DEF 14A of L3HARRIS Technologies, Inc. /De/, Mar 7, 2025

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

Filed Mar 7, 2025 · FY20240001558370-25-002451

Open on EDGAR

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

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

  2. Director Nominees

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

  3. Director Nominees

    | Director Nominees | Age | Director Since* | Principal Occupation/Experience | Other Current Public Company Boards | Audit | Compensation | Finance | Innovation and Cyber | Nominating and Governance | | Sallie B. Bailey | 65 | 2018 | Former EVP and CFO of Louisiana-Pacific Corporation | 1 | ■ | | | | ■ | | Thomas A. Dattilo | 73 | 2001 | Former Chairman and CEO of Cooper Tire & Rubber Company | — | | ■ | | | ■ | | Roger B. Fradin | 71 | 2016 | Operating Executive for The Carlyle Group; former Vice Chairman of Honeywell International Inc. | 3 | | | ■ | ■ | | | Joanna L. Geraghty | 52 | 2022 | CEO of JetBlue Airways Corporation | 1 | ■ | ■ | | | | | Kirk S. Hachigian | 65 | 2023 | Former Chairman and CEO of JELD-WEN Holdings, Inc. | 3 | | | ■ | | | | Harry B. Harris, Jr. | 68 | 2021 | Admiral, U.S. Navy (Retired); former Ambassador to the Republic of Korea | — | | | | ■ | ■ | | Lewis Hay III | 69 | 2002 | Operating Advisor for Clayton Dubilier & Rice, LLC; former Chairman and CEO of NextEra Energy, Inc. | 1 | | ■ | ■ | | | | Christopher E. Kubasik | 63 | 2018 | Chair and CEO of L3Harris | — | | | | | | | Rita S. Lane | 62 | 2018 | Former VP, Operations of Apple Inc. | 2 | | | | ■ | ■ | | Robert B. Millard Lead Independent Director | 74 | 1997 | Chairman Emeritus of Massachusetts Institute of Technology Corporation | 1 | | ■ | ■ | | | | David S. Regnery | 62 | 2024 | Chair and CEO of Trane Technologies, plc | 1 | | | | | | | Edward A. Rice, Jr. | 68 | 2023 | General, U.S. Air Force (Retired) | — | ■ | | | ■ | | | Christina L. Zamarro | 53 | 2022 | EVP and CFO of The Goodyear Tire & Rubber Company | — | ■ | | ■ | | | | | | | | | ■ | Member | ■ | Chair | |

  4. Director Nominees

    | * 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. |

  5. Director Nominees

    | PROXY SUMMARY Nominee skills and attributes |

  6. Director Nominees

    Nominee Skills and Attributes All 13 nominees standing for election at the 2025 Annual Meeting are incumbent directors. Our current director William H. Swanson is retiring and will not be standing for election. Our Board believes that these 13 nominees are well positioned to discharge the Board’s responsibilities.

  7. Director Nominees

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

  8. Director Nominees

    | > | They have a track record of ability, integrity and judgment. |

  9. Director Nominees

    | > | As a group, they possess a deep and unique understanding of our business and the challenges and opportunities faced by L3Harris. |

  10. BOARD AND GOVERNANCE HIGHLIGHTS

    BOARD AND GOVERNANCE HIGHLIGHTS

  11. 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. > oversees our business strategy, thoroughly reviewing our annual operating plans and three-year strategic plans and providing input and insight on these plans directly to our senior leadership team; also receives regular updates on our progress in executing the plans and on challenges that arise. | > is regularly briefed on topics of strategic importance to the Company, which may include technology, cybersecurity, risk management and potential opportunities for changes in the Company’s portfolio, such as acquisitions and divestitures. > holds executive sessions of independent directors at every regularly scheduled Board and committee meeting to discuss strategic matters and significant developments without management present. |

  12. BOARD AND GOVERNANCE HIGHLIGHTS

    Key Governance Practices

  13. BOARD AND GOVERNANCE HIGHLIGHTS

    | | All directors elected annually with a majority voting standard in uncontested elections. Lead Independent Director broadly empowered with defined responsibilities and authority. Independent directors regularly hold executive sessions led by Lead Independent Director. Board and standing committees conduct annual self-evaluations to improve their effectiveness. Board membership criteria take into account diversity of viewpoints, background, experience and personal characteristics, including age, gender and racial and ethnic minority status. Avoid potential overboarding by allowing no more than three other public company boards (one for an executive officer of a public company) and annually reviewing director commitments under our guidelines. Policy requiring directors to retire at age 75 (except as waived in connection with the Cooperation Agreement (as defined below)). Board reviews and evaluates management development and succession plans. Strong ethics and business conduct program, reflecting our commitment to our Code of Conduct and broader compliance principles, responsible corporate citizenship and sustainability and our belief that we should conduct all business dealings with honesty, integrity and accountability. | | Board Structure and Policies | > Independent directors make up approximately 92% of the Board and 100% of each committee. > All directors elected annually with a majority voting standard in uncontested elections. > Lead Independent Director broadly empowered with defined responsibilities and authority. > Independent directors regularly hold executive sessions led by Lead Independent Director. > Board and standing committees conduct annual self-evaluations to improve their effectiveness. > Board membership criteria take into account viewpoints, backgrounds, and experiences. > Allow no more than three other public company boards (one for an executive officer of a public company) and annual review of director commitments. > Policy requiring directors to retire at age 75. > Board reviews and evaluates management development and succession plans. > Commitment to our Code of Conduct and broader compliance principles, responsible corporate citizenship and sustainability and our belief that we should conduct all business dealings with honesty, integrity and accountability. | | Shareholder Input and Alignment | > Meaningful stock ownership guidelines for non-employee directors. > Short sales, hedging, other derivative transactions and stock pledging prohibited for directors and executive officers. > Robust proxy access By-Law provision. > Shareholders holding at least 25% of our common stock can call a special meeting. > Annual “say-on-pay” advisory vote. > Engage with large shareholders on executive compensation and environmental, social and governance (“ESG”). > All Board members expected to attend the Annual Meeting of Shareholders. | | Ethics and Compliance | > Oversight: Our process for implementing ethical standards starts with our Board having oversight of the Ethics & Compliance Program and extends to all levels of the Company. This approach drives accountability and promotes a strong culture of ethics and compliance in all of our business dealings. Each director annually acknowledges our Code of Conduct as part of this oversight process. > Values: Our focus on living our values of integrity, excellence and respect helps L3Harris ensure an ethical workplace by going beyond policies and procedures. Integrity is our first core value, setting a foundation for which we are all accountable. > Culture: We require all L3Harris employees, managers, officers and directors to abide by our Code of Conduct. Each year, all employees commit to never compromise our values to achieve business objectives. This pledge, combined with our values and governance approach, helps us instill the highest standards of performance and behavior, which permeate within and outside the Company, including to our employees, suppliers and customers. |

  14. BOARD AND GOVERNANCE HIGHLIGHTS

    ERFORMANCE HIGHLIGHTS

  15. BOARD AND GOVERNANCE HIGHLIGHTS

    | PROXY SUMMARY Shareholder engagement |

  16. BOARD AND GOVERNANCE HIGHLIGHTS

    | Shareholder Engagement We remain committed to ongoing engagement and an active dialogue with shareholders. Understanding our shareholders’ priorities is crucial for ensuring that we address their interests. Management regularly engages with shareholders representing at least a majority of institutional shares outstanding for discussions on financial performance led by our Investor Relations Office and for governance perspectives led by our Corporate General Counsel’s office. Meetings also include representatives from Sustainability, Human Resources (“HR”) and Total Rewards (compensation). We acknowledge the value of considering shareholders’ perspectives and priorities. Consistent, active, year-round dialogue with shareholders allows our Board to consider and effectively address a broad range of viewpoints. | | | | | | | | | | | | Engagement | | | | | Executives Engaged | | | | Total Engaged | | | Over 375 shareholder engagements | | | | | Over 110 shareholders engaged with CEO or CFO | | | | Attended 12 Investor Conferences | | | Who We Engaged | | | | | | | | | | | | | | | | 42% of shares outstanding | | | | | 70% of active Institutional shares outstanding | | | Engagement | | | ● CEO ● CFO ● VP, Investor Relations ● General Counsel’s office | | | | | | ● Business Segment Leadership ● Sr. Director, Sustainability ● VP, Environmental, Health & Safety ● HR and Total Rewards | | | Method of Enagement | | | ● 1x1 calls/small group meetings ● Non-deal Roadshows ● Investor Conferences ● Proxy Season Meetings | | | | | | ● Site Visits & Facility Tours ● Annual Meeting ● Periodic Investor Days ● Proactive Outreach | | | | | | | | | | | | | | | Annual Report & Proxy | | | | Board Update | | | | Shareholder Outreach | | Board Response | | ● Voting matters ● Sustainability Report & ESG initiatives | | | | ● Informs Investor Relations “IR” agenda ● Board review of voting trends | | | | ● Governance Trends ● Topics of Interest ● Input for next proxy cycle | | ● Board reviews feedback ● Changes considered for implementation | | | | | | | | | | | | |

  17. BOARD AND GOVERNANCE HIGHLIGHTS

    | PROXY SUMMARY executive compensation HIGHLIGHTS |

  18. NOMINEE Skills and BIOGRAPHIES

    NOMINEE Skills and BIOGRAPHIES

  19. NOMINEE Skills and BIOGRAPHIES

    | Based on the recommendation of our Nominating and Governance Committee, our Board has nominated all 13 of our eligible directors for a one-year term expiring at the 2026 Annual Meeting of Shareholders: | | > Christopher E. Kubasik, Chair and CEO; and > 12 independent directors (Sallie B. Bailey, Thomas A. Dattilo, Roger B. Fradin, Joanna L. Geraghty, Kirk S. Hachigian, Harry B. Harris, Jr., Lewis Hay III, Rita S. Lane, Robert B. Millard, David S. Regnery, Edward A. Rice, Jr. and Christina L. Zamarro). |

  20. NOMINEE Skills and BIOGRAPHIES

    The following chart summarizes the core skills and attributes that our Board believes make our 13 nominees well positioned to discharge their responsibilities as members of our Board.

  21. NOMINEE Skills and BIOGRAPHIES

    | NOMINEE SKILLS AND BACKGROUND | Bailey | Dattilo | Fradin | Geraghty | Hachigian | Harris | Hay | Kubasik | Lane | Millard | Regnery | Rice | Zamarro | | CEO/General Manager Experience | | ■ | ■ | ■ | ■ | | ■ | ■ | | ■ | ■ | | | | Aerospace and Defense (“A&D”) | | | ■ | ■ | | ■ | | ■ | | | | ■ | | | Military/Government | | | | | | ■ | | | ■ | | | ■ | | | Finance/Accounting | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | ■ | ■ | | ■ | | International/Global Operations | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | Technology | ■ | | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | | | Manufacturing/Supply Chain/Quality | | ■ | ■ | | ■ | | ■ | ■ | ■ | | ■ | | ■ | | Strategy | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | ■ | ■ | | ■ | | M&A* | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | ■ | | | ■ | | Public Company Board | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | ■ | ■ | ■ | | |

  22. NOMINEE Skills and BIOGRAPHIES

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

  23. NOMINEE Skills and BIOGRAPHIES

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

  24. NOMINEE Skills and BIOGRAPHIES

    | | Sallie B. Bailey | Age: 65 Director since 2018 Independent Director | Committees > Audit (Chair) > Nominating and Governance | | Qualifications, Skills and Attributes > Corporate finance, capital raising, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management (“ERM”) and IR > Complex financial and accounting functions and internal controls > Complex financial, operational, management and strategic issues > M&A, capital markets and financing > Public company board and corporate governance | | Position, Principal Occupation and Professional Experience > EVP and CFO of Louisiana-Pacific Corporation (2011 – 2018) > VP and CFO of Ferro Corporation (2007 – 2010) > 11-years with The Timken Company in senior management positions of increasing responsibility (1995 – 2006), lastly as SVP, Finance and Controller > Previously with Tenneco Inc. in finance organization roles, lastly Assistant Treasurer > Previously with Deloitte and Touche LLP as an audit supervisor Other Current/Recent Public Company Directorships > NVR, Inc. (since 2020) > The AZEK Company Inc. (2020 - 2025) | |

  25. NOMINEE Skills and BIOGRAPHIES

    | | Thomas A. Dattilo | Age: 73 Director since 2001 Independent Director | Committees > Compensation > Nominating and Governance (Chair) | | Qualifications, Skills and Attributes > Complex operational, management, financial, strategic and governance issues > Global supply chain, distribution, lean manufacturing, international operations, HR, talent management, accounting, internal controls and IR > Strategic planning, capital raising, M&A, economic analysis and executive compensation > Public company board and governance | | Position, Principal Occupation and Professional Experience > Advisor to various private investment firms (currently) > Chairman and Senior Advisor to Portfolio Group (2013 – 2016) > Senior Advisor for Cerberus Operations and Advisory Company, LLC (2007 – 2009) > Chairman, President and CEO (2000 – 2006) and President and COO (1999 – 2000) of Cooper Tire & Rubber Company > Previously with Dana Corporation, including President of its sealing products group Other Current/Recent Public Company Directorships > Canoo Inc. (2020 – Jan 2025) | |

  26. NOMINEE Skills and BIOGRAPHIES

    | | Roger B. Fradin | Age: 71 Director since 2016 Independent Director | Committees > Finance (Chair) > Innovation and Cyber | | Qualifications, Skills and Attributes > Complex strategic, operational, financial, management and governance issues > Operations, business development, strategic planning, product development, marketing, technology innovation, finance, M&A, HR, talent management, accounting and internal controls > Entrepreneurial background with experience driving business growth and entering new markets > Capital markets and finance matters > Public company board and governance | | Position, Principal Occupation and Professional Experience > Operating Executive (since 2017) for The Carlyle Group, a global asset manager > CEO of Juniper Industrial Holdings, Inc., a special purpose acquisition company focused on industrial and aerospace acquisitions (2019 – 2020) > Vice Chairman (2014 – 2017); President and CEO, Automation and Controls (2004 – 2014); and President and CEO, Security and Fire Solutions of Honeywell International Inc. Other Current/Recent Public Company Directorships > Resolute Holdings Management, Inc. (since Mar. 2025) > Janus International Group, Inc. (fmr. Juniper Industrial Holdings, Inc.) (since 2019) > Vertiv Holdings Co (fmr. GS Acquisition Holdings Corp (since 2018) > CompoSecure, Inc. (2024 – Mar. 2025) > Resideo Technologies, Inc. (2018 – 2024) > Juniper II Corp. (2021 – 2022) | |

  27. NOMINEE Skills and BIOGRAPHIES

    | | Joanna L. Geraghty | Age: 52 Director since 2022 Independent Director | Committees > Audit > Compensation | | Qualifications, Skills and Attributes > Complex strategic, operational, financial, management and regulatory issues > Strategic planning, operations, M&A, talent management, sales and marketing > HR, safety and compliance, security, ESG initiatives and legal issues > Aerospace industry experience > Public company board and governance | | Position, Principal Occupation and Professional Experience > CEO of JetBlue Airways Corporation (“JetBlue”) (since Feb. 2024) > President and COO of JetBlue (2018 – Feb. 2024) > Previously EVP of Customer Experience, EVP and Chief People Officer, VP and Associate General Counsel and Dir., Regulatory Affairs of JetBlue (2005 – 2018) Other Current/Recent Public Company Directorships > JetBlue (since Feb. 2024) | |

  28. NOMINEE Skills and BIOGRAPHIES

    | | Kirk S. Hachigian | Age: 65 Director since 2023 Independent Director | Committees > Finance | | Qualifications, Skills and Attributes > Complex operational, management, financial, strategic and governance issues > Global supply chain and distribution, lean manufacturing and related initiatives and international operations > Public company board and governance | | Position, Principal Occupation and Professional Experience > Chairman of JELD-WEN Holdings, Inc. (2015-2019) > Chairman and CEO of JELD-WEN Holdings, Inc. (2014 – 2015) > Chairman and CEO of Cooper Industries plc (2006 – 2012) > Previously held senior positions with General Electric Company Other Current/Recent Public Company Directorships > Allegion, Plc. (since 2013) > NextEra Energy, Inc. (since 2013) > Paccar, Inc. (since 2008) | |

  29. NOMINEE Skills and BIOGRAPHIES

    | | Harry B. Harris, Jr. | Age: 68 Director since 2021 Independent Director | Committees > Innovation and Cyber > Nominating and Governance | | Qualifications, Skills and Attributes > U.S. and international militaries, defense communities and defense industries > Military operations and national security > International policy and business experience > Operational and strategic issues, managing significant operating budgets and handling legislative and public affairs | | Position, Principal Occupation and Professional Experience > U.S. Ambassador to the Republic of Korea (2018 – 2021) > Admiral, U.S. Navy (Ret.), 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 and 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 | |

  30. NOMINEE Skills and BIOGRAPHIES

    | | Lewis Hay III | Age: 69 Director since 2002 Independent Director | Committees > Compensation (Chair) > Finance | | Qualifications, Skills and Attributes > Operational, management, regulatory, financial and governance issues > Strategic planning, capital raising, financial planning, ERM, accounting and internal controls, M&A, IR, renewable energy and environmental > Public company board, governance, audit, finance and compensation | | 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.) (1999 – 2013), including as CEO (2001 – 2012) and Chairman (2002 – 2013) Other Current/Recent Public Company Directorships > Elevance Health, Inc. (formerly Anthem, Inc.) (since 2013) | |

  31. NOMINEE Skills and BIOGRAPHIES

    | | Christopher E. Kubasik | Age: 63 Director since 2019 (2018 including L3 service) Employee Director (not independent) | Committees > None | | Qualifications, Skills and Attributes > Current role as our Chair and CEO, former roles as Vice Chair and as President and COO and his leadership and management skills > Complex strategic, operational, management and financial issues of a large company with international operations > Complex finance and accounting, internal controls, M&A, HR and talent development > A&D, technology, business development, government procurement experience and deep knowledge of DoD customers > Public company board and governance | | Position, Principal Occupation and Professional Experience > Chair and CEO of L3Harris (since June 2022) > Chair, Aerospace Industries Association (since Nov. 2024) > Vice Chair and CEO of L3Harris (June 2021 – June 2022) > Vice Chair, President and COO of L3Harris (June 2019 – June 2021) > Chairman, CEO and President of L3 Technologies, Inc. (2018 – June 2019) > President and COO 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 COO > 17-year career with Ernst & Young LLP, where he was named partner in 1996 | |

  32. NOMINEE Skills and BIOGRAPHIES

    | | Rita S. Lane | Age: 62 Director since 2019 (2018 including L3 service) Independent Director | Committees > Innovation and Cyber > Nominating and Governance | | Qualifications, Skills and Attributes > Global hardware operations and supply chain and distribution, manufacturing, sales and marketing and complex information technology and related systems > Strategic planning, technology innovation and research and development > Complex management, financial and operational issues faced by large global companies > Public company board and governance | | Position, Principal Occupation and Professional Experience > VP, Operations of Apple Inc., where she oversaw the launch of the iPad® and manufacturing of the Mac® Desktop & Accessories product lines (2008 – 2014) > SVP, Integrated Supply Chain and Chief Procurement Officer of Motorola Solutions, Inc. > 14-year career with International Business Machines Corporation serving within the Systems & Personal Computer division and as VP, Integrated Supply Chain > Served for 5 years in the U.S. Air Force, ultimately as a Captain Other Current/Recent Public Company Directorships > Amphenol Corporation (since 2020) > Signify N.V. (since 2016) > Sanmina Corporation (2016 – 2023) | |

  33. NOMINEE Skills and BIOGRAPHIES

    | | | | | (1997 including L3 service) | | Compensation Finance | | | Robert B. Millard | | Age: 74 Director since 2019 (1997 including L3 service) Lead Independent Director | | Committees > Compensation > Finance | | | Qualifications, Skills and Attributes > Corporate finance, capital raising, financial planning, accounting, M&A and economics > Strategic planning, product development, technology innovation and talent > Public company board, governance and executive compensation experience | | Position, Principal Occupation and Professional Experience > Chairman of MIT Corporation (2014 – 2020); now Chairman Emeritus > Chairman of Realm Partners L.L.C. (2009 – 2014) > Managing Director at Lehman Brothers and its predecessors (1976 – 2008) Other Current/Recent Public Company Directorships > Evercore Inc. (since 2012) | | | | |

  34. NOMINEE Skills and BIOGRAPHIES

    | | | | None | | | David S. Regnery | Age: 62 Director since Oct. 2024 Independent Director | Committees > None | | Qualifications, Skills and Attributes > Complex strategic and operational issues of a large global public company > Strategic planning, capital raising, financial planning, ERM, IR, international operations, renewable energy and other environmental matters > Public company board, governance and executive compensation | | Position, Principal Occupation and Professional Experience > Chair and CEO of Trane Technologies, plc (since January 2022) > CEO of Trane Technologies, plc (since 2021) > President and COO Trane Technologies, plc (2020 – 2021) > EVP of Trane Technologies, plc (2017 – 2019) Other Current/Recent Public Company Directorships > Trane Technologies, plc (since 2021) | |

  35. NOMINEE Skills and BIOGRAPHIES

    | PROPOSAL 1: ELECTION OF DIRECTORS voting standard for election of directors |

  36. NOMINEE Skills and BIOGRAPHIES

    | | | | Audit Innovation and Cyber | | | Edward A. Rice, Jr. | Age: 68 Director since 2023 Independent Director | Committees > Audit > Innovation and Cyber | | Qualifications, Skills and Attributes > Complexities of U.S. and international military operations, engineering and aeronautics, international relations and defense industries > Artificial Intelligence ethics, cyber risks and strategy > 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 | | Position, Principal Occupation and Professional Experience > Independent Consultant, Ed Rice Consulting (since 2014) > General, U.S. Air Force (Ret.), retired in 2013 after 35 years of service with U.S. Air Force, commanding troops at all levels and 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 | |

  37. NOMINEE Skills and BIOGRAPHIES

    | | | | Audit Finance | | | Christina L. Zamarro | Age: 53 Director since 2022 Independent Director | Committees > Audit > Finance | | Qualifications, Skills and Attributes > Complex strategic and operational issues of a large global public company > Corporate finance, M&A, ERM and IR > Financial and accounting functions and internal controls > Capital markets, banking relationships and economic analysis | | Position, Principal Occupation and Professional Experience > EVP, CFO at The Goodyear Tire & Rubber Company (“Goodyear”) (since 2023) > VP, Finance and Treasurer of Goodyear (May 2020 – 2022) > VP, Corporate Financial Planning, Analysis and IR of Goodyear (2018 – 2020) > Previously held roles as VP, IR, 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 | |

  38. VOTING STANDARD FOR ELECTION OF DIRECTORS

    VOTING STANDARD FOR ELECTION OF DIRECTORS To be elected under our majority voting standard, 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 promptly offer to tender their resignation, and our Nominating and Governance Committee will then recommend to our Board whether or not to accept it. Our Board must generally reach a decision and take action within 90 days (subject to compliance with the New York Stock Exchange (“NYSE”) independence or other legal requirements). Our Board will also promptly disclose its decision and rationale. If our Board does not accept the resignation, the incumbent nominee will continue to serve as a director until a successor is duly elected and qualified, or until the individual’s 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.

  39. VOTING STANDARD FOR ELECTION OF DIRECTORS

    | CORPORATE GOVERNANCE |

  40. DIRECTOR COMPENSATION AND BENEFITS

    DIRECTOR COMPENSATION AND BENEFITS Our director 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 to the Board. Our director compensation program is described below. Cash and Equity-Based Retainers for Non-Employee Directors

  41. DIRECTOR COMPENSATION AND BENEFITS

    | | | Lead | Audit | Compensation | Other | | | | Independent | Committee | Committee | Committee | | | Board member | Director | Chair | Chair | Chair | | Annual Retainer | $150,000 cash | $50,000 cash | $30,000 cash | $25,000 cash | $20,000 cash | | | $190,000 equity-based (in the | | | | | | | form of director share units) | | | | |

  42. 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 equity incentive plan, which was our 2015 Equity Incentive Plan (as amended and restated effective as of August 28, 2020, our “2015 Equity Incentive Plan”) for our directors’ fiscal 2024 annual retainer and will be our 2024 Equity Incentive Plan, adopted at the 2024 annual meeting of shareholders (our “2024 Equity Incentive Plan” and, together with our 2015 Equity Incentive Plan, our “Equity Incentive Plans”) in fiscal 2025. 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 (the “Director 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 Equity Incentive Plans), 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 2024 for all non-employee directors collectively amounted to less than $1,000. 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.

  43. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE The following table shows compensation paid to each of our non-employee directors for fiscal 2024. We currently do not have a non-equity incentive plan or pension plan for directors.

  44. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | | Fees Earned or | | All Other | | | | Paid in Cash | Stock Awards | Compensation | Total | | Non-Employee Director | $(1) | $(2) | $(3) | $ | | Sallie B. Bailey | $180,000 | $189,836 | $10,000 | $379,836 | | Peter W. Chiarelli* | $170,000 | $189,836 | $0 | $359,836 | | Thomas A. Dattilo | $170,000 | $189,836 | $10,000 | $369,836 | | Roger B. Fradin | $181,033 | $189,836 | $30,000 | $400,869 | | Joanna L. Geraghty | $150,000 | $189,836 | $0 | $339,836 | | Kirk S. Hachigian | $150,000 | $189,836 | $0 | $339,836 | | Harry B. Harris, Jr. | $150,000 | $189,836 | $10,000 | $349,836 | | Lewis Hay III | $175,000 | $189,836 | $10,000 | $374,836 | | Rita S. Lane | $150,000 | $189,836 | $10,000 | $349,836 | | Robert B. Millard | $200,000 | $189,836 | $10,000 | $399,836 | | David S. Regnery** | $31,740 | $96,765 | $0 | $128,505 | | Edward A. Rice, Jr. | $150,000 | $189,836 | $0 | $339,836 | | William H. Swanson | $161,033 | $189,836 | $0 | $350,869 | | Christina L. Zamarro | $150,000 | $189,836 | $0 | $339,836 |

  45. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    * Retired effective December 31, 2024. ** Joined our Board on October 15, 2024.

  46. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | (1) Reflects total cash compensation earned in fiscal 2024 for Board, committee chair and Lead Independent Director retainers. |

  47. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | (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 2024. |

  48. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    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. As of January 3, 2025, each of our non-employee directors had approximately 938.05 unvested director share units (including accrued reinvested dividend equivalents), other than Messrs. Hachigian and Swanson, who had 1,237.14, and Mr. Regnery, who had 392.93. As of January 3, 2025, deferred units accumulated by current directors under the Director 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: Ms. Geraghty - 687.65, Mr. Harris - 874.14, Mr. Hay — 3,401.68, Ms. Lane — 3,401.68, Mr. Millard — 8,055.17 and Ms. Zamarro — 2,307.33.

  49. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | (3) As noted above, our non-employee directors were eligible to participate in our foundation’s charitable gift matching program, and the amounts shown reflect charitable gift matching payments made during fiscal 2024. For Mr. Fradin, this also includes $20,000 of additional discretionary charitable gift matching paid in fiscal 2024 in consideration of prior year unmatched gifts. |

  50. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | PROPOSAL 2: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION |

  51. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | OUR BOARD UNANIMOUSLY RECOMMENDS VOTING FOR APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS AS DISCLOSED IN THIS PROXY STATEMENT. | | | > Executive compensation decisions were made by independent directors and our Compensation Committee. > Executive compensation for fiscal 2024 reflected pay-for-performance alignment with our current operating environment and results. > Our executive compensation program helped attract talented, experienced executives to drive future results. | |

  52. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    As at past Annual Meetings and as required by Federal securities law, we are asking our shareholders to vote on a non-binding, advisory basis, to approve the compensation of our named executive officers as disclosed in this proxy statement. The list of named executive officers appears on the next page. We encourage you, before voting, to review this entire proxy statement, and particularly the “Compensation Discussion and Analysis” section on pages 26-42, the “Compensation Tables” section on pages 44-56. The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. Our guiding principles summarized below provide a framework for our executive compensation program to meet this objective. Specifically, our program is designed to:

  53. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | > Align with shareholders’ interests > Be competitive at target performance level > Motivate achievement of financial goals and strategic objectives | > Align pay with performance > Attract, retain, and motivate top executive talent |

  54. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    Payouts on our at-risk compensation aligned with our short-term and long-term incentive compensation plan goals and the interests of our shareholders. Additionally, we believe our competitive compensation and benefits have attracted talented, experienced executives to our team to drive future results and execution. We will continue to work to attract, appropriately reward and retain executives to grow and advance our Trusted Disruptor strategy. Please note that your vote on this proposal is not intended to address any specific element of compensation; rather, it relates to the overall compensation of our named executive officers as disclosed in this proxy statement under SEC rules. Also, the vote is advisory, which means that the results are not binding on us. However, the independent directors of our Board and our Compensation Committee, which are responsible for designing and administering our executive officer compensation program, value the opinions expressed by our shareholders and will consider the voting results when making future decisions regarding compensation for our named executive officers. Shareholders will be voting on the following resolution: “RESOLVED, that the shareholders of L3Harris Technologies, Inc. hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in the L3Harris Technologies, Inc. proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Fiscal 2024 Summary Compensation Table and other related tables and accompanying footnotes and narratives.” We currently hold our advisory vote to approve the compensation of our named executive officers (“Say-on-Pay vote”) annually. Shareholders have an opportunity to cast an advisory vote on the frequency of the Say-on-Pay vote at least every six years, and the next advisory vote on the frequency of the Say-on-Pay vote will be at our 2029 Annual Meeting of Shareholders.

  55. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | COMPENSATION DISCUSSION AND ANALYSIS |

  56. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    Contents

  57. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | Executive Summary | 27 | | Compensation Philosophy and Key Practices | 28 | | Elements of our Compensation Program | 29 | | Other Compensation Elements | 36 | | Employment Agreements | 37 | | Our Practices, Policies and Guidelines for Executive Compensation | 39 |

  58. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    This Compensation Discussion and Analysis is intended to help shareholders understand our overall executive compensation program, objectives, framework and elements. It also discusses and analyzes the basis for the compensation paid to our fiscal 2024 named executive officers:

  59. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | NAMED EXECUTIVE OFFICERS | | | | | | | | Christopher E. Kubasik Chair and Chief Executive Officer | Kenneth L. Bedingfield Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne* | | | | | | | Samir B. Mehta President, Communication Systems | Jonathan P. Rambeau President, Integrated Mission Systems | Edward J. Zoiss President, Space & Airborne Systems |

  60. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    * Following the retirement of Ross Niebergall on Feb. 3, 2025, L3Harris Senior Vice President and Chief Financial Officer Kenneth L. Bedingfield assumed the additional role of President, Aerojet Rocketdyne.

  61. FISCAL 2024 COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE

    | COMPENSATION DISCUSSION AND ANALYSIS EXECUTIVE SUMMARY |

  62. 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.

  63. FISCAL 2024 SUMMARY COMPENSATION TABLE

    FISCAL 2024 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 January 3, 2025 (fiscal 2024) and, where applicable, prior fiscal years.

  64. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | | | | | | | | Change in | | | | | | | | | | | Pension | | | | | | | | | | | Value and | | | | | | | | | | Non-Equity | Nonqualified | | | | | | | | | | Incentive | Deferred | | | | | | | | Stock | Option | Plan | Compensation | All Other | | | Name and | | Salary | Bonus | Awards | Awards | Compensation | Earnings | Compensation | Total | | Principal Position | Year | $(1) | $(2) | $(3) | $(4) | $(5) | $ | $(6) | $ | | Christopher E. Kubasik | 2024 | 1,582,788 | 0 | 10,454,281 | 3,375,010 | 4,185,000 | 0 | 1,242,144 | 20,839,223 | | 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 | | Kenneth L. Bedingfield | 2024 | 889,664 | 0 | 2,904,188 | 3,127,695 | 1,181,300 | 0 | 160,005 | 8,262,852 | | Senior Vice President and Chief Financial Officer | 2023 | 49,038 | 200,000 | 0 | 0 | 53,500 | 0 | 212 | 302,750 | | Samir B. Mehta | 2024 | 762,019 | 0 | 2,013,841 | 650,028 | 922,500 | 0 | 142,798 | 4,491,186 | | President, Communication Systems | 2023 | 721,863 | 850,000 | 5,911,070 | 1,387,597 | 928,700 | 0 | 85,335 | 9,884,565 | | Jonathan P. Rambeau | 2024 | 762,019 | 0 | 2,013,841 | 650,028 | 1,005,000 | 0 | 100,161 | 4,531,049 | | President, Integrated Missions Systems | 2023 | 725,000 | 0 | 1,910,722 | 637,550 | 605,400 | 0 | 22,651 | 3,901,323 | | | 2022 | 153,365 | 660,000 | 3,000,147 | 500,045 | 112,000 | 0 | 1,097,730 | 5,523,287 | | Edward J. Zoiss | 2024 | 756,611 | 0 | 2,013,841 | 650,028 | 832,500 | 0 | 224,032 | 4,477,012 | | President, Space & | 2023 | 718,846 | 0 | 1,910,722 | 637,550 | 1,130,300 | 0 | 169,547 | 4,566,965 | | Airborne Systems | 2022 | 679,615 | 0 | 1,705,240 | 550,032 | 570,000 | 0 | 153,506 | 3,658,393 |

  65. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (1) Fiscal 2024 salary included 53 weeks of pay, while fiscal 2023 and fiscal 2022 included 52 weeks. |

  66. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (2) The amounts shown for Messrs. Bedingfield (joined L3Harris on December 11, 2023) and Mehta (joined L3Harris on January 3, 2023) in fiscal 2023 and for Mr. Rambeau (joined L3Harris on October 17, 2022) in fiscal 2022 represent one-time cash sign-on bonuses paid under the terms of their Offer Letter Agreements. |

  67. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (3) The “Stock Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 .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 (the “Notes”) for fiscal 2024 (Note 10), fiscal 2023 (Note 10) and fiscal 2022 (Note 15), respectively. 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. |

  68. FISCAL 2024 SUMMARY COMPENSATION TABLE

    The grant date fair values of performance share units granted in fiscal 2024, fiscal 2023 and fiscal 2022 reflect discounts (because neither dividends, nor dividend equivalents are payable on performance share units during the performance period), which discounts were approximately: (a) $5.18 per share for fiscal 2024 performance share units granted in February 2024; (b) $13.28 per share for fiscal 2023 performance share units granted in February 2023; and (c) $13.65 per share for fiscal 2022 performance share units granted in February 2022. 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 $4.64, $4.56 and $4.48 per share in fiscal 2024, fiscal 2023 and fiscal 2022, 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 2024, fiscal 2023 and fiscal 2022, as applicable, assuming at such grant date the maximum payment (200% of target for performance share units granted in fiscal 2024, fiscal 2023 and fiscal 2022), would have been as follows: Mr. Kubasik — $14,158,534, $13,478,194 and $12,075,608; Mr. Bedingfield - $3,933,226; Mr. Mehta — $2,727,258 and $2,546,254; Mr. Rambeau — $2,272,258 and $2,546,254 ; Mr. Zoiss — $2,727,258, $2,546,254 and $2,310,180. Mr. Rambeau was not granted performance share units in fiscal 2022. See the Grants of Plan-Based Awards in Fiscal 2024 Table on page 47 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to equity awards granted in fiscal 2024 and the Outstanding Equity Awards at 2024 Fiscal Year End Table on page 48 and related notes for information with respect to equity awards granted prior to fiscal 2024.

  69. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (4) The “Option Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718. The assumptions used for the valuations are set forth in the Notes for fiscal 2024 (Note 10), fiscal 2023 (Note 10) and fiscal 2022 (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 2024 Table on page 47 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to stock options granted in fiscal 2024 and the |

  70. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | Outstanding Equity Awards at 2024 Fiscal Year End Table on page 48 and related notes for information with respect to stock options granted prior to fiscal 2024. |

  71. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (5) The “Non-Equity Incentive Plan Compensation” column reflects payouts to our named executive officers under our Annual Incentive Plan. |

  72. FISCAL 2024 SUMMARY COMPENSATION TABLE

    | (6) The following table describes the components of the “All Other Compensation” column for fiscal 2024: |

  73. Fiscal 2024 All Other Compensation Table

    | COMPENSATION TABLES GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE |

  74. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE The following table provides information about cash and equity awards granted to our named executive officers in fiscal 2024.

  75. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | | | | | | | | | | All Other | All Other | | | | | | | | | | | | | Stock | Option | Exercise | Grant Date | | | | | Estimated Possible Payouts | | | Estimated Future Payouts | | | Awards: | Awards: | or Base | Fair Value of | | | | | Under Non-Equity Incentive | | | Under Equity Incentive | | | Number of | Number of | Price of | Stock and | | | | | Plan Awards(1) | | | Plan Awards(2) | | | Shares of | Securities | Option | Option | | Name/Type | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or | Underlying | Awards | Awards | | of Award | Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | Units (#)(3) | Options (#)(4) | ($/Share)(5) | ($)(6) | | Christopher E. Kubasik | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 155,000 | 3,100,000 | 6,200,000 | — | — | — | — | — | — | — | | Performance share units | 2/23/2024 | 2/23/2024 | — | — | — | 630 | 31,476 | 62,952 | — | — | — | 7,079,267 | | Restricted stock units | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | 15,738 | — | — | 3,375,014 | | Stock options | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | — | 65,841 | 214.45 | 3,375,010 | | Kenneth L. Bedingfield | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 43,750 | 875,000 | 1,750,000 | — | — | — | — | — | — | — | | Performance share units | 2/23/2024 | 2/23/2024 | — | — | — | 175 | 8,744 | 17,488 | — | — | — | 1,966,613 | | Restricted stock units | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | 4,372 | — | — | 937,575 | | Stock options(7) | 2/1/2024 | 2/1/2024 | — | — | — | — | — | — | — | 45,000 | 209.48 | 2,190,150 | | Stock options | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | — | 18,290 | 214.45 | 937,545 | | Samir B. Mehta | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 18,750 | 750,000 | 1,500,000 | — | — | — | — | — | — | | | Performance share units | 2/23/2024 | 2/23/2024 | — | — | — | 121 | 6,063 | 12,126 | — | — | — | 1,363,629 | | Restricted stock units | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | 3,032 | — | — | 650,212 | | Stock options | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | | 12,681 | 214.45 | 650,028 | | Jonathan P. Rambeau | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 18,750 | 750,000 | 1,500,000 | — | — | — | — | — | — | | | Performance share units | 2/23/2024 | 2/23/2024 | — | — | — | 121 | 6,063 | 12,126 | — | — | — | 1,363,629 | | Restricted stock units | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | 3,032 | — | — | 650,212 | | Stock options | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | | 12,681 | 214.45 | 650,028 | | Edward J. Zoiss | | | | | | | | | | | | | | Annual Incentive Plan | — | — | 18,750 | 750,000 | 1,500,000 | — | — | — | — | — | — | | | Performance share units | 2/23/2024 | 2/23/2024 | — | — | — | 121 | 6,063 | 12,126 | — | — | — | 1,363,629 | | Restricted stock units | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | 3,032 | — | — | 650,212 | | Stock options | 2/23/2024 | 2/23/2024 | — | — | — | — | — | — | | 12,681 | 214.45 | 650,028 |

  76. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (1) Reflects the range of possible cash payouts under our Annual Incentive Plan in respect of our fiscal 2024 performance. |

  77. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (2) Reflects the possible range of shares earnable from performance share units granted in fiscal 2024 for the fiscal 2024-2026 performance period. |

  78. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (3) Reflects restricted stock units granted in fiscal 2024. After completion of the restriction period, each restricted stock unit paid out receives accrued dividend equivalents in cash in an amount equal to dividends paid during the restriction period in cash at the time of the payout of restricted stock units after completion of the restriction period. |

  79. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (4) Reflects the shares of our common stock underlying stock options granted in fiscal 2024, which expire no later than 10 years from the grant date. |

  80. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (5) Reflects the exercise price per share for the stock options at the time of grant, which was the closing market price of our common stock on the grant date. |

  81. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (6) Reflects 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 2024. 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. |

  82. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    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 (which was at target), and using a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to other companies in the S&P 500 and our TSR performance peer group. The fair value is the average of the equally weighted internal performance measures and the TSR measures. This yielded a valuation of approximately $230.09 per share, less a discount (approximately $5.18 per share) because dividends are not paid on performance share units during the performance period, for a grant date fair value of $224.91 per share. The grant date fair values of restricted stock units were determined as of the grant date using the $214.45 closing market price of our common stock. The grant date fair values of stock options were calculated using the Black-Scholes-Merton option-pricing model, which was $51.26 for all stock options, except for 45,000 granted to Mr. Bedingfield on February 1, 2024, for which the grant date fair value was $48.67. Assumptions used for the valuations are set forth in the Notes for fiscal 2024 (Note 10). Amounts may not correspond to the values actually realized.

  83. GRANTS OF PLAN-BASED AWARDS IN FISCAL 2024 TABLE

    | (7) Reflects non-qualified stock options granted to Mr. Bedingfield in connection with the Bedingfield Offer Letter Agreement. |

  84. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE The following table provides information regarding outstanding unexercised stock options and unvested stock awards held by our named executive officers on January 3, 2025.

  85. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | | Option Awards | | | | | Stock Awards | | | | | | | | Equity | | | | | Equity Incentive Plan Awards: | | | | | | Incentive | | | | | | Market or | | | | | Plan Awards: | | | | Market | Number of | Payout Value | | | Number of | Number of | Number of | | | Number | Value of | Unearned | of Unearned | | | Securities | Securities | Securities | | | of Shares | Shares or | Shares, Units | Shares, Units | | | Underlying | Underlying | Underlying | | | or Units | Units | or Other | or Other | | | Unexercised | Unexercised | Unexercised | Option | | of Stock | of Stock | Rights That | Rights That | | | Options | Options | Unearned | Exercise | Option | That Have | That Have | Have Not | Have Not | | Name/Grant | (#) | (#) | Options | Price | Expiration | Not Vested | Not Vested | Vested | Vested | | Date | Exercisable(1) | Unexercisable(2) | (#) | ($) | Date | (#)(3) | ($)(4) | (#)(5) | ($)(6) | | Christopher E. Kubasik | | | | | | | | | | | 2/21/2017 | 35,273 | — | — | $129.85 | 2/21/2027 | — | — | — | — | | 12/20/2017 | 112,138 | — | — | $149.31 | 12/20/2027 | — | — | — | — | | 2/20/2018 | 97,171 | — | — | $162.30 | 2/20/2028 | — | — | — | — | | 8/1/2019 | 129,501 | — | — | $204.85 | 8/1/2029 | — | — | — | — | | 2/28/2020 | 74,297 | — | — | $197.73 | 2/28/2030 | — | — | — | — | | 2/26/2021 | 65,228 | — | — | $181.91 | 2/26/2031 | — | — | — | — | | 2/25/2022 | 35,481 | 17,741 | — | $233.51 | 2/25/2032 | 12,313 | $2,582,652 | — | — | | 2/24/2023 | 20,525 | 41,052 | — | $210.15 | 2/24/2033 | 16,060 | $3,368,585 | 64,240 | $13,474,340 | | 2/23/2024 | — | 65,841 | — | $214.45 | 2/23/2034 | 15,738 | $3,301,046 | 62,952 | $13,204,182 | | Total | 569,614 | 124,634 | | | | 44,111 | $9,252,282 | 127,192 | $26,678,522 | | Kenneth L. Bedingfield | | | | | | | | | | | 2/1/2024 | — | 45,000 | — | $209.48 | 2/1/2034 | — | — | — | — | | 2/23/2024 | — | 18,290 | — | $214.45 | 2/23/2034 | 4,372 | $917,027 | 17,488 | $3,668,108 | | Total | — | 63,290 | | | | 4,372 | $917,027 | 17,488 | $3,668,108 | | Samir B. Mehta | | | | | | | | | | | 2/1/2023 | — | 13,707 | — | $215.85 | 2/1/2033 | 14,672 | $3,077,452 | — | — | | 2/24/2023 | 3,877 | 7,755 | — | $210.15 | 2/24/2033 | 3,034 | $636,382 | 12,136 | $2,545,526 | | 2/23/2024 | — | 12,681 | — | $214.45 | 2/23/2034 | 3,032 | $635,962 | 12,126 | $2,543,429 | | Total | 3,877 | 34,143 | | | | 20,738 | $4,349,796 | 24,262 | $5,088,955 | | Jonathan P. Rambeau | | | | | | | | | | | 11/1/2022 | — | 7,596 | — | $241.15 | 11/1/2032 | 4,147 | $869,833 | — | — | | 2/24/2023 | 3,877 | 7,755 | — | $210.15 | 2/24/2033 | 3,034 | $636,382 | 12,136 | $2,545,526 | | 2/23/2024 | — | 12,681 | — | $214.45 | 2/23/2034 | 3,032 | $635,962 | 12,126 | $2,543,429 | | Total | 3,877 | 28,032 | | | | 10,213 | $2,142,177 | 24,262 | $5,088,955 | | Edward J. Zoiss | | | | | | | | | | | 8/24/2018 | 9,012 | — | — | $163.23 | 8/24/2028 | — | — | — | — | | 8/1/2019 | 34,707 | — | — | $204.85 | 8/1/2029 | — | — | — | — | | 2/28/2020 | 11,598 | — | — | $197.73 | 2/28/2030 | — | — | — | — | | 2/26/2021 | 10,378 | — | — | $181.91 | 2/26/2031 | — | | — | — | | 2/25/2022 | 6,788 | 3,394 | — | $233.51 | 2/25/2032 | 2,356 | $494,171 | — | — | | 2/24/2023 | 3,877 | 7,755 | — | $210.15 | 2/24/2033 | 3,034 | $636,382 | 12,136 | $2,545,526 | | 2/23/2024 | — | 12,681 | — | $214.45 | 2/23/2034 | 3,032 | $635,962 | 12,126 | $2,543,429 | | Total | 76,360 | 23,830 | | | | 8,422 | $1,766,515 | 24,262 | $5,088,955 |

  86. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | (1) All options granted are nonqualified stock options. The exercise price for all stock options, other than stock options granted to Mr. Kubasik prior to August 1, 2019, is the closing market price of our common stock on the grant date. The stock options granted to Mr. Kubasik prior to August 1, 2019 are stock options originally granted by L3, each of which was converted upon completion of the Merger into an option to purchase 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. |

  87. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | (2) The following table details the regular vesting schedule for all unvested stock options as of January 3, 2025 for each named executive officer. In general, options expire 10 years from the grant date. |

  88. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | | | | Number of Shares | | Name | Grant Date | Option Vesting Date | Underlying Options | | Christopher E. Kubasik | 2/25/2022 | 2/25/2025 | 17,741 | | | 2/24/2023 | 2/24/2025 | 20,526 | | | | 2/24/2026 | 20,526 | | | 2/23/2024 | 2/23/2025 | 21,947 | | | | 2/23/2026 | 21,947 | | | | 2/23/2027 | 21,947 | | Kenneth L. Bedingfield | 2/1/2024 | 2/1/2027 | 45,000 | | | 2/23/2024 | 2/23/2025 | 6,096 | | | | 2/23/2026 | 6,097 | | | | 2/23/2027 | 6,097 | | Samir B. Mehta | 2/1/2023 | 2/1/2026 | 13,707 | | | 2/24/2023 | 2/24/2025 | 3,877 | | | | 2/24/2026 | 3,878 | | | 2/23/2024 | 2/23/2025 | 4,227 | | | | 2/23/2026 | 4,227 | | | | 2/23/2027 | 4,227 | | Jonathan P. Rambeau | 11/01/2022 | 11/1/2025 | 7,596 | | | 2/24/2023 | 2/24/2025 | 3,877 | | | | 2/24/2026 | 3,878 | | | 2/23/2024 | 2/23/2025 | 4,227 | | | | 2/23/2026 | 4,227 | | | | 2/23/2027 | 4,227 | | Edward J. Zoiss | 2/25/2022 | 2/25/2025 | 3,394 | | | 2/24/2023 | 2/24/2025 | 3,877 | | | | 2/24/2026 | 3,878 | | | 2/23/2024 | 2/23/2025 | 4,227 | | | | 2/23/2026 | 4,227 | | | | 2/23/2027 | 4,227 |

  89. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | (3) The restricted stock units granted on February 23, 2024 vest on February 23, 2027; on February 24, 2023 vest on February 24, 2026; and on February 25, 2022 vested on February 25, 2025. 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 vested or vest ratably on February 1, 2024, February 1, 2025 and February 1, 2026. The final tranche of Mr. Rambeau’s restricted stock units granted on November 1, 2022 granted in connection with the Rambeau Offer Letter Agreement vest on November 1, 2025. |

  90. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | (4) The market value shown was determined by multiplying the number of restricted stock units that had not vested by the $209.75 closing market price per share of our common stock on January 3, 2025, the last trading day of our fiscal 2024. |

  91. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | (5) The performance share units granted in fiscal 2023 are for the fiscal 2023-2025 performance period. The performance share units granted in fiscal 2024 are for the fiscal 2024-2026 performance period. The numbers of performance share units and related values as of January 3, 2025 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 2024-2026 and fiscal 2023-2025 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 the performance period, subject to possible adjustment based on our adjusted segment operating margin. |

  92. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | (6) The market value shown was determined by multiplying the number of unearned and unvested performance share units (at maximum for the fiscal 2024-2026 fiscal and fiscal 2023-2025 cycle awards) by the $209.75 closing market price on January 3, 2025, the last trading day of fiscal 2024. |

  93. OUTSTANDING EQUITY AWARDS AT 2024 FISCAL YEAR END TABLE

    | COMPENSATION TABLES Option exercises and stock vested in fiscal 2024/nonqualified deferred compensation |

  94. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 TABLE

    OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 TABLE The following table provides information for our named executive officers regarding (1) stock option exercises during fiscal 2024 and (2) vesting of stock awards during or in respect of fiscal 2024.

  95. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 TABLE

    | | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized | | | Acquired on Exercise | on Exercise | Acquired on Vesting | on Vesting | | Name | (#)(1) | ($)(1) | (#)(2) | ($)(2) | | Christopher E. Kubasik | 143,799 | 18,131,387 | 41,492 | 8,733,032 | | Kenneth L. Bedingfield | — | — | — | — | | Samir B. Mehta | — | — | 3,861 | 808,802 | | Jonathan P. Rambeau | — | — | 4,147 | 1,026,300 | | Edward J. Zoiss | — | — | 7,452 | 1,567,845 |

  96. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 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. |

  97. OPTION EXERCISES AND STOCK VESTED IN FISCAL 2024 TABLE

    | (2) Consists of shares earned and acquired on vesting of performance share unit awards and restricted stock unit awards, with value realized on vesting of performance share unit awards granted in fiscal 2022 determined by multiplying the number of shares earned and vested by the $209.75 closing market price on January 3, 2025, the last trading day of our fiscal 2024, and with value realized on vesting of restricted stock unit awards determined by multiplying the number of shares acquired on vesting by the closing market price of our common stock on the vesting dates (February 1, 2024: $209.48; February 26, 2024: $211.74; November 1, 2024: $247.48). The number of shares acquired and value realized on vesting, however, have not been reduced to reflect shares surrendered to cover tax withholding obligations. |

  98. 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 2024 Summary Compensation Table on page 44 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).

  99. NONQUALIFIED DEFERRED COMPENSATION

    | COMPENSATION TABLES NONQUALIFIEID DEFERRED COMPENSATION |

  100. NONQUALIFIED DEFERRED COMPENSATION

    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 2024 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 “Non-qualified Supplemental Plans” section of this proxy statement beginning on page 37.

  101. NONQUALIFIED DEFERRED COMPENSATION

    | | Executive | Registrant | Aggregate | | Aggregate | | | Contributions | Contributions | Earnings | Aggregate | Balance | | | in Last | in Last | in Last | Withdrawals/ | at Last | | | Fiscal Year | Fiscal Year | Fiscal Year | Distributions | Fiscal Year End | | Name | ($)(1) | ($)(2) | ($)(3) | ($) | ($)(4) | | Christopher E. Kubasik | 452,695 | 301,284 | 527,975 | 0 | 3,698,174 | | Kenneth L. Bedingfield | 42,966 | 2,019 | 756 | 0 | 45,741 | | Samir B. Mehta | 139,746 | 87,172 | 17,708 | 0 | 244,626 | | Jonathan P. Rambeau | 63,308 | 57,250 | 17,375 | 0 | 172,168 | | Edward J. Zoiss | 352,098 | 105,145 | 476,318 | 0 | 3,389,270 |

  102. 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 2024. The portion representing deferral of base salary is included in the Fiscal 2024 Summary Compensation Table on page 44 in the “Salary” column for fiscal 2024. The portion representing deferral of annual cash incentives relates to deferred Annual Incentive Plan payments in fiscal 2024 in respect of fiscal 2023 performance, the amount of which is included in the Fiscal 2024 Summary Compensation Table on page 44 in the “Non-Equity Incentive Plan Compensation” column for fiscal 2023. Any contributions by our named executive officers to our ERSP of deferred Annual Incentive Plan payments in respect of our fiscal 2024 performance will be contributions in our fiscal 2025 ending January 2, 2026. |

  103. NONQUALIFIED DEFERRED COMPENSATION

    | (2) Represents contributions by us to our ERSP credited during fiscal 2024, which are included in the 2024 Fiscal Summary Compensation Table on page 44 in the “All Other Compensation” column. |

  104. NONQUALIFIED DEFERRED COMPENSATION

    | (3) None of the earnings in this column are included in the Fiscal 2024 Summary Compensation Table on page 44 because no preferential or above-market amounts are paid on balances in our ERSP. |

  105. NONQUALIFIED DEFERRED COMPENSATION

    | (4) 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 2024. In addition to the amounts in the columns to the left in this table, also includes the following aggregate contributions for fiscal 2023 and fiscal 2022, which are included as part of the amounts reported in the “Salary,” “Non-Equity Incentive Plan Compensation” and “All Other Compensation” columns for fiscal 2023 and fiscal 2022 in the 2024 Fiscal Summary Compensation Table on page 44 Mr. Kubasik — $1,162,385; Mr. Rambeau — $31,903; and Mr. Zoiss — $612,404. |

  106. 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):

  107. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 |

  108. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 12 months of COBRA coverage at active employee rates. |

  109. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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:

  110. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Do not provide for a tax gross-up of excise taxes; |

  111. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 |

  112. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Do provide that we will reimburse the executive for any legal fees and costs with respect to any dispute arising under the arrangement. |

  113. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    L3Harris Executive Change in Control Severance Plan Our CIC Severance Plan, effective on March 1, 2020 and 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 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:

  114. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  115. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | a lump sum cash payment equal to the participant’s pro-rata target bonus; |

  116. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | continued participation in our group medical, dental and vision plans for the number of years equal to the applicable severance multiple; and |

  117. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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. |

  118. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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, the Mehta Offer Letter Agreement and the Rambeau Offer Letter Agreement provide for benefits in excess of what each of Mr. Kubasik, Mr. Mehta and Mr. Rambeau would be entitled to under our Severance Pay Plan, in each case as described under the “Employment Agreements” heading in the Compensation Discussion and Analysis section of this proxy statement beginning on page 37. 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 measure 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 Agreements” heading in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 37. 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 Agreements” heading in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 37, 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):

  119. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Unvested options are forfeited; |

  120. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Vested options may be exercised for up to 90 days following such termination but not later than the regularly scheduled expiration date; |

  121. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  122. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 |

  123. 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. |

  124. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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):

  125. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  126. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Annual incentive awards, unvested stock options, unvested performance share units, unvested restricted stock units are automatically forfeited; |

  127. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 |

  128. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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. |

  129. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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 Agreements” heading in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 37, 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:

  130. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Account balances in our RSP and ERSP become fully vested; |

  131. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  132. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Unvested options immediately fully vest; |

  133. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  134. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  135. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 |

  136. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Unvested restricted stock units immediately fully vest and are paid out as soon as administratively practicable. |

  137. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Retirement. As of January 3, 2025, 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 ERSP. Additionally, Mr. Kubasik was retirement-eligible for certain awards under our equity incentive plans. If a retirement eligible 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:

  138. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Account balances in our RSP and ERSP become fully vested; |

  139. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  140. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  141. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  142. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 be eligible to be earned based on attainment of applicable performance targets; and |

  143. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 be eligible to vest. |

  144. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Change in control. Upon a future change in control:

  145. POTENTIAL PAYMENTS UPON TERMINATION OR 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; |

  146. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | If the “double trigger” qualifying termination of employment also occurs, unvested options immediately vest and may be exercised until the regularly scheduled expiration date; |

  147. 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 |

  148. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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. |

  149. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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 January 3, 2025 (as described in more detail below) under various circumstances. The actual amounts to be paid would be determinable only at the time of a termination of employment or a future change in control. The estimated amounts in the tables also are based on the following:

  150. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The assumption that the hypothetical termination event occurred as of January 3, 2025, the last day of fiscal 2024, and that the value of our common stock was $209.75 per share based on the closing market price on January 3, 2025; |

  151. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The applicable provisions in the agreements and other arrangements between the named executive officer and us in effect as of January 3, 2025, which are summarized beginning on page 37; |

  152. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 2024; |

  153. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The value of any options that were vested prior to January 3, 2025 is not included; |

  154. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The assumption that all unvested, in-the-money options that were not automatically forfeited on January 3, 2025 and that were entitled to vesting on such day vested and were exercised on such day; |

  155. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The hypothetical termination as of January 3, 2025 would qualify as continuous employment through the expiration of the first fiscal year of the performance period for performance share units; |

  156. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  157. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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; |

  158. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | Payment of any aggregate balance shown in the Fiscal 2024 Nonqualified Deferred Compensation Table on page 51 is excluded; |

  159. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The estimated value of continuation of health and welfare benefits and perquisites is included, where applicable; |

  160. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | The “Other Benefits” line includes, as applicable, $22,940 for financial planning services from a designated third-party provider and $18,000 for outplacement services; and |

  161. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | > | 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 January 3, 2025, Mr. Kubasik) and who provides a written six month notice for equity awards granted in fiscal 2023 or fiscal 2024, 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. |

  162. Edward J. Zoiss

    | op | | CEO PAY RATIO/PAY VERSUS PERFORMANCE |

  163. 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.” For purposes of the fiscal 2024 CEO pay ratio, the same median employee identified with respect to our fiscal year 2023 CEO pay ratio was used since there has not been a change in our employee population or employee compensation arrangements that would significantly change the pay ratio disclosure. We calculated such median employee’s total compensation of $113,639 for fiscal 2024 in the same manner we calculated our CEO’s total compensation of $20,839,223 for fiscal 2024, as reported in the “Total” column of the Fiscal 2024 Summary Compensation Table on page 44. Based on this information, for fiscal 2024, the pay ratio between our CEO and median employee was 183:1. 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.

  164. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE Compensation Actually Paid Table The table below shows compensation actually paid, as defined by the SEC in Item 402(v) of Regulation S-K (“Compensation Actually Paid” or “CAP”) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  165. PAY VERSUS PERFORMANCE

    | | | | | | | | | | | (Company | | | | | | | Average | | Value of Initial Fixed | | | Selected | | | | | | | Summary | Average | $100 Investment | | | Measure) | | | Summary | Summary | Compensation | | Compensation | Compensation | Based On: | | | Adjusted | | | Compensation | Compensation | Actually | Compensation | Table Total Paid | Actually Paid to | | Peer | Net | Free | | | Table Total for | Table Total for | Paid to | Actually Paid to | to non-PEO | non-PEO | | Group | Income | Cash Flow | | Year | Mr. Kubasik(1) | Mr. Brown(1) | Mr. Kubasik(1),(3) | Mr. Brown(1),(3) | NEOs(2) | NEOs(3),(4) | TSR(5) | TSR(6) | (in millions)(7) | (in millions)(8) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2024 | $20,839,223 | n/a | $17,503,180 | n/a | $5,440,525 | $4,997,641 | $110.28 | $131.38 | $1,512 | $2,319 | | 2023 | $19,824,247 | n/a | $19,039,757 | n/a | $5,225,867 | $4,048,392 | $108.52 | $114.66 | $1,198 | $2,029 | | 2022 | $16,714,229 | n/a | $21,278,977 | n/a | $5,008,120 | $5,096,945 | $104.68 | $107.39 | $1,061 | $2,029 | | 2021 | $15,697,749 | $15,707,755 | $23,168,382 | $22,994,342 | $3,232,194 | $4,708,200 | $105.19 | $91.50 | $1,842 | $2,746 | | 2020 | n/a | $15,452,653 | n/a | $18,317,486 | $7,108,088 | $8,177,817 | $91.48 | $80.81 | $1,086 | $2,686 |

  166. 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. |

  167. PAY VERSUS PERFORMANCE

    | (2) Amounts reflect Summary Compensation Table Total Pay for our Non-PEO NEOs for each corresponding year. |

  168. PAY VERSUS PERFORMANCE

    | (3) The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP for fiscal 2024 the following amounts were deducted from and added to the total compensation number shown in the Fiscal 2024 Summary Compensation Table on page 44: |

  169. PAY VERSUS PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal 2024 (For PEO) | Fiscal 2024 (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $20,839,223 | $5,440,525 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | $(13,829,291) | $(3,505,873) | | (Minus): Change in Pension Value | $0 | $0 | | Plus: Pension Service Cost and Associated Prior Service Cost | $0 | $0 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | $12,910,649 | $3,240,859 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | $(1,334,652) | $(214,719) | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | $0 | $0 | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | $(1,287,426) | $(17,503) | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | $0 | $0 | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | $204,675 | $54,352 | | Compensation Actually Paid | $17,503,180 | $4,997,641 |

  170. PAY VERSUS PERFORMANCE

    For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with ASC 718, using assumptions that are generally consistent with those used to determine the grant-date fair value set forth in the Notes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on or between February 26, 2021 and February 23, 2024 used an estimated term between 2.0 years and 4.0 years in fiscal 2024, whereas the grant date fair values of such awards used an estimated term of 5.0 years, and (ii) the performance share unit awards granted in 2023 and 2024 assumed a payout above target in fiscal 2024, in each case as compared to the grant date fair value calculations which assumed a payout at target.

  171. PAY VERSUS PERFORMANCE

    | (4) The amount in column (g) for fiscal 2023, reflects $241,169 increase over previously disclosed CAP due to the inclusion of partially vested restricted stock units for Michelle L. Turner, our former CFO. |

  172. PAY VERSUS PERFORMANCE

    | (5) TSR represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year through the end of the applicable fiscal year, assuming reinvestment of dividends. |

  173. PAY VERSUS PERFORMANCE

    | (6) Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 500 Aerospace and Defense Industry Index for the period beginning on the last trading day of fiscal year through the end of the applicable fiscal year, assuming reinvestment of dividends. |

  174. PAY VERSUS PERFORMANCE

    | (7) The dollar amounts reported represent net income reflected in the Company’s audited financial statements in our Annual Reports on Form 10-K for the applicable year. |

  175. PAY VERSUS PERFORMANCE

    | (8) The Company has chosen adjusted free cash flow as its Company-Selected Measure in the Compensation Actually Paid Table, as this was a key financial performance measure in setting pay-for-performance compensation in the 2024 fiscal year. See Appendix A for reconciliations of GAAP to non-GAAP financial measures. |

  176. Unranked List of the Most Important Financial Performance Measures Used to Link Compensation Actually Paid for Fiscal 2024 to Company Performance

    Unranked List of the Most Important Financial Performance Measures Used to Link Compensation Actually Paid for Fiscal 2024 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 2024 to our performance. Each of these financial performance measures is described in detail under the “Annual Cash Incentive” and “Long-term Incentives” headings in the “Compensation Discussion and Analysis” section.

  177. Unranked List of the Most Important Financial Performance Measures Used to Link Compensation Actually Paid for Fiscal 2024 to Company Performance

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