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iCommon Stock, par value $1.00 per share
York Stock Exchange
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Emerging growth company
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Item 8.01Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements of Certain Officers
On February 26, 2021, the independent directors of the Board of Directors (the “Board”) of L3Harris Technologies, Inc. (“L3Harris”) approved certain compensation actions with respect to William M. Brown, L3Harris’ Chair and Chief Executive Officer, and Christopher E. Kubasik, L3Harris’ Vice Chair, President and Chief Operating Officer. On February 25, 2021, the Compensation Committee of the Board of L3Harris approved certain compensation actions with respect to L3Harris’ other “named executive officers” (pursuant to Instruction 4 to Item 5.02 of Form 8-K, those executive officers included in the Summary Compensation
Table in the Proxy Statement for L3Harris’ 2020 Annual Meeting of Shareholders). The compensation actions that were approved included payouts for L3Harris’ fiscal 2020 as described below under the Annual Incentive Plan, the terms of which have been previously disclosed.
Cash payouts under the Annual Incentive Plan in respect of fiscal 2020 were approved based on the extent of achievement of fiscal 2020 pre-established financial performance measures and of other individual performance objectives established early in fiscal 2020. The pre-established financial performance measures were earnings before interest and taxes, free cash flow (defined as cash flow from operations less net capital expenditures) and revenue, weighted 40%, 40% and 20%, respectively, for L3Harris on a consolidated basis. For segment presidents, the same performance measures and weightings also were used with respect to their applicable
segment – the Aviation Systems segment (for Todd W. Gautier) and the Space and Airborne Systems segment (for Edward J. Zoiss) – with segment results weighted 50% and consolidated L3Harris results weighted 50%. Approved payouts were as follows: William M. Brown - $2,850,000; Christopher E. Kubasik - $2,850,000; Jesus Malave, Jr. - $775,000; Todd W. Gautier - $575,000; and Edward J. Zoiss - $720,000.