Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On July 23, 2026, the Compensation Committee of the Board of Directors of L3Harris Technologies, Inc.…
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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On July 23, 2026, the Compensation Committee of the Board of Directors of L3Harris Technologies, Inc. (the “Company”) approved the grant of special one-time equity awards (the “Sustainment Awards”) to each of Kenneth Sharp, Senior Vice President and Chief Financial Officer, Kenneth Bedingfield, President, Missile Solutions, and Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance (the “Executives”).
The Sustainment Awards are intended to help ensure the Executives’ continued leadership of the Company and to further align their interests with those of the Company’s shareholders by tying a significant portion of the awards to the achievement of rigorous performance goals.
The Sustainment Awards will be granted on August 3, 2026, pursuant to the Company’s 2024 Equity Incentive Plan, in the form of 50% performance share units (“PSUs”) and 50% restricted stock units (“RSUs”), with aggregate target grant date values as set forth below:
• Kenneth Sharp, Senior Vice President and Chief Financial Officer: $5,000,000
• Kenneth Bedingfield, President, Missile Solutions: $10,000,000
• Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance: $10,000,000
The number of PSUs and RSUs subject to each Executive’s Sustainment Award will be determined by dividing the applicable target dollar value by the closing market price of one share of the Company’s common stock on the grant date (rounded up to the nearest whole share).
The PSUs are subject to a three-year performance period (fiscal year 2027 through fiscal year 2029). The number of PSUs that ultimately vest will be dependent upon the Company’s achievement of specified financial performance criteria, consisting of compounded organic revenue growth (weighted 50%) and average segment operating margin (weighted 50%), over the three-year performance period. Based on the level of achievement of the performance criteria, each Executive may earn between 0% and 200% of the target number of PSUs. Both the PSUs and RSUs will cliff-vest at the end of fiscal year 2029, subject to the Executive’s continued employment through such date.
In the event of an Executive’s involuntary termination without cause, the Executive will be eligible for pro-rata vesting based on continued employment through each fiscal year end during the performance period, as follows: one-third upon the end of fiscal year 2027, two-thirds upon the end of fiscal year 2028, and full vesting upon the end of fiscal year 2029. In such event, the PSUs will pay out based on actual performance for the applicable performance period. The Sustainment Awards do not provide for any vesting upon voluntary termination or retirement.
The foregoing description of the terms and conditions of the Sustainment Awards is not complete and is qualified in its entirety by, and should be read in conjunction with, the Company’s 2024 Equity Incentive Plan and the complete text of the applicable forms of award agreements, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending October 2, 2026.