. In addition to the amounts in the columns to the left in this table, also includes the following aggregate contributions for fiscal 2022 and fiscal 2021, which are included as part of the amounts reported in the “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns for fiscal 2022 and fiscal 2021 in the Summary Compensation Table on page 58 Mr. Kubasik — $1,095,669; Mr. Stackley — $400,733; and Mr. Zoiss — $637,004.

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL This section sets forth information regarding compensation and benefits that each of our named executive officers would receive in the event of termination of employment of such named executive officer under several different circumstances. SEVERANCE PAY PLAN Like other regular, full-time employees of L3Harris, our named executive officers are generally eligible for benefits under our Severance Pay Plan, which became effective March 1, 2020. Upon an involuntary termination of employment by us without cause, the Severance Pay Plan provides for severance benefits, subject to a waiver and release, including the following severance benefits for employees at the officer level (including executive officers): > a lump sum cash payment equal to the participant’s annual base pay (as determined under the Severance Pay Plan) and annual bonus at target; and > 12 months of COBRA coverage at active employee rates. However, individuals are not eligible for severance benefits under the Severance Pay Plan in circumstances where they are entitled to severance payments under a different arrangement (including change in control severance payments under our CIC Severance Plan (as described below)). As a result of the Kubasik Letter Agreement, as of February 23, 2024, benefits are not currently available to Mr. Kubasik under the Severance Pay Plan. EXECUTIVE CHANGE IN CONTROL SEVERANCE ARRANGEMENTS Our executive change in control severance arrangements reflect sound practices because they: > Do not provide for a tax gross-up of excise taxes; > Do provide for a “best net after-tax” payment approach that reduces payments and benefits to an executive if the reduction would result in the executive receiving higher payments and benefits on a net after-tax basis; and > Do provide that we will reimburse the executive for any legal fees and costs with respect to any dispute arising under the arrangement. L3Harris Executive Change in Control Severance Plan Our CIC Severance Plan became effective on March 1, 2020, and as amended on July 21, 2023, includes a “double trigger,” meaning that participants can receive benefits only if there is both a change in control and a qualifying termination of their employment within the two-year period following the change in control. Our Board believes that the CIC Severance Plan will align the interests of our executives and shareholders during the period of an actual or rumored change in control and is necessary in some cases to attract and retain executives. The plan is designed to preserve the focus and productivity of our executives, avoid disruption and prevent attrition during periods of uncertainty. Our Board also believes that the plan facilitates objective assessment of potential transactions that may be in our shareholders’ best interests but could negatively affect an executive’s employment prospects. All L3Harris officers (including named executive officers and our CEO, following the July 21, 2023 amendment) and certain other executives participate in the CIC Severance Plan. Under the CIC Severance Plan, if a participant’s employment is terminated by us without “cause” or by the participant for “good reason” (such as a material adverse change in compensation or job responsibilities or location) during the two-year period following a change in control, we will provide to the participant, subject to execution of a release of claims, the following severance benefits: > a lump sum cash payment equal to a multiple (2x in the case of employees at the officer level, including executive officers, and 3x for our CEO) of the participant’s base salary and target bonus; > a lump sum cash payment equal to the participant’s pro-rata target bonus; > continued participation in our group medical, dental and vision plans for the number of years equal to the applicable severance multiple; and if immediately prior to the date of termination or change in control, the participant is eligible for professional finance and tax planning assistance services offered by us, continued participation in such services for the balance of the calendar year in which the termination occurs and the calendar year thereafter. Agreements, Plans and Programs Providing for Potential Termination Benefits As a general matter, most of our employees are “employees at-will” and only eligible for benefits under our Severance Pay Plan or our CIC Severance Plan. However, the Kubasik Letter Agreement and the Mehta Offer Letter Agreement provide for benefits in excess of what each of Mr. Kubasik and Mr. Mehta would be entitled to under our Severance Pay Plan, in each case as described under the “Employment and Release Agreements” heading in the Compensation Discussion and Analysis section of this proxy statement on page 49. Potential Payments Under Various Circumstances Termination for cause. A named executive officer whose employment is terminated by us for cause is not entitled to any compensation or benefits other than those generally paid to all of our salaried employees upon termination of employment. In addition, as discussed in “Other Practices and Policies — Clawback” in the “Compensation Discussion and Analysis” section of this proxy statement, we are required to recover any excess incentive-based compensation from current or former executive officers subject to Section 16, including each of our named executive officers, following a restatement of financial information that affects a financial measures used to determine incentive-based compensation, and, separately, we may be entitled to recover all or a portion of a named executive officer’s performance-based compensation if our financial statements are restated as a result of errors, omissions or fraud. Annual incentive awards, vested and unvested options, performance share units and restricted stock units are automatically forfeited following a termination for cause or misconduct. Involuntary termination without cause (unless retirement eligible). In the case of termination of employment by us without cause, each of our named executive officers are entitled to compensation or benefits under our Severance Pay Plan. Additionally, Mr. Mehta is entitled to accelerated vesting of certain equity awards under the Mehta Offer Letter Agreement, as described under the “Employment and Release Agreements” heading in the “Compensation Discussion and Analysis” section of this proxy statement on page 49. Under our Annual Incentive Plan, following an involuntary termination by us without cause, if the executive was employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during such fiscal year, with payment made after the fiscal year end based on our performance. Except as otherwise provided for Mr. Kubasik and Mr. Mehta, as described under the “Employment and Release Agreements” heading in the “Compensation Discussion and Analysis” section of this proxy statement on page 49, under our equity incentive plans, upon an involuntary termination by us other than for cause or misconduct (and assuming not within 2 years following a future change in control): > Unvested options are forfeited; > Vested options may be exercised for up to 90 days following such termination but not later than the regularly scheduled expiration date; > Vested performance stock options granted in our six-month fiscal transition period of June 29, 2019 through January 3, 2020 (“Fiscal Transition Period”) may be exercised until the regularly scheduled expiration date; > Unvested performance share units are forfeited, although a pro-rata portion (based on the period worked during the performance period) will remain outstanding and eligible to be earned based on attainment of applicable performance targets, subject to a minimum one-year vesting period; and >

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Unvested restricted stock units vest pro-rata based on the period worked during the restriction period, subject to a minimum one-year vesting period, with the vested portion generally paid out as soon as practicable and the unvested portion forfeited. Voluntary termination/resignation (other than for good reason or retirement eligible). In the case of voluntary termination or resignation of employment by a named executive officer (other than for good reason or due to retirement): > The named executive officer is not entitled to any compensation or benefits other than those generally paid to all of our salaried employees upon any termination of employment; > Annual incentive awards, unvested stock options, unvested performance share units, unvested restricted stock units are automatically forfeited; > Vested options, as well as vested performance stock options, in each case granted prior to the Merger may be exercised for up to 30 days following such termination or resignation but not later than the regularly scheduled expiration date; and > Vested options, as well as vested performance stock options, in each case granted after the Merger may be exercised for up to 90 days following such termination or resignation but not later than the regularly scheduled expiration date. Voluntary resignation (for good reason). Except as otherwise provided for Mr. Mehta under the Mehta Offer Letter Agreement or Mr. Kubasik under the Kubasik Letter Agreement, each as described under the “Employment and Release Agreements” heading in the “Compensation Discussion and Analysis” section of this proxy statement on page 49, under our equity incentive plans, upon a voluntary resignation for good reason by an executive officer (not within two years after a future change in control), the same equity treatment applies as described above in the case of voluntary resignation other than for good reason, except vested performance stock options granted in our Fiscal Transition Period may be exercised until the regularly scheduled expiration date. Death or disability. If a named executive officer dies while employed with us, the individual’s beneficiaries are eligible for benefits under the death benefit programs generally available to many of our U.S.-based employees, including basic group life insurance (paid by us) and supplemental group life insurance (if it was elected and paid for by the executive). If a named executive officer’s employment is terminated as a result of disability, the executive is eligible for benefits under the disability programs generally available to many of our U.S.-based employees, which include a long-term disability income benefit and, in most cases, continuation of health and survivor and accident life insurance coverage applicable to active employees for specified periods, while disabled. In addition, upon death or disability: > Account balances in our RSP and ERSP become fully vested; > If the executive was employed for a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during such fiscal year, with payment made after the fiscal year end based on our performance; > Unvested options immediately fully vest; > Vested options, as well as vested performance stock options, granted prior to the Merger may be exercised, in the case of death, for up to 12 months following the date of death but not later than the regularly scheduled expiration date (by the beneficiaries), and in the case of disability, until the regularly scheduled expiration date; > Vested options, as well as vested performance stock options, granted after the Merger may be exercised for up to 12 months following the date of death (by the beneficiaries) or disability but not later than the regularly scheduled expiration date; > A pro-rata portion of the number of unvested performance share units immediately vest at target and are paid out as soon as administratively practicable following death and, in the case of disability, generally following expiration of the service period but may be paid out earlier in certain circumstances; and > Unvested restricted stock units immediately fully vest and are paid out as soon as administratively practicable. Retirement. As of December 29, 2023, all of our named executive officers who were serving as executive officers were eligible to participate in, and remain fully vested in, our RSP and ESRP. Additionally, Messrs. Kubasik, Stackley and Zoiss were retirement-eligible for certain awards under our equity incentive plans. If a named executive officer’s employment is terminated as a result of retirement such named executive officer would receive retirement benefits generally available to our retirement-eligible salaried employees, including: > Account balances in our RSP and ERSP become fully vested; > If the executive was employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during such fiscal year, with payment made after the fiscal year end based on our performance; > After age 55 with ten or more years of full-time service, the named executive officer’s vested options and vested performance stock options, in each case granted through our Fiscal Transition Period, may be exercised until the regularly scheduled expiration date; > After age 60 with five or more years of full-time service and satisfaction of certain advance notice and other criteria, the named executive officer’s vested options granted after our Fiscal Transition Period may be exercised until the regularly scheduled expiration date, and after age 65 with 10 or more years of full-time service and satisfaction of certain advance notice and other criteria, unvested options will continue to vest; > Unvested performance share units are forfeited, with two exceptions: (i) after age 60 with five or more years of full-time service and satisfaction of certain advance notice and other criteria, and subject to a minimum one-year vesting period, a pro-rata portion of performance share units (based on the period worked during the performance period) will remain outstanding and eligible to be earned based on attainment of applicable performance targets; and (ii) after age 65 with 10 or more years of full-time service and satisfaction of certain advance notice and other criteria, and subject to a minimum one-year vesting period, performance share units will continue to eligible to be earned based on attainment of applicable performance targets; and Unvested restricted stock units are forfeited, with two exceptions: (i) after age 60 with five or more years of full-time service and satisfaction of certain advance notice and other criteria, and subject to a minimum one-year vesting period, unvested restricted stock units vest pro-rata based on the period worked during the restriction period, with the vested portion generally paid out as soon as practicable; and (ii) after age 65 with 10 or more years of full-time service and satisfaction of certain advance notice and other criteria, and subject to a minimum one-year vesting period, restricted stock units will continue to eligible to vest. Change in control. Upon a future change in control: Whether or not a termination occurs, annual cash incentive compensation awards under our Annual Incentive Plan are fully earned and paid out promptly following the change in control or, in certain instances, following the end of the fiscal year, in each case at not less than the target level; > If the “double trigger” qualifying termination of employment also occurs, unvested options immediately vest and may be exercised until the regularly scheduled expiration date; >

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Unvested performance share units are deemed fully earned at not less than the target level and will vest and be paid out as soon as administratively practicable following expiration of the service period, subject to accelerated vesting and payout if the “double trigger” qualifying termination of employment or certain other employment terminations also occur and to forfeiture in certain other types of terminations; and > If the “double trigger” qualifying termination of employment also occurs, unvested restricted stock units immediately fully vest and will be paid out as soon as administratively practicable. Tables of Potential Payments Upon Termination or Change in Control The following tables show estimates of the incremental compensation and benefits our named executive officers who are currently serving as executive officers would receive in a hypothetical termination as of December 29, 2023 (as described in more detail below) under various circumstances and the actual amounts received by Ms. Turner following her involuntary separation on December 29, 2023. The actual amounts to be paid would be determinable only at the time of a termination of employment or a future change in control and do not include amounts Mr. Kubasik would be entiteld to under the Kubasik Letter Agreement, which we entered into on February 23, 2024. The estimated amounts in the tables also are based on the following: > The assumption that the hypothetical termination event occurred as of December 29, 2023, the last day of fiscal 2023, and that the value of our common stock was $210.62 per share based on the closing market price on December 29, 2023; > The applicable provisions in the agreements and other arrangements between the named executive officer and us in effect as of December 29, 2023, which are summarized beginning on page 49; > Cash severance includes multiples of salary and annual incentive compensation, but does not include paid or unpaid salary or annual incentive compensation or cash incentives earned for service through the end of fiscal 2023; > The value of any options that were vested prior to December 29, 2023 is not included; > The assumption that all unvested, in-the-money options that were not automatically forfeited on December 29, 2023 and that were entitled to vesting on such day vested and were exercised on such day; > The hypothetical termination as of December 29, 2023 would qualify as continuous employment through the expiration of the first fiscal year of the performance period for performance share units; > The value of accelerated restricted stock units includes the dollar value of dividend equivalents paid in cash with respect to such accelerated restricted stock units; > The value of accelerated performance share units is based on the target number of performance share units previously granted and includes the dollar value of dividend equivalents paid in cash with respect to such accelerated performance share units; > Payment of any aggregate balance shown in the Fiscal 2023 Nonqualified Deferred Compensation Table on page 67 is excluded; > The estimated value of continuation of health and welfare benefits and perquisites is included, where applicable; > The “Other Benefits” line includes, as applicable, $22,275 for financial planning services from a designated third-party provider and $18,000 for outplacement services; and With respect to a named executive officer over the age of 60 and who has completed at least five years of full-time service (as of December 29, 2023, Messrs. Kubasik and Stackley) and who provides a written six month notice for equity awards granted in fiscal 2022 or fiscal 2023, a termination of such executive’s employment with us that is within such executive’s control would be expected to be designated as retirement, as opposed to voluntary termination (resignation) or termination by such executive for good reason.

  145. CEO PAY RATIO

    CEO PAY RATIO We are required under Item 402(u) of Regulation S-K to calculate and disclose our “CEO pay ratio.” As permitted under SEC rules for such calculation and disclosure, from our total employee population of 51,822 full-time, part-time, seasonal and temporary workers as of November 30, 2023 (other than our CEO), we excluded all employees not located in the United States, Canada or United Kingdom, for a total of 1,566 excluded employees (less than 5% of total employees)* and then identified the median employee based on annual base salary and target bonus for the 12 months leading up to December 1, 2023, for employees located in the United States and the closest equivalent for employees located in Canada or United Kingdom. We calculated such median employee’s total compensation of $106,472 for fiscal 2023 in the same manner we calculated our CEO’s total compensation of $19,824,247 for fiscal 2023, as reported in the “Total” column of the Fiscal 2023 Summary Compensation Table on page 58. Based on this information, for fiscal 2023, the pay ratio between our CEO and median employee was 1:186. The pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Because applicable SEC rules permit various methodologies, assumptions and exclusions, such pay ratio may not be comparable to pay ratios calculated and disclosed by other companies. * Of our total employee population of 51,822 employees, 45,944 were located, and 5,878 were not located, in the United States as of November 30, 2023. These same numbers were used in calculating the de minimis exemption to determine the SEC permitted number of excluded employees. The approximate number of employees excluded, by jurisdiction, were as follows: Australia (581), Italy (257), India (129), South Africa (95), United Arab Emirates (86), Thailand (55), Republic of Korea (48), Iraq (46), Japan (42), Saudi Arabia (38), Germany (34), Pakistan (21), Cyprus (13), and 10 or fewer in each of Afghanistan, Algeria, Argentina, Brazil, British Indian Ocean Territory, Chile, China, Colombia, Curacao, Denmark, Djibouti, Estonia, France, Greece, Guam, Jordan, Kenya, Kosovo, Latvia, Malaysia, Morocco, Netherlands, New Zealand, Niger, Philippines, Poland, Qatar, Romania, Singapore, Sweden, Syrian Arab Republic and Taiwan.

  146. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Compensation Actually Paid Tables The following tables summarize the relationship between Named Executive Officer (“NEO”) compensation actually paid (“Compensation Actually Paid” or “CAP”) and our financial performance for our last four completed fiscal years, calculated in the manner required by Item 402(v) of Regulation S-K. The following tables and the associated narrative and graphical disclosure should be viewed together for a more complete presentation of such relationship over the periods presented.

  147. PAY VERSUS PERFORMANCE

    | Year (a) | Summary Compensation Table Total for Mr. Kubasik(1) (b) | Summary Compensation Table Total for Mr. Brown(1) (c) | Compensation Actually Paid to Mr. Kubasik(2) (d) | Compensation Actually Paid to Mr. Brown(2) (e) | Average Summary Compensation Table Total Paid to non-CEO NEOs(3) (f) | Average Compensation Actually Paid to non-CEO NEOs(2)(3) (g) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in millions) (j) | (Company Selected Measure) Adjusted Free Cash Flow (in millions)(4) (k) | | | | | | | | | TSR (h) | Peer Group TSR (i) | | | | 2023 | $19,824,247 | n/a | $19,039,757 | n/a | $5,225,867 | $3,807,223 | $108.52 | $114.66 | $1,198 | $2,009 | | 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 |

  148. PAY VERSUS PERFORMANCE

    (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. Brown’s 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) To calculate CAP, the following amounts were deducted from and added to the total compensation set forth in the Summary Compensation Table for the fiscal year shown:

  149. Mr. Kubasik Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    Mr. Kubasik Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  150. Mr. Kubasik Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    | Year | Salary | Bonus and Non- Equity Incentive Compensation | Equity-Based Awards (i) | Change in Pension Value (ii) | All Other Compensation (iii) | Summary Compensation Table Total | Deductions from Summary Compensation Table Total (iv) | Additions to Summary Compensation Table Total (v) | Compensation Actually Paid | | 2023 | $1,542,308 | $3,735,500 | $13,489,141 | n/a | $1,057,298 | $19,824,247 | $(13,489,141) | $12,704,652 | $19,039,757 | | 2022 | $1,500,000 | $2,625,000 | $11,788,065 | n/a | $801,164 | $16,714,229 | $(11,788,065) | $16,352,813 | $21,278,977 | | 2021 | $1,500,000 | $2,750,000 | $11,037,970 | n/a | $409,779 | $15,697,749 | $(11,037,970) | $18,508,603 | $23,168,382 | | 2020 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a |

  151. Mr. Brown Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    Mr. Brown Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  152. Mr. Brown Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    | Year | Salary | Bonus and Non- Equity Incentive Compensation | Equity-Based Awards (i) | Change in Pension Value (ii) | All Other Compensation (iii) | Summary Compensation Table Total | Deductions from Summary Compensation Table Total (iv) | Additions to Summary Compensation Table Total (v) | Compensation Actually Paid | | 2023 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2022 | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | | 2021 | $1,500,000 | $2,750,000 | $11,037,970 | n/a | $419,785 | $15,707,755 | $(11,037,970) | $18,324,557 | $22,994,342 | | 2020 | $1,492,308 | $2,850,000 | $10,794,567 | n/a | $315,778 | $15,452,653 | $(10,794,567) | $13,659,400 | $18,317,486 |

  153. Average Non-CEO NEOs Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    Average Non-CEO NEOs Summary Compensation Table Total to Compensation Actually Paid Reconciliation

  154. Average Non-CEO NEOs Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    | Year | Salary | Bonus and Non- Equity Incentive Compensation | Equity-Based Awards (i) | Change in Pension Value (ii) | All Other Compensation (iii) | Summary Compensation Table Total | Deductions from Summary Compensation Table Total (iv) | Additions to Summary Compensation Table Total (v) | Compensation Actually Paid | | 2023 | $600,180 | $807,220 | $3,098,563 | 0 | $719,903 | $5,225,867 | $(3,098,563) | $1,679,920 | $3,807,223 | | 2022 | $500,272 | $773,250 | $3,245,952 | n/a | $488,646 | $5,008,120 | $(3,245,952) | $3,334,777 | $5,096,945 | | 2021 | $671,731 | $472,500 | $1,919,408 | n/a | $168,556 | $3,232,194 | $(1,919,408) | $3,395,414 | $4,708,200 | | 2020 | $853,654 | $1,230,000 | $4,094,108 | $122,587 | $807,739 | $7,108,088 | $(4,216,695) | $5,286,424 | $8,177,817 |

  155. Average Non-CEO NEOs Summary Compensation Table Total to Compensation Actually Paid Reconciliation

    (i) Represents “Stock Awards” and “Option Awards” reported in the Summary Compensation Table for the fiscal year shown. (ii) Represents the change in actuarial present value of the NEO’s accumulated benefit under all defined benefit pension plans, reported under “Change in Pension Value and Nonqualified Deferred Compensation Earnings” in the Summary Compensation Table for the fiscal year shown. (iii) Represents “All Other Compensation” reported in the Summary Compensation Table for the fiscal year shown. (iv) Reflects deductions for the grant date fair value of equity-based awards granted each fiscal year (column (i)) and the change in pension value each fiscal year (column (ii)), where applicable. (v) Reflects additions for total pension benefit adjustment and equity award adjustment amounts. The following table describes the components of the adjustments to the Summary Compensation Table Total that are attributable to pension benefits for the fiscal year shown:

  156. Unranked List of the Most Important Financial Performance Measures Used to Link Compensation Actually Paid for Fiscal 2023 to Company Performance

    Unranked List of the Most Important Financial Performance Measures Used to Link Compensation Actually Paid for Fiscal 2023 to Company Performance The table below provides an unranked list of the most important financial performance measures used by us to link Compensation Actually Paid for fiscal 2023 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 of this proxy statement.

  157. Unranked List of the Most Important Financial Performance Measures Used to Link Compensation Actually Paid for Fiscal 2023 to Company Performance

    | Most Important Financial Performance Measures | | Adjusted Free Cash Flow | | (Company-Selected Measure) | | 3-year Cumulative EPS | | 3-year Average ROIC |