UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x☒
Filed by a Party other than the Registrant ¨☐
Check the appropriate box:

¨☒Preliminary Proxy Statement
¨☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x☐Definitive Proxy Statement
¨☐Definitive Additional Materials
¨☐Soliciting Material Pursuant to §240.14a-12

HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

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(set forth the amount on which the filing fee is calculated and state how it was determined): ___________________________


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4)Date Filed: __________________________________________________________________________________________



OUR
VALUES

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



NOTICE OF 2020 ANNUAL
MEETING OF SHAREHOLDERS

When:
Friday, April 24, 2020
7:30 AM Mountain Time
Meeting Agenda
Proposal 1: To elect as directors the 12 nominees named in the accompanying proxy statement for a one-year term expiring at the 2021 Annual Meeting of Shareholders.

Proposal 2: To approve, in an advisory vote, the compensation of our named executive officers as disclosed in the accompanying proxy statement.

Proposal 3: To ratify our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2020.
Proposal 4: To amend our Restated Certificate of Incorporation to eliminate the supermajority voting and “fair price” requirements for business combinations involving interested shareholders.
Proposal 5: To amend our Restated Certificate of Incorporation to eliminate the “anti-greenmail” provision.
Proposal 6: To amend our Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when we have a 40% shareholder.
Proposal 7: Consideration of a shareholder proposal as described in the accompanying proxy statement, if such proposal is properly presented at the Annual Meeting.
The accompanying proxy statement more fully describes these matters.
Shareholders also will act on any other business matters that may properly come before the meeting, but we have not received notice of any such matters.
All holders of common stock of record at the close of business on February 28, 2020 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. No ticket is required to attend the Annual Meeting, but for security reasons, you may be asked to show evidence of share ownership and a valid government issued photo ID. Packages, bags, boxes and other items are subject to inspection.
By Order of the Board of Directors,

Scott T. Mikuen
Senior Vice President, General Counsel and Secretary
Melbourne, Florida
March [•], 2020

Important notice regarding the availability of proxy materials for the annual meeting of shareholders to be held on Friday, April 24, 2020: The Proxy Statement and 2019 Transition Report to Shareholders are available at: www.l3harris.com/corporate-governance.

Where:
The Grand America Hotel
555 South Main Street
Salt Lake City, Utah 84111
  
YOUR VOTE IS IMPORTANT 
Even if you plan to attend the Annual
Meeting, we encourage you to vote
your shares in advance to ensure they
are counted.
  
  1)Amount Previously Paid:
  2)Form, Schedule or Registration Statement No.:
3)Filing Party:
4)Date Filed:


 

* Until 11:59 p.m. Eastern time on April 23, 2020. You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.

L3HARRIS 2020 PROXY STATEMENTi

harriswr2colora01.jpgDEAR FELLOW
SHAREHOLDERS
HARRIS CORPORATION

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

September 6, 2018
Dear Fellow Shareholder:
On behalf of your Board of Directors, I am pleased to invite you to attend the 2018 Annual Meeting of Shareholders of Harris Corporation. The meeting will be held at the Harris Global Innovation Center located at 1025 West NASA Boulevard, Melbourne, Florida, on Friday, October 26, 2018, starting at 1:00 p.m. local time.
The accompanying Notice of 2018 Annual Meeting of Shareholders and Proxy Statement describe the matters to be acted on at the meeting, which include:
election of the 11 nominees for director named in the accompanying Proxy Statement for a one-year term;
an advisory vote to approve the compensation of our named executive officers;
ratification of the appointment of our independent registered public accounting firm for fiscal year 2019; and
such other business as may properly come before the meeting or any adjournments or postponements thereof.
Your Board of Directors unanimously recommends a vote FOR election of its nominees for director, FOR advisory approval of the compensation of our named executive officers and FOR ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019. These matters are discussed in greater detail in the accompanying Proxy Statement.
The attendance of shareholders at our annual meetings has been helpful in maintaining communication and understanding. We hope you will be able to join us. Whether or not you plan to attend, it is important that your shares be represented and voted at the meeting. You can ensure that your shares are represented and voted at the meeting by submitting your proxy/voting instruction over the Internet or by telephone. If you received your proxy materials by mail, you can also submit your proxy/voting instruction by mail by using the traditional proxy/voting instruction card that was included. Instructions for these convenient ways to vote are set forth on both the Notice of Internet Availability of Proxy Materials and the proxy/voting instruction card.
March [•], 2020
 
Sincerely,
proxyimage2a01.jpg
William M. Brown
Chairman President andChief Executive Officer& CEO



On behalf of your Board of Directors, I am pleased to invite you to attend the 2020 Annual Meeting of Shareholders of L3Harris Technologies, Inc. to be held on Friday, April 24, 2020. The holding of the 2020 Annual Meeting approximately six months after the 2019 Annual Meeting reflects our transition to a calendar year oriented financial reporting cycle in connection with the transformational merger that created L3Harris — we changed our fiscal year end from the Friday nearest June 30 to the Friday nearest December 31. As a result, much of the information in the accompanying Proxy Statement, particularly relating to executive compensation matters, relates to the abbreviated six-month transition period of June 29, 2019 through January 3, 2020 (to which we sometimes refer to as our “fiscal transition period”).
VOTING YOUR SHARES IS IMPORTANT. PLEASE SUBMIT YOUR PROXY/VOTING INSTRUCTION OVER THE INTERNET OR BY TELEPHONE.
YOU CAN ALSO COMPLETE, SIGN, DATE AND PROMPTLY RETURN
YOUR PROXY/VOTING INSTRUCTION CARD IF YOU RECEIVED PROXY MATERIALS BY MAIL.





harriswr2colora01.jpg
HARRIS CORPORATION
1025 West NASA Boulevard
Melbourne, Florida 32919
 
Notice of
2018 Annual Meeting of Shareholders
to be held on October 26, 2018

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON OCTOBER 26, 2018:
The Proxy Statement and 2018 Annual Report to Shareholders are available at:
harris.com/about/corporate-governance
TO THE HOLDERS OF COMMON STOCK
OF HARRIS CORPORATION:
NOTICE IS HEREBY GIVEN that the 2018 Annual Meeting of Shareholders of Harris Corporation will be held at the Harris Global Innovation Center located at 1025 West NASA Boulevard, Melbourne, Florida, on Friday, October 26, 2018, starting at 1:00 p.m. local time, for the following purposes:
1.The accompanying Notice of 2020 Annual Meeting of Shareholders and Proxy Statement describe the matters to elect as directorsbe acted on at the 11meeting, which include:

>  election of the 12 nominees for director named in the accompanying Proxy Statement for a one-year term expiring at the 20192021 Annual Meeting of Shareholders;
2.to hold
>  approval, in an advisory vote, to approveof the compensation of our named executive officers as disclosed in the accompanying Proxy Statement;
3.to ratifyofficers;
>  ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2019;2020;
>  an amendment to our Restated Certificate of Incorporation to eliminate the supermajority voting and
4. “fair price” requirements for business combinations involving interested shareholders;
>  an amendment to considerour Restated Certificate of Incorporation to eliminate the “anti-greenmail” provision;
>  an amendment to our Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when we have a 40% shareholder;
>  consideration of a shareholder proposal as described in the accompanying Proxy Statement, if such proposal is properly presented at the meeting; and act upon
>  such other business as may properly come before the Annual Meetingmeeting or any adjournments or postponements thereof.
The accompanying Proxy Statement more fully describes these matters. We have not received notice of other matters that may be properly presented at the Annual Meeting.
Only holders of common stock of record at the close of business on August 31, 2018 are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. No ticket is required for admission to the Annual Meeting. For security purposes, however, you may be required to present evidence of your share ownership and a valid, government-issued photo identification, such as a driver’s license or passport, to gain admission to the Annual Meeting. Packages, boxes, handbags, briefcases and other items are subject to inspection.
Please submit your proxy/voting instruction over the Internet or by telephone by following the instructions on your Notice of Internet Availability of Proxy Materials about how to view the proxy materials. If you received your proxy materials by mail, you may submit your proxy/voting instruction over the Internet or by telephone or by completing, signing, dating and promptly mailing your proxy/voting instruction card that was included. If you attend the Annual Meeting, you may vote in person.
By Order of the Board of Directors
Scott T. Mikuen
Senior Vice President,
General Counsel and Secretary
Melbourne, Florida
September 6, 2018
IMPORTANT NOTICE
Voting
Your Board of Directors unanimously recommends that shareholders vote AGAINST the shareholder proposal and FOR all of the other proposals set forth above.
It is important that your shares is important. If you do not expect to attendbe represented and voted at the Annual Meeting of Shareholders ormeeting, even if you planare unable to attend but wish to voteattend. You can ensure that your shares are represented and voted at the meeting by proxy, please submitsubmitting your proxy/voting instruction over the Internet or by telephone. Iftelephone, or by mail by using the traditional proxy/voting instruction if you received your proxy materials by mail, youmail. You can also submit your proxy/voting instruction by completing, signing, datingfind instructions for these convenient ways to vote on both the Notice of Internet Availability of Proxy Materials and promptly mailing the proxy/voting instruction card, that was includedas well as in the accompanying Notice of 2020 Annual Meeting of Shareholders and for which a postage-paid return envelope was provided.


HARRIS CORPORATION
2018 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
TABLE OF CONTENTS
Proxy Statement.
 Page
Sincerely,
William M. Brown
Chairman and Chief Executive Officer

ii
L3HARRIS 2020 PROXY STATEMENT

CONTENTS

PROXY SUMMARY1
Proxy SummaryPROPOSAL 1: ELECTION OF DIRECTORS
2
7
Proposal 1:  Election ofOur Nominees as a Group
7
Voting Standard for Directors
9
8
NomineesCriteria for ElectionBoard Membership
8
11Nominee Biographies
9
Director Nomination Process and Criteria, and Board Diversity
16
17Board Refreshment Policy
17
CORPORATE GOVERNANCE
18
Our Board’s Role and Responsibilities and Related
18
Stock Ownership Guidelines for Non-Employee Directors
22
Board Leadership Structure
22
Board Committees
26
Other Governance Matters
20
Our Board’s Structure and Processes
26
29
Director Compensation and Benefits
32
30
ProposalPROPOSAL 2: Advisory Vote to Approve the Compensation of our Named Executive OfficersTO APPROVE, IN AN ADVISORY VOTE, THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS
36
33
Compensation Discussion and AnalysisCOMPENSATION DISCUSSION AND ANALYSIS
38
35
Management Development and Compensation Committee ReportExecutive Summary
63
35
Relationship BetweenOur Executive Compensation PlansPhilosophy and RiskPractices
64
39
Fiscal 2018 SummaryOverview of Our Main Executive Compensation TableElements
65
44
Grants of Plan-Based Awards inExecutive Compensation Decisions for Our Six-Month Fiscal 2018 TableTransition Period
68
47
Outstanding Equity Awards at 2018 Fiscal Year End TableEmployment Agreements
70
52
Option Exercises and Stock Vested in Fiscal 2018 TableOther Compensation Elements
72
55
Nonqualified DeferredOther Compensation Policies
73
57
Potential Payments Upon Termination or a Change in ControlCOMPENSATION COMMITTEE REPORT
75
60
Report of the Audit CommitteeRELATIONSHIP BETWEEN COMPENSATION PLANS AND RISK
85
61
ProposalCOMPENSATION TABLES
62
REPORT OF THE AUDIT COMMITTEE OF L3HARRIS
86
PROPOSAL 3: Ratification of the Appointment ofRATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
88
Fees Paid to Independent Registered Public Accounting Firm
86
89
Share Ownership by ourPre-Approval of Audit and Non-Audit Services
89
OVERVIEW OF PROPOSALS 4, 5 AND 6
90
PROPOSAL 4: TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE SUPERMAJORITY VOTING AND “FAIR PRICE” REQUIREMENTS FOR BUSINESS COMBINATIONS INVOLVING INTERESTED SHAREHOLDERS
90


PROPOSAL 5: TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE “ANTI-GREENMAIL” PROVISION
92


PROPOSAL 6: TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO ELIMINATE THE CUMULATIVE VOTING PROVISION THAT APPLIES WHEN WE HAVE A 40%  SHAREHOLDER
94
PROPOSAL 7: SHAREHOLDER PROPOSAL TO PERMIT THE ABILITY OF SHAREHOLDERS TO ACT BY WRITTEN CONSENT
96
SHARE OWNERSHIP
98
Shares Owned By Directors, Nominees and Executive Officers
89
98
Principal Shareholders
90
99
Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports
90
99
Shareholder Nominees for Director and Other Shareholder Proposals for 2019 Annual Meeting of ShareholdersSHAREHOLDER NOMINATIONS AND PROPOSALS
100
90INFORMATION ABOUT THE ANNUAL MEETING101
Discretionary Voting on Other MattersAPPENDIX A: RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
91
A-1


General Information About the Annual MeetingAPPENDIX B-1: PROPOSED CHANGES TO L3HARRIS TECHNOLOGIES, INC. RESTATED CERTIFICATE OF INCORPORATION RELATING TO PROPOSAL 5
91
B-1


Miscellaneous MattersAPPENDIX B-2: PROPOSED CHANGES TO L3HARRIS TECHNOLOGIES, INC. RESTATED CERTIFICATE OF INCORPORATION RELATING TO PROPOSAL 6
95
Appendix A - Reconciliation of GAAP to Non-GAAP Financial Measures
A-1
B-2 




harriswr2colora01.jpg
Proxy Statement
for
2018The Board of Directors of L3Harris Technologies, Inc. is soliciting proxies to be voted at our 2020 Annual Meeting of Shareholders
to be held on October 26, 2018
The Board of Directors (our “Board”) of Harris Corporation (which we refer to as “Harris,” “Company,” “we,” “our” or “us”) is making this proxy statement available to you over the Internet or delivering this proxy statement to you by mail in connection with the solicitation of proxies by our Board and the solicitation of voting instructions by the trustee of the Harris Corporation Retirement Plan (“Retirement Plan”), in each case for use at the 2018 Annual Meeting of Shareholders to be held on October 26, 2018,April 24, 2020, and at any adjournments or postponements thereof.
On September 10, 2018, we will commence mailing the Notice of Internet Availability of Proxy Materials to most of our shareholders, and we also will commence mailing to some of our shareholders, and make available electronically over the Internet to all of our shareholders: (1) the Notice of 2018 Annual Meeting of Shareholders and We expect that this proxy statement and (2) our 2018 Annual Report to Shareholders, which includes our Annual Report on Form 10-K for the fiscal year ended June 29, 2018 and our audited financial statements. If you receive yourform of proxy materials by mail, a proxy/voting instruction card will be included.
Summary Information Regarding 2018 Annual Meeting of Shareholders
mailed and made available to shareholders beginning on or about March [•], 2020.

L3HARRIS 2020 PROXY STATEMENT
Date and Time:October 26, 2018, 1:00 p.m. Eastern time
Location:Harris Global Innovation Center, 1025 West NASA Boulevard, Melbourne, Florida 32919
Record Date:August 31, 2018
Voting Methods:
iii


InternetPROXY
:

SUMMARY
Telephone
2020 Annual Meeting
»



Mail
+
In Person
Ä
Visit www.proxyvote.com

Available until 11:59 p.m. Eastern time on October 25, 2018.of Shareholders
 
You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.
Call 1-800-690-6903Friday, April 24, 2020

7:30 AM Mountain Time
Available until 11:59 p.m. Eastern time on October 25, 2018.

The Grand America Hotel
You must have the control number that appears on your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card.555 South Main Street
Complete, sign and date your proxy/voting instruction card and mail in the postage-paid return envelope.If you plan to attend to vote in person, you will need to present at the meeting evidence of your share ownership and a valid, government-issued photo identification.
Salt Lake City, Utah 84111
Record Date: February 28, 2020



1


PROXY SUMMARY
This proxy summary highlights selected information discussed in other parts of this proxy statement regarding the following:
The voting matters for the 2018 Annual Meeting of Shareholders
Our nominees for election as director
Our corporate governance
Our key fiscal 2018 financial results and total shareholder return results
Our executive compensation program and fiscal 2018 compensation decisions
This summary does not contain all information shareholders should consider, and we encourage shareholders to read carefully the entire proxy statement.statement carefully.
Voting Matters and Board Voting Recommendations
VOTING MATTERS
For more
information
Board’s
recommendation
Proposal 1
Proposal 1: Election of Directors
Our Board unanimously recommends voting FOR election of its 11Elect our Board’s 12 nominees for director for a 1-yearone-year term
expiring at the 2021 Annual Meeting of Shareholders		Page 7
FOR each nominee
Proposal 2
FOR
þ

•
Balanced slate of longer-tenured members with in-depth knowledge of our business and newer members, who collectively have broad and diverse leadership and other experience, qualifications, skills and attributes, includingApprove, in key areas our Board views as valuable
•
All nominees are independent, except Mr. Brown, our CEO
•
Board oversaw setting of fiscal 2018 strategy and achievement of strong fiscal 2018 financial results and total shareholder return results

è See pages 9 - 35 for further information.
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers
Our Board unanimously recommends voting FOR approval ofan advisory vote, the compensation of our named executive officers as disclosed in this proxy statement
Page 33
FOR the proposal
Proposal 3
FOR
þ

•
Executive compensation decisions made by independent members of our Board and our Management Development and Compensation Committee
•
Input from our independent executive compensation consulting firm
•
Pay-for-performance alignment, with strong fiscal 2018 financial results and total shareholder return results

è See pages 36 - 84 for further information.
Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
Our Board unanimously recommends voting FOR ratification ofRatify appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending June 28, 2019
2020		Page 88
FOR the proposal
Proposal 4
FOR
þ
Amend our Restated Certificate of Incorporation to eliminate the supermajority voting and “fair price” requirements for business combinations involving interested shareholders
Page 90
•
Independent accounting firm with breadth of knowledge, support and expertise of accessible national office
•
Significant industry and government contracting expertise
•
Periodic mandated rotation of audit firm’s lead engagement partner

FOR the proposal
Proposal 5Amend our Restated Certificate of Incorporation to eliminate the “anti-greenmail” provision
è See pages 86 - 88 for further information.
Page 92
FOR the proposal
Proposal 6Amend our Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when we have a 40% shareholderPage 94
FOR the proposal
Proposal 7Shareholder proposal to permit the ability of shareholders to act by written consent, if such proposal is properly presented at the Annual MeetingPage 96
AGAINST the proposal
Shareholders also will act on any other business that may properly come before the meeting.

HIGHLIGHTS OF THE MERGER

All-stock merger completed on June 29, 2019 (“Merger”) involving Harris Corporation (“Harris”) and L3 Technologies, Inc. (“L3”), with Harris changing its name to “L3Harris Technologies, Inc.” (“L3Harris” or “Company”)

>  Transformational merger – one of largest combinations ever in defense industry – creating an agile global aerospace and defense technology innovator that end-to-end solutions to meet customers’ critical needs.

> Top-tier leadership structure was set under merger agreement, with full transition of Chairman and CEO
positions from William M. Brown (formerly Harris’ Chairman, President and CEO) to Christopher E. Kubasik (currently Vice Chairman, President and COO and formerly L3’s Chairman, CEO and President) within three years.

> Reconstituted 12-member Board drew members in equal numbers from L3 and Harris boards.






2

In this proxy statement, references to the “Harris Board,” the “L3 Board” and the “Harris Compensation Committee” are references to the Harris Board of Directors, the L3 Board of Directors and the Harris Management Development and Compensation Committee, respectively, prior to the completion of the Merger.

Board Nominee Highlights
The following table and graphs provide summary information regarding each of our Board’s nominees for election as director as well as their tenure, independence and broad and diverse valuable experience:
NomineeAgeIndependent
with Respect to Harris		Harris Director SinceHarris CommitteesOther Public Company Boards Currently
Serving On
Audit 
Committee		Governance and
Corporate Responsibility
Committee		Finance 
Committee		Management
Development 
and
Compensation
Committee
James F. Albaugh68ü2016 
committeememberpica02.jpg
 
committeememberpica02.jpg
3
Sallie B. Bailey58ü2018    —
William M. Brown55û2011    1
Peter W. Chiarelli68ü2012
committeememberpica02.jpg
   —
Thomas A. Dattilo67ü2001
committeememberpica02.jpg
  
committeechair.jpg
—
Roger B. Fradin65ü2016
committeememberpica02.jpg
 
committeememberpica02.jpg
 3
Lewis Hay III62ü2002  
committeechair.jpg
committeememberpica02.jpg
2
Vyomesh I. Joshi64ü2013 
committeememberpica02.jpg
  1
Leslie F. Kenne70ü2004  
committeememberpica02.jpg
 1
Gregory T. Swienton68ü2000
committeechair.jpg
 
committeememberpica02.jpg
 1
Hansel E. Tookes II70ü2005 
committeechair.jpg
 
committeememberpica02.jpg
3
committeechair.jpg= Chairperson committeememberpica02.jpg= Member
chart-fd3faebededb04ecd5e.jpg
1
Balance among tenures
L3HARRIS 2020 PROXY STATEMENT

BOARD AND GOVERNANCE HIGHLIGHTS
 
chart-dbab2cb0f11b0240e3a.jpg
All independent, except CEO

chart-ac1bc6c738fbf555470.jpg
Broad and diverse experience, including in key valuable areas

3


Corporate Governance Highlights

Our Board hasWe have long been focused on and committed to responsible and effective corporate governance in order to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders. The following summaryare highlights certain key aspects ofregarding our corporate governance:
Board Structuregovernance framework and Governance
Independent directors currently comprise approximately 92%the composition of our Board and 100% of each of its standing committeesDirectors (our “Board”).
All directors are elected annually using a majority voting standard in uncontested elections, with offer to tender resignation required for not receiving more “for” than “against” votes.
Our Lead Independent Director is broadly empowered with defined responsibilities and authority.
Independent directors regularly hold executive sessions led by our Lead Independent Director, as well as executive sessions of all directors led by our Chairman and CEO.
Our Board and each of its standing committees conduct an annual self-assessment for continuous improvement in performance and effectiveness.
Our Board membership criteria applicable to all nominees by our Board include consideration of diversity of viewpoints, background, experience, gender, race, ethnicity and similar demographics, as well as avoiding potential overboarding (more than 4 other public company boards, under our guidelines).
Our director retirement policy requires that a director not stand for re-election if he or she would be age 72 or older at the time of election.
A focus area of our Board has been Board refreshment, with the addition of 3 new directors in the last 2 years and preparation for 4 director retirements in the next 3 years, which will lower average director tenure.
Our Board reviews and evaluates management development and succession plans.
Our stock ownership guidelines for non-employee directors provides for owning at least $500,000 of our stock or stock equivalent units within 5 years after election or appointment to our Board.
We prohibit short sales, hedging, other derivative transactions and pledging of our common stock by directors and executive officers.
We have an annual “say-on-pay” advisory vote and seek input of our large shareholders on key aspects of our executive compensation program. (See “Executive Compensation Summary” below in this proxy summary for additional summarized governance practices and features of our executive compensation program.)
Our strong ethics and business conduct program reflects our commitment to adherence to our Code of Conduct and broader compliance principles, to responsible corporate citizenship and sustainability and to our belief that we should conduct all business dealings with honesty, integrity and responsibility.

Shareholder RightsDirector Nominees
Our Board’s nominees for election as director are the twelve directors currently comprising our Board:
>William M. Brown, Chairman and CEO;
>Christopher E. Kubasik, Vice Chairman, President and COO; and
>Ten independent directors (Sallie B. Bailey, Peter W. Chiarelli, Thomas A. Corcoran, Thomas A. Dattilo, Roger B. Fradin, Lewis Hay III, Lewis Kramer, Rita S. Lane, Robert B. Millard and Lloyd W. Newton).
All nominees are independent except for Mr. Brown and Mr. Kubasik. The nominees are standing for election for a one-year term expiring at the 2021 Annual Meeting of Shareholders.
Other
Current
Public
Company
Boards
L3Harris Committee Memberships
Director nominee
Age
Director
Since*
 Principal Occupation/Experience
Audit
Compensation
Finance
Nominating
and
 Governance
Ad Hoc
Technology
Sallie B. Bailey602018Former EVP and CFO of Louisiana Pacific Corporation1■ ■
 
William M. Brown572011Chairman and CEO of L3Harris1     
Peter W. Chiarelli692012General, U.S. Army (Retired)—■   ■
Thomas A. Corcoran751997President of Corcoran Enterprises, LLC; former Senior Advisor for The Carlyle Group1■ ■  
Thomas A. Dattilo682001
Advisor for private investment
firms; former Chairman and CEO of Cooper Tire & Rubber Company
— ■ ■ 
Roger B. Fradin662016Operating Executive with The Carlyle Group; former Vice Chairman of Honeywell International Inc.3  ■ ■
Lewis Hay III642002
Operating Advisor for Clayton Dubilier & Rice, LLC; former Chairman and CEO of NextEra Energy, Inc.
1 ■ ■ 
Lewis Kramer722009Former Global Client Service Partner and National Director of Audit Services of Ernst & Young LLP1■■   
Christopher E. Kubasik582018
Vice Chairman, President and COO of L3Harris
—     
Rita S. Lane572018
Principal at Hajime, LLC; former VP, Operations of Apple Inc.
2
 ■■  
Robert B. Millard
Lead Independent Director
691997
Chairman of Massachusetts
Institute of Technology Corporation
1   ■■
Lloyd W. Newton772012General, U.S. Air Force (Retired); former EVP of Pratt & Whitney Military Engines—   ■■

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

L3HARRIS 2020 PROXY STATEMENT 
2

Nominee Skills and Attributes
Our Board based onbelieves that these twelve nominees are well positioned to discharge our Board’s responsibilities.
Not only do they represent a diverse mix of backgrounds, skills and experience and a track record of driving long-term shareholder engagement, adoptedvalue, but, together, they also possess a deep and unique understanding of our business and the challenges and opportunities L3Harris faces.
Tenure of Director Nominees robust proxy access By-Law provision(including tenure with L3 or Harris board of directors, as applicable)
As shown below, our nominees represent a favorable balance of shorter and longer tenures. At the same time, our Board’s reconstitution in fiscal 2018connection with the Merger benefited all nominees through new interactions and refreshed perspectives.

4
UNDER 4 YEARS
4
4 – 10 YEARS
4
MORE THAN 10 YEARS

Nominee Skills and Backgroundof 12 nominees

Senior P&L Experience  9  
Public Company Board 11 
M&A/Post Merger Integration  9  
Aerospace & Defense  7  
Military Service  3  
Diverse  3  
Technology  7  
Finance Expertise  8  
Global Operations  10 

Key Governance Practices
Below are some key practices and policies that is broadly consistent with other S&P 500 companiesdemonstrate our Board’s commitment to responsible and allows eligible shareholderseffective corporate governance to nominateenhance the creation of sustainable, long-term shareholder value and include in our proxy materials candidates for electionto be accountable and responsive to our Board.shareholders:
BOARD STRUCTURE AND POLICIES

>
Independent directors make up approximately 83% of the Board and 100% of each committee.

>
All directors elected annually; majority voting standard in uncontested elections.

>Lead Independent Director broadly empowered with defined responsibilities and authority.

>
Independent directors regularly hold executive sessions led by Lead Independent Director.

>
Our Board and all standing committees conduct annual self-evaluations for continuous improvement in performance and effectiveness.

>
Our Board membership criteria take into account diversity of viewpoints, background, experience, gender, race, ethnicity and similar demographics, as well as avoiding potential overboarding (more than 4 other public company boards, under our guidelines).
Our Board has adopted a By-Law provision that shareholders holding at least 25% of our common stock have the right
>
Policy requiring directors to call a special meetingretire at age 75 (exception for three years for directors designated pursuant to Merger-related provisions of our governing documents).
>
Board reviews and evaluates management development and succession plans.
>
Strong ethics and business conduct program, reflecting our commitment to our Code of Conduct and broader compliance principles, to responsible corporate citizenship and sustainability and to our belief that we should conduct all business dealings with honesty, integrity and responsibility.




3
L3HARRIS 2020 PROXY STATEMENT

4SHAREHOLDER INPUT AND ALIGNMENT

>Meaningful stock ownership guidelines for non-employee directors.
>Prohibition on short sales, hedging, other derivative transactions and pledging of our common stock by directors and executive officers.
>Robust proxy access By-Law provision allowing eligible shareholders to nominate and include in our proxy materials candidates for election to our Board.
>Shareholders holding at least 25% of common stock can call a special meeting.
>Annual “say-on-pay” advisory vote.

>Engagement with large share holders on key aspects of our executive compensation program.

Key Fiscal 2018

PERFORMANCE HIGHLIGHTS
Key 6-Month Fiscal
Transition Period
Financial Results

Revenue, adjusted EBIT and adjusted
free cash flow results are important
because they are components of
performance measures used in
incentive compensation.

* See Appendix A for reconciliations of GAAP to non-GAAP financial measures. “EPS” refers to income from continuing operations per diluted common share.


The holding of the 2020 Annual Meeting approximately six months after the 2019 Annual Meeting reflects our transition to a calendar year oriented financial reporting cycle in connection with the transformational merger that created L3Harris — we changed our fiscal year end from the Friday nearest June 30 to the Friday nearest December 31. As a result, much of the information in this proxy statement, particularly relating to executive compensation matters, relates to the abbreviated six-month transition period of June 29, 2019 through January 3, 2020 (which we sometimes refer to as our “fiscal transition period”).


L3HARRIS 2020 PROXY STATEMENT
4

Strategic Achievements
Our strong fiscal 2018transition period financial results and total shareholder return (“TSR”) results reflected our successful execution againstof the key strategic priorities weL3Harris set for our fiscal 2018,transition period, which were:
Grow revenue in all three business segments;
Drive flawless execution while maintaining margins through operational excellence; and
Maximize cash flow with balanced capital deployment.

Fiscal 2018 and 2017 Results Comparison
>Executing seamless integration of L3 and Harris, including achieving at least $500 million in gross cost synergies from the Merger by the end of 2021;
  FY17 Results FY18 Results Change
  (in millions, except per share amounts)  
Orders $6,026
 $7,429
 23%
Revenue $5,900
 $6,182
 5%
Operating income $1,073
 $1,122
 5%
Non-GAAP operating income* $1,131
 $1,186
 5%
Income from continuing operations per diluted common share $5.12
 $5.94
 16%
Non-GAAP income from continuing operations per diluted common share* $5.53
 $6.50
 18%
Operating cash flow $569
 $751
 $182
Adjusted free cash flow* $850
 $915
 $65
Cash used to retire debt $575
 $555
 n/m
Cash used to repurchase shares of our common stock $710
 $272
 n/m
Annualized cash dividend rate per share** $2.12
 $2.28
 8%
Cash used to pay dividends $262
 $272
 n/m
Cash used to make voluntary contributions to qualified defined benefit pension plans $400
 $300
 n/m
Company-sponsored research and development $310
 $311
 —
>
n/m = not meaningful
* Reconciliations of GAAP to non-GAAP financial measures are provided in Appendix A.
** On August 25, 2018,Driving flawless execution and margin expansion through our Board increased our quarterly cash dividend from $.57 per share to $.685 per share, for an annualized cash dividend rate of $2.74 per share.e3 (excellence everywhere every day) operational excellence program;

>Building a new performance culture with a strong bias for action and accountability;
>Growing revenue through investments in differentiated technology and innovation;
>
TSR Results(1) at End of Fiscal 2018
Reshaping our portfolio to focus on high margin, high growth businesses; and
chart-9352e1554c0e4d13f27.jpg
(1) TSR results reflect reinvestment of dividends and, in the case of the median of our compensation comparison peer group for fiscal 2018, exclude Orbital ATK, Inc. due to its acquisition in fiscal 2018.
>Maximizing cash flow with shareholder friendly capital deployment.



5EXECUTIVE COMPENSATION HIGHLIGHTS


Our basic executive compensation philosophy is as follows:
Executive Compensation Summary
Overall Objective — encourage

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


GUIDING PRINCIPLES





Guiding Principles{
◦
Alignment>  Align with shareholders’ interests

◦
Competitiveness>  Be competitive at target performance level

◦



>Motivate achievement of financial goals and strategic objectives

◦
>Align realized pay with performance

Key FeaturesTarget Pay Mix for 6-Month Fiscal Transition Period
Consistent with our goals of Our Executive Compensation Program
What We Do
üExecutive compensation decisions made by independent members of our Board and Compensation Committee
üRetain independent executive compensation consulting firm
üPeriodically review and change composition of compensation comparison peer group, as appropriate
ü
Make significant portion of each executive’s overall compensation dependent on ouraligning pay with performance against pre-determined targets for short- and long-term financial measures

ü
Provide significant portion of each executive’s overall compensation opportunity in the form of equity to establish a strong relationship between executive’s compensation and our stock price performance

ü
Align performance share unit award payouts with our stock price performance by including a relative TSR adjustment metric

ü
Have meaningful stock ownership guidelines to maintain alignment of executives’ interests with those of our shareholders

ü
Have annual “say-on-pay” advisory vote and seek input of our large shareholders on key aspects of our executive compensation program

üReview and evaluate plans for management development and succession
ü
Pay cash severance payments under executive change in control severance agreements only on a “double trigger” basis

üHave a “clawback” policy to recover cash and equity incentive payments from executives in the event of a restatement of our financial statements as a result of errors, omissions or fraud

What We Don’t Do
ûProvide excessive perquisites
ûPermit repricing or back-dating of options
ûProvide excise tax gross-ups under executive change in control severance agreements
ûPay dividend equivalents to executive officers on performance share unit or restricted stock unit awards (unless, and only to extent, earned at end of the applicable period)
ûPermit executives (or directors or other employees) to engage in short sales or enter into hedging, puts, calls or other “derivative” transactions with respect to our securities
ûPermit executives (or directors) to hold or purchase our stock on margin or in a margin account or otherwise pledge our stock as collateral for margin accounts, loans or any other purpose





6


Fiscal 2018 Named Executive Officers
William M. Brown, Chairman, President and Chief Executive Officer;
Rahul Ghai, Senior Vice President and Chief Financial Officer;
Sheldon J. Fox, Senior Vice President, Operations and Information Technology;
Dana A. Mehnert, Senior Vice President, Chief Global Business Development Officer; and
Scott T. Mikuen, Senior Vice President, General Counsel and Secretary.

Summarywith the interests of Fiscal 2018 Compensation Actions for our Named Executive Officers
shareholders, Target direct compensation
Higha high percentage for performance-based, at-risk (tied to our performance) portion of fiscal 2018transition period total target direct compensation (totalis at risk (either performance-based or time-based). Under our incentive plans, compensation may be at risk either because it is performance-based (payouts depend on achievement relative to pre-established performance goals) or time-based (equity awards subject to delayed vesting and thus the risk of a potential decrease in the price of our common stock).
For the calculations below, total target direct compensation for our 6-month fiscal transition period includes 50% of annual base salary rate,level, the target value of annual cash incentive awardawards (which were granted at 50% of full-year values) and the target value of performance share units, stock options and restricted stock units granted as part of our annual cycle awards of grants to executive officers)proxypiecharts5.jpg
 
Fiscal 2018
Base Salary Rate
 
Fiscal 2018
Target Annual Cash Incentive Award
 
Fiscal 2018
Target Value of Performance Share Units
 
Fiscal 2018
Target Value of Stock Options
 
Fiscal 2018
Target Value of Restricted Stock Units
Mr. Brown$1,300,000
 $2,200,000
 $4,100,000
 $2,050,000
 $2,050,000
Mr. Ghai$550,000
 $412,500
 $650,000
 $325,000
 $325,000
Mr. Fox$555,000
 $416,250
 $575,000
 $287,500
 $287,500
Mr. Mehnert$555,000
 $416,250
 $575,000
 $287,500
 $287,500
Mr. Mikuen$550,000
 $385,000
 $550,000
 $275,000
 $275,000
Base salary rates
 Fiscal 2017
Base Salary Rate		 Fiscal 2018
Base Salary Rate		 % Increase Reason for Increase
Mr. Brown$1,250,000
 $1,300,000
 4.0% Merit
Mr. Ghai$500,000
 $550,000
 10.0% Merit and market adjustment
Mr. Fox$540,000
 $555,000
 2.8% Merit
Mr. Mehnert$540,000
 $555,000
 2.8% Merit
Mr. Mikuen$525,000
 $550,000
 4.8% Merit
long-term equity-based incentive compensation (also granted at 50% of full-year values); but does not include the target value of the special, one-time integration-related long-term equity-based incentive compensation awards (which are entirely performance-based and at risk) or other compensation elements such as retirement, severance, health, welfare or other personal benefits; transition or relocation benefits; or payouts that occurred in our fiscal transition period as a result of the Merger.

5
L3HARRIS 2020 PROXY STATEMENT


Overview of Compensation Decisions for 6-Month Fiscal Transition Period

  
Base Salary
Level
 
Annual Cash
Incentive Payout
 
Target Value of
Annual Cycle Awards
(Equity-Based)
  
Target Value of
Special, One-Time
Integration-Related
Awards (Equity-Based)
 
Mr. Brown $1,450,000 
$1,467,500
117.4% of target
 $5,125,000  $7,500,000 
Mr. Kubasik $1,450,000 
$1,467,500
117.4% of target
  N/A  $7,500,000 
Mr. Malave $625,000 
$367,000
117.4% of target
  N/A  $2,000,000 
Mr. Gautier $600,000 
$283,000
94.3% of target
  N/A  $2,000,000 
Mr. Zoiss $600,000 
$388,000
129.3% of target
 $800,000  $2,000,000 

L3HARRIS 2020 PROXY STATEMENT
6

Annual cash incentive targets and payouts under our Annual Incentive PlanPROPOSAL 1:
 Fiscal 2017 Cash Incentive
Target as % of Base Salary Rate		 Fiscal 2018
Cash Incentive
Target as % of Base Salary Rate		 % Change Fiscal 2018 Cash Incentive Payout as % of Target* Reason for Payout Relative to Target*
Mr. Brown168% 169% 1% 120.0% Individual performance
Mr. Ghai75% 75% 0% 121.2% Individual performance
Mr. Fox75% 75% 0% 99.6% —
Mr. Mehnert75% 75% 0% 99.6% —
Mr. Mikuen70% 70% 0% 110.4% Individual performance
*Payouts based on weighted adjusted financial measure achievement of 99.6% of target, unless otherwise noted.
Equity compensation target value under our Equity Incentive Plan
 Fiscal 2017
Equity Compensation
Target Value in Dollars		 Fiscal 2018
Equity Compensation
Target Value in Dollars		 % Change Reason for Change
Mr. Brown$7,650,000
 $8,200,000
 7.2% Merit
Mr. Ghai$1,150,000
 $1,300,000
 13.0% Merit and market adjustment
Mr. Fox$1,150,000
 $1,150,000
 0% —
Mr. Mehnert$1,150,000
 $1,150,000
 0% —
Mr. Mikuen$1,000,000
 $1,100,000
 10.0% Merit
Performance share unit award payouts for three-year performance period of fiscal 2016-2018
  Performance Share Units
Granted		 Weighted Relative TSR
Adjusted Payout %*		 Shares Paid Out
Mr. Brown 44,140 102.0% 45,023
Mr. Ghai 2,210 102.0% 2,254
Mr. Fox 7,255 102.0% 7,400
Mr. Mehnert 7,255 102.0% 7,400
Mr. Mikuen 6,310 102.0% 6,436
*Payouts at 102.0% of target, principally because our TSR performance over the fiscal 2016-2018 performance period compared with companies in the Standard & Poor’s 500 was in the top quintile and resulted in an upward payout adjustment of 33%.

8


PROPOSAL 1:    ELECTION OF DIRECTORS
   
Proposal 1: Election
Our Board unanimously
recommends voting FOR
election of Directors
its 12 nominees
for director for a one-
year term expiring at the
2021 Annual Meeting of
Shareholders.

 
Our Board unanimously recommends voting >FOR electionWith a diverse mix of its 11 nominees for director forbackgrounds, skills and experience and a 1-year term
FOR
þ

•
Balanced slatetrack record of longer-tenured members with in-depth knowledgedriving long-term shareholder value, as well as a deep and unique understanding of our business and newer members, whothe challenges and opportunities L3Harris faces, our Board is well positioned to discharge its responsibilities.
>Nominees collectively have broad and diverse leadership experience and many other experience, qualifications, skills and attributes including in key areasthat our Board views as valuable to L3Harris.
•
All>Favorable balance of shorter and longer tenures among nominees, all of whom are independent, except Mr. Brown, our Chairman and CEO, and Mr. Kubasik, our Vice Chairman, President and COO.
•
Board oversaw setting of fiscal 2018 strategy and achievement of strong fiscal 2018 financial results and total shareholder return results






More specific information relevant to this proposal can be found below and in the following sections:
•
Nominees for election - pages 11 - 17
•
Our Board’s role and responsibilities and related matters - pages 20 - 25
•
Our Board’s structure and processes - pages 26 - 31
•
Director compensation and benefits - pages 32 - 35

Proposal Overview
Our entire Board is elected annually by our shareholders. Our Restated Certificate of Incorporation provides that our Board shall consist of not less than eight8 or more than 13 directors, the exact number of directors to be determined from time to time by our Board. As described further in the paragraphs below, the authorized number of directors was increased to 13 effective April 26, 2018 and will be reduced to 11 effective at the 2018 Annual Meeting of Shareholders. Our entire Board is elected annually by our shareholders. In accordance with our Restated Certificate of Incorporation, aEach director holds office until the Annual Meeting of Shareholders for the year in which that director’s term expires, and until that director’s successor is elected and qualified, subject, however, to his or her priorexcept in the case of death, resignation, retirement or removal from office. Vacancies may be filled by a majority of the remaining directors.
Eleven
OUR NOMINEES AS A GROUP
Our Board currently consists of our 13 incumbent directors are standing for election for a new one-year term expiring at the 2019 Annual Meeting of Shareholders. Effective April 26, 2018, our Board increased the authorized number of directors from 12 to 13 and appointed Ms. Sallie B. Bailey as a director for a term expiring at the 2018 Annual Meeting of Shareholders. Mr. Terry D. Growcock and Dr. James C. Stoffel are retiring from our Board effective at the 2018 Annual Meeting of Shareholders and are not standing for election for a new one-year term.following twelve directors:

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


Based on the recommendation of our GovernanceNominating and Corporate ResponsibilityGovernance Committee, our Board has nominated 11the 12 directors comprising our Board – all of our 13 incumbent directors (Ms. Bailey, Ms. Kenne and Messrs. Albaugh, Brown, Chiarelli, Dattilo, Fradin, Hay, Joshi, Swienton and Tookes)whom are standing for election as incumbents – for a new one-year term expiringthat will expire at the 2019 Annual Meeting of Shareholders, as well as voted to reduce the authorized number of directors on our Board from 13 to 11 directors, effective at the 20182021 Annual Meeting of Shareholders.
None of our directors (including each of the nominees)
No nominee is related to any other director or nominee or to any executive officer of HarrisL3Harris or its subsidiaries, by blood, marriage or adoption.
Summary information regarding each of the nominees is set forth in the following table and more detailed biographical summaries of the nominees, as well as
Below we provide information on theireach nominee’s experience, qualifications, attributes and skills that our Board has determined support theirthe nominee’s nomination and service as a director of Harris, appear on subsequent pages.L3Harris director. Data with respect to the number of shares of our common stock beneficially owned by each of our directors as of August 31, 2018 is set forthFebruary 3, 2020 can be found in the table on page 89.
With respect to98. Beginning on page 16, we describe our director nomination process and the proposal to elect the 11 nominees for director namedcriteria we apply in this proxy statement for a one-year term expiring at the 2019 Annual Meeting of Shareholders, you may:
Vote “For” election of one or more of the nominees;
Vote “Against” election of one or more of the nominees; or
“Abstain” from voting as to the election of one or more of theselecting nominees.
Vote Required and Related Matters
Pursuant to
7
L3HARRIS 2020 PROXY STATEMENT

VOTING STANDARD FOR DIRECTORS
Under our By-Laws and Corporate Governance Guidelines, the voting standard for the election of our directors is a majority voting standard in uncontested elections and a plurality voting standard in contested elections. The election of directors at the 20182020 Annual Meeting of Shareholders is an uncontested election. election and thus the majority voting standard applies.
To be elected in an uncontested election under a majority voting standard, a director nominee must receive more “For” votes than “Against” votes. Abstentions and any broker

9


non-votes will have no effect on the election of directors because only votes cast “For” or “Against” a nominee will be counted. If anAny incumbent director nominee who does not receive a greater number ofmore “For” votes than “Against” votes then he or she
must promptly offer to tender his or her resignation following certification of the vote. Ourvote, and our Nominating and Governance and Corporate Responsibility Committee shall make a recommendationwill then recommend to our Board regardingwhether or not to accept it. Our Board shall take action within 90 days following certification of the vote, unless such action would cause us to be takenfail to comply with respectthe New York Stock Exchange (“NYSE”) independence or other legal requirements, in which event our Board shall take action as promptly as practicable while continuing to meet such offer to resign.requirements. Our Board will also promptly publicly disclose its decision and the reasons therefor. If our Board does not accept the resignation, then the nominee will continue to serve as a director until the next Annual Meeting of Shareholders and until his or her successor shall be duly elected and qualified, or until his or her prior death, resignation, retirement or removal from office. For additional information regardingIf our Board accepts the resignation, then a majority voting standard, see “Majority Voting for Directors” beginning on page 19.of our Board, in its sole discretion, may fill any resulting vacancy or may choose not to fill the vacancy and to decrease the size of our Board.
Proxies will be voted for the election of each of Ms. Bailey, Ms. KenneLane and Messrs. Albaugh, Brown, Chiarelli, Corcoran, Dattilo, Fradin, Hay, Joshi, Swienton,Kramer, Kubasik, Millard and TookesNewton to serve for a one-year term expiring at the 20192021 Annual Meeting of Shareholders, unless otherwise specified in the proxy/voting instructions. Proxies cannot be voted for more than the 1112 nominees for director named in this proxy statement. Each of the nominees has consented to stand for election. If any nominee becomes unavailable for election, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by

CRITERIA FOR BOARD MEMBERSHIP
General Criteria
Under our Corporate Governance Guidelines, our Board or, in lieu thereof,selects director nominees based on the recommendation of our Board may determine to leaveNominating and Governance Committee and the vacancy temporarily unfilled or reduce the number of directors in accordance with our By-Laws.
Board Voting Recommendation Regarding Proposal 1
Our Board unanimously recommends voting “FOR” election of each of its 11 nominees for director for a one-year term in this uncontested election of directors. If not otherwise specified, proxies will be voted “FOR” election of each of the nominees as recommended by our Board.
Summary Information Regarding Each of the Nominees
NomineeAgeIndependent
with Respect to Harris		Harris Director SinceHarris CommitteesOther Public Company Boards Currently
Serving On
Audit 
Committee		Governance and
Corporate Responsibility
Committee		Finance 
Committee		Management
Development 
and
Compensation
Committee
James F. Albaugh68ü2016 
committeememberpica02.jpg
 
committeememberpica02.jpg
3
Sallie B. Bailey58ü2018    —
William M. Brown55û2011    1
Peter W. Chiarelli68ü2012
committeememberpica02.jpg
   —
Thomas A. Dattilo67ü2001
committeememberpica02.jpg
  
committeechair.jpg
—
Roger B. Fradin65ü2016
committeememberpica02.jpg
 
committeememberpica02.jpg
 3
Lewis Hay III62ü2002  
committeechair.jpg
committeememberpica02.jpg
2
Vyomesh I. Joshi64ü2013 
committeememberpica02.jpg
  1
Leslie F. Kenne70ü2004  
committeememberpica02.jpg
 1
Gregory T. Swienton68ü2000
committeechair.jpg
 
committeememberpica02.jpg
 1
Hansel E. Tookes II70ü2005 
committeechair.jpg
 
committeememberpica02.jpg
3
committeechair.jpg= Chairperson committeememberpica02.jpg= Member
chart-c23deeceaa3e6432d31.jpg
Broad and diverse experience, including in key valuable areas
following criteria:

10

>Demonstrated ability and sound judgment;

>Personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience;
>
NOMINEES FOR ELECTIONWillingness to objectively appraise management performance;
>Current knowledge and contacts in the markets in which we do business and in our industry or other relevant industries, giving due consideration to potential conflicts of interest;
>Ability and willingness to commit adequate time to Board and committee matters, including attendance at Board, committee and annual shareholder meetings;
albaughjamesgraya01.jpg                      James F. Albaugh, 68
Position, Principal Occupation and Professional Experience
•
Advisor
>Diversity of viewpoints, background, experience, gender, race, ethnicity and consultantsimilar demographics;
>The number of other boards of which the individual is a member; and
>Compatibility of the individual’s experience, qualifications, skills, attributes and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to financial servicesthe needs of L3Harris and investment firms (since July 2016)
•
Senior Advisor to The Blackstone Group, a private investment firm (Dec. 2012 - July 2016)
•
37-year career with The Boeing Company, an aerospace company manufacturing commercial jetliners and defense, space and security systems (1975 - 2012), having held various senior positions, including:
◦
President and Chief Executive Officerthe interests of Boeing’s Commercial Airplanes business unit (Sept. 2009 - Oct. 2012)
◦
President and Chief Executive Officer of Boeing’s Integrated Defense Systems business unit (July 2002 - Sept. 2009)
◦
Joined Boeing in 1975 and held various other executive positions, including as President and Chief Executive Officer of its Space and Communications business unit

Other Directorships, Trusteeships and Memberships
•
Arconic Inc. (since 2017)
•
American Airlines Group Inc. (since 2013)
•
Goldman Sachs Acquisition Holdings Corp. (since June 2018)
•
B/E Aerospace, Inc. (2014 - 2017)
•
TRW Automotive Holdings Corp. (2007 - 2015)
•
Chairman of National Aeronautic Association (currently)
•
Former President of American Institute of Aeronautics and Astronautics
•
Board of Visitors of Columbia University Engineering School
•
Board of Trustees of Willamette University
•
Board of Aerospace Industries Association (2007 - 2012; Chairman in 2011)
•
Elected member of National Academy of Engineering (2011)

our shareholders.
Independent director

Director since Sept. 2016

Harris committees
•
Governance and Corporate Responsibility
•
Management Development and Compensation


Qualifications, Skills and Attributes Valuable to Harris Board
•
Experience in complex manufacturing operations, supply chain, domestic and international operations, business development, human resources and talent management, safety management, enterprise risk management, technology-driven business environment, accounting and internal controls gained through prior service as senior executive of large aerospace and defense company
•
Experience with very large aerospace and defense government projects and with the government procurement process, including experience with major U.S. Department of Defense programs, which also makes him a valuable strategic advisor to our U.S. Government businesses
•
Public company board and corporate governance experience

salliebailey.jpg              Sallie B. Bailey, 58
Position, Principal Occupation and Professional Experience
•
Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation (Dec. 2011 - July 2018)
•
Vice President and Chief Financial Officer of Ferro Corporation (Jan. 2007 - July 2010)
•
11-year career at The Timken Company in various senior management positions of increasing responsibility (1995 - 2006), lastly as Senior Vice President, Finance and Controller
•
Previously with Tenneco Inc. in various finance organization roles (1988 - 1995), lastly as Assistant Treasurer
•
Previously with Deloitte and Touche LLP as an audit supervisor

Other Directorships, Trusteeships and Memberships
•
General Cable Corporation (2013 - 2018)
•
Milacron Holdings Corp. (2004 - 2008)




Independent director
Director since April 2018
No Harris committeesL3HARRIS 2020 PROXY STATEMENT
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge of corporate finance, strategic planning, banking relationships, operations, complex information technology and other systems, enterprise risk management and investor relations gained through prior service as senior executive of large global manufacturing companies
•
Knowledge and experience with complex financial and accounting functions and internal controls, including as chief financial officer for complex organizations
•
Finance education and experience provide knowledge relevant to many of our capital structure and related credit and finance matters and financial processes
•
Public company board and corporate governance experience through service on other public company boards

8

11


proxy2image3a0a01.jpg           William M. Brown, 55
Position, Principal Occupation and Professional Experience
•
Chairman of the Board, President and Chief Executive Officer of Harris Corporation (since April 2014)
•
President and Chief Executive Officer of Harris Corporation (Nov. 2011 - April 2014)
•
14-year career in U.S. and international roles at United Technologies Corporation (“UTC”), a diversified global building and aerospace company (1997 - 2011), including Senior Vice President, Corporate Strategy and Development; 5 years as President of UTC’s Fire & Security Division; and President of Asia Pacific Operations of UTC’s Carrier Corporation
•
Previously with McKinsey & Company as senior engagement manager and with Air Products and Chemicals, Inc. as project engineer

Other Directorships, Trusteeships and Memberships
•
Celanese Corporation (since 2016)
•
Board of Directors of Fire Department of NYC Foundation
•
Board of Trustees of Florida Institute of Technology
•
National Security Telecommunications Advisory Committee
•
Aerospace Industries Association Executive Committee
•
Council of Trustees of Association of the United States Army



Employee director (not independent)
Director since Dec. 2011
No Harris committees
Qualifications, Skills and Attributes Valuable to Harris Board
•
Current role as our Chief Executive Officer and the terms of employment agreement (failure to nominate would constitute “constructive termination”), as well as his leadership and management skills
•
Knowledge of complex strategic, operational, management and financial issues faced by a large company with international operations gained through prior service as senior executive and in management and leadership positions at UTC
•
Knowledge and expertise related to strategic planning, global supply chain and procurement, productivity and lean manufacturing initiatives, international sales, marketing and operations, domestic and international mergers and acquisitions, regulatory challenges, and enterprise risk management gained through prior work experience
•
Engineering and finance education and experience provide knowledge relevant to many of our businesses and overall capital structure and financial processes


12


proxy2image4a0a01.jpg                Peter W. Chiarelli, 68
Position, Principal Occupation and Professional Experience
•
Chief Executive Officer, 1516 LLC (since 2018), a company engaged in public policy and electoral research and analysis
•
Chief Executive Officer, Interologic LLC (since 2018), a company that uses advanced data analytics and machine learning to optimize the digital “personality” of clients
•
Chief Executive Officer of One Mind, a non-profit organization bringing together healthcare providers, researchers and academics to cure brain disorders (April 2012 - Jan. 2018)
•
General, U.S. Army (Retired), retired in March 2012 after nearly 40 years of service with U.S. Army, commanding troops at all levels from platoon to Multi-National Corps and holding various senior officer positions, including:
◦
Vice Chief of Staff (Army’s second-highest-ranking officer), with responsibility for oversight of day-to-day operations and for leading budget planning and execution and efforts to modernize equipment, procedures and formations
◦
Senior Military Assistant, Secretary of Defense (principal military advisor to Secretary of Defense)
◦
Commander of Multi-National Corps - Iraq (senior tactical commander of U.S. and Coalition troops in Iraq)
◦
Division Commander, Fort Hood, Texas and Baghdad, Iraq
◦
U.S. Army Chief of Operations, Training and Mobilization
◦
Executive Officer, Supreme Allied Commander, Europe (principal military assistant and advisor to Supreme Allied Commander, Europe)

Other Directorships, Trusteeships and Memberships
•
1516 LLC (since 2018) (non-public company)
•
Interologic LLC (since 2018) (non-public company)



Independent director
Director since Aug. 2012
Harris committees
•
Audit
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge and expertise in complexities of both U.S. and international militaries, defense communities and defense industries gained through vast U.S. and global military leadership experience during distinguished career in U.S. Army, which also makes him a valuable strategic advisor to our U.S. Government businesses
•
Experience addressing complex operational and strategic issues, managing significant operating budgets, and handling legislative and public affairs and extensive background in military operations and national security gained through responsibility as a senior U.S. Army officer
•
Appreciation and understanding of medical research, healthcare industry and military healthcare gained through healthcare-related leadership experience in U.S. Army and more recent experience as Chief Executive Officer of healthcare-related non-profit organization


13


proxyimage5a0a01.jpg           Thomas A. Dattilo, 67
Position, Principal Occupation and Professional Experience
•
Advisor to various private investment firms (currently)
•
Chairman and Senior Advisor to Portfolio Group, a privately-held provider of outsourced financial services to automobile dealerships specializing in aftermarket extended warranty and vehicle service contract programs (Jan. 2013 - June 2016)
•
Senior Advisor for Cerberus Operations and Advisory Company, LLC, a unit of Cerberus Capital Management, a private investment firm (2007 - 2009)
•
Chairman, President and Chief Executive Officer of Cooper Tire & Rubber Company (“Cooper”), which specializes in design, manufacture and sale of passenger car and truck tires (2000 - 2006)
•
President and Chief Operating Officer of Cooper (1999 - 2000)
•
Previously held senior positions with Dana Corporation, including President of its sealing products group

Other Directorships, Trusteeships and Memberships
•
Haworth, Inc. (since 2010) (non-public company)
•
Portfolio Group (2013 - 2016) (non-public company)
•
Solera Holdings, Inc. (2013 - 2016)
•
Alberto-Culver Company (2006 - 2011)
•
Cooper Tire & Rubber Company (1999 - 2006)
•
Former Chairman of Rubber Manufacturers Association
•
Former Chairman of Board of Trustees of Manufacturers Alliance for Productivity and Innovation

Independent director
Director since Aug. 2001
Lead Independent Director
(April 2014 - Oct. 2016)
Chairman of the Board
(Jan. 2012 - April 2014)
Harris committees
•
Audit
•
Management Development and Compensation (Chairperson)
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge of complex operational, management, financial, strategic and governance issues faced by a large global public company gained through prior service as senior executive of large, publicly traded companies and as executive of a manufacturing company
•
Knowledge and expertise related to global supply chain and distribution, mergers and acquisitions, lean manufacturing and related initiatives, international operations, human resources and talent management, accounting and internal controls, and investor relations gained through prior work experience
•
Additional experience and knowledge related to strategic planning, capital raising, mergers and acquisitions, and economic analysis gained through more recent experience as advisor to private investment firms
•
Understanding of public company governance and executive compensation based on senior executive experience and service on other public company boards

fradinrogergraya01.jpg               Roger B. Fradin, 65
Position, Principal Occupation and Professional Experience
•
Operating Executive with The Carlyle Group, a global alternative asset manager (since Feb. 2017)
•
17-year career in senior positions with Honeywell International Inc. (“Honeywell”), a diversified technology and manufacturing company (2000 - 2017), including:
◦
Vice Chairman (2014 - 2017)
◦
President and Chief Executive Officer, Automation and Controls business unit (2004 - 2014)
◦
President and Chief Executive Officer, Security and Fire Solutions business unit

Other Directorships, Trusteeships and Memberships
•
Goldman Sachs Acquisition Holdings Corp. (since June 2018)
•
Signode Industrial Group (since 2017) (non-public company)
•
Pitney Bowes Inc. (since 2012)
•
MSC Industrial Direct Co., Inc. (since 1998)
Independent director
Director since Oct. 2016
Harris committees
•
Audit
•
Finance
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge of complex strategic, operational, financial, management and governance issues faced by a large public company gained through prior service as senior executive of a large global diversified technology and manufacturing company
•
Knowledge of domestic and international operations, business development, strategic planning, product development and marketing, technology innovation, corporate finance, mergers and acquisitions, human resources and talent management, accounting and internal controls gained through prior work experience
•
Entrepreneurial background, with experience in driving growth for businesses under his leadership, and experience in entering new markets, both organically and through acquisitions
•
Finance education and experience also provide knowledge and experience particularly relevant to our capital structure and related credit and finance matters
•
Public company board and corporate governance experience through service on several public company boards



14


proxyimage7a0a01.jpg                 Lewis Hay III, 62
Position, Principal Occupation and Professional Experience
•
Operating Advisor for Clayton, Dubilier & Rice, LLC, a private equity investment firm (since Jan. 2014)
•
14-year career in senior positions with NextEra Energy, Inc. (formerly FPL Group, Inc.) (“NextEra”), one of the nation’s leading electricity-related services companies and the largest renewable energy generator in North America (1999 - 2013), including:
◦
Chairman and Chief Executive Officer of NextEra (Dec. 2006 - July 2012)
◦
Chairman, President and Chief Executive Officer of NextEra (Jan. 2002 - Dec. 2006)
◦
Chief Executive Officer of Florida Power & Light Company (Jan. 2002 - July 2008)

Other Directorships, Trusteeships and Memberships
•
Anthem, Inc. (since 2013)
•
Capital One Financial Corporation (since 2003)
•
NextEra Energy, Inc. (2001 - 2013)
•
Former director and Chairman of Institute of Nuclear Power Operations
•
Former director and Chairman of Edison Electric Institute
•
Business Board of Advisors at Carnegie Mellon University’s Tepper School of Business (2001 - 2017)
•
Former member of Business Roundtable and Florida Council of 100
•
President Obama’s Council on Jobs and Competitiveness (2011 - 2013)
Independent director
Director since Feb. 2002
Harris committees
•
Finance (Chairperson)
•
Management Development and Compensation
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge of complex strategic, operational, management, regulatory, financial and governance issues faced by a large public company gained through prior service as senior executive of a large, publicly traded company, a chief financial officer of another large company and a strategy consultant for 9 years
•
Knowledge and expertise related to strategic planning, capital raising, financial planning, enterprise risk management, accounting and internal controls, mergers and acquisitions, and investor relations gained through prior work experience
•
Science and engineering education and training provide knowledge and experience relevant to some of our businesses
•
Understanding of executive compensation and public company governance through senior executive experience and service on several public company boards
proxyimage8a0a01.jpg          Vyomesh I. Joshi, 64
Position, Principal Occupation and Professional Experience
•
President and Chief Executive Officer of 3D Systems Corporation (since April 2016), a company that provides comprehensive 3D products and services, including 3D printers, print materials, on-demand manufacturing services and digital design tools
•
32-year career with Hewlett-Packard Company (“HP”), a company engaged in personal computing and access devices, imaging and printing-related products and services and information technology software and solutions (1980 - 2012), starting as research and development engineer and progressing through a series of management positions with increasing responsibility and to overseeing some of HP’s most successful global commercial enterprises, including as Executive Vice President, Imaging and Printing Group (2002 - 2012)

Other Directorships, Trusteeships and Memberships
•
3D Systems Corporation (since 2016)
•
Wipro Limited (2012 - 2016)
•
Yahoo! Inc. (2005 - 2012)
•
Dean’s Advisory Council at The Rady School of Management at the University of California, San Diego

Independent director
Director since Sept. 2013
Harris committees
•
Governance and Corporate Responsibility
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge of complex strategic, research and development, operational, management and financial issues faced by a large publicly traded, technology-driven company with global operations gained through service as President and CEO of 3D Systems, prior service as senior executive of HP and more than 30 years of experience focused on strategy and technology
•
Knowledge and expertise related to strategic planning, technology innovation, research and development, new product introductions, global manufacturing and operations, regional “go to market” organizations, supply chain and distribution, joint ventures and strategic alliances, and human resources and talent management gained through prior work experience
•
Science and engineering education and training provide knowledge and experience relevant to some of our businesses
•
Understanding of public company governance and operations gained through service on other public company boards

15


a2015proxystatement2_image24.jpg                Leslie F. Kenne, 70
Position, Principal Occupation and Professional Experience
•
Independent consultant for various defense companies and agencies (since Sept. 2003)
•
Lieutenant General, U.S. Air Force (Retired), retired in Sept. 2003 after 32-year military career and holding various senior officer positions, including:
◦
Deputy Chief of Staff for Warfighting Integration at Air Force headquarters
◦
Commanded Electronic Systems Center at Hanscom Air Force Base
◦
Directed a number of major procurement programs, including F-16 and F-35 programs

Other Directorships, Trusteeships and Memberships
•
Oshkosh Corporation (since 2010)
•
Unisys Corporation (2006 - 2017)
•
EDO Corporation (2004 - 2007)
Independent director
Director since April 2004
Harris committees
•
Finance
Qualifications, Skills and Attributes Valuable to Harris Board
•
Experience managing significant operating budgets and addressing complex operational and strategic issues and first-hand experience on large government projects and the government procurement process gained through responsibilities during distinguished career as senior officer in U.S. Air Force
•
Knowledge and expertise in complexities of both U.S. military and defense industry, which also makes her a valuable strategic advisor to our U.S. Government businesses
•
Knowledge and expertise regarding program development, resourcing and other aspects of managing major U.S. Department of Defense programs, as well as operations and systems engineering
•
Understanding of business conduct and compliance matters particularly relevant to a U.S. Government contractor gained through recent experience serving as compliance monitor for large organizations
•
Understanding of public company governance and operations gained through service on several public company boards

a2015proxystatement2_image22.jpg           Gregory T. Swienton, 68
Position, Principal Occupation and Professional Experience
•
Retired Chairman and Chief Executive Officer of Ryder System, Inc. (“Ryder”), a logistics and transportation services company, after 14-year career in senior positions (1999 - 2013), including as Chairman, President and Chief Executive Officer of Ryder (May 2002 - Dec. 2012)
•
Senior positions with Burlington Northern Santa Fe Corporation (“BNSF”) and the former Burlington Northern Railroad (1994 - 1999), including Senior Vice President-Growth Initiatives of BNSF
•
Previous 12-year career in various executive and management positions with DHL Worldwide Express (1982 - 1994)
Other Directorships, Trusteeships and Memberships
•
Lennox International, Inc. (since 2010)
•
Ryder System, Inc. (1999 - 2013)

Independent director
Director since Feb. 2000
Harris committees
•
Audit (Chairperson)
•
Finance
Qualifications, Skills and Attributes Valuable to Harris Board
•
Knowledge of complex strategic, operational, financial, management and governance issues faced by a large public company gained through prior service as senior executive of large, publicly traded companies and more than 40 years of experience in large, global businesses, including long-term overseas assignments
•
Knowledge and expertise in supply chain, logistics, domestic and international operations, business development, corporate finance, banking, human resources and talent management, accounting and internal controls, safety management, enterprise risk management, complex information technology and investor relations gained through prior work experience
•
Finance education and experience provide knowledge and expertise particularly relevant to our capital structure and related credit and finance matters


16


a2015proxystatement2_image23.jpg                Hansel E. Tookes II, 70
Position, Principal Occupation and Professional Experience
•
Retired from Raytheon Company, a company engaged in defense and government electronics, space and airborne systems, information technology, technical services and business and special mission aircraft, in Dec. 2002 after holding various senior positions (1999 - 2002), including:
◦
President of Raytheon International
◦
Chairman, President and Chief Executive Officer of Raytheon’s Aircraft Company subsidiary, a commercial, military and regional aircraft manufacturing company
•
19-year career in senior leadership positions with United Technologies Corporation (1980 - 1999), including President of Pratt & Whitney Large Military Engines Group
•
Previously served as Lieutenant Commander and pilot in U.S. Navy and later as commercial pilot with United Airlines

Other Directorships, Trusteeships and Memberships
•
Corning Incorporated (since 2001)
•
NextEra Energy, Inc. (since 2005)
•
Ryder System, Inc. (since 2002)
Independent director
Director since April 2005
Harris committees
•
Governance and Corporate Responsibility (Chairperson)
•
Management Development and Compensation
Qualifications, Skills and Attributes Valuable to Harris Board
•
Experience in complex operations, manufacturing, regulatory issues, performance excellence, global compliance, business development, technology-driven business environments, accounting and internal controls, and enterprise risk management gained through prior service as senior executive and prior management and leadership positions with large international public aerospace and defense companies
•
Knowledge of, and experience with, large aerospace and defense government projects and with the government procurement process, including experience with major U.S. Department of Defense programs, which also makes him a valuable strategic advisor to our U.S. Government businesses
•
Science, engineering and business education and training provide knowledge and experience relevant to many of our businesses
•
Broad public company governance experience gained through service on other public company boards

Director Nomination Process and Criteria, and Board Diversity
Our Board is responsible for approving nominees to stand for election as directors. Our Governance and Corporate Responsibility Committee assists our Board in this process and identifies individuals it determines are qualified to become Board members and recommends nominees.
Our Board has a long-standing policy to consider director nominees recommended by shareholders. A shareholder who wishes to recommend a nominee for our Governance and Corporate Responsibility Committee’s consideration must include at least the following information about the proposed nominee: name, age, business or residence address, principal occupation or employment, and the written consent of the nominee to be named in the proxy statement as a nominee and to serve as a director if elected. The required information should be sent to our Secretary at 1025 West NASA Boulevard, Melbourne, Florida 32919. Our Secretary will forward properly submitted shareholder-recommended nominations to the Chairperson of our Governance and Corporate Responsibility Committee for consideration at a future Governance and Corporate Responsibility Committee meeting. Individuals recommended by shareholders in accordance with these procedures will be evaluated and considered by our Governance and Corporate Responsibility Committee in the same manner as it evaluates other proposed nominees.
In addition to recommending nominees for consideration to our Governance and Corporate Responsibility Committee, shareholders may (i) submit nominees for inclusion in Harris-sponsored proxy materials for an annual meeting of our shareholders pursuant to the new “proxy access” provision of our By-Laws that we adopted in fiscal 2018, as described below, and (ii) directly propose nominees for consideration at an annual meeting of our shareholders pursuant to our By‑Laws but not pursuant to the proxy access provision of our By‑Laws. The requirements and procedures shareholders must follow for submitting nominees for inclusion in Harris-sponsored proxy materials and directly proposing nominees for consideration are discussed beginning on page 90 under “Shareholder Nominees for Director and Other Shareholders Proposals for 2019 Annual Meeting of Shareholders.”
“Proxy Access” Implemented in Fiscal 2018
For several years, our Governance and Corporate Responsibility Committee carefully considered the issue of proxy access, monitoring developments and best practices. Based on shareholder engagement, our Governance and Corporate Responsibility Committee recommended to our Board the approval of, and our Board approved, amending our By-Laws to implement proxy access effective May 30, 2018. The newly implemented proxy access provision of our By-Laws allows an individual eligible shareholder, or group of no more than 20 eligible shareholders, to nominate and include in our proxy materials candidates for election to our Board, as long as such shareholder or shareholder group, as applicable, continuously owns 3% or more of the

17


outstanding shares of our common stock for at least three years. The maximum number of proxy access nominees permitted is the greater of two or 20% of our Board of (rounded down to the nearest whole number), provided that the shareholder(s) and the nominee(s) satisfy the eligibility and procedural requirements set forth in our By-Laws. The additional eligibility and procedural requirements include a requirement that a proxy access nomination notice must be delivered to us no earlier than 150 calendar days and no later than 120 calendar days before the first anniversary of the mailing date of our proxy materials for our prior year’s annual meeting of shareholders, as well as requirements that all nominees for directors and nominating stockholder(s) provide certain information, representations and agreements to us in order to be eligible for election. Our Board believes that the newly implemented proxy access provision of our By-Laws strikes an appropriate balance between providing our shareholders with broad and meaningful access to our proxy materials, on one hand, and requiring sufficient transparency, protecting the interests of all shareholders and ensuring effective governance, on the other hand, and reflects best practices by being broadly consistent with other S&P 500 companies’ proxy access by-laws.
Criteria Applicable to Incumbent Nominees
Our Nominating and Governance and Corporate Responsibility Committee also has aCommittee’s process for considering, reviewing and evaluating incumbent directors as potential nominees for re-election. Pursuantre-election typically is as follows:

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




Our Nominating and Governance Committee followed this process priorwith respect to each annual meeting of shareholders, each current director discusses participation on our Board and its committees and other relevant matters with our Chairman or Lead Independent Director, if one has been designated. Each current director also is requested to discuss any concerns or issues regarding continued membership on our Board withnominees for election at the Chairperson of our Governance and Corporate Responsibility Committee. In addition, our Governance and Corporate Responsibility Committee reviews each current director’s experience, qualifications, attributes, skills, tenure, contributions, other directorships, meeting attendance record, any changes in employment status and other information it deems helpful in considering and evaluating the director for nomination.2020 Annual Meeting.
Criteria Applicable to all Nominees by our Board
Our Corporate Governance Guidelines contain Board membership criteria that apply to all individuals nominated by our Board for a position on our Board. Our Board, based on the recommendation of our Governance and Corporate Responsibility Committee (which will be based on the criteria set forth below, regardless of whether the individual is recommended by shareholders or identified by our Governance and Corporate Responsibility Committee for nomination by our Board or otherwise), will select nominees considering the following criteria:
Demonstrated ability and sound judgment that usually will be based on broad experience;
Personal qualities and characteristics, accomplishments and reputation in the business community, professional integrity, educational background, business experience and related experience;
Willingness to objectively appraise management performance;
Current knowledge and contacts in the markets in which we do business and in our industry or other industries relevant to our businesses, giving due consideration to potential conflicts of interest;
Ability and willingness to commit adequate time to Board and committee matters, including attendance at Board, committee and annual shareholder meetings;
The number of other boards of which the individual is a member;
Compatibility of the individual’s experience, qualifications, skills, attributes and personality with those of other directors and potential directors in building a Board that is effective, collegial and responsive to the needs of Harris and the interests of our shareholders; and
Diversity of viewpoints, background, experience, gender, race, ethnicity and similar demographics.
Consideration of Diversity in Selecting Nominees
Our Board values diversity as a factor in selecting nominees to serve on our Board. Although we have adopted no specific policy on diversity, our GovernanceNominating and Corporate ResponsibilityGovernance Committee considers our Board membership criteria in selecting nominees for directors, including “diversitydiversity of viewpoints, background, experience, gender, race, ethnicity and similar demographics.” Such considerations also may include personal characteristics, functional background, executive or professional experience, and international experience. As a general matter, our Board considers diversity in the context of our Board as a whole and takes into account the personal characteristics and experience of current and prospective directors to facilitate Board deliberations and decisions that reflect a broad range of perspectives.
Assistance
NOMINEE BIOGRAPHIES
Each of Third-Party Search Firmthe nominees has consented to stand for election. If any nominee becomes unavailable for election, which we do not currently anticipate, proxies instructing a vote for that nominee may be voted for a substitute nominee selected by our Board or, alternatively, our Board may determine to leave the vacancy temporarily unfilled or reduce the number of directors in accordance with our By-Laws.

9
L3HARRIS 2020 PROXY STATEMENT

NOMINEES FOR ELECTION


L3Harris
Committees

> Audit
> Finance
Sallie B. Bailey
Age: 60

Director since Apr. 2018

Independent Director

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


Position, Principal Occupation and Professional Experience
>Executive Vice President and Chief Financial Officer of Louisiana-Pacific Corporation (Dec. 2011 - July 2018)
>Vice President and Chief Financial Officer of Ferro Corporation (Jan. 2007 - July 2010)
>11-year career at The Timken Company in various senior management positions of increasing responsibility (1995 - 2006), lastly as Senior Vice President, Finance and Controller
>Previously with Tenneco Inc. in various finance organization roles (1988 - 1995), lastly as Assistant Treasurer
>Previously with Deloitte and Touche LLP as an audit supervisor
Other Current/Recent Public Company Directorships
>NVR, Inc. (since 2020)
>General Cable Corporation (2013 - 2018)



L3Harris
Committees

>None
William M. Brown
Age: 57
Director since Dec. 2011
Employee Director
(not independent)
Qualifications, Skills and Attributes Valuable to L3Harris
>Current role as our Chief Executive Officer and the terms of employment agreement, as well as his leadership and management skills
>Knowledge of complex strategic, operational, management and financial issues faced by a large company with international operations
>Knowledge and expertise related to strategic planning, global supply chain and procurement, productivity and lean manufacturing initiatives, international sales, marketing and operations, domestic and international mergers and acquisitions, regulatory challenges, and enterprise risk management
>Public company board and governance experience


Position, Principal Occupation and Professional Experience
>Chairman of the Board and Chief Executive Officer of L3Harris Technologies, Inc. (since June 29, 2019)
>Chairman of the Board, President and Chief Executive Officer of Harris Corporation (April 2014 - June 28, 2019)
>President and Chief Executive Officer of Harris Corporation (Nov. 2011 - April 2014)
>14-year career in U.S. and international roles at United Technologies Corporation (“UTC”), a diversified global building and aerospace company (1997 - 2011), including Senior Vice President, Corporate Strategy and Development; 5 years as President of UTC’s Fire & Security Division; and President of Asia Pacific Operations of UTC’s Carrier Corporation
>Previously with McKinsey & Company as senior engagement manager and with Air Products and Chemicals, Inc. as project engineer
Other Current/Recent Public Company Directorships
>Celanese Corporation (since 2016)

L3HARRIS 2020 PROXY STATEMENT
10


L3Harris
Committees

>  Ad Hoc Technology
 (Chairperson)
>  Audit
Peter W. Chiarelli
Age: 69
Director since Aug. 2012
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge and expertise in complexities of both U.S. and international militaries, defense communities and defense industries
>Extensive background in military operations and national security
>Experience addressing complex operational and strategic issues, managing significant operating budgets, and handling legislative and public affairs


Position, Principal Occupation and Professional Experience
>Chief Executive Officer, 1560 LLC, a company engaged in public policy and electoral research and analysis (2018 - 2019)
>Chief Executive Officer of One Mind, a non-profit organization bringing together healthcare providers, researchers and academics to cure brain disorders (April 2012 - Jan. 2018)
>General, U.S. Army (Retired), retired in March 2012 after nearly 40 years of service with U.S. Army, commanding troops at all levels from platoon to Multi-National Corps and holding various senior officer positions, including:

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

L3Harris
Committees

>Audit
>Finance
Thomas A. Corcoran
Age: 75
Director since June 29, 2019
(1997 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge of complex operational, management, financial, strategic and governance issues faced by large public companies
>Knowledge and expertise related to global supply chain, manufacturing, human resources, accounting and internal controls, finance and economic analysis and mergers and acquisitions
>Knowledge of, and management experience with, aerospace and defense and technology industries and with the government procurement process, including with major U.S. Department of Defense programs
>Public company board and governance experience


Position, Principal Occupation and Professional Experience
>President, Corcoran Enterprises, LLC, a private management consulting firm (since 2001)
>Senior Advisor, The Carlyle Group, a global alternative asset manager (2001 - 2017)
>President and Chief Executive Officer, Gemini Air Cargo, an aircraft, crew, maintenance and insurance cargo airline (March 2001 - April 2004)
>President and Chief Executive Officer, Allegheny Teledyne Incorporated, a global manufacturer of technically advanced specialty materials and complex components (Oct. 1999 - Dec. 2000)
>President and Chief Operating Officer, Electronic Systems Sector and Space & Strategic Missiles Sector, Lockheed Martin Corporation, a global aerospace, defense, security and advanced technologies company (April 1993 - Sept. 1999)
>26-year career at General Electric in various management positions
Other Current/Recent Public Company Directorships
>Aerojet Rocketdyne Holdings, Inc. (since 2008)
>L3 Technologies, Inc. (1997 - June 28, 2019)

11
L3HARRIS 2020 PROXY STATEMENT



L3Harris
Committees

>   Compensation
>   Nominating and
Governance
Thomas A. Dattilo
Age: 68
Director since Aug. 2001
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge of complex operational, management, financial, strategic and governance issues faced by a large global public company
>Knowledge and expertise related to global supply chain and distribution, mergers and acquisitions, lean manufacturing and related initiatives, international operations, human resources and talent management, accounting and internal controls, and investor relations
>Experience and knowledge related to strategic planning, capital raising, mergers and acquisitions, and economic analysis
>Public company board, governance and executive compensation experience


Position, Principal Occupation and Professional Experience
>Advisor to various private investment firms (currently)
>Chairman and Senior Advisor to Portfolio Group, a privately-held provider of outsourced financial services to automobile dealerships specializing in aftermarket extended warranty and vehicle service contract programs (Jan. 2013 - June 2016)
>Senior Advisor for Cerberus Operations and Advisory Company, LLC, a unit of Cerberus Capital Management, a private investment firm (2007 - 2009)
>Chairman, President and Chief Executive Officer of Cooper Tire & Rubber Company (“Cooper”), which specializes in design, manufacture and sale of passenger car and truck tires (2000 - 2006)
>President and Chief Operating Officer of Cooper (1999 - 2000)
>Previously held senior positions with Dana Corporation, including President of its sealing products group

Other Current/Recent Public Company Directorships
>Solera Holdings, Inc. (2013 - 2016)


L3Harris
Committees

>Ad Hoc
Technology
>Finance
(Chairperson)
Roger B. Fradin
Age: 66
Director since Oct. 2016
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge of complex strategic, operational, financial, management and governance issues faced by a large public company
>Knowledge of domestic and international operations, business development, strategic planning, product development and marketing, technology innovation, corporate finance, mergers and acquisitions, human resources and talent management, accounting and internal controls
>Entrepreneurial background, with experience in driving growth for business and entering new markets, both organically and through acquisitions
>Knowledge and experience in capital markets and finance matters
>Public company board and governance experience


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

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

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

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


■Vice Chairman (2014 - 2017)

■President and Chief Executive Officer, Automation and Controls business unit (2004 - 2014)
■President and Chief Executive Officer, Security and Fire Solutions business unit

Other Current/Recent Public Company Directorships
>Juniper Industrial Holdings, Inc. (since 2019)
>Resideo Technologies, Inc. (since 2018)
>Vertiv Holdings Co (since 2018)
>Pitney Bowes Inc. (2012 - 2019)
>MSC Industrial Direct Co., Inc. (1998 - 2019)



L3HARRIS 2020 PROXY STATEMENT
12


L3Harris
Committees

>Compensation
 (Chairperson)
>Nominating and
 Governance
Lewis Hay III
Age: 64
Director since Feb. 2002
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge of complex strategic, operational, management, regulatory, financial and governance issues faced by a large public company
>Knowledge and expertise related to strategic planning, capital raising, financial planning, enterprise risk management, accounting and internal controls, mergers and acquisitions, and investor relations
>Public company board, governance and executive compensation experience


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


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


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

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


L3Harris
Committees

>Audit
(Chairperson)
>Compensation
Lewis Kramer
Age: 72
Director since June 29, 2019
(2009 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge and experience with complex financial, audit and accounting matters and complex information technology and other systems
>Knowledge of capital structure and related credit and finance matters, enterprise risk management and mergers and acquisitions
>Extensive financial and business knowledge gained while serving as an independent auditor for numerous organizations across many industries
>Public company board, governance and executive compensation experience
>Expertise on functioning of audit committees and internal-control related matters


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


■Global Client Service Partner for worldwide external audit and all other services for major clients
■National Director of Audit Services

Other Current/Recent Public Company Directorships
>Las Vegas Sands Corp. (since 2017)
>L3 Technologies, Inc. (2009 - June 28, 2019)
13
L3HARRIS 2020 PROXY STATEMENT


L3Harris
Committees

>None
Christopher E. Kubasik
Age: 58
Director since June 29, 2019
(2018 including L3 service)
Employee Director
(not independent)
Qualifications, Skills and Attributes Valuable to L3Harris
>Current role as our President and Chief Operating Officer and the terms of his employment agreement, as well as his leadership and management skills
>Knowledge and experience with complex strategic, operational, management and financial issues faced by a large aerospace and defense company with international operations
>Knowledge and experience with complex financial and accounting functions and internal controls, mergers and acquisitions, human resources and talent development
>Broad experience in aerospace, defense, and technology industries and with business development and the government procurement process, as well as deep knowledge of Department of Defense customers
>Public company board and governance experience


Position, Principal Occupation and Professional Experience
>Vice Chairman, President and Chief Operating Officer of L3Harris Technologies, Inc. (since June 29, 2019)
>Chairman, Chief Executive Officer and President of L3 Technologies, Inc. (May 2018 - June 28, 2019)
>Chief Executive Officer and President of L3 Technologies, Inc. (Jan. 2018 - April 2018)
>President and Chief Operating Officer of L3 Technologies, Inc. (Oct. 2015 - Dec. 2017)
>President and Chief Executive Officer of Seabury Advisory Group LLC (now part of Accenture plc), a leading aviation and development professional services firm (March 2014 - Oct. 2015)
>President and Chief Executive Officer of Ackuity Advisors, Inc., an aerospace and defense consulting firm (Jan. 2013 - March 2014)
>Various senior executive positions with Lockheed Martin Corporation (1999 - 2012), a global aerospace, defense, security and advanced technologies company, including Vice Chairman, President and Chief Operating Officer from 2010 to 2012
>17-year career with Ernst & Young LLP, where he was named partner in 1996
Other Current/Recent Public Company Directorships
>L3 Technologies, Inc. (2018 - June 28, 2019)
>Spirit AeroSystems Holdings, Inc. (2013 - 2016)

L3HARRIS 2020 PROXY STATEMENT
14


L3Harris
Committees

>Compensation
>Finance
Rita S. Lane
Age: 57
Director since June 29, 2019
(2018 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge and expertise related to global supply chain and distribution, manufacturing, sales and marketing and complex information technology and related systems
>Knowledge and expertise related to strategic planning, technology innovation and research and development
>Knowledge of complex operational, management, financial and operational issues faced by large global companies
>Public company board and governance experience


Position, Principal Occupation and Professional Experience
>Serves as the Principal at Hajime, LLC, a supply chain advisor for start-up companies (since Jan. 2014)
>Vice President, Operations of Apple Inc., where she oversaw the launch of the iPad® and manufacturing of the Mac® Desktop & Accessories product lines (July 2008 - Jan. 2014)
>Senior Vice President, Integrated Supply Chain and Chief Procurement Officer of Motorola Solutions, Inc. (June 2006 - July 2008)
>14-year career with International Business Machines Corporation serving within the Systems & Personal Computer division and as Vice President, Integrated Supply Chain
>Served for 5 years in the U.S. Air Force as a Captain
Other Current/Recent Public Company Directorships

>Sanmina Corporation (since 2016)
>Signify N.V. (since 2016)
>L3 Technologies, Inc. (2018 - June 28, 2019)




L3Harris
Committees

>Ad Hoc Technology
>Nominating and
Governance
Robert B. Millard
Age: 69
Director since June 29, 2019
(1997 including L3 service)
Lead Independent
Director
(since June 29, 2019)
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge and expertise related to corporate finance, capital raising, financial planning, accounting, mergers and acquisitions, and economic analysis
>Experience and knowledge related to strategic planning, product development, technology innovation, and talent management
>Public company board, governance and executive compensation experience


Position, Principal Occupation and Professional Experience
>Chairman of the Massachusetts Institute of Technology Corporation since 2014
>Held various positions in business, including:


■Managing Director at Lehman Brothers and its predecessors (1976 - 2008)
■Chairman of Realm Partners L.L.C. (2009 - 2014)

Other Current/Recent Public Company Directorships
>Evercore Inc. (since 2012)
>L3 Technologies, Inc. (1997 - June 28, 2019)
15
L3HARRIS 2020 PROXY STATEMENT


L3Harris
Committees

>Ad Hoc Technology
>  Nominating and Governance
(Chairperson)
Lloyd W. Newton
Age: 77
Director since June 29, 2019
(2012 including L3 service)
Independent Director
Qualifications, Skills and Attributes Valuable to L3Harris
>Knowledge and expertise in complexities of U.S. military and defense industry and extensive background in U.S. Department of Defense operations and human resources
>Experience addressing complex organizational and strategic issues, managing significant operating budgets and handling legislative and public affairs
>Knowledge of, and experience with, large aerospace and defense government projects and with the procurement process, including with major U.S. Department of Defense programs, and with complex operations, business development and technology-driven business environments
>Public company board and governance experience

Position, Principal Occupation and Professional Experience
>Executive Vice President, Pratt & Whitney Military Engines, an aerospace manufacturer (Sept. 2000 - March 2006)
>Four-Star General and Commander, U.S. Air Force (Retired), retired in March 2000, after 34 years of service. Responsible for the recruiting, training and education of all Air Force personnel from 1997 until his retirement. Also served as an Air Force congressional liaison officer with the U.S. House of Representatives and was a member of the Air Force’s Air Demonstration Squadron, the Thunderbirds
Other Current/Recent Public Company Directorships
>L3 Technologies, Inc. (2012 - June 28, 2019)
>Torchmark Corporation (2006 - 2018)
DIRECTOR NOMINATION PROCESS
Our Board is responsible for approving nominees to stand for election as directors. Our Nominating and Governance Committee assists in this process, identifying individuals it determines are qualified to become Board members and recommending nominees.
Our Board has a long-standing policy to consider director nominees recommended by shareholders. A shareholder who wishes to recommend a nominee may do so by following the process discussed on page 100. Our Secretary will forward properly submitted shareholder-recommended nominations to the Chairperson of our Nominating and Governance Committee, and such nominations will be evaluated and considered by that committee in the same manner in which it evaluates other proposed nominees.
In addition, the “proxy access” provision of our By-Laws allows an individual eligible shareholder, or a group of no more than 20 eligible shareholders, to nominate and include in our proxy materials candidates for election to our Board under terms that include the following:
>The shareholder or shareholder group must have owned 3% or more of the outstanding shares of our common stock continuously for at least three years.
>The maximum number of proxy access nominees permitted is the greater of two or 20% of our Board (rounded down to the nearest whole number).
>The shareholder(s) and the nominee(s) must satisfy additional eligibility and procedural requirements set forth in Article II, Section 11 of our By-Laws, including that a proxy access nomination notice must be delivered to us within a prescribed time period in advance of our Annual Meeting (see page 100 for the specific timeframe that applies to nominations for our 2021 Annual Meeting of Shareholders) and that all nominees and nominating shareholder(s) provide certain information, representations and agreements to us.
Our Board believes that the proxy access provision of our By-Laws strikes an appropriate balance between providing our shareholders with broad and meaningful access to our proxy materials, on one hand, and requiring sufficient transparency, protecting the interests of all shareholders and ensuring effective governance, on the other hand, and reflects best practices by being broadly consistent with other Standard & Poor’s 500 (“S&P 500”) companies’ proxy access by-laws.
Our Nominating and Governance and Corporate Responsibility Committee generally has retainedexpects to retain a third-party search firm to assist in identifying and/or evaluating potential nominees, and all of our current independent directors have beenwho were previously directors of Harris were identified and/or evaluated using thisthat process.

18
L3HARRIS 2020 PROXY STATEMENT
16

Majority Voting for DirectorsBOARD REFRESHMENT POLICY
Pursuant
As noted above, upon completion of the Merger on June 29, 2019, our Board was reconstituted to our By-Lawsconsist of twelve directors:
>William M. Brown, Chairman and Chief Executive Officer (formerly Harris’ Chairman, President and Chief Executive Officer);

>Christopher E. Kubasik, Vice Chairman, President and Chief Operating Officer (formerly L3’s Chairman, Chief Executive Officer and President);
>Five independent directors from the Harris Board (Sallie B. Bailey, Peter W. Chiarelli, Thomas A. Dattilo, Roger B. Fradin and Lewis Hay III); and
>Five independent directors from the L3 Board (Thomas A. Corcoran, Lewis Kramer, Rita S. Lane, Robert B. Millard and Lloyd W. Newton).
Our Board believes that these twelve directors not only have a diverse mix of backgrounds, skills and Corporate Governance Guidelines, the voting standard applicable for the electionexperience and a track record of driving long-term shareholder value, but, together, also possess a deep and unique understanding of our directors in uncontested elections is a majority voting standard. An uncontested election of directors is an election in which the number of properly nominated nominees does not exceed the number of director positions to be filled. In contested director elections, the plurality voting standard will apply, which means the nominees receiving the greatest numbers of votes will be elected to serve as directors.
To be elected in an uncontested election under a majority voting standard, a director nominee must receive more “For” votes than “Against” votes. Abstentions and any broker non-votes will have no effect in an uncontested election of directors because only votes cast “For” or “Against” a nominee will be counted. If an incumbent director nominee does not receive a greater number of “For” votes than “Against” votes, he or she must promptly offer to tender his or her resignation following certification of the vote. Our Governance and Corporate Responsibility Committee shall consider the resignation offer and shall recommend to our Board the action to be taken. Our Board shall take action within 90 days following certification of the vote, unless such action would cause us to fail to comply with the New York Stock Exchange (“NYSE”) independence or other legal requirements, in which event our Board shall take action as promptly as practicable while continuing to meet such requirements. Our Board also will promptly publicly disclose its decision and the reasons therefor. If our Board does not accept the resignation, the nominee will continue to serve as a director until the next Annual Meeting of Shareholders and until his or her successor shall be duly elected and qualified, or until his or her prior death, retirement, resignation or removal from office. If our Board accepts the resignation, then a majority of our Board, in its sole discretion, may fill any resulting vacancy or may choose not to fill the vacancy and to decrease the size of our Board.
The election of directors at the 2018 Annual Meeting of Shareholders is an uncontested electionbusiness and thus the majority voting standard applies.challenges and opportunities L3Harris faces, and therefore, our Board is well positioned to discharge its responsibilities. Our Board has a favorable balance of shorter and longer tenures and has benefited through new interactions and the accompanying refreshed perspectives.
Director Retirement Policy
We do not impose term limits for directors. It isUnder our retirement policy, that a director who wouldreaches age 75 may not be age 72appointed, re-appointed, nominated or older at the time of election shall not stand for re-election.election or re-election, but may serve out the remainder of his or her then-current term. This policy does not apply to any director designated pursuant to the Merger-related provisions of our Restated Certificate of Incorporation and our By-Laws, until after the third anniversary of the Merger. A director also is expected to offer to tender automatically his or her resignation from the Board in the event of retirement from his or otherher principal position or another significant change in employment position or employer, and ouremployer. Our Board then willwould determine whether such director’s continued Board membership under the new circumstances is in the best interests of HarrisL3Harris and our shareholders, free from conflicts of interest and otherwise appropriate.


17
L3HARRIS 2020 PROXY STATEMENT

CORPORATE
OUR BOARD’S ROLE AND RESPONSIBILITIES AND RELATED MATTERS
GOVERNANCE

Overview
Our Board is responsible for overseeing the management of our business, property and affairs and is focused on the creation of sustainable, long‑term shareholder value. Members of our Board are kept informed of our business through discussions with our Chief Executive Officer (“CEO”) and other executives, by reviewing materials provided to them or requested by them, by visiting our offices and facilities and by participating in meetings of our Board and its committees.
Our Board’s major responsibilities include:
overseeing the conduct of our business and our strategy and reviewing and approving our key strategic and financial objectives and operating plans and other significant actions;
overseeing the management of our business and other enterprise risks;
establishing and maintaining an effective governance structure, including appropriate board composition, planning for board succession and appointing directors to fill Board vacancies between annual meetings of shareholders;
selecting the CEO and electing our corporate officers, evaluating CEO and other executive officer performance, determining executive compensation, planning for CEO succession and monitoring management’s succession planning for other executive officers;
overseeing our ethics and compliance programs; and
overseeing our processes for maintaining the integrity of our financial statements and other public disclosures.
Corporate Governance Guidelines
WOur Board hase have long been focused on and committed to responsible and effective corporate governance in order to enhance the creation of sustainable, long-term shareholder value and to be accountable and responsive to our shareholders. Our Board has adoptedIn support of those goals, we have Corporate Governance Guidelines that trace their history to 19601960. Our Board regularly reviews our Corporate Governance Guidelines and have evolvedupdates them from time to time as regulatory requirements change and been revised over time.governance practices evolve. Our GovernanceNominating and Corporate ResponsibilityGovernance Committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to our Board concerning corporate governance matters. Our Board regularly reviews our Corporate Governance Guidelines and updates them periodically in response to changing regulatory requirements and evolving governance practices.
Our Corporate Governance Guidelines address matters including:a broad set of issues that our Board believes are integral to sound governance practices:

>Board composition
>Director independence

>Selection of Chairman

>Designation and responsibilities of Lead Independent Director
>Selection of Board nominees

>Board membership criteria

>Majority voting for directors

>Director retirement policy

>Other directorships
•
Board composition
>Director compensation

>Stock ownership guidelines

•
>Prohibitions on hedging

•
Director independence
>
•
Prohibition on margin accounts and pledging transactions
•
Selection of Chairman
>
•
Meeting schedules and agenda

•
Designation and responsibilities of Lead Independent Director
>
•
Executive sessions of independent directors
•
Selection of Board nominees
>
•
Access to management

•
Board membership criteria
>
•
Board committees and membership
•
Majority voting for directors
>
•
Board and director responsibilities

•
Director retirement policy
>
•
Director orientation and continuing education
•
Other directorships
>
•
CEO performance evaluation and compensation
•
Director compensation
>
•
Succession planning

•
Stock ownership guidelines
>
•
Board and committee self-evaluations




A copy of our Corporate Governance Guidelines is available on the Corporate Governance section of our website at harris.com/about/www.l3harris.com/corporate-governance.

20OUR BOARD’S ROLE AND RESPONSIBILITIES


Overview
Director Independence
Our Corporate Governance Guidelines require us to have a board of directors with at least two-thirds of independent directors. Our Board is andresponsible for many years has been, comprised of at least two-thirds of independent directors. Our Board has adopted Director Independence Standards to assist inoverseeing the evaluation of the independence of eachmanagement of our directors. Our Board assesses the independence of our directorsbusiness, property and examines the natureaffairs and extent of any relationships between us and our directors, their families and their affiliates. A copy of our Director Independence Standards is availablefocused on the Corporate Governance sectioncreation of sustainable, long-term shareholder value. In addition to participating in Board and committee meetings held at our website at harris.com/about/corporate-governance.
For a director to be considered independent, our Board must affirmatively determine that the director does not have any direct or indirect material relationship with us, other than as a director. A director will not be considered independent if, within the preceding three years:
The director was an employee, or an immediate family member of the director was employed as an executive officer, of Harris, provided that serving as an interim chairman, chief executive officercorporate headquarters or other executive officer does not disqualify the director from being considered independent after that employment relationship has ended;
The director,offices or an immediate family member of the director, received more than $120,000 during any 12-month period in direct compensation from Harris, other than directorlocations and committee fees and pension or other forms of deferred compensation for prior service (provided that such compensation is not contingent in any way on continued service with Harris); except that compensation received by an immediate family member of the director for services as a non-executive employee of Harris or compensation received by the director for service as an interim chairman, chief executive officer or other executive officer need not be considered in determining independence under this test;
The director, or an immediate family member of the director, is or was employed as an executive officer of another company where any of Harris’ present executive officers at the same time served on that company’s compensation committee; or
The director currently is an executive officer of or employed by another company, or an immediate family member of the director currently is employed as an executive officer of such other company, that has made payments to, or received payments from, Harris for property or services (not including contributions to tax exempt organizations) in an amount which, in any single fiscal year of such other company, exceeds the greater of (a) $1 million or (b) 2% of such other company’s consolidated annual gross revenues.
A director also will not be considered independent if:
The director is a current partner with or employed by the present internal or external auditor of Harris, an immediate family member of the director is a current partner of such a firm, an immediate family member of the director is a current employee of such firm and personally works on the Harris audit, or the director or an immediate family member of the director was within the last three years a partner or employee of such firm and personally worked on the Harris audit within such three-year period.
The following relationships will, individually, not be considered to be material relationships that would impair a director’s independence:
If a director of Harris is an executive officer or an employee, or an immediate family member of a director of Harris is an executive officer, of another company that makes payments to, or receives payments from, Harris for property or services in an amount which, in any single fiscal year of such other company, does not exceed the greater of (a) $1 million or (b) 2% of such other company’s consolidated annual gross revenues;
If a director of Harris or an immediate family member of a director of Harris is an executive officer of another company that is indebted to Harris, or to which Harris is indebted, and the total amount of the borrower’s indebtedness to the other company is less than 2% of the consolidated assets of the company where the director or immediate family member serves as an executive officer;
If a director of Harris is an executive officer of another company in which Harris owns an equity interest, and the amount of the equity interest is less than 5% of the total equity of such other company;
If a director of Harris, or the spouse of a director of Harris, serves as a director, officer or trustee of a tax exempt organization, and within the preceding three years, Harris’ or the Harris Foundation’s discretionary contributions to such organization in any single fiscal year of such organization are less than the greater of (a) $1 million or (b) 2% of such organization’s consolidated annual gross revenues; or
If a director or a director’s immediate familyreviewing relevant materials, Board members own Harris shares.

21


Pursuant toinform themselves about our Corporate Governance Guidelines, our Board undertook a review of director independence in August 2018, which included a review of the responses of each director to questions regarding his or her commercial, industrial, banking, consulting, legal, accounting, charitable and family relationships, andbusiness through discussions with the director. Based on the NYSE listing standards and our Director Independence Standards,Chief Executive Officer (“CEO”), our Board has affirmatively determined in its business judgment that each director, with the exception of Mr. Brown, our Chairman of the Board, President and Chief ExecutiveOperating Officer is independent(“COO”) and has no direct or indirect material relationship with Harris,our other than as a director, that impairs the director’s independence.executives, and by visiting our facilities.
Our Board’s Role in Strategy
One of our Board’s major responsibilities is overseeing our strategy and reviewing and approving our key strategic objectives and operating plans. Our Board believes our overall business strategy should be designed with the goalinclude:
>overseeing the conduct of our business and reviewing and approving our long-term strategy, key strategic and financial objectives and operating plans and other significant actions;
>overseeing the management of our business and other enterprise risks;

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

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

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

>overseeing our ethics and compliance programs; and

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

L3HARRIS 2020 PROXY STATEMENT
18

Strategy Oversight
Our Board plays an active role in its oversight ofoverseeing the formulation and implementation of our overall business strategy. As part of our robust annual strategic planning process, our Board dedicates meeting sessions toward the end of aeach fiscal year, for presentations by our senior leadership team and other executives concerningpresent to our Board Company-wide and business unit annual operating plans and three-year strategic plans for the upcoming fiscal year(s). Our Board thoroughly reviews and provides substantive insight and guidance on thethese plans and, subsequently reviews andafter further review sessions, approves the plans, typically during the fourth quarter of the fiscal year.them. Our Board then receives regular updates throughout the year as toon the progress, challenges and risks with respect to execution of the plans.
Our Board also routinely receives updates on and discusses topics of strategic importance to us, such as technology, cybersecurity, enterprise risk management and merger, acquisition and acquisitionportfolio shaping opportunities. Our Board holds executive sessions solely for independent directors, and separately with our CEO and COO present, at each regularly-scheduled Board meeting to discuss strategic matters and other significant business developments.
Our Board’s Role in
Risk ManagementOversight
In fulfilling its responsibility of overseeing the management of our business and other enterprise risks, our Board has approved our use of an enterprise risk management (“ERM”) process administered by management, as described below, and considers risks and related mitigation identified through the ERM process or raised in the context of a range of matters thaton which management reports on to our Board or one of its committees.
Enterprise Risk Management Process
ENTERPRISE RISK MANAGEMENT PROCESS
Our ERM process, among other things, is designed to identify material risks across HarrisL3Harris with input from each business segment and function. Our ERMThis process has been reviewed by our Board and is the subject of oversight and regular review by our Audit Committee. However, the responsibility for the day-to-day management of risk lies with our management, and our managementwhich continually monitors the material risks facing Harris,L3Harris, including strategic risk, financial risk, operational risk, and legal and compliance risk. Under our ERM process, which is coordinated through a cross-functional management committee, various material business risks are regularly identified, assessed and prioritized. The top risks to Harris,L3Harris, which are reflected in an enterprise risk “heat map,” and any mitigation plans associated with those risks, are reported to our Board. In addition, our management ERM committee regularly provides reports to our senior executives to ensure dissemination of information about identified risks to management and throughout Harris.L3Harris. We also manage risk through numerous controls and processes embedded in our operations, and such controls and processeswhich are reviewed from time to time with our Board and/or its relevant committees.
Risks Also Considered in Other Contexts
ALLOCATION OF RISK OVERSIGHT RESPONSIBILITIES
As noted above, our Board also considers risks that are raised in the context of a range ofvarious matters that management reports onmay bring to the attention of our Board or one of its committees, in which case the applicablecommittees. When a committee considers risks, it provides reports regarding such risks to our full Board. Examples of risks considered by our Board and its committees are as follows:shown below:
Full Board – elements of risk related to Company-wide and business unit annual operating plans, three-year strategic plans, cybersecurity, merger and acquisition opportunities, market environment updates, regular financial and operations updates and other strategic discussions.
Audit Committee
>
Full Board – elements of risk related to Company-wide and business unit annual operating plans, three-year strategic plans, cybersecurity, merger, acquisition and portfolio shaping opportunities, market environment updates, regular financial and operations updates and other strategic discussions. – elements of risk related to financial reporting, internal audit, internal control over financial reporting, auditor independence and related areas of accounting, taxation, law and regulation.
Governance and Corporate Responsibility Committee – elements of risk related to corporate governance issues and various aspects of U.S. and international regulatory compliance, ethics, business conduct, social responsibility, environmental, health and safety matters and export/import controls.
Finance
>
Audit Committee– elements of risk related to financial reporting, internal audit, internal control over financial reporting, auditor independence and related areas of accounting, taxation, law and regulation. – elements of risk related to liquidity, financial arrangements, capital structure, ability to access capital markets and the financial and investment aspects of our defined contribution and defined benefit plans.
>
Management Development and Compensation Committee– elements of risk related to compensation policies and practices and talent management and succession planning.
>
Finance Committee – elements of risk related to liquidity, financial arrangements, capital structure, ability to access capital markets and the financial and investment aspects of our defined contribution and defined benefit plans.
>
Nominating and Governance Committee – elements of risk related to corporate governance issues and various aspects of U.S. and international regulatory compliance, ethics, business conduct, social responsibility, environmental, health and safety matters and export/import controls.

19
L3HARRIS 2020 PROXY STATEMENT


Our Board’s Role in Management Succession Planning
As part of its oversight responsibility for management succession planning, our Board annually dedicates at least one meeting each year to a meeting session tocomprehensive review of our management succession strategy and our leadership pipeline for key roles, including the CEO, based on our long-term strategy. Our Board’s Management Development and Compensation Committee facilitates the review session, which includes consideration and assessment of key leadership talent throughout our Company, as well as roles for which it may be necessary to consider external candidates, and our talent strategy for critical positions. The review also includes contingency plans in the event the CEO or another executive officer unexpectedly is unable to serve for any reason, including death or disability. Supporting the review session are broader,includes:
>consideration and assessment of key leadership talent throughout our Company;

>our talent strategy for critical positions, including roles for which it may be necessary to consider external candidates; and

>contingency plans in the event the CEO or another executive officer unexpectedly is unable to serve for any reason, including death or disability.
In addition, management conducts periodic talent reviews that management conductsof all of our business segments and corporate functional areas, which includeincluding discussion of the succession plans for key positions and identification of top talent for development in future leadership roles. These reviews inform and support our Board’s review session. Our Board also receives regular updates on key talent indicators for our overall workforce, including employee engagement, attrition, diversity and inclusion, recruiting and development programs and our broader human capital strategy, and has regular opportunities to observe key leaders and high-potential talent through presentations, meetings and other events. On occasion, various of ourindividual Board members may serve in a mentoring capacity for variousone or more of our executives.
Our Board’s Role in
Ethics, Compliance and Sustainability Oversight
Our Board carries out itshas responsibility for overseeing our ethics and compliance programs and our activities related to corporate citizenship and responsibility and sustainabilitysustainability. This oversight is carried out largely through itsour Board’s Nominating and Governance and Corporate Responsibility Committee. The purposes and responsibilities of our Governance and Corporate Responsibility Committee, are discussed below under “Board Committees and Committee Charters” and include the following:
Assistingwhich assists our Board in overseeing the goals and objectives of our ethics and business conduct program, consistent with sound, ethical business practices and legal requirements;
Assisting our Board in overseeing the goals and objectives of our environmental, health and safety programs;
Assisting our Board in overseeing the goalsprograms and objectives of our charitable, civic, educational and philanthropic activities;activities, and
Reviewing also monitors and takingtakes appropriate action concerningregarding strategic issues and trends relating to environmental, social and governance efforts and corporate citizenship and responsibility including social and political trends and public policy issues that may have an impact oncould affect our operations, financial performance or public image.
In addition to ensuring a commitment to adherence to our Code of Conduct (which is a key aspect For additional details on the role of our ethics and business conduct program, has been in place since 1987 and is described below), our BoardNominating and Governance and Corporate Responsibility Committee, oversaw our achievement of the following accomplishments in fiscal 2018:see page 28.
Improving workplace safety, with reported injuries 45 percent below the industry average;
Reducing waste as well as water and energy usage;CODE OF CONDUCT
Donating millions of dollars and contributing 63,000 employee hours to community programs – with a special emphasis on science, technology, engineering and math (“STEM”) education;
Improving inclusion – increasing the number of women in our executive ranks to 33 percent, with women comprising about one-third and people of color approximately 40 percent of our new college graduate and intern pool; and
Receiving multiple workplace awards, including being named a top five aerospace and defense company workplace.

23


Code of Conduct
All HarrisL3Harris employees, officers and directors and employees, including our CEO, Chief Financial Officer, Principal Accounting Officer and other senior officers, are required to abide by our Code of Conduct originally adopted as our Standards of Business Conduct in 1987, to help ensure that we consistently conduct our business is conducted consistently in an ethical and legal manner. Our Code of Conduct is an important component of a comprehensive business conductethics and compliance program that includes compliance with all laws and corporate policies and procedures, an open relationship among employees that contributes to good business conduct, and an abiding belief that we should conduct all business dealings with integrity, honesty and responsibility.
Our Nominating and Governance Committee assists our Board in fulfilling its oversight responsibility as to our compliance with the goals and objectives in our Code of Conduct by reviewing and taking action regarding compliance processes, standards and controls and reviewing results of relevant audits and investigations. Our Code of Conduct covers manya broad range of topics, including:

>
•
Respect in the workplace

>Health and safety

>Privacy of personally identifiable information

>Avoiding conflicts of interest

>Working with governments

>Commitment to quality

>Preventing bribery and corruption

>Business courtesies

>Fair competition

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

•
Health and safety
>
•
Material non-public information and insider trading

•
Privacy of personally identifiable information
>
•
Communicating HarrisL3Harris information

•
Avoiding conflicts of interest
>
•
Social media

•
Working with governments
>
•
Business records and record management

•
Commitment to quality
>
•
Protecting HarrisL3Harris and customer assets

•
Preventing bribery and corruption
>
•
Political activities and lobbying

>Human rights

>Corporate responsibility



•
Business courtesies
•
Human rights
•
Fair competition
•
Corporate responsibility
•
Exports, imports and trade compliance
Employees are required to report any conduct they believe in good faith to be a violation of our Code of Conduct or policies. Our Code of Conduct is posted on our website at harris.com/content/code-of-conductwww.l3harris.com/corporate-governance and also is available free of charge by written request to our Director,Corporate Ethics and Compliance, Harris Corporation,Office, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919. Any amendment to, or waiver from, our Code of Conduct that is required to be disclosed to shareholders will be posted on our website within four business days following such amendment or waiver.

L3HARRIS 2020 PROXY STATEMENT
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SUSTAINABILITY – ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
As an aerospace and defense company, L3Harris leads, manages and monitors a broad range of ESG impacts, and the following summary focuses on key impacts relevant to our business and to our stakeholders.
Sound Governance, Board Leadership.L3Harris is committed to responsible and effective corporate governance to enhance the creation of sustainable, long-term shareholder value and be accountable and responsive to all stakeholders.
In support of those goals, we have Corporate Governance Guidelines that our Board regularly reviews and updates as regulatory requirements change and governance practices evolve.
Our Board is well positioned to discharge its responsibilities. The members have a diverse mix of backgrounds, skills and experience and a track record of driving long-term shareholder value. They also have a deep and unique understanding of the business and the challenges and opportunities L3Harris faces.
Living Our Values. Our unwavering commitment to the highest ethical standards is a cornerstone of our values and our continued success. We instill the highest standards of performance and behavior in our employees, who sign an annual pledge to never compromise our values in order to achieve business objectives. Our customers, shareholders, suppliers and communities expect nothing less.
Advancing Environmental Sustainability & Compliance. The company’s robust environmental, health and safety (“EH&S”) management system provides the framework for establishing policies and standards, as well as enterprise initiatives to reduce solid waste, water usage and greenhouse gas emissions. The EHS management system follows the guidelines and principles outlined in ISO 14001, OHSAS 18001 and ANSI Z10.
Following the Merger, L3Harris is working to re-baseline company metrics and re-announce our long-term goals with the company’s first ESG Report that will be in accordance with industry standards. We are focused on continuous improvement in order to further reduce greenhouse gas emissions and water usage and increase our solid waste diversion rate from landfill.
Strategies to drive continuous improvement include leveraging our EHS management system, IDENTIFYING AND QUANTIFYING ENERGY-SAVING OPPORTUNIES, INSTALLING MORE ENERGY EFFICIENT INFRASTRUCTURE, CONDUCTING solid waste characterization assessments, and establishing employee-led GreenTeams across the organization.
Ensuring a Safe Workplace. L3Harris is committed to protecting the health and safety of our workers and customers and the environments in the global communities where we operate. By leveraging our EHS management system centered around industry best practices and continuous improvement, we minimize and seek to eliminate exposure to hazards every day to promote an ‘Accept Only Zero’ mindset.
Building a High-Performance Culture: Diversity and Inclusion. Our commitment to speed, innovation and flawless execution is matched only by our dedication to providing every employee with rewarding career opportunities and an inclusive environment.
L3Harris is proud to have eight Employee Resource Groups. These voluntary, employee-led groups connect those with shared values and interests, and host activities focused on professional development, community outreach and employee engagement.
We recognize the importance of gender parity and take our commitment to strengthen the pipeline and create pathways for women to reach leadership positions very seriously.
Our CEO has signed the CEO Action for Diversity and Inclusion and the Catalyst CEO Actions for change, where we commit to advance diversity, build inclusion, empower employees, mitigate bias, advance understanding and drive accountability.
Our efforts to create a welcoming, engaging and inclusive workplace have been externally recognized. L3Harris received 100% on the Human Rights Campaign Corporate Equality Index. In addition, L3Harris was the only aerospace and defense company included on the 2020 Bloomberg Gender Equality Index. Last year, L3Harris was also certified as a Great Place to Work.
Supporting Our Communities. Community investment and outreach is more than a business strategy – it’s about driving positive change in the areas that matter most. L3Harris provides philanthropic support to our communities through strategic investments in STEM (Science, Technology, Engineering and Mathematics) programs that strengthen education and skills of our industry’s next generation, projects aligned with our customers’ missions and opportunities in the community.

This past Veterans’ Day, L3Harris launched a company-wide volunteer initiative, LIFT (L3Harris Investing for Tomorrow), that facilitates employee volunteer service. The launch on Veterans’ Day was celebrated with more than 60 events across the U.S.

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L3HARRIS 2020 PROXY STATEMENT
Communicating With Our Board of Directors
GENERAL COMMUNICATIONS
Shareholders and other persons who wish to communicate with a member or members of our Board, including our Chairman, our Vice Chairman, our Lead Independent Director, the chairperson of any standing committee of our Board or the independent directors as a group, may send an e-mail to the intended recipient(s) c/o our Secretary at corporate.secretary@l3harris.com or may write to the intended recipient(s) c/o our Secretary, L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919. Our Secretary will review each such communication and, if it is related to the duties and responsibilities of our Board and its committees, will forward it to the appropriate recipient(s). A director who receives a communication for which he or she was the intended recipient will determine whether it will be sent to our full Board or a committee thereof.
Our Board has instructed our Secretary not to forward communications that our Secretary deems unduly hostile, threatening, illegal or otherwise inappropriate (such as surveys, spam, junk mail, resumes, service or product inquiries or complaints, solicitations or advertisements). Our Secretary will periodically provide our Board a summary of all communications (other than surveys, spam, etc.) that were not forwarded to the intended recipient(s) and will make those communications available to any director upon request.

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

STOCK OWNERSHIP GUIDELINES FOR NON-EMPLOYEE DIRECTORS
To further align the interests of our non-employee directors and shareholders, our Board has adopted stock ownership guidelines for our non-employee directors, as follows:
>Our non-employee directors are expected to own L3Harris stock or stock equivalent units having a minimum value equal to five times the annual cash retainer for service as a member of our Board.
>Directors are expected to meet these levels within five years after election or appointment to our Board (or five years from the closing of the Merger, in the case of non-employee directors designated by Harris or L3 in connection with the Merger).
Shares owned outright or jointly by the non-employee director and deferred equity awards (on an after-tax basis) credited for the non-employee director under any deferred compensation plan maintained by L3Harris count toward the guidelines. Directors who are retiring and will not be standing for re-election at the next Annual Meeting are no longer subject to the guidelines. As of February 28, 2020, all of our non-employee directors met the stock ownership guidelines or were on track to achieve such ownership within the applicable compliance timeframe.

BOARD LEADERSHIP STRUCTURE
Our Board’s leadership is currently structured as follows:
>a combined position of Chairman of the Board (“Chairman”) and CEO;

L3HARRIS 2020 PROXY STATEMENT
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>a Vice Chairman of the Board (“Vice Chairman”);
>a Lead Independent Director with well-defined duties that support our Board’s oversight responsibilities;
>a robust committee structure comprised solely of independent directors; and
>engaged Board members who are independent (other than our current Chairman and CEO and our current Vice Chairman, President and COO) and who conduct candid and constructive discussions and deliberations.
Board Policy on Chairman and CEO Roles
Our Board elects a Chairman from among the directors and also may appoint a Vice Chairman, as it has done in connection with the Merger. Our Board combines or separates the positions of Chairman and CEO based on what our Board believes best serves the needs of L3Harris and our shareholders at any particular time based on then-existing facts and circumstances. For example, in connection with the transition to Mr. Brown as Harris’ CEO in November 2011, the Harris Board appointed Mr. Dattilo as non-executive Chairman to provide independent leadership during the transition and enable Mr. Brown to concentrate on our business operation. A few years later, the Harris Board re-combined the CEO and Chairman positions and designated Mr. Dattilo as Lead Independent Director.
This history evidences our Board’s proactive commitment to strong corporate governance and appropriate independent oversight of management. Our Board believes it would be fundamentally wrong, however, to permanently and inflexibly separate or combine the positions of Chairman and CEO and remove our Board’s ability to choose the leadership structure that best serves the needs of L3Harris and our shareholders at a given time based on its unique knowledge of the challenges and opportunities L3Harris faces.
Current Board Leadership
Our Board believes the following factors are key to providing it with appropriate opportunities for oversight, discussion and evaluation of L3Harris’ decisions and direction:
>the Lead Independent Director structure;
>the independence of each director, other than Messrs. Brown and Kubasik;
>the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings;
>regularly scheduled executive sessions of independent directors; and
>our directors’ access to management.

Our Lead Independent Director currently is Mr. Millard, whom our Board designated on June 29, 2019 and who succeeds Mr. Hay.
As noted elsewhere, under the terms of the Merger Agreement and the related employment agreements with Mr. Brown and Mr. Kubasik:
>Mr. Brown will serve as our Chairman and CEO through the second anniversary of the Merger, then step down as CEO and continue to serve for one additional year as Chairman. On the third anniversary of the Merger, he will retire as an officer and employee of L3Harris and resign as a member of our Board.
>Mr. Kubasik will serve as Vice Chairman, President and COO through the second anniversary of the Merger (or, if earlier, the date that Mr. Brown ceases to serve as our CEO), at which point he will become our CEO. On the third anniversary of the Merger, Mr. Kubasik will become our Chairman.
The employment agreements with Mr. Brown and Mr. Kubasik are described in “Compensation Discussion and Analysis – Employment Agreements” beginning on page 52.

Our Board believes that its current leadership structure provides independent board leadership and oversight while also benefiting from having Mr. Brown serve as Chairman as well as CEO, and that Mr. Brown has demonstrated the strong leadership and vision necessary to drive our strategies and achieve our objectives while so serving. Our Board believes that Mr. Brown’s in-depth knowledge of our business and its challenges and opportunities, as well as his extensive understanding of our day-to-day operations and his ability to provide insight and direction on important strategic initiatives, make him well-positioned to chair regular Board meetings and to bring key business and stakeholder issues to our Board’s attention.


23
L3HARRIS 2020 PROXY STATEMENT

Role of Lead Independent Director
When our Chairman is not an independent director, our independent directors (by affirmative majority vote) designate one independent Board member to serve as Lead Independent Director. Service as Lead Independent Director generally is for a one-year term commencing on the date of our Annual Meeting of Shareholders. Until the third anniversary of the completion of the Merger, our Lead Independent Director must be a director designated by L3 prior to the Merger, who may be removed as Lead Independent Director prior to that anniversary only with the approval of at least 75% of the other then-serving independent directors.
The responsibilities and authority of our Lead Independent Director include:
>  Presiding at all meetings of our Board at which our Chairman is not present, including executive sessions of our independent directors;
>  Serving as liaison between our Chairman and our independent directors;
>  Approving the information sent to our Board and the meeting agendas for our Board;
>  Approving our Board meeting schedules to assure sufficient time for discussion of all agenda items;
>  Calling meetings of our independent directors;
>  Being available for consultation and direct communication with major shareholders, if they request and consistent with our policies regarding shareholder communications;
>  Providing timely feedback from executive sessions of our independent directors to our CEO or other members of senior management;
>  Playing a key role in the annual CEO and COO evaluation process, together with the Chairperson of our Compensation Committee (or the Chairperson of our Nominating and Governance Committee if the same individual is serving as Lead Independent Director and Chairperson of our Compensation Committee);
>  Playing a key role in our Board’s annual self-evaluation process and related matters, together with the Chairperson of our Nominating and Governance Committee (or the Chairperson of our Compensation Committee if the same individual is serving as Lead Independent Director and Chairperson of our Nominating and Governance Committee);
>  Guiding and playing a key role in the CEO succession planning process; and
>  Other responsibilities and authority as our Board may determine from time to time.
The designation of a Lead Independent Director is not intended to inhibit communications among our directors or between any of them and our Chairman.

The agenda for each regularly scheduled Board meeting includes an executive session of independent directors, which is chaired by our Lead Independent Director. The agenda for each regularly scheduled standing committee meeting (other than quarterly earnings review meetings of our Audit Committee) likewise includes an executive session of independent directors.
An important part of the executive sessions of independent directors of our Board and its standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, which are described below.

Self-Evaluations by our Board and Committees

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

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

For a director to be considered independent, our Board must affirmatively determine that the director does not have any direct or indirect material relationship with us, other than as a director. When assessing the materiality of a director’s relationship with us, our Board will consider the issue not merely from the standpoint of the director, but also from the standpoint of persons

L3HARRIS 2020 PROXY STATEMENT
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or organizations with which the director has an affiliation. Material relationships can include commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, among others.
Pursuant to our Corporate Governance Guidelines, our Board undertook a review of director independence in February 2020, which included a review of the responses of each director to questions regarding his or her commercial, industrial, banking, consulting, legal, accounting, charitable and familial relationships, and discussions with the director. Based on the NYSE listing standards and our Director Independence Standards, our Board has affirmatively determined in its business judgment that each director, with the exception of Mr. Brown, our Chairman and CEO, and Mr. Kubasik, our Vice Chairman, President and COO, is independent and has no direct or indirect material relationship with L3Harris, other than as a director, that impairs the director’s independence.
In connection with its independence determination, our Board considered that we conduct business with the Massachusetts Institute of Technology, where Mr. Millard is chair of the Massachusetts Institute of Technology Corporation. In no instances did the amount received by us or such other organization in our fiscal transition period exceed the greater of $1 million or 1% of either our or such other organization’s consolidated gross revenues. Mr. Millard did not have any interest in these transactions and was not involved in decisions regarding us with respect to these transactions.

L3HARRIS 2020 PROXY STATEMENT
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BOARD COMMITTEES
Our Board currently has four standing committees to assist in discharging its responsibilities: Audit, Compensation, Finance, and Nominating and Governance. Our Board also has an Ad Hoc Technology Committee that provides oversight of technology and innovation processes, initiatives and talent.
Each committee regularly reports its activities and actions to our full Board, generally at the next Board meeting following the committee meeting. Our Board has adopted a written charter for each committee. The charters of our Audit Committee, Compensation Committee and Nominating and Governance Committee comply with the NYSE corporate governance requirements. There are no NYSE requirements with respect to our Finance Committee charter.
Copies of all standing committee charters and our Corporate Governance Guidelines are available on the Corporate Governance section of our website at www.l3harris.com/corporate-governanceand also are available to shareholders upon written request to our Secretary at L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919.
Each standing committee’s principal functions are summarized below, with a more detailed description of purposes and responsibilities contained in its charter (and in our Corporate Governance Guidelines, in the case of our Nominating and Governance Committee).
Audit Committee
Chair
Lewis Kramer
Members
Sallie B. Bailey
Peter W. Chiarelli
Thomas A. Corcoran
Key responsibilities
>Assisting our Board in overseeing, among other things: the quality and integrity of our financial statements; our compliance with relevant legal and regulatory requirements; our internal control over financial reporting; our independent registered public accounting firm’s qualifications and independence; and the performance of our internal audit function and our independent registered public accounting firm.
>Directly appointing, compensating, retaining, terminating and overseeing the work of our independent registered public accounting firm.
>Pre-approving all audit services, internal control-related services and non-audit services to be provided by our independent registered public accounting firm.
>Reviewing and discussing with our independent registered public accounting firm, our internal audit department and our management any major issues regarding accounting principles and financial statement presentations, the effect of regulatory

and accounting initiatives or actions, as well as off-balance sheet structures, on our financial statements, and any major issues concerning the adequacy of our internal controls or special steps adopted in light of any material control deficiencies.
>Discussing guidelines and policies governing management’s risk assessment process.
>Reviewing and discussing our earnings press releases, the types of financial information and earnings guidance we provide, and the types of presentations made by us to analysts and rating agencies.
>Reviewing and discussing quarterly and year-end operating results with our independent registered public accounting firm, our internal audit department and our management; reviewing our interim financial statements prior to their inclusion in our Form 10-Q filings; and recommending to our Board the inclusion of our annual financial statements in our Annual Reports on Form 10-K.
Our Board has determined that each member of our Audit Committee:
>is independent within the meaning of NYSE listing standards, applicable laws and rules and our Director Independence Standards: and
>satisfies the “financial literacy” requirements of NYSE listing standards and has “accounting or related financial management expertise.”
Our Board also has determined that Mr. Kramer and Ms. Bailey each satisfy the “audit committee financial expert” criteria, as that term is defined by Securities and Exchange Commission (“SEC”) rules.


L3HARRIS 2020 PROXY STATEMENT 26

Compensation
Committee

Chair
Lewis Hay III
Members
Thomas A. Dattilo
Lewis Kramer
Rita S. Lane

Key responsibilities

>Reviewing management training, development, organizational structure and succession plans, and recommending to our Board individuals for election as officers, including executive officers.
>Overseeing and reviewing our overall compensation philosophy, establishing the compensation and benefits of our executive officers and administering our equity-based compensation plans.
>Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO and COO, evaluating our CEO’s and COO’s respective performance against those goals and objectives, and together with all independent directors of our Board, determining and approving annual salary, cash and equity incentives and other executive benefits for our CEO and COO based on this evaluation.
>Reviewing and approving the annual salary, cash and equity incentives and other benefits for our other executive officers.
>Reviewing and approving employment, separation, severance and change in control agreements and terms and any special arrangements in the event of termination of employment, death or retirement of executive officers.
>Determining stock ownership guidelines for our CEO, COO, executive officers and other corporate officers and overseeing compliance with such guidelines.
>Overseeing regulatory compliance with applicable executive compensation laws, rules and regulations and with NYSE rules regarding shareholder approval of equity compensation plans.
>Reviewing, in consultation with our Nominating and Governance Committee, responses to shareholder proposals regarding matters falling within the responsibilities and duties of our Compensation Committee.
>Reviewing management’s assessment of the effect on our business of risks from our compensation policies and practices and periodically discussing such matters with management.
>Periodically reviewing our diversity and inclusion efforts.

>Reviewing and discussing the “Compensation Discussion and Analysis” section of our proxy statement with management and making a recommendation to our Board on the inclusion of such section in our proxy statement.
>Retaining and terminating independent executive compensation consultants, including approving such consultants’ fees and other retention terms.

Our Board has determined that each member of our Compensation Committee is independent within the meaning of the NYSE listing standards, applicable laws and rules and our Director Independence Standards.
Our Compensation Committee has delegated to our CEO the authority to grant equity awards to employees who are not executive officers, subject to an annual maximum number of shares underlying the awards that may be granted, and annually reviews these awards.
For additional information regarding the role of our Compensation Committee and our executive compensation process and procedures, including the role of executive officers and compensation consultants in recommending the amount or form of executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 35.

Finance Committee
Chair
Roger B. Fradin
Members
Sallie B. Bailey
Thomas A. Corcoran
Rita S. Lane

Key responsibilities
>Periodically reviewing our financial position, capital structure, working capital, capital transactions, equity investments, debt ratings and other matters relating to our financial condition.
>Reviewing our dividend policy, capital asset plan and share repurchase policy and making recommendations to our Board relating to such policies.
>Overseeing the financial and investment policies and objectives applicable to our material benefit plans.


Our Board has determined that each member of our Finance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.

27  L3HARRIS 2020 PROXY STATEMENT


Nominating and
Governance
Committee
Chair
Lloyd W. Newton
Members
Thomas A. Dattilo
Lewis Hay III
Robert B. Millard

Key responsibilities

>Identifying and recommending qualified individuals for election or re-election to our Board and filling vacancies on our Board.
>Adopting a policy and procedures for considering director candidates recommended by our shareholders.
>Developing, reviewing and recommending to our Board our Corporate Governance Guidelines and monitoring trends and evolving practices in corporate governance.
>Periodically assessing the adequacy of our corporate governance framework, including our Restated Certificate of Incorporation and By-Laws, and recommending changes to our Board for approval, as appropriate.
>Developing, reviewing and recommending to our Board director compensation and benefit plans.
>Reviewing, and making recommendations to our Board concerning, the structure, size, composition and operation of our Board and its committees, including recommending committee assignments.
>Developing, reviewing and recommending to our Board the meeting schedule for our Board and its committees, in consultation with our Lead Independent Director and each committee chairperson.
>Reviewing, and approving or ratifying, related person transactions in accordance with relevant policies.
>Reviewing and making recommendations to our Board regarding shareholder proposals and a process for shareholder communications with our Board.
>Facilitating our Board’s annual self-evaluation of its performance and effectiveness.
>Retaining and terminating independent director compensation consultants, including approving such consultants’ fees and other retention terms.
>Assisting our Board in overseeing our ethics and business conduct program consistent with sound, ethical business practices and legal requirements.
>Assisting our Board in overseeing our environmental, health and safety programs and charitable, civic, educational and philanthropic activities.
>Reviewing and taking appropriate action concerning strategic issues and trends relating to corporate citizenship and responsibility, including social and political trends and public policy issues that may have an impact on our operations, financial performance or public image.
Our Board has determined that each member of our Nominating and Governance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.
For additional information regarding the role of our Nominating and Governance Committee and our director compensation process and procedures, including the role of compensation consultants relating to director compensation, see the “Director Compensation and Benefits” section of this proxy statement beginning on page 30.

Ad Hoc Technology
Committee
Chair
Peter W. Chiarelli
Members
Roger B. Fradin
Robert B. Millard
Lloyd W. Newton

In addition to the four standing committees shown above, our Board also has an Ad Hoc Technology Committee that provides oversight of technology and innovation processes, initiatives and talent.


L3HARRIS 2020 PROXY STATEMENT  28
OTHER GOVERNANCE MATTERS
Meeting Attendance
In our fiscal transition period, our Board of Directors held 4 meetings, and its committees held a total of 13 meetings, and the average attendance of directors at those meetings is shown in the table below.
Fiscal Transition Period Board and Committee Meetings and Attendance
Board / CommitteeNumber of Meetings HeldAverage Meeting Attendance
Board of Directors4100%
Audit Committee5100%
Compensation Committee4100%
Finance Committee1100%
Nominating and Governance Committee2100%
Ad Hoc Technology Committee1100%
Each director attended 100% of the fiscal transition period meetings of our Board and its committees on which he or she served. All of the directors taken together attended 100% of such meetings of our Board and its committees on which they served. In addition to meetings at our corporate headquarters, our Board periodically holds meetings at other facilities and locations.
We typically schedule a Board meeting in conjunction with our Annual Meeting of Shareholders. In the absence of unavoidable conflict, all Board members are expected to attend each Annual Meeting of Shareholders. All of our Board members attended our 2019 Annual Meeting of Shareholders.
Related Person Transaction PolicyAudit Committee
Chair
OurLewis Kramer
Members
Sallie B. Bailey
Peter W. Chiarelli
Thomas A. Corcoran
Key responsibilities
>Assisting our Board in overseeing, among other things: the quality and integrity of our financial statements; our compliance with relevant legal and regulatory requirements; our internal control over financial reporting; our independent registered public accounting firm’s qualifications and independence; and the performance of our internal audit function and our independent registered public accounting firm.
>Directly appointing, compensating, retaining, terminating and overseeing the work of our independent registered public accounting firm.
>Pre-approving all audit services, internal control-related services and non-audit services to be provided by our independent registered public accounting firm.
>Reviewing and discussing with our independent registered public accounting firm, our internal audit department and our management any major issues regarding accounting principles and financial statement presentations, the effect of regulatory

and accounting initiatives or actions, as well as off-balance sheet structures, on our financial statements, and any major issues concerning the adequacy of our internal controls or special steps adopted in light of any material control deficiencies.
>Discussing guidelines and policies governing management’s risk assessment process.
>Reviewing and discussing our earnings press releases, the types of financial information and earnings guidance we provide, and the types of presentations made by us to analysts and rating agencies.
>Reviewing and discussing quarterly and year-end operating results with our independent registered public accounting firm, our internal audit department and our management; reviewing our interim financial statements prior to their inclusion in our Form 10-Q filings; and recommending to our Board the inclusion of our annual financial statements in our Annual Reports on Form 10-K.
Our Board has determined that each member of our Audit Committee:
>is independent within the meaning of NYSE listing standards, applicable laws and rules and our Director Independence Standards: and
>satisfies the “financial literacy” requirements of NYSE listing standards and has adopted“accounting or related financial management expertise.”
Our Board also has determined that Mr. Kramer and Ms. Bailey each satisfy the “audit committee financial expert” criteria, as that term is defined by Securities and Exchange Commission (“SEC”) rules.


L3HARRIS 2020 PROXY STATEMENT 26

Compensation
Committee

Chair
Lewis Hay III
Members
Thomas A. Dattilo
Lewis Kramer
Rita S. Lane

Key responsibilities

>Reviewing management training, development, organizational structure and succession plans, and recommending to our Board individuals for election as officers, including executive officers.
>Overseeing and reviewing our overall compensation philosophy, establishing the compensation and benefits of our executive officers and administering our equity-based compensation plans.
>Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO and COO, evaluating our CEO’s and COO’s respective performance against those goals and objectives, and together with all independent directors of our Board, determining and approving annual salary, cash and equity incentives and other executive benefits for our CEO and COO based on this evaluation.
>Reviewing and approving the annual salary, cash and equity incentives and other benefits for our other executive officers.
>Reviewing and approving employment, separation, severance and change in control agreements and terms and any special arrangements in the event of termination of employment, death or retirement of executive officers.
>Determining stock ownership guidelines for our CEO, COO, executive officers and other corporate officers and overseeing compliance with such guidelines.
>Overseeing regulatory compliance with applicable executive compensation laws, rules and regulations and with NYSE rules regarding shareholder approval of equity compensation plans.
>Reviewing, in consultation with our Nominating and Governance Committee, responses to shareholder proposals regarding matters falling within the responsibilities and duties of our Compensation Committee.
>Reviewing management’s assessment of the effect on our business of risks from our compensation policies and practices and periodically discussing such matters with management.
>Periodically reviewing our diversity and inclusion efforts.

>Reviewing and discussing the “Compensation Discussion and Analysis” section of our proxy statement with management and making a writtenrecommendation to our Board on the inclusion of such section in our proxy statement.
>Retaining and terminating independent executive compensation consultants, including approving such consultants’ fees and other retention terms.

Our Board has determined that each member of our Compensation Committee is independent within the meaning of the NYSE listing standards, applicable laws and rules and our Director Independence Standards.
Our Compensation Committee has delegated to our CEO the authority to grant equity awards to employees who are not executive officers, subject to an annual maximum number of shares underlying the awards that may be granted, and annually reviews these awards.
For additional information regarding the role of our Compensation Committee and our executive compensation process and procedures, including the role of executive officers and compensation consultants in recommending the amount or form of executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 35.

Finance Committee
Chair
Roger B. Fradin
Members
Sallie B. Bailey
Thomas A. Corcoran
Rita S. Lane

Key responsibilities
>Periodically reviewing our financial position, capital structure, working capital, capital transactions, equity investments, debt ratings and other matters relating to our financial condition.
>Reviewing our dividend policy, capital asset plan and share repurchase policy and making recommendations to our Board relating to such policies.
>Overseeing the financial and investment policies and objectives applicable to our material benefit plans.


Our Board has determined that each member of our Finance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.

27  L3HARRIS 2020 PROXY STATEMENT


Nominating and
Governance
Committee
Chair
Lloyd W. Newton
Members
Thomas A. Dattilo
Lewis Hay III
Robert B. Millard

Key responsibilities

>Identifying and recommending qualified individuals for election or re-election to our Board and filling vacancies on our Board.
>Adopting a policy and procedures for the review, approval and ratification of transactions among Harris and our directors and executive officers and their related interests. The policy supplements the conflicts of interest policies set forth in our Code of Conduct and our other internal policies and procedures. Under the related person transaction policy, all related person transactions (as defined in the policy) are to be reviewedconsidering director candidates recommended by our shareholders.
>Developing, reviewing and recommending to our Board our Corporate Governance Guidelines and Corporate Responsibility Committee. Our Governancemonitoring trends and Corporate Responsibility Committee may approve or ratify related person transactions if,evolving practices in its business judgment, it determines thatcorporate governance.
>Periodically assessing the transaction is in, or is not inconsistent with, the best interests of Harris and our shareholders. This may include situations where we provide to or receive from related persons products or services on an arm’s-length basis on terms comparable to those provided to or received from unrelated third parties. Any director who participates in or is the subject of an existing or potential related person transaction may not participate in the approval or ratification decision-making processadequacy of our Governancecorporate governance framework, including our Restated Certificate of Incorporation and Corporate Responsibility Committee.
Under the policyBy-Laws, and consistent with the rules of the Securities and Exchange Commission (“SEC”), a related person transaction is any transaction, arrangement or relationship in which Harris was, is or will be a participant, where the amount involved exceeds $120,000 and in which a related person had, has or will have a direct or indirect material interest. A related person includes any of our directors, nominees for director or executive officers, any person who is known to be the beneficial owner of more than 5% of any class of our common stock, an immediate family member of any person described above and any firm, corporation or other entity controlled by any person described above. The policy requires that each director and executive officer annually complete a questionnaire to identify his or her related interests and persons and notify us ofrecommending changes in that information. Before entering into a proposed related person transaction, the related person or involved business area of Harris is requested to notify our Secretary of the facts and circumstances of the proposed transaction. If the Secretary determines that the proposed transaction is a related person transaction, it shall be submitted to our GovernanceBoard for approval, as appropriate.
>Developing, reviewing and Corporate Responsibility Committee for review and consideration. A related person transaction entered into without our Governance and Corporate Responsibility Committee’s prior approval will not violate this policy or be unenforceable, so long as the transaction is broughtrecommending to our GovernanceBoard director compensation and Corporate Responsibility Committee promptly after it is entered into or after it becomes apparent that the transaction is covered by this policybenefit plans.
>Reviewing, and is ratified by our Governance and Corporate Responsibility Committee.

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Based on its holdings as reported on a Schedule 13G/A filed with the SEC, each of T. Rowe Price Associates, Inc. and BlackRock, Inc. beneficially owned more than 5% of our common stock as of August 31, 2018. T. Rowe Price Associates, Inc. and certain of its affiliates provided asset management services in fiscal 2018 for our Retirement Plan, for which participants paid or will pay approximately $2,700,000. BlackRock, Inc. and certain of its affiliates provided asset management services in fiscal 2018 for certain of our defined contribution and defined benefit plans, for which participants paid or will pay approximately $1,800,000 and we paid or will pay approximately $2,000,000.
The agreements with each of T. Rowe Price Associates, Inc. and BlackRock, Inc. were negotiated on an arm’s-length basis, and the ownership of our common stock plays no role in the business relations between us and T. Rowe Price Associates, Inc. or BlackRock, Inc. In addition, we believe that the agreements represent standard terms and conditions for asset management services. In accordance with our related person transaction policy, our Governance and Corporate Responsibility Committee reviewed, ratified and approved such agreements.
Communications with Members ofmaking recommendations to our Board of Directors
General
Shareholdersconcerning, the structure, size, composition and other persons who wish to communicate with a member or members of our Board, including our Chairman, our Lead Independent Director (if one has been designated), the chairperson of any standing committee of our Board or the independent directors as a group, may send an e-mail to the intended recipient(s) c/o our Secretary at corporate.secretary@harris.com or may write to the intended recipient(s) c/o our Secretary, Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919. Our Secretary will review each such communication and, if it is related to the duties and responsibilitiesoperation of our Board and its committees, it will be forwardedincluding recommending committee assignments.
>Developing, reviewing and recommending to the appropriate recipient(s).
Our Board has instructed our Secretary not to forward communications our Secretary deems unduly hostile, threatening, illegal or similarly inappropriate (such as surveys, spam, junk mail, resumes, service or product inquiries or complaints, solicitations or advertisements). Our Secretary will periodically provide our Board a summary of all communications received that were not forwarded to the intended recipient(s) (other than surveys, spam, junk mail, resumes, service or product inquiries or complaints, solicitations or advertisements)meeting schedule for our Board and will make those communications available to any director upon request.
Our Chairman,its committees, in consultation with our Lead Independent Director (if one has been designated)and each committee chairperson.
>Reviewing, and approving or other director in receipt of a communication for which he or she was the intended recipient will determine whether it will be sent to our full Board or a committee. If a communication is determined to be a complaint or concern pertaining to accounting, internal control or auditing matters, it will be handledratifying, related person transactions in accordance with the procedures discussed below under “Accounting, Internal Control, Auditingrelevant policies.
>Reviewing and Certain Other Matters.”
Accounting, Internal Control, Auditing and Certain Other Matters
Our Audit Committee has established procedures for the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls or auditing matters, financial reporting or disclosure matters, and other matters relating to actual, alleged or potential violations of any law, rule or regulation relating to securities or to fraud against shareholders. Any of our employees may communicate concerns about any of these matters to such employee’s supervisor, manager or ethics advisor, or to the Vice President, Internal Audit and Compliance or the Director, Ethics and Compliance or certain other individuals, or on a confidential and anonymous basis by way of e-mail or our toll-free hotline numbers listed on our website and in our Code of Conduct. Other persons with such complaints or concerns may contact our Vice President, Internal Audit and Compliance or Director, Ethics and Compliance at 1025 West NASA Boulevard, Melbourne, Florida 32919. Upon receipt of a complaint or concern, a determination will be made whether it pertains to accounting, internal control, auditing, financial reporting or disclosure matters, and if it does, it will be handled in accordance with the procedures established by our Audit Committee. A copy of these procedures is available on the Corporate Governance section of our website at harris.com/about/corporate-governance.
Stock Ownership Guidelines for Non-Employee Directors
To further align the interests of our non-employee directors and shareholders, our Board has adopted stock ownership guidelines for our non-employee directors. Our non-employee directors are expected to own, within five years after election or appointmentmaking recommendations to our Board Harris stock or stock equivalent units havingregarding shareholder proposals and a minimum value of $500,000. As of August 31, 2018, all of our non-employee directors met the stock ownership guidelines or were on track to achieve such ownership within the applicable compliance timeframe. Directors who are retiring and will not be standing for re-election at the next Annual Meeting are no longer subject to the guidelines.


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OUR BOARD’S STRUCTURE AND PROCESSES
Board Leadership Structure and Lead Independent Director
Our Board’s leadership is currently structured as follows:
•a combined position of Chairman of the Board (“Chairman”) and CEO;
•a Lead Independent Director with well-defined duties that support our Board’s oversight responsibilities;
•a robust standing committee structure comprised solely of independent directors; and
engaged Board members who are independent (other than our current Chairman, President and CEO) and who conduct candid and constructive discussions and deliberations.
Our Board elects a Chairman from among the directors. Our Board combines or separates the positions of Chairman and CEO based on what its members believe best serves the needs of Harris and our shareholders at any particular time based on then-existing facts and circumstances. Although our Board generally has combined the positions of Chairman and CEO and designated a Lead Independent Director, our Board determined to separate the positions of Chairman and CEO in connection with the CEO transition to Mr. Brown in November 2011 and appointed Mr. Dattilo as non-executive Chairman, effective January 1, 2012, to provide our Board with independent leadership during the CEO transition and enable Mr. Brown as incoming CEO to concentrate on our business operations. In April 2014, our Board determined to adopt its current structure by combining the positions of Chairman and CEO and electing Mr. Brown as Chairman and CEO, and designating Mr. Dattilo as Lead Independent Director. Mr. Dattilo served as Lead Independent Director until our Board designated Mr. Growcock as Lead Independent Director in October 2016. In connection with Mr. Growcock’s retirement from our Board at the 2018 Annual Meeting of Shareholders, our Board anticipates designating a different independent director to serve as Lead Independent Director following the 2018 Annual Meeting of Shareholders.
Our Board believes that its current leadership structure provides independent board leadership and oversight while also benefiting from having Mr. Brown also serve as Chairman following his transition as incoming CEO, during which he demonstrated the strong leadership and vision necessary to drive Harris’ strategies and achieve Harris’ objectives. Our independent directors believe Mr. Brown’s in-depth knowledge of our businesses and their challenges and opportunities, as well as his extensive understanding of our day-to-day operations and his ability to provide insight and direction on important strategic initiatives, make him well positioned to chair regular Board meetings and to bring key business and stakeholder issues to our Board’s attention.
Our Board believes the following are certain key factors providing our Board appropriate opportunities for oversight, discussion and evaluation of Harris’ decisions and direction:
•the Lead Independent Director structure;
•the independence of each director, other than Mr. Brown;
the ability of independent directors to participate in the agenda-setting process for our Board and committee meetings;
•regularly scheduled executive sessions of independent directors; and
•our directors’ access to management.
The actions by our Board in changing its leadership structure in connection with the CEO transition process, without a mandated separation of the Chairman and CEO positions or a requirement for an independent Chairman, evidence our Board’s proactive commitment to strong corporate governance and appropriate independent oversight of management. Our Board believes it is fundamentally wrong, however, to permanently and inflexibly separate or combine the positions of Chairman and CEO and remove our Board’s ability to evaluate and change the structure of our Chairman and CEO positions, as and when appropriate, to best serve the needs of Harris and our shareholders based on then-existing facts and circumstances. Our Board believes that its members possess considerable experience and unique knowledge of the challenges and opportunities Harris faces, and therefore, are in the best position to evaluate the needs of Harris and how best to organize the capabilities of our directors and senior management to meet those needs.

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Lead Independent Director
At all times while our Chairman is not independent, our independent directors, by the affirmative vote of a majority of all independent directors, will designate one of our independent Board members to serve as Lead Independent Director. The responsibilities and authority of our Lead Independent Director include:
Presiding at all meetings of our Board at which our Chairman is not present, including executive sessions of our independent directors;
Serving as liaison between our Chairman and our independent directors;
Approving the information sent to our Board and the meeting agendas for our Board;
Approving our Board meeting schedules to assure sufficient time for discussion of all agenda items;
Calling meetings of our independent directors;
Ensuring that he or she is available, when appropriate, for consultation and direct communication consistentshareholder communications with our policies regarding shareholder communications, if requested by major shareholders;Board.
Providing timely feedback from executive sessions of our independent directors to our CEO or other members of senior management;
Playing a key role in the annual CEO evaluation process, together with the Chairperson of our Management Development and Compensation Committee (or the Chairperson of our Governance and Corporate Responsibility Committee if the same individual is serving as Lead Independent Director and Chairperson of our Management Development and Compensation Committee);
Playing a key role in
>Facilitating our Board’s annual self-evaluation processof its performance and related matters, together with the Chairperson of our Governanceeffectiveness.
>Retaining and Corporate Responsibility Committee (or the Chairperson of our Management Developmentterminating independent director compensation consultants, including approving such consultants’ fees and Compensation Committee if the same individual is serving as Lead Independent Director and Chairperson of our Governance and Corporate Responsibility Committee);other retention terms.
Guiding and playing a key role in the CEO succession planning process;
>Assisting with the recruitment of director candidates, when applicable;
Serving as spokesperson for our Board when appropriate, it being understood thatin overseeing our CEO is the primary spokesperson forethics and business conduct program consistent with sound, ethical business practices and legal requirements.
>Assisting our Board in overseeing our environmental, health and us;safety programs and
Other responsibilities charitable, civic, educational and authority as our Board may determine from time to time.
The designation of a Lead Independent Director is not intended to inhibit communications among our directors or between any of them and our Chairman. Our Lead Independent Director will serve a two-year term that generally will commence on the date of our annual meeting of shareholders. Unless our independent directors shall determine otherwise due to particular circumstances, no independent director will serve as Lead Independent Director for more than two consecutive two-year terms. Our Lead Independent Director may be removed from the position by the affirmative vote of a majority of all independent directors.
Our Lead Independent Director currently is Mr. Growcock, whom our Board designated in October 2016, as noted above. In connection with Mr. Growcock’s retirement from our Board at the 2018 Annual Meeting of Shareholders, our Board anticipates designating a different independent director to serve as Lead Independent Director following the 2018 Annual Meeting of Shareholders.
Board Committees and Committee Charters
Our Board currently has the following 4 standing committees to assist in discharging its responsibilities:
•Audit Committee;
•Governance and Corporate Responsibility Committee;
•Finance Committee; and
•Management Development and Compensation Committee.
The committees regularly report their activities and actions to our full Board, generally at the next Board meeting following the committee meeting. Our Board has adopted a written charter for each committee. The charter of each of our Audit Committee, Governance and Corporate Responsibility Committee and Management Development and Compensation Committee complies with the NYSE corporate governance requirements. There are no NYSE requirements with respect to our Finance Committee charter. Copies of all such charters and our Corporate Governance Guidelines are available on the Corporate Governance section of our website at harris.com/about/corporate-governance and also are available to shareholders free of charge upon written request to our Secretary at Harris Corporation, 1025 West NASA Boulevard, Melbourne, Florida 32919. The principal functions of each standing committee are summarized below.

philanthropic activities.
27
>Reviewing and taking appropriate action concerning strategic issues and trends relating to corporate citizenship and responsibility, including social and political trends and public policy issues that may have an impact on our operations, financial performance or public image.

Our Board has determined that each member of our Nominating and Governance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.
For additional information regarding the role of our Nominating and Governance Committee and our director compensation process and procedures, including the role of compensation consultants relating to director compensation, see the “Director Compensation and Benefits” section of this proxy statement beginning on page 30.

Ad Hoc Technology
Committee
Chair
Peter W. Chiarelli
Members
Roger B. Fradin
Robert B. Millard
Lloyd W. Newton

In addition to the four standing committees shown above, our Board also has an Ad Hoc Technology Committee that provides oversight of technology and innovation processes, initiatives and talent.


L3HARRIS 2020 PROXY STATEMENT  28
OTHER GOVERNANCE MATTERS
Meeting Attendance
In our fiscal transition period, our Board of Directors held 4 meetings, and its committees held a total of 13 meetings, and the average attendance of directors at those meetings is shown in the table below.
Fiscal Transition Period Board and Committee Meetings and Attendance
Board / CommitteeNumber of Meetings HeldAverage Meeting Attendance
Board of Directors4100%
Audit Committee5100%
Compensation Committee4100%
Finance Committee1100%
Nominating and Governance Committee2100%
Ad Hoc Technology Committee1100%
Each director attended 100% of the fiscal transition period meetings of our Board and its committees on which he or she served. All of the directors taken together attended 100% of such meetings of our Board and its committees on which they served. In addition to meetings at our corporate headquarters, our Board periodically holds meetings at other facilities and locations.
We typically schedule a Board meeting in conjunction with our Annual Meeting of Shareholders. In the absence of unavoidable conflict, all Board members are expected to attend each Annual Meeting of Shareholders. All of our Board members attended our 2019 Annual Meeting of Shareholders.
Audit Committee
Our Audit Committee oversees our independent registered public accounting firm and accounting and internal control matters. Our Audit Committee also assistsChair
Lewis Kramer
Members
Sallie B. Bailey
Peter W. Chiarelli
Thomas A. Corcoran
Key responsibilities
>Assisting our Board in fulfilling its responsibilities to oversee,overseeing, among other things:
•The the quality and integrity of our financial statements;
•Our our compliance with relevant legal and regulatory requirements;
•Our our internal control over financial reporting;
•Our our independent registered public accounting firm’s qualifications and independence; and
•The the performance of our internal audit function and our independent registered public accounting firm.
The purposes and responsibilities of our Audit Committee also include:
>Directly appointing, compensating, retaining, terminating and overseeing the work of our independent registered public accounting firm;firm.
>Pre-approving or adopting appropriate procedures to pre-approve, all audit services, internal control-related services and non-audit services to be provided by our independent registered public accounting firm;firm.
>Reviewing and discussing with our independent registered public accounting firm, our internal audit department and our management (i) any major issues regarding accounting principles and financial statement presentations, including any significant changes in the selection or application of accounting principles, (ii) the effect of regulatory

and accounting initiatives or actions, applicable to us, as well as off-balance sheet structures, on our financial statements, and (iii) any major issues concerning the adequacy of our internal controls and anyor special steps adopted in light of any material control deficiencies;deficiencies.
>Discussing guidelines and policies governing the process by which our management assesses and manages exposure tomanagement’s risk including key credit risks, liquidity risks, market risks, financial risks and operational risks;assessment process.
>Reviewing and discussing our earnings press releases, including the use of “pro forma,” “adjusted” or other non-GAAP financial measures, and the types of financial information and earnings guidance provided,we provide, and the types of presentations made by us to analysts and rating agencies; andagencies.
>Reviewing and discussing quarterly and year-end operating results with our independent registered public accounting firm, our internal audit department and our management quarterly and year-end operating results,management; reviewing our interim financial statements prior to their inclusion in our Quarterly Reports on Form 10-Q filings; and recommending to our Board the inclusion of our annual financial statements in our Annual Reports on Form 10-K.
A more detailed description of our Audit Committee’s purposes and responsibilities is contained in its charter.
Our Board has determined that each member of our Audit Committee:
Our Board has determined in its business judgment that each member of our Audit Committee
>is independent within the meaning of the NYSE listing standards, the Sarbanes-Oxley Act of 2002applicable laws and related SEC rules and our Director Independence Standards.Standards: and
Our Board also has determined in its business judgment that each member of our Audit Committee
>satisfies the “financial literacy” requirements of the NYSE listing standards and has “accounting or related financial management expertise”expertise.”
Our Board also has determined that Mr. Kramer and Ms. Bailey each satisfy the “audit committee financial expert” criteria, as that term is defined by Securities and Exchange Commission (“SEC”) rules.


L3HARRIS 2020 PROXY STATEMENT 26
Table of Contents

Compensation
Committee

Chair
Lewis Hay III
Members
Thomas A. Dattilo
Lewis Kramer
Rita S. Lane

Key responsibilities

>Reviewing management training, development, organizational structure and that Gregory T. Swienton, Chairpersonsuccession plans, and recommending to our Board individuals for election as officers, including executive officers.
>Overseeing and reviewing our overall compensation philosophy, establishing the compensation and benefits of our Audit Committee,executive officers and eachadministering our equity-based compensation plans.
>Reviewing and approving corporate goals and objectives relevant to the compensation of Messrs. Chiarelli, Dattilo, Fradinour CEO and Growcock satisfyCOO, evaluating our CEO’s and COO’s respective performance against those goals and objectives, and together with all independent directors of our Board, determining and approving annual salary, cash and equity incentives and other executive benefits for our CEO and COO based on this evaluation.
>Reviewing and approving the “audit committee financial expert” criteria, as that term is defined by SECannual salary, cash and equity incentives and other benefits for our other executive officers.
>Reviewing and approving employment, separation, severance and change in control agreements and terms and any special arrangements in the event of termination of employment, death or retirement of executive officers.
>Determining stock ownership guidelines for our CEO, COO, executive officers and other corporate officers and overseeing compliance with such guidelines.
>Overseeing regulatory compliance with applicable executive compensation laws, rules and is independent of Harris.
Our Audit Committee held 8 meetings in fiscal 2018, including meeting regularly with Ernst & Young LLP and our internal auditors, both privatelyregulations and with NYSE rules regarding shareholder approval of equity compensation plans.
>Reviewing, in consultation with our Nominating and Governance Committee, responses to shareholder proposals regarding matters falling within the responsibilities and duties of our Compensation Committee.
>Reviewing management’s assessment of the effect on our business of risks from our compensation policies and practices and periodically discussing such matters with management.
>Periodically reviewing our diversity and inclusion efforts.

>Reviewing and discussing the “Compensation Discussion and Analysis” section of our proxy statement with management present.and making a recommendation to our Board on the inclusion of such section in our proxy statement.
>Retaining and terminating independent executive compensation consultants, including approving such consultants’ fees and other retention terms.

Our Board has determined that each member of our Compensation Committee is independent within the meaning of the NYSE listing standards, applicable laws and rules and our Director Independence Standards.
Our Compensation Committee has delegated to our CEO the authority to grant equity awards to employees who are not executive officers, subject to an annual maximum number of shares underlying the awards that may be granted, and annually reviews these awards.
For additional information regarding the role of our Compensation Committee and our executive compensation process and procedures, including the role of executive officers and compensation consultants in recommending the amount or form of executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 35.

Finance Committee
Chair
Roger B. Fradin
Members
Sallie B. Bailey
Thomas A. Corcoran
Rita S. Lane

Key responsibilities
>Periodically reviewing our financial position, capital structure, working capital, capital transactions, equity investments, debt ratings and other matters relating to our financial condition.
>Reviewing our dividend policy, capital asset plan and share repurchase policy and making recommendations to our Board relating to such policies.
>Overseeing the financial and investment policies and objectives applicable to our material benefit plans.


28

Our Board has determined that each member of our Finance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.

27  L3HARRIS 2020 PROXY STATEMENT


Nominating and
Governance and Corporate Responsibility
Committee
The purposes and responsibilities of our Governance and Corporate Responsibility Committee include:Chair
Lloyd W. Newton
Members
Thomas A. Dattilo
Lewis Hay III
Robert B. Millard

Key responsibilities

>Identifying individuals determined by the Committee to be qualified to become a Board member consistent with criteria approved by our Board, and recommending that our Board select the nomineesqualified individuals for election or re-election as applicable,to our Board and fillfilling vacancies on our Board;Board.
>Adopting a policy and procedureprocedures for consideration of each candidate to serve as aconsidering director candidates recommended by our shareholders;shareholders.
>Developing, reviewing and recommending to our Board our Corporate Governance Guidelines and monitoring trends and evolving practices in corporate governance;governance.
>Periodically assessing the adequacy of our corporate governance framework, including our Restated Certificate of Incorporation and By-Laws, and recommending changes to our Board for approval, as appropriate;appropriate.
>Developing, reviewing and recommending to our Board director compensation and benefit plans;plans.
>Reviewing, and making recommendations to our Board concerning, the structure, size, composition and operation of our Board and its committees;
Recommending establishment or elimination of committees, of our Board andincluding recommending committee assignments;assignments.
In consultation with each committee chairperson and our Lead Independent Director (if one has been designated), setting meeting schedules for our Board and developing,
>Developing, reviewing and recommending to our Board the meeting schedule of regular meetings offor our Board and its committees;committees, in consultation with our Lead Independent Director and each committee chairperson.
>Reviewing, and approving or ratifying, related person transactions in accordance with relevant policies;policies.
>Reviewing and making recommendations to our Board regarding shareholder proposals and a process for shareholder communications with our Board;Board.
>Facilitating our Board’s annual self-evaluation of its performance and effectiveness;effectiveness.
>Retaining (after considering the independence and any potential conflicts of interest of director compensation consultants) and terminating independent director compensation consultants, including approving such consultants’ fees and other retention terms;terms.
>Assisting our Board in overseeing the goals and objectives of our ethics and business conduct program consistent with sound, ethical business practices and legal requirements;requirements.
>Assisting our Board in overseeing the goals and objectives of our environmental, health and safety programs;
Assisting our Board in overseeing the goalsprograms and objectives of our charitable, civic, educational and philanthropic activities; andactivities.
>Reviewing and taking appropriate action concerning strategic issues and trends relating to corporate citizenship and responsibility, including social and political trends and public policy issues that may have an impact on our operations, financial performance or public image.
A more detailed description of our Governance and Corporate Responsibility Committee’s purposes and responsibilities is contained in its charter and our Corporate Governance Guidelines.
Our Board has determined that each member of our Nominating and Governance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards.
For additional information regarding the role of our Nominating and Governance Committee and our director compensation process and procedures, including the role of compensation consultants relating to director compensation, see the “Director Compensation and Benefits” section of this proxy statement beginning on page 30.

Ad Hoc Technology
For additional information regarding the role of our Governance and Corporate Responsibility Committee and our director compensation process and procedures, including the role of compensation consultants relating to director compensation, see the “Director Compensation and Benefits” section of this proxy statement beginning on page 32.
Chair
Our Board has determined in its business judgment that each member of our Governance and Corporate Responsibility Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards. Our Governance and Corporate Responsibility Committee held 6 meetings in fiscal 2018.Peter W. Chiarelli
Members
Finance Committee
Our Finance Committee is authorized to review periodically our financial position, capital structure, working capital, capital transactions, debt ratings, and the financial and investment aspects of our benefit plans, including our defined contribution and defined benefit plans. Our Finance Committee annually reviews and approves our capital investment plan and capital expenditures. Our Finance Committee also reviews our dividend policy and share repurchase policy and makes recommendations to our Board relating to such policies, and reviews and oversees our benefit plan funding policy. A more detailed description of our Finance Committee’s purposes and responsibilities is contained in its charter. Our Board has determined in its business judgment that each member of our Finance Committee is independent within the meaning of the NYSE listing standards and our Director Independence Standards. Our Finance Committee held 4 meetings in fiscal 2018.
Roger B. Fradin

Robert B. Millard
29Lloyd W. Newton

In addition to the four standing committees shown above, our Board also has an Ad Hoc Technology Committee that provides oversight of technology and innovation processes, initiatives and talent.


L3HARRIS 2020 PROXY STATEMENT  28

Management Development and Compensation Committee
The purposes and responsibilities of our Management Development and Compensation Committee include:
Reviewing plans for our management training, development, organizational structure and succession, and recommending to our Board for its approval individuals for election as executive officers and other corporate officers;
Overseeing and reviewing our overall compensation philosophy and establishing the compensation and benefits of our executive officers;
Reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and together with all independent directors of our Board, determining and approving our CEO’s annual salary, cash and equity incentives and other benefits based on this evaluation;
Reviewing and approving the annual salary, cash and equity incentives and other benefits of our other executive officers;
Reviewing and approving the use and the terms of employment, separation, severance and change in control agreements and any special arrangements in the event of termination of employment, death or retirement of executive officers (together, in the case of our CEO, with all independent directors of our Board);
Administering our equity-based compensation plans;
Determining stock ownership guidelines for our CEO, executive officers and other corporate officers and overseeing compliance with such guidelines;
Reviewing and discussing the “Compensation Discussion and Analysis” section in this proxy statement with our management and making a recommendation to our Board on the inclusion of the “Compensation Discussion and Analysis” section in this proxy statement; and
Retaining (after considering the independence and any potential conflicts of interest of compensation consultants) and terminating executive compensation consultants, including approving such consultants’ fees and other retention terms.
A more detailed description of our Management Development and Compensation Committee’s purposes and responsibilities is contained in its charter.
Our Management Development and Compensation Committee has delegated to our CEO the authority to grant equity awards to employees who are not executive officers, subject to an annual maximum number of shares underlying the awards that may be granted, and annually reviews these awards.
For additional information regarding the role of our Management Development and Compensation Committee and our executive compensation process and procedures, including the role of executive officers and compensation consultants in recommending the amount or form of executive compensation, see the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 38.
Our Board has determined in its business judgment that each member of our Management Development and Compensation Committee is independent within the meaning of the NYSE listing standards, SEC rules and our Director Independence Standards. Our Management Development and Compensation Committee held 6 meetings in fiscal 2018.
Executive Sessions of Independent Directors and Self-Evaluations
Our Board and its standing committees meet throughout the year on a set schedule and also hold special meetings and may act by written consent from time to time as appropriate. Executive sessions of independent directors are provided for in the agenda for each regularly scheduled Board meeting. Our Lead Independent Director chairs these executive sessions of independent directors. Executive sessions of independent directors also are provided for in the agenda for each regularly scheduled standing committee meeting (other than quarterly earnings review meetings of our Audit Committee).
An important part of the executive sessions of independent directors of our Board and its standing committees is the discussion of results from the annual self-evaluations undertaken by our Board and its standing committees, the design of which is for continuous improvement in performance and effectiveness. Our Governance and Corporate Responsibility Committee facilitates our Board’s annual self-evaluation.

30


Board Refreshment
A key recent focus of our both our Board and Governance and Corporate Responsibility Committee meetings, including executive sessions, has been Board composition and director qualifications, skills and attributes in preparation for director retirements in accordance with our director retirement policy. Over the next 3 years, our Board expects to undertake significant refreshment efforts in connection with 4 director retirements in accordance with our policy, which will result in lower average director tenure. Indeed, this process has already begun, with Messrs. Albaugh and Fradin joining our Board in 2016; our Board appointing Ms. Bailey, a chief financial officer with finance and accounting experience, among other skills and attributes, as a director in April 2018 for a term expiring at the 2018 Annual Meeting of Shareholders; and Mr. Growcock and Dr. Stoffel retiring from our Board effective at the 2018 Annual Meeting of Shareholders.
Fiscal 2018
OTHER GOVERNANCE MATTERS
Meeting Attendance
In our fiscal transition period, our Board of Directors held 4 meetings, and its committees held a total of 13 meetings, and the average attendance of directors at those meetings is shown in the table below.
Fiscal Transition Period Board and Committee Meetings and Attendance
Board / CommitteeNumber of Meetings HeldAverage Meeting Attendance
Board of Directors4100%
Audit Committee5100%
Compensation Committee4100%
Finance Committee1100%
Nominating and Governance Committee2100%
Ad Hoc Technology Committee1100%
Each director attended 100% of the fiscal transition period meetings of our Board and its committees on which he or she served. All of the directors taken together attended 100% of such meetings of our Board and its committees on which they served. In addition to meetings at our corporate headquarters, our Board periodically holds meetings at other facilities and locations.
We typically schedule a Board meeting in conjunction with our Annual Meeting of Shareholders. In the absence of unavoidable conflict, all Board members are expected to attend each Annual Meeting of Shareholders. All of our Board members attended our 2019 Annual Meeting of Shareholders.
Related Person Transaction Policy
Our Board has adopted a written policy and procedures for the review, approval and ratification of transactions among L3Harris and our directors and executive officers and their related interests. The policy supplements the conflicts of interest policies set forth in our Code of Conduct and our other internal policies and procedures. Under the related person transaction policy, all related person transactions are to be reviewed by our Nominating and Governance Committee. Our Nominating and Governance Committee may approve or ratify a related person transaction if, in its business judgment, it determines that the transaction is in, or is not inconsistent with, the best interests of L3Harris and our shareholders. This may include situations where we provide to or receive from related persons products or services on an arm’s-length basis on terms comparable to those provided to or received from unrelated third parties. Any director who participates in or is the subject of an existing or potential related person transaction may not participate in the review, approval or ratification of the related person transaction.
Under the policy and consistent with SEC rules, a related person transaction is any transaction, arrangement or relationship in which L3Harris was, is or will be a participant, where the amount involved exceeds $120,000 and in which a related person had, has or will have a direct or indirect material interest. A related person includes any of our directors, nominees for director or executive officers, any person who is known to be the beneficial owner of more than 5% of any class of our common stock, an immediate family member of any person described above and any firm, corporation or other entity controlled by any person described above. The policy requires that each director and executive officer annually complete a questionnaire to identify his or her related interests and persons and notify us of changes to that information. Before entering into a proposed related person transaction, the related person or involved business area of L3Harris is requested to notify our Secretary of the facts and circumstances of the proposed transaction. If the Secretary determines that the proposed transaction is a related person transaction, it shall be submitted to our Nominating and Governance Committee for review and consideration. A related person transaction entered into without our Nominating and Governance Committee’s prior approval will not violate this policy or be unenforceable, so long as the transaction is brought to our Nominating and Governance Committee promptly after it is entered into or after it becomes apparent that the transaction is covered by this policy and is ratified by our Nominating and Governance Committee.
Based on its holdings as reported on a Schedule 13G/A filed with the SEC, each of The Vanguard Group and BlackRock, Inc. beneficially owned more than 5% of our common stock as of February 28, 2020. The Vanguard Group and certain of its affiliates provided asset management services in our fiscal transition period for our defined contribution and defined benefit plans, for which participants paid or will pay approximately $57,289. BlackRock, Inc. and certain of its affiliates provided asset management services in our fiscal transition period for certain of our defined contribution and defined benefit plans, for which participants paid or will pay approximately $799,891. 

29  L3HARRIS 2020 PROXY STATEMENT


The agreements with each of The Vanguard Group and BlackRock, Inc. were negotiated on an arm’s-length basis, and the ownership of our common stock plays no role in the business relations between us and The Vanguard Group and BlackRock, Inc. In addition, we believe that the agreements represent standard terms and conditions for asset management services. In accordance with our then-existing related person transaction policy, the Harris Governance and Corporate Responsibility Committee reviewed, ratified and approved the agreements entered into by Harris with The Vanguard Group and BlackRock, Inc.
DIRECTOR COMPENSATION AND BENEFITS
Our Board compensation program is intended to attract and retain directors with demonstrated ability, integrity, judgment and experience to fulfill their responsibility to oversee management and to develop and oversee the implementation of strategies aimed at creating sustainable, long-term value for our shareholders. The program also is intended to recognize the time commitments and potential liability associated with serving on the board of a public company.
Our independent directors are not permitted to receive, directly or indirectly, any consulting, advisory or other compensatory fees from us, and we do not compensate our employee directors separately for service as a director.
The form and amount of director compensation is annually reviewed and assessed by our Nominating and Governance Committee. The committee reviews compensation comparison peer group data and broad survey data concerning director compensation practices, levels and trends for companies comparable to us in revenue, businesses and complexity, as supplied by independent compensation consultants. If the committee believes any changes to director compensation are warranted, it makes recommendations for the Board to consider.
Our Board compensation program, which reflects Board-approved changes in connection with the Merger that take into account the increased complexity of our business and operations resulting from the completion of the Merger, is described below.
Cash and Equity-Based Retainers for Non-Employee Directors
Effective following the completion of the Merger, our non-employee directors receive the following cash and equity-based retainers:
 Number of MembersAverage Meeting Attendance
Board of Directors13100%
Audit Committee5100%
Governance and Corporate Responsibility Committee495%
Finance Committee4100%
Management Development and Compensation Committee5100%
General.    In fiscal 2018, our
>Board held 6 meetings, and the committees of our Board held a total of 27 meetings. Each director attended at least 93% of the meetings of our Board and committees on which he or she served. All of the directors taken together attended an average of 99% of such meetings of our Board and committees on which they served. In addition to meetings at our corporate headquarters, our Board periodically holds meetings at other facilities and locations.
Attendance at Annual Meetings of Shareholders.   We typically schedule a Board meeting in conjunction with our Annual Meeting of Shareholders. In the absence of unavoidable conflict, all Board members are expected to attend each Annual Meeting of Shareholders. All of our then-serving Board members, other than Mr. Joshi, attended our 2017 Annual Meeting of Shareholders.


31


DIRECTOR COMPENSATION AND BENEFITS
Our Board compensation program is intended to attract and retain directors with demonstrated ability, integrity, judgment and experience to fulfill their responsibility to oversee management and to develop and oversee the implementation of strategies aimed at creating sustainable, long-term value for our shareholders. The program also is intended to recognize the time commitments and potential liability associated with serving on the board of a public company.
The form and amount of director compensation is periodically reviewed and assessed by our Governance and Corporate Responsibility Committee. Our Governance and Corporate Responsibility Committee reviews our 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, which data is requested by or on behalf of our Governance and Corporate Responsibility Committee from independent compensation consultants, including Pearl Meyer & Partners. Changes to director compensation, if any, are recommended by our Governance and Corporate Responsibility Committee to our Board for action. Employee directors are not separately compensated for service as a director.
Cash Retainers
Directors who are not employees of Harris currently receive the following fees, as applicable, for their service on our Board and its committees:
$105,000member: $130,000 annual cash retainer payable on a quarterly basis, for service as a memberand $165,000 annual equity-based retainer in the form of our Board (increased from $80,000director share units (described in lieu of attendance fee of $2,000 per Board meeting, effective January 1, 2018);more detail below)
$25,000
>Lead Independent Director: $35,000 annual cash retainer payable on a quarterly basis, for service as Lead Independent Director;

$25,000
>Chairperson of Audit Committee: $30,000 annual cash retainer payable on a quarterly basis, for service as

>Chairperson of our Audit Committee (increased fromany other standing committee: $20,000 effective January 1, 2018);
$20,000 annual cash retainer payable on a quarterly basis, for service as Chairperson of our Management Development and Compensation Committee (increased from $15,000, effective January 1, 2018);
Each cash retainer is payable on a quarterly basis in arrears and pro-rated based on period of service if a director does not serve for the entire quarter.
For the equity-based retainer, each year at our Annual Meeting of Shareholders, non-employee directors will be granted a number of director share units under the Harris Corporation 2015 Equity Incentive Plan (or any successor equity compensation plan adopted by L3Harris) calculated by dividing $165,000 by the fair market value of one share of L3Harris common stock on the grant date (rounded down to the nearest whole share). The director share units generally will fully vest on the one-year anniversary of the grant date, subject to the non-employee director’s continued service and the terms and conditions of the non-employee director’s director share unit agreement. If a non-employee director becomes a director after an Annual Meeting of Shareholders, he or she will be granted a pro-rated director share unit award based on the period of the non-employee director’s service on our Board during the year. During our fiscal transition period from June 29, 2019 to January 3, 2020, the director share unit award for each non-employee director made at our 2019 Annual Meeting of Shareholders was calculated based on a grant date value of $82,500 instead of $165,000, reflective of the six-month fiscal transition period.
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 “L3Harris Director Deferred Compensation Plan”), an unfunded, non-qualified deferred compensation plan for the benefit of our non-employee directors, which became effective December 31, 2019.

Under the L3Harris Director Deferred Compensation Plan, prior to the commencement of a calendar year beginning on or after January 1, 2020, each non-employee director of L3Harris may elect to defer all or a portion of cash retainer fees to be earned and director share units to be granted in the subsequent year or years. (Special rules govern the timing of deferral elections by new non-employee directors who join our Board after a calendar year has commenced.)

$15,000 annual cash retainer, payable on a quarterly basis, for service as Chairperson of each committee of our Board other than our Audit Committee or Management Development and Compensation Committee; and
an annual cash retainer for service as a member (other than Chairperson) of each committee of our Board in an amount equal to 50% of the annual cash retainer for service as Chairperson of the applicable committee (instituted in lieu of attendance fee of $2,000 per committee meeting, effective January 1, 2018).
Each cash retainer payable for a quarter is pro-rated based on period of service if a director does not serve for the entire quarter as a member of our Board or a committee, Lead Independent Director or Chairperson of a committee. Independent directors may not receive, directly or indirectly, any consulting, advisory or other compensatory fees from us. In October 2017, on the recommendation of our Governance and Corporate Responsibility Committee, our Board approved, effective January 1, 2018, the changes in cash retainers and elimination of meeting attendance fees described in the preceding paragraph and the change in the quarterly value of Harris stock equivalent units described in the following paragraph based on evolving market practice and market adjustments according to data provided by our Governance and Corporate Responsibility Committee’s independent compensation consultant, Pearl Meyer & Partners.
Deferred Compensation and Equity Awards
Deferred Compensation
We maintain the Harris Corporation 2005 Directors’ Deferred Compensation Plan, as amended (the “Directors’ Deferred Compensation Plan”), an unfunded, non-qualified deferred compensation plan for the benefit of our non-employee directors. Under the Directors’ Deferred Compensation Plan, quarterly on January 1, April 1, July 1 and October 1 of each year, we credit each non-employee director’s account with a number of Harris stock equivalent units (each unit is equivalent in value to one share of our common stock) having an aggregate fair market value equal to $36,250 (representing an annual rate of $145,000), which amount may be changed from time to time by our Board. In October 2017, on the recommendation of our Governance and Corporate Responsibility Committee, our Board approved, effective January 1, 2018, a $2,500 increase in this quarterly amount from $33,750 (representing a previous annual rate of $135,000) to the current quarterly rate of $36,250. The number of Harris stock equivalent units credited to a non-employee director’s account for a quarter is pro-rated, based on period of service, if the director does not serve on our Board for the entire quarter.
In addition, under the Directors’ Deferred Compensation Plan, prior to the commencement of a calendar year, each non-employee director may make an irrevocable election to defer all or a portion of his or her cash director compensation for the subsequent year or years. The Directors’ Deferred Compensation Plan replaced the Harris Corporation 1997 Directors’ Deferred Compensation and Annual Stock Unit Award Plan (the “1997 Directors’ Plan”). Effective December 31, 2004, no further

32
L3HARRIS 2020 PROXY STATEMENT  30

deferrals of director compensation were permitted and no further annual awards of Harris stock equivalent units were made under the 1997 Directors’ Plan.
Amounts deferred at the election of a non-employee director under such plans are deemed to be invested, at the non-employee director’s discretion, in investment alternatives that mirror those available under our Retirement Plan or in Harris stock equivalent units. A non-employee director may not transfer or reallocate deferred amounts deemed invested in other investments into Harris stock equivalent units, but may reallocate (provided director minimum stock ownership guidelines are satisfied) deferred amounts deemed invested in Harris stock equivalent units into any other available investment alternative. Each Harris stock equivalent unit is credited with dividend equivalents equal to the dividends paid on our common stock, which are deemed reinvested in additional Harris stock equivalent units on the dividend payment date. Deferred amounts deemed invested in Harris stock equivalent units will be appropriately adjusted in the event of any stock dividend or split, recapitalization, merger, spin-off, extraordinary dividends or other similar events.
A non-employee director may elect to receive deferred amounts either in a cash lump sum on a date certain within 5 years after his or her resignation or retirement, or in annual substantially equal cash installments over a designated number of years beginning on a date certain within 5 years after his or her resignation or retirement, provided that all amounts are fully paid within 10 years of resignation or retirement. Within 90 days following a non-employee director’s death, a lump sum cash payment equal to the then-remaining balance in his or her account will be made to his or her beneficiary. Within 90 days following a change in control (as defined in the director deferred compensation plans) and to the extent permitted by Federal tax laws, each non-employee director (or former non-employee director) will receive a lump sum cash payment equal to the then-remaining balance in his or her account. If payment within 90 days following a change in control is not permitted by Federal tax laws, then payment will be made at the time and in the form that payment would have been made if a change in control had not occurred.
Amounts credited to non-employee directors’ accounts under the director deferred compensation plans may be partially or fully funded by a grantor trust, also known as a “rabbi trust.” Upon a change in control, we are required to fund such “rabbi trust” in an amount equal to the amounts credited to the directors’ accounts, as well as anticipated trust and trustee fees and expenses. In all cases, the assets in such trust are subject to the claims of our creditors, and directors are treated as our unsecured general creditors.
Equity Awards to New Non-Employee Directors
When a new non-employee director first becomes a member of our Board, such non-employee director will be granted a restricted share award for a number of shares of our common stock having an aggregate grant date fair value approximately equal to 50% of the then-current annual rate of non-elective deferrals of Harris stock equivalent units (currently $145,000) under our Directors’ Deferred Compensation Plan. Such restricted share award will be granted on the first NYSE trading day of the calendar month following the calendar month in which such non-employee director’s election or appointment to our Board becomes effective and in accordance with our equity grant policy.
Such restricted share awards were granted to Ms. Bailey in connection with joining our Board in fiscal 2018. Each restricted share award vests ratably over three years, provided the non-employee director continuously serves as a director on our Board through the applicable vesting date. Unvested restricted shares may not be sold or otherwise transferred; will be immediately forfeited in the event the non-employee director’s service as a director on our Board terminates for any reason other than death or permanent disability following the 1-year anniversary of the grant date; and will become fully vested upon the non-employee director’s service as a director on our Board terminating due to death or permanent disability following the 1-year anniversary of the grant date or upon a change in control of Harris.
For further information related to these restricted share awards see the Fiscal 2018 Compensation of Non‑Employee Directors Table on page 35 and related notes.
Reimbursement, Insurance and Charitable Gift Matching
We pay or reimburse each non-employee director for travel and out-of-pocket expenses incurred in connection with attending Board and committee meetings and other meetings on our behalf and for the costs and expenses of attending director education programs. Spouses or guests are invited occasionally to accompany directors to Board-related events, for which we pay or reimburse travel and related expenses.
In addition, we 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 he or she is involved in an accident while traveling on business relating to our affairs. We pay the premiums for such insurance, and the premiums for coverage during fiscal 2018 for all non-employee directors collectively was less than $500. We also provide liability insurance coverage for all of our directors and officers.

33


Non-employee directors may participate in the Harris Foundation charitable gift matching program available to our employees, under which the Harris Foundation matches contributions to eligible educational institutions and tax exempt

Any cash retainer deferred will be credited as deferred units (each deferred unit is equivalent in value to one share of L3Harris common stock) to the non-employee director’s account as of the date the retainer would have otherwise been paid. The number of deferred units credited will be equal to the cash retainer 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 will be credited as deferred units to the non-employee director’s account as of 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 in the event of any change in L3Harris common stock through a merger, consolidation, or otherwise; a stock dividend; or a stock split, combination or other change in L3Harris common stock.
Payment will be made in shares of L3Harris common stock equal to the number of deferred units credited to the director’s account (with any fractional deferred units paid in cash based on the fair market value of one share of L3Harris common stock on the payment date). A director may elect to receive deferred amounts either in a lump sum on a date certain within 90 days after his or her resignation or retirement or in up to 10 annual installments over a designated number of years beginning on a date certain within 90 days after his or her resignation or retirement. Within 90 days following a non-employee director’s death, a lump sum equal to the then-remaining balance in his or her account will be made to his or her beneficiary. Within 10 business days after a change in control (as defined in the Harris Corporation 2015 Equity Incentive Plan) and to the extent permitted by Federal tax laws, each non-employee director (or former non-employee director) will receive a cash lump sum equal to the number of deferred units credited to his or her 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 within 10 business days following a change in control is not permitted by Federal tax laws, then payment will be made at the time and in the form that payment would have been made 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 and other meetings on our behalf and attending 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 he or she 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 our fiscal transition period for all non-employee directors collectively amounted to less than $500. We also provide liability insurance coverage for all of our directors and officers.
Non-employee directors may participate in the same charitable gift matching program available to our employees, under which our foundation matches contributions to eligible educational institutions and tax-exempt organizations up to an annual maximum of $10,000 per director and per employee.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and Board-elected officers, including the executive officers named in the Fiscal 2018Transition Period Summary Compensation Table on page 65. The indemnification62. Under these agreements, require us towe indemnify these directors and officers with respect to their activities as a director, officer, employee or employeeagent of Harris,L3Harris, or when serving at our request as a director, officer, employee or agent or in any other capacity for another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees, judgments, fines penalties and amounts paid in settlement) actually and reasonably incurred by them in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, and whether formal or informal, including appeals, to which they were, are or are threatened to be made, parties as a result of their service to us. Under the indemnification agreements, each director or officer will continue to be so indemnified with respect to his or her service to or for us even after ceasing to occupy a position as an officer, director, employee or agent of Harris.

L3Harris.

34
31  L3HARRIS 2020 PROXY STATEMENT


Fiscal 2018 Compensation of Non-Employee Directors TableFISCAL TRANSITION PERIOD COMPENSATION OF NON-EMPLOYEE DIRECTORS TABLE
The following table sets forth information regarding compensation paid to each of our non-employee directors for our fiscal 2018.transition period. We currently do not have a non-equity incentive plan or pension plan for directors.
Non-Employee Director  
Fees Earned
or Paid in
Cash
$(1)
  
Stock
Awards
$(2)
  
Option
Awards
$(3)
  
Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
$(4)
  
All Other
Compensation
$(5)
  
Total
$
 
Sallie B. Bailey $65,000  $82,394  $0  $0  $0  $147,394 
Peter W. Chiarelli $75,000  $82,394  $0  $0  $0  $157,394 
Thomas A. Corcoran $65,000  $82,394  $0  $0  $1,000  $148,394 
Thomas A. Dattilo $65,000  $82,394  $0  $0  $0  $147,394 
Roger B. Fradin $75,000  $82,394  $0  $0  $0  $157,394 
Lewis Hay III $75,000  $82,394  $0  $0  $0  $157,394 
Lewis Kramer $80,000  $82,394  $0  $0  $0  $162,394 
Rita S. Lane $65,000  $82,394  $0  $0  $10,000  $157,394 
Robert B. Millard $82,500  $82,394  $0  $0  $0  $164,894 
Lloyd W. Newton $75,000  $82,394  $0  $0  $10,000  $167,394 

Non-Employee DirectorFees Earned
or Paid in
Cash
$(1)		Stock
Awards
$(2)		Option
Awards
$(3)		Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
$(4)		All Other
Compensation
$(5)		Total
$
James F. Albaugh$111,250
$140,000
$0
$0
$0
$251,250
Sallie B. Bailey$17,500
$96,638
$0
$0
$0
$114,138
Peter W. Chiarelli$118,500
$140,000
$0
$0
$0
$258,500
Thomas A. Dattilo$141,250
$140,000
$0
$0
$0
$281,250
Roger B. Fradin$112,500
$140,000
$0
$0
$0
$252,500
Terry D. Growcock$148,750
$140,000
$0
$0
$10,000
$298,750
Lewis Hay III$132,250
$140,000
$0
$0
$10,000
$282,250
Vyomesh I. Joshi$112,000
$140,000
$0
$0
$0
$252,000
Leslie F. Kenne$112,000
$140,000
$0
$0
$0
$252,000
Dr. James C. Stoffel$127,000
$140,000
$0
$0
$10,000
$277,000
Gregory T. Swienton$143,000
$140,000
$0
$0
$0
$283,000
Hansel E. Tookes II$132,250
$140,000
$0
$0
$10,000
$282,250

(1)Reflects total cash compensation earned in our fiscal 2018transition period for Board, committee, committee Chairpersonchairperson and Lead Independent Director retainers and Board and committee meeting attendance fees (meeting attendance fees were discontinued, effective January 1, 2018).retainers.
(2)Reflects the aggregate grant date fair value computed in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718, Compensation — Stock Compensation (“ASC 718”), with respect to: (a) Harris stock equivalentto director share units awarded in our fiscal 2018transition period.

Under ASC 718, the fair value of the director share unit awards was determined as of the grant date using the closing market price of L3Harris common stock on the grant date. These amounts reflect our accounting for these awards and crediteddo not necessarily correspond to the director’s account underactual values that may be realized by directors.

As of January 3, 2020, our Directors’ Deferred Compensation Plan and (b) a one-time restrictednon-employee directors had the following aggregate number of director share award granted tounits outstanding: Ms. Bailey in connection with joining our Board in fiscal 2018 for a number of shares of our common stock having an aggregate grant date fair value approximately equal to $72,500 (492 shares granted on May 3, 2018), which award vests ratably over three years, as described above under “Equity Awards to New Non-Employee Directors.”— 412 units; Gen. Chiarelli — 412 units; Mr. Corcoran — 412 units; Mr. Dattilo — 412 units; Mr. Fradin — 412 units; Mr. Hay — 412 units; Mr. Kramer — 412 units; Ms. Lane — 412 units; Mr. Millard — 412 units; and Mr. Newton — 412 units.
Under ASC 718, the fair value of the Harris stock equivalent unit awards was determined as of the grant date using the closing market price of Harris common stock on the grant date. The aggregate grant date fair value of each of these awards credited on October 1, 2017 and January 1, 2018 was $33,750 and on April 1, 2018 and July 1, 2018 (pro-rated in the case of Ms. Bailey to reflect her election to our Board effective April 26, 2018) was $36,250. 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 June 29, 2018, our non-employee directors had the following aggregate number of Harris stock equivalent units accumulated in their deferred accounts for all years of service as a director from deferrals of cash compensation and awards of Harris stock equivalent units, including additional Harris stock equivalent units credited as a result of dividend equivalents earned with respect to such Harris stock equivalent units and any restricted units: Mr. Albaugh — 2,066 units; Ms. Bailey — 167 units; Gen. Chiarelli — 9,575 units; Mr. Dattilo — 47,825 units; Mr. Fradin — 1,827 units; Mr. Growcock — 3,592 units; Mr. Hay — 46,178 units; Mr. Joshi — 6,717 units; Ms. Kenne — 17,393 units; Dr. Stoffel — 360 units; Mr. Swienton — 86,245 units; and Mr. Tookes — 16,336 units.
Under ASC 718, the fair value of the restricted share award to Ms. Bailey was determined as of the grant date of May 3, 2018 using the closing market price of Harris common stock on the grant date. The aggregate grant date fair value of the award was approximately $72,500. This amount reflects our accounting for this award and does not necessarily correspond to the actual value that may be realized by Ms. Bailey. As of June 29, 2018, Ms. Bailey held 492 restricted shares under this award.
(3)Stock options arewere not an element of compensation for our non-employee directors, and consequently, our non-employee directors holdheld no Harris stock options.options as of January 3, 2020.
(4)There were no above-market or preferential earnings in our director deferred compensation plans.the L3Harris Director Deferred Compensation Plan, which became effective December 31, 2019.
(5)As noted above, our non-employee directors maywere eligible to participate in the Harris Foundationour foundation’s charitable gift matching program up to an annual maximum of $10,000 per director. Although our directors participateparticipated on the same basis as our employees, SEC rules require disclosure of the amount of a director’s participation in a gift matching program. The amounts shown for Messrs. Growcock, Hay, StoffelMr. Corcoran, Ms. Lane and Tookes include $10,000 ofMr. Newton reflect charitable gift matching payments made during our fiscal 2018.transition period.

35

L3HARRIS 2020 PROXY STATEMENT  32

PROPOSAL 2:
TO APPROVE, IN AN ADVISORY VOTE,
THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS
PROPOSAL 2:    ADVISORY VOTE TO APPROVE THE COMPENSATION     OF OUR NAMED EXECUTIVE OFFICERS
    
Proposal 2: Advisory Vote to Approve the Compensation of our Named Executive Officers
Our Board unanimously recommends voting
FOR approval of the
compensation of our
named executive officers
as disclosed in this proxy statement
FORstatement.
þ

•
>Executive compensation decisions were made by independent members of our Board and our Management Development and Compensation CommitteeCommittee.

•
Input from>  Executive compensation for our independent executive compensation consulting firm
•
Pay-for-performancefiscal transition period reflected pay-for-performance alignment, with strong fiscal 2018transition period financial results and strong 1-year, 3-year and 5-year total shareholder return results(“TSR”) results.
  
More specific information relevant to this proposal can be found below and in the following sections:
•
Compensation Discussion and Analysis - pages 38 - 63
•
Management Development and Compensation Committee Report - page 63
•
Relationship between compensation plans and risk - page 64
•
Fiscal 2018 Summary Compensation Table and other related tables - pages 65 - 73
•
Nonqualified deferred compensation - pages 73 - 74
•
Potential payments upon termination or a change in control - pages 75 - 84
    
Proposal Overview
In accordance with the requirements ofAs at past Annual Meetings and as required pursuant to Section 14A of the Securities Exchange Act of 1934, as amended, and the related SEC rules, of the SEC, we are providingasking our shareholders with the opportunity to vote, on a non-binding, advisory basis, to approve the compensation of our named executive officers as disclosed in this proxy statement pursuantstatement. We encourage you, before voting, to the compensation disclosure rules of the SEC (including the “Compensation Discussion and Analysis” section, the Fiscal 2018 Summary Compensation Table and other related tables and accompanying footnotes and narratives).
More specifically, shareholders will be voting on a proposal to approve the following resolution:
“RESOLVED, that the shareholders of Harris Corporation hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in the Harris Corporationreview this entire proxy statement, pursuant to the compensation disclosure rules of the SEC, includingand particularly the Compensation Discussion and Analysis section on pages 35-59, the Fiscal 2018 Summary Compensation Tables section on pages 62-71 and the Potential Payments Upon Termination or a Change in Control section on pages 72-84.
The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. Our guiding principles, shown on page 39 and summarized below, provide a framework for our executive compensation program to meet this objective. Specifically, our program is designed to:

>Directly align the interests of our executives with those of our shareholders.
>Provide competitive compensation and benefits to attract, motivate and retain executives that drive our desired business results.
>Ensure that a significant portion of compensation is at-risk and based on company and personal performance so as to motivate achievement of our financial goals and strategic objectives.
>
Align an executive’s realized pay with his or her performance through above-target compensation for above-target performance and below-target compensation for below-target performance.
33  L3HARRIS 2020 PROXY STATEMENT


We believe that our executive compensation program helped to incentivize our executives, was integral to achieving our strong fiscal transition period financial results and other related tablesstrong 1-year, 3-year and accompanying footnotes5-year TSR results, and narratives.”appropriately rewarded executives for that performance.
The
Please note that your vote on this proposal is not intended to address any specific element of compensation; rather, the voteit relates to the overall compensation of our named executive officers as disclosed in this proxy statement in accordance withunder SEC rules. Also, the compensation disclosure rules of the SEC. The vote is advisory, which means that the vote isresults are not binding on us, our Board and our Management Development and Compensation Committee.us. However, our Board and our Management Development and Compensation Committee, which isare 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.
As described in the “Compensation Discussion and Analysis” section of this proxy statement beginning on page 38, the overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. The following guiding principles provide a framework for our executive compensation program:
Compensation programs must directly align the interests of our executives with those of our shareholders.
Compensation and benefits must be competitive within the market to attract, motivate and retain executives that drive our desired business results.
To motivate achievement of our financial goals and strategic objectives, a significant portion of compensationShareholders will be at-risk and basedvoting on our financial performance and the executive’s personal performance.following resolution:
An executive’s realized pay will be aligned with the executive’s performance through above-target compensation for above-target performance and below-target compensation for below-target performance.

36


We believe“RESOLVED, that the featuresshareholders of our executive compensation program, which are described in more detail in the “Compensation Discussion and Analysis” section of this proxy statement, accomplish the following:
Reflect sound pay practices;
Align with our pay-for-performance philosophy;
Align further the interests of our executive officers with the long-term interests of our shareholders;
Appropriately balance risk and reward; and
Reinforce the creation of sustainable, long-term shareholder value.
With respect to the proposal toL3Harris Technologies, Inc. hereby approve, on an advisory basis, the compensation of ourthe named executive officers as disclosed in thisthe L3Harris Technologies, Inc. proxy statement you may:
Vote “For” approval;
Vote “Against” approval; or
“Abstain” from voting on this proposal.
Vote Required and Related Matters
The affirmative vote of a majoritypursuant to the compensation disclosure rules of the shares present or represented atSEC, including the 2018 Annual Meeting of ShareholdersCompensation Discussion and entitled to vote on this proposal will be required to approveAnalysis, the compensation of our named executive officers as disclosed in this proxy statement. Abstaining from voting on this proposal will have the effect of a vote against approval of the compensation of our named executive officers as disclosed in this proxy statement. Any broker non-votes will have no effect on the approval of the compensation of our named executive officers as disclosed in this proxy statement.Fiscal Transition Period 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 votesvote at least every six years, and the next advisory vote on the frequency of the Say-On-PaySay-on-Pay vote will be at our 2023 Annual Meeting of Shareholders.
Board Voting Recommendation Regarding Proposal 2
Our Board unanimously recommends voting “FOR” approval of the compensation of our named executive officers as disclosed in this proxy statement. If not otherwise specified, proxies will be voted “FOR” approval of this proposal.


37



COMPENSATION DISCUSSION AND ANALYSIS
L3HARRIS 2020 PROXY STATEMENT  34
Introduction
The “CompensationTable of Contents

COMPENSATION
DISCUSSION
AND ANALYSIS

Executive Summary35
Our Executive Compensation Philosophy and Practices
39
Overview of Our Main Executive Compensation Elements44
Executive Compensation Decisions for Our Six-Month Fiscal Transition Period
47
Employment Agreements
52
Other Compensation Elements55
Other Compensation Policies57
EXECUTIVE SUMMARY
This Compensation Discussion and Analysis” section of this proxy statementAnalysis (“CD&A”) is intended to help shareholders understand our overall executive compensation program, objectives, framework and elements andelements. It also discusses and analyzes the basis for the compensation paid with respect to our fiscal 2018transition period to our named executive officers shown in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 and otherthe related tables and narrative discussion that follow. The focusthereafter.
How Recent Corporate Events Affect This CD&A
This CD&A contains information about our named executive officers’ compensation relating to our most recent fiscal period ended January 3, 2020. When reviewing the information presented here and considering your vote for Proposal 2, it is important to take note of this the following circumstances:
Compensation Discussion and Analysis isreported for abbreviated 6-month fiscal transition period vs. full fiscal years. In connection with the Merger, we changed our fiscal year end from the Friday nearest June 30 to provide background and information relevantthe Friday nearest December 31. This transition to decisionsa calendar-year oriented financial reporting cycle resulted in an abbreviated six-month “fiscal transition period” of June 29, 2019 through January 3, 2020, so the compensation of our executives for the fiscal transition period reflects that shorter time frame. Prior fiscal periods referred to in this proxy statement, by contrast, were our full fiscal years ended June 28, 2019 (fiscal 2019), June 29, 2018 (fiscal 2018) and June 30, 2017 (fiscal 2017).
Post-merger vs. pre-merger information. As noted above, the Merger was completed on June 29, 2019, after the end of our fiscal 2019. Our abbreviated fiscal transition period reflects the results for the combined company, L3Harris, whereas our fiscal 2019, 2018 and 2017 results reflect standalone results for Harris (not for L3 or L3Harris). The description in this proxy statement of our executive compensation program, and of the philosophy, principles and key practices that shape it, apply for L3Harris and also generally applied for Harris prior to the Merger. (In this proxy statement, references to the “Harris Board,” the “L3 Board” and the “Harris Compensation Committee” are references to the Harris Board of Directors, the L3 Board of Directors and the Harris Management Development and Compensation Committee, (our “Compensation Committee”respectively, prior to the completion of the Merger.) and Board about compensation for such named executive officers.

35  L3HARRIS 2020 PROXY STATEMENT


Our named executive officers for our fiscal 2018transition period were:

William M. Brown
Christopher E. Kubasik
Jesus Malave, Jr.
Todd W. Gautier
Edward J. Zoiss
Chairman and
Chief Executive Officer
Vice Chairman,
President and Chief
Operating Officer
Senior Vice President
and Chief Financial
Officer
President, Aviation
Systems
President, Space and
Airborne Systems
On June 29, 2019 following completion of the Merger, Mr. Brown (formerly Harris’ Chairman, President and Chief Executive Officer;
Rahul Ghai, SeniorOfficer) became our Chairman and Chief Executive Officer and Mr. Kubasik (formerly L3’s Chairman, Chief Executive Officer and President) became our Vice Chairman, President and Chief Financial Officer;Operating Officer.
Sheldon J. Fox, Senior Vice President, Operations
Fiscal Transition Period Performance
BUSINESS ENVIRONMENT
We are an agile global aerospace and Information Technology;defense technology innovator, delivering end-to-end solutions that meet customers’ mission-critical needs. We provide advanced defense and commercial technologies across air, land, sea, space and cyber domains. As of the end of our 6-month fiscal transition period, we had approximately $9 billion in revenue (or approximately $18 billion on an annualized basis) and about 48,000 employees, with customers in over 130 countries. In our fiscal transition period, we derived approximately 73% of our revenue from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, both directly and through prime contractors. Our common stock is listed under ticker symbol “LHX” on the NYSE.
Dana A. Mehnert, Senior Vice President, Chief Global Business Development Officer;
KEY FINANCIAL RESULTS

Our strong fiscal transition period financial results reflected our successful execution against the key strategic priorities we set for our fiscal transition period. Those key strategic priorities were:

>Executing seamless integration of L3 and Harris, including achieving at least $500 million in gross cost synergies from the Merger by the end of 2021;
>Driving flawless execution and margin expansion through our e3 (excellence everywhere every day) operational excellence program;
>Building a new performance culture with a strong bias for action and accountability;
>
Growing revenue through investments in differentiated technology and innovation;
>Reshaping our portfolio to focus on high margin, high growth businesses; and
>Maximizing cash flow with shareholder friendly capital deployment.
Key 6-Month Fiscal Transition Period Results vs. Full Year Fiscal Year 2019 Results
 (in millions, except per share amounts)  
Fiscal
Transition
Period ($)
    
Fiscal 2019
($)
  
Orders (funded) $9,428  $7,451 
Revenue $9,263  $6,801 
Net income $834  $949 
Adjusted EBIT* $1,601  $1,345 
Operating cash flow $939  $1,185 
Adjusted free cash flow* $1,449  $1,055 
Cash used to repurchase shares of our common stock $1,500  $200 
Annualized cash dividend rate per share** $3.00  $2.74 

*See Appendix A for reconciliations of GAAP to non-GAAP financial measures.
**On February 28, 2020, our Board increased our quarterly cash dividend rate from $.75 per share to $.85 per share, for an annualized cash dividend rate of $3.40 per share.


L3HARRIS 2020 PROXY STATEMENT  36

In addition, our financial results for performance measures used in our cash incentive compensation determinations for our fiscal transition period exceeded applicable targets. In particular, our revenue of $9.263 billion exceeded target of $9.229 billion, our adjusted EBIT of $1.601 billion exceeded target of $1.537 billion, and our adjusted free cash flow of $1.449 billion exceeded target of $1.328 billion.
Based on these and prior-period results, we delivered strong 1-year, 3-year and 5-year cumulative TSR results relative to companies in the S&P 500 and to the median of our compensation comparison peer group for our fiscal transition period, as shown below:
TSR Results(1) at End of Fiscal Transition Period

■L3Harris Technologies, Inc.

■S&P 500

■Compensation Comparison Peer Group, Median
(1)TSR results reflect reinvestment of dividends. As noted above, the closing of the Merger occurred on June 29, 2019, and thus TSR results reflect L3Harris results for the fiscal transition period and Harris standalone results for prior periods.
Target Pay Mix for Fiscal Transition Period
In accordance with our principle of aligning pay with performance, the percentage of total target direct compensation for our fiscal transition period that was at risk was 90% for our CEO, 63% for our COO and 75% for our other named executive officers, on average. Under our incentive plans, compensation may be at risk either because it is performance based (payouts depend on achievement relative to pre-established performance goals) or time-based (equity awards subject to delayed vesting and thus the risk of a potential decrease in the price of our common stock price).
For the calculations below, total target direct compensation for our 6-month fiscal transition period includes 50% of annual base salary level, the target value of annual cash incentive awards (which were granted at 50% of full-year values) and the target value of annual cycle awards of long-term equity-based incentive compensation (also granted at 50% of full-year values); but does not include the target value of the special, one-time integration-related long-term equity-based incentive compensation awards (which are entirely performance based and at risk) or other compensation elements such as retirement, severance, health, welfare or other personal benefits; transition or relocation benefits; or payouts that occurred in our fiscal transition period as a result of the Merger.

37  L3HARRIS 2020 PROXY STATEMENT


CEO, COO and Other Named Executive Officer Fiscal Transition Period Target Direct Compensation Mix


Target Pay Mix for 2020
In connection with returning to a more typical annual compensation cycle for fiscal 2020 (which commenced January 4, 2020) and in accordance with our principle of aligning pay with performance, the percentage of total target direct compensation for 2020 that is at risk is 90% for our CEO, 90% for our COO and 79% for our other named executive officers, on average.
For the calculations below, total target direct compensation for fiscal 2020 includes annual base salary level, the target value of annual cash incentive awards and the target value of annual cycle awards of long-term equity-based incentive compensation (which consists of our more typical historic mix of performance share units, stock options and restricted stock units); but does not include other compensation elements such as retirement, severance, health, welfare or other personal benefits; or transition or relocation benefits.
CEO, COO and Other Named Executive Officer 2020 Target Direct Compensation Mix




L3HARRIS 2020 PROXY STATEMENT  38

Shareholder Engagement on Executive Compensation and
Scott T. Mikuen, Senior Vice President, General Counsel“Say-on-Pay” Results
As part of our shareholder outreach, we seek shareholder views and Secretary.input on our executive compensation program. In fact, past input received from our large shareholders influenced our determinations to adjust the weighting of certain financial performance measures under our annual cash incentive compensation plan and to alter the financial performance measures for our performance share units. In addition, as part of our investor relations engagement processes following transformative merger and acquisition activity (including the Merger), we have engaged with several among our larger shareholders to understand those metrics important to them to ensure the Merger is successful and delivers long-term shareholder value. As a result of that engagement, we altered our existing short- and long-term incentive plan designs to reflect their feedback. We expect to continue to seek the views and input of our large shareholders regarding our executive compensation program on a regular basis.
In this proxy statement, “other named
At our 2019 Annual Meeting, approximately 94% of the shares voted on the “say-on-pay” proposal were cast in support of L3Harris’ fiscal 2019 executive officers” referscompensation and related disclosures. At that time, our Compensation Committee viewed those results as broad shareholder support for L3Harris’ executive compensation program and consequently made no material changes to Messrs. Ghai, Fox, Mehnertthe program or to L3Harris’ compensation policies. Our Board and Mikuen.Compensation Committee will continue to consider input from shareholders, including through advisory votes on executive compensation, in making compensation decisions and reviewing executive compensation programs and policies.
Executive Compensation Overview
OUR EXECUTIVE COMPENSATION PHILOSOPHY AND PRACTICES
Overall Objective and Guiding Principles of Our Executive Compensation Program
The overall objective of our executive compensation program is to encourage and reward the creation of sustainable, long-term shareholder value. The followingOur guiding principles provide a framework for our executive compensation program:program to meet this objective.

Alignment with Shareholders’ Interests — We believe an executive’s interests are more directly aligned with our shareholders’ interests when compensation programs appropriately balance short- and long-term financial performance, are impacted by our stock price performance and require meaningful ownership of our stock.
Competitiveness at Target Performance Level — We believe an executive’s total compensation should be competitive at the target performance level to attract qualified executives, motivate performance and retain, develop and reward executives who possess the abilities and skills needed to build long-term shareholder value.
Motivate Achievement of Financial Goals and Strategic Objectives — We believe an effective way to incentivize an executive to create long-term shareholder value is to make a significant portion of an executive’s overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives and on the value of our stock.
Align Realized Pay with Performance — We believe that although an executive’s total compensation should be tied to achievement of financial goals and strategic objectives and should be competitive at the target performance level, performance that exceeds target should be appropriately rewarded. We also believe there should be downside risk of below-target compensation if our financial performance is below target and if we do not achieve our financial goals and strategic objectives.GUIDING PRINCIPLES FOR EXECUTIVE COMPENSATION

38

Align with Shareholders’ Interests
We believe an executive’s interests are directly aligned with our shareholders’ interests when our compensation programs appropriately balance short-and long-term financial performance, create a “pay for profitable growth” environment, are impacted by our stock price performance and require meaningful ownership of our stock.
Be Competitive at Target Performance Level
We believe an executive’s total compensation should be competitive at the target performance level to motivate performance and to attract, retain, develop and reward executives who possess the abilities and skills to build long-term shareholder value.
Motivate Achievement of Financial Goals and Strategic Objectives
We believe an effective way to incentivize an executive to create long-term shareholder value is to make a significant portion of overall compensation dependent on the achievement of our short- and long-term financial goals and strategic objectives and on the value of our stock.
Align Realized Pay with Performance
We believe that although an executive’s total compensation should be tied to achievement of financial goals and strategic objectives and should be competitive at the target performance level, above-target performance should be appropriately rewarded and there should be downside risk of below-target compensation if we do not achieve our financial goals and strategic objectives.

Key FeaturesAlthough compensation levels differ among our named executive officers based on competitive factors and their varying roles, responsibilities and performance, there are no material differences in the manner in which total target direct compensation is determined for any of Our Executive Compensation Program
We believe our named executive officers or the compensation and governance practices reflect the overall objective and guiding principlespolicies that apply to them. The material elements of our executive compensation program applicable to our named executive officers also apply to our other executive officers, except that not all executive officers were granted a special, one-time integration-related long-term equity-based incentive compensation award.

39  L3HARRIS 2020 PROXY STATEMENT


Key Practices
In accordance with our overall objective and the following summarizes key features of our program in orderguiding principles, we follow sound executive compensation practices that are designed to encourage and reward the creation of sustainable, long-term shareholder value:value.

 
WHAT WE DO
 WHAT WE DON’T DO
What We Do
ü
Executive
> Place executive compensation decisions made byin the hands of independent members of our Board and Compensation Committee
üdirectors

> Retain an independent executive compensation consulting firm
ü

> Periodically review and change composition of compensation comparison peer group, as appropriate
ü

> Make a significant portion of each executive’s overall compensation dependent on our performance against pre-determined targets for short- and long-term financial measures

ü
Provide
>   Make a significant portion of each executive’s overall compensation opportunity in the form of equityequity-based to establish a strong relationshiplink between executive’s compensation and our stock price performance and to provide rewards in alignment with shareholder returns

ü
> Align performance share unit award payouts with our stock price performance by includingthrough a relative total shareholder return (“TSR”)TSR adjustment metric

ü
> Have meaningful stock ownership guidelines to maintain alignment of executives’ interests with those of our shareholders

üHave
>   Hold annual “say-on-pay” advisory vote and seek input of our large shareholders on key aspects of our executive compensation program
üReview

>   Regularly review and evaluate plans for management development, succession and succession
üdiversity

> Pay cash severance payments under executive change in control severance agreements only on a “double trigger” basis

ü
>   Have a “clawback” policy to recover cash and equity incentive payments from executives in the event of a restatement ofif our financial statements as a result ofare restated due to errors, omissions or fraud

>   Provide for accelerated vesting of equity-based compensation granted after fiscal 2019 only on a “double trigger” basis

>   Maintain a 12-month minimum vesting period for annual cycle awards of equity-based compensation, except in the case of death, disability or a qualifying termination after a change in control

What We Don’t Do
û
> Provide excessive perquisites
û

>   Permit repricing or back-dating of options
û

> Provide excise tax gross-ups under executive change in control severance agreements
û

> Pay dividend equivalents to executive officers on performance share unit and restricted stock unit awards (unless, and only(except to extent earned at end of the applicable period)
û

>   Permit directors, executives (or directors or other employees)employees to engage in short sales or enter into hedging, puts, calls or other “derivative” transactions with respect to our securities
û

>   Permit directors or executives (or directors) to hold or purchase our stock on margin or in a margin account or otherwise pledge our stock as collateral for margin accounts, loans or any other purpose

> Provide guaranteed incentive payouts over multi-year periods



39

L3HARRIS 2020 PROXY STATEMENT  40

ExecutiveWho Does What
ROLE OF COMPENSATION COMMITTEE
Our Compensation Process, Practices and Elements
Introduction
TheCommittee sets the philosophy, objectives, elements, policies and practices of compensation for our executive officers are set by our Compensation Committee.officers. In approving compensation levels and targets, individual objectives and financial performance measure targets for our named executive officers, our Compensation Committee reviews the relationship between our executive compensation program and the achievement of our financial goals and strategic objectives, with an emphasis on creating a “pay for profitable growth” environment.
Use of independent executive compensation consultant
ROLE OF INDEPENDENT COMPENSATION CONSULTANT
Our Compensation Committee has the authority to retain compensation consultants and other advisors to assist it in fulfilling its duties and responsibilities. In recent years,responsibilities and has directly retained FW Cook—a nationally recognized, independent executive compensation consulting firm—to provide it with objective analysis, recommendations on plan design, competitive market data and other advice and information related to CEO and COO compensation and the compensation of other executive officers. (FW Cook also served in a comparable capacity for the L3 Compensation Committee prior the Merger.) FW Cook performs these services solely at the direction and under the supervision of our Compensation Committee hasand does not provide any other services for, or receive other remuneration from, L3Harris.
Prior to the Merger, the Harris Compensation Committee had comparable authority and directly retained Pearl Meyer & Partners (“PM”), a nationally recognized, independent executive compensation consulting firm to provide objective analysis, plan design recommendations, advice and information, including competitive market data, to our Compensation Committee related to our CEO compensationfor similar purposes, and the compensation of our other executive officers. OurHarris Governance and Corporate Responsibility Committee also has directlyseparately retained PM to provide objectiveit with similar types of analysis, plan design recommendations, advice and information to our Governance and Corporate Responsibility Committee related to the compensation of ournon-employee directors. PM performsperformed these services solely at the direction and under the supervision of our Compensation Committee or our Governancethe applicable committee and Corporate Responsibility Committee, as applicable, and doesdid not provide any other services for, or receive other feesremuneration from, us. Harris. PM’s services in fiscal 2019 included providing recommendations to the Harris Compensation Committee prior to the Merger on the compensation arrangements for our CEO and COO following the Merger.
With regard to PM’sFW Cook’s services related to our CEO compensation and the compensation of our other executive officers,officer compensation, our Compensation Committee has the sole authority to modify or approve PM’s compensation,FW Cook’s remuneration, determine the nature and scope of its services, evaluate its performance, terminate the engagement and engage a replacement or additional consultant at any time. Our Compensation Committee also has assessed the independenceregularly meets with FW Cook in executive session, without our CEO or other members of PM and whether its work raised any conflicts of interest, takingmanagement present. Taking into consideration the independence factors set forth in the NYSE listing standards and SEC rules. Based on that assessment,rules, our Compensation Committee determinedhas made the determination that, in its business judgment, that PMFW Cook was independent and that its work did not raise any conflicts of interest.
Consideration of recommendations from
ROLE OF CEO
Our Compensation Committee considers recommendations from our CEO, with input from our COO, in making decisions regarding our executive compensation program and the compensation of our other executive officers. As part of ourDuring the annual compensation planning process, our CEO recommends targets for ourall incentive compensation programs. The targets are based on our Board-approved annual operating plan and long-term strategic plan. As part of ourthe annual performance review process, which includes an assessment of each executive officer’s performance with respect toagainst individual objectives, our CEO, with input from our COO, presents hisan evaluation of each executive officer’s contributions during the previous year, including(including both strengths and development needs,needs), reviews succession plans for each of the executive positionsposition, and recommends specific compensation for ourthe other executive officers, including base salary ratelevel adjustments and annual cash incentive and equity awards.
Annual compensation cycleCompensation Cycle
Our Board and Compensation Committee employsgenerally follow an annual compensation cycle with respect to each new fiscal year as described below, and they generally followed that involvescycle for our abbreviated six-month fiscal transition period, making adjustments as they deemed necessary to accommodate the following:
Prior to or early in that fiscal year, determining executiveshorter time frame (for example, approving target compensation plan design changes as well as compensation levels for executive officers (typically finalized at our regularly scheduled Compensation Committeevalues and Board meetings in late August, earlygranting equity awards earlier in the new fiscal year); and
Following the end of that fiscal year, conducting annual performance reviewsprocess; and approving payouts of at-risk, performance-based elements of compensation to executive officers (typically finalized at our regularly scheduled Compensation Committee and Board meetings in late August, after financial results are released and audited financial statements are available for the recently completed fiscal year).
Annual compensation cycle – determination of executive compensation plan design changes and of compensation levels for executives
Prior to or early in each fiscal year, after considering input from our CEO, as well as from PM, and following the assessment of compensation trends and competitive market data, our Compensation Committee determines what changes, if any, should be made to the executive compensation program and sets the level of compensation for our executive officers, other than our CEO. As part of this process, our Compensation Committee reviews each executive officer’s three-year compensation history, including base salary rate and annual cash incentive award target values and annual cycle equity awards, and also reviewsaward target values at 50% of full-year values). We returned to our typical annual compensation cycle starting with our fiscal year 2020 (which commenced January 4, 2020).
With respect to the types and levels of other benefits, such as change in control severance agreements. In the case of our CEO, the review and final compensation decisions are made by the independent directors of our Board.

40


In setting the levels of compensation early in the fiscal year, our Compensation Committee also establishes the short- and long-term financial performance measures and relative weighting and associated targets for performance-based, at-risk elements of compensation. For our CEO, such measures, weighting and targets are established by the independent directors of our Board. The specific financial performance measures, weighting and targets are intended to encourage and reward the creation of sustainable, long-term value for our shareholders and to be aligned with our Board-approved annual operating plan and long-term strategic plan.
Annual compensation cycle – performance reviews and payout determinations
Following the end of each fiscal year,described below, the independent directors of our Board meet in executive session withoutmake all final compensation decisions for our CEO or other members of management present underand COO (typically based on the leadership of the Chairpersonrecommendation of our Compensation Committee to conduct a performance review of our CEO. During such review, the independent directors evaluate our CEO’s achievement of agreed-upon objectives established early in the fiscal year, our overall performance, our CEO’s self-evaluation of his performance for the fiscal year and our CEO’s other accomplishments. Also at the end of each fiscal year, our Compensation Committee receives a specific compensation recommendation from our CEO for our other executive officers, which is based on our CEO’s review and assessment of each executive’s performance, achievement of objectives established early in the fiscal year for the executive and his or her business unit or organization within our Company, contribution to our performance and other accomplishments. Based on those performance reviews and our financial results for the applicable fiscal year(s)both cases), the independent directors of our Board, in the case of our CEO, and our Compensation Committee in the case of our other executive officers, determine and approve payouts of performance-based, at-risk elements of compensation to those executives.
Although compensation levels may differ among our named executive officers based on competitive factors and the role, responsibilities and performance of each named executive officer, there are no material differences in our compensation policies or the manner in which total target direct compensation is determinedmakes them for any of our named executive officers. The material elements of our executive compensation program applicable to our named executive officers also apply to our other executive officers.
Annual These decisions include: determining the types and levels of benefits; establishing performance measures, weightings and targets; setting target compensation cycle – equity-based compensation award practices
Our annual cycle for grants to executive officers ofvalues; granting equity awards typically occurs atand determining payouts. As noted below in the same time as decisions relating to“Employment Agreements” section of this CD&A, the base salary rate increases andlevel, annual cash incentive awards. This occurs early inand annual cycle awards of long-term equity-based incentive compensation for our CEO and COO, as well as the fiscal year, typically in late August, after financial resultsspecial, one-time integration-related long-term equity-based incentive compensation awards for our CEO and COO, are released and audited financial statements are available forrequired to be the preceding fiscal year. The dates for the meetings at which such grants typically are made are set well in advance of such meetings, usually one year or more. We typically make annual equity grantssame pursuant to our other eligible employees on the same date as the grants to executive officers.employment agreements with them.
Our Compensation Committee also may make grants
41  L3HARRIS 2020 PROXY STATEMENT


WHAT WE DO PRIOR TO OR EARLY IN A NEW FISCAL YEAR

Consider program design changes

Determine what changes, if any, should be made to the executive compensation program for the new fiscal year (after receiving input from our CEO, COO and independent compensation consultant, and an assessment of compensation trends and competitive market data).
Set target compensation values
The process for setting target compensation values includes a review of:

>  the executive’s three-year compensation history, including base salary level and annual cash incentive and equity awards;

>  the types and levels of other benefits available to the executive, such as change in control severance arrangements; and

>  compensation comparison peer group data or broad compensation market data, including surveys.

Establish performance measures and targets and individual performance objectives

Establish:

>   short- and long-term financial performance measures and their relative weighting and associated targets for


performance-based, at-risk elements of compensation for the new fiscal year; and
>  individual performance objectives for each executive and for his or her business unit or organization.
These measures, weightings and targets and performance objectives are intended to align with our Board-approved annual operating plan and long-term strategic plan and create a “pay for profitable growth environment” and thereby encourage and reward the creation of sustainable, long-term value for our shareholders.
Make equity grants
Annual equity award grants to executive officers are made at meetings, the dates for which usually are set one year or more in advance, and annual equity award grants to our other eligible employees typically are made on the same date. We do not time equity grants to take advantage of information, either positive or negative, about us that has not been publicly disclosed.
In special circumstances, such as new hires or promotions or for retention or recognition, grants may occur outside of the typical cycle. Under a policy adopted by our Compensation Committee, such grants are made on the first trading day of the month following the hiring, promotion or other event (if this day falls during a “quiet period” under our insider trading policy, then on the first trading day after such period ends).

WHAT WE DO AFTER THAT FISCAL YEAR ENDS
Conduct performance reviews
> For our CEO and COO, the independent directors of our Board conduct a performance review, evaluating such executive officer’s achievement of objectives established early in the fiscal year, other accomplishments, overall company performance and such executive officer’s self-evaluation of performance for the fiscal year. This review occurs in executive session, under the leadership of our Compensation Committee Chairperson and without our CEO, COO or other members of management present.
>  For our other executive officers, our CEO, with input from our COO, provides our Compensation Committee with specific compensation recommendations based
on a review and assessment of each executive officer’s performance, including achievement of objectives established early in the fiscal year for the executive and his or her business unit or organization, contribution to company performance and other accomplishments.
Determine payouts
Payouts of performance-based, at-risk elements of compensation to executives are determined based on performance reviews relative to pre-determined objectives and formulaic calculations of our financial results for the fiscal year against pre-determined targets, typically after audited financial statements become available approximately two months after the fiscal year end.

For fiscal 2019, due to the then-impending closing of the Merger, performance reviews were conducted and payouts of performance-based elements of compensation to Harris executive officers were approved on June 28, 2019, immediately before fiscal 2019 ended, instead of after the fiscal year ended as in a typical compensation cycle. For our abbreviated fiscal transition period, which began June 29, 2019 and ended January 3, 2020, in connection with selecting executives for roles in the combined Company after the Merger, target compensation values and equity-based compensation awards for executives were approved within the first month following the completion of the Merger, with equity-based compensation awards granted on August 1, 2019 (the first trading day after our “quiet period” ended, in accordance with our insider trading policy).


L3HARRIS 2020 PROXY STATEMENT  42


Competitive Considerations
Benchmarking
Each element of our executive compensation program is addressed in the context of competitive practices. In general, ourBENCHMARKING
Our Board and Compensation Committee setsset total target direct compensation for our CEO, COO and other executives to bein their discretion (including based on factors such as experience, position, responsibilities, tenure and contributions), but generally within the range of 20% below to 20% above the median of total target direct compensation for comparable positions where available, at companies in our compensation comparison peer group. Our Compensation Committee also reviewsgroup (to the extent such data is available) and after considering other applicablebroad compensation market data, including surveys. AlthoughFor our Compensation Committee reviews compensation comparison peer group and market data, it uses discretion in setting an executive’s compensation after considering experience, position, responsibilities, tenure and contributions. For fiscal 2018,transition period, our Human Resources Department performed a comprehensive assessment and benchmarking of the competitive compensation positioning of our CEO, COO and other executive officers and the mix and elements of such compensation. Although the primary focus of such assessment and benchmarking wastheir compensation, primarily focusing on our compensation comparison peer group, such assessmentbut also using broad general industry and benchmarking also included other broadaerospace and defense compensation market data to provide additional data points fordata. For our Compensation Committee. For fiscal 2018,transition period, our Compensation Committee also engaged PM to assess the composition of our compensation comparison peer group andFW Cook to review, assess and validate our Human Resources Department’s assessment and benchmarking of the median pay levels for our CEO and other executive officers, theprocess.

41COMPENSATION COMPARISON PEER GROUP


competitive position of the compensation for our CEO and other executive officers, and the mix and elements of such compensation.
Compensation comparison peer group
We seek to include in ourOur compensation comparison peer group is used for assessingto assess the competitiveness of the compensation of our CEO, COO and other executive officersofficers. We seek to include companies that compete with one or more of the following attributes: similarityus for executive talent and are similar to us in industry, business model, revenue and/or market capitalization; and businesses that compete with us for executive talent.capitalization. Our Compensation Committee periodically reviews the composition of our compensation comparisonthis peer group and makes changes it determines are appropriate based on changes to our businesses and changesor to the attributes of each companycompanies in suchthe group and whether it continues to make itsor the availability of their compensation data available. PM,data. Our independent compensation consultant, our CEO, our COO and management provide input to our Compensation Committee as toregarding changes to the attributes of companiespeer companies.
Compensation Comparison Peer Group for Fiscal Transition Period and 2020
(Companies added shown in our compensation comparison peer group.red)
Eaton Corporation plcLockheed Martin CorporationRockwell Automation, Inc.
Emerson Electric Co.Motorola Solutions, Inc.Spirit AeroSystems Holdings, Inc.
General Dynamics CorporationNorthrop Grumman CorporationTextron Inc.
Honeywell International Inc.Parker Hannifin CorporationUnited Technologies Corporation
Leidos Holdings, Inc.Raytheon Company
Our compensation comparison peer group for our fiscal 2018 consistedtransition period initially was proposed by Aon, subsequently was reviewed and endorsed by FW Cook and PM in support of their respective work for the following 15 companies:
•    Curtiss-Wright Corporation•    Northrop Grumman Corporation•    Rockwell Collins, Inc.
•    Huntington Ingalls Industries, Inc.•    Orbital ATK, Inc.•    Spirit AeroSystems Holdings, Inc.
•    L-3 Technologies, Inc.•    Parker Hannifin Corporation•    Teledyne Technologies Incorporated
•    Leidos Holdings, Inc.•    Raytheon Company•    Textron Inc.
•    Motorola Solutions, Inc.•    Rockwell Automation, Inc.• TransDigm Group Incorporated
OurL3 and Harris Compensation Committees prior to the Merger, and was approved by the L3 and Harris Compensation Committees, in connection with L3 and Harris entering into the Merger Agreement and the employment arrangements with Messrs. Brown and Kubasik. The changes to our compensation comparison peer group for our fiscal 2018 reflectedtransition period (compared with the previous compensation comparison peer group for Harris) were based on the larger size of our combined Company and refreshed business model following the Merger, with companies added shown in red in the table above and the following changes versus fiscal 2017, following our divestitures of our government IT services business and our Harris CapRock Communications commercial business in fiscal 2017:companies removed:
>
AddedRemoved
•    
Companies removed: Curtiss-Wright Corporation,
•    B/E Aerospace, Huntington Ingalls Industries, Inc. (acquired)
•, L3 Technologies, Inc., Orbital ATK, Inc.•    Booz Allen Hamilton Holding Corporation (evolving business disparity)
•    Parker Hannifin Corporation•    CACI International,, Rockwell Collins, Inc. (evolving business disparity)
•, Teledyne Technologies Incorporated•    General Dynamics Corporation (evolving revenue and market capitalization disparity)
• TransDigm Group Incorporated•    Science Applications International Corporation (evolving business disparity)Incorporated.
The additions were made on
Companies added to the basis of similaritygroup compete with L3Harris for executive talent and are similar to usL3Harris following the Merger in industry, business model, revenue and/or market capitalization. Companies removed from the group generally were removed due to acquisitions by other companies, evolving business disparity or evolving revenue or market capitalization and businesses that we believe compete with usdisparity.
In August 2019, our Compensation Committee approved the same compensation comparison peer group for executive talent.fiscal 2020 as was approved for our fiscal transition period.
Elements
43  L3HARRIS 2020 PROXY STATEMENT



OVERVIEW OF OUR MAIN EXECUTIVE
COMPENSATION ELEMENTS

The compensation program for our executive officers typicallyprimarily consists of the following elements:
base salary;
annual cash incentive award compensation;
>base salary;

>annual cash incentive award compensation; and

>equity-based long-term incentive compensation.
As noted above, the overall objective of our compensation program is to encourage and reward the creation of sustainable, long-term incentive compensation (which included performance share units, stock options and restricted stock units for fiscal 2018);
health, welfare and other personal benefits; and
change in control, severance, retirement and other post-employment pay and benefits.
shareholder value. Our Compensation Committee believes that the current elements of our executive compensation program further this objective. They directly align the interests of our executives and shareholders, are competitive, motivate achievement of our short- and long-term financial goals and strategic objectives and align realized pay with performance, in furtherance of our overall objective of encouraging and rewarding the creation of sustainable, long-term shareholder value. performance.
We do not have a formal policy relating to the mix among the various elements of our compensation program. However, we believe that the greater an executive’s responsibility level and ability to influence results, the greater the portion of the executive’shis or her overall compensation that should be performance-based, at-risk compensation.
CEO Employment Agreement
On October 8, 2011,The equity-based long-term incentive compensation we entered into an employment agreement with Mr. Brown pursuant to which he becamegranted in our President and Chief Executive Officer effective November 1, 2011. Mr. Brown’sfiscal transition period included restricted stock unit awards as part of our annual compensation arrangement under his employment agreement was the result of arm’s-length negotiation. In negotiating such arrangement, our Compensation Committee received information, analysis and advice from PM, from independent legal counsel and from the national executive search firm retained by our Board’s CEO search committee. In developing the compensation arrangement for

42


Mr. Brown, our Compensation Committee and Board also considered the same executive compensation objectives and competitive positioning approach used for our other executives and the substantial amount of long-term compensation that he would forfeit to join us. As a result, Mr. Brown’s compensation arrangement addressed both “ongoing” compensation and benefitscycle, as well as “transition” compensation. Elementsspecial, one-time integration-related awards consisting of Mr. Brown’s “ongoing” compensationperformance share units and benefits provided under his employment agreement that continuedperformance stock options. These awards are discussed in fiscal 2018 included:
base salary;
annual cash incentive opportunity undermore detail below in this CD&A. For 2020, we returned to our Annual Incentive Plan;
eligibility for annual grantsmore typical mix of types of equity-based long-term incentives; and
eligibility to participate in our retirement and employee welfare and benefit plans in accordance with their terms.
A description of the material terms of Mr. Brown’s employment agreement, including payments and benefits to be provided to Mr. Brown in the event his employment is terminated by us without “cause” or by Mr. Brown as a result of a “constructive termination” is set forth in the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 75. We also entered into an Executive Change in Control Severance Agreement with Mr. Brown, which is described in the “Executive Change in Control Severance Agreements” section of this proxy statement beginning on page 77.
Chief Financial Officer Offer Letter Agreement
Mr. Ghai was promoted to our Senior Vice President and Chief Financial Officer effective February 11, 2016, from his previous role as our Vice President, Finance-Integration. In connection with the promotion, we and Mr. Ghai entered into an amendment to the offer letter agreement entered into by us and Mr. Ghai in January 2015 pursuant to which he joined us (such offer letter agreement, as amended, is referred to as his “offer letter agreement”). Mr. Ghai’s compensation arrangement under his offer letter agreement was the result of arm’s-length negotiation. In developing the compensation arrangement for Mr. Ghai, our Compensation Committee considered the same executive compensation objectives and competitive positioning approach usedawards for our other executives. Mr. Ghai’sannual long-term incentive compensation arrangement addressed both “ongoing” compensationelement—performance share units, stock options and benefits as well as “transition” compensation. Elements of Mr. Ghai’s “ongoing” compensation and benefits provided under his offer letter agreement that continued in fiscal 2018 included:restricted stock units.
base salary;
annual cash incentive opportunity under our Annual Incentive Plan;
eligibility for annual grants of equity-based long-term incentive; and
eligibility to participate in our retirement and employee welfare and benefit plans in accordance with their terms.
For more information regarding the elements of Mr. Ghai’s “ongoing” compensation and benefits and “transition” compensation, see the Fiscal 2018 Summary Compensation Table on page 65 and the related footnotes. We also entered into an Executive Change in Control Severance Agreement with Mr. Ghai, which is described in the “Executive Change in Control Severance Agreements” section of this proxy statement beginning on page 77.
Base Salary and How
Base Salary Rate is Determined
We provide executives with a base salary for services rendered during the year. The base salary rate reflects a fixed, stable portion of the overall compensation package and also generally isserves as the base amount from which other compensation elements are determined, such as target annual cash incentive awards at the time of approval. The base salary ratedetermined. It represents a relatively small percentage of total target direct compensation,. In general, particularly for executive officers with higher levels ofgreater responsibility and ability to influence results have a lower percentage of compensation fixed as base salary and a higher percentage of performance-based, at-risk compensation.results.
Our Compensation Committee reviews executive base salary rates on an annual basislevels prior to or early in each fiscal year as well as any timeand whenever there is a substantial change in an executive’s responsibilities or in market conditions. Our Compensation CommitteeIt generally targets an executive officer’s base salary ratelevel to be withinfall between 20% below toand 20% above the median of the market for base salary ratesmedian for comparable positions where available, at companies in our compensation comparison peer group. Our Compensation Committee also reviewsgroup, and considers other applicablerelevant market data, including surveys. However, the specifican executive’s base salary rate for an executivelevel also is influenced by the executive’shis or her experience, position, responsibilities, tenure, contributions and individual performance, as well as current marketbusiness conditions and our business outlook.

43


Annual Cash Incentive Compensation and How Annual Cash Incentive Compensation is Determined
We provide executivesour executive officers the opportunity to earn annual cash incentive compensation through awards under the Harris Corporationour Annual Incentive Plan, which was effective as of July 4, 2015 and approved by our shareholders in October 2015 (our “Annual Incentive Plan”). Annual cash incentive awards to executivesPlan. Awards under this plan are structured to provide payouts ranging from 0% to 200% of pre-established award targets,target values, depending on:
our financial performance against specific financial performance measures; and
named executive officer performance against individual objectives and contribution to our overall results.
This structure produces the following result for executives:
>our performance against specific pre-determined financial performance measures; and

>named executive officer performance against pre-determined individual objectives and contribution to our overall results.

upside potentialFor executives, this structure creates: of above-target payouts if our financial performance is above target; and

downside risk of below-target payouts if our financial performance is below target.
>the upside potential of above-target payouts if our financial performance is above target; and

Our Compensation Committee believes
>the downside risk of below-target payouts if our financial performance is below target.
Through this structure, the annual cash incentive motivates our executives to focus on achieving or exceeding the fiscal yearpre-determined financial performance measure targets and individual objectives.objectives strategically chosen to align with the interests of our shareholders.
Determination
SETTING AWARD TARGET VALUES
As described above in “Annual Compensation Cycle,” early in the fiscal year, an annual cash incentive compensation award target value is set for each executive officer. For the named executive officers, these target values generally are set as a percentage of base salary level, using as a reference point either compensation comparison peer group data (if such data is available for a comparable position) or broad compensation market data, including surveys. The independent directors of our Board (based on the recommendation of our Compensation Committee) set target values for our CEO and COO, and our


L3HARRIS 2020 PROXY STATEMENT  44

Compensation Committee sets them for other executive officers. (As noted above, target values for our fiscal transition period were 50% of full-year values, reflecting the 6-month duration of our fiscal transition period.)
ESTABLISHING METRICS AND INDIVIDUAL PERFORMANCE OBJECTIVES
Also early in the fiscal year, specific financial performance measures and their relative weighting and associated targets and individual performance objectives
Early in each fiscal year, the independent directors of our Board based on the recommendation of our Compensation Committee, in the case of our CEO, and our Compensation Committee, in the case of other executive officers, establish specific financial performance measures and relative weighting and the associated targets and thresholds are established, as well as individual performance objectives for each executive officer, against which performance is measuredofficer. Again, the independent directors of our Board (in the case of our CEO and payouts are determined underCOO) and our Annual Incentive Plan.Compensation Committee (in the case of other executive officers) establish these metrics and objectives.
As a general principle, we seek to establish targets for financial performance measures that are aligned with our annual operating plan and are challenging yet achievable. Targets are set at levels we believe require significant effort on the part of executives, yet also represent a reasonable expectation of financial results based on prior-year performance, existing business conditions, the markets in which we participate and our outlook.
Determination of target value of cash incentive compensation
Early in each fiscal year, theDETERMINING PAYOUTS
The independent directors of our Board based on the recommendation of our Compensation Committee, in(in the case of our CEO and COO) and our Compensation Committee in(in the case of other executive officers, also set an annual cash incentive compensation target for each executive officer. Annual cash incentive compensation targets for our named executive officers generally are set as a percentage of base salary rate, using our compensation comparison peer group data as a reference point, if available for a comparable position, or broad compensation market data, including surveys.
Determination of payouts of cash incentive compensation
Following the end of each fiscal year, the independent directors of our Board based on the recommendation of our Compensation Committee, in the case of our CEO, and our Compensation Committee, in the case of our other executive officers,officers) determine and approve payouts of performance-based, cash incentive compensation under our Annual Incentive Plan, to those executives based on formulaic calculations of our financial results andagainst pre-determined financial performance measure targets, as well as performance reviews relative to pre-determined objectives for the fiscal year. Pre-determined objectives generally emphasize ethics; compliance and safety; operational excellence; talent; engagement; diversity and inclusion; and environmental, social and governance focus areas. Payout determinations typically occur after audited financial statements become available (approximately two months after the end of each fiscal year). In certain instances, as permitted under our Annual Incentive Plan, financial performance measure targets and our GAAPactual results aremay be adjusted by our Compensation Committee, and in the case of our CEO, by the independent directors of our Board, in recognition of unusual or nonrecurring events affecting us or our financial statements, such as items that are determined not to be reflective of normal, ongoing business operations. At the request of the Chairperson of our Audit Committee, our Internal Audit Department independently verifies calculations for payouts under our Annual Incentive Plan.Plan payouts.
Broad-Based Performance Reward Plan
We maintain a broad-based annual cash incentive plan available to many of our U.S.-based employees, including our executive officers, which is our Performance Reward Plan. Pursuant to our “self-funding” modelFor corporate executives, payouts are based 100% on consolidated L3Harris results; for our Performance Reward Plan, if oursegment presidents, payouts are based 50% on segment results and 50% on consolidated operating incomeL3Harris results; and for a fiscal year exceeds a target set early in that fiscal year, we would create a pool for eligible employees in an amount equal to a specified percentage (set early in that fiscal year) of such excess,other segment executives, payouts are based 80% on segment results and cash payouts from the pool would be made among eligible employees based20% on their eligible compensation, which is generally paid wages and earned incentives during that fiscal year. For eligible compensation above the Social Security wage base, we would make a supplemental payment to be determined by us.consolidated L3Harris results.

44


Long-Term Compensation — Equity Awards and How Long-Term Compensation is DeterminedIncentives
We provide long-term incentive compensation to our executive officers under the Harris Corporationour 2015 Equity Incentive Plan which our shareholders approved in October 2015 (our “Equity Incentive Plan”), through a combination of awards of performance share units, stock options and restricted stock units. In more limited circumstances, we also may grant performance stock options to better align. Long-term incentive compensation with execution against certain strategic initiatives and may grant shares of restricted stock and restricted stock unit awards to facilitate recruitment. The long-term compensation elements of our executive compensation program areis designed to motivate our executives to focus on achievement of our long-term financial goals and strategic objectives.
TYPES OF EQUITY AWARDS USED
We award different types of equity-based compensation because we believe that each type incentivizes and rewards shareholder value creation in a different way, as follows:
Performance share units - although the value of all forms of equity-based compensation is directly impacted by both increases and decreases in the price of our common stock, performance share unit awards motivate our executives to achieve our multi-year financial and operating goals because the number of units ultimately earned depends on the level of our performance against internal and external financial measures, generally over a three-year period. Under such awards, each new fiscal year begins a new three-year performance cycle for which we establish financial performance measures and relative weighting and associated targets, against which performance is measured and payouts are determined.
Stock options - stock options motivate our executives to increase shareholder value because the options have value only to the extent the price of our common stock on the date of exercise exceeds our stock price on the grant date, and thus compensation is realized only if our stock price increases over the term of the award and the option is exercised by the executive.
Restricted stock units - restricted stock unit awards primarily facilitate retention and succession planning because the restrictions on these awards typically expire at the end of a three-year period.
All forms of equityway. Equity awards also are intended to retain executives, encourage share ownership and maintain a direct link between our executive compensation program and the value and appreciation in value of our stock. Types of awards we typically use are:
Determination
>
Performance share units. Performance share unit awards motivate our executives to achieve our multi-year financial and operating goals because the number of units ultimately earned depends on how we perform, generally over a three-year performance period, against financial performance measures and their relative weighting and associated targets established early in the first fiscal year of each performance period. As with all forms of equity-based compensation, the value of performance share units also is impacted directly by increases or decreases in our stock price.
>
Stock options. Stock options motivate our executives to increase shareholder value because the options have value, and compensation can be realized, only to the extent the price of our common stock increases between the grant date and the date of exercise.
>
Restricted stock units. Restricted stock unit awards primarily facilitate retention and succession planning because they carry restrictions that typically expire only if the executive is still employed with us at the end of a three-year period.
In limited circumstances, we also may grant performance stock options to better align compensation with execution against certain strategic initiatives, as well as shares of target valuerestricted stock and restricted stock unit awards to facilitate recruitment.
As noted above, due to the special circumstances of the Merger, the types of equity-based compensation we granted in our fiscal transition period included restricted stock units in respect of our annual cycle awards of long-term incentive compensation, as well as special, one-time integration-related awards consisting of performance share units and performance 

45  L3HARRIS 2020 PROXY STATEMENT


stock options. These awards are discussed in more detail below in this CD&A. For fiscal 2020, we returned to our more typical mix of types of equity-based awards for our annual long-term incentive compensation element—performance share units, stock options and restricted stock units.

SETTING AWARD TARGET VALUES
Early in eachthe fiscal year, the independent directors of our Board based on the recommendation of our Compensation Committee, in the case of our CEO, and our Compensation Committee, in the case of other executive officers, set atotal target value for long-term equity incentive compensation targetawards is established for each executive officer. The totalFor the named executive officers, the target value of long-term equity incentive compensation for each of our executive officerstypically is typically set using our compensation comparison peer group data as a reference point, if available for a comparable position, and/or other applicablebroad compensation market data, including surveys.
Determination of mix of elements of long-term incentive compensation
Early in each fiscal year, the The independent directors of our Board based(based on the recommendation of our Compensation Committee, in the case ofCommittee) set target values for our CEO and COO, and our Compensation Committee sets them for other executive officers.
DETERMINING THE MIX OF INCENTIVES FOR EACH EXECUTIVE
Early in the case of other executive officers, determinefiscal year, the appropriate mix of types of equity-based compensation elements (i.e., the percentage of total award target value of an executive officer’s long-term equity-based compensation at the time of award to be allocated to each elementtype of long-term equity-based compensation)award) is determined for each executive officer. The independent directors of our Board (based on the recommendation of our Compensation Committee) determine the mix for our CEO and COO, and our Compensation Committee determines the mix for other executive officers. These determinations are made after considering the mix of such elementsrelevant data for our compensation comparison peer group, the retention value of each elementtype of compensation and other factors important to us, including tax and accounting treatment, linking incentive compensation to performanceperformance; tax and the recommendation of PM.accounting treatment; and our Compensation Committee’s independent compensation consultant’s recommendation.
From the total values of each element of awards of long-term equity-based compensation, we
We then determine the specific numbernumbers of performance share units restricted stock units and stockor options as applicable, to be granted to each executive officers under such awardsofficer based on the applicable percentage of total award target value allocated to each type of award. For our fiscal transition period, we valued units or options using the grant date fair value method, consistent with the valuation method required for calculating amounts shown in the “Stock Awards” and “Option Awards” columns of the Fiscal Transition Period Summary Compensation Table on page 62, and we expect to use this valuation method in subsequent fiscal years. For fiscal 2019 and prior fiscal years, we valued units or options based on a 60-day average closing market price of our common stock ending August 1 of the applicable year (priorprior to the grant date), which valuation methodology differs from the grant date fair value method required for the calculation of amounts presenteddate.
PERFORMANCE SHARE UNITS
Establishing performance metrics. As described above in the “Stock Awards” and “Option Awards” columns of the Fiscal 2018 Summary“Annual Compensation Table on page 65.
Performance share unit awards – grants of awards for new fiscal year covering multi-year performance period
EarlyCycle,” early in the first fiscal year of each multi-year performance period with respect to our performance share unit awards, the independent directors of our Board based on the recommendation of our Compensation Committee, in the case of our CEO, and our Compensation Committee, in the case of our other executive officers,(generally three years), we establish specific financial performance measures and their relative weighting and the associated targets and thresholds, against which performance is measuredserve as the basis for measuring how we perform and payouts are determined. Actual payouts for performancedetermining payouts. Performance share unit awards generally are madestructured to provide payouts in shares of our common stock and can rangeranging from 0% to 200% of the target number of performance share units granted under such awards. The independent directors of our Board (based on the recommendation of our Compensation Committee) establish the metrics for our CEO and COO, and our Compensation Committee establishes them for other executive officers.

45


As a general principle, we seek to establish targets for financial performance measures that are aligned with our three-year strategic plan and are challenging yet achievable. Targets are set at levels we believe require significant effort on the part of executives, yet also represent a reasonable expectation of financial results based on prior-year performance, existing business conditions, the markets in which we participate and our outlook.
Performance share unit awards – determination of payouts of awards for performance period ending at end of each fiscal year
Following the end of each fiscal year, theDetermining payouts. The independent directors of our Board based(based on the recommendation of our Compensation Committee, in the case of our CEO and COO), and our Compensation Committee in(in the case of our other executive officers,officers) determine and approve payouts to those executives in respect ofunder performance share unit awards for the multi-year performance period that endsconcludes at the end of suchthat fiscal year, based on formulaic calculations of our results against pre-determined financial resultsperformance measure targets for such performance period. Payout determinations typically occur after audited financial statements become available (approximately two months after the end of each fiscal year). In certain instances, as permitted under our Equity Incentive Plan, financial performance measure targets and our actual results aremay be adjusted by our Compensation Committee, and in the case of our CEO, by the independent directors of our Board, in recognition of unusual or nonrecurring events affecting us or our financial statements, such as items that are determined not to be reflective of normal, ongoing business operations. At the request of the Chairperson of our Audit Committee, our Internal Audit Department independently verifies calculations for payouts in respect of performance share unit awards.
Stock options
As previously disclosed in our proxy statement for our 2019 Annual Meeting of Shareholders, due to the special circumstances of the Merger, payouts in respect of performance share unit awards for the fiscal 2017-2019, fiscal 2018-2020 and fiscal 2019-2021 performance periods were determined and approved immediately before our fiscal 2019 ended in advance of the Merger closing on June 29, 2019. For details on such approval in fiscal 2019 and payouts in our fiscal transition period, see the Compensation and Discussion Analysis—Executive Compensation Decisions For Fiscal 2019—Long-Term Incentives discussion in our proxy statement for our 2019 Annual Meeting of Shareholders filed with the SEC on September 10, 2019. Due to the vesting and payouts of all then-outstanding performance share unit awards in connection with the end of fiscal 2019 and the Merger closing, no payout determinations in respect of performance share unit awards were required or made during our fiscal transition period.


L3HARRIS 2020 PROXY STATEMENT  46

STOCK OPTIONS
Stock options granted to our executive officers typically have the following terms:
An exercise price equal to the closing price of our stock on the grant date;
Vest in equal installments of one-third each
>Exercise price equal to the closing price of our common stock on the first, second and third anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date;

Expire 10 years from the grant date; and
Accelerated vesting upon a change in control or other events as discussed elsewhere in this proxy statement.
>Vesting in equal installments of one-third each on the first, second and third anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date (except in the case of performance stock options granted in our fiscal transition period, which have “cliff” vesting of 100% on June 29, 2022, the third anniversary of the Merger, reflecting alignment with the performance metric for those options);
Without prior approval of our shareholders, stock
>Expiration 10 years from the grant date; and

>“Double trigger” accelerated vesting (for options granted after fiscal 2019; accelerated vesting upon a change in control or other events for options granted through fiscal 2019).
Stock options, including performance stock options, granted by us may not be repriced, replaced, modified or regranted through cancellation or modified by us if the effect thereof would be to reduce the exercise price of such stock options, other thanexcept with prior approval of our shareholders, or in connection with a change in our capitalization, including spin-offs.
Restricted stock and restricted stock unit awards
RESTRICTED STOCK AND RESTRICTED STOCK UNITS
Restricted stock or restricted stock unit awardsunits are used primarily to facilitate retention and succession planning and, in more limited circumstances, as a recruitment mechanism to replace the value of equity awards that an executive may have been forfeited as a result ofupon leaving a former employer. The restrictionsRestrictions on these awards, which typically expire at the end of a three-year period. The restrictionsperiod, provide that the shares or units may not be sold or otherwise transferred and the shares or units will be immediately forfeited in the event ofif the recipient’s termination of employment ends for any reason other than involuntary termination without cause, voluntary termination for good reason, death, disability or retirement.
EXECUTIVE COMPENSATION DECISIONS FOR OUR SIX-MONTH FISCAL TRANSITION PERIOD
This section describes the compensation paid or awarded for our fiscal transition period to our named executive officers with respect to each major compensation element (base salary, annual cash incentive and long-term incentives) and how this compensation was determined. Timing of compensation decisions generally is described in the preceding sections on “Our Executive Compensation Philosophy and Practices” and “Overview of our Main Executive Compensation Elements.”
Base Salary
The table below shows the fiscal transition period annual base salary level for each named executive officer (including a comparison with fiscal 2019 for named executive officers who were employed with Harris in fiscal 2019).
Annual Base Salary Levels: Fiscal Transition Period vs. Fiscal 2019

  
Fiscal 2019
Annual Base Salary Level
  
Fiscal Transition Period
Annual Base Salary Level
  
% Change
  
Reason for Change
 
Mr. Brown $1,350,000  $1,450,000   7.4% Merit / market (larger company) 
Mr. Kubasik $—  $1,450,000   N/A   N/A 
Mr. Malave $—  $625,000   N/A   N/A 
Mr. Gautier $—  $600,000   N/A   N/A 
Mr. Zoiss $500,000  $600,000   20% Merit / market (larger business) 
Actual base salary amounts paid for our abbreviated 6-month fiscal transition period are shown in the “Salary” column of the Fiscal Transition Period Summary Compensation Table on page 62.
Annual Cash Incentive
AWARD TARGET VALUES FOR FISCAL TRANSITION PERIOD
The table below shows information regarding each named executive officer’s fiscal transition period annual cash incentive award target value under the Annual Incentive Plan. (As noted above, target values for our fiscal transition period were 50% of full-year values, reflecting the 6-month duration of our fiscal transition period.)

47  L3HARRIS 2020 PROXY STATEMENT


Annual Cash Incentive: Award Target Values for Named Executive Officers, Fiscal Transition Period vs. Fiscal 2019

 

 
Fiscal Transition
Period Cash
Incentive Target Value
  
Fiscal 2019 Cash
Incentive Target Value
(as % of Base Salary)
  
Fiscal Transition
Period Cash
Incentive Target Value
(as % of Base Salary)*
  % Change  Reason for Change 
Mr. Brown $
 1,250,000  170% 172% 1% Rounding 
Mr. Kubasik $1,250,000   —%  172%  N/A   N/A 
Mr. Malave $312,500   —%  100%  N/A   N/A 
Mr. Gautier $300,000   —%  100%  N/A   N/A 
Mr. Zoiss $300,000   75%  100%  33% Merit / market (larger business) 
*Calculated based on 100% of full-year value (as opposed to 50% of full-year value) for comparability with fiscal 2019 amount.
PERFORMANCE MEASURES AND PERFORMANCE TARGETS FOR OUR FISCAL TRANSITION PERIOD
The graphics below show the three financial performance measures and their relative weighting and associated performance targets for our fiscal transition period annual cash incentive awards under the Annual Incentive Plan for our named executive officers. The graphics also show how varying levels of performance would result in different payout percentages. The same financial performance measures, weighting and mathematical relationship between performance and payout percentages were approved for L3Harris as well as all four reporting segments, including our Aviation Systems segment and Space and Airborne Systems segment (which are relevant for Messrs. Gautier and Zoiss, respectively, in their roles as segment presidents). Our Board and Compensation Committee chose these performance measures and their relative weighting based on their business judgment that they would incentivize our performance against our key strategic priorities we set in our annual operating plan for our fiscal transition period (for example, executing seamless integration of L3 and Harris; driving flawless execution and margin expansion; growing revenue; and maximizing cash flow with shareholder friendly capital deployment).
Annual Cash Incentive: Financial Performance Measures, Weighting, Performance Targets and Payout Percentages
Measures and Weighting
40%
EARNINGS BEFORE INTEREST
AND TAXES (EBIT)
40%
FREE CASH FLOW
(FCF)
20%
REVENUE
Our ability to generate profits from revenue: can be increased by efficient management and operation of our business, including reducing costs, improving procurement and sourcing practices and achieving operational excellence.
The cash we generate after accounting for capital expenditures: can be increased by accelerating cash receipts, improving payment terms, reducing inventory, increasing prices and reducing expenses.
What we generate from normal business activities: can be increased by improving market share, introducing new products, entering new markets, enhancing execution and pricing effectively.

Performance Targets (in millions)

  L3Harris  
Aviation
Systems
  
Space &
Airborne
Systems
 
EBIT $1,537  $316  $441 
FCF
 $1,328   366
  $340 
Revenue
 $9,229   2,123
  $2,329 
Relationship Between Performance and Payout Percentage

As the graphic shows, varying performance levels were linked to specific resulting payout percentages, with performance below threshold (set at 80% of target performance) resulting in a payout percentage of zero.

PAYOUTS FOR FISCAL TRANSITION PERIOD
The first table below shows results for each financial performance measure for L3Harris as well as for our Aviation Systems segment (relevant for Mr. Gautier) and our Space and Airborne Systems segment (relevant for Mr. Zoiss). It also shows how we used those results to calculate weighted payout percentages for annual cash incentive awards under our Annual Incentive Plan.
The second table shows how we used these weighted payout percentages to determine payouts for our named executive officers, linking their annual cash incentive award payouts under our Annual Incentive Plan to our fiscal transition period results for each pre-established financial performance measure.


L3HARRIS 2020 PROXY STATEMENT  48

Annual Cash Incentive: Results and Payout Percentages for Fiscal Transition Period


Financial Performance Measure
   
Target1
(in millions)
   
Result
(in millions)
   
Adjusted
Result2
(in millions)
   
Adjusted
Result Relative
to Target
   
Resulting
Payout %
   
Weighted
Payout %
L3HARRIS
                          
EBIT  — 40% $1,537  $1,031  $1,601   104.1%  108.2% 117.4%
FCF  — 40% $1,328  $766  $1,450   109.2%  135.2%
Revenue  — 20% $9,229  $9,263  $9,240   100.1%  100.2%
AVIATION SYSTEMS SEGMENT
EBIT  — 40% $316  $289  $289   91.5%  80.7% 70.7%
FCF  — 40% $366  $288  $293   80.0%  50.0%
Revenue  — 20% $2,123  $2,038  $2,038   96.0%  92.0%
SPACE & AIRBORNE SYSTEMS SEGMENT
EBIT  — 40% $441  $442  $442   100.2%  100.4%  140.7%
FCF  — 40% $340  $441  $441   129.6%  200.0%
Revenue  — 20% $2,329  $2,360  $2,360   101.3%  102.6%

(1)The types of Merger-related adjustments to our adjusted results as described in footnote (2) below were anticipated when targets were approved and thus were reflected in the targets, which makes them comparable.
(2)Calculations are based on our financial results calculated in accordance with GAAP, adjusted as permitted under our Annual Incentive Plan in recognition of unusual or nonrecurring events affecting us or our financial statements. These adjustments are made in accordance with pre-established guidelines, including that any adjustment must be objectively measurable under GAAP.
The reported EBIT result for L3Harris was increased $570 million on a net basis, reflecting the exclusion of $834 million of charges for Merger deal and integration costs, amortization of acquisition-related intangibles, the fair value step-up in inventory sold, cumulative adjustment to lease expense and losses and other costs related to debt refinancing, partially offset by the exclusion of $264 million of gains from the sales of businesses and assets and pension curtailment. The reported free cash flow result for L3Harris was increased $684 million for cash flow used for Merger deal and integration costs and a voluntary, advance contribution to our qualified defined benefit pension plans. The reported revenue result for L3Harris was decreased $23 million for revenue generated by businesses divested in the fiscal transition period. The reported free cash flow result for Aviation Systems was increased $4.8 million for cash flow used for advance expense payments.

Annual Cash Incentive: Payouts for Fiscal Transition Period


  
Annual Incentive
Plan Target Granted
  
Weighted Payout % Under
Annual Incentive Plan
  
Actual Payout
(in $)
  
Actual Payout
(as % of Target)
 
Mr. Brown $1,250,000   117.4%$1,467,500

  117.4
%
Mr. Kubasik $1,250,000   117.4%$1,467,500

 117.4%
Mr. Malave $312,500   117.4%$367,000

  117.4%
Mr. Gautier $300,000   94.1%*$283,000

  94.3
%
Mr. Zoiss $300,000   129.1%*$388,000

  129.3
%

*Weighted payout percentage reflects 50% of calculated weighted payout percentage for applicable segment (Aviation Systems for Mr. Gautier and Space and Airborne Systems for Mr. Zoiss) and 50% of calculated weighted payout percentage for L3 Harris in accordance with provisions designed to incentivize segment executives to drive both segment and overall company results.
Although our Compensation Committee typically engages in pay differentiation in accordance with our pay-for-performance philosophy, the payouts shown above reflect no adjustments from the formulaic calculations of weighted payout percentages based on financial results against pre-determined targets (other than rounding up to the nearest thousand), which our Compensation Committee determined was appropriate for our abbreviated, 6-month fiscal transition period.

The payouts under our Annual Incentive Plan for our fiscal transition period also are shown in the note to the “Non-Equity Incentive Plan Compensation” column of the Fiscal Transition Period Summary Compensation Table on page 62.

49  L3HARRIS 2020 PROXY STATEMENT

Long-Term Incentives
The long-term incentives we granted to named executive officers in our fiscal transition period are summarized as follows:
>Restricted stock units in respect of our annual cycle awards of long-term incentive compensation cycle:
■granted only to certain executive officers—those employed with Harris at the time of the Merger who in accordance with Harris’ ordinary course annual compensation cycle practices would have received equity-based awards in August 2019 (and as noted above, granted with target values at 50% of full-year values, reflecting the six-month duration of our fiscal transition period).
■restricted stock units chosen based on their retention value; alignment with outstanding restricted stock units of L3Harris executive officers who were employed with L3 at the time of the Merger granted to them by L3 in early calendar 2019 prior to the Merger in accordance with L3’s ordinary course annual compensation cycle practices and the terms of the Merger Agreement; and concurrence of FW Cook and PM in support of their respective work for the Compensation Committees of L3 and Harris prior to the Merger.
■3-year cliff vesting.
>Special, one-time integration-related awards consisting of performance share units and performance stock options designed to drive successful execution of the integration of L3 and Harris (a strategic objective following the Merger):
■granted to all named executive officers.
■mix of performance share units and performance stock options, chosen based on their value in motivating achievement of synergy targets and other financial performance that our named executive officers can influence directly; their retention value; the terms of the employment arrangements with Messrs. Brown and Kubasik and alignment of incentives for other named executive officers; and concurrence of FW Cook and PM in support of their respective work for the Compensation Committees of L3 and Harris prior to the Merger.
■3-year cliff vesting.
For named executive officers employed with Harris at the time of the Merger, the Merger (which occurred at the very beginning of our fiscal transition period) also resulted in accelerated vesting and payouts of outstanding performance share unit awards and restricted stock unit awards as well as accelerated vesting of unvested stock options pursuant to the terms and conditions of those awards. (Double-trigger accelerated vesting on a change in control applies for equity awards granted after the Merger; single-trigger accelerated vesting on a change in control has been discontinued.)
EQUITY-BASED AWARDS FOR FISCAL TRANSITION PERIOD: TARGET VALUES AND FORM
The table below shows the total target value of equity-based long-term incentive compensation in respect of our annual cycle awards for our fiscal transition period for the named executive officers employed with Harris at the time of the Merger (including a comparison with fiscal 2019). (As noted above, target values for our fiscal transition period were set at 50% of full-year values, reflecting the six-month duration of our fiscal transition period.)
Annual Compensation Cycle Awards: Target Values for Certain Named Executive Officers
(Fiscal Transition Period vs. Fiscal 2019)
  
Fiscal 2019
Target Value
  
Fiscal
Transition Period
Target Value
  
% Change
(on Full-Year
Basis)*
 
 
Reason for Change
(on Full-Year Basis)
Mr. Brown $8,800,000  $5,125,000   16%Merit / market (larger company)
Mr. Zoiss $1,050,000  $800,000   52%Merit / market (larger business)
*Calculated based on fiscal transition period target value at 100% of full-year value (as opposed to 50% of full-year value) for comparability with fiscal 2019 amount.
>These target values were allocated 100% as restricted stock units.
Although not in respect of our annual cycle awards, Mr. Malave also was granted an award of restricted stock units in our fiscal transition period, which was in connection with his hiring as our Senior Vice President and Chief Financial Officer to offset foregone equity compensation from his prior employer, had a target value of $950,000 and is subject to ratable vesting in equal portions over three years.


L3HARRIS 2020 PROXY STATEMENT  50

Messrs. Kubasik and Gautier (who were employed with L3 at the time of the Merger) were not granted annual compensation cycle equity-based awards during our fiscal transition period, because L3 had granted them equity-based awards in early calendar 2019 prior to the Merger in accordance with L3’s ordinary course annual compensation cycle practices and the terms of the Merger Agreement.
The table below shows the target values of the special, one-time integration-related equity-based long-term incentive compensation awards made during our fiscal transition period for each named executive officer.
Special, One-Time Integration-Related Awards Made During Fiscal Transition Period: Target Values
  
Total Target
Value
  
Performance
Share Units
Target Value
  
Performance
Stock Options
Target Value
 
Mr. Brown $7,500,000  $2,500,000  $5,000,000 
Mr. Kubasik $7,500,000  $2,500,000  $5,000,000 
Mr. Malave $2,000,000  $660,000  $1,340,000 
Mr. Gautier $2,000,000  $660,000  $1,340,000 
Mr. Zoiss $2,000,000  $660,000  $1,340,000 
As reflected in the table, the total target values were allocated as follows:
>33% as performance share units
>67% as performance stock options

METRICS FOR SPECIAL, ONE-TIME INTEGRATION-RELATED AWARDS
The special, one-time integration-related performance share units and performance stock options are subject to cliff vesting and Merger synergy and other performance metrics summarized as follows:
>The performance share units are subject to future vesting and adjustment based on an award payout formula that measures, as of December 31, 2021, L3Harris achievement relative to a target level of $500 million for full-year run rate gross synergies from the Merger (with a minimum threshold set at 80% of target performance), with an upward or downward modifier for achievement relative to a target for cumulative earnings per share. Actual payouts for the performance share units will be made in shares of L3Harris common stock and can range from 0% to 400% of the target number of performance share units granted (0% to 200% for full-year run rate gross synergies performance relative to the $500 million target, with a 50% to 200% modifier for cumulative earnings per share performance relative to target). Vesting does not occur until June 29, 2022 and is conditioned on the executive officer’s continuing employment with us through that date (with certain exceptions).
>The performance stock options are subject to future vesting based on L3Harris achievement by December 31, 2021 of a threshold level for full-year run rate gross synergies from the Merger. Vesting does not occur until June 29, 2022 and is conditioned on the executive officer’s continuing employment with us through that date (with certain exceptions).
Our Board and Compensation Committee chose to use full-year run rate gross synergies and cumulative earnings per share as financial performance measures based on their business judgment that these measures would motivate elements of performance that executive officers could influence directly and that also would improve earnings per share over the long term and create long-term shareholder value.
For further information related to grants to our named executive officers in our fiscal transition period of restricted stock unit awards or special, one-time integration-related awards of performance share units or performance stock options, and related terms and conditions, see the Grants of Plan-Based Awards in Fiscal Transition Period Table on page 65 and related notes.
For information related to equity awards prior to our fiscal transition period and related terms and conditions, see the notes to the Outstanding Equity Awards at Fiscal Transition Period End Table on page 67 and related notes.

FISCAL 2018-2020 CYCLE PSU AND FISCAL 2019-2021 CYCLE PSU AWARDS: ACCELERATED PAYOUTS MADE DURING FISCAL TRANSITION PERIOD

As noted above, the Merger closing (which occurred at the very beginning of our fiscal transition period) triggered accelerated vesting and payouts of both fiscal 2018-2020 cycle performance share unit awards (granted in fiscal 2018) and fiscal 2019-2021 cycle performance share unit awards (granted in fiscal 2019), pursuant to the terms and conditions of those awards. Although payouts of long-term incentive compensation awards normally are approved after our fiscal year has ended, the then-impending Merger necessitated changing this timing for fiscal 2019, and those payouts instead were approved by

51  L3HARRIS 2020 PROXY STATEMENT

the Harris Board and the Harris Compensation Committee on June 28, 2019, immediately before our fiscal 2019 ended and in advance of the Merger closing and the transition to the new L3Harris Board and L3Harris Compensation Committee (the memberships of which were reconstituted on the closing date in accordance with the Merger Agreement).

For details on such approval in fiscal 2019 and payouts in our fiscal transition period, see the Compensation and Discussion Analysis—Executive Compensation Decisions For Fiscal 2019—Long-Term Incentives discussion in our proxy statement for our 2019 Annual Meeting of Shareholders filed with the SEC on September 10, 2019. These payouts are reflected in the Option Exercises and Stock Vested in Fiscal Transition Period Table on page 69 and related notes.
CERTAIN RESTRICTED STOCK UNITS AND STOCK OPTIONS: ACCELERATED VESTING AND PAYOUTS DURING FISCAL TRANSITION PERIOD
As noted above, the Merger closing also resulted in accelerated vesting and payouts of then-outstanding restricted stock unit awards and accelerated vesting of then-unvested stock options, in both cases pursuant to the terms and conditions of those awards. For details on such vesting and payouts (which occurred in our fiscal transition period), see the Option Exercises and Stock Vested in Fiscal Transition Period Table on page 69 and related notes.

CERTAIN LEGACY L3 INCENTIVE PLAN AWARDS: ACCELERATED VESTING AND PAYOUTS DURING FISCAL TRANSITION PERIOD
The Merger closing also resulted in accelerated vesting and payouts of cash amounts then-outstanding under legacy L3 multi- year performance cash and annual cash incentive plans, based on payout determinations made shortly before the Merger by the compensation committee of the board of directors of L3 after consultation with Harris.
EMPLOYMENT AGREEMENTS
Agreements With Mr. Brown
Brown Original Agreement. We have an employment agreement with Mr. Brown that was entered into when he accepted the position of President and Chief Executive Officer of Harris in 2011 (the “Brown Original Agreement”). The Brown Original Agreement addresses, among other things, Mr. Brown’s compensation arrangements as well as payments and benefits to be provided to him if his employment is terminated by us without “cause” or by him as a result of a “constructive termination.” The Harris Compensation Committee and the independent directors of the Harris Board approved the Brown Original Agreement in the belief that it was critical to Mr. Brown’s decision to accept employment with Harris and would assist in his retention. In addition, it binds Mr. Brown to certain non-compete and non-solicitation undertakings that continue to have significant value to the company.
In negotiating the compensation arrangements for Mr. Brown in the Brown Original Agreement, the Harris Compensation Committee received information, analysis and advice from its independent compensation consultant, independent legal counsel and a national executive search firm retained by the Harris Board’s CEO search committee. The Harris Compensation Committee and the Harris Board also considered the same executive compensation objectives and competitive positioning approach used for other executives and the substantial amount of long-term compensation that Mr. Brown forfeited to join Harris. As a result, Mr. Brown’s compensation arrangement addressed “ongoing” compensation and benefits as well as “transition” compensation. Elements of “ongoing” compensation and benefits provided under the Brown Original Agreement that continued in our fiscal transition period included:
>base salary;
>annual cash incentive opportunity under our Annual Incentive Plan;
>eligibility for annual grants of equity-based long-term incentives; and
>eligibility to participate in our retirement and employee welfare and benefit plans in accordance with their terms.
Brown Letter Agreement. In connection with entering into the Merger Agreement, we entered into an agreement with Mr. Brown addressing his employment following completion of the Merger (the “Brown Letter Agreement”). The Harris Compensation Committee and the independent directors of the Harris Board approved the Brown Letter Agreement in the belief that it would assist in retaining Mr. Brown’s valued service in connection with and after the Merger. The Brown Letter Agreement provides that:
>
Mr. Brown will serve as Chairman and Chief Executive Officer of L3Harris through the second anniversary of the closing of the Merger (the “Initial Period”). For the one-year period thereafter (the “Subsequent Period”), he will serve as Chairman of L3Harris. On the third anniversary of the closing of the Merger, he will retire as an officer and employee of L3Harris and will resign as a member of L3Harris’ Board of Directors.


L3HARRIS 2020 PROXY STATEMENT  52

>During the Initial Period, Mr. Brown’s annual base salary is $1,450,000, his target annual cash bonus award is $2,500,000, the target value of his annual long-term incentive awards is $10,250,000 and in no case will any such compensation element be less than that paid or granted to Mr. Kubasik. (The Board maintains discretion to increase these amounts.)

>After the closing of the Merger, L3Harris would grant Mr. Brown a one-time integration-related award composed of performance share units with a target value of $2,500,000 (subject to certain performance-based multipliers) and performance-based non-qualified stock options with a grant date value of $5,000,000 and a ten-year term. Both components of the integration-related award will be subject to three-year cliff vesting and will vest (if at all) subject to continued employment and achievement of performance conditions established by the L3Harris Compensation Committee. (This award was granted in August 2019 as described above in this CD&A; for further information related to the terms and conditions, see the Grants of Plan-Based Awards in Fiscal Transition Period Table on page 65 and related notes.)

>If during the Subsequent Period there is a qualifying termination of Mr. Brown (as defined in his Executive Change in Control Severance Agreement entered into with Harris), Mr. Brown would be eligible for the compensation, benefits and other rights provided under that Executive Change in Control Severance Agreement, with such amounts determined using a “3X” multiple. In addition, his outstanding stock options (other than those granted as part of the integration award) and restricted stock units would become fully vested and exercisable and payable (as applicable), and options would remain exercisable for their full remaining term. Outstanding performance share units (other than those granted as part of the integration award) would remain outstanding and eligible to vest based on the attainment of performance goals. Mr. Brown would also receive benefit continuation payments in lieu of providing in-kind medical and prescription drug coverage until he reaches the age of 65 (or, if earlier, the date he becomes eligible to receive comparable benefits from another employer). Additionally, if such qualifying termination occurs in the Initial Period, the integration award would remain outstanding and eligible to vest as to a portion of the award based on the date of termination and attainment of applicable performance goals. If such qualifying termination occurs during the Subsequent Period, the integration award would remain outstanding and eligible to vest based on the greater of target performance and the actual attainment of applicable performance goals. The integration award options that vest would remain exercisable for their full term.

>Upon his retirement at the end of the Subsequent Period, Mr. Brown will not receive any cash severance, but his equity awards (other than those comprising the integration award) will be treated as described above regarding a qualifying termination, and his integration award will pay or vest, as applicable, based on actual performance. In addition, Mr. Brown will receive the benefit continuation payments described above regarding a qualifying termination, and for 12 months following his retirement, have access to office space and administrative support provided by L3Harris.

>Except as expressly modified by the Brown Letter Agreement, the terms of Mr. Brown’s pre-merger Executive Change in Control Severance Agreement with Harris and his 2011 employment agreement with Harris remain in full force and effect, including the restrictive covenants and confidentiality provisions of those agreements.
For a summary of the payments and benefits to be provided to Mr. Brown if his employment is terminated, and a description of his Executive Change in Control Severance Agreement, see the “Potential Payments Upon Termination or a Change in Control” section beginning on page 72.
Agreement With Mr. Kubasik
In connection with entering into the Merger Agreement, L3 and Mr. Kubasik, L3’s then-serving Chairman, Chief Executive Officer and President, entered into the Kubasik Letter Agreement, which addresses Mr. Kubasik’s employment following completion of the Merger. Pursuant to approval from the L3Harris Board, L3Harris assumed the Kubasik Letter Agreement following completion of the Merger and Mr. Kubasik’s appointment as Vice Chairman, President and Chief Operating Officer of L3Harris. The Kubasik Letter Agreement provides that:
>Mr. Kubasik will serve as Vice Chairman, President and Chief Operating Officer of L3Harris through the Initial Period. Upon the commencement of the Subsequent Period (or, if earlier, the date that Mr. Brown ceases to serve as the Chief Executive Officer of L3Harris), Mr. Kubasik will become the Chief Executive Officer of L3Harris. On the third anniversary of the closing of the Merger, Mr. Kubasik will also become Chairman of L3Harris.
>During the Initial Period, Mr. Kubasik’s annual base salary is $1,450,000, his target annual cash bonus award is $2,500,000, the target value of his annual long-term incentive awards is $10,250,000 and in no case will any such compensation element be less than that paid or granted to Mr. Brown. (The Board maintains discretion to increase these amounts.)
>
After the closing of the Merger, L3Harris would grant Mr. Kubasik a one-time integration-related award composed of performance share units with a target value of $2,500,000 (subject to certain performance-based multipliers) and performance-based non-qualified stock options with a grant date value of $5,000,000 and a ten-year term. Both components of the integration-related award will be subject to three-year cliff vesting and will vest (if at all) subject to continued employment and achievement of performance conditions established by the L3Harris Compensation Committee. (This award was granted in August 2019 as described above in this CD&A; for further information related to the terms and conditions, see the Grants of Plan-Based Awards in Fiscal Transition Period Table on page 65 and related notes.)

53  L3HARRIS 2020 PROXY STATEMENT


>In the event that L3Harris terminates him without “cause” or he terminates his employment for “good reason,” Mr. Kubasik’s outstanding stock options (other than those granted as part of the integration award) and restricted stock units would become fully vested and exercisable and payable (as applicable), and options would remain exercisable for their full remaining term. Outstanding performance share units (other than those granted as part of the integration award) would remain outstanding and eligible to vest based on the attainment of performance goals. Additionally, if such qualifying termination occurs in the Initial Period, the integration award would remain outstanding and eligible to vest as to a portion of the award based on the date of termination and attainment of applicable performance goals. If such qualifying termination occurs during the Subsequent Period, the integration award would remain outstanding and eligible to vest based on the greater of target performance and the actual attainment of applicable performance goals. The integration award options that vest would remain exercisable for their full term.
>The protection period under which Mr. Kubasik will be covered by L3’s Amended and Restated Change in Control Severance Plan (the “L3 CIC Plan”) was extended until the fourth anniversary of the closing of the Merger, in the event of his termination without “cause” or for “good reason” (each as defined in the L3 CIC Plan and modified in the Kubasik Letter Agreement).
>The definition of “cause” under the L3 CIC Plan as applicable to Mr. Kubasik was modified to include an act of misconduct in violation of certain L3Harris policies or federal or applicable state law regarding discrimination or sexual harassment of subordinate employees that creates a material risk of meaningful harm to L3Harris.
>The definition of “good reason” under the L3 CIC Plan as applicable to Mr. Kubasik was modified to include the following events: failure to promote him to the contemplated new roles upon and after the closing of the Merger; failure of Mr. Brown to cease providing services to L3Harris on or before the third anniversary of the closing of the Merger; or L3Harris’ material breach of the Kubasik Letter Agreement. Mr. Kubasik also agreed to a limited waiver of his “good reason” rights related to his contemplated relocation to Florida, certain across-the-board changes in employee benefits and his transition to the role of Vice Chairman, President and Chief Operating Officer at the closing of the Merger.
>Mr. Kubasik is eligible to receive an additional payment of up to $1,250,000 for relocation-related expenses, with gross up of amounts taxed as ordinary income.
>Certain restrictive covenants and confidentiality provisions of the L3 CIC Plan apply as a condition to severance benefits under the L3 CIC Plan and are extended to 24 months following termination of employment. 

For a summary of the payments and benefits to be provided to Mr. Kubasik if his employment is terminated, and a summary of the L3 CIC Plan terms applicable for him, see the “Potential Payments Upon Termination or a Change in Control” section beginning on page 72.

Agreement With Mr. Malave
We have an employment letter agreement (the “Malave Letter Agreement”) with Mr. Malave pursuant to which he was appointed Senior Vice President and Chief Financial Officer of L3Harris effective June 29, 2019 (the beginning of our fiscal transition period). The Malave Letter Agreement provides for the following compensation and benefits:
>base salary at the annual rate of $625,000;

>eligibility to receive an annual cash incentive under our Annual Incentive Plan with a target value of 100% of his base salary (with annual cash incentive payment for six-month fiscal transition period equal to 50% of annual target);
>commencing with calendar year 2020, eligibility to receive annual equity awards granted under our Equity Incentive Plan with a target value of $2,000,000;
>a one-time restricted stock unit award under our Equity Incentive Plan with a grant date value of $950,000 and subject to ratable vesting over three years. (This award was granted in August 2019; for further information related to the terms and conditions, see the Grants of Plan-Based Awards in Fiscal Transition Period Table on page 65 and related notes.);
>a one-time momentum equity award under our Equity Incentive Plan consisting of performance share units with a target value of $660,000 and performance-based stock options with a grant date value of $1,340,000 and a term of ten years, both subject to 3-year cliff vesting based on achievement relative to a specified level for full-year run rate gross synergies from the Merger. (This award was granted in August 2019 and is summarized in the discussion of the special, one-time integration-related equity-based awards we granted in our fiscal transition period; for further information related to the terms and conditions, see the Grants of Plan-Based Awards in Fiscal Transition Period Table on page 65 and related notes.);

>a one-time cash sign-on bonus of $200,000;

>eligibility to participate in our retirement and employee health and welfare plans; and

>certain relocation benefits, including a $10,000 “disruption payment” to cover miscellaneous expenses related to his relocation.


L3HARRIS 2020 PROXY STATEMENT  54

The Malave Letter Agreement does not provide for a term of employment. However, if Mr. Malave’s employment is terminated within 36 months of his start date involuntarily by L3Harris other than for “cause” or voluntarily by Mr. Malave for “good reason” (as those terms are defined in his agreement), then, subject to his execution and delivery of a general release of claims against L3Harris, he would be entitled to receive a severance payment equal to his then-current annual base salary plus a pro rata annual cash bonus for the performance period in which the termination occurs, subject to achievement of the applicable performance goals through the end of such performance period. The restricted stock units granted to him in August 2019 also would become fully vested in the case of such termination.
In addition, in the case of such termination on or following the future date of a “change in control” (as defined in his agreement), then, in lieu of the severance payments described in the preceding paragraph and subject to his execution and delivery of a general release of claims against L3Harris, he would be entitled to a severance payment equal to (a) two times the sum of his then-current annual base salary and target annual cash bonus and (b) a pro rata annual cash bonus for the performance period in which the termination occurs, subject to achievement of the applicable performance goals through the end of such performance period.
For a summary of the payments and benefits to be provided to Mr. Malave if his employment is terminated, see the “Potential Payments Upon Termination or a Change in Control” section beginning on page 72.
OTHER COMPENSATION ELEMENTS
Health and Welfare and Other Benefits
We maintain health, welfare and other benefit programs for our U.S.-based employees, including medical coverage,and prescription coverage, dental and vision programs, short-term disability insurance, basic, supplemental and dependent life insurance, basic and supplemental accidental death and dismemberment insurance and business travel insurance, as well as paid time-off,time off, leave of absence and other similar policies. Our executive officers are eligible to participate in these programs on the same basis as many of our other salaried employees. We also provide liability insurance coverage to all Board-appointed officers, and our executive officers have the option to participate in a group excess liability umbrella policy at their own expense.
We offer a long-term disability plan to many of our U.S.-based employees, including our named executive officers. The plan is fully insured and provides a benefit of 60% of eligible compensation before offsets for Social Security and certain other Company- or government-provided disability or other benefits. Eligible compensation for purposes of the long-term disabilitythis plan is currently limited to $400,000 per year. For executives with annual eligible compensation in excess of $400,000,year, and we provide a Company-paid supplemental long-term disability benefit of 50% of eligible compensation above $400,000 and up to $800,000, for a maximum annual supplemental disability benefit of up to $200,000. We also provide liability insurance coverage to our officers and offer our executive officers the option to participate in a group excess liability umbrella policy at the executive’s cost.
Perquisites
We have eliminated virtually allprovide only minimal executive perquisites. Currently, we provide eligibilityBoard-elected or appointed officers are eligible for annual Company-paid physical examinations for Board-elected officers, for which we pay if such an officer elects to have such an examination.examinations. We believe this practice is in the best interest of our Company because the health of an executive officer is critical to his or her performance. ForIn addition, executives who were employed with L3 at the time of the Merger may continue to receive perquisites under legacy L3 compensatory plans until such plans are modified. We do not provide tax reimbursement or gross-up payments with respect to any perquisites provided solely to executive officers. Tax gross-up payments pursuant to a plan, policy or arrangement applicable to a broad base of management employees, such as a relocation or tax equalization policy, are permitted.
In consideration of the time demands on our CEO we also provideand COO and to minimize and more effectively utilize their travel time, our Compensation Committee has authorized limited personal use of Company-owned aircraft by our CEO and COO and their family members and guests. Limits on the number of hours are set by our Compensation Committee and reviewed annually. In our fiscal transition period, personal use of Company-owned aircraft by each of Mr. Brown and Mr. Kubasik was below the limits set by our Compensation Committee. Our CEO and COO are responsible for paying the tax on income imputed for such personal use of Company-owned aircraft. In very limited instances as approved by our CEO, we also may provide limited personal use of Company-owned aircraft for other executives. We do not provide tax reimbursement

46


or gross-up payments with respect to any perquisites provided solely to executive officers. Tax gross-up payments made pursuant to a plan, policy or arrangement applicable to a broad base of management employees, such as a relocation or tax equalization policy, are permitted.
In consideration of the time demands on our CEO and to minimize and more effectively utilize his travel time, our Compensation Committee has authorized the personal use of Company-owned aircraft by our CEO and his family and guests. Such personal use is subject to limits on the number of hours, which are set by our Compensation Committee and reviewed annually. In fiscal 2018, Mr. Brown’s personal use of Company-owned aircraft was below the limits set by our Compensation Committee. Our CEO is responsible for paying the tax on income imputed for such personal use of Company-owned aircraft.
Perquisites provided in our fiscal 2018, namely annual physical examinations and limited personal use of Company-owned aircrafttransition period represent a small portion of the total compensation of the applicable named executive officer. The dollar values ascribed to these perquisites in fiscal 2018 are set forthshown in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 under the “All Other Compensation” column and related notes.
Consideration of Risk Elements
Information regarding consideration of elements ofStarting in 2020, our risk relatedBoard-elected or appointed officers are eligible to our compensation policiesreceive Company-paid financial planning and practices is set forth below inadvice and state tax preparation services from a designated third-party provider, but are responsible for paying the “Relationship Between Compensation Plans and Risk” section of this proxy statement beginningtax on page 64.
income imputed
Fiscal 2018 Performance
Business Environment
We are a leading technology innovator, solving our customers’ toughest mission-critical challenges by providing solutions that connect, inform and protect. We support government and commercial customers in more than 100 countries, with our largest customers being various departments and agencies of the U.S. Government and their prime contractors. Our products, systems and services have defense and civil government applications, as well as commercial applications. As of the end of fiscal 2018, we had approximately $6.2 billion in annual revenue and about 17,500 employees. In fiscal 2018, we derived approximately 75% of our revenue from sales to U.S. Government customers, including foreign military sales funded through the U.S. Government, whether directly or through prime contractors. Our common stock is listed on the NYSE under the symbol “HRS.”
Exelis Acquisition in Fiscal 2015
In late fiscal 2015, we acquired publicly-held Exelis Inc. (collectively with its subsidiaries, “Exelis”), which was transformative for us. The acquisition created significantly greater scale and brought together two engineering-driven companies that value technology leadership. The two companies’ complementary technologies and capabilities strengthened core franchises and provide new opportunities for innovation to solve our customers’ most complex challenges. The aggregate implied value of the consideration paid to former Exelis shareholders was approximately $4.7 billion, including approximately $1.5 billion of our common stock and approximately $3.2 billion of cash principally from third-party debt financing.
Divestitures to Optimize our Business Portfolio in Fiscal 2017
As part of our portfolio optimization strategy, we completed two significant divestitures in fiscal 2017: the divestiture of our government IT services business (“IT Services”), which primarily provided IT and engineering managed services to U.S. Government agencies, and the divestiture of our Harris CapRock Communications commercial business (“CapRock”), which provided wireless, terrestrial and satellite communications services to energy and maritime customers. These divestitures represented a strategic shift away from non-core markets served by those businesses and enable us to focus on technology-differentiated, high-margin businesses. Consequently, our reported financial results (for current and prior periods) reflect IT Services and CapRock as discontinued operations, and except for discussions related to our cash flows, or unless otherwise specified, discussions in this proxy statement relate solely to our continuing operations. We received net cash proceeds of approximately $1.016 billion from those divestitures, which we used, along with our free cash flow, to deleverage, repurchase shares of our common stock, pay dividends and pre-fund our pension plans.

47


Key Fiscal 2018 Financial Results
Our strong fiscal 2018 financial results and TSR results reflected our successful execution against the key strategic priorities we set for fiscal 2018, which were:
Grow revenue in all three segments;
Drive flawless execution while maintaining margins through operational excellence; and
Maximize cash flow with balanced capital deployment.
Our key fiscal 2018 results were as follows (including comparisons with fiscal 2017 results):
  FY17 Results FY18 Results Change
  (in millions, except per share amounts)  
Orders $6,026
 $7,429
 23%
Revenue $5,900
 $6,182
 5%
Operating income $1,073
 $1,122
 5%
Non-GAAP operating income* $1,131
 $1,186
 5%
Income from continuing operations per diluted common share $5.12
 $5.94
 16%
Non-GAAP income from continuing operations per diluted common share* $5.53
 $6.50
 18%
Operating cash flow $569
 $751
 $182
Adjusted free cash flow* $850
 $915
 $65
Cash used to retire debt $575
 $555
 n/m
Cash used to repurchase shares of our common stock $710
 $272
 n/m
Annualized cash dividend rate per share** $2.12
 $2.28
 8%
Cash used to pay dividends $262
 $272
 n/m
Cash used to make voluntary contributions to qualified defined benefit pension plans $400
 $300
 n/m
Company-sponsored research and development $310
 $311
 —
n/m = not meaningful
* Reconciliations of GAAP to non-GAAP financial measures are provided in Appendix A.
** On August 25, 2018, our Board increased our quarterly cash dividend from $.57 per share to $.685 per share, for an annualized cash dividend rate of $2.74 per share.
Based on these and prior-period results, we delivered strong 1-year, 3-year and 5-year cumulative TSR (based on our fiscal year periods ending June 29, 2018) relative to companies in the Standard & Poor’s 500 and to the median of our compensation comparison peer group for fiscal 2018, as reflected in the following graph:
55  L3HARRIS 2020 PROXY STATEMENT
TSR Results(1) at End of Fiscal 2018
chart-6b54acb860e155dc8bb.jpg
(1)TSR results reflect reinvestmentTable of dividendsContents
for such services if they elect to receive them. (Messrs. Kubasik and Gautier were eligible for these services in the case of the median of our compensation comparison peer group for fiscal 2018, exclude Orbital ATK, Inc. duetransition period pursuant to its acquisition in fiscal 2018.legacy L3 compensatory plans that remained operative.)

48Retirement Programs


TAX-QUALIFIED RETIREMENT PLANS
Fiscal 2018 Compensation Decisions for Named Executive Officers
In accordance with our annual compensation cycle and other aspects of our executive compensation process as described above under “Executive Compensation Process, Practices and Elements,” the independent directors of our Board based on the recommendation of our Compensation Committee, in the case of our CEO, and our Compensation Committee, in the case of our other named executive officers, made decisions with respect to the following compensation elements for fiscal 2018:
Fiscal 2018 base salary rates;
Fiscal 2018 cash incentive compensation award financial performance measures (and relative weighting and associated targets) and individual targets and payouts;
Target values for fiscal 2018 grants of long-term equity compensation awards (which were allocated 50% as performance share unit awards, 25% as stock options and 25% as restricted stock unit awards); and
Payouts in respect of fiscal 2016 awards of performance share units for the fiscal 2016-2018 performance period.
While specific details of all the decisions are described farther below, the decisions as to some of these elements drive total target direct compensation, which is comprised of base salary rate (annualized), target value of at-risk performance-based annual cash incentive compensation awards, target value of at-risk performance-based performance share unit awards and stock options and target value of restricted stock unit awards. Target direct compensation does not include retirement benefits, severance benefits or health, welfare or other personal benefits.
With respect to target direct compensation, the following charts set forth:
1.for Mr. Brown and for our other named executive officers on average, respectively, the percentage of fiscal 2018 total target direct compensation represented by each major element of target direct compensation at the time of approval, indicating the percentage of fiscal 2018 total target direct compensation that was at risk in the form of performance-based cash incentive and equity awards; and
2.Mr. Brown’s target direct compensation (including each major element thereof) for each of fiscal 2016 through fiscal 2018, at the time of approval in each such fiscal year, relative to 1-year, 2-year and 3-year cumulative TSR performance based on our fiscal year periods ending with fiscal 2016, 2017 and 2018, respectively, for Harris, companies in the Standard & Poor’s 500 and our compensation comparison peer group for fiscal 2018.

CEO and Other Named Executive Officer Fiscal 2018 Target Direct Compensation Mixproxypiecharts5.jpg

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CEO Annual Target Direct Compensation for Fiscal 2016-2018(1)
chart-6595d13e92b3ba828c3.jpg
(1) Target direct compensation does not include the special one-time share-based retention and Exelis integration award granted in fiscal 2016. TSR results reflect reinvestment of dividends and, in the case of the median of our compensation comparison peer group for fiscal 2018, exclude Orbital ATK, Inc. for all periods for consistency due to its acquisition in fiscal 2018.

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Fiscal 2018 Base Salary Rates, Annual Cash Incentive Compensation Awards and Payouts and Long-Term Equity Compensation Awards and Payouts for Named Executive Officers
Base salary rates
The following table shows approved base salary rates for fiscal 2018, as increased (effective September 30, 2017) compared with fiscal 2017 and associated reasons:
Fiscal 2018 Base Salary Rates
 Fiscal 2017 Base Salary Rate Fiscal 2018
Base  Salary Rate		 % Increase Reason for Increase
Mr. Brown$1,250,000
 $1,300,000
 4.0% Merit
Mr. Ghai$500,000
 $550,000
 10.0% Merit and market adjustment
Mr. Fox$540,000
 $555,000
 2.8% Merit
Mr. Mehnert$540,000
 $555,000
 2.8% Merit
Mr. Mikuen$525,000
 $550,000
 4.8% Merit

Information regarding actual base salary amounts paid for fiscal 2018 is set forth in the Fiscal 2018 Summary Compensation Table on page 65 under the “Salary” column.
Annual cash incentive compensation award targets and payouts
Award terms established early in fiscal 2018
AIP Financial Performance Measures and Relative Weightingaipchart9618a01.jpg

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The tables below show the following, in each case, as established early in fiscal 2018 for our named executive officers:
1.fiscal 2018 Annual Incentive Plan financial performance measures and relative weighting and associated targets and the payout percentages for financial results as a percentage of each performance measure’s associated target; and
2.annual cash incentive compensation award targets under our Annual Incentive Plan as a percentage of base salary rates for fiscal 2018, as compared with fiscal 2017.
Fiscal 2018 Annual Cash Incentive Compensation Awards -- Financial Performance Measures, Relative Weighting and Associated Targets
Financial Performance
Measures and Weighting		 Targets
(in millions)		 Payout % for Financial Results as % of Each Measure’s Associated Target
 Below 80%
 80% (Threshold) 95% 100% (Target) 105% 120% and Above
Operating Income – 40% $1,168
 0% 50% 90% 100% 110% 200%
Free Cash Flow – 30% $850
 0% 50% 90% 100% 110% 200%
Revenue – 30% $6,114
 0% 50% 90% 100% 110% 200%
For each of the operating income, free cash flow and revenue financial performance measures for fiscal 2018, we make no payout for results below the threshold, which was 80% of the associated target, as reflected in the table above.
Fiscal 2018 Annual Cash Incentive Compensation Awards -- Approved Targets

Fiscal 2017 Cash Incentive
Target as % of
Base Salary Rate		 Fiscal 2018
Cash Incentive
Target as % of Base Salary Rate		 Fiscal 2018
Cash Incentive
Target in Dollars		 % Change Reason for Change
Mr. Brown168% 169% $2,200,000
 1% rounding
Mr. Ghai75% 75% $412,500
 0% —
Mr. Fox75% 75% $416,250
 0% —
Mr. Mehnert75% 75% $416,250
 0% —
Mr. Mikuen70% 70% $385,000
 0% —
Payouts approved after end of fiscal 2018
The tables below show the following, in each case, as approved for payouts for annual cash incentive compensation awards under our Annual Incentive Plan for fiscal 2018:
1.financial performance measures and relative weighting and associated targets, reported financial results, adjusted financial results, adjusted financial results as a percentage of target, resulting payout percentages for adjusted financial results and weighted adjusted financial performance measure achievement; and
2.award targets, weighted adjusted financial measure achievement, actual cash payouts and actual cash payouts as a percentage of target.
Fiscal 2018 Annual Cash Incentive Compensation Awards -- Approved Performance Measures, Targets, Results and Payout Percentages
Financial Performance
Measures and Weighting		  Targets
(in millions)		 Reported
Financial Results
(in millions)		 Adjusted
Financial  Results*
(in millions)		 Adjusted
Financial
Results as % of
Target		 Resulting Payout % For Adjusted Financial
Results		 Weighted Adjusted
Financial Measure
Achievement Under
Annual Incentive Plan
(%)
Operating Income – 40% $1,168
 $1,122
 $1,136
 97.3% 94.6% }99.6%
Free Cash Flow – 30% $850
 $615
 $865
 101.8% 103.6% 
Revenue – 30% $6,114
 $6,182
 $6,182
 101.1% 102.2% 
*Our reported operating income result was increased $14 million by excluding $12 million for a non-cash charge from an adjustment for deferred compensation and $2 million for charges related to other items. Our reported free cash flow result was increased $250 million, reflecting (i) an increase of $300 million for our voluntary, advance contribution to our qualified defined benefit pension plans; and (ii) a decrease of $50 million for unplanned benefits to cash flow related to tax reform.

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Fiscal 2018 Annual Cash Incentive Compensation Awards -- Approved Payouts
  Participant’s Annual Incentive Plan Target in Dollars Weighted Adjusted Financial Measure Achievement Under Annual Incentive Plan Participant’s Actual Annual Incentive Plan Payout Participant’s Actual Payout as % of Target
Mr. Brown $2,200,000
 99.6% $2,640,000
 120.0%
Mr. Ghai $412,500
 99.6% $500,000
 121.2%
Mr. Fox $416,250
 99.6% $414,585
 99.6%
Mr. Mehnert $416,250
 99.6% $414,585
 99.6%
Mr. Mikuen $385,000
 99.6% $425,000
 110.4%

The financial performance measures and associated targets and results in the first of the two tables above represent internal measurements of performance, and although the calculations are based on our financial results calculated in accordance with generally accepted accounting principles in the United States (“GAAP”), our actual GAAP results were adjusted as permitted under our Annual Incentive Plan in recognition of unusual or nonrecurring events affecting us or our financial statements, in accordance with adopted guidelines for making specific decisions for these purposes as to which items to include or exclude from our targets and financial results, including that any adjustment must be objectively measurable under GAAP.
Pursuant to the upward or downward adjustment for individual achievement of pre-established individual objectives and contribution to our overall results, fiscal 2018 payouts under our Annual Incentive Plan for our named executive officers, as calculated based on weighted adjusted financial measure achievement under our Annual Incentive Plan, were adjusted from 0 to 21.6 percentage points higher.
The payouts under our Annual Incentive Plan for fiscal 2018 also are set forth in the note to the “Non-Equity Incentive Plan Compensation” column of the Fiscal 2018 Summary Compensation Table on page 65.
No payouts under broad-based Performance Reward Plan
Pursuant to our “self-funding” Performance Reward Plan in effect for fiscal 2018, early in fiscal 2018, our Compensation Committee approved the following:
a fiscal 2018 consolidated operating income target of $1.168 billion (the same as the consolidated operating income target under our Annual Incentive Plan for fiscal 2018); and
the creation of a payout pool for eligible employees in an amount equal to 50% of our fiscal 2018 consolidated operating income in excess of such target.
No payouts were made under our Performance Reward Plan for fiscal 2018, because our adjusted consolidated operating income of $1.136 billion was less than our target of $1.168 billion, in each case, as approved under our Performance Reward Plan for fiscal 2018.

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Target values of fiscal 2018 grants of long-term equity compensation awards
The following table shows target values for grants of long-term equity compensation awards under our Equity Incentive Plan for fiscal 2018, as compared with fiscal 2017 and associated reasons for changes, as approved early in fiscal 2018 for our named executive officers:
Fiscal 2018 Grants of Long-Term Equity Compensation Awards -- Approved Target Values
 Fiscal 2017
Equity Compensation
Target Value in Dollars		 Fiscal 2018
Equity Compensation
Target Value in Dollars		 % Change Reason for Change
Mr. Brown$7,650,000
 $8,200,000
 7.2% Merit
Mr. Ghai$1,150,000
 $1,300,000
 13% Merit and market adjustment
Mr. Fox$1,150,000
 $1,150,000
 0% —
Mr. Mehnert$1,150,000
 $1,150,000
 0% —
Mr. Mikuen$1,000,000
 $1,100,000
 10% Merit
For fiscal 2018 annual cycle awards, the independent directors of our Board based on the recommendation of our Compensation Committee, in the case of our CEO, and our Compensation Committee, in the case of other executive officers,
targeted that the total value of an executive officer’s long-term equity-based compensation at the time of award would be allocated as follows:
50% as performance share units;
25% as stock options; and
25% as restricted stock units.
This reflects a change to the mix of long-term equity-based compensation elements, compared with the mix of elements approved for annual cycle awards the past several fiscal years, by decreasing the percentage of stock options (to 25% of total value, from 50% in the past several fiscal years) and adding restricted stock units (at 25% of total value). This change was determined to be appropriate based on the retention value of each element, equity-based compensation trends within our compensation comparison peer group and in other market data, its anticipated effect of mitigating shareholder dilution and the recommendation of PM.
For information related to grants to our named executive officers in respect of fiscal 2018 annual cycle awards of (1) performance share units covering the fiscal 2018-2020 performance period, (2) stock options and (3) restricted stock units, and related terms and conditions, see the Grants of Plan-Based Awards in Fiscal 2018 Table on page 68 and related notes, and with respect to performance share units, also see the discussion below under “Fiscal 2018 performance share unit awards for fiscal 2018-2020 performance period.”
For information related to equity awards prior to fiscal 2018 and related terms and conditions, see the notes to the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70 and related notes.

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Fiscal 2018 performance share unit awards for fiscal 2018-2020 performance period
Fiscal 2018-2020 PSU Financial Performance Measures and Relative Weightingpsuchart9618.jpg
Financial performance measures for grants to our named executive officers of performance share unit awards covering the fiscal 2018-2020 performance period, in each case as established early in fiscal 2018, were as follows:
three-year EPS CAGR for the fiscal 2018-2020 performance period, weighted at 50%; and
average annual ROIC for the fiscal 2018-2020 performance period, weighted at 50%.
Financial results relative to those performance measures’ associated targets are subject to possible adjustment upward or downward by as much as 33% based on our percentile ranking for our TSR performance over the fiscal 2018-2020 performance period compared with companies in the Standard & Poor’s 500. We measure our TSR performance relative to companies in the Standard & Poor’s 500 because we believe it is a broad market index of companies with whom we compete for stockholder investment. Actual payouts for fiscal 2018 performance share unit awards will be made in shares of our common stock and can range from 0% to 200% of the target number of performance share units granted under such awards. Our Compensation Committee believes that the EPS CAGR and ROIC measures motivate financial performance that management can influence directly and should improve EPS and capital management over the long term and create long-term shareholder value, while the relative TSR measure promotes further alignment with shareholders. In selecting the performance measures for the performance share unit awards for the fiscal 2018-2020 performance period, we considered the input received from our large shareholders, which was one of the factors influencing our Compensation Committee’s determination in fiscal 2016 to include the EPS CAGR measure in lieu of the cumulative operating income measure used in previous fiscal years and to retain the ROIC measure.

55


Payouts for fiscal 2016 performance share unit awards for fiscal 2016-2018 performance period
Award terms established early in performance period
The following table shows the financial performance measures and relative weighting and associated targets and the payout percentages for financial results as a percentage of each performance measure’s associated target, in each case as established early in fiscal 2016 for performance share unit awards covering the fiscal 2016-2018 performance period:
Financial Performance Measures, Relative Weighting and Associated Targets
Financial Performance
Measures and Weighting		 Targets Payout % for Financial Results as % of Performance Measure’s Associated Target Potential Relative TSR Payout Adjustment
 Below80% 80% (Threshold) 85% 90% 95% 100% (Target) 105% 110% 115% 120% and above 
EPS CAGR – 50% 10.0% 0% 50% 63% 75% 88% 100% 113% 125% 138% 150% +/- up to 33%
Average Annual ROIC – 50% 11.5% 0% 50% 63% 75% 88% 100% 113% 125% 138% 150% +/- up to 33%
For each of the financial performance measures, we make no payout for results below the threshold, as reflected in the preceding table.
The possible relative TSR performance adjustment for purposes of the calculation of the performance share unit award payout, based on financial results relative to the financial performance measures’ associated targets, was dependent on our quintile ranking for our TSR performance over the fiscal 2016-2018 performance period compared with companies in the Standard & Poor’s 500, based on the following table, which also was established early in fiscal 2016:
Relative TSR Payout  Adjustment
Quintile Top 2nd 3rd 4th Bottom
Payout Adjustment +33% +15% 0% -15% -33%

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Payout determinations made after performance period
The tables below show the following, in each case as approved in August 2018 for payouts for performance share unit awards for the fiscal 2016-2018 performance period:
1.financial performance measures and relative weighting and associated targets (original and adjusted), reported financial results, adjusted financial results, adjusted financial results as a percentage of adjusted target, resulting payout percentages for adjusted financial results, relative TSR payout adjustments, relative TSR adjusted payout percentages and weighted adjusted payout percentages; and
2.units initially granted, weighted relative TSR adjusted payout percentages and actual share payouts.
Fiscal 2016-2018 Performance Share Units -- Approved Performance Measures, Targets, Results and Payout Percentages
Financial Performance
Measures and Weighting
 Original Targets Adjusted Targets* 
Reported Financial
Results
 
Adjusted Financial
Results**
 
Adjusted
Financial Results
as % of Adjusted
Target
 
Resulting
Payout %
 
Relative TSR
Payout
Adjustments***
 
Relative TSR
Adjusted
Payout %
EPS CAGR – 50% 10.0% 10.0% 30.5% 8.7% 87.0% 67.5% +33.0% 89.8%
Average Annual ROIC – 50% 11.5% 12.4% 11.6% 11.7% 94.4% 85.9% +33.0% 114.2%
Approved Weighted Adjusted Payout % 102.0%
*
As a result of our fiscal 2017 divestitures of IT Services and CapRock (which are reported as discontinued operations), our average annual ROIC target was adjusted to be reflective of our continuing operations, but only in respect of fiscal 2017 and fiscal 2018, by substituting a new annual ROIC for each of fiscal 2017 and fiscal 2018 for our continuing operations based on our original fiscal 2016-2018 strategic plan (and retaining our original annual ROIC for fiscal 2016, reflective of continuing and discontinued operations), which had the effect of increasing our average annual ROIC target.

**
EPS CAGR — Our GAAP EPS from continuing operations compound annual growth rate result was decreased by calculating the result using (i) starting EPS of $4.58, reflecting our previously published amount for non-GAAP EPS from continuing operations for fiscal 2015 (GAAP EPS from continuing operations of $2.67 adjusted by $1.91 for the per share impact of charges for transaction, financing, integration, restructuring and other costs, primarily related to our acquisition of Exelis) and (ii) ending EPS of $5.89, reflecting a decrease of $0.61 for the per share impact of unplanned benefits to EPS related to tax reform and charges related to our decision to transition and exit a commercial line of business and other items, from our previously published amount for non-GAAP EPS from continuing operations for fiscal 2018 of $6.50 (GAAP EPS from continuing operations of $5.94 adjusted by $0.56 for the per share impact of losses and other costs related to debt refinancing, a non-cash charge related to consolidation of certain Exelis facilities initiated in fiscal 2017, non-cash adjustments related to tax reform, charges related to our decision to transition and exit a commercial line of business and other items and a non-cash charge from an adjustment for deferred compensation).

ROIC — Consistent with our approach in adjusting our average annual ROIC target to be reflective of our continuing operations, but only in respect of fiscal 2017 and fiscal 2018, our GAAP average annual ROIC from continuing operations result was adjusted by calculating the result substituting our combined continuing and discontinued operations results for fiscal 2016, as adjusted to exclude from operating income $335 million for a non-cash charge in fiscal 2016 for impairment of goodwill and certain other assets related to CapRock due to the unexpected significant downturn in the energy market and its impact on customer operations (consistent with approvals of fiscal 2016 Annual Incentive Plan payouts and fiscal 2016 and 2017 performance share unit payouts). Our GAAP average annual ROIC from continuing operations result was further adjusted by calculating the result using (a) $14 million higher operating income for fiscal 2018 by excluding $12 million for a non-cash charge from an adjustment for deferred compensation and $2 million for charges related to other items (consistent with approval of fiscal 2018 Annual Incentive Plan payouts) and (ii) $50 million lower debt for fiscal 2018, reflecting the exclusion of incremental debt attributable to “make-whole” and other costs in connection with refinancing $800 million of long-term debt late in fiscal 2018.
***Our TSR performance over the fiscal 2016-2018 performance period compared with companies in the Standard & Poor’s 500 was in the top quintile and resulted in an upward payout adjustment of 33%.
Fiscal 2016-2018 Performance Share Units -- Approved Payouts
  Performance Share Units
Granted		 Weighted Relative TSR
Adjusted Payout %		 Shares Paid Out
Mr. Brown 44,140 102.0% 45,023
Mr. Ghai 2,210 102.0% 2,254
Mr. Fox 7,255 102.0% 7,400
Mr. Mehnert 7,255 102.0% 7,400
Mr. Mikuen 6,310 102.0% 6,436

See the Option Exercises and Stock Vested in Fiscal 2018 Table on page 72 and related notes for additional information regarding these payouts.
In determining the performance share unit award payouts for the fiscal 2016-2018 performance period, our original targets and actual results were adjusted as permitted under our Equity Incentive Plan by our Compensation Committee, and in

57


the case of our CEO, by the independent directors of our Board, as set forth in the tables above and related notes. These adjustments were made in accordance with the same guidelines for adjusting targets and actual results adopted by our Compensation Committee with respect to our Annual Incentive Plan, as discussed above.
The following table shows performance share unit award payout percentage(s) for the five most recently completed three-year performance periods, as approved by the independent members of our Board or our Compensation Committee, as applicable, for our applicable named executive officers for the final year of the applicable performance period (for performance periods with multiple percentages, different percentages were approved based on different circumstances applicable among such named executive officers):
Approved Payouts for Five Most Recent Performance Share Unit Awards
Performance PeriodApproved Payout Percentage(s)
Fiscal 2012-201467.4% (former CFO);
80.7% (2 former segment Presidents);
117.6% (CEO)
Fiscal 2013-2015120.5%
Fiscal 2014-2016147.6%
Fiscal 2015-2017112.8%
Fiscal 2016-2018102.0%
Payout to CEO of Exelis integration performance share unit award
In August 2015, the independent directors of our Board approved a special one-time share-based retention and Exelis integration award for Mr. Brown with a target value of $3,600,000. This award consisted of 132,550 stock options with three-year cliff vesting and 22,700 performance share units that vest on achievement of full-year run rate net synergies from the Exelis acquisition, as measured at the end of the fiscal 2016-2018 three-year performance period against target full-year run rate net synergies established as part of our acquisition business case. The potential payout for performance share units under such award ranged from 0% to 200% of the target number of performance share units granted under such award. The Compensation Committee and independent directors of our Board determined that the performance criteria of full-year run rate net synergies have been satisfied above the maximum threshold level and consequently that Mr. Brown’s Exelis integration performance share unit award vested at 45,400 shares, representing 200% of the target number granted in August 2015. At the request of the Chairperson of our Audit Committee, our Internal Audit Department independently verified the full-year run rate net synergy calculations.
See the Option Exercises and Stock Vested in Fiscal 2018 Table on page 72 and related notes for additional information regarding this payout to Mr. Brown.
Vesting of Exelis integration performance stock options
In May 2015, our Compensation Committee approved a special one-time share-based retention and Exelis integration award to certain of our other named executive officers. This award included performance stock options granted on June 1, 2015 with a June 1, 2018 vesting date contingent on our achievement of full-year run rate net synergies from the Exelis acquisition as measured at the end of the three-year performance period that ended June 1, 2018 against target full-year run rate net synergies established as part of our acquisition business case. Such performance stock options were subject to a threshold achievement of 80% of target full-year run rate net synergies and a maximum of 200% of the target number of shares of common stock for achievement at or above 133% of target full-year run rate net synergies. Our Compensation Committee determined that the performance criteria of full-year run rate net synergies have been satisfied above the maximum threshold level and consequently that such performance stock options vested on June 1, 2018 at 200% of the target number of performance stock options granted on June 1, 2015.
The following table shows the performance stock options granted on June 1, 2015 to each of Messrs. Ghai, Fox and Mikuen and the number that vested on June 1, 2018:
  Performance Stock Options at Target Performance Stock Options Vested at Maximum
Mr. Ghai 11,550 23,100
Mr. Fox 28,860 57,720
Mr. Mikuen 14,430 28,860
The exercise price of the performance stock options is $79.70. For additional information relating to the terms and conditions of the performance stock options, see the notes to the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70.

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Post-Employment and Change in Control Compensation
Post-Employment Compensation
Severance arrangements
As a general matter, most of our employees are “employees at-will.” Mr. Brown is our only named executive officer with a contract requiring us to make payments upon termination of employment. Mr. Brown’s employment and payments upon termination of employment are governed by his employment agreement discussed elsewhere in this proxy statement.
Although Messrs. Ghai, Fox, Mehnert and Mikuen do not have severance agreements, we have a long-standing practice of providing severance compensation for terminating an executive’s employment without cause. Historically, in determining severance compensation, we have considered the reason for termination, length of employment and other factors.
Employment agreement with our CEO
As discussed above, we are party to an employment agreement with Mr. Brown. The agreement provides for his continued employment as our President and Chief Executive Officer and provides for certain benefits if Mr. Brown’s employment is terminated by us without “cause” or by Mr. Brown as a result of a “constructive termination” (as defined in the agreement). Our obligations in the event of a termination following a change in control will be governed by Mr. Brown’s change in control severance agreement, which is among those agreements summarized below. Our Compensation Committee and the independent directors of our Board approved Mr. Brown’s employment agreement in the belief that such agreement was critical to Mr. Brown’s decision to accept employment with us and assists in retaining Mr. Brown’s valued service. In addition, his employment agreement also binds Mr. Brown to certain non-compete and non-solicitation undertakings that are valuable to us.
A description of Mr. Brown’s employment agreement, as well as a summary of potential payments upon termination or a change in control for our named executive officers, are set forth in the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 75.
Retirement programs
Tax-qualified retirement plan
We maintain ourthe L3Harris Retirement Savings Plan (our “RSP”), which is a tax-qualified, 401(k) defined contribution retirement plan available to manymost of our U.S.-based employees, including our named executive officers. Subject to applicable limits under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), employeesparticipants may generally contribute up to 70% of eligible compensation, with our named executive officers and certain other highly compensated employees limited to contributing 12% of eligible compensation. In general, after one year of service we will make a matching contribution of up to 6% of eligible compensation that is contributed by a participant.
Non-qualified supplemental During our fiscal transition period, we also maintained an analogous legacy L3 tax-qualified, 401(k) defined contribution retirement plan (the “L3 401(k) Plan”) available to most U.S.-based employees who were employees of L3 at the time of the Merger. The assets of the L3 401(k) Plan plan were combined into the trust for our RSP effective December 31, 2019, and the participants in the plan became eligible to participate in our RSP effective January 1, 2020.
NON-QUALIFIED SUPPLEMENTAL RETIREMENT PLANS

To the extent contributions by participants to our Retirement PlanRSP are subject to certain limitations under the Internal Revenue Code, certain of our salaried employees, including our named executive officers, may elect to participate in our Supplemental ExecutiveExcess Retirement Savings Plan(“SERP”ERSP”), which is an unfunded, non-qualified defined contribution plan. In addition, our Compensation Committee may, in itshas discretion to provide for the deferral of other compensation under our SERP,ERSP, including equity awards. During our fiscal transition period, we also maintained an analogous legacy L3 unfunded, non-qualified defined contribution plan (the “SSP-II”) available to certain salaried employees who were employees of L3 at the time of the Merger. The participants in the SSP-II became eligible to participate in our ERSP effective January 1, 2020, at which time no further contributions were permitted in the SSP-II.
The value of our contributions credited to our named executive officers’ accounts under our RetirementRSP and ERSP (or under the L3 401(k) Plan and SERPor the SSP-II) is set forthshown in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 under the “All Other Compensation” column and related notes. Additional information regarding our SERPERSP and credits to accounts under our SERPERSP or the SSP-II is shown in the “Nonqualified Deferred Compensation” section of this proxy statement beginning on page 70.
In addition, Mr. Gautier was a participant under the L3 Supplemental Executive Retirement Plan, a non-qualified, unfunded, defined benefit pension plan, which we maintained following the Merger and from which he received during our fiscal transition period an accelerated payout triggered by the change in control under the plan as a result of the Merger. Effective January 1, 2020, Mr. Gautier (and other plan participants) became ineligible to receive continued service credits under the plan and became eligible to participate only in our RSP and ERSP. Additional information regarding the plan and Mr. Gautier’s payout is set forth in the “Nonqualified Deferred Compensation” section of this proxy statement beginning on page 73.70.
Change in Control Compensation
Change in control severance agreementsSeverance Arrangements
Each
As a general matter, most of our employees are “employees at-will.” Messrs. Brown, Kubasik and Malave are our only named executive officers is partywith a contract that would require us to pay cash severance upon termination of employment other than in connection with a change in control. These payments are governed by their respective employment agreements, discussed beginning on page 72.
Although Messrs. Gautier and Zoiss did not have severance agreements during our fiscal transition period other than in connection with a change in control (see related discussion below), we had a long-standing practice of providing reasonable severance agreementcompensation for terminating an executive’s employment without cause, based on relevant factors such as the reason for termination and length of the executive’s employment. In February 2020, we adopted the new L3Harris Severance Pay Plan, which provides severance benefits to a full-time regular employee (including an executive) if the employee is terminated due to an involuntary or voluntary reduction-in-force. The terms of the new plan do not apply for executives who have operative severance arrangements pursuant to a separate contract.
A description of the contractual benefits to each of Messrs. Brown, Kubasik and Malave in the event of his termination can be found in the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 72.


L3HARRIS 2020 PROXY STATEMENT  56
Change in Control Severance Arrangements
Prior to the Merger, Harris had entered into change in control severance agreements with us. We believeits Board-elected or appointed officers, including those named executive officers of L3Harris who were employed with Harris at the time of the Merger (Messrs. Brown and Zoiss), and L3 had adopted the L3 CIC Plan covering its executive officers and other corporate employees, including Messrs. Kubasik and Gautier. The Harris Board and the L3 Board, respectively, believed that these agreements alignarrangements would maintain alignment of the interests of our officersindividuals covered by the arrangements and shareholders during the period of an actual or rumored change in control and arewere necessary in some cases to attract and retain executives.executives and that these arrangements would facilitate objective assessment of potential transactions that may be in our shareholders’ best interests but could negatively impact the covered individual’s future employment. Under these agreements, an executive is providedarrangements, severance benefits would be provided to a covered individual if the executive’s employmentcovered individual is terminated without “cause,”“cause” or by the executiveresigns for “good reason,”reason” (such as a material adverse change in compensation or job responsibilities) within two years following a change in control. These agreements are designed with aA “double trigger,”trigger” was included in these arrangements so that benefits arewould be provided only if there is both a change in control and a termination of employment. Such severance benefits are designed to preserve the focus and productivity of our executive officers, avoid disruption and prevent attrition during a period of uncertainty. We also

59employment.


believe these agreements facilitate the objectiveness of an executive’s assessment of a potential transaction that may be in our shareholders’ best interests, notwithstanding the potential negative impact of a transaction on an executive’s future employment.
If triggered, the lump-sum cash severance benefit payable to an executive under theThese change in control severance agreement consists of:
Unpaid base salary through the date of termination;
A pro-rated annual bonus (as determined under the change in control severance agreement);
Any unpaid accrued vacation pay;
To the extent permitted under Section 409A of the Internal Revenue Code, any other benefits or awards that have been earned or became payable pursuant to the terms of any compensation plan but that have not been paid to the executive;
Two times the executive’s highest annual rate of base salary during the 12-month period prior to the date of termination; and
Two times the greatest of the executive’s: (1) highest annual bonus in the three years prior to the change in control, (2) target bonus for the year in which the change in control occurred or (3) target bonus for the year in which the executive’s employment is terminated.
Change in control severance agreements entered into with our executive officers, including our named executive officers, arrangements do not provide for any tax gross-ups for excise taxes to the executive in the event that payout of any benefits is subject to excise taxesmay be imposed by the Internal Revenue Service (“IRS”) under Section 4999on payouts made to a covered individual. The arrangements do provide for a “best net after-tax” payment approach that reduces payments and benefits if the reduction would result in the covered individual receiving higher payments and benefits on a net after-tax basis.
The change in control severance arrangements with Mr. Malave are pursuant to the Malave Letter Agreement, and those arrangements are described above in the “Agreement with Mr. Malave” discussion of this CD&A.
A description of the Internal Revenue Code. material terms of the change in control severance agreements for Messrs. Brown and Zoiss and of the L3 CIC Plan applicable for Messrs. Kubasik and Gautier, as well as a summary of potential payments upon termination or a change in control for our named executive officers, can be found in the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 72. This includes a discussion of how annual cash incentive awards and equity awards are treated upon a change in control.

The agreements doMerger constituted a change in control transaction under the change in control severance arrangements described above, which are still operative for applicable covered individuals, including our named executive officers who were employed with L3 or Harris at the time of the Merger. In February 2020, we adopted the new L3Harris Executive Change in Control Severance Plan, which provides severance benefits to executive officers and certain other executives (excluding our CEO and COO) if the executive is terminated without “cause” or resigns for “good reason” (such as a material adverse change in compensation or job responsibilities or location) within two years following a change in control. The plan includes a “double trigger” so that we would provide benefits only if there is both a change in control and a termination of employment. The plan does not provide for gross-ups for excise taxes that may be imposed by the IRS on payouts made to an executive, but does 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. Our Compensation Committee has determined, in its business judgment, that the substantiveThe terms of these change in control severance agreements are competitivethe new plan do not apply for our CEO and reasonable.
A description of the material terms ofCOO and also do not apply for individuals covered by the change in control severance agreements and Mr. Brown’s employment agreement, as well as a summaryarrangements described above until after the expiration of potential payments upon termination or athe applicable change in control forseverance arrangements described above. The plan is designed to preserve the focus and productivity of our named executive officers, are set forth inexecutives, avoid disruption and prevent attrition during a period of uncertainty. Our Board believes that the “Potential Payments Upon Terminationplan will align the interests of our executives and shareholders during the period of an actual or a Change in Control” section of this proxy statement beginning on page 75.
Treatment of cash incentive and equity awards upon change in control
Under our Annual Incentive Plan and equity incentive plans, upon arumored change in control and irrespective of employment status:
Annual cash incentive awards are fully earnedis necessary in some cases to attract and to be paid out promptly followingretain executives. Our Board also believes that the change in control or, in certain instances, following the end of the fiscal year, in each case at not less than target level;
Performance share units are deemed fully earned and fully vested immediately and to be paid at the end of the applicable performance period at not less than target level, subject to accelerated payout or forfeiture in certain circumstances;
Restricted stock units and shares of restricted stock immediately vest and are to be paid as soon as practicable but not later than 60 days following the change in control, or in certain events, promptly following the expiration of the initial restriction period; and
Unvested options immediately vest and become exercisable until their regularly scheduled expiration date.
A description of the material terms of the change in control severance agreements, as well as a summaryplan will facilitate objective assessment of potential payments upon termination or a changetransactions that may be in control for our named executive officers, are set forth in the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 75.shareholders’ best interests but could negatively impact an executive’s future employment.


60


Other Compensation Policies and Information
Consideration of Advisory “Say-on-Pay” and “Say-on-Frequency” Voting Results
At our 2017 Annual Meeting of Shareholders, we presented our shareholders with a proposal to approve on an advisory basis the compensation of our named executive officers as disclosed in our 2017 proxy statement. Approximately 96% of the shares voted on this proposal were cast in support of our 2017 executive compensation and related disclosures. Our Compensation Committee viewed the results of this vote as broad shareholder support for our executive compensation program, and consequently, did not make changes to our executive compensation program or policies as a result of the advisory vote. Our Compensation Committee and Board will continue to consider the advisory shareholder voting results on executive compensation, as well as other shareholder input, when making future decisions relating to the compensation of our named executive officers and our executive compensation program and policies.
At our 2017 Annual Meeting of Shareholders, our shareholders strongly supported a continued frequency of “every year” for holding future advisory votes to approve the compensation of our named executive officers, consistent with the recommendation of our Board. As a result, our Board decided to continue to hold annual “Say-on-Pay” votes, and we are presenting a proposal to our shareholders to approve on an advisory basis the compensation of our named executive officers as disclosed in this proxy statement. See Proposal 2 beginning on page 36 of this proxy statement.
Shareholder Outreach
As part of our shareholder engagement, we seek shareholder views and input on our executive compensation program. We have considered the input received from our large shareholders, which was one of the factors influencing our Compensation Committee’s determination to adjust the weighting of the financial performance measures under our annual cash incentive compensation plan for fiscal 2016 (increasing free cash flow weighting to 40% and decreasing revenue weighting to 20%) and to alter the financial performance measures for our performance share unit awards to include an earnings per share compound annual growth rate in lieu of cumulative operating income, and retaining ROIC. We expect to continue to seek the views and input of our large shareholders regarding our executive compensation program on a regular basis.OTHER COMPENSATION POLICIES
Recovery of Executive Compensation (“Clawback”)

Our executive compensation program permits us to recover all or a portion of any performance-based compensation, bothwhether cash andor equity, if our financial statements are restated as a result of errors, omissions or fraud. The amount that may be recovered shallwould be the amount by which the affected compensation exceeded the amount that would have been payable had the financial statements been initially filed as restated, or any greater or lesser amount that our Compensation Committee or the independent members of our Board shall determine. In no case shall theThe amount tothat may be recovered, by ushowever, may not be less than the amount required to be repaid or recovered as a matter of law. Recovery of such amounts by us would be in addition to any actions imposed by law, enforcement agencies, regulators or other authorities. We will review the terms

57  L3HARRIS 2020 PROXY STATEMENT

Consideration of Risk Elements
For a discussion of our recovery policy in lightconsideration of risks related to our compensation policies and practices, as well as factors mitigating those risks, see the requirements under the Dodd-Frank Act“Relationship Between Compensation Plans and will make any necessary changes to be in compliance with those requirements after final regulations have been issued.Risk” section of this proxy statement beginning on page 61.
Policies Relating to Our Common Stock
Stock ownership guidelinesOwnership Guidelines
To further promote management’s ownership of our shares by management and to more closely align management and shareholder interests, our Compensation Committee has established the following stock ownership guidelines for our Board-elected or appointed officers. Executives are expected to own Harris stock having a minimum value, denominated
Stock Ownership (as a multiple of their annual base salary rates, which can be accumulated over a five-year period from the date of hire or promotion into a covered position. Our Compensation Committee annually reviews our stock ownership guidelines, including reviewing the stock ownership guidelines of our compensation comparison peer group.salary)
Our current stock ownership guidelines are as follows:
CEO
6x
President and COO
6x
Other Senior corporate officers & segment Presidents
(including the other named executive officers)
3x
Other corporate officers
2x
Base
CEO — five times base salary rate;Salary
Senior corporate officers and segment Presidents (including the other named executive officers) — three times base salary rate; and
Other corporate officers — two times base salary rate.
What counts: Shares that count toward our stock ownership guidelines include shares owned outright or jointly by the executive, shares credited in our Retirement Plan,under any retirement plan sponsored by us, share equivalents represented by amounts deferred in the Harris stock fundL3Harris Stock Fund account of our SERP,ERSP, and restricted stock and restricted stock unit awards (on an after-tax basis).
What doesn’t count: Stock options, including performance stock options, and unearned performance share units do not count forunits.

Executives are expected to meet these ownership levels by the purposeend of measuringthe five-year period from their date of hire or promotion into a position covered by the guidelines. Our Compensation Committee conducts an annual review to assess compliance with the guidelines. As of February 28, 2020, our named executive officers met or were on track to meet the applicable stock ownership guidelines. guidelines within the applicable timeframe.
Executive officers are not permitted under our stock ownership guidelines to sell Harrisour shares (other than the sale

61


of shares to pay the exercise price and related taxes upon the exercise of stock options) until such executive hasthey have satisfied the applicable stock ownership guidelines. Executives age 62 or older are not subject to the guidelines. Our Compensation Committee conducts an annual review to assess compliance with the guidelines. As of August 31, 2018, our named executive officers met their applicable ownership guidelines or were on track to achieve their ownership guidelines within the applicable compliance timeframe.

No repricingRepricing of optionsOptions
We have not repriced options, and,nor have we replaced options if our stock price declined after the grant date, we have not replaced options.date. The exercise price of stock options is the closing market price of our common stock on the grant date or,(or on the prior business day if the grant is made on a weekend or holiday, the closing market price of our common stock on the prior business day.holiday). Our Compensation Committee orand Board, however, also has thehave discretion to set the exercise price of stock options higher than the closing market price of our common stock on the grant date.

Equity grantsGrants by CEO
As permitted by the terms ofunder our equity incentive plans, our Board has delegated to our CEO the authority to grant equity awards to employees who are not executive officers. Such grants are subject to our equity grant policy. The annual maximum number of shares underlying the awards that may be granted pursuant to this delegation is set by our Compensation Committee, which reviews these awards annually.

Insider trading policyTrading Policy and policyPolicy against hedgingHedging and pledgingPledging
Our insider trading policy prohibits directors, employees and certain of their family members from purchasing or selling any type of security whether(whether issued by us or another company,company) while such person is aware of material non-public information relating toabout the issuer of the security (except pursuant to an approved 10b-5 trading plan), or from providing such material non-public information to any person who may trade while aware of such information. This policy also prohibits directors and employees from engaging in short sales with respect to our securities and from entering into hedging, puts, calls or other “derivative” derivative


L3HARRIS 2020 PROXY STATEMENT  58

transactions with respect to our securities. Our policies also prohibit directors and executives from purchasing Harrisour stock on margin, holding Harrisour stock in a margin account or otherwise pledging Harrisour stock as collateral for margin accounts, loans or any other purpose. UseWe do permit the use of “cashless exercise” procedures to exercise stock options granted by us is permitted by this policy if such exercise complies with our insider trading and other relevant policies. None of our directors or executive officers pledged our stock during our fiscal 2018.transition period. We also have procedures that require trades by directors and executive officers to be pre-cleared by our General Counsel or his staff.

Tax and Accounting Considerations
Tax deductibility of executive compensationTAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code generally prohibits a public company from deducting compensation paid in any year in excess of $1 million to its CEO or any of its four other most highly compensated executive officers as of the end of the year. In the past, certain compensation was specifically exempt from the deduction limit to the extent it was “performance-based” under Section 162(m). In evaluating whether to structure executive compensation components as performance-based and thus exempt from the deduction limit, our Compensation Committee considered the net cost to us and its ability to effectively administer executive compensation in the long-term interest of shareholders. Our Compensation Committee believesbelieved that it iswas important to preserve flexibility in administering compensation programs in a manner designed to promote corporate goals. Accordingly, our Compensation Committee retained the flexibility to approve elements of compensation that it believed arewere consistent with the objectives of our executive compensation program, but that may not have been fully deductible. For example, sign-on bonuses and time-based restricted stock or restricted stock units granted without performance conditions were not performance-based under Section 162(m) and, in certain instances, deductibility of such compensation may have been limited.
Section 162(m) of the Internal Revenue Code was amended by the Tax Cuts and Jobs Act of 2017. Effective for taxable years beginning after December 31, 2017, the newamended law eliminateseliminated the Section 162(m) exception for performance-based compensation (other than with respect to payments made pursuant to certain “grandfathered” arrangements entered into prior to November 2, 2017) and expandsexpanded the definition of “covered employee” to include a company’s chief financial officer and any individual who was a covered employee of Harrisus in any taxable year beginning after December 31, 2016. As a result of the changes to Section 162(m), theour Compensation Committee anticipates that the portion of future compensation paid to our named executive officers in excess of $1 million will not be deductible, unlessdeductible. Our Compensation Committee believes that our interests are best served by maintaining flexibility in the way compensation is provided, even if it qualifies for transition relief applicable tomight result in the “grandfathered” arrangement in place asnon-deductibility of November 2, 2017.certain compensation under the Internal Revenue Code.

62NONQUALIFIED DEFERRED COMPENSATION


Nonqualified deferred compensation
Under Section 409A of the Internal Revenue Code, requires that “nonqualified deferred compensation” must be deferred and paid under plans or arrangements that satisfy thecertain requirements of the law with respect to the timing of deferral elections, timing of payments and certain other matters. If suchthese requirements are not complied with, amounts that are 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.
Accounting for equity-based compensation
ACCOUNTING FOR EQUITY-BASED COMPENSATION
Before we grant equity-based compensation awards, we consider the accounting impact of the awardaward. This involves analyzing the award’s impact both as structured and in other scenarios in order to analyze the expected impactpossible scenarios.

59  L3HARRIS 2020 PROXY STATEMENT
MANAGEMENT DEVELOPMENT AND COMPENSATION
COMMITTEE
REPORT

The following Report of our Management Development and Compensation Committee does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that we specifically incorporate this Report by reference therein.
The Management Development and Compensation Committee has reviewed and discussed with management the “Compensation Discussion and Analysis” section of this proxy statement. Based on its review and discussion, the Management Development and Compensation Committee has recommended to the Board of Directors of L3Harris Technologies, Inc., and the Board of Directors of L3Harris Technologies, Inc. has approved, that this Compensation Discussion and Analysis be included in this proxy statement for the 20182020 Annual Meeting of Shareholders and incorporated by reference in Harris’ AnnualL3Harris Technologies, Inc.’s Transition Report on Form 10-K10-KT for the fiscal yeartransition period ended June 29, 2018.January 3, 2020.
Submitted on September 6, 2018February 27, 2020 by the
Management Development and Compensation Committee
of the Board of Directors.Directors of L3Harris Technologies, Inc.

Lewis Hay III, Chairperson

Thomas A. Dattilo Chairperson
James F. Albaugh
Terry D. Growcock
Lewis Hay III
Hansel E. Tookes II


63

Lewis Kramer

Rita S. Lane


L3HARRIS 2020 PROXY STATEMENT  60
RELATIONSHIP BETWEEN
COMPENSATION PLANS
AND RISK

In fiscal 2017, ourthe Harris Compensation Committee and management, with the assistance of Aon Hewitt Associates LLC, conducted a review of ourHarris’ compensation strategies, plans, programs, policies and practices, including executive compensation and major broad-based compensation programs in which salaried and hourly employees at various levels of ourthe organization participate. The goal of this review was to assess whether any of ourHarris’ compensation strategies, plans, programs, policies or practices, either individually or in the aggregate, would encourage executives or employees to undertake unnecessary or excessive risks that were reasonably likely to have a material adverse impact on us.Harris.
We reviewed ourThe review included variable pay, sales commission and other compensation plans and considered the number of participants in each plan, the participants’ levels within the organization, the target and maximum payment potential and the performance criteria under each plan, and the type of plan. Management and ourthe Harris Compensation Committee also applied a risk assessment to those plans that were identified as having the potential to deliver a material amount of compensation, which included the annual incentive and long-term compensation plans that are described in the “Compensation Discussion and Analysis”CD&A section of this proxy statement. Based on the review, management and ourthe Harris Compensation Committee concluded that ourHarris’ compensation strategies, plans, programs, policies and practices dodid not pose material risk due to a variety of mitigating factors. These factors include:included:
An emphasis on long-term compensation that utilizes a balanced portfolio of compensation elements, such as cash and equity, and delivers rewards based on sustained performance over time;
Our Compensation Committee’s power to set short- and long-term performance objectives for our incentive plans, which we believe are appropriately correlated with shareholder value and which use multiple financial metrics to measure performance;
Our performance share unit awards focus on financial performance measures spanning overlapping three-year performance periods. This creates a focus on driving sustained performance over multiple performance periods, which mitigates the potential for executives to take excessive risks to drive one-time, short-term performance spikes in any one performance period;
The use of equity awards with vesting periods to foster retention and align our executives’ interests with those of our shareholders;
Capping potential payouts under both short- and long-term incentive plans to eliminate the potential for any windfalls;
A “clawback” policy that allows us to recover all or a portion of any performance-based compensation if our financial statements are restated as a result of errors, omissions or fraud;
Share ownership guidelines; and
A broad array of competitive benefit programs that offer employees and executives an opportunity to build meaningful retirement assets and benefit protections throughout their careers.
In fiscal 2018, there were no material changes to our compensation strategy, plans, programs, policies or practices, and both management and our Compensation Committee again concluded that our compensation strategies, plans, programs, policies and practices are not reasonably likely to have a material adverse effect on us.

64
>An emphasis on long-term compensation that utilizes a balanced portfolio of compensation elements, such as cash and equity, and delivers rewards based on sustained performance over time;
>The Compensation Committee’s power to set short-and long-term performance objectives for incentive plans, which appropriately correlated with shareholder value and which use multiple financial metrics to measure performance;
>Performance share unit awards that generally are tied to financial performance measures spanning overlapping three-year performance periods, creating a focus on driving sustained performance over multiple performance periods, which mitigates the potential for executives to take excessive risks to drive one-time, short-term performance spikes in any one performance period;
>The use of equity awards with vesting periods to foster retention and align executives’ interests with those of shareholders;
>Capping potential payouts under both short-and long-term incentive plans to eliminate the potential for any windfalls;
>A “clawback” policy that allows recovery of all or a portion of any performance-based compensation if financial statements are restated as a result of errors, omissions or fraud;
>Share ownership guidelines; and
>A broad array of competitive benefit programs that offer employees and executives an opportunity to build meaningful retirement assets and benefit protections throughout their careers.

Our compensation strategy, plans, programs, policies and practices did not materially change from those of Harris prior to the Merger, and we did not materially change them in our fiscal transition period. As a result, both management and our Compensation Committee have again concluded that our compensation strategies, plans, programs, policies and practices are not reasonably likely to have a material adverse effect on us.

61  L3HARRIS 2020 PROXY STATEMENT


COMPENSATION
TABLES

FISCAL 2018TRANSITION PERIOD SUMMARY COMPENSATION TABLE
The following table summarizes the compensation paid to, or accrued on behalf of, our named executive officers for theour abbreviated, approximately six-month fiscal transition period of June 29, 2019 to January 3, 2020 and for our fiscal years ended June 28, 2019, June 29, 2018 and June 30, 2017 and July 1, 2016.2017. Our named executive officers are our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers serving at the end of theour fiscal year ended June 29, 2018.transition period. The following table and the Grants of Plan-Based Awards in Fiscal 2018Transition Period Table on page 6865 should be viewed together for a more complete representationpresentation of both the annual and long-term incentive compensation elements of our executive compensation program.
Name and
Principal Position		YearSalary
$(1)		Bonus
$		Stock
Awards
$(2)		Option
Awards
$(3)		Non-Equity
Incentive Plan
Compensation
$(4)		Change in
Pension Value
and  Nonqualified
Deferred
Compensation
Earnings
$		All Other
Compensation
$(5)		Total
$
William M. Brown
Chairman, President and
Chief Executive Officer		2018$1,287,500
$0
$6,974,118
$2,201,394
$2,640,000
$0
$913,101
$14,016,113
2017$1,237,499
$0
$4,492,551
$4,198,276
$2,100,000
$0
$447,824
$12,476,150
2016$1,172,913
$0
$5,108,799
$4,945,794
$2,000,000
$0
$651,384
$13,878,890
Rahul Ghai (6)
Senior Vice President and
Chief Financial Officer		2018$537,499
$0
$1,105,791
$349,014
$500,000
$0
$72,075
$2,564,379
2017$487,500
$0
$675,798
$631,220
$400,000
$0
$217,199
$2,411,717
2016$376,238
$0
$174,899
$163,343
$300,000
$0
$50,132
$1,064,612
Sheldon J. Fox
Senior Vice President, Operations and Information Technology		2018$551,250
$0
$978,156
$308,733
$414,585
$0
$103,788
$2,356,512
2017$536,250
$0
$675,798
$631,220
$365,000
$0
$108,203
$2,316,471
2016$521,346
$0
$574,161
$536,663
$375,000
$0
$152,520
$2,159,690
Dana A. Mehnert
Senior Vice President,
Chief Global Business Development Officer
2018$551,251
$0
$978,156
$308,733
$414,585
$0
$103,788
$2,356,513
2017$536,250
$0
$675,798
$631,220
$365,000
$0
$101,435
$2,309,703
2016$527,770
$0
$574,161
$536,663
$375,000
$0
$111,477
$2,125,071
Scott T. Mikuen
Senior Vice President,
General Counsel and Secretary		2018$543,750
$0
$935,737
$295,312
$425,000
$0
$98,000
$2,297,799
2017$518,750
$0
$587,672
$548,863
$380,000
$0
$98,195
$2,133,480
2016$495,683
$0
$499,373
$466,587
$340,000
$0
$130,627
$1,932,270

Name and
Principal Position*
 Year Salary
$(1)		 Bonus
$(2)		 Stock
Awards
$(3)		 Option
Awards
$(4)		 Non-Equity
Incentive
Plan
Compensation
$(5)		 
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
$(6)
 All Other
Compensation
$(7)		 Total
$		 
William M. Brown Fiscal Transition                       
Chairman and
 Period  $752,885 $0
 $7,625,336 $5,000,034 $1,467,500 $0 $899,875 $15,745,630 
Chief Executive 2019 $1,338,462 $0 $7,491,095 $2,269,511 $3,735,000 $0 $889,464 $15,723,532 
Officer 2018 $
1,287,500
 $0 $6,974,118 $2,201,394 $2,640,000 $0 $913,101 $14,016,113 

 2017 $
1,237,499
 $0 $4,492,551 $4,198,276 $2,100,000 $0 $447,824 $12,476,150 

                           
Christopher E. Fiscal Transition $752,885 $0 $2,500,194 $5,000,034 $1,467,500 $0 $5,454,550 $15,175,163 
Kubasik(8)
 Period                       
Vice Chairman, 
 

 
 

 

 

 
 

 

 
President and Chief 
 

 
 

 

 

 
 

 

 
Operating Officer                           
                            
Jesus Malave, Jr.(9)
 Fiscal Transition $324,519 $200,000 $1,610,121 $1,340,037 $367,000 $0 $140,008 $3,981,685 
Senior Vice President Period 

 
 

 

 

 
 

 

 
and Chief Financial 
 

 
 

 

 

 
 

 

 
Officer                           
                            
Todd W. Gautier(10)
 Fiscal Transition $311,538 $0 $660,027 $1,340,037 $283,000 $ 174,750 $2,736,271 $5,505,623 
President, Period 

 
 

 

 

 
 

 

 
Aviation Systems 
 

 
 

 

 

 
 

 

 

                           
                            
Edward J. Zoiss(11)
 Fiscal Transition $311,538 $0 $1,460,171 $1,340,037 $388,000 $0 $116,455 $3,616,201 
President, Period 

 
 

 

 

 
 

 

 
Space and Airborne
 
 

 
 

 

 

 
 

 

 
Systems                           
                            

(1)The “Salary” column reflects the base salary amount (not base salary rate)level) for each of our named executive officers for theour fiscal transition period or respective fiscal year. Amounts shown include any portion of base salary deferred and contributed by our named executive officers to our RetirementRSP or ERSP or the L3 401(k) Plan or our SERP.SSP-II. See the Fiscal 2018Transition Period Nonqualified Deferred Compensation Table on page 7471 and related notes for information regarding contributions by our named executive officers to our SERP.ERSP or the SSP-II.

(2)
The amount shown for Mr. Malave for the fiscal transition period represents a one-time cash sign-on bonus paid under the terms of his employment letter agreement.

(2)
L3HARRIS 2020 PROXY STATEMENT  62

(3)The “Stock Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 for the fiscal transition period or respective fiscal year with respect to performance share units and restricted stock units granted to our named executive officers. Amounts reflect our accounting for these awards and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of performance share units, except the 22,700special, one-time integration-related performance share units granted in our fiscal transition period were determined as of the grant date using the closing market price of our common stock on the grant date. The grant date fair values of performance share units granted prior to Mr. Brown inour fiscal 2016 as part of his special one-time share-based retention and Exelis integration award,transition period were calculated based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to companies in the Standard & Poor’sS&P 500, less a discount because dividends are not paidpayable on performance share units during the performance period. The grant date fair valueAlthough dividends also are not payable during the performance period of the 22,700special, one-time integration-related performance share units granted to Mr. Brown in our fiscal 2016 as part of his special one-time share-based retention and Exelis integration award was determined as oftransition period, the grant date using the closing market pricefair values of our common stock on the grant date, less a discount because dividends are not paid onthose performance share units during the performance period.do not reflect any discounts. The grant date fair values of restricted stock units were determined as of the grant date using the closing market price of our common stock on the grant date. Although dividends also are not paidpayable during the restricted period of fiscal transition period restricted stock units granted to certain of our named executive officers in August 2019 and were not payable during the restriction period on fiscal 2018 and 2019 restricted stock units granted to our named executive officers in August 2017 and August 2018, respectively (which vested at the time of the Merger), 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.
Because dividends are not paid on performance share units during the performance period, the grant date fair values of performance share units reflect the following approximate discounts: (a) $7.18 per share for fiscal 2018 performance share units granted in August 2017; (b) $6.68 per share for fiscal 2017 performance share units granted in August 2016; and (c) $6.01 per share for fiscal 2016 performance share units granted in August 2015, except the 22,700 performance share units granted to Mr. Brown in fiscal 2016 as part of his special one-time share-based retention and Exelis integration award, for which the approximate discount was $6.37 per share. 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, if any, which are paid with respect to an issued and outstanding share of 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 $2.28, $2.12 and $2.00 per share in fiscal 2018, 2017 and 2016, respectively. The dollar value of dividend equivalents on vested performance share units is included in the “All Other Compensation” column.
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 2018, 2017 or 2016, as applicable, assuming at such grant date the maximum payment of 200% of target, would have been as follows: Mr. Brown — $9,541,398, $8,985,102 and $10,217,597; Mr. Ghai — $1,512,768, $1,351,596 and $349,798; Mr. Fox — $1,338,148, $1,351,596 and $1,148,322; Mr. Mehnert — $1,338,148, $1,351,596 and $1,148,322; and Mr. Mikuen — $1,280,114, $1,175,344 and $998,746. See the Grants of Plan-Based Awards in Fiscal 2018 Table on page 68 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to equity awards granted in fiscal 2018 and the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70 and related notes for information with respect to equity awards granted prior to fiscal 2018.

As noted, the grant date fair values of performance share units granted prior to our fiscal transition period reflect discounts (because dividends are not payable on performance share units during the performance period), which were approximately: (a) $8.54 per share for fiscal 2019 performance share units granted in August 2018; (b) $7.18 per share for fiscal 2018 performance share units granted in August 2017; and (c) $6.68 per share for fiscal 2017 performance share units granted in August 2016. For all grants of performance share units, 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, if any, which are paid with respect to an issued and outstanding share of 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 $1.50, $2.74, $2.28 and $2.12 per share in our fiscal transition period and fiscal 2019, 2018 and 2017, respectively. The dollar value of dividend equivalents on vested performance share units is included in the “All Other Compensation” column.


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 our fiscal transition period and fiscal 2019, 2018 or 2017, as applicable, assuming at such grant date the maximum payment (400% of target for the special, one-time integration-related performance share units granted in our fiscal transition period and 200% of target for performance share units granted prior to our fiscal transition period), would have been as follows: Mr. Brown — $10,000,776, $10,218,486, $9,541,398 and $8,985,102; Mr. Kubasik — $10,000,776; Mr. Malave — $2,640,108; Mr. Gautier — $2,640,108; and Mr. Zoiss — $2,640,108. See the Grants of Plan-Based Awards in Fiscal Transition Period Table on page 65 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to equity awards granted in our fiscal transition period and the Outstanding Equity Awards at Fiscal Transition Period End Table on page 67 and related notes for information with respect to equity awards granted prior to our fiscal transition period.
65


(3)(4)The “Option Awards” column reflects the aggregate grant date fair value computed in accordance with ASC 718 for the fiscal transition period or respective fiscal year with respect to performance stock options and stock options granted to our named executive officers. Amounts reflect our accounting for these option grants and do not necessarily correspond to the actual values that may be realized by our named executive officers. The grant date fair values of these option grants were calculated atas of the grant date using the Black-Scholes-Merton option-pricing model. The grant date fair values per share of our common stock underlying these option grants were as follows: (a) $38.61 for fiscal transition period performance stock option grants in August 2019; (b) $30.05 for fiscal 2019 stock option grants in August 2018; (c) $18.59 per share for fiscal 2018 stock option grants in August 2017; (b)and (d) $13.82 per share for fiscal 2017 stock option grants in August 2016; and (c) $12.67 per share for fiscal 2016 stock option grants in August 2015.2016. The assumptions used for the valuations are set forth in Note 14 and Note 15the Notes to our audited consolidated financial statements in our AnnualTransition Report on Form 10-K10-KT for our fiscal 2018transition period (Note 16) and in our Annual Reports on Form 10-K for fiscal 2019 (Note 15), 2018 (Note 14) or 2017 (Note 15), respectively. The grant date fair values of performance stock options were computed based on the probable outcome of the performance conditions as of the grant date of the performance stock options, which was at target, and 2016, respectively.also represents the maximum number of shares underlying the performance stock option award. 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 2018Transition Period Table on page 6865 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement for information with respect to performance stock options granted in our fiscal 2018transition period and the Outstanding Equity Awards at 2018 Fiscal YearTransition Period End Table on page 7067 and related notes for information with respect to stock options and performance stock options granted prior to our fiscal 2018.transition period.
(4)(5)The “Non-Equity Incentive Plan Compensation” column reflects payouts to our named executive officers of cash amounts earned under our Annual Incentive Plan and, when applicable, our Performance Reward Plan for services performed in the respective fiscal year (there were no payouts under our Performance Reward Plan in fiscal 2018, 2017 or 2016). Payouts were determined by our independent directors, in the case of Mr. Brown, and our Compensation Committee, in the case of our other named executive officers, in August 2018, August 2017 and August 2016, respectively, and paid shortly thereafter.Plan. Amounts shown include any portion of these payouts deferred and contributed by the recipient to our Retirement PlanRSP or our SERP.ERSP or the SSP-II. See the Fiscal 2018Transition Period Nonqualified Deferred Compensation Table on page 7471 and related notes for information regarding contributions by our named executive officers to our SERP.ERSP or the SSP-II. For additional information about our Annual Incentive Plan and Performance Reward Plan and these payouts, see the “Compensation Discussion and Analysis” section of this proxy statement and the Grants of Plan-Based Awards in Fiscal 2018Transition Period Table on page 6865 and related notes.
(6)
As described in the “Nonqualified Deferred Compensation” section beginning on page 70 of this proxy statement, Mr. Gautier participated in the legacy L3 Supplemental Executive Retirement Plan, a non-qualified, unfunded, defined benefit pension plan.  The amount shown for Mr. Gautier represents the change between the actuarial present value of Mr. Gautier’s total accumulated pension benefit thereunder from June 29, 2019 to December 31, 2019.  The legacy L3 Supplemental Executive Retirement Plan was combined with the ERSP effective December 31, 2019, and there will be no further participation in the legacy L3 Supplemental Executive Retirement Plan by Mr. Gautier or any of our other employees after December 31, 2019.

(5)(7)The following table describes the components of the “All Other Compensation” column for our fiscal 2018:transition period:
Fiscal 2018Transition Period All Other Compensation Table

  
Insurance
Premiums
  
Company
Contributions
to RSP or
L3 401(k) Plan
  
Company
Credits
to ERSP/SSP-II
(nonqualified)
  
Perquisites
and Other
Personal
Benefits
  
Dividend
Equivalents
on Vested
Stock Awards
  
Merger-
Related
Accelerated
Payouts
    
Name (a)  (b)  (c)  (d)  (e)  (f)  Total 
William M. Brown $2,256  $3,346  $267,485  $42,238  $584,550  $—  $899,875 
Christopher E. Kubasik $13,176  $3,346  $87,731  $293,407  $275,890  $4,781,000  $5,454,550 
Jesus Malave, Jr. $868  $—  $—  $139,140  $—  $—  $140,008 
Todd W. Gautier $11,346  $1,385  $46,353  $8,840  $51,976  $2,616,371  $2,736,271 
Edward J. Zoiss $833  $1,385  $50,885  $—  $63,352  $—  $116,455 

63  L3HARRIS 2020 PROXY STATEMENT


NameInsurance
Premiums
(a)		Company
Contributions
to Retirement
Plan
(b)		Company
Credits
to SERP
(nonqualified)
(c)		Perquisites
and Other
Personal
Benefits
(d)		Dividend Equivalents
on Vested Stock Awards
(e)		Total
William M. Brown$4,914
$9,500
$193,692
$126,288
$578,707
$913,101
Rahul Ghai$1,456
$13,962
$42,231
$—
$14,426
$72,075
Sheldon J. Fox$1,470
$9,535
$45,423
$—
$47,360
$103,788
Dana A. Mehnert$1,470
$9,535
$45,423
$—
$47,360
$103,788
Scott T. Mikuen$1,414
$9,615
$45,781
$—
$41,190
$98,000


(a)Reflects the dollar value of premiums paid by us onfor life insurance for our named executive officers under our broad-based group basic life insurance benefit.benefit, and also for Messrs. Kubasik and Gautier, the dollar value of premiums paid by us for executive life insurance and executive medical reimbursement under legacy L3 health and welfare plans that continued during our fiscal transition period (but which are no longer provided effective January 1, 2020).


(b)Reflects our contributions credited to accounts of our named executive officers under our RetirementRSP or the L3 401(k) Plan, which is aare tax-qualified, defined contribution plan.plans.

(c)Reflects our credits to accounts of our named executive officers under our SERP,ERSP or the SSP-II, which is anare unfunded, nonqualified defined contribution retirement plan.plans. For additional information regarding our SERP,ERSP or the SSP-II, see the Fiscal 2018Transition Period Nonqualified Deferred Compensation Table on page 7471 and related notes.

(d)
The amount for Mr. Brown was for personal use of Harris-ownedCompany-owned aircraft. The amount for Mr. Kubasik consisted of $72,716 for personal use of Company-owned aircraft; $208,720 for relocation, commuting and related temporary living expenses and allowances; and $11,971 for Company-paid financial planning and advice and federal and state tax preparation services from a designated third-party provider, including imputed income for such services (but no gross-up for payment of taxes for such imputed income). The amount for Mr. Malave was for payment or reimbursement of relocation, commuting and related temporary living expenses and allowances. The amount for Mr. Gautier was for Company-paid financial planning and advice and federal and state tax preparation services from a designated third-party provider, including imputed income for such services (but no gross-up for payment of taxes for such imputed income). The amount for Mr. Zoiss was $0.

The incremental cost to us of personal use of Harris-ownedCompany-owned aircraft is calculated based on our average variable operating costs, which include fuel, maintenance, weather-monitoring, on-board catering, trip-related hangar/parking, landing/ramp fees and other miscellaneous variable costs. Our total annual variable operating costs are divided by the annual number of miles the Harris-ownedCompany-owned aircraft flew to derive an average variable cost per mile, which is then multiplied by the miles flown for personal use to derive the incremental cost. The methodology excludes fixed costs that do not change based on usage, such as pilots’ and other employees’ salaries, purchase costs of the aircraft and non-trip related hangar expenses. The taxable benefit associated with personal use of Harris-ownedCompany-owned aircraft is imputed at “Standard Industry Level” rates to the applicable named executive officers, who do not receive any gross-up for payment of taxes for such imputed income. The amount related to the loss of tax deduction to us due to the personal use of Harris-ownedCompany-owned aircraft under the Internal Revenue Code is not included.
No amount is reported for Messrs. Ghai or Fox because the total incremental cost per individual to us was less than $10,000. Amounts for Messrs. Mehnert and Mikuen were $0.
As noted above, we also offer a supplemental long-term disability benefit to employees with eligible compensation in excess of $400,000 and offer our executives the option to participate in a group excess liability umbrella policy. No premiums are payable by us for these benefits and there is no incremental cost reflected for our named executive officers.
Certain Harris-related events may include meetings and receptions with our customers, executive management or Board attended by the named executive officer and a spouse or guest. If the Harris-owned aircraft is used and a spouse or guest travels with the named executive officer, no amounts are included because there is no incremental cost to us. We also have Harris-purchased tickets to athletic or other events generally for business purposes. In limited instances, executives, including our named executive officers, may have personal use of Harris-purchased event tickets. No amounts are included because there is no incremental cost to us of such personal use. For a discussion of perquisites and other personal benefits provided to our named executive officers, see the “Compensation Discussion and Analysis” section of this proxy statement.

As noted above, we also offer a supplemental long-term disability benefit to employees with eligible compensation in excess of $400,000 and offer our executives the option to participate in a group excess liability umbrella policy. No premiums are payable by us for these benefits and there is no incremental cost reflected for our named executive officers.

Certain Company-related events may include meetings and receptions with our customers, executive management or Board attended by the named executive officer and a spouse or guest. If the Company-owned aircraft is used and a spouse or guest travels with the named executive officer, no amounts are included because there is no incremental cost to us. We also have Company-purchased tickets to athletic or other events generally for business purposes. In limited instances, executives, including our named executive officers, may have personal use of Company-purchased event tickets. No amounts are included because there is no incremental cost to us of such personal use. For a discussion of perquisites and other personal benefits provided to our named executive officers, see the “Compensation Discussion and Analysis” section of this proxy statement.

(e)Reflects the dollar value of dividend equivalents paid in cash to our named executive officers with respect to performance share units ultimately earned forand restricted stock units, which vested at the fiscal 2016-2018 three-year performance period, including Mr. Brown’s special one-time Exelis integration performance share unit award.time of the Merger. The value of such dividend equivalents was not factored into the grant date fair value of the underlying performance share units and restricted stock units.

(f)Reflects payouts to Messrs. Kubasik and Gautier of cash amounts under legacy L3 multi-year performance cash and annual cash incentive plans as a result of the change in control due to the Merger, based on payout determinations made shortly before the Merger by the compensation committee of the board of directors of L3 after consultation with Harris. For Mr. Gautier, also reflects his cash distribution under the legacy L3 Supplemental Executive Retirement Plan, a non-qualified, unfunded, defined benefit pension plan, as a result of the change in control due to the Merger.

(6)(8)Mr. Ghai joined us on March 2, 2015Kubasik was employed with L3 at the time of the Merger and becamewas not a named executive officer upon beingof L3Harris prior to the fiscal transition period.
(9)Mr. Malave joined L3Harris on June 29, 2019 and was not a named Senior Vice Presidentexecutive officer of L3Harris prior to the fiscal transition period.
(10)Mr. Gautier was employed with L3 at the time of the Merger and Chief Financial Officer effective February 11, 2016. The “All Other Compensation” and “Total” column amounts for Mr. Ghai forwas not a named executive officer of L3Harris prior to the fiscal 2017 have been corrected to include immigration expenses of $1,540 we paid on behalf of Mr. Ghai in fiscal 2017.transition period.

66
(11)
Mr. Zoiss was not a named executive officer of L3Harris prior to the fiscal transition period.


Salary and Bonus as a Proportion of Fiscal 2018Transition Period Total Compensation
Using the amounts shown under the “Salary” and “Bonus” and “Total” columns in the Fiscal 2018Transition Period Summary Compensation Table, the salary and bonus of each of our named executive officers as a proportion of such named executive officer’s fiscal 2018transition period total compensation was as follows:

Name
Name
Salary and Bonus as a Proportion of
Fiscal 2018Transition Period Total Compensation

William M. Brown9.19%4.8
%
Rahul Ghai
Christopher E. Kubasik
20.96%5.0
%
Sheldon J. Fox
Jesus Malave, Jr.
23.39%13.2
%
Dana A. Mehnert
Todd W. Gautier
23.39%5.7
%
Scott T. Mikuen
Edward J. Zoiss
23.66%8.6
%


L3HARRIS 2020 PROXY STATEMENT  64




GRANTS OF PLAN-BASED AWARDS IN FISCAL 2018TRANSITION PERIOD TABLE
The following table provides information about cash (non-equity) and equity incentive compensation plan-based awards granted to our named executive officers in our fiscal 2018,transition period, including: (1) the grant date and approval date of equity awards; (2) the range of cash payouts that were possible in respect of awards under our Annual Incentive Plan and our Performance Reward Plan; (3) the range of performance share units that may be earned in respect of grants under performance share unit awards; (4) grants under restricted stock unit awards; (5) the number of shares underlying, and exercise price of, stock option grants; and (6) the grant date fair value of grants under performance share unit and restricted stock unit awards and stock options grants computed under ASC 718.

      Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards(1)
Estimated Future Payouts
Under Equity Incentive
Plan Awards(2)		 

All Other
Stock
Awards:
Number of
Shares of

 


All Other Option
Awards:
Number of
Securities
Underlying

 

Exercise
or Base
Price of
Option

 

Grant Date
Fair Value of
Stock and
Option

 
Name/Type of Award Grant
Date		 Approval
Date		 Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		 Stock or
Units (#)(3)		 Options
(#)
 Awards
($/Share)(4)
 Awards
($)(5)
 
William M. Brown                                   
Annual Incentive Plan — — $125,000 $1,250,000 $2,500,000  —  —  —  —  —  —  — 
Restricted stock units 8/1/19 7/23/19 

 

 

  —  —  —  25,019  —  — $5,125,142 
Performance share units 8/1/19 
7/23/19
           3,051  12,205  48,820  —  —  — $2,500,194 
Performance stock options 8/1/19 
7/23/19
           —  129,501  —  —  — $204.85 $5,000,034 
Christopher E. Kubasik                                   
Annual Incentive Plan — — $125,000 $1,250,000 $2,500,000  —  —  —  —  —  —  — 
Performance share units 8/1/19 
7/23/19
           3,051  12,205  48,820  —  —  — $2,500,194 
Performance Stock options 8/1/19 
7/23/19
           —  129,501  —  —  — $204.85 $5,000,034 
Jesus Malave, Jr.                                   
Annual Incentive Plan — — $31,250 $312,500 $625,000  —  —  —  —  —  —  — 
Restricted stock units 8/1/19 
7/23/19
           —  —  —  4,638  —  — $950,094 
Performance share units 8/1/19 
7/23/19
           806  3,222  12,888  —  —  — $660,027 
Performance stock options 8/1/19 
7/23/19
           —  34,707  —  —  — $204.85 $1,340,037 
Todd W. Gautier                                   
Annual Incentive Plan — — $15,000 $300,000 $600,000  —  —  —  —  —  —  — 
Performance share units 8/1/19 
7/23/19
           806  3,222  12,888  —  —  — $660,027 
Performance Stock options 8/1/19 
7/23/19
           
—
  34,707  —  —  — $204.85 $1,340,037 
Edward J. Zoiss                                   
Annual Incentive Plan — — $15,000 $300,000 $600,000  —  —  —  —  —  —  — 
Restricted stock units 8/1/19 
7/23/19
 

 

 

  —  —  —  3,906  —  — $
800,144 
Performance share units 8/1/19 
7/23/19
           806  3,222  12,888  —  —  — $660,027 
Performance stock options 8/1/19 
7/23/19
           —  34,707  — 
—  — $
204.85 $1,340,037 

65  L3HARRIS 2020 PROXY STATEMENT

NameType of AwardGrant
Date		Approval
Date		Estimated Possible Payouts
Under Non-Equity Incentive Plan
Awards(1)		Estimated Future Payouts
Under Equity Incentive Plan
Awards(2)		All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)		All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)(4)		Exercise
or Base
Price of
Option
Awards
($/Share)
(5)		Grant
Date
Fair
Value of
Stock and
Option
Awards
($)(6)
Threshold
($)		Target
($)		Maximum
($)		Threshold
(#)		Target
(#)		Maximum
(#)
William M. BrownAnnual Incentive Plan—
—
$330,000
$2,200,000
$4,400,000
—
—
—
—
—
—
—
 Performance Reward Plan—
—
$0
$0
$450,864
—
—
—
—
—
—
—
 Performance share units8/25/17
8/25/17
   6,169
36,828
73,656
—
—
—
$4,770,699
 Restricted stock units8/25/17
8/25/17
      18,414
—
—
$2,203,419
 Stock options8/25/17
8/25/17
       118,429
$119.66
$2,201,394
Rahul GhaiAnnual Incentive Plan—
—
$61,875
$412,500
$825,000
—
—
—
—
—
—
—
 Performance Reward Plan—
—
$0
$0
$104,864
—
—
—
—
—
—
—
 Performance share units8/25/17
8/24/17
   978
5,839
11,678
—
—
—
$756,384
 Restricted stock units8/25/17
8/24/17
      2,920
—
—
$349,407
 Stock options8/25/17
8/24/17
       18,776
$119.66
$349,014
Sheldon J. FoxAnnual Incentive Plan—
—
$62,438
$416,250
$832,500
—
—
—
—
—
—
—
 Performance Reward Plan—
—
$0
$0
$105,864
—
—
—
—
—
—
—
 Performance share units8/25/17
8/24/17
   865
5,165
10,330
—
—
—
$669,074
 Restricted stock units8/25/17
8/24/17
      2,583
—
—
$309,082
 Stock options8/25/17
8/24/17
       16,609
$119.66
$308,733
Dana A. MehnertAnnual Incentive Plan—
—
$62,438
$416,250
$832,500
—
—
—
—
—
—
—
 Performance Reward Plan—
—
$0
$0
$105,864
—
—
—
—
—
—
—
 Performance share units8/25/17
8/24/17
   865
5,165
10,330
—
—
—
$669,074
 Restricted stock units8/25/17
8/24/17
      2,583
—
—
$309,082
 Stock options8/25/17
8/24/17
       16,609
$119.66
$308,733
Scott T. MikuenAnnual Incentive Plan—
—
$57,750
$385,000
$770,000
—
—
—
—
—
—
—
 Performance Reward Plan—
—
$0
$0
$100,464
—
—
—
—
—
—
—
 Performance share units8/25/17
8/24/17
   828
4,941
9,882
—
—
—
$640,057
 Restricted stock units8/25/17
8/24/17
      2,471
—
—
$295,680
 Stock options8/25/17
8/24/17
       15,887
$119.66
$295,312

(1)The “Estimated Possible Payouts Under Non-Equity Incentive Plan Awards” column shows the range of cash payouts that were possible in respect of awards under our Annual Incentive Plan (no payout is made for performance below threshold) and our Performance Reward Plan in respect of our fiscal 2018 performance (no payout is made for performance at or below target).transition period performance. Amounts actually earned under our Annual Incentive Plan for our fiscal 2018transition period were determined and approved by our independent directors, in the case of Mr.Messrs. Brown and Kubasik, and our Compensation Committee, in the case of our other named executive officers, in August 2018February 2020 and paid shortlysoon thereafter and are reported under the “Non-Equity Incentive Plan Compensation” column in the Fiscal 2018Transition Period Summary Compensation Table on page 65.62. For additional information related to our Annual Incentive Plan and our Performance Reward Plan,these payouts, including financial performance measures and associated weighting and targets, see the “Compensation Discussion and Analysis” section of this proxy statement.
(2)
The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earnedwere possible to earn and the range of options that were possible to earn and vest at the time of grant in respect of the grants underof performance share unitunits and performance stock options, respectively, comprising the special, one-time integration-related awards under our Equity Incentive Plan in our fiscal 2018transition period.

For these grants of performance share units, the number of shares that were possible to earn at the time of grant ranged from 0% to a maximum of 400% of the target number of performance share units based on an award payout formula of 0% to 200% for L3Harris achievement, as of December 31, 2021, relative to a target level of $500 million for full-year run rate gross synergies from the Merger (with a minimum threshold set at 80% of target performance), with a 50% to 200% modifier (i.e., downward or upward) for L3Harris achievement, as of December 31, 2021, relative to a target for cumulative earnings per share. For additional information related to the performance measures and associated weighting and targets, see the “Compensation Discussion and Analysis” section of this proxy statement. For these grants, cash dividend equivalents are not payable during the performance period on performance share units, and instead, each performance share unit earned and paid out receives accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the performance period, with payment of such dividend equivalents to be made in cash at the time of the actual payout of performance share units ultimately earned as determined after completion of the performance period. For these grants, an executive officer must remain employed with us through June 29, 2022 to earn an award. See the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 72 for the three-yeartreatment of these performance periodshare units upon a termination of fiscal 2018-2020.employment or change in control.
For these grants, the number of shares that may be earned will range from 0% to a maximum of 200% of the target number of performance share units and will be based on the extent of weighted achievement of targets for three-year EPS CAGR and average annual ROIC for the performance period, subject to possible adjustment based on our relative TSR compared with companies in the Standard & Poor’s 500. For additional information related to the performance measures and associated weighing and targets, see the “Compensation Discussion and Analysis” section of this proxy statement. For these

68


grants, cash dividend equivalents are not paid during the performance period on performance share units, and instead, each performance share unit earned and paid out will receive accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the performance period, with payment of such dividend equivalents to be made in cash at the time of the actual payout of performance share units ultimately earned as determined after completion of the performance period. For these grants, an executive officer must remain employed with us through the last day of the performance period to earn an award, although, subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, a pro-rata portion of the award will be earned if employment terminates as a result of death, disability or retirement after age 55 with 10 or more years of full-time service. For employment termination as a result of death or disability, performance share units granted in fiscal 2018 are pro-rated based on target and the period worked during the performance period and paid out promptly. See the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 75 for the treatment of performance share units in these situations and upon a change in control.

For these grants of performance stock options, the number of options that were possible to earn and vest at the time of grant were either 0% or 100% of the target number of performance stock options based on the performance vesting condition of L3Harris achievement by December 31, 2021 of a threshold level for full-year run rate gross synergies from the Merger. For additional information related to the performance measure and associated target, see the “Compensation Discussion and Analysis” section of this proxy statement. For these grants, an executive officer must remain employed with us through June 29, 2022 for these options to be earned and to vest. See the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 72 for the treatment of these performance stock options and upon a termination of employment or change in control. These performance stock options expire no later than 10 years from grant date. For additional information related to the terms and conditions of these performance stock options, see the Outstanding Equity Awards at Fiscal Transition Period End Table on page 77 and related notes.
(3)The “All Other Stock Awards: Number of Shares of Stock or Units” column shows restricted stock units granted under our Equity Incentive Plan in our fiscal 2018.transition period. For these grants, cash dividend equivalents are not paidpayable during the restriction period on restricted stock units, and instead, each restricted stock unit paid out will receivereceives accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the restriction period, with payment of such dividend equivalents to be made in cash at the time of the actual payout of restricted stock units after completion of the restriction period. InSee the case“Potential Payments Upon Termination or a Change in Control” section of death or disability, subject to a minimum one-year holding period, or upon a change in control,this proxy statement beginning on page 72 for the treatment of these restricted stock units will immediately vest. In the case of retirement after age 55 with 10 or more years of full-time service, or involuntaryupon a termination of employment by us other than for misconduct, subject to a minimum one-year holding period, these restricted stock units will vest and be pro-rated.or change in control. For additional information related to the terms and conditions of these restricted stock units, granted by us, see the Outstanding Equity Awards at 2018 Fiscal YearTransition Period End Table on page 7077 and related notes.
(4)The “All Other Option Awards: Number of Securities Underlying Options” column shows the number of shares of our common stock underlying stock options granted in fiscal 2018, which expire no later than 10 years from the grant date. These options vest in equal installments of one-third each on the first, second and third anniversary of the grant date, subject to the recipient’s continued employment through the applicable vesting date. In the case of death or disability, subject to a minimum one-year holding period, or in the case of a change in control, these options will immediately vest and become exercisable. For additional information related to the terms and conditions of the stock options granted by us, see the Outstanding Equity Awards at 2018 Fiscal Year End Table on page 70 and related notes.
(5)The “Exercise or Base Price of Option Awards” column shows the exercise price per share for the performance stock options at the time of grant, which was the closing market price per share of our common stock on the grant date or, if the grant is made on a weekend or holiday, the closing market price per share of our common stock on the preceding business day.date.
(6)(5)The “Grant Date Fair Value of Stock and Option Awards” column shows the aggregate grant date fair value computed in accordance with ASC 718 of performance share units (at target), performance stock options (at target) and restricted stock units and stock options granted in our fiscal 2018.transition period. 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-basedservice- based vesting conditions.
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 grant date fair values of performance share units granted in fiscal 2018 were calculated based on a multifactor Monte Carlo valuation model that simulates our stock price and TSR relative to other companies in the Standard & Poor’s 500 (which yielded a valuation of approximately $136.73 per share), less a discount (approximately $7.18 per share) because dividends are not paid on performance share units during the performance period, for a grant date fair value of $129.54 per share.
The grant date fair values of restricted stock units were determined as of the grant date using the $119.66

The grant date fair values of these performance share units were computed based on the probable outcome of the performance conditions as of the grant date of such awards (which was at target) and were determined as of the grant date using the $204.85 closing market price of our common stock on the grant date.
The grant date fair values of stock option grants were calculated at the grant date using the Black-Scholes-Merton option-pricing model. The grant date fair value per share of our common stock underlying stock options granted to our named executive officers in fiscal 2018 was $18.59 per share.
The assumptions used for the valuations are set forth in Note 14 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended June 29, 2018.

The grant date fair values of these performance stock options were calculated at the grant date using the Black-Scholes-Merton option-pricing model and were computed based on the probable outcome of the performance vesting condition as of the grant date of the performance stock options (which was at target). The grant date fair value per share of our common stock underlying these performance stock options was $38.61.

The grant date fair values of restricted stock units were determined as of the grant date using the $204.85 closing market price of our common stock on the grant date.

The assumptions used for the valuations are set forth in Note 16 to our audited consolidated financial statements in our Transition Report on Form 10-KT for the fiscal transition period ended January 3, 2020. These amounts reflect our accounting for these grants and do not necessarily correspond to the actual values that may be realized by our named executive officers.


L3HARRIS 2020 PROXY STATEMENT  66


OUTSTANDING EQUITY AWARDS AT 2018 FISCAL YEARTRANSITION PERIOD END TABLE
The following table provides information regarding outstanding unexercised stock options and unvested stock awards held by each of our named executive officers as of June 29, 2018.January 3, 2020. Each grant of outstanding unexercised stock options or unvested stock awards is shown separately for each named executive officer. The vesting schedule for each grant of outstanding unexercised stock options is shown in the footnotes following this table.


 Option Awards Stock Awards 
  

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
  
Equity Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned Options
(#)(2)
  
Option
Exercise
Price
($)
  
Option
Expiration
Date
  
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)(3)
   
Market Value of
Shares or Units
of Stock
That Have
Not Vested
($)(4)
  Equity Incentive Plan Awards: 
            
Number of
Unearned Shares,
Units or Other
Rights That
Have Not Vested
(#)(5)
  
Market or Payout
Value of Unearned
Shares, Units or
Other Rights That
Have Not Vested
($)(6)
 
               
               
Name/Option Grant Date(1)
              
 
   
  
William M. Brown
8/25/2012
  181,600   0  
— 
  $ 46.53 8/25/2022  25,019  $5,265,749   48,820  $10,275,145 
8/23/2013  177,900   0  —
  $ 56.97 8/23/2023                
8/23/2014  138,000   0  —
  $
 71.02 8/23/2024                
8/28/2015  390,290   0  —
  $
 77.54 8/28/2025                
8/27/2016  303,820   0  —
  $ 90.84 8/27/2026                
8/25/2017  118,429   0  —
  $ 119.66 8/25/2027                
8/25/2018  75,524   0  —
  $ 163.23 8/25/2028                
 
8/1/2019
  
1,385,563
—
   
0
—
  
129,501
  $ 204.85 8/1/2029                
Christopher E. Kubasik
10/30/2015
  66,258   0  
—
  $
 97.24 10/30/2025  11,830  $2,489,860   48,820  $10,275,145 
2/16/2016  76,190   0  —
  $
 89.39 2/16/2026  31,792  $6,691,262         
2/21/2017  56,624   0  —
  $
 129.85 2/21/2027  43,622  $9,181,122         
12/20/2017  112,138   0  —
  $
 149.31 12/20/2027                
2/20/2018  97,171   0   —  $162.30 2/20/2028                
 
8/1/2019
  
408,381
—
   
0
—
   129,501  $204.85 
 
8/1/2029
                
Jesus Malave, Jr.
8/1/2019
  —   —   34,707  $204.85 8/1/2029  4,638  $976,160   12,888  $2,712,537 
Todd W. Gautier
2/21/2017
  15,571   0   —  $129.85 
 
2/21/2027
  8,181  $1,721,855   12,888  $2,712,537 
2/20/2018  13,158   0   —  $162.30 2/20/2028  1,602  $337,173         
8/1/2019  
28,729
—
   
0
—
   34,707  $204.85 
 
8/1/2029
  9,783  $2,059,028   
   
 
Edward J. Zoiss
8/22/2014
  5,300   0   —  $71.02 
 
8/22/2024
  3,906  $822,096   12,888  $2,712,537 
8/28/2015  18,410   0   —  $77.54 8/28/2025                
8/26/2016  27,800   0   —  $90.84 8/26/2026                
8/25/2017  12,277   0   —  $119.66 8/25/2027                
8/24/2018  9,012   0   —  $163.23 8/24/2028                
 
8/1/2019
  
72,799
—
   
0
—
   34,707  $204.85 
 
8/1/2029
                

NameOption Awards Stock Awards
Option
Grant
Date
(1)		 Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable		  Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(2)		 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number
of Shares
or Units
of Stock
That
Have  Not
Vested
(#)(3)		  Market
Value of
Shares
or Units
of Stock
That Have
Not Vested
($)(4)		  Equity Incentive  Plan Awards:
 Number  of
Unearned
Shares,
Units or
Other  Rights
That Have
Not Vested
(#)(5)		  Market or
Payout  Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)(6)
William M. Brown11/1/2011 366,552
  0
 —
 $36.66
 11/1/2021 18,414
  $2,661,560
  93,800
  $13,557,852
 8/25/2012 181,600
  0
 —
 $46.53
 8/25/2022       73,656
  $10,646,238
 8/23/2013177,900
0
—
$56.97
8/23/2023       167,456
  $24,204,090
 8/23/2014138,000
0
—
$71.02
8/23/2024           
 8/28/2015 171,827
  218,463
 —
 $77.54
 8/28/2025           
 8/27/2016 101,274
  202,546
 —
 $90.84
 8/27/2026           
 8/25/2017 0
  118,429
 —
 $119.66
 8/25/2027           
   1,137,153
  539,438
                 
Rahul Ghai6/1/2015 23,100
  0
 —
 $79.70
 6/1/2025 2,920
  $422,057
  14,110
  $2,039,459
 8/28/2015 8,594
  4,296
 —
 $77.54
 8/28/2025       11,678
  $1,687,938
 8/26/2016 15,227
  30,453
 —
 $90.84
 8/26/2026       25,788
  $3,727,397
 8/25/2017 0
  18,776
 —
 $119.66
 8/25/2027           
   46,921
  53,525
                 
Sheldon J. Fox8/24/2012 45,800
  0
 —
 $46.53
 8/24/2022 2,583
  $373,347
  14,110
  $2,039,459
 8/23/2013 51,200
  0
 —
 $56.97
 8/23/2023       10,330
  $1,493,098
 8/22/201435,400
0
—
 $71.02
8/22/2024       24,440
  $3,532,557
 6/1/201557,720
0
—
 $79.70
6/1/2025           
 8/28/201528,234
14,116
—
 $77.54
8/28/2025           
 8/26/201615,227
30,453
—
 $90.84
8/26/2026           
 8/25/20170
16,609
—
 $119.66
8/25/2027           
  233,581
61,178
               
Dana A. Mehnert8/22/2014 30,800
  0
 —
 $71.02
 8/22/2024 2,583
  $373,347
  14,110
  $2,039,459
 8/28/2015 28,234
  14,116
 —
 $77.54
 8/28/2025       10,330
  $1,493,098
 8/26/201615,227
30,453
—
$90.84
8/26/2026       24,440
  $3,532,557
 8/25/20170
16,609
—
$119.66
8/25/2027           
  74,261
61,178
              
Scott T. Mikuen3/1/2013 700
  0
 —
 $47.71
 3/1/2023 2,471
  $357,158
  12,270
  $1,773,506
 8/23/2013 40,000
  0
 —
 $56.97
 8/23/2023       9,882
  $1,428,344
 8/22/2014 30,800
  0
 —
 $71.02
 8/22/2024       22,152
  $3,201,850
 6/1/2015 28,860
  0
 —
 $79.70
 6/1/2025           
 8/28/2015 24,547
  12,273
 —
 $77.54
 8/28/2025           
 8/26/2016 13,240
  26,480
 —
 $90.84
 8/26/2026           
 8/25/2017 0
  15,887
 —
 $119.66
 8/25/2027           
   138,147
  54,640
                 
67  L3HARRIS 2020 PROXY STATEMENT


(1)All options granted are nonqualified stock options. The exercise price for all stock option grantsoptions, other than stock options granted to Messrs. Kubasik and Gautier prior to August 1, 2019, is the closing market price of a share of our common stock on the grant date, except that the grants made to Mr. Brown by theHarris’ independent directors of our Board on August 25, 2012, August 23, 2014, and August 27, 2016 and August 25, 2018 were annual grants made on a Saturday using the closing market price on the prior business day in accordance with the terms of our equity incentive plan. The stock options granted to Messrs. Kubasik and Gautier prior to August 1, 2019 are stock options originally granted by L3 to purchase shares of L3 common stock at an exercise price equal to the closing market price of a share of L3’s common stock on the grant date, each of which was converted on June 29, 2019 upon completion of the Merger pursuant to the Merger Agreement into an option to purchase a number of shares of our common stock equal to the original number of shares of L3 common stock subject to the L3 stock option multiplied by 1.30 (the exchange ratio in the Merger), at an exercise price equal to the original exercise price of the L3 stock option divided by 1.30. The exercise price for all stock options may be paid in cash and/or shares of our common stock, or an option holder may use “broker assisted cashless exercise” procedures. If an option holder’s employment is terminatedAll then-outstanding unvested options immediately vested on June 29, 2019 as a result of death, then subjectthe Merger, which constituted a change in control pursuant to their terms and conditions. See the “Potential Payments Upon Termination or a minimum one-year vesting period, such option holder’s unvestedChange in Control” section of this proxy statement beginning on page 72 for the treatment of these options immediately fully vest and all options will be exercisable by such option holder’s beneficiaries for up to 12 months following the dateupon a termination of death butemployment or change in control.

70


not later than the regularly scheduled expiration date. If an option holder’s employment is terminated as a result of disability, then subject to a minimum one-year vesting period, such option holder’s unvested options immediately fully vest and all options will be exercisable until the regularly scheduled expiration date. If an option holder’s employment is terminated as a result of retirement after age 62 with 10 or more years of full-time service, then subject to a minimum one-year vesting period, such option holder’s options shall continue to vest in accordance with their vesting schedule and continue to be exercisable until the regularly scheduled expiration date. If an option holder’s employment is terminated as a result of retirement before age 62, but after age 55 with 10 or more years of full-time service, then such option holder’s options shall cease vesting and options exercisable at the time of such retirement continue to be exercisable until the regularly scheduled expiration date, but unvested options are forfeited. If an option holder’s employment is terminated by us other than for misconduct, then such option holder’s unvested options are forfeited and vested options may be exercised until the sooner of 90 days following such involuntary termination or the regularly scheduled expiration date. If an option holder’s employment is terminated by us for misconduct, then such option holder’s vested and unvested options are automatically forfeited. If an option holder voluntarily terminates or resigns employment (other than due to retirement or for good reason), then such option holder’s unvested options are automatically forfeited and vested options may be exercised until the sooner of 30 days following such voluntary termination or resignation or the regularly scheduled expiration date. Upon a change in control, outstanding unvested options immediately vest and become exercisable until the regularly scheduled expiration date.
Options granted on June 1, 2015 were performance stock options that vested on June 1, 2018 at the maximum of 200% of the target number of shares of common stock to be issued upon exercise based upon our achievement at or above 133% of target full-year run rate net synergies from the Exelis acquisition established as part of our acquisition business case as measured at the end of the three-year performance period.
(2)
The following table details the regular vesting schedule for all unvested stock options as of January 3, 2020 for each named executive officer. In general, options expire 10 years from the grant date. (As noted in note (1) above, all then-outstanding unvested options immediately vested on June 29, 2019 as a result of the Merger, which constituted a change in control pursuant to their terms and conditions.)

NameGrant DateOption Vesting Date
Number of
Shares
Underlying
Options
William M. Brown8/28/20151/20198/28/20186/29/202285,913
8/28/20158/28/2018132,550
8/27/20168/27/2018101,273
  8/27/2019129,501101,273
Christopher E. Kubasik8/25/20171/20198/25/20186/29/202239,477
  129,501
Jesus Malave, Jr.8/25/1/201939,4766/29/2022
  8/25/202034,70739,476
Rahul GhaiTodd W. Gautier8/28/20151/20198/28/20186/29/20224,296
8/26/20168/26/201815,227
  8/26/201934,70715,226
Edward J. Zoiss8/25/20171/20198/25/20186/29/20226,259
  8/25/20196,259
34,707 8/25/20206,258

Sheldon J. Fox8/28/20158/28/201814,116
8/26/20168/26/201815,227
8/26/201915,226
8/25/20178/25/20185,537
8/25/20195,536
8/25/20205,536
Dana A. Mehnert8/28/20158/28/201814,116
8/26/20168/26/201815,227
8/26/201915,226
8/25/20178/25/20185,537
8/25/20195,536
8/25/20205,536
Scott T. Mikuen8/28/20158/28/201812,273
8/26/20168/26/201813,240
8/26/201913,240
8/25/20178/25/20185,296
8/25/20195,296
8/25/20205,295
These are performance stock options shown at target, which were granted as part of the special, one-time integration-related awards in our fiscal transition period and for which the number of options that were possible to earn and vest at the time of grant were either 0% or 100% of the target number of performance stock options based on the performance vesting condition of L3Harris achievement by December 31, 2021 of a threshold level for full-year run rate gross synergies from the Merger. For additional information related to the performance measure and associated target, see the “Compensation Discussion and Analysis” section of this proxy statement. For these performance stock options, an executive officer must remain employed with us through June 29, 2022 for these options to be earned and to vest. See the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 72 for the treatment of these performance stock options in these situations and upon a termination of employment or change in control. These performance stock options expire no later than 10 years from grant date.
(3)
These are restricted stock unit awards and restricted stock awards, as follows: (a) in the case of Messrs. Brown and Zoiss, restricted stock units granted on August 25, 20171, 2019 as part of the annual compensation cycle awards in our fiscal transition period that willare scheduled to vest on August 25, 20201, 2022 if the holder is employed by us on such date; (b) in the case of Mr. Malave, restricted stock units granted on August 1, 2019 in connection with his hiring as our Senior Vice President and Chief Financial Officer to offset foregone equity compensation from his prior employer, of which one-third (1,546) are scheduled to vest on August 1, 2020 if Mr. Malave is employed by us on such date, one-third (1,546) are scheduled to vest on August 1, 2021 if Mr. Malave is employed by us on such date, and the remaining one-third (1,546) are scheduled to vest on August 1, 2022 if Mr. Malave is employed by us on such date; (c) in the case of Mr. Kubasik, 11,830 restricted stock units converted from L3 performance stock units based on the greater of the target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the Board of Directors of L3 after consultation with Harris that are scheduled to vest on December 31, 2020 (the last day of the original performance period applicable to the L3 performance stock units) if Mr. Kubasik is employed by us on such date and 31,792 shares of restricted stock converted from L3 shares of restricted stock that are scheduled to vest on December 14, 2021 if Mr. Kubasik is employed by us on such date; and (d) in the case of Mr. Gautier, 8,181 restricted stock units converted from L3 restricted stock units that are scheduled to vest on February 11, 2022 if Mr. Gautier is employed by us on such date and 1,602 restricted stock units converted from L3 performance stock units based on the greater of the target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the Board of Directors of L3 after consultation with Harris) that are scheduled to vest on December 31, 2020 (the last day of the original performance period applicable to the L3 performance stock units) if Mr. Gautier is employed by us on such date. DuringIn the restriction periodcase of Messrs. Kubasik and Gautier, the conversions of their restricted stock units from L3 performance stock units or restricted stock units and of their shares of restricted stock from L3 shares of restricted stock occurred as of June 29, 2019 upon completion of the Merger pursuant to the Merger Agreement based on the 1.30:1 exchange ratio in the Merger.

For these restricted stock unit awards, cash dividend equivalents are not payable during the holder may not vote, sell, exchange, assign, transfer, pledge or otherwise dispose of therestriction period on restricted stock units. Eachunits, and instead, each restricted stock unit paid out will receivereceives accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the restriction period, with payment of such dividend equivalents  to be made in cash at the time of the actual payout of restricted stock units after completion of the restriction period. In the eventFor these shares of involuntary termination other than for misconduct or retirement after age 55 with 10 or more years of full-time service prior to full vesting, subject to a minimum one-year holding period, restricted stock, units will be pro-rated baseddividend equivalents are paid in an amount equal to the dividends paid on our common stock.  See the period worked during“Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on page 72 for the restriction period and paid out promptly (but subject to any delay required by U.S. Federal tax law). In the eventtreatment of death or disability prior to full vesting, subject to a minimum one-year holding period,these restricted stock units immediately fully vest. Uponunit awards and restricted stock awards upon a termination of employment or change in control, restricted stock units immediately vest and will be paid as soon as reasonably practicable, but not later than 60 days following the change in control, or in certain events, promptly following the expiration of the initial restriction period.control.


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(4)The market value shown was determined by multiplying the number of restricted stock units or shares of restricted stock that havehad not vested by the $144.54$210.47 closing market price per share of our common stock on June 29, 2018,January 3, 2020, the last trading day of our fiscal 2018.transition period.

(5)These are grants under performance share unitunits granted as part of the special, one-time integration-related awards in: (a)in our fiscal 2017 for the three-year performance period of fiscal 2017-2019 and (b) fiscal 2018 for the three-year performance period of fiscal 2018-2020. For all of our named executive officers, thetransition period. The numbers of performance share units and related values as of June 29, 2018January 3, 2020 represent the maximum possible payouts of the performance share units (200%(400% of target), rather than payouts of the performance share units 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. Actual performance maywill cause our named executive officersthe number of shares that are earned to earnrange from 0% to 200%a maximum of 400% of the target award for suchnumber of performance share units. Eachunits based on an award payout formula of 0% to 200% for L3Harris achievement, as of December 31, 2021, relative to a target level of $500 million for full-year run rate gross synergies from the Merger (with a minimum threshold set at 80% of target performance), with a 50% to 200% modifier (i.e., downward or upward) for L3Harris achievement, as of December 31, 2021, relative to a target for cumulative earnings per share. Cash dividend equivalents are not payable during the performance period on performance share units, and instead, each performance share unit earned and paid out will receivereceives accrued dividend equivalents in an amount per share equal to the cash dividends or other distributions, if any, paid with respect to an issued and outstanding share of our common stock during the performance period, with payment of such dividend equivalents to be made in cash at the time of the actual payout of performance share units ultimately earned as determined after completion of the performance period. In the event of death or disability, in each case, prior to full vesting, subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period,For these performance share units, are paid pro-rata basedan executive officer must remain employed with us through June 29, 2022 to earn an award. See the “Potential Payments Upon Termination or a Change in Control” section of this proxy statement beginning on target andpage 72 for the period worked during the performance period, and paid out promptly. Upon a change in control,treatment of these performance share units are deemed fully earned and fully vested immediately and will be paid at the endupon a termination of the performance period at not less than the target level, subject to accelerated payoutemployment or forfeiturechange in certain circumstances. control.


L3HARRIS 2020 PROXY STATEMENT  68


For more information regarding performance share units, see the Grants of Plan-Based Awards in Fiscal 2018Transition Period Table on page 6865 and related notes and the “Compensation Discussion and Analysis” section of this proxy statement. This Outstanding Equity Awards at 2018 Fiscal Year End Table does not include the performance share units granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, because these performance share units became fully vested at the end of the performance period on June 29, 2018 and consequently are included in the Option Exercises and Stock Vested in Fiscal 2018 Table below under the “Stock Awards” column.
(6)The market value shown was determined by multiplying the number of unearned and unvested performance share units (at maximum) by the $144.54$210.47 closing market price per share of our common stock on June 29, 2018,January 3, 2020, the last trading day of our fiscal 2018.transition period.

OPTION EXERCISES AND STOCK VESTED IN FISCAL 2018TRANSITION PERIOD TABLE
The following table provides information for each of our named executive officers regarding (1) stock option exercises during our fiscal 2018,transition period, including the number of shares acquired and value realized on exercise, and (2) vesting of stock awards during or in respect of our fiscal 2018,transition period, including the number of shares acquired and value realized on vesting.

 Option Awards  Stock Awards 
 
Name
 
Number of Shares
Acquired on Exercise (#)(1)
  
Value Realized
on Exercise ($)(1)
  
Number of Shares
Acquired on Vesting (#)(2)
  
Value Realized
on Vesting ($)(2)
 
William M. Brown  366,552  $64,032,589   
145,552(3)

 $27,528,250 
Christopher E. Kubasik  —   —   
59,177(4)

 $11,210,098 
Jesus Malave, Jr.  —   —   —   — 
Todd W. Gautier  12,727  $2,548,841   
9,936(5)

 $1,884,134 
Edward J. Zoiss  —   —   
16,094(6)

 $3,043,858 
  Option AwardsStock Awards
NameNumber of Shares Acquired on Exercise
(#)(1)		Value Realized on
Exercise
($)(1)		Number of Shares
Acquired on Vesting
(#)(2)		Value Realized on Vesting
($)(2)
William M. Brown—
$—
90,423 (3)$13,069,740
Rahul Ghai—
$—
9,630 (4)$1,438,167
Sheldon J. Fox50,300
$3,951,220
12,279 (5)$1,807,097
Dana Mehnert51,200
$4,926,464
7,400 (6)$1,069,596
Scott T. Mikuen33,600
$3,137,917
8,877 (7)$1,299,235
(1)Value realized on exercise of stock options was determined by multiplying the number of options exercised by the difference between the weighted-average selling 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.
(2)ConsistsUnless otherwise specified in the notes below, consists of shares earned and acquired on vesting upon completion of the Merger on June 29, 2019 (the beginning of our fiscal transition period) of performance share unit awards (including L3 performance share unit awards) and shares acquired on vesting upon completion of the Merger on June 29, 2019 of restricted stock unit awards as described further in the notes below,(including L3 restricted stock unit awards), with value realized on vesting of those performance share unit awards determined by multiplying the number of shares earned and vested by the $144.54 closing market price of our common stock on June 29, 2018, the last trading day of our fiscal 2018, and with value realized on vesting of restricted stock unit awards determined by multiplying the number of shares acquired on vesting by the $189.13 closing market price of our common stock on June 28, 2019, the datelast trading day prior to the day of vesting, as described further in the notes below. Upon the vesting and release of performance share unit and restricted stock unit awards, shares are surrendered to satisfy income tax withholding requirements. Amounts shown for number of shares acquired and value realized on vesting, however, have not been reduced to reflect shares surrendered to cover such tax withholding obligations. TheWith respect to performance share unit awards granted by Harris prior to the Merger, as noted elsewhere, the Merger closing on June 29, 2019 triggered accelerated vesting and payouts of performance share unit awards for the fiscal 2018-2020 and fiscal 2019-2021 performance period award cycles. In anticipation of the closing, payouts in respect of those awards were therefore determined and approved on June 28, 2019, and the number of shares earned and acquired on vesting in fiscal 2018 in respect of performance share unitthose awards granted infor the: (a) fiscal 2016 for the three-year2018-2020 performance period of fiscal 2016-2018,award cycle, as a percentage of the target number of units under suchthose awards as granted in fiscal 2016,2018, was 102.0%, except in the case171.2%; and (b) fiscal 2019-2021 performance period award cycle, as a percentage of the performance sharetarget number of units that wereunder those awards as granted as part of Mr. Brown’s special one-time share-based retention and Exelis integration award and that vested based on achievement of full-year run rate net synergies from the Exelis acquisition as measured against target full-year run rate net synergies established as part of our acquisition business case, for which the percentagein fiscal 2019, was 200%169.6%. For additional information with respect to payouts in respect of performance share unit awards granted in fiscal 2016 for the three-yearfiscal 2018-2020 and fiscal 2019-2021 performance period of fiscal 2016-2018,award cycles, see the “Compensation Discussion and Analysis” section of this proxy statement.statement and the “Compensation Discussion and Analysis—Executive Compensation Decisions For Fiscal 2019—Long-Term Incentives” discussion in our proxy statement for our 2019 Annual Meeting of Shareholders filed with the SEC on September 10, 2019. With respect to performance share unit awards granted by L3 prior to the Merger, (x) the number of shares earned and acquired on vesting in respect of those awards and (y) the number of shares acquired on vesting of restricted stock units that were converted from those awards in connection with the Merger, in each case, was based on the greater of the target and actual level of performance through the effective time of the Merger (as reasonably determined by the compensation committee of the Board of Directors of L3 after consultation with Harris).
(3)Consists of (a) 45,02363,050 shares earned and vested in fiscal 2018 in respect of a “regular” performance share unit award granted in fiscal 20162018 for the three-year performance period of fiscal 2016-2018; and2018-2020; (b) 45,40049,496 shares earned and vested in fiscal 2018 in respect of a performance share units that wereunit award granted in fiscal 20162019 for the three-year performance period of fiscal 2016-2018 as part2019-2021; (c) 18,414 shares acquired on vesting of Mr. Brown’s special one-time share-based retentionrestricted stock units granted on August 25, 2017; and Exelis integration award and that vested based(d) 14,592 shares acquired on achievementvesting of full-year run rate net synergies from the Exelis acquisition as measured against target full-year run rate net synergies established as part of our acquisition business case,restricted stock units granted on August 25, 2018, in each case, as described further in note (2) above.

(4)Consists of (a) 2,25422,098 shares earned and vested in fiscal 2018 in respect of aL3 performance share unit awardawards granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018,February 2017 and February 2018, as described further described in note (2) above; (b) 4,86635,025 shares acquired on ratablevesting of L3 restricted stock units granted prior to October 12, 2018, as described further in note (2) above; and (c) 2,054 shares acquired on vesting on May 6, 2018December 31, 2019 of a restricted stock awardunits that were converted from L3 performance stock units in connection with the Merger, with vesting on the last day of 14,600 shares granted on May 6, 2015,the original performance period applicable to such L3 performance stock units, as described further in note (2) above, with value realized on vesting of $729,121 (4,866$406,425 (2,054 shares multiplied by determined using the $149.84$197.87 closing market price of our common stock on Friday, May 4,December 31, 2019). (These share amounts reflect the 1.30:1 exchange ratio in the Merger.)

(5)Consists of (a) 4,425 shares earned and vested in respect of L3 performance share unit awards granted in February 2017 and February 2018, the last trading day preceding the dateas described further in note (2) above; (b) 4,946 shares acquired on vesting of vesting, which was not a trading day);L3 restricted stock units granted prior to October 12, 2018, as described further in note (2) above; and (c) 2,510565 shares acquired on vesting on June 1, 2018December 31, 2019 of a restricted stock award grantedunits that were converted from L3 performance stock units in connection with the Merger, with vesting on June 1, 2015,the last day of the original performance period applicable to such L3 performance stock units, as described further in note (2) above, with value realized on vesting of  $383,252 (2,510$111,797 (565 shares multiplied by the $152.69$197.87 closing market price of our common stock on June December 31, 2019). (These share amounts reflect the 1.30:1 2018).exchange ratio in the Merger.)
(6)
(5)
Consists of (a) 7,4006,536 shares earned and vested in fiscal 2018 in respect of a performance share unit award granted in fiscal 20162018 for the three-year performance period of fiscal 2016-2018, as described further in note (2) above;2018-2020; (b) 8695,907 shares surrendered on December 15, 2017 to satisfy income tax withholding requirements pursuant to retirement eligibility criteria in respect of a restricted stock award of 6,275 shares granted on June 1, 2015, with

72


value realized on vesting of $125,214 (869 shares multiplied by the $144.09 closing market price of our common stock on December 15, 2017); and (c) 4,010 shares acquired on vesting on June 1, 2018 of the remainder of the restricted stock award granted on June 1, 2015, with value realized on vesting of $612,287 (4,010 shares multiplied by the $152.69 closing market price of our common stock on June 1, 2018).
(6)Shares earned and vested in fiscal 2018 in respect of a performance share unit award granted in fiscal 20162019 for the three-year performance period of fiscal 2016-2018,2019-2021; (c) 1,909 shares acquired on vesting of restricted stock units granted on August 25, 2017; and (d) 1,742 shares acquired on vesting of restricted stock units granted on August 24, 2018, in each case, as described further in note (2) above.
69  L3HARRIS 2020 PROXY STATEMENT
(7)Consists of (a) 6,436 shares earned and vested in fiscal 2018 in respect of a performance share unit award granted in fiscal 2016 for the three-year performance period of fiscal 2016-2018, as described further in note (2) above; (b) 435 shares surrendered on December 15, 2017 to satisfy income tax withholding requirements pursuant to retirement eligibility criteria in respect of a restricted stock award of 3,140 shares granted on June 1, 2015, with value realized on vesting of $62,679 (435 shares multiplied by the $144.09 closing market price of our common stock on December 15, 2017); and (c) 2,006 shares acquired on vesting on June 1, 2018 of the remainder of the restricted stock award granted on June 1, 2015, with value realized on vesting of $306,296 (2,006 shares multiplied by the $152.69 closing market price of our common stock on June 1, 2018).
NONQUALIFIED DEFERRED COMPENSATION
Retirement Savings Plan
Our Retirement PlanRSP is a tax-qualified, 401(k) defined contribution retirement plan available to manymost of our U.S.-based employees.employees, including our named executive officers. Under our Retirement Plan,RSP, subject to applicable limits under the Internal Revenue Code, participants generally may contribute from 1%up to 70% of eligible compensation, the most significant components of which are base salary and annual incentive payments, with contributions by named executive officers and certain other highly compensated employees limited to 12% of eligible compensation.payments. In general, following one year of service, we match up to the first 6% of eligible compensation that is contributed by a participant. In addition, at our discretion, we may make a profit sharing contribution to our Retirement Plan, but in recent years we have not done so. Instead, participants were eligible to receive incentive payments under our Performance Reward Plan (if any), which were in cash unless participants elected to defer either half or all of such payments to our Retirement Plan, subject to Internal Revenue Code limitations. The Internal Revenue Code limits certain contributions to a participant’s Retirement PlanRSP account and also limits the amount of compensation that may be considered when determining benefits under our Retirement Plan.RSP.
Participants in our Retirement PlanRSP are immediately vested in contributions they make and are fully vested in the remainder of their account (including contributions we make) upon termination of employment 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 when they have provided fourafter three years of service toemployment with us (contributions we make generally are subject to four-yearthree-year graduated vesting).

During our fiscal transition period, we also maintained the L3 401(k) Plan, an analogous legacy L3 tax-qualified, 401(k) defined contribution retirement plan available to most U.S.-based employees who were employees of L3 at the time of the Merger. The assets of the L3 401(k) Plan were combined into the trust for our RSP effective December 31, 2019, and the participants in the plan became eligible to participate in our RSP effective January 1, 2020.


Supplemental Executive Retirement PlanPlans
To the extent contributions by participants to our Retirement PlanRSP are limited by the Internal Revenue Code, certain of our salaried employees, including our named executive officers, are eligible to participate in our SERP, provided the employee timely elects to participate.ERSP. The SERPERSP 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 Retirement PlanRSP 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 SERP,ERSP, including equity awards.
During our fiscal transition period, we also maintained the SSP-II, an analogous legacy L3 unfunded, non-qualified defined contribution plan available to certain salaried employees who were employees of L3 at the time of the Merger. The participants in the SSP-II became eligible to participate in our ERSP effective January 1, 2020, at which time no further contributions were permitted in the SSP-II.
The value of our contributions credited to our named executive officers’ accounts under our RSP and ERSP (or under the L3 401(k) Plan or the SSP-II) is shown in the Fiscal Transition Period Summary Compensation Table on page 62 under the “All Other Compensation” column and related notes.
In addition, Mr. Gautier was a participant under the L3 Supplemental Executive Retirement Plan, a non-qualified, unfunded, defined benefit pension plan, which we maintained following the Merger and from which he received during our fiscal transition period an accelerated payout triggered by the change in control under the plan as a result of the Merger. Effective January 1, 2020, Mr. Gautier (and other plan participants) became ineligible to receive continued service credits under the plan and became eligible to participate only in our RSP and ERSP.
Deferred compensation under our SERPERSP or the SSP-II generally will be paid or commence being paid to a participant in January of the calendar year following the later of the year in which such participant reaches age 55 andor the year in which such participant’s employment terminates.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 Harristhe 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 SERPERSP are generally the same as the vesting provisions of our Retirement Plan.RSP. Participants in our SERPERSP 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


L3HARRIS 2020 PROXY STATEMENT  70
 
vested in the remainder of their account when they have provided fourafter three years of serviceemployment with us (contributions we make generally are subject to us.three-year graduated vesting).
Earnings on amounts credited to a participant’s account in our SERPERSP or the SSP-II are based on participant selections among investment choices, which substantially mirror the investment choices available to participants inunder our Retirement Plan.RSP. Participants may elect that a portion of their account be deemed invested in the HarrisCompany stock fund. Amounts deemed invested in the Harris 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 HarrisCompany stock fund. No above-market or preferential earnings are paid or guaranteed on investment choices.

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Amounts credited to a participant’s account in our SERPERSP or the SSP-II 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 Harris.the Company. The assets in such trust are subject to the claims of our creditors, and participants are treated as our unsecured general creditors. Amounts credited to our named executive officers’ accounts in our ERSP or the SSP-II as of the end of fiscal 2019 were paid out to such named executive officers following the Merger, which constituted a change in control pursuant to the terms and conditions of our ERSP and the SSP-II (with the rabbi trust funding requirement waived by participants).

Fiscal 2018Transition Period Nonqualified Deferred Compensation Table
The following table summarizes the amounts credited, earnings or losses and account balances for our named executive officers under our SERP.ERSP or the SSP-II. For additional information related to our SERP,ERSP or the SSP-II, see the “Nonqualified Deferred Compensation” section of this proxy statement beginning on page 73.59.
 Name 
Executive
Contributions
in Last
Fiscal Year
($)(1)
  
Registrant
Contributions
in Last
Fiscal Year
($)(2)
  
Aggregate
Earnings
in Last
Fiscal Year
($)(3)
  
Aggregate
Withdrawals/
Distributions
($)(4)
  
Aggregate
Balance
at Last
Fiscal Year End
($)(4)
 
William M. Brown $163,115  $267,485  $(145,226)
 $4,398,938  $607,025 
Christopher E. Kubasik $29,786  $87,731  $(7,433)
 $632,693  $29,568 
Jesus Malave, Jr. $0  $0  $0  $0  $0 
Todd W. Gautier $15,505  $46,353  $(7,818)
 $191,005  $15,532 
Edward J. Zoiss $227,154  $50,885  $16,992  $723,660  $477,346 
 
NameExecutive
Contributions
in Last
Fiscal Year
($)(1)		Registrant
Contributions
in Last
Fiscal Year
($)(2)		Aggregate
Earnings
in Last
Fiscal Year
($)(3)		Aggregate
Withdrawals/
Distributions
($)		Aggregate
Balance
at Last
Fiscal Year End
($)(4)
William M. Brown$387,885
$193,692
$483,291
$0
$3,639,758
Rahul Ghai$56,423
$42,231
$28,388
$0
$192,937
Sheldon J. Fox$91,415
$45,423
$303,074
$0
$1,950,304
Dana A. Mehnert$91,415
$45,423
$267,837
$0
$3,069,156
Scott T. Mikuen$92,292
$45,781
$427,708
$0
$2,883,816
(1)Represents contributions to our SERPERSP or the SSP-II of salary, annual cash incentives or other eligible compensation that have been deferred and credited during our fiscal 2018.transition period. The portion representing deferral of base salary is included in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 in the “Salary” column for our fiscal 2018.transition period. The portion representing deferral of annual cash incentives relates to deferred Annual Incentive Plan payments in our fiscal 2018transition period in respect of fiscal 20172019 performance, the amount of which is included in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 in the “Non-Equity Incentive Plan Compensation” column for fiscal 2017.2019. Any contributions by our named executive officers to our SERPERSP of deferred Annual Incentive Plan payments in respect of our fiscal 2018transition period performance will be contributions in fiscal 2019.2020.
(2)Represents contributions by us to our SERPERSP or the SSP-II credited during our fiscal 2018,transition period, which are included in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 in the “All Other Compensation” column.
(3)None of the earnings in this column are included in the Fiscal 2018Transition Period Summary Compensation Table on page 6562 because no preferential or above-market amounts are paid on balances in our SERP.ERSP or the SSP-II.
(4)
Includes amounts reported as compensation in the Fiscal 2018Transition Period Summary Compensation Table for fiscal 20172019, 2018 and 20162017 as follows: Mr. Brown — $1,111,543; Mr. Ghai — $56,701; Mr. Fox — $282,101; Mr. Mehnert — $155,216; and Mr. Mikuen — $268,121.$1,881,354.

71  L3HARRIS 2020 PROXY STATEMENT


POTENTIAL PAYMENTS UPON TERMINATION OR A 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, including: (1) termination by us for cause; (2) a voluntary termination (resignation) by such named executive officer; (3) termination by such named executive officer for good reason (constructive involuntary termination); (4) involuntary termination by us without cause; (5) death; (6) disability; (7) retirement or (8) termination by us without cause or by such named executive officer for good reason following a future change in control of Harris,the Company, as well as in the event of a future change in control of Harristhe Company without termination of employment of such named executive officer.
Potential Termination Payments Under Brown Employment Agreement — William M. BrownAgreements
In October 2011, our Board approved, and Harris and Mr. Brown entered into, an employment agreementthe Brown Original Agreement providing for Mr. Brown’s employment as our Chief Executive Officer and President. In connection with entering into the Merger Agreement, we and Mr. Brown, on October 12, 2018, entered into the Brown Letter Agreement addressing Mr. Brown’s employment agreement providesfollowing completion of the Merger. The Brown Original Agreement provided for an initial employment term that commenced on November 1, 2011 and ended on October 31, 2016. As2016, and as of November 1, 2016, the employment term automatically extendsextended for successive one-year periods unless we or Mr. Brown provide prior written notice that the employment term willwould not be so extended. We haveUnder the Brown Original Agreement, we agreed to provide Mr. Brown with certain benefits in the event of termination of Mr. Brown’s employment by us without “cause” or by Mr. Brown for a “constructive termination” (as such terms are defined in the agreement).

Under Mr. Brown’s employment agreement,the Brown Original Agreement, “cause” generally means:

>A substantial and continual failure or refusal by him to perform his material duties under his employment agreement (other than any failure resulting from illness or disability);

>A willful breach by him of any material provision of his employment agreement;
Any reckless or willful misconduct (including action or failures to act) by him that causes material harm to our business or reputation;
Any unexcused, repeated or prolonged absence from work by him (other than as a result of, or in connection with, sickness, injury or disability) during a period of 90 consecutive days;
A conviction of him for the commission of a felony (including entry of a nolo contendere plea) or an indictment of him for the commission of a felony under the U.S. Federal securities laws;
>Any reckless or willful misconduct (including action or failures to act) by him that causes material harm to our business or reputation;
Embezzlement or willful misappropriation by him of our property;
A willful and substantial violation by him of a material Harris policy that is generally applicable to all employees or all of our officers (including our Code of Conduct); or
A failure by him to cooperate in an internal investigation after being instructed by our Board to cooperate.
>Any unexcused, repeated or prolonged absence from work by him (other than as a result of, or in connection with, sickness, injury or disability) during a period of 90 consecutive days;
>A conviction of him for the commission of a felony (including entry of a nolo contendere plea) or an indictment of him for the commission of a felony under the U.S. Federal securities laws;
>Embezzlement or willful misappropriation by him of our property;
>A willful and substantial violation by him of a material Company policy that is generally applicable to all employees or all of our officers (including our Code of Conduct); or
>A failure by him to cooperate in an internal investigation after being instructed by our Board to cooperate.
“Constructive termination” generally means, without Mr. Brown’s consent:
A reduction in his annual base salary or current annual cash incentive target award, other than a reduction also applicable in a substantially similar manner and proportion to our other senior executive officers;
Our removal of him from his position as Chief Executive Officer or President;
Our assignment to him of duties or responsibilities that are materially inconsistent with his positions with us;
Any requirement by us that he relocate his principal place of employment to a location other than our principal headquarters;
Our failure to nominate him for reelection to our Board upon expiration of his term at any annual meeting of our shareholders during the term of his employment;
Our failure to obtain an assumption of his employment agreement by a successor of Harris;
Our delivery of a notice not to renew his employment term pursuant to his employment agreement; or
Our termination of the indemnification agreement we have entered into with him without entering into a replacement or successor agreement, or making other appropriate indemnification arrangements in favor of him, on terms reasonably acceptable to him and no less favorable to him than to our other senior executives.

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>A reduction in his annual base salary or current annual cash incentive target award, other than a reduction also applicable in a substantially similar manner and proportion to our other senior executive officers;
>Our removal of him from his position as Chief Executive Officer or President (The Brown Letter Agreement providing for Mr. Brown’s role as Chairman and CEO following the Merger constituted Mr. Brown’s consent to removal of him as President.);

If
>Our assignment to him of duties or responsibilities that are materially inconsistent with his positions with us;
>Any requirement by us that he relocate his principal place of employment to a location other than our principal headquarters;
>Our failure to nominate him for reelection to our Board upon expiration of his term at any annual meeting of our shareholders during the term of his employment;
>Our failure to obtain an assumption of his employment agreement by a successor of the Company;
>Our delivery of a notice not to renew his employment term pursuant to his employment agreement; or
>Our termination of the indemnification agreement we have entered into with him without entering into a replacement or successor agreement, or making other appropriate indemnification arrangements in favor of him, on terms reasonably acceptable to him and no less favorable to him than to our other senior executives.


Under the Brown Original Agreement, if Mr. Brown’s employment is terminated by us without cause (other than by reason of death or disability) or by Mr. Brown as a result of a constructive termination, then Mr. Brown will be entitled to receive from us compensation that has accrued but not yet been paid and, subject to his execution and delivery of a release of claims against us:


L3HARRIS 2020 PROXY STATEMENT  72

>Pro-rated annual cash incentive compensation for the fiscal year of termination based on the achievement of performance objectives;
>Severance payments, paid in substantially equal monthly installments over a 24-month period, in an aggregate amount equal to two times the sum of his then-current base salary and target annual cash incentive compensation for the year of termination;
>COBRA continuation medical benefits for a period of 18 months following the termination date;
>Each unvested time-based vesting stock option will continue to vest in accordance with its ordinary vesting schedule for the two-year period following the date of termination, at which time any remaining unvested portion of the stock options will be forfeited, and to the extent vested, will remain outstanding for the 27-month period following the termination date, but in no event beyond the normal expiration period;
>Each performance share unit will remain outstanding and eligible to vest for the remainder of the applicable performance period if the termination date is prior to the end of the applicable performance period, with vesting subject to attainment of the applicable performance goals and to pro-ration based on the portion of the applicable performance period which has elapsed as of the termination date (with the remainder of the award forfeited); and
>Each other equity award will be treated in the manner set forth in the applicable plan and award agreement.
Under the fiscal year of termination based on the achievement of performance objectives;
Severance payments, paid in substantially equal monthly installments over a 24-month period, in an aggregate amount equal to two times the sum of his then-current base salary and target annual cash incentive compensation for the year of termination;
COBRA continuation medical benefits for a period of 18 months following the termination date;
The stock options forming part of his “transition-related” equity awards will remain outstanding for the one-year period following termination, but in no event beyond the normal expiration period;
Each other time-based vesting stock option will continue to vest in accordance with its ordinary vesting schedule for the two-year period following the date of termination, at which time any remaining unvested portion of the stock options will be forfeited, and to the extent vested, will remain outstanding for the 27-month period following the termination date, but in no event beyond the normal expiration period;
Each performance share unit will remain outstanding and eligible to vest for the remainder of the applicable performance periodBrown Original Agreement, if the termination date is prior to the end of the applicable performance period, with vesting subject to attainment of the applicable performance goals and to pro-ration based on the portion of the applicable performance period which has elapsed as of the termination date (with the remainder of the award forfeited); and
Each other equity award will be treated in the manner set forth in the applicable plan and award agreement.
If Mr. Brown’s employment is terminated by us for cause or due to Mr. Brown’s death or disability, or upon Mr. Brown’s retirement or resignation, then Mr. Brown (or his estate or legal representative, as appropriate) will be entitled to receive from us:
>Accrued but unpaid base salary and unpaid vacation time through the date of termination;

>Earned but unpaid annual cash incentive compensation under our Annual Incentive Plan (or any successor plan) for the prior fiscal year;

>Reimbursement of reasonable business expenses incurred prior to the date of termination; and

>Other or additional compensation benefits, if any, in accordance with the terms of our applicable plans or employee benefit programs for terminated employees.
Under the date of termination;
Earned but unpaid annual cash incentive compensation under our Annual Incentive Plan (or any successor plan) for the prior fiscal year;
Reimbursement of reasonable business expenses incurred prior to the date of termination; and
Other or additional compensation benefits,Brown Original Agreement, if any, in accordance with the terms of our applicable plans or employee benefit programs for terminated employees.
If Mr. Brown’s employment is terminated due to death or disability, then Mr. Brown (or his estate or legal representative, as appropriate) also will be entitled to receive from us the vesting of any equity-based awards then held by him, if and to the extent provided in the applicable plan and award agreements. We may, at our option, terminate Mr. Brown’s employment in the event of his disability.
Mr. Brown’s employment agreement
The Brown Original Agreement also provides that he may not for a two-year period following termination of his employment for any reason, without our prior written consent, directly or indirectly:
Hold a 5% or greater equity, voting or profit participation interest in, or associate with, an enterprise that competes with us; or
Solicit any customer or any employee to leave us.
>Hold a 5% or greater equity, voting or profit participation interest in, or associate with, an enterprise that competes with us; or

Mr. Brown’s employment agreement
>Solicit any customer or any employee to leave us.
The Brown Original Agreement also contains a non-disparagement clause applicable during the term of his employment and for a period of two years thereafter.
If there is a change in control of Harristhe Company (including the Merger) and Mr. Brown’s employment terminates under circumstances provided under his change in control severance agreement discussed below under “Executive Change in Control Severance Agreements,” then Mr. Brown will be entitled to the compensation and benefits provided under his change in control severance agreement, as modified by the Brown Letter Agreement, in lieu of any compensation or benefits receivable under histhe Brown Original Agreement.
The Brown Letter Agreement addressing Mr. Brown’s employment agreement.following completion of the Merger provides that:
>Mr. Brown will serve as Chairman and Chief Executive Officer of L3Harris through the two-year Initial Period following the Merger. For the one-year Subsequent Period, he will serve as Chairman of L3Harris. On the third anniversary of the closing of the Merger, he will retire as an officer and employee of L3Harris and will resign as a member of L3Harris’ Board of Directors.
>During the Initial Period, Mr. Brown’s annual base salary is $1,450,000, his target annual cash bonus award is $2,500,000, the target value of his annual long-term incentive awards is $10,250,000 and in no case will any such compensation element be less than that paid or granted to Mr. Kubasik. (Our Board maintains discretion to increase these amounts.)
>
After the closing of the Merger, L3Harris would grant Mr. Brown a one-time integration award composed of performance stock units with a target value of $2,500,000 (subject to certain performance-based multipliers) and performance-based non-qualified stock options with a grant date value of $5,000,000 and a ten-year term. Both components of the integration award will be subject to three-year cliff vesting and will vest (if at all) subject to continued employment and achievement of performance conditions established by the L3Harris Compensation Committee. (This award was granted in August 2019.)

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>If during the Subsequent Period there is a qualifying termination of Mr. Brown (as defined in his Executive Change in Control Severance Agreement entered into with Harris), Mr. Brown would be eligible for the compensation, benefits and other rights provided under that Executive Change in Control Severance Agreement, with such amounts determined using a “3X” multiple. In addition, his outstanding stock options (other than those granted as part of the integration award) and restricted stock units would become fully vested, exercisable and payable (as applicable), and options would remain exercisable for their full remaining term. Outstanding performance stock units (other than those granted as part of the integration award) would remain outstanding and eligible to vest based on the attainment of performance goals. Mr. Brown would also receive benefit continuation payments in lieu of providing in-kind medical and prescription drug coverage until he reaches the age of 65 (or, if earlier, the date he becomes eligible to receive comparable benefits from another employer). Additionally, if such qualifying termination occurs in the Initial Period, the integration award would remain outstanding and eligible to vest as to a portion of the award based on the date of termination and attainment of applicable performance goals. If such qualifying termination occurs during the Subsequent Period, the integration award would remain outstanding and eligible to vest based on the greater of target performance and the actual attainment of applicable performance goals. The integration award options that vest would remain exercisable for their full term.

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>Upon his retirement at the end of the Subsequent Period, Mr. Brown will not receive any cash severance, but his equity awards (other than those comprising the integration award) will be treated as described above regarding a qualifying termination, and his integration award will pay or vest, as applicable, based on actual performance. In addition, Mr. Brown will receive the benefit continuation payments described above regarding a qualifying termination, and for 12 months following his retirement, have access to office space and administrative support provided by L3Harris.
>
Except as expressly modified by the Brown Letter Agreement, the terms of Mr. Brown’s pre-Merger Executive Change in Control Severance Agreement with Harris and his 2011 employment agreement with Harris remain in full force and effect, including the restrictive covenants and confidentiality provisions of those agreements.
Potential Payments Under Kubasik Letter Agreement
In connection with entering into the Merger Agreement, L3 and Mr. Kubasik, L3’s then-serving Chairman, Chief Executive Officer and President, entered into the Kubasik Letter Agreement, which addresses Mr. Kubasik’s employment following completion of the Merger. Pursuant to approval from our Board, we assumed the Kubasik Letter Agreement following completion of the Merger and Mr. Kubasik’s appointment as our Vice Chairman, President and Chief Operating Officer. The Kubasik Letter Agreement provides that:

>Mr. Kubasik will serve as Vice Chairman, President and Chief Operating Officer of L3Harris through the Initial Period. Upon the commencement of the Subsequent Period (or, if earlier, the date that Mr. Brown ceases to serve as the Chief Executive Officer of L3Harris), Mr. Kubasik will become the Chief Executive Officer of L3Harris. On the third anniversary of the closing of the Merger, Mr. Kubasik will also become Chairman of L3Harris.
>During the Initial Period, Mr. Kubasik’s annual base salary is $1,450,000, his target annual cash bonus award is $2,500,000, the target value of his annual long-term incentive awards is $10,250,000 and in no case will any such compensation element be less than that paid or granted to Mr. Brown. (Our Board maintains discretion to increase these amounts.)
>After the closing of the Merger, L3Harris would grant Mr. Kubasik a one-time integration award composed of performance stock units with a target value of $2,500,000 (subject to certain performance-based multipliers) and performance-based non-qualified stock options with a grant date value of $5,000,000 and a ten-year term. Both components of the integration award will be subject to three-year cliff vesting and will vest (if at all) subject to continued employment and achievement of performance conditions established by the L3Harris Compensation Committee. (This award was granted in August 2019.)
>In the event that L3Harris terminates him without “cause” or he terminates his employment for “good reason,” Mr. Kubasik’s outstanding stock options (other than those granted as part of the integration award) and restricted stock units would become fully vested, exercisable and payable (as applicable), and options would remain exercisable for their full remaining term. Outstanding performance stock units (other than those granted as part of the integration award) would remain outstanding and eligible to vest based on the attainment of performance goals. Additionally, if such qualifying termination occurs in the Initial Period, the integration award would remain outstanding and eligible to vest as to a portion of the award based on the date of termination and attainment of applicable performance goals. If such qualifying termination occurs during the Subsequent Period, the integration award would remain outstanding and eligible to vest based on the greater of target performance and the actual attainment of applicable performance goals. The integration award options that vest would remain exercisable for their full term.
>
The protection period under which Mr. Kubasik will be covered by L3’s Amended and Restated Change in Control Severance Plan (the “L3 CIC Plan”) was extended until the fourth anniversary of the closing of the Merger, in the event of his termination without “cause” or for “good reason” (each as defined in the L3 CIC Plan and modified in the Kubasik Letter Agreement).

>The definition of “cause” under the L3 CIC Plan as applicable to Mr. Kubasik was modified to include an act of misconduct in violation of certain L3Harris policies or federal or applicable state law regarding discrimination or sexual harassment of subordinate employees that creates a material risk of meaningful harm to L3Harris.


L3HARRIS 2020 PROXY STATEMENT  74
>The definition of “good reason” under the L3 CIC Plan as applicable to Mr. Kubasik was modified to include the following events: failure to promote him to the contemplated new roles upon and after the closing of the Merger; failure of Mr. Brown to cease providing services to L3Harris on or before the third anniversary of the closing of the Merger; or L3Harris’ material breach of the Kubasik Letter Agreement. Mr. Kubasik also agreed to a limited waiver of his “good reason” rights related to his contemplated relocation to Florida, certain across-the-board changes in employee benefits and his transition to the role of Vice Chairman, President and Chief Operating Officer at the closing of the Merger.
>Mr. Kubasik is eligible to receive an additional payment of up to $1,250,000 for relocation-related expenses, with gross up of amounts taxed as ordinary income.
>Certain restrictive covenants and confidentiality provisions of the L3 CIC Plan apply as a condition to severance benefits under the L3 CIC Plan and are extended to 24 months following termination of employment.
Potential Payments Under Malave Letter Agreement
We are party to the Malave Letter Agreement with Mr. Malave pursuant to which he was appointed Senior Vice President and Chief Financial Officer of L3Harris effective June 29, 2019 (the “Start Date”). The Malave Letter Agreement includes the following compensation and benefits:
>base salary at the annual rate of $625,000;

>eligibility to receive an annual cash incentive under our Annual Incentive Plan with a target value of 100% of his base salary;

>commencing with calendar year 2020, eligibility to receive annual equity awards granted under our Equity Incentive Plan with a target value of $2,000,000;

>one-time restricted stock unit award granted in August 2019 under our Equity Incentive Plan with a grant date value of $950,000 (“One-Time RSU Award”), subject to vesting ratably over three years;

>a one-time momentum equity award granted in August 2019 under our Equity Incentive Plan comprised of (a) performance share units with a target value of $660,000; and (b) performance-based stock options with a grant date value of $1,340,000 and a term of ten years. Both components of the momentum equity award will be subject to three-year cliff vesting and will vest (if at all) subject to achievement of applicable cost synergy goals for the Merger established by the Compensation Committee;

>a one-time cash sign-on bonus of $200,000;

>eligibility to participate in our retirement and employee health and welfare plans; and

>certain relocation benefits.
Under the Malave Letter Agreement, in the event that L3Harris terminates Mr. Malave without “cause” (as defined in the Malave Letter Agreement) or he terminates his employment for “good reason” (as defined in the Malave Letter Agreement) within 36 months after the Start Date:

>the One-Time RSU Award will become fully vested;

>if such termination is not in connection with a “change in control” (as defined in the Malave Letter Agreement), then subject to certain conditions, Mr. Malave will receive a severance benefit equal to (i) his then current annual base salary (provided that, in the event of a termination by him for Good Reason due to material reduction in his base salary, the severance will be in an amount equal to his annual base salary before such material reduction), and (ii) a pro rata annual cash bonus for the performance period in which his termination occurs, subject to actual achievement of applicable performance goals through the end of such performance period; and

>if (in either case) such termination is on or following a “change in control” and within 36 months after the Start Date, then, in lieu of any severance benefits payable as described above, and subject to certain conditions, Mr. Malave will receive a severance benefit equal to (i) a “2X” multiple of his then current annual base salary (provided that, in the event of a termination by him for Good Reason due to material reduction in his base salary, the severance will be in an amount equal to his annual base salary before such material reduction) plus his then current target annual cash bonus, and (ii) a pro rata annual cash bonus for the performance period in which his termination occurs, subject to actual achievement of applicable performance goals through the end of such performance period, pro-rated based on the number of days he was employed during such performance period.

Mr. Malave’s entitlement to severance benefits under the Malave Letter Agreement is in lieu of severance benefits under any L3Harris severance plan or other severance benefits to which he may be entitled. However, if L3Harris implements a new executive severance plan or plans in which he is eligible to participate with terms and benefits equal to or in excess of those in the Malave Letter Agreement, then his right to severance benefits will be determined solely in accordance with the terms of such new plan(s), which will replace and supersede the terms of Malave Letter Agreement.

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Potential Payments Under Executive Change in Control Severance Arrangements
Change in Control Severance Agreements
Our
Prior to the Merger, the Harris Board hashad approved change in control severance agreements for our pre-Merger Board-elected or appointed officers, including those named executive officers of L3Harris who were employed by Harris at the time of the Merger (Messrs. Brown and Zoiss), to provide continuity of management and ensure dedication of our executives in the event of a threatened or actual change in control. Under these agreements, we would provide severance benefits to our Board-elected or appointed officers, including our named executivethose officers if, within two years following a “change in control:”
The executive terminates employment for “good reason;” or
>The executive terminates employment for “good reason;” or

>We terminate the executive’s employment for any reason other than for “cause” (all terms as defined in the change in control severance agreement and summarized below).
Benefits are paid only on a “double trigger” basis: in other words, there must be both a change in control severance agreement and summarized below).a qualifying termination of employment.
Meaning of “change in control.” Under these agreements, a “change in control” generally means the occurrence of any one of the following events:
Any person becomes the beneficial owner of 20% or more of the combined voting power of our outstanding common stock;
>Any person becomes the beneficial owner of 20% or more of the combined voting power of our outstanding common stock;

>A change in the majority of our Board not approved by two-thirds of our incumbent directors;

>The consummation of a merger, consolidation or reorganization, unless immediately following such transaction: (1) more than 60% of the total voting power resulting from the transaction is represented by shares that were our voting securities immediately prior to the transaction; (2) no person becomes the beneficial owner of 20% or more of the total voting power of our outstanding voting securities as a result of the transaction; and (3) at least a majority of the members of the board of directors of the company resulting from the transaction were our incumbent directors at the time of our Board’s approval of the execution of the initial agreement providing for the transaction;

>Our shareholders approve a plan of complete liquidation or dissolution of L3Harris; or

>We consummate a sale or disposition of all or substantially all of our assets.

The Merger constituted a change in the majoritycontrol under these agreements.

Meaning of our Board not approved by two-thirds of our incumbent directors;
The consummation of a merger, consolidation or reorganization, unless immediately following such transaction: (1) more than 60% of the total voting power resulting from the transaction is represented by shares that were our voting securities immediately prior to the transaction; (2) no person becomes the beneficial owner of 20% or more of the total voting power of our outstanding voting securities as a result of the transaction; and (3) at least a majority of the members of the board of directors of the company resulting from the transaction were our incumbent directors at the time of our Board’s approval of the execution of the initial agreement providing for the transaction;
Our shareholders approve a plan of complete liquidation or dissolution of Harris; or
We consummate a sale or disposition of all or substantially all of our assets.
“good reason.” Under these agreements, “good reason” generally means:
A reduction in the executive’s annual base salary or current annual incentive target award;
>A reduction in the executive’s annual base salary or current annual incentive target award;

>The assignment of duties or responsibilities that are inconsistent in any material adverse respect with the executive’s position, duties, responsibility or status with us immediately prior to the change in control;

>A material adverse change in the executive’s reporting responsibilities, titles or offices with us as in effect immediately prior to the change in control;

>Any requirement that the executive: (1) be based more than 50 miles from the facility where the executive was located at the time of the change in control or (2) travel on L3Harris business to an extent substantially greater than the travel obligations of the executive immediately prior to the change in control; or

>Failure by us to continue in effect any employee benefit or compensation plans or provide the executive with employee benefits as in effect for the executive immediately prior to the change in control.
Meaning of duties or responsibilities that are inconsistent in any material adverse respect with the executive’s position, duties, responsibility or status with us immediately prior to the change in control;
A material adverse change in the executive’s reporting responsibilities, titles or offices with us as in effect immediately prior to the change in control;
Any requirement that the executive: (1) be based more than 50 miles from the facility where the executive was located at the time of the change in control or (2) travel on Harris business to an extent substantially greater than the travel obligations of the executive immediately prior to the change in control; or
Failure by us to continue in effect any employee benefit or compensation plans or provide the executive with employee benefits as in effect for the executive immediately prior to the change in control.
“cause.” Under these agreements, the term “cause” generally means:
A material breach by the executive of the duties and responsibilities of the executive’s position; or
The conviction of the executive of, or plea of nolo contendere by the executive to, a felony involving willful misconduct that is materially injurious to us.
>A material breach by the executive of the duties and responsibilities of the executive’s position; or

>The conviction of the executive of, or plea of nolo contendere by the executive to, a felony involving willful misconduct that is materially injurious to us.
Potential cash severance payment. If triggered, the lump-sum cash severance benefit payable to an executive under the executive’s change in control severance agreement consistswould consist of:
Unpaid base salary through the date of termination;
A pro-rated annual bonus (as determined under the change in control severance agreement);
Any unpaid accrued vacation pay;
To the extent permitted under Section 409A of the Internal Revenue Code, any other benefits or awards that have been earned or became payable pursuant to the terms of any compensation plan but that have not yet been paid to the executive;
Two times the executive’s highest annual rate of base salary during the 12-month period prior to the date of termination; and
Two times the greatest of the executive’s (1) highest annual bonus in the three years prior to the change in control, (2) target bonus for the year in which the change in control occurred or (3) target bonus for the year in which the executive’s employment is terminated.

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>Unpaid base salary through the date of termination;

>A pro-rated annual bonus (as determined under the change in control severance agreement);

>Any unpaid accrued vacation pay;

>To the extent permitted under Section 409A of the Internal Revenue Code, any other benefits or awards that have been earned or became payable pursuant to the terms of any compensation plan but that have not yet been paid to the executive;


L3HARRIS 2020 PROXY STATEMENT  76
>Two times the executive’s highest annual rate of base salary during the 12-month period prior to the date of termination (following the Merger, “three times” in the case of Mr. Brown pursuant to the Brown Letter Agreement); and

>Two times the greatest of the executive’s (1) highest annual bonus in the three years prior to the change in control, (2) target bonus for the year in which the change in control occurred or (3) target bonus for the year in which the executive’s employment is terminated (following the Merger, “three times” in the case of Mr. Brown pursuant to the Brown Letter Agreement).

Other potential severance benefits. In addition, if triggered, severance benefits to an executive under the executive’s change in control severance agreement include:
>Receipt of the same level of medical, dental, accident, disability and life insurance and any similar benefits as are in effect on the date of termination (or the highest level of coverage provided to active executives immediately prior to the change in control, if more favorable), for the two years following the date of termination, but in no event later than age 65 (benefit continuation payments in lieu of providing in-kind medical and prescription drug coverage, in the case of Mr. Brown pursuant to the Brown Letter Agreement);

>Reimbursement for any relocation expense related to the pursuit of other business opportunities incurred within two years following the date of termination;

>Reimbursement for recruitment or placement services of up to $4,000; and

>Reimbursement for professional financial or tax planning services of up to $5,000 per year for the calendar year in which the termination occurs and the next calendar year.

The change in control severance arrangements with Mr. Malave are pursuant to the Malave Letter Agreement, and those arrangements are described in the “Agreement with Mr. Malave” discussion beginning on page 75.
L3 Change in Control Severance Plan
Prior to the Merger, L3 had adopted the L3 CIC Plan covering its executive officers and other corporate employees, including Messrs. Kubasik and Gautier, to maintain alignment of the interests of individuals covered by the plan and shareholders during the period of an actual or rumored change in control and facilitate objective assessment of potential transactions that may be in the best interests of L3 shareholders but could negatively impact the covered individual’s future employment. Under the L3 CIC Plan, severance benefits would be provided to L3 executive officers, including Messrs. Kubasik and Gautier, and other individuals covered by the plan if, within two years following a “change in control”:
>The executive terminates employment for “good reason”; or

>The executive’s employment is terminated without “cause” (all terms as defined in the L3 CIC Plan and summarized below).
Benefits are paid only on a “double trigger” basis: in other words, there must be both a change in control and a qualifying termination of employment. In addition, the L3 CIC Plan covers terminations that become effective prior to the occurrence of a change in control if such termination occurs (a) upon the request of the acquiror or (b) otherwise in anticipation of the change in control.
Meaning of “change in control.” Under the L3 CIC Plan, a “change in control” generally means the occurrence of any one of the following events:
>the acquisition by any person or group (including a group within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act), other than L3 or any of its subsidiaries, of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of a majority of the combined voting power of L3’s then outstanding voting securities, other than by any employee benefit plan maintained by L3;

>the sale of all or substantially all of the assets of L3 and its subsidiaries taken as a whole; or

>the election, including the filling of vacancies, during any period of 24 months or less, of 50% or more of the members of the board of directors of L3, without the approval of L3’s incumbent directors at the beginning of such period.

The Merger constituted a change in control under the L3 CIC Plan, and we are obligated to provide the severance benefits under the L3 CIC Plan, if triggered.

Meaning of “good reason.” Under the L3 CIC Plan, “good reason” generally means, other than due to employee’s disability or death:
>A reduction in the executive’s base salary or annual or long-term incentive opportunity (including target bonus, if applicable);
>An adverse change to the calculation methodology for determining bonuses or long-term incentives which is reasonably likely to have an adverse impact on the amounts the executive has the potential to earn under such programs;

77  L3HARRIS 2020 PROXY STATEMENT

>Any failure by the acquiror to continue to provide employee benefits that are substantially similar in the aggregate to those afforded to the executive immediately prior to the change in control;
>A material adverse change in executive’s duties or responsibilities;
>A relocation of executive’s principal place of business of 50 miles or more, provided that such relocation also increases the executive’s commute by at least 25 miles;
>A failure to pay the executive’s base salary and other amounts earned by the executive within 10 days after the date such compensation is due; or
>Failure of any successor or assignee to all or substantially all of the business and/or assets of L3 in connection with any change in control, by agreement in writing in form and substance reasonably satisfactory to the executive, expressly, absolutely and unconditionally to assume and agree to perform all obligations under the L3 CIC Plan.
Meaning of “cause.” Under the L3 CIC Plan, the term “cause” generally means:
>Intentional failure to perform reasonably assigned duties;
>Dishonesty or willful misconduct in the performance of duties;
>Engaging in a transaction in connection with the performance of duties to L3 or its affiliates which transaction is adverse to the interests of L3 and is engaged in for personal profit; or
>Willful violation of any law, rule or regulation in connection with the performance of duties (other than traffic violations or similar offenses).
Potential cash severance payment. If triggered, the lump-sum cash severance benefit payable to an executive under the L3 CIC Plan would consist of:
>A multiple of current annual salary and average annual incentive plan awards for the prior three years: (a) chief executive officer, chief operating officer, chief financial officer and chief legal officer – three times (including for Mr. Kubasik), and (b) segment presidents – two and a half times (including for Mr. Gautier). The annual incentive plan award for the year of termination is a pro rata award based on (a) the number of months worked in the year of termination and (b) the average annual incentive plan awards for the prior three years (or the actual annual incentive plan award payable for the full year of termination, if performance is determinable at the time of termination).
Other potential severance benefits. In addition, if triggered, severance benefits to an executive under the L3 CIC Plan include:
>Receipt of continued medical and life insurance benefits at the same cost to the executive, or cash equal to any increased premiums, for the same period as the severance multiple described above;
>Reasonable outplacement services paid for by L3; and
>If eligible, L3-paid financial planning services for the one-year period after a change in control under an L3 policy that is separate from the L3 CIC Plan.
For a summary of the modifications to the L3 CIC Plan applicable to Mr. Kubasik relating to the definitions of “cause” and “good reason”, see the “Potential Payments Under Kubasik Letter Agreement” section beginning on page 74.

L3Harris Executive Change in Control Severance Plan
The Merger constituted a change in control transaction under the change in control severance arrangements described above, which are still operative for applicable covered individuals, including our named executive officers who were employed with L3 or Harris at the time of the Merger. In February 2020, we adopted the new L3Harris Executive Change in Control Severance Plan, which provides severance benefits to executive officers and certain other executives (excluding our CEO and COO) if more favorable),the executive is terminated without “cause” or resigns for the two years following the date of termination, but“good reason” (such as a material adverse change in no event later than age 65;
Reimbursement for any relocation expense related to the pursuit of other business opportunities incurredcompensation or job responsibilities or location) within two years following the date of termination;
Reimbursement for recruitment or placement services of up to $4,000; and
Reimbursement for professional financial or tax planning services of up to $5,000 per year for the calendar yeara change in which the termination occurs and the next calendar year.
Further, these agreements:
Do not provide forcontrol. The plan includes a tax gross-up of excise taxes;
Do provide for a “best net after-tax” payment approach that reduces payments and benefits to an executive if the reduction would result in the executive receiving higher payments and benefits on a net after-tax basis;
Do provide“double trigger” so that we will reimburse the executive for any legal fees and costs with respect to any dispute arising under the agreement; and
Dowould provide that, not later than the date on whichbenefits only if there is both a change in control occurs, we are required to contribute to an irrevocable “rabbi trust” in cash or other liquid assets, an amount equal to the total payments expected to be paid under the agreements, assuming that the employmentand a termination of employment. The terms of the executives is terminated, plusnew plan do not apply for our CEO and COO and also do not apply for individuals covered by the amount of trust administration and trustee fees reasonably expected to be incurred (in recognition thatchange in certain situations payments undercontrol severance arrangements described above until after the agreements will be required to be deferred for up to six months following the triggering event to comply with Section 409Aexpiration of the Internal Revenue Code).applicable change in control severance arrangements described above.

Our executive change in control severance arrangements reflect sound practices because they
>Do not provide for a tax gross-up of excise taxes;

>Do provide for a “best net after-tax” payment approach that reduces payments and benefits to an executive if the reduction would result in the executive receiving higher payments and benefits on a net after-tax basis;
>Do provide that we will reimburse the executive for any legal fees and costs with respect to any dispute arising under the agreement; and


L3HARRIS 2020 PROXY STATEMENT  78

>Do provide that, not later than the date on which a change in control occurs, we are required to contribute to an irrevocable “rabbi trust” in cash or other liquid assets, an amount equal to the total payments expected to be paid under the agreements, assuming that the employment of the executives is terminated, plus the amount of trust administration and trustee fees reasonably expected to be incurred (in recognition that in certain situations payments under the agreements will be required to be deferred for up to six months following the triggering event to comply with Section 409A of the Internal Revenue Code). (This funding requirement was waived in respect of the Merger.)
Termination Payments and Benefits Upon Any TerminationGenerally Available to Salaried Employees
Many of our salaried employees, including our named executive officers, are entitled to receive certain elements of compensation on a non-discretionary basis upon termination of employment for any reason. Subject to the exceptions noted below, these include:
Accrued salary and pay for unused vacation;
Distributions of vested plan balances under our Retirement Plan or SERP;
>Accrued salary and pay for unused vacation;

>Distributions of vested plan balances under our RSP and ERSP (and the SSP-II and L3 Supplemental Executive Retirement Plan, where applicable); and

>Earned but unpaid bonuses.
The amounts shown in the “Tables of Potential Payments Upon Termination or Change in Control” section of this proxy statement beginning on page 81 do not include these elements of compensation or benefits. For a description
Termination of Named Executive Officers Under Various Circumstances
Note to readers: The impacts to equity awards described in the following paragraphs regarding termination under various circumstances apply only to outstanding equity awards as of the end of our SERP and the account balances credited to our named executive officers under our SERP as of June 29, 2018, see the Fiscal 2018 Nonqualified Deferred Compensation Table on page 74.fiscal transition period (not equity awards granted afterward during fiscal 2020).
Termination for Cause
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 any termination of employment as described above. In addition, as noted under “Recovery of Executive Compensationexecutive compensation (“Clawback”)” in the “Compensation Discussion and Analysis” section of this proxy statement, depending on the circumstances giving rise to such termination, we may be entitled to recover all or a portion of any performance-based compensation if our financial statements are restated as a result of errors, omissions or fraud. Annual incentive awards, vested and unvested options, including performance stock options, performance share units, and restricted stock units and shares of restricted stock are automatically forfeited following a termination for cause or misconduct.
Involuntary Termination Without Cause
termination without cause. In the case of termination of employment by us without cause, Mr.each of Messrs. Brown, Kubasik and Malave is entitled to the compensation and benefits under his respective employment agreement described above, under the description of his employment agreement, and our other named executive officers are not contractually entitled to any compensation or benefits under the change in control severance arrangements described above because the Merger constituted a change in control under the arrangements between the other than those that are generally paid to all salaried employees upon any termination of employment as described above. However, as discussed innamed executive officer and us (including L3) at the “Compensation Discussion and Analysis” section of this proxy statement, we have a long-standing practice of providing reasonable severance compensation for involuntary termination of an executive’s employment without cause. The specific amount would be based on the relevant circumstances, including considerationtime of the reason for termination, length of employment and other factors.Merger.

78


Under our Annual Incentive Plan, following an involuntary termination by us without cause, subject to beingif 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 continuing to be made followingafter the fiscal year end based on our performance.
Under
Except as set forth above for Messrs. Brown and Kubasik under their respective employment agreements, under our equity incentive plans, following an involuntary termination by us other than for cause or misconduct:
Unvested options are forfeited and vested
>Vested options may be exercised until the sooner of 90 days following such termination or the regularly scheduled expiration date;

>Unvested options are forfeited;

>Vested performance stock options may be exercised until the regularly scheduled expiration date;

>
Unvested performance stock options are forfeited, although a pro-rata portion (based on the period worked during the performance period) will remain outstanding and eligible to be earned and to vest based on satisfaction of the performance vesting condition and become exercisable upon expiration of the service period;

>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; provided that if termination occurs on or after June 29, 2021 and through June 29, 2022, vesting shall be at not less than the target level;


79  L3HARRIS 2020 PROXY STATEMENT

Performance share units are forfeited; and


Subject to a minimum one-year vesting or holding period, restricted stock units and shares of restricted stock will be pro-rated based on the period worked during the restriction period and paid out promptly following involuntary termination (but subject to any delay required by U.S. Federal tax laws).
>Shares of restricted stock are paid pro-rata based on the period worked during the restriction period, promptly following involuntary termination without cause (but subject to any delay required by U.S. Federal tax law); and

>Restricted stock units immediately fully vest and are paid as soon as practicable.
Voluntary Termination/Resignation
termination/resignation/good reason. A named executive officer who voluntarily terminates or resigns employment (other than due to retirement or for good reason) is not entitled to any compensation or benefits other than those generally paid to all of our salaried employees upon any termination of employment as described above. Annual incentive awards and unvested stock options, including performance stock options, performance share units, restricted stock units and shares of restricted stock are automatically forfeited following a voluntary termination or resignation. Vested options may be exercised until the sooner of 30 days (90 days, in the case of performance stock options) following a voluntary termination or resignation or the regularly scheduled expiration date.
Death
Upon voluntary termination for good reason by an executive officer, except as otherwise provided in the Brown Letter Agreement, the Kubasik Letter Agreement or the Malave Letter Agreement, in the case of Messrs. Brown, Kubasik and Malave, respectively:

>Vested performance stock options may be exercised until the regularly scheduled expiration date;

>Unvested performance stock options are forfeited, although a pro-rata portion (based on the period worked during the performance period) will remain outstanding and eligible to be earned and to vest based on satisfaction of the performance vesting condition and become exercisable upon termination of the service period;

>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; provided that if termination occurs on or after June 29, 2021 and through June 29, 2022, vesting shall be at not less than the target level; and

>Restricted stock units immediately vest and are paid as soon as practicable.

Death or disability. If a named executive officer’s employment is terminated as a result of death, thehis or her beneficiaries of such named executive officer 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 elected and paid for by the employee. In addition, for such named executive officer:
Account balances in our Retirement Plan and SERP become fully vested;
Subject to being employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during the fiscal year, with payment continuing to be made following the fiscal year end based on our performance;
Subject to a minimum one-year vesting period, options immediately fully vest (at target, in the case of performance stock options) and will be exercisable by the beneficiaries for up to 12 months following the date of death but not later than the regularly scheduled expiration date;
Subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on target and on the period worked during the performance period and paid out promptly; and
Subject to a minimum one-year holding period, restricted stock units and shares of restricted stock immediately fully vest.
Disability
executive. If a named executive officer’s employment is terminated as a result of disability, such namedthe executive officer is eligible for benefits under the disability programs generally available to many of our U.S.-based employees. Theseemployees, 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, for such named executive officer:
Account balances in our Retirement Plan and SERP become fully vested;
Subject to being employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during the fiscal year, with payment continuing to be made following the fiscal year end based on our performance;
Subject to a minimum one-year vesting period, options immediately fully vest (at target, in the case of performance stock options) and will be exercisable until the regularly scheduled expiration date;death or disability:
Subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on target and on the period worked during the performance period and paid out promptly; and
Subject to a minimum one-year holding period, restricted stock units and shares of restricted stock immediately fully vest.
>Account balances in our RSP and ERSP become fully vested;

>If the executive was employed for a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during such fiscal year, with payment made after the fiscal year end based on our performance;
>Performance stock options immediately vest at target and will be exercisable by the beneficiaries (or by the executive officer in the case of disability) for up to 12 months following the date of death (or disability) but not later than the regularly scheduled expiration date;

79

>
Subject to a minimum one-year vesting period, stock options (other than performance stock options) immediately vest at target and will be exercisable by the beneficiaries (or by the executive officer in the case of disability) for up to 12 months following the date of death (or disability) but not later than the regularly scheduled expiration date;

Retirement
>Performance share units immediately vest at target and are paid out as soon as administratively practicable following death and, in the case of disability, following the earlier of expiration of the service period or the occurrence of a change in control that qualifies as a “change in control event” within the meaning of Treasury Regulations section 1.409-3(i)(5);
>
Subject to a minimum one-year holding period, shares of restricted stock immediately fully vest; and

>Restricted stock units immediately fully vest and are paid out as soon as administratively practicable.
Retirement. Among our named executive officers, as of June 29, 2018,January 3, 2020, Messrs. Fox, MehnertGautier and MikuenZoiss were retirement-eligible for purposes of our Retirement Plan, SERP,RSP, ERSP, Annual Incentive Plan Performance Reward Plan and our equity incentive plans. If a named executive officer’s employment is terminated as a result of retirement, such named executive officer would receive retirement benefits generally available to our retirement-eligible salaried employees. In addition, for such named executive officer:addition:
Account balances in our Retirement Plan and SERP become fully vested;
Subject to being
>Account balances in our RSP and ERSP become fully vested;

>
If the executive was employed a minimum of 180 days during the fiscal year, annual incentive compensation awards are paid pro-rata based on the period worked during such fiscal year, with payment made after the fiscal year end based on our performance;


L3HARRIS 2020 PROXY STATEMENT  80
After age 55 with 10 or more years of full-time service, but before age 62, options cease vesting and options exercisable at the time of retirement continue to be exercisable until the regularly scheduled expiration date, but unvested options (including unvested performance stock options) are forfeited;
After age 62 with 10 or more years of full-time service, subject to a minimum one-year vesting period, options continue to vest in accordance with their vesting schedule and continue to be exercisable until the regularly scheduled expiration date, except unvested performance stock options, which are forfeited;
After age 55 with 10 or more years of full-time service, subject to a minimum holding period ending on the last day of the first fiscal year of the three-year performance period, performance share units are paid pro-rata based on the period worked during the performance period, with payment continuing to be made at the end of the performance period based on our performance; and
After age 55 with 10 or more years of full-time service, subject to a minimum one-year holding period, restricted stock units and shares of restricted stock are paid pro-rata based on the period worked during the restriction period, promptly following retirement (but subject to any delay required by U.S. Federal tax law).
>If after age 55 with 10 or more years of full-time service, but before age 62 options exercisable at the time of retirement remain exercisable until the regularly scheduled expiration date;
>If after age 62 with 10 or more years of full-time service, options remain exercisable until the regularly scheduled expiration date;
>If after age 55 with 10 or more years of full-time service on or after June 29, 2020, performance stock options cease vesting, and performance stock options exercisable at the time of retirement remain exercisable until the regularly scheduled expiration date, but unvested performance stock options are forfeited;
>Performance share units are forfeited; and

>If after age 55 with 10 or more years of full-time service on or after June 29, 2020 restricted stock units are paid pro-rata based on the period worked during the restriction period, promptly following retirement (but subject to any delay required by U.S. Federal tax law).
Change in Control
control. Each ofCash severance payments and other severance benefits under our named executive officers has entered into a “double trigger” change in control severance agreement with us providing for benefits only upon both a change in control and a subsequent qualifying termination of employment in accordance withagreements or the terms of the agreement. For additional information regarding the terms of such agreements, see “Executive Change in Control Severance Agreements” beginningL3 CIC Plan are discussed on page 77.76 and page 77, respectively. In addition, upon a change in control, and irrespective of employment status: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;
All options immediately vest (in the case of performance stock options, at target or at such greater level of performance as our Board or Compensation Committee may authorize) and become exercisable until the regularly scheduled expiration date;
All performance share units are deemed fully earned and fully vested immediately and will be paid at the end of the performance period at not less than the target level, subject to accelerated payout or forfeiture in certain circumstances; and
All restricted stock units and shares of restricted stock immediately vest and will be paid as soon as practicable, but not later than 60 days following the change in control, or in certain events, promptly following the expiration of the initial restriction period.

80
>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;
>
Options (other than performance stock options) immediately vest and become exercisable until the regularly scheduled expiration date;

>All Performance stock options vest at target and become exercisable upon expiration of the service period, subject to accelerated payout or forfeiture in certain circumstances;

>All Performance share units are deemed fully earned and fully vested immediately and will be paid as soon as administratively practicable following expiration of the service period at not less than the target level, subject to accelerated payout or forfeiture in certain circumstances; and
>
Shares of restricted stock immediately fully vest and will be paid out as soon as administratively practicable following the change in control.

Tables of Potential Payments Upon Termination or Change in Control
The following tables set forthshow, on an executive-by-executive basis, the amounts of the estimated incremental compensation and benefits that would be provided to each of our named executive officers if such executive’s employment with us is terminated for any reason,in a hypothetical termination as of January 3, 2020 (as described in more detail below) under various circumstances, including termination by us for cause, voluntary termination (resignation), termination by the executive for good reason or for constructive termination, involuntary termination by us without cause, death, disability, retirement (to the extent the named executive officer is retirement-eligible), or termination by us without cause or by the executive for good reason following a future change in control of Harris,L3Harris, as well as in the event of a future change in control of HarrisL3Harris without termination of employment of such executive. The actual amounts to be paid are determinable only at the time of a named executive officer’s termination of employment or a future change in control. As noted above, the Merger constituted a change in control under the agreements and other arrangements between the named executive officers and us (including L3) at the time of the Merger, and therefore the amounts for many of the circumstances shown in the tables are the same as for termination by us without cause or by the executive for good reason following a future change in control of L3Harris.
The estimated amounts included in the tables also are based on the following:
The applicable provisions in the agreements and other arrangements between the named executive officer and us, which are summarized in the “Potential Payments Upon Termination or a Change in Control” section
>We have assumed that the hypothetical termination event occurred as of January 3, 2020, the last day of our fiscal transition period, and that the value of our common stock was $210.47 per share based on the closing market price on such date;
>The applicable provisions as of January 3, 2020 in the agreements and other arrangements between the named executive officer and us, which are summarized on pages 72-81;
>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 our fiscal transition period because a named executive officer is entitled to annual incentive compensation if employed on January 3, 2020;

>We have not included the value of any options that were vested prior to January 3, 2020;

81  L3HARRIS 2020 PROXY STATEMENT

We have assumed that the termination event occurred as of June 29, 2018, the last day of our fiscal 2018, and that the value of our common stock was $144.54 per share based on the closing market price on such date; 
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 fiscal 2018 because a named executive officer is entitled to annual incentive compensation if employed on June 29, 2018;
We have not included the value of any options that were vested prior to June 29, 2018;
We have assumed that all unvested, in-the-money options that were not automatically forfeited on June 29, 2018 vested and were exercised on such day;
The value of accelerated performance share units is based on the target number of performance share units previously granted, includes the dollar value of dividend equivalents paid in cash with respect to such accelerated performance share units and does not include performance share units for the performance period ended June 29, 2018 because a named executive officer is entitled to such performance share units if employed on June 29, 2018 (see the Option Exercises and Stock Vested in Fiscal 2018 Table on page 72 of this proxy statement for the value associated with such performance share units);
>We have assumed that all unvested, in-the-money options that were not automatically forfeited on January 3, 2020 vested and were exercised on such day;
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;
We have not included any payment of the aggregate balance shown in the Fiscal 2018 Nonqualified Deferred Compensation Table on page 74 of this proxy statement;
We have included the estimated value of continuation of health and welfare benefits and perquisites, where applicable;
>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;
For a termination by us without cause or by the named executive officer for good reason following a change in control, the “Other Benefits” line includes $4,000 for placement services, $10,000 ($5,000 per year for two years) for financial or tax planning services, $300,000 for estimated relocation assistance and an estimate of reimbursement for taxes associated with relocation assistance, in each case pursuant to the change in control severance agreement.
>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;
>We have not included any payment of the aggregate balance shown in the Fiscal Transition Period Nonqualified Deferred Compensation Table on page 71 of this proxy statement;
>We have included the estimated value of continuation of health and welfare benefits and perquisites, where applicable; and

>For a termination by us without cause or by the named executive officer for good reason following a change in control, the “Other Benefits” line includes $4,000 for placement services, $10,000 ($5,000 per year for two years) for financial or tax planning services, $300,000 for estimated relocation assistance and an estimate of reimbursement for taxes associated with relocation assistance, in each case pursuant to our executive change in control severance agreements.
With respect to a named executive officer over the age of 55 and who has completed at least 10 years of full-time service (Messrs. Fox, MehnertGautier and MikuenZoiss as of June 29, 2018)January 3, 2020), 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.


81


William M. Brown

Executive Benefits and Payment Termination
by Harris
for Cause		 Voluntary
Termination/
Resignation		 Termination
by Executive
for
Constructive
Termination		 Involuntary
Termination
by Harris
without
Cause		 Death Disability Change in
Control
without
Termination		 Termination
by Harris
without
Cause/by
Executive
for Good
Reason
Following
a Change
in Control
Cash Severance $0
 $0
 $7,000,000
 $7,000,000
 $0
 $0
 $0
 $7,000,000
Value of Accelerated or Continued Vesting of Unvested Options $0
 $0
 $27,478,092* $27,478,092* $25,513,741
 $25,513,741
 $28,460,255
 $28,460,255
Value of Accelerated Vesting of Unvested Restricted Stock Units $0
 $0
 $0
 $0
 $0
 $0
 $2,703,543
 $2,703,543
Value of Accelerated or Continued Vesting of Unvested Performance Share Units $0
 $0
 $6,442,206* $6,442,206* $6,442,206
 $6,442,206
 $12,392,373
 $12,392,373
Health and Welfare Benefits $0
 $0
 $32,633
 $32,633
 $0
 $0
 $0
 $59,236
Other Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $511,237
TOTAL $0
 $0
 $40,952,931
 $40,952,931
 $31,955,947
 $31,955,947
 $43,556,171
 $51,126,644
Executive Benefits
and Payment
 
Termination
by L3Harris
for Cause
  
Voluntary
Termination/
Resignation
  
Termination by
Executive for
Constructive
Termination
  
Involuntary
Termination
by L3Harris
without Cause
  Death  Disability  
Change in
Control without
Termination
  
Termination by
L3Harris without
Cause/by Executive
for Good Reason
Following a
Change in Control
 
Cash Severance $0  $0  $15,555,000
 $15,555,000
 $0  $0  $0  $15,555,000
Value of Accelerated
or Continued Vesting of
Unvested Options
 $0  $0  $242,599
 $
242,599

 $
727,796

 $727,796
 $0
 $727,796
Value of Accelerated
Vesting of Unvested
Restricted Stock Units
 $0  $0  $5,303,277
 $5,303,277
 $
5,303,277


 $5,303,277
 $0
 $5,303,277
Value of Accelerated Vesting of
Unvested Performance
Share Units
 $0  $0  $862,294
 $862,294
 $2,587,094
 $2,587,094
 $0
 $2,587,094
Health and Welfare
Benefits
 $0  $0  $193,960
 $193,960
 $0  $0  $0  $193,960
Other Benefits $0  $0  $511,236  $511,236  $0  $0  $0  $511,236
TOTAL $0  $0  $22,668,336
 $22,668,336
 $8,618,167
 $8,618,167
 $0
 $24,878,363
_________________________



L3HARRIS 2020 PROXY STATEMENT  82

Christopher E. Kubasik

Executive Benefits
and Payment
 
Termination
by L3Harris
for Cause
  
Voluntary
Termination/
Resignation
  
Termination by
Executive for
Constructive
Termination
  
Involuntary
Termination
by L3Harris
without Cause
  Death  Disability  
Change in
Control without
Termination
  
Termination by
L3Harris without
Cause/by Executive
for Good Reason
Following a
Change in Control
 
Cash Severance
 $0  $0  $11,850,000
 $11,850,000
 $0  $0  $0  $11,850,000
Value of Accelerated
Vesting of Unvested
Options
 $0  $0  $242,599
 $242,599
 $
727,726


 $727,726
 $0
 $727,726
Value of Accelerated
Vesting of Unvested
Restricted Stock and
Restricted Stock Units
 $0  $0  $6,738,950
 $6,738,950
 $
6,738,950

 $6,738,950
 $0
 $6,738,950
Value of Accelerated
Vesting of Unvested
Performance Share Units
 $0  $0  $862,294
 $862,294
 $2,587,094
 $2,587,094
 $0
 $2,587,094
Value of Unvested
Legacy L3 Performance
Cash
 $0  $
0  $
1,920,000  $
1,920,000  $
599,601  $
599,601
  $
0  $
1,920,000 
Health and Welfare
Benefits
 $0  $0  $61,076
 $
61,076

 $0  $0  $0  $
61,076

Other Benefits $0  $0  $18,000  $18,000  $0  $0  $0  $18,000
TOTAL $0  $0  $21,692,919
 $21,692,919
 $10,653,442
 $10,653,442
 $0
 $23,902,916


Jesus Malave, Jr.

Executive Benefits
and Payment
 
Termination
by L3Harris
for Cause
  
Voluntary
Termination/
Resignation
  
Termination by
Executive for
Constructive
Termination
  
Involuntary
Termination
by L3Harris
without Cause
  Death  Disability  
Change in
Control without
Termination
  
Termination by
L3Harris without
Cause/by Executive
for Good Reason
Following a
Change in Control
 
Cash Severance
 $0  $0  $625,000
 $625,000
 $0  $0  $0  $2,500,000
Value of Accelerated
Vesting of Unvested
Options
 $0  $0  $65,018
 $65,018
 $
195,053



 $195,053
 $0
 $195,053
Value of Accelerated
Vesting of Unvested
Restricted Stock Units
 $0  $0  $139,052
 $139,052
 $
983,117


 $983,117
 $0
 $983,117
Value of Accelerated
Vesting of Unvested
Performance Share Units
 $0  $0  $227,656
 $227,656
 $682,967
 $682,967
 $0
 $682,967
Health and Welfare
Benefits
 $0  $0  $0
 $
0

 $0  $0  $0  $
53,792

Other Benefits $0  $0  $0  $0  $0  $0  $0  $
511,236

TOTAL $0  $0  $1,056,726
 $1,056,726
 $1,861,137
 $1,861,137
 $0
 $4,926,165


83  L3HARRIS 2020 PROXY STATEMENT

Todd W. Gautier

Executive Benefits
and Payment
 
Termination
by L3Harris
for Cause
  
Voluntary
Termination/
Resignation
  
Termination by
Executive for
Constructive
Termination
  
Involuntary
Termination
by L3Harris
without Cause
  Death  Disability  
Retirement
 
Change in
Control without
Termination
  
Termination
by L3Harris
without Cause/
by Executive for
Good Reason
Following a
Change in Control
 
Cash Severance
 $0  $0  $3,447,417
 $3,447,417
 $0  $0 $0 $0  $3,447,417
Value of Accelerated
Vesting of Unvested
Options
 $0  $0  $65,018
 $65,018
 $
195,053



 $195,053
$0 $0
 $195,053
Value of Accelerated
Vesting of Unvested
Restricted Stock Units
 $0  $0  $2,059,028
 $2,059,028
 $
443,039


 $443,039
$0 $0
 $1,721,855
Value of Accelerated
Vesting of Unvested
Performance Share
Units
 $0  $0  $227,656
 $227,656
 $682,967
 $682,967
$0 $0
 $682,967
Value of Unvested
Legacy L3 Performance
Cash
 $0  $0  $
260,000  $260,000  $81,196  $81,196 $0 $0  $
260,000
 
Health and Welfare
Benefits
 $0  $0  $80,581
 $
80,581

 $0  $0 $0 $0  $
80,581

Other Benefits $0  $0  $18,000  $18,000  $0  $0 $0 $0  $
18,000

TOTAL $0  $0  $6,157,700
 $6,157,700
 $1,402,255
 $1,402,255
$0 $0
 $6,405,873


Edward J. Zoiss
Executive Benefits
and Payment
 
Termination
by L3Harris
for Cause
  
Voluntary
Termination/
Resignation
  
Termination by
Executive for
Constructive
Termination
  
Involuntary
Termination
by L3Harris
without Cause
  Death  Disability  
Retirement
 
Change in
Control without
Termination
  
Termination
by L3Harris
without Cause/
by Executive for
Good Reason
Following a
Change in Control
 
Cash Severance
 $0  $0  $2,400,000
 $2,400,000
 $0  $0 $0 $0  $2,400,000
Value of Accelerated
Vesting of Unvested
Options
 $0  $0  $65,018
 $65,018
 $
195,053



 $195,053
$0 $0
 $195,053
Value of Accelerated
Vesting of Unvested
Restricted Stock Units
 $0  $0  $827,955
 $827,955
 $
827,955


 $827,955
$0 $0
 $827,955
Value of Accelerated
Vesting of Unvested
Performance Share
Units
 $0  $0  $227,656
 $227,656
 $682,967
 $682,967
$0 $0
 $682,967
Health and Welfare
Benefits
 $0  $0  $67,530
 $
67,530

 $0  $0 $0 $0  $
67,530

Other Benefits $0  $0  $511,236  $511,236  $0  $0 $0 $0  $
511,236

TOTAL $0  $0  $4,099,395
 $4,099,395
 $1,705,975
 $1,705,975
$0 $0
 $4,684,741


*Under the terms of Mr. Brown’s employment agreement, if his employment is terminated by us without cause or by Mr. Brown for constructive termination, (a) each time-based vesting stock option held by Mr. Brown will continue to vest in accordance with its ordinary vesting schedule for the two-year period following the date of termination, and (b) each performance share unit is subject to vesting based on achievement of performance goals and pro-ration. Amounts shown represent the value of such unvested options that would vest during such 24-month period and of such unvested performance share units that would be pro-rated, based on the $144.54 closing market price of our common stock on June 29, 2018, the last trading day of our fiscal 2018.
L3HARRIS 2020 PROXY STATEMENT  84
Rahul Ghai
Executive Benefits and Payment Termination
by Harris
for Cause		 Voluntary
Termination/
Resignation		 Termination
by Executive
for Good
Reason		 Involuntary
Termination
by Harris
without
Cause		 Death Disability Change in
Control
without
Termination		 Termination
by Harris
without
Cause/by
Executive
for Good
Reason
Following
a Change
in Control
Cash Severance $0
 $0
 $0
 $0
 $0
 $0
 $0
 $1,925,000
Value of Accelerated Vesting of Unvested Options $0
 $0
 $0
 $0
 $1,923,158
 $1,923,158
 $2,390,305
 $2,390,305
Value of Accelerated Vesting of Unvested Restricted Stock Units $0
 $0
 $0
 $0
 $0
 $0
 $428,714
 $428,714
Value of Accelerated Vesting of Unvested Performance Share Units $0
 $0
 $0
 $0
 $983,678
 $983,678
 $1,908,054
 $1,908,054
Health and Welfare Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $51,588
Other Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $511,237
TOTAL $0
 $0
 $0
 $0
 $2,906,836
 $2,906,836
 $4,727,073
 $7,214,898

82


Sheldon J. Fox
Executive Benefits
and Payment		 Termination
by Harris
for Cause		 Voluntary
Termination/
Resignation		 Termination
by Executive
for Good
Reason		 Involuntary
Termination
by Harris
without
Cause		 Death Disability Retirement Change in
Control
without
Termination		 Termination
by Harris
without
Cause/by
Executive
for Good
Reason
Following
a Change
in Control
Cash Severance $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $1,961,665*
Value of Accelerated Vesting of Unvested Options $0
 $0
 $0
 $0
 $2,581,098
 $2,581,098
 $0
 $2,994,330
 $2,994,330
Value of Accelerated Vesting of Unvested Restricted Stock Units $0
 $0
 $0
 $0
 $0
 $0
 $0
 $379,236
 $379,236
Value of Accelerated Vesting of Unvested Performance Share Units $0
 $0
 $0
 $0
 $951,084
 $951,084
 $951,084
 $1,809,097
 $1,809,097
Health and Welfare Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $45,571
Other Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $511,237
TOTAL $0
 $0
 $0
 $0
 $3,532,182
 $3,532,182
 $951,084
 $5,182,663
 $7,701,136
_________________________
*Includes $1,665 in respect of the difference in Mr. Fox’s fiscal 2018 Annual Incentive Plan target and his actual fiscal 2018 Annual Incentive Plan payout.

Dana A. Mehnert
Executive Benefits
and Payment		 Termination
by Harris
for Cause		 Voluntary
Termination/
Resignation		 Termination
by Executive
for Good
Reason		 Involuntary
Termination
by Harris
without
Cause		 Death Disability Retirement Change in
Control
without
Termination		 Termination
by Harris
without
Cause/by
Executive
for Good
Reason
Following
a Change
in Control
Cash Severance $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $1,944,165*
Value of Accelerated Vesting of Unvested Options $0
 $0
 $0
 $0
 $2,581,098
 $2,581,098
 $0
 $2,994,330
 $2,994,330
Value of Accelerated Vesting of Unvested Restricted Stock Units $0
 $0
 $0
 $0
 $0
 $0
 $0
 $379,236
 $379,236
Value of Accelerated Vesting of Unvested Performance Share Units $0
 $0
 $0
 $0
 $951,084
 $951,084
 $951,084
 $1,809,097
 $1,809,097
Health and Welfare Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $66,150
Other Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $511,237
TOTAL $0
 $0
 $0
 $0
 $3,532,182
 $3,532,182
 $951,084
 $5,182,663
 $7,704,215
_________________________
*Includes $1,665 in respect of the difference in Mr. Mehnert’s fiscal 2018 Annual Incentive Plan target and his actual fiscal 2018 Annual Incentive Plan payout.

83


Scott T. Mikuen
Executive Benefits
and Payment		 Termination
by Harris
for Cause		 Voluntary
Termination/
Resignation		 Termination
by Executive
for Good
Reason		 Involuntary
Termination
by Harris
without
Cause		 Death Disability Retirement Change in
Control
without
Termination		 Termination
by Harris
without
Cause/by
Executive
for Good
Reason
Following
a Change
in Control
Cash Severance $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $1,950,000
Value of Accelerated Vesting of Unvested Options $0
 $0
 $0
 $0
 $2,244,267
 $2,244,267
 $0
 $2,639,536
 $2,639,536
Value of Accelerated Vesting of Unvested Restricted Stock Units $0
 $0
 $0
 $0
 $0
 $0
 $0
 $362,792
 $362,792
Value of Accelerated Vesting of Unvested Performance Share Units $0
 $0
 $0
 $0
 $848,771
 $848,771
 $848,771
 $1,639,185
 $1,639,185
Health and Welfare Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $64,838
Other Benefits $0
 $0
 $0
 $0
 $0
 $0
 $0
 $0
 $511,237
TOTAL $0
 $0
 $0
 $0
 $3,093,038
 $3,093,038
 $848,771
 $4,641,513
 $7,167,588

CEO PAY RATIO

We are required under Item 402(u) of Regulation S‑KS-K to calculate and disclose our “CEO pay ratio.” As permitted under SEC rules for such calculation and disclosure, from our total employee population of 17,494 full-time, part-time, seasonal and temporary workers as of May 1, 2018 (other than our CEO), we excluded all 781 non-U.S. employees1employees1 (less than 5% of total employees) and then identified the median employee based on W-2 taxable Medicare wages (Box 5) for the 12 months leading up to May 1, 2018, as reported to the Internal Revenue Service. We used the same median employee for our fiscal transition period ended January 3, 2020 as for fiscal 2018 in our pay ratio calculation, because there were no changes in our employee population (excluding L3 employees, as permitted under SEC rules) or employee compensation arrangements during our fiscal transition period ended January 3, 2020, that we believe would result in a significant change to our pay ratio disclosure. As noted, as a result of the Merger occurring during our fiscal transition period ended January 3, 2020, we excluded from our employee population data described above approximately 31,000 employees who were employees of L3 at the time of the Merger. We calculated such median employee’s annual total compensation of $97,422$58,426 for our fiscal 2018transition period ended January 3, 2020, in the same manner we calculated our CEO’s annual total compensation of $14,016,113$15,745,630 for our fiscal 2018,transition period ended January 3, 2020, as reported in the “Total” column of the Fiscal 2018Transition Period Summary Compensation Table on page 65.62. Based on this information, for our fiscal 2018transition period ended January 3, 2020, the ratio of the median of the annual total compensation of all employees (other than our CEO)CEO and former L3 employees) to the annual total compensation of our CEO was 1:144,269, which pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S‑K.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.
_____________
1 Approximate number of non-U.S. employees excluded, by jurisdiction: Australia (175), Canada (116), Germany (78), Pakistan (25), United Arab Emirates (16), United Kingdom (310) and 10 or fewer in each of Algeria, Brazil, Estonia, France, Hong Kong, India, Japan, Italy, Malaysia, Poland, Qatar, Romania, Saudi Arabia, Singapore and Taiwan.
1Approximate number of non-U.S. employees excluded, by jurisdiction: Australia (175), Canada (116), Germany (78), Pakistan (25), United Arab Emirates (16), United Kingdom (310) and 10 or fewer in each of Algeria, Brazil, Estonia, France, Hong Kong, India, Japan, Italy, Malaysia, Poland, Qatar, Romania, Saudi Arabia, Singapore and Taiwan.


85  L3HARRIS 2020 PROXY STATEMENT

REPORT OF THE
AUDIT COMMITTEE
OF L3HARRIS

The following Report of our Audit Committee does not constitute soliciting material and the Report should not be deemed filed or incorporated by reference into any other previous or future filings by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate this Report by reference therein.
The role of the Audit Committee is, among other things, to assist the Board of Directors (the “Board”) of L3Harris Technologies, Inc. (“L3Harris”) in its oversight of:
The integrity of Harris’ financial statements;
Harris’ compliance with relevant legal and regulatory requirements;
Harris’ internal control over financial reporting;
>the integrity of L3Harris’ financial statements;
The qualifications and independence of Harris’ independent registered public accounting firm; and
The performance of Harris’
>L3Harris’ compliance with relevant legal and regulatory requirements;
>L3Harris’ internal control over financial reporting;
>the qualifications and independence of L3Harris’ independent registered public accounting firm; and
>the performance of L3Harris’ internal audit function and independent registered public accounting firm.
The Board has determined that, in its business judgment, all members of theL3Harris’ Audit Committee are independent within the meaning of the listing standards of the NYSE,New York Stock Exchange, the Sarbanes-Oxley Act of 2002 and related rules of the SECSecurities and Harris’Exchange Commission (“SEC”) and L3Harris’ Director Independence Standards.
Harris’
L3Harris’ management is responsible for the preparation, presentation and integrity of Harris’L3Harris’ financial statements and the effectiveness of Harris’L3Harris’ system of internal control over financial reporting and disclosure controls and procedures. Management and theL3Harris’ Internal Audit department are responsible for maintaining and evaluating appropriate accounting and financial reporting practices and internal controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Harris’L3Harris’ independent registered public accounting firm for its fiscal 2018,transition period, Ernst & Young LLP (“EY”), iswas responsible for auditing Harris’L3Harris’ consolidated financial statements and expressing an opinion as to whether such financial statements are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States. EY also iswas responsible for auditing the effectiveness of Harris’L3Harris’ internal control over financial reporting. Representatives of EY attended all regularly scheduled meetings of the Audit Committee during the fiscal 2018.transition period. The Audit Committee has met and held discussions with management, the head of Internal Audit and EY. The Audit CommitteeEY, and discussed with the internal auditors and EY the overall scope of, and plans for, their respective audits and the identification of audit risks. The Audit Committee also met with EY and the head of Internal Audit, the Principal Accounting Officer and the Chief Financial Officer, with and without management present, to discuss the results of their respective examinations, the reasonableness of significant judgments, the evaluations of Harris’L3Harris’ internal control over financial reporting and the overall quality of Harris’L3Harris’ financial reporting. Management has represented to the Audit Committee that Harris’L3Harris’ consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles.
In the performance of its oversight function,functions, the Audit Committee has:
Reviewed and discussed with management and EY Harris’
>reviewed and discussed with management and EY L3Harris’ internal control over financial reporting, including a review of management’s report on its assessment and EY’s audit of the effectiveness of L3Harris’ internal control over financial reporting and any significant deficiencies or material weaknesses;
>considered, reviewed and discussed the audited financial statements with management and EY, including a discussion of the quality of the accounting principles, the reasonableness thereof, significant adjustments, if any, and the clarity of disclosures in the financial statements, as well as critical accounting policies and other financial accounting and reporting principles and practices;
>discussed with EY the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees, and No. 2410, Related Parties;

  L3HARRIS 2020 PROXY STATEMENT  86
Considered, reviewed and discussed the audited financial statements with management and EY, including a discussion of the quality of the accounting principles, the reasonableness thereof, significant adjustments, if any, and the clarity of disclosures in the financial statements, as well as critical accounting policies and other financial accounting and reporting principles and practices;
Discussed with EY the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees, and No. 2410, Related Parties;
Received, reviewed and discussed the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with the Audit Committee concerning independence, and has discussed with EY its independence;
Reviewed the services provided by EY other than its audit services and considered whether the provision of such other services by EY is compatible with maintaining its independence, discussed with EY its independence, and concluded that EY is independent from Harris and its management; and
Reviewed the contents of SEC-required certification statements from the CEO and Chief Financial Officer and also discussed and reviewed the process and internal controls for providing reasonable assurances that the financial statements included in the Harris Annual Report on Form 10-K for the fiscal year ended June 29, 2018 are true in all important respects, and that the report contains all appropriate material information of which they are aware.

85

>received, reviewed and discussed the written disclosures and the letter from EY required by applicable requirements of the Public Company Accounting Oversight Board regarding EY’s communications with an audit committee concerning independence, and discussed with EY its independence;
>reviewed the services provided by EY other than its audit services and considered whether the provision of such other services by EY is compatible with maintaining its independence, discussed with EY its independence, and concluded that EY is independent from L3Harris and its management; and

>reviewed the contents of SEC-required certification statements from the Chief Executive Officer and Chief Financial Officer and also discussed and reviewed the process and internal controls for providing reasonable assurances that the financial statements included in L3Harris’ Transition Report on Form 10-KT for the fiscal transition period ended January 3, 2020 are true in all important respects, and that the report contains all appropriate material information of which they are aware.
In reliance on the reports, reviews and discussions described in this Report, the Audit Committee has recommended to the Board, and the Board has approved, that the audited financial statements be included in Harris’ AnnualL3Harris’ Transition Report on Form 10-K10-KT for the fiscal yeartransition period ended June 29, 2018,January 3, 2020, for filing with the SEC. The Audit Committee also has appointed, and has requested shareholder ratification of theits appointment of, EY as Harris’L3Harris’ independent registered public accounting firm for the fiscal year ending June 28, 2019.January 1, 2021.
Submitted on August 24, 2018February 27, 2020 by the Audit Committee of the Board of Directors.Directors of L3Harris Technologies, Inc.
Gregory T. Swienton,
Lewis Kramer, Chairperson Sallie

B. Bailey

Peter W. Chiarelli

Thomas A. DattiloCorcoran
Roger B. Fradin
Terry D. Growcock
87  L3HARRIS 2020 PROXY STATEMENT


PROPOSAL 3:
RATIFICATION OF APPOINTMENT
OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

PROPOSAL 3:   RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Proposal 3: Ratification of the Appointment of Independent Registered Public Accounting Firm
 
Our Board unanimously
recommends voting
FOR ratification of
appointment of Ernst
& Young LLP as our
independent registered
public accounting firm
for the fiscal year ending June 28, 2019
January 1, 2021.

FOR
þ

•
>Independent accounting firm with breadth of knowledge, support and expertise of accessible national officeoffice.
•
>Significant industry and government contracting expertiseexpertise.
•
>Periodic mandated rotation of audit firm’s lead engagement partnerpartner.

More specific information relevant to this proposal can be found below and in the following sections:
•
Fees paid to independent registered public accounting firm - page 87
•
Pre-approval of audit and non-audit services - pages 87 - 88

Proposal Overview
Our Audit Committee has appointed EYErnst & Young LLP (“EY”) to audit our books and accounts and internal control over financial reporting for the fiscal year ending June 28, 2019. With respect to the proposal to ratify the appointmentJanuary 1, 2021. Although not required by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019, you may:
Vote “For” ratification;
Vote “Against” ratification; or
“Abstain” from voting on this proposal.
Although applicable law, does not require shareholder ratification of the appointment, our Board believes that obtaining shareholder ratification of the appointment is a sound corporate governance practice. If our shareholders do not ratify the appointment of EY, our Audit Committee will reconsider whether to retain EY, and may retain EYeither do so or hire another firm without resubmitting the matter to shareholders for approval. We expect that a representative of EY will be present at the 20182020 Annual Meeting to respond to appropriate questions from shareholders and to make a statement if he or she desires to do so.
As provided in our Audit Committee’s charter and as discussed above, our Audit Committee is responsible for directly appointing, compensating, retaining, terminating and overseeing our independent registered public accounting firm. Although we have a very long-standing relationship with EY, our Audit Committee frequently evaluates the independence and effectiveness of our independent registered public accounting firm and its personnel, andas well as the cost and quality of its audit and audit-related services. Our Audit Committee retains the discretion at any time to appoint a different independent registered public accounting firm. In accordance with sound corporate governance practices and in order to ensure that our Audit Committee and our shareholders are receiving the best and most cost-effective audit services available, our Audit Committee periodically considers issuing a request“request for proposal fromproposal” to EY and other large nationally recognized accounting firms with regard to our audit engagement. A determination to use a request for proposal processengagement, which could result in a firm other than EY providing audit engagement services to us in later years. Our Audit Committee retains the discretion at any time to appoint a different independent registered public accounting firm.

86


Vote Requiredused this process in connection with its selection and Related Matters
The affirmative vote of a majority of the shares present or represented at the 2018 Annual Meeting of Shareholders and entitled to vote on this proposal will be required to ratify our Audit Committee’s appointment of EY as our independent registered public accounting firm for fiscal year 2019. Abstaining from voting on this proposal will have the effect of a vote against ratification of the appointment of our independent registered public accounting firm. Any broker non-votes will have no effect on the ratification of the appointment of our independent registered public accounting firm; however, because brokers, banks and other nominees are permitted under NYSE rules to vote on this routine proposal even if such broker, bank or other nominee does not receive voting instructions, we do not expect broker non-votes on this routine proposal.
Board Voting Recommendation Regarding Proposal 3
Our Board of Directors unanimously recommends voting “FOR” ratification of our Audit Committee’s appointment of EY as our independent registered public accounting firm for the fiscal year ending June 28, 2019. If not otherwise specified, proxies will be voted “FOR” approvalJanuary 1, 2021.

  L3HARRIS 2020 PROXY STATEMENT  88

Fees Paid to Independent Registered Public Accounting Firm
EY served as our independent registered public accounting firm for theour fiscal yeartransition period ended June 29, 2018.January 3, 2020. In addition to the engagement to audit our fiscal transition period financial statements and internal control over financial reporting and to review the financial statements included in our quarterly reports on Form 10-Q, EY also was engaged by us during our fiscal 2018transition period to perform certain tax services. The following table presents fees for professional audit services and other services rendered by EY for the fiscal transition period ended January 3, 2020 and the fiscal years ended June 29, 201828, 2019 and June 30, 2017:29, 2018:

  Fiscal Transition Period  Fiscal 2019  Fiscal 2018 
Audit Fees(1)
 $14,922,674  $9,679,000  $12,243,000 
Audit-Related Fees(2)
 $6,431  $0  $0 
Tax Fees(3)
 $460,529  $455,000  $1,425,000 
All Other Fees(4)
 $10,615  $0  $0 
Total $15,400,249  $10,134,000  $13,668,000 
(1)Audit fees included fees associated with the annual audit and the audit of internal control over financial reporting, as well as reviews of our quarterly reports on Form 10-Q, SEC registration statements and other filings, comfort letter procedures, accounting and reporting consultations and statutory audits required internationally for certain of our subsidiaries.

 Fiscal 2018 Fiscal 2017
Audit Fees1
$12,243,000
 $12,595,427
Audit-Related Fees2
0
 2,500,000
Tax Fees3
1,425,000
 3,606,000
All Other Fees4
0
 0
Total$13,668,000
 $18,701,427
(2)No audit-related services were rendered or fees billed for fiscal 2019 or 2018.

(3)Tax fees for our fiscal transition period consisted of $204,142 related to tax compliance, including foreign and domestic return preparation and transfer pricing studies, and $256,387 related to tax planning and tax advisory services. Tax fees for fiscal 2019 consisted of $125,000 related to tax compliance, including foreign and domestic return preparation and transfer pricing studies, and $330,000 related to tax planning and tax advisory services. Tax fees for fiscal 2018 consisted of $782,000 related to tax compliance, including foreign and domestic return preparation and transfer pricing studies, and $643,000 related to tax planning and tax advisory services.

(4)
For fiscal 2019 and 2018, no professional services were rendered or fees billed for services not included within Audit Fees, Audit-Related Fees or Tax Fees.
1 Audit fees included fees associated with the annual audit and the audit of internal control over financial reporting, including purchase accounting and audit procedures relating to our acquisition of Exelis, as well as reviews of our quarterly reports on Form 10-Q, SEC registration statements and other filings, comfort letter procedures, accounting and reporting consultations and statutory audits required internationally for certain of our subsidiaries.
2 No audit-related services were rendered or fees billed for fiscal 2018. Audit-related fees for fiscal 2017 primarily related to audit services for a “carve-out” audit required in connection with a divestiture in fiscal 2017.
3 Tax fees for fiscal 2018 consisted of $782,000 related to tax compliance, including foreign and domestic return preparation and transfer pricing studies, and $643,000 related to tax planning and tax advisory services. Tax fees for fiscal 2017 consisted of $1,226,000 related to tax compliance, including foreign and domestic return preparation and transfer pricing studies, and $2,380,000 related to tax planning and tax advisory services.
4 For fiscal 2018 and fiscal 2017, no professional services were rendered or fees billed for services not included within Audit Fees, Audit-Related Fees or Tax Fees.
EY did not perform any professional services related to financial information systems design and implementation for us in our fiscal 2018transition period or in fiscal 2019 or fiscal 2017.2018.

Our Audit Committee has determined in its business judgment that the provision of the services described above is compatible with maintaining EY’s independence.

Pre-Approval of Audit and Non-Audit Services
Under our Audit Committee Pre-Approval Policy and Procedures, as adopted by our Audit Committee, our Audit Committee must pre-approve all audit and non-audit services provided by our independent registered public accounting firm to ensure that the provision of such services does not impair the firm’s independence. The policy utilizes a framework of both general pre-approval for certain specified services and specific pre-approval for all other services.
Early in each fiscal year, our Audit Committee reviews and, as it deems appropriate, pre-approves the audit services and any audit-related services, tax services and other services to be performed by our independent registered public accounting firm, together with specific details regarding such services anticipated to be required for such fiscal year including, when available, estimated fees. Our Audit Committee periodically reviews the services provided to date and the actual fees against the estimates, and such fee amounts may be updated to the extent appropriate at regularly scheduled meetings of our Audit Committee. Additional pre-approval is required before actual fees for any service can exceed the originally pre-approved amount. Our Audit Committee also may revise the list of pre-approved services and related fees from time to time. AllOur Audit Committee followed this same process for the fiscal transition period, and all of the

87


services described as “Audit Fees,” “Audit-Related Fees” and “Tax Fees” in the table above and related notes were pre‑approvedpre-approved in accordance with this policy.
If we seek to engage our independent registered public accounting firm for other services that are not considered subject to general pre-approval as described above, then our Audit Committee must approve such specific engagement as well as the estimated fees. Such engagement will be presented to our Audit Committee for pre-approval at its next regularly scheduled meeting. If the timing of the project requires an expedited decision, then we may ask the Chairperson of our Audit Committee to pre-approve such engagement. Any such pre-approval by the Chairperson is then presented to our full Audit Committee for ratification at the next Audit Committee meeting. In any event, pre-approval of any engagement by our Audit Committee or the Chairperson of our Audit Committee is required before our independent registered public accounting firm may commence any engagement. Additional pre-approval is required before any fees can exceed approved fees for any such specifically approved services.

88

89  L3HARRIS 2020 PROXY STATEMENT

OVERVIEW OF
PROPOSALS 4, 5 AND 6
Proposals 4, 5, and 6 each request that shareholders approve an amendment to modernize our Restated Certificate of Incorporation as follows:
>Remove supermajority voting and “fair price” requirements for business combinations involving interested shareholders (Proposal 4)

>Remove the “anti-greenmail” provision (Proposal 5)

>Remove the requirement that we have cumulative voting for directors if there is a 40% shareholder (Proposal 6)
Each of these proposed amendments to our Restated Certificate of Incorporation will be voted on separately, and they are not conditioned on one another or on the approval of any other proposal to be presented at the Annual Meeting. We describe these proposals and the related amendments in more detail below.
PROPOSAL 4:
TO AMEND OUR RESTATED CERTIFICATE
OF INCORPORATION TO ELIMINATE
SUPERMAJORITY VOTING AND “FAIR
PRICE” REQUIREMENTS FOR BUSINESS
COMBINATIONS INVOLVING INTERESTED
SHAREHOLDERS

Our Board unanimously
recommends voting FOR
the amendment to
our Restated Certificate of
Incorporation to eliminate
the supermajority
voting and “fair price”
requirements for business
combinations involving
interested shareholders.

>  The supermajority voting and “fair price” requirements for business combinations involving interested shareholders were designed to protect our shareholders against hostile takeovers by activist investors.
>  Our Board believes the concerns that prompted adopting such supermajority voting and “fair price” requirements in 1984 are now adequately addressed by the corporate law of Delaware, the state in which we are incorporated.
>  Eliminating these requirements would modernize our Restated Certificate of Incorporation and be more consistent with current corporate governance best practices and governance practices of other S&P 500 companies.

BACKGROUND ON OUR SUPERMAJORITY VOTING AND “FAIR PRICE” REQUIREMENTS
Article Ninth of our Restated Certificate of Incorporation (“Article Ninth”) contains two requirements, approved by our shareholders in 1984, which were originally intended to protect our shareholders against hostile takeovers by activist investors:
>
Supermajority voting requirement. Article Ninth requires the affirmative vote of holders of at least 80% of our common stock to approve certain business combinations involving an interested shareholder (generally defined for this purpose as a holder of more than 10% of our common stock). Article Ninth includes exceptions to this supermajority voting requirement

  L3HARRIS 2020 PROXY STATEMENT  90


if the business combination with the interested shareholder either has been approved by a majority of our “continuing directors” (as defined in Article Ninth) or satisfies the “fair price” requirement described below. If either of these exceptions applies, the business combination with the interested shareholder instead would be subject to the usual voting requirements of the Delaware General Corporation Law (the “DGCL”).
>
“Fair price” requirement. The “fair price” exception (to the supermajority voting requirement) in Article Ninth requires that the consideration to be received by shareholders in the business combination with the interested shareholder meet or exceed the highest of certain prices previously paid by the interested shareholder and be in cash or generally the same form as previously paid by the interested shareholder. These criteria as to amount and form of consideration, in addition to certain notice and information criteria, were common elements of a “fair price” requirement, an anti-takeover measure intended to defend against two-tiered tender offers in which a potential acquirer offers one price for shares needed to gain control of a target company and a lower price (or other less attractive consideration) for the remaining shares, which can pressure shareholders to tender their shares for the tender offer price regardless of their value. A standard “fair price” provision encourages a potential acquirer to negotiate with a company’s board of directors by requiring the potential acquirer to pay a “fair price” for all shares based on a formula or other criteria unless the acquirer’s offer satisfies specified approval requirements of the company’s board of directors or shareholders.

WHY WE PROPOSE TO ELIMINATE THESE REQUIREMENTS
In the years since our shareholders approved these supermajority and “fair price” requirements, Delaware corporate law has been amended to provide similar protections. Specifically, Section 203 of the DGCL disallows a business combination involving an interested shareholder (defined for this purpose as a shareholder owning more than 15% of a company’s voting stock) for a period of three years after the shareholder became an interested shareholder, unless:
>the company’s board approved either the business combination or the transaction that resulted in the shareholder becoming an interested shareholder prior to such business combination or transaction;
>the shareholder owned at least 85% of the company’s outstanding voting stock (excluding shares owned by persons who are directors and also officers of the company and shares owned by certain employee benefit plans) upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder; or
>the business combination was approved by the company’s board of directors and by the affirmative vote of at least 66 and 2/3% of the company’s outstanding voting stock not owned by the interested shareholder.
Our Nominating and Governance Committee and our Board believe that Section 203 of the DGCL sufficiently protects our shareholders against the concerns that Article Ninth of our Restated Certificate of Incorporation sought to address, making Article Ninth no longer necessary. Our Nominating and Governance Committee and our Board therefore believe that eliminating Article Ninth is in the best interests of L3Harris and our shareholders and also would be consistent with current corporate governance best practices and the governance practices of other S&P 500 companies.
On the recommendation of our Nominating and Governance Committee, our Board unanimously approved, and recommends that our shareholders approve an amendment to our Restated Certificate of Incorporation to eliminate the supermajority voting and “fair price” requirements for business combinations involving interested shareholders by eliminating Article Ninth based on the determination of our Nominating and Governance Committee and our Board that such an amendment is in the best interests of L3Harris and our shareholders because Article Ninth is not necessary considering the similar protections afforded by Section 203 of the DGCL and eliminating Article Ninth would be consistent with current corporate governance best practices and governance practices of other S&P 500 companies.
WHAT HAPPENS IF SHAREHOLDERS APPROVE THIS PROPOSAL
If this proposal is approved, Article Ninth’s supermajority voting and “fair price” requirements for business combinations involving interested shareholders would no longer apply, and Article Ninth would be eliminated entirely from our Restated Certificate of Incorporation.
The primary effects of eliminating Article Ninth would be that, for business combinations previously covered by Article Ninth, the business combination would be subject to Board approval, and if the DGCL requires a shareholder vote, to the affirmative vote of shareholders required by the DGCL (including Section 203, if applicable) and our governing documents.
If this proposal is approved, it will become effective upon our filing of an amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware promptly after the 2020 Annual Meeting. Such amendment will amend and restate Article Ninth to read in its entirety as follows: “NINTH: Reserved.” If this proposal is not approved, Article Ninth will remain unchanged and as currently in effect.

91  L3HARRIS 2020 PROXY STATEMENT

PROPOSAL 5:
TO AMEND OUR RESTATED CERTIFICATE
OF INCORPORATION TO ELIMINATE THE
“ANTI-GREENMAIL” PROVISION

Our Board unanimously
recommends voting
FOR the amendment to
our Restated Certificate of
Incorporation to eliminate
the “anti-greenmail”
provision.

>  “Anti-greenmail” provisions were commonly implemented in the 1980s to prohibit companies from making “greenmail” payments – premium payments to activist investors.
>  Our Board believes that our anti-greenmail provision is no longer necessary to combat the threats that it was originally intended to address when adopted in 1985, due to subsequent laws that sufficiently deter “greenmail” payments and the behavior of activist investors that originally prompted those payments.
>  Anti-greenmail provisions now are less common among S&P 500 companies, and our Board believes eliminating our anti-greenmail provision is consistent with current corporate governance best practices.

BACKGROUND ON OUR “ANTI-GREENMAIL” PROVISION
Article Tenth, Section 1 of our Restated Certificate of Incorporation contains an “anti-greenmail” provision. This provision requires that, if we wish to repurchase shares of our common stock from an interested shareholder (generally defined as one beneficially owning, directly or indirectly, 5% or more of our common stock) and we do not offer the same repurchase terms to our other shareholders, then we cannot repurchase the interested shareholder’s shares without the approval of the shares beneficially owned by the interested shareholder plus a majority of the remaining outstanding shares of our common stock.

WHY WE PROPOSE TO ELIMINATE THIS PROVISION
Our “anti-greenmail” provision, adopted in 1985, was designed to prohibit us from making premium payments to activist investors. It is now uncommon for S&P 500 companies to have “anti-greenmail” provisions in their certificates of incorporation, and such provisions are no longer necessary because federal and state laws exist that deter “greenmail” payments as well as the behavior of activist investors that originally prompted “greenmail” payments.
Our Nominating and Governance Committee and our Board believe that eliminating our “anti-greenmail” provision is in the best interests of L3Harris and our shareholders because it is no longer necessary to deter the threats it was intended to address when adopted. Also, our Nominating and Governance Committee and our Board believe that eliminating it would be consistent with current corporate governance best practices and governance practices of other S&P 500 companies and would modernize our Restated Certificate of Incorporation.

  L3HARRIS 2020 PROXY STATEMENT  92

WHAT HAPPENS IF SHAREHOLDERS APPROVE THIS PROPOSAL
The primary effect of eliminating our “anti-greenmail” provision would be that our Board would be able to authorize such a payment without shareholder approval if it determines the payment to be in the best interests of L3Harris and our shareholders.
As noted, our “anti-greenmail” provision is contained in Article Tenth, Section 1 of our Restated Certificate of Incorporation. Our Board also is separately proposing to eliminate Article Tenth, Section 2 of our Restated Certificate of Incorporation, as discussed in Proposal 6. For this reason, there are several different ways that the vote on this proposal could impact Article Tenth:
>If this proposal and Proposal 6 are both approved: we will file an amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware promptly after the 2020 Annual Meeting to amend and restate Article Tenth to read in its entirety: “TENTH: Reserved.”

>If neither this proposal nor Proposal 6 is approved: Article Tenth will not be amended and will remain unchanged and as currently in effect.

>If this proposal is approved, but Proposal 6 is not approved: we will file an amendment to our Restated Certificate of Incorporation with the Delaware Secretary of State promptly after the 2020 Annual Meeting to amend and restate Article Tenth to read in its entirety as set forth in Appendix B-1 to this proxy statement.

>If this proposal is not approved, but Proposal 6 is approved: we will file an amendment to our Restated Certificate of Incorporation with the Delaware Secretary of State promptly after the 2020 Annual Meeting to amend and restate Article Tenth to read in its entirety as set forth in Appendix B-2 to this proxy statement.

93  L3HARRIS 2020 PROXY STATEMENT

PROPOSAL 6:
TO AMEND OUR RESTATED CERTIFICATE
OF INCORPORATION TO ELIMINATE
THE CUMULATIVE VOTING PROVISION
THAT APPLIES WHEN WE HAVE A 40%
SHAREHOLDER

Our Board unanimously
recommends voting
FOR the amendment to
our Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when
we have a 40% shareholder.

>  The only cumulative voting requirement in our Restated Certificate of Incorporation is in Article Tenth, Section 2; it applies when we have a 40% shareholder and was originally adopted in 1985 as an anti-takeover measure.
>  Cumulative voting generally is rare among S&P 500 companies, and our Board believes that this limited cumulative voting right is not necessary to protect our shareholders against activist investors.
>  Our Board also believes that eliminating this limited cumulative voting right is consistent with current corporate governance best practices, the governance practices of other S&P 500 companies, and the majority voting standard that otherwise applies to the election of our directors.

BACKGROUND ON OUR CUMULATIVE VOTING PROVISION
Article Tenth, Section 2 of our Restated Certificate of Incorporation currently provides that when any shareholder holds 40% or more of our common stock, we must use cumulative voting for the election of directors.
Cumulative voting entitles each shareholder to one vote per share times the number of directors to be elected and allows a shareholder to allocate those votes among the director nominees in whatever manner the shareholder chooses. For example, a shareholder may concentrate voting power by allocating all of the shareholder’ votes to one director nominee or may distribute those votes among two or more director nominees. As a result, when cumulative voting is in effect, one shareholder (or group of shareholders) holding a relatively small number of shares may, by cumulating votes and applying them to certain director nominees, be able to elect one or more directors even if a majority of shareholders oppose their election.
WHY WE PROPOSE TO ELIMINATE THIS PROVISION
Our limited cumulative voting requirement (which applies when we have a 40% shareholder), adopted in 1985, was designed as an anti-takeover measure. Moreover, cumulative voting generally is rare among S&P 500 companies, and it is not consistent with the majority voting standard that normally applies to the election of our directors.
Our Nominating and Governance Committee and our Board believe that eliminating this limited cumulative voting right is in the best interests of L3Harris and our shareholders because it is not necessary to protect our shareholders against activist investors (as was the intention when it was adopted). In addition, our Nominating and Governance Committee and our Board believe that eliminating this limited cumulative voting right would be consistent with current corporate governance best practices and governance practices of other S&P 500 companies and with the majority voting standard that otherwise applies to the election of our directors, and would modernize our Restated Certificate of Incorporation.

  L3HARRIS 2020 PROXY STATEMENT  94

WHAT HAPPENS IF SHAREHOLDERS APPROVE THIS PROPOSAL
In general, Delaware corporate law provides that shareholders do not have the right to cumulatively vote their shares in any election of directors unless a company’s certificate of incorporation provides otherwise. Therefore, the primary effect of eliminating our cumulative voting provision would be that all director elections would be conducted using a standard voting method in which shareholders cast one vote per share per nominee, without regard for whether any shareholder owns 40% or more of our common stock, and the voting standard for director elections would continue to be a majority voting standard in uncontested elections and a plurality voting standard in contested elections.
The cumulative voting provision is contained in Article Tenth, Section 2 of our Restated Certificate of Incorporation. Our Board is also separately proposing to eliminate Article Tenth, Section 1 of our Restated Certificate of Incorporation, as discussed in Proposal 5. For this reason, there are several different ways that the vote on this proposal could impact Article Tenth:
>If Proposal 5 and this proposal are both approved: we will file an amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware promptly after the 2020 Annual Meeting to amend and restate Article Tenth to read in its entirety: “TENTH: Reserved.”
>If neither Proposal 5 nor this proposal is approved: Article Tenth will not be amended and will remain unchanged and as currently in effect.
>If Proposal 5 is approved, but this proposal is not approved: we will file an amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware promptly after the 2020 Annual Meeting to amend and restate Article Tenth to read in its entirety as set forth in Appendix B-1 to this proxy statement.

>If Proposal 5 is not approved, but this proposal is approved: we will file an amendment to our Restated Certificate of Incorporation with the Secretary of State of the State of Delaware promptly after the 2020 Annual Meeting to amend and restate Article Tenth to read in its entirety as set forth in Appendix B-2 to this proxy statement.

95  L3HARRIS 2020 PROXY STATEMENT

PROPOSAL 7:
SHAREHOLDER PROPOSAL TO PERMIT THE
ABILITY OF SHAREHOLDERS TO ACT BY
WRITTEN CONSENT

Our Board unanimously
recommends voting
AGAINST the shareholder
proposal to permit the
ability of shareholders to
act by written consent.

>  We received the shareholder proposal and supporting statement set forth below from John Chevedden. According to the information provided to us, John Chevedden, whose address is 2215 Nelson Avenue, No. 205, Redondo Beach, California 90278, owns more than $2,000 in market value of our common stock as of the date the proposal was submitted to us. The shareholder proposal is required to be voted on at our Annual Meeting only if properly presented at our Annual Meeting. In accordance with the applicable proxy statement regulations, the shareholder proposal and supporting statement, for which the Board of Directors of L3Harris accepts no responsibility, are as follows:

SHAREHOLDER PROPOSAL AND SUPPORTING STATEMENT
Proposal 7 - Adopt a Mainstream Shareholder Right - Written Consent

Shareholders request that our board of directors take the steps necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to give shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent.

Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 large companies in a single year. This included
67%-support at both Allstate and Sprint. This proposal topic also won 63%-support at Cigna Corp. (CI) in 2019. This proposal topic would have received higher votes than 63% to 67% at these companies if more shareholders had access to independent proxy voting advice.

Our high 25% threshold for shareholders to call a special meeting has bureaucratic pitfalls that trigger minor shareholder errors that could mean that 50% of shares would need to ask for a special meeting in order to be sure of obtaining the threshold of 25% of requests without errors. One can be sure that management will have an eagle eye to spot any errors.

The right for shareholders to act by written consent is gaining acceptance as a more important right than the right to call a special meeting. This also seems to be the conclusion of the
Intel Corporation (INTC) shareholder vote at the 2019 Intel annual meeting.

The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However Intel shareholders responded with greater support for written consent in 2019 compared to 2018.

After a 45%-vote (less than a majority vote) for a written consent shareholder proposal The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019.

Perhaps BK is starting a new trend in recognizing that a 45%-vote represents a majority vote from the shares that have access to independent proxy voting advice.

Written consent won 44%-support at Capital One Financial Corporation (COF) in 2018 and this increased to 56% support in 2019. Written consent won 47%-support at United Rentals, Inc. (URI) in 2018 and this increased to 51%-support in 2019. Written consent won 43%-support at Flowserve Corporation (FLS) in 2018 and this increased to 51%-support in 2019.

Please vote yes:
Adopt a Mainstream Shareholder Right - Written Consent - Proposal 7

  L3HARRIS 2020 PROXY STATEMENT  96

L3HARRIS’ RESPONSE TO THE SHAREHOLDER PROPOSAL
Our Board has considered the shareholder proposal carefully, believes it is unnecessary and not in the best interest of L3Harris and our shareholders and unanimously recommends voting AGAINST the shareholder proposal for the reasons set forth below. If not otherwise specified, proxies will be voted AGAINST the shareholder proposal.

Our Board believes that the ability of shareholders to act by written consent is not necessary because our shareholders currently have the right to call a special meeting. In 2012, our Board amended our By-Laws to allow shareholders holding 25% of our outstanding common stock to call a special meeting. The provisions in our By-Laws governing the ability to call a special meeting offer all shareholders a formal and well-informed, fair and equitable opportunity, including advance notice and thorough disclosure to all shareholders, to act rather than enabling a limited group of shareholders to act by written consent. Shareholder meetings provide an opportunity for discussion and interaction among shareholders so that all points of view may be considered prior to a vote.

By contrast, enabling a small group of shareholders to act by written consent could deprive the remaining shareholders of these important rights, while presenting an opportunity for special interest investors (including those who accumulate a short-term voting position through the borrowing of shares) with no fiduciary duties to other shareholders to initiate action with no prior notice either to the other shareholders or to L3Harris, thus precluding the opportunity for all shareholders to deliberate in an open and transparent manner and to consider arguments for and against any action, including our Board’s views and potential alternatives our Board might propose.

The ability of shareholders to act by written consent as reflected in the shareholder proposal also could cause confusion and disruption. For example, multiple shareholder groups could solicit written consents simultaneously, which could result in duplicative or contradictory written consents.

Our Board believes that matters of sufficient importance to warrant action between annual meetings of shareholders should not be decided without notification to all shareholders, the benefit of consideration and input by our Board and an opportunity for all shareholders to be heard and to vote at a meeting.

We are committed to engaging with our shareholders and listening to their perspectives. We regularly engage in discussions with investors, investor advocates and key opinion leaders on a broad variety of governance issues.

In addition to the right to call a special meeting and extensive shareholder outreach, we maintain other strong corporate governance practices that protect the rights of all shareholders, including:

>Annual election of directors, with majority voting and a resignation policy for directors in uncontested elections.

>Proxy access provisions (proactively adopted), which enable shareholders to nominate directors to be included in our proxy materials subject to satisfying procedural and eligibility requirements.

>Shareholders’ ability to submit proposals to be considered at our annual meetings.

>Lead Independent Director with expansive duties.

>Engaged, experienced and diverse Board, which held 17 Board and committee meetings during our fiscal transition period and 36 Board and committee meetings during our fiscal 2019.

>Shareholder access to our Board, as described in the “Communicating with our Board of Directors” section of this proxy statement beginning on page 22.

>No “poison pill.”

In summary, our Board opposes this shareholder proposal because our Board believes it is not necessary given the existing right of our shareholders to call special meetings, it could provide an opportunity for advancement of special interests and short-termism and it could potentially cause confusion and disruption. For these reasons, and in light of our strong commitment to corporate governance practices that protect the rights of all shareholders, our Board unanimously recommends voting AGAINST the shareholder proposal.

97  L3HARRIS 2020 PROXY STATEMENT
SHARE
OWNERSHIP

SHARES OWNED BY OUR DIRECTORS, NOMINEES AND
EXECUTIVE OFFICERS

The following table sets forthshows beneficial ownership of shares and equivalent units of our common stock, as of August 31, 2018,February 3, 2020, by: (a) each member of our Board, including the nominees for election at the 20182020 Annual Meeting; (b) our CEO and each other named executive officer; and (c) all of our then-serving directors and executive officers as a group. Except as otherwise noted, the named individual had sole voting and investment power with respect to the securities.

NameShares Beneficially Owned
Shares
Owned(1)
Shares Under
Exercisable Options(2)
Total Shares
Beneficially Owned(3)
Percentage
of Shares
DIRECTORS AND NOMINEES    
Sallie B. Bailey1,604—1,604*
Peter W. Chiarelli1,412—1,412*
Thomas A. Corcoran22,078—22,078*
Thomas A. Dattilo3,412—3,412*
Roger B. Fradin1,137—1,137*
Lewis Hay III15,440—15,440*
Lewis Kramer19,690—19,690*
Rita S. Lane2,226—2,226*
Robert B. Millard224,784—224,784*
Lloyd W. Newton11,424—11,424*
NAMED EXECUTIVE OFFICERS    
William M. Brown†
367,4741,385,5631,753,037*
Christopher E. Kubasik†
73,160408,381481,541*
Jesus Malave, Jr.---
-
Todd W. Gautier17,60828,72946,337*
Edward J. Zoiss21,29272.79994,091*
All Directors and Executive Officers, as a group (20 persons)(4)
967,0462,151,4053,118,4511.4%

NameShares Beneficially Owned Stock
Equivalent
Units(4)
Shares
Owned(1)		 Shares Under
Exercisable Options(2)		 Total Shares
Beneficially Owned(3)		 Percentage
of Shares		 
DIRECTORS AND NOMINEES:         
James F. Albaugh1,725
 —
 1,725
 *
 2,066
Sallie B. Bailey492
 —
 492
 *
 167
Peter W. Chiarelli1,000
 —
 1,000
 *
 9,575
Thomas A. Dattilo1,000
 —
 1,000
 *
 10,000
Roger B. Fradin725
 —
 725
 *
 1,827
Terry D. Growcock2,021
 —
 2,021
 *
 3,592
Lewis Hay III5,228
 —
 5,228
 *
 21,777
Vyomesh I. Joshi1,000
 —
 1,000
 *
 6,717
Leslie F. Kenne1,000
 —
 1,000
 *
 17,393
James C. Stoffel1,000
 —
 1,000
 *
 360
Gregory T. Swienton1,000
 —
 1,000
 *
 26,245
Hansel E. Tookes II2,000
 —
 2,000
 *
 16,336
NAMED EXECUTIVE OFFICERS:         
William M. Brown†233,474
 1,496,366
 1,729,840
 1.47% 145,918
Rahul Ghai10,603
 72,703
 83,306
 *
 23,775
Sheldon J. Fox54,136
 222,661
 276,797
 *
 20,278
Dana A. Mehnert78,380
 109,141
 187,521
 *
 22,037
Scott T. Mikuen51,146
 168,956
 220,102
 *
 20,646
All Directors and Executive Officers, as a group (22 persons)(5)510,699
 2,438,145
 2,948,844
 2.51% 412,345
________________________
*Less than 1%.

†Also serves asMr. Brown, our Chief Executive Officer, also is a director and Chairman of our Board. Mr. Kubasik, our President and Chief Operating Officer, also is a director and Vice Chairman of our Board.

(1)
Includes shares over which the individual or his or her immediate family members hold or share voting and/or investment power and excludes shares listed under the “Shares Under Exercisable Options” and “Stock Equivalent Units” columns. column.For each non-employee director, other than Ms. Bailey and Messrs. Albaugh and Fradin, also includes 333412 unvested restricteddirector share units in respect of an award of 1,000 restricted units granted on February 10, 2016 thatOctober 25, 2019 under the Harris Corporation 2015 Equity Incentive Plan. The director share units generally will fully vest ratably over three years, providedon the non-employee director continuously serves as a director on our Board throughone-year anniversary of the applicable vestinggrant date, and are payable in shares of our common stock. Unvested restricted units may not be sold or otherwise transferred; will be immediately forfeited in the eventsubject to the non-employee director’s continued service as a director on our Board terminates for any reason other than death, disability, retirement, resignation or failure to be re-nominated or elected to our Board (excluding, inand the caseterms and conditions of such failure to be re-nominated or elected, a termination of service due to cause or misconduct); and will become fully vested upon a change in control of Harris. For Ms. Bailey, includes 492 unvested restricted shares granted on May 3, 2018, and for each of Messrs. Albaugh and Fradin, also includes 483 unvested restricted shares in respect of an award of 725 restricted shares granted on November 2, 2016, in each case, that vest ratably over three years, provided the non-employee director’s director continuously serves as a director on our Board through the applicable vesting date, as discussed above under “Director Compensation and Benefits.” share unit agreement.For our named executive officers and other executive officers, includes shares owned through our retirement plan.

(2)Includes shares underlying options granted by us that are exercisable as of August 31, 2018February 3, 2020 and shares underlying options that become exercisable within 60 days thereafter.

(3)Represents the total of shares listed under the “Shares Owned” and “Shares Under Exercisable Options” columns.

(4)For non-employee directors, represents stock equivalent units credited under our 1997 Directors’ Plan and our Directors’ Deferred Compensation Plan discussed above under “Director Compensation and Benefits.” Stock equivalent units deferred under our 1997 Directors’ Plan and our Directors’ Deferred Compensation Plan are settled in cash following a director’s resignation, retirement or death, may not be voted and may be reallocated into other investment alternatives, as discussed above under “Director Compensation and Benefits.”
For named executive officers and other executive officers, includes amounts deferred in the form of stock equivalent units under our SERP, which are settled in cash following, or under certain circumstances prior to, retirement, may not be voted and may be reallocated into other investment alternatives. For named executive officers and other executive officers, also includes performance share units and restricted stock units that have been granted and for which the performance period or restricted period has not ended and which have not vested and are subject to adjustment, including as follows for our named executive officers: Mr. Brown — 112,912 performance share units and 33,006 restricted stock units; Mr. Ghai — 18,201 performance share units and 5,574 restricted stock units; Mr. Fox — 15,537 performance share units and 4,242 restricted stock units; Mr. Mehnert — 16,034 performance share units and 4,490 restricted stock units; and Mr. Mikuen — 15,056 performance share units and 4,461 restricted stock units. Amounts in this column are not included in the “Total Shares Beneficially Owned” column.
(5)The shares reported as beneficially owned by all directors and executive officers, as a group, include 1,458 shares of restricted stock awarded to certain directors and executive officers for which the restriction period had not expired and as to which such directors and executive officers have sole voting power, but no investment power. No directors or executive officers have pledged any shares of our common stock, nor are any such persons permitted to make any such pledge under our policies.

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  L3HARRIS 2020 PROXY STATEMENT  98


PRINCIPAL SHAREHOLDERS
Pursuant to SEC rules requiring disclosure regarding any persons known to us to be a beneficial owner of more than 5% of our common stock, the following table sets forthshows beneficial ownership of our common stock, as of August 31, 2018,February 28, 2020, by each person who has reported to the SEC beneficial ownership of more than 5% of our common stock, based on the reports filed by these persons:
Name and Address of Beneficial Owner
Amount and Nature of
Beneficial Ownership
Percent of Class
The Vanguard Group
18,808,425(1)
8.5%(1)
100 Vanguard Boulevard Percent of Class
T. Rowe Price Associates, Inc.
100 E. Pratt Street
Baltimore, MD 21202
14,557,742(1)
Malvern, PA 19355		 
12.2%(1)
   
BlackRock, Inc.
17,211,998(2)
7.8%(2)
55 East 52nd Street 
The Vanguard Group
100 Vanguard Boulevard
Malvern, PA 19355
13,214,444(2)
New York, NY 10055		 
11.08%(2)
   
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
8,600,628(3)
7.2%(3)

__________________________
(1)
Based on information contained in Amendment No. 29 to Schedule 13G filed with the SEC on February 14, 201810, 2020 by T. Rowe Price Associates, Inc.The Vanguard Group indicating that, as of December 31, 2017, T. Rowe Price Associates, Inc.2019, The Vanguard Group had sole voting power over 5,129,473331,335 shares, shared voting power over 64,464 shares, sole dispositive power over 18,428,583 shares and shared dispositive power over 379,842 shares.
(2)Based on information contained in Schedule 13G filed with the SEC on February 5, 2020 by BlackRock, Inc. indicating that, as of December 31, 2019, BlackRock, Inc. had sole voting power over 15,637,261 shares, shared voting power over 0 shares, sole dispositive power over 14,548,92417,211,998 shares and shared dispositive power over 0 shares.
(2)
Based on information contained in Amendment No. 7 to Schedule 13G filed with the SEC on February 9, 2018 by The Vanguard Group indicating that, as of December 31, 2017, The Vanguard Group had sole voting power over 169,603 shares, shared voting power over 33,816 shares, sole dispositive power over 13,015,251 shares and shared dispositive power over 199,193 shares.
(3)
Based on information contained in Amendment No. 9 to Schedule 13G filed with the SEC on January 25, 2018 by BlackRock, Inc. indicating that, as of December 31, 2017, BlackRock, Inc. had sole voting power over 7,632,428 shares, shared voting power over 0 shares, sole dispositive power over 8,600,628 shares and shared dispositive power over 0 shares.

DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE16(A) REPORTS
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, as well as persons who own more than 10% of our outstanding shares of common stock, to file reports of ownership and changes in ownership of our securities with the SEC. We have procedures in place to assist our directors and executive officers in preparing and filing these reports on a timely basis.
Based solely on a review of the forms furnished to us, or written representations from certain persons that no FormsForm 5 werewas required, we believe that all required forms have beenwere timely filed for our fiscal 2018 with the exceptiontransition period.

99  L3HARRIS 2020 PROXY STATEMENT
SHAREHOLDER
SHAREHOLDER NOMINEES FOR DIRECTOR NOMINATIONS
AND OTHER SHAREHOLDER PROPOSALS FOR 2019 ANNUAL MEETING OF SHAREHOLDERS
A shareholder who intends to
To nominate a person for election to our Board or to present a proposal for consideration in either case, at the 20192021 Annual Meeting of Shareholders, a shareholder must deliver written notice of suchsend the nomination or proposal to our Secretary within the applicable timeframe and with the information required by our By-Laws and, if applicable, SEC regulations at Harris Corporation,the following address: L3Harris Technologies, Inc., 1025 West NASA Boulevard, Melbourne, Florida 32919, which notice must be received within the applicable timeframe32919. The timeframes and requirements are described below and must include all of the specific information or other documents required by our By-Laws and otherwise must comply with the requirements set forth in our By-Laws, and if applicable, with SEC regulations.
With respect to a shareholder nomination of a person for election to our Board at the 2019 Annual Meeting of Shareholders, written notice must be received by our Secretary as follows:
no earlier than April 13, 2019 and no later than May 13, 2019 (no earlier than 150 days and no later than 120 days before September 10, 2019, the anniversary of the date we mailed our proxy statement for the 2018 Annual Meeting of Shareholders), in the case of a nomination submitted for inclusion in Harris-sponsored proxy materials for that meeting pursuant to the proxy access provision of our By-Laws; and
no earlier than June 28, 2019 and no later than July 28, 2019 (not more than 120 nor less than 90 days prior to October 26, 2019, the first anniversary date of the 2018 Annual Meeting of Shareholders), in the case of adetail below.

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nomination submitted pursuant to our By‑Laws but not pursuant to the proxy access provision of our By‑Laws (in which case we are not required to include the nomination in Harris-sponsored proxy materials for that meeting).
With respect to other shareholder proposals for consideration at the 2019 Annual Meeting of Shareholders, written notice must be received by our Secretary as follows:
no later than May 13, 2019, in the case of a proposal submitted for inclusion in Harris-sponsored proxy materials for that meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended; and
no earlier than June 28, 2019 and no later than July 28, 2019 (not more than 120 nor less than 90 days prior to October 26, 2019, the first anniversary date of the 2018 Annual Meeting of Shareholders), in the case of a proposal submitted pursuant to our By‑Laws and not pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (in which case we are not required to include the proposal in Harris-sponsored proxy materials for that meeting).
However, the applicable timeframes described above would be different if the 2019 Annual Meeting of Shareholders is scheduled to be held on a date outside the period that commences on September 26, 2019 and ends on November 25, 2019 or if the number of directors to be elected to our Board of Directors at the 2019 Annual Meeting of Shareholders is increased and either all of the nominees for director at the 2019 Annual Meeting of Shareholders or the size of the increased Board of Directors is not publicly announced or disclosed by us by July 18, 2019.
We refer shareholders intending to submit a nomination or proposal to our By-Laws for more detailed information. A copy of our By-Laws is available on the Corporate Governance section of our website at harris.com/about/corporate-governance. or may be obtained by written request to our Secretary at the address above. A nomination or proposal submitted by a shareholder that does not supply adequatethe required information about a nominee or proposal and the shareholder submitting the nomination or proposal, or that does not comply with our By-Laws, will be disregarded.

DIRECTOR NOMINATIONS BY PROXY ACCESS

To submit a nomination for inclusion in L3Harris-sponsored proxy materials pursuant to the proxy access provision of our By-Laws, written notice must be received by our Secretary no earlier than October 14, 2020, and no later than November 13, 2020. The notice must include the information and documents specified in Article II, Section 11 of our By-Laws.

OTHER DIRECTOR NOMINATIONS

To submit a nomination pursuant to our By-Laws, but not pursuant to the proxy access provision of our By-Laws, written notice must be received by our Secretary no earlier than December 25, 2020, and no later than January 24, 2021. The notice must include the information and documents specified in Article II, Section 8 of our By-Laws. We will not be required to include the nomination in our proxy materials.

You must include the following information about the proposed nominee (and other information and documents specified in Article II, Section 8 of our By-Laws): name, age, principal occupation or employment, information as to whether the nominee is eligible for consideration as an independent director and the written consent of the nominee to serve as a director if elected and, if applicable, to be named in the proxy statement as a nominee.

Shareholders should note that the applicable timeframes described above for director nominations will change if the number of directors to be elected to our Board of Directors at the 2021 Annual Meeting of Shareholders is increased.

OTHER PROPOSALS BY SHAREHOLDERS

To submit a proposal for inclusion in L3Harris-sponsored proxy materials pursuant to SEC Rule 14a-8, written notice must be received by our Secretary no later than November 13, 2020. The notice must include the information and documents specified in Article II, Section 8 of our By-Laws.

To submit a proposal pursuant to our By-Laws and not pursuant to SEC Rule 14a-8, written notice must be received by our Secretary no earlier than December 25, 2020, and no later than January 24, 2021. The notice must include the information and documents specified in Article II, Section 8 of our By-Laws. We will not be required to include the proposal in our proxy materials.

A copy of our By-Laws is available on the Corporate Governance section of our website at www.l3harris.com/corporate-governanceor may be obtained by written request to our Secretary at the address above. Further, any proxy granted with respect to the 20192021 Annual Meeting of Shareholders will confer discretionary authority to vote with respect to a nomination or proposal submitted by a shareholder if notice of such nomination or proposal is not received by our Secretary within the applicable timeframe described above.


  L3HARRIS 2020 PROXY STATEMENT  100
INFORMATION
DISCRETIONARY VOTINGABOUT THE
ANNUAL MEETING


BACKGROUND ON OTHER MATTERSTHE L3HARRIS MERGER
Except for
I know that L3Harris Technologies, Inc. resulted from the matters describedmerger of Harris Corporation and L3 Technologies, Inc. What organizational changes occurred in connection with the merger?

In connection with the completion of the Merger, notable organizational changes included:

>Our name changed from “Harris Corporation” to “L3Harris Technologies, Inc.”;
>Shares of our common stock, which previously traded under ticker  symbol “HRS” on the NYSE prior to completion of the Merger, now  are traded under ticker symbol “LHX”;

>Our Board now is comprised of 12 directors: William M. Brown, Chairman and CEO (formerly Harris’ Chairman, President and CEO); Christopher E. Kubasik, Vice Chairman, President and COO (formerly L3’s Chairman, CEO and President); 5 independent directors from the Harris Board; and 5 independent directors from the L3 Board; and

>We transitioned to a calendar year oriented financial reporting cycle, and our fiscal year now ends on the Friday nearest December 31.

For a more detailed summary, see our recent SEC filings on our website at www.l3harris.comor through the EDGAR filings system at www.sec.gov. The information contained on our website is not incorporated by reference into this proxy statement,statement.

What is the fiscal transition period?

As noted above, we changed our Boardfiscal year end from the Friday nearest June 30 to the Friday nearest December 31. Following our full fiscal year 2019 (which ended June 28, 2019), this change resulted in an abbreviated fiscal transition period of Directorsapproximately six months, that started on June 29, 2019 and ended on January 3, 2020. Our fiscal year that started January 4, 2020 will end on January 1, 2021.
ATTENDING THE MEETING

Do I need an admission ticket to attend the Annual Meeting?

All shareholders are welcome to attend the Annual Meeting. Because seating is not aware of any matter thatlimited, admission will orbe on a first-come, first-served basis. No ticket is required for admission, but for security purposes, you may be properly presented at the 2018 Annual Meetingrequired to present evidence of Shareholders. The deadline under our By-Laws for any shareholder proposal not discussed in this proxy statementyour share ownership and a valid, government-issued photo identification, such as a driver’s license or passport. Additionally, packages, boxes, handbags, briefcases and other items are subject to be properly presented at the 2018 Annual Meeting of Shareholders has passed. If any other matter is properly brought before the 2018 Annual Meeting of Shareholders, the persons named as proxies in our proxy materials intend to vote the shares for which we have received proxies in accordance with their best judgment.inspection.

GENERAL INFORMATION ABOUT THE ANNUAL MEETINGRECEIVING PROXY MATERIALS

What is a proxy and what is a proxy statement?

A proxy is your legal designation of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy, the document in which you make that designation also is called a proxy. This document is aA proxy statement. Itstatement is a document that we are required by law to provide to you when we ask you to name a proxy to vote your shares. WeThis document you are reading is a proxy statement, and we encourage you to read this proxy statementit carefully.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a
paper copy of the proxy materials?

The rules of the SEC permit us to furnish proxy materials over the Internet. As a result, we are mailingour practice is to mail to most of our shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of our proxy materials. All shareholders receiving the Notice of Internet Availability of Proxy Materials will have the ability to access our proxy materials over the Internet and if desired, toalso may request to receive a paper copy of our proxy materials by mail. InstructionsThe Notice of Internet Availability of Proxy Materials contains instructions on how to access our proxy materials over the Internet or to request a paper copy, may be found in the Notice of Internet Availability of Proxy Materials. In addition, the Notice of Internet Availability of Proxy Materials containsas well as instructions on how you may elect to receive future proxy materials electronically on an ongoing basis.


101  L3HARRIS 2020 PROXY STATEMENT


Why didn’t I receive a notice in the mail about the Internet availability of the proxy materials?
We are providing paper copies of our proxy materials instead of a Notice of Internet Availability of Proxy Materials to our shareholders who haveMaterials?

If you previously requested to receive paper copies of our proxy materials. In addition,materials, we are providing noticedo not send you a Notice of the availabilityInternet Availability of our proxy materials by e-mail to our shareholders who haveProxy Materials. If you previously elected to receive proxy materials

91


electronically. Those shareholders should have received electronically, we send you only an e-mail containing instructions and links to the website where our proxy materials are available and to the proxy voting website.

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one proxy/voting instruction card?

If you receive more than one Notice of Internet Availability of Proxy Materials or more than one proxy/voting instruction card, you own shares of L3Harris common stock in multiple accounts with your brokers(s) and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker(s) and/or our transfer agent to consolidate as many accounts as possible under the same name and address. Our transfer agent is Computershare Shareowner Services, which may be reached by telephone at 1-888-261-6777 or over the Internet at www.computershare.com/investor.

How can I access the proxy materials over the Internet?

Your Notice of Internet Availability of Proxy Materials or proxy/voting instruction card contains instructions on how to (1) viewfor viewing our proxy materials for the 20182020 Annual Meeting of Shareholders over the Internet and (2)how to elect to receive future proxy materials electronically by e-mail. Our proxy materials also are available on our website at harris.com/about/www.l3harris.com/corporate-governance.

Electing to receive future proxy materials electronically will help us conserve natural resources and reduce the cost of delivering our proxy materials.costs. If you elect to receive future proxy materials electronically, you will receive an e-mail containing instructions and links to the website where our proxy materials are available and to the proxy voting website. Your election to receive proxy materials electronically by e-mail will remain in effect until you terminate it.

How may I obtain a paper copy of the proxy materials?
If you receive
Instructions for obtaining a paper copy of our proxy materials are contained in the Notice of Internet Availability of Proxy Materials you will find instructions about how to obtain a paper copy of our proxy materials onand the Notice of Internet Availability of Proxy Materials. If you receive notice ofe-mail regarding the availability of our proxy materials by e-mail, you will find instructions about how to obtain a paper copy of our proxy materials included in that e-mail.materials. Shareholders who do not receive a Notice of Internet Availability of Proxy Materials or an e-mail regarding the availability of our proxy materials will receive a paper copy of our proxy materials by mail.

VOTING YOUR SHARES

What is a record date and who is entitled to vote at the meeting?

A record date is the date, as of the close of business on which, shareholders of record are entitled to notice of and to vote at a meeting of shareholders. The record date for the 2018 2020
Annual Meeting is August 31, 2018February 28, 2020 and was established by our Board as required under the laws of Delaware, our state of incorporation. Thus, owners of record of shares of HarrisL3Harris common stock as of the close of business on August 31, 2018February 28, 2020 are entitled to receive notice of and to vote at the 20182020 Annual Meeting and at any adjournments or postponements thereof.

How many shares can be voted and what is a quorum?

You are entitled to one vote for each share of HarrisL3Harris common stock that you owned as of the close of business on August 31, 2018,February 28, 2020, and you may vote all of those shares. Only our common stock has voting rights. On the record date, there were 117,506,554216,896,195 shares of our common stock outstanding and entitled to vote at the 20182020 Annual Meeting and approximately 12,20012,500 holders of record and approximately 210,100576,000 beneficial owners holding shares in “street name.”

A quorum is the minimum number of shares that must be represented in person or by proxy for us to conduct the 20182020 Annual Meeting. The attendance in person or by proxy of holders of a majority of the shares of common stock entitled to vote at the 20182020 Annual Meeting, or 58,753,278108,448,098 shares of our common stock based on the record date of August 31, 2018,February 28, 2020, will constitute a quorum to hold the 20182020 Annual Meeting. If you grant your proxy over the Internet, by telephone or by your proxy/voting instruction card, your shares will be considered present at the 20182020 Annual Meeting and counted toward the quorum.

What different methods can I use to vote my shares?

You have a choice of voting your shares:
Over the Internet;
By telephone;
By mail; or
>Over the Internet;
>By telephone;
>By mail; or
>In person at the Annual Meeting.

Even if you plan to attend the Annual Meeting, we encourage you to vote your shares over the Internet, by telephone or by mail. Please carefully read the instructions below on how to vote your shares. Because the instructions vary depending on how you own your shares and the method you use to vote your shares, it is important that youto follow the instructions that apply tofor your particular situation.

If you vote your shares over the Internet or by telephone, you should not return a proxy/voting instruction card.

What is the difference between a “record holder” and a “beneficial owner”
holding shares in “street name”?

You are a “record holder” if your shares are registered in your name, in which case you either hold a stock certificate or have an account directly with our transfer agent, Computershare Shareowner Services. Your shares are held in “street name” if your shares are registered or held in the name of your broker, bank or other nominee, in which case you are considered the “beneficial owner” of such shares.


92

  L3HARRIS 2020 PROXY STATEMENT  102


How do I vote my shares if I am a “record holder” (shares registered in my name)?

Voting over the Internet
Voting over the Internet is easy, fast and available 24 hours a day. If you receive a Notice of Internet Availability of Proxy Materials by mail, youYou may submit your proxy/voting instruction over the Internet by following the instructions onsent to you in the mailed Notice of Internet Availability of Proxy Materials. If you receive notice ofMaterials, the availability of our proxy materials by e-mail, you may submit your proxy/voting instruction over the Internet by following the instructions included in that e-mail. If you receive amailed proxy/voting instruction card by mail,or the email notifying you may submit your proxy/voting instruction overthat the Internet by following the instructions on the proxy/voting instruction card.proxy materials were available (as applicable). You will be able to confirm that the Internet voting system has properly recorded your vote, which will be counted immediately, and there is no need to return a proxy/voting instruction card.

Voting by telephone
Voting by telephone also is easy, fast and available 24 hours a day. If you live in the United States or Canada, you may vote by telephone by calling toll-free 1-800-690-6903. If1-800-690-6903 (toll-free). You will need the control number sent to you receive ain the mailed Notice of Internet Availability of Proxy Materials, by mail, you must have the control number that appears on the notice when voting. If you receive notice of the availability of our proxy materials by e-mail, you must have the control number included in that e-mail when voting. If you receive amailed proxy/voting instruction card by mail,or the email notifying you must havethat the control number that appears on the proxy/voting instruction card when voting.proxy materials were available (as applicable). You will be able to confirm that the telephone voting system has properly recorded your vote, which will be counted immediately, and there is no need to return a proxy/voting instruction card.

Voting by mail
You can save us expense by voting over the Internet or by telephone. Alternatively, ifIf you received a proxy/voting instruction card by mail, you can vote by mail by completing, signing, dating and promptly mailing your proxy/voting instruction card in the accompanying postage-paid return envelope.

Voting in person at the meeting
If you plan to attend the Annual Meeting, you can vote in person. To vote in person at the Annual Meeting,do so, you will need to bring with you to present at the Annual Meeting evidence of your share ownership and a valid, government-issued photo identification, such as a driver’s license or passport.

How do I vote my shares if I am a “beneficial owner” (shares held in “street name”)?

Voting over the Internet, by telephone or by mail
If your shares are registered or held in the name of your broker, bank or other nominee (“street name”), you have the right to direct your broker, bank or other nominee on how to vote your shares by using the methodmethod(s) specified by your broker, bank or other nominee. InIf your broker, bank or other nominee participates in an Internet or telephone voting program, then you may be able to use that method, in addition to voting by mail, a large number of brokerage firms and banks are participating in Internet or telephone voting programs.mail. These programs provide eligible “street name” shareholders the opportunity to vote over the Internet or by telephone. Voting forms will provide instructions for shareholders whose brokerage firms or banks are participating in these programs.

Voting in person at the meeting
If your shares are registered or held in the name of your broker, bank or other nominee and you plan to attend the Annual Meeting to vote in person, you should contact your broker, bank or other nominee to obtain a broker’s proxy“broker’s proxy” and bring it with you to the Annual Meeting, together with a valid, government-issued photo identification, such as a
driver’s license or passport, and your account statement or other evidence of your share ownership.

Can I revoke my proxy or change my vote?

If your shares are registered in your name (“record holder”), you may revoke your proxy or change your vote at any time before your shares are voted at the Annual Meeting. There are several ways you canto do this:
By sending a written notice of revocation to our Secretary at Harris Corporation, Attention: Secretary, 1025 West NASA Boulevard, Melbourne, Florida 32919;
By duly signing and delivering a proxy/voting instruction card that bears a later date;
By subsequently voting over the Internet or by telephone as described above; or
>By sending a written notice of revocation to our Secretary at L3Harris Technologies, Inc., Attention: Secretary, 1025 West NASA Boulevard, Melbourne, Florida 32919;

>By duly signing and delivering a proxy/voting instruction card that bears a later date;

>By subsequently voting over the Internet or by telephone as described above; or

>By attending the Annual Meeting and voting in person by ballot.

If your shares are held in “street name,” you may revoke your proxy or change your vote by submitting new voting instructions to your broker, bank or other nominee.

93


How do I vote my shares held in the Harris CorporationL3Harris Stock Fund through the L3Harris Retirement Savings Plan or the Aviation Communications & Surveillance Systems 401(k) Plan?

If you are a participant in ourthe L3Harris Stock Fund through the L3Harris Retirement Savings Plan andor the Aviation Communications & Surveillance Systems 401(k) Plan (the “ACSS Plan”), you own shares of Harris common stock through our Retirement Plan, your voting instruction covers the shares of Harris common stock you own through our Retirement Plan. You may provide voting instructions for thosethe shares of L3Harris common stock credited to your account in the L3Harris Stock Fund to the trustee of our Retirement Planthe applicable plan over the Internet, by telephone or by mail as described above. If you do not timely provide voting instructions for those shares, then as directed by the terms of our Retirement Plan,those plans, those shares will be voted by the trustee in the same proportion as the shares for which other participants in our Retirement Planthe applicable plan have timely provided voting instructions, except as otherwise required by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).

How do I vote my shares held in the HarrisCompany’s Dividend Reinvestment Plan?

If you are a participant in the HarrisCompany’s Dividend Reinvestment Plan (“DRIP”) administered by Computershare Trust Company, N.A., your voting instruction covers the shares of HarrisL3Harris common stock held in your DRIP account. Computershare Trust Company, N.A., as the DRIP administrator, is the shareholder of record of HarrisL3Harris common stock owned through the DRIP and will not vote those shares unless you provide it with voting instructions, which you may do over the Internet, by telephone or by mail as described above.

What happens if I return an unmarked proxy/voting instruction card?
If you properly execute and return a proxy/voting instruction card with no votes marked, your shares will be voted as


103  L3HARRIS 2020 PROXY STATEMENT

recommended by our Board. Our Board’s recommendations, together with the description of each proposal, are set forth aboveincluded earlier in this proxy statement. In summary, our Board unanimously recommends you vote:
FOR election of all 11 of the nominees for director named in this proxy statement for a one-year term expiring at the 2019 Annual Meeting of Shareholders (see Proposal 1);
>
FOR election of all 12 of the nominees for director named in this proxy statement for a one-year term expiring at the 2021 Annual Meeting of Shareholders (see Proposal 1);
FOR approval, on a non-binding, advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement (see Proposal 2); and
>
FOR approval, in an advisory vote, of the compensation of our named executive officers as disclosed in this proxy statement (see Proposal 2); and
FOR ratification of the appointment by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019 (see Proposal 3)
>
FOR ratification of our Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 2020 (see Proposal 3);
>
FOR an amendment to our Restated Certificate of Incorporation to eliminate the supermajority voting and “fair price” requirements for business combinations involving interested shareholders (see Proposal 4);
>
FOR an amendment to our Restated Certificate of Incorporation to eliminate the “anti-greenmail” provision (see Proposal 5);
>
FOR an amendment to our Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when we have a 40% shareholder (see Proposal 6); and
>
AGAINST the shareholder proposal to permit the ability of shareholders to act by written consent (see Proposal 7).

Could other matters be decided at the meeting?

At the date of this proxy statement, our Board did not know of any matters to be raised at the Annual Meeting other than those referred to in this proxy statement and did not
intend to bring before the Annual Meeting any matter other than the proposals described in this proxy statement. With respectThe deadline under our By-Laws for any shareholder proposal not discussed in this proxy statement to be properly presented at the Annual Meeting has passed. If any other matters that mayare properly be brought before the Annual Meeting or any adjournments or postponements thereof, your shares will be voted at the discretion of the proxy holders.

How will my shares be voted if I do not provide instructions to my broker?

It is possible for a proxy to indicate that some of the shares represented are not being voted with respect to certain proposals. This occurs, for example, when a broker, bank or other nominee does not have discretion under NYSE rules to vote on a matter without instructions from the beneficial owner of the shares and has not received such instructions. In these cases, non-votedthe unvoted shares will not be considered present and entitled to vote with respect to that matter, although they may be considered present and entitled to vote for other purposes and will be counted in determining the presence of a quorum.

Under NYSE rules, brokers, banks and other nominees have discretionary voting power to vote without receiving voting instructions from the beneficial owner on “routine” matters, but not on “non-routine” matters. Under NYSE rules as currentlyno proposal in effect, “routine” matters include, among other things, ratification of the appointment of an independent registered public accounting firm. The proposalthis proxy statement (other than Proposal 3 to ratify theour Audit Committee’s appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year 20192020) is the only proposal set forth in this proxy statement that is considered “routine” under NYSE rules. This means that if you hold your shares through a broker, bank or other nominee, and you do not provide voting instructions by the 10th day before the Annual Meeting, your broker, bank or other nominee has the discretion to vote your shares on the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2019. Under NYSE rules, the proposal to elect the 11 nominees for director named in this proxy statement and the proposal to approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement are not “routine” and, as such, your broker, bank or other nominee will not have the discretion to vote your shares on these proposals.any proposal in this proxy statement (other than Proposal 3).


  L3HARRIS 2020 PROXY STATEMENT  104

What does it mean if I receive more than one Notice of Internet Availability of Proxy Materials or more than one proxy/voting instruction card?is the required vote for each proposal?
If you receive more than one Notice of Internet Availability of Proxy Materials or more than one proxy/voting instruction card, you own shares of Harris common stock in multiple accounts with your brokers(s) and/or our transfer agent. Please vote all of these shares. We recommend that you contact your broker(s) and/or our transfer agent to consolidate as many accounts

ProposalsVote Required for ApprovalEffect of AbstentionsEffect of Broker Non-Votes
Proposal 1: Elect our Board’s 12 nominees for director for a one-year term expiring at the 2021 Annual Meeting of Shareholders
A nominee must receive more FOR votes than AGAINST votesNoneNone
Proposal 2: Approve, in an advisory vote, the compensation of our named executive officers as disclosed in this proxy statement
A majority of the shares present or represented at the Annual Meeting and entitled to vote on this proposal must vote FOR this proposal
Counted as a vote
AGAINST
None
Proposal 3: Ratify appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2020
A majority of the shares present or represented at the Annual Meeting and entitled to vote on this proposal must vote FOR this proposal
Counted as a vote
AGAINST
None
Proposal 4: Amend our Restated Certificate of Incorporation to eliminate the supermajority voting and “fair price” requirements for business combinations involving interested shareholders
80% of the outstanding shares entitled to vote generally in the election of directors (or 173,516,956 shares) must vote FOR this proposal
Counted as a vote
AGAINST
Counted as a vote
AGAINST
Proposal 5: Amend our Restated Certificate of Incorporation to eliminate the “anti-greenmail” provision
80% of the outstanding shares entitled to vote generally in the election of directors (or 173,516,956 shares) must vote FOR this proposal
Counted as a vote
AGAINST
Counted as a vote
AGAINST
Proposal 6: Amend our Restated Certificate of Incorporation to eliminate the cumulative voting provision that applies when we have a 40% shareholder
80% of the outstanding shares entitled to vote generally in the election of directors (or 173,516,956 shares) must vote FOR this proposal
Counted as a vote
AGAINST
Counted as a vote
AGAINST
Proposal 7: Shareholder proposal to permit the ability of shareholders to act by written consent, if such proposal is properly presented at the Annual Meeting
A majority of the shares present or represented at the Annual Meeting and entitled to vote on this proposal must vote FOR this proposal
Counted as a vote
AGAINST
None

94


possible under the same name and address. Our transfer agent is Computershare Shareowner Services, which may be reached by telephone at 1-888-261-6777 or over the Internet at www.computershare.com/investor.
Who pays for the solicitation of proxies?

We actively solicit proxy participation by Internet, by telephone, by e-mail, by letter or in person. We will bear the cost of soliciting proxies, including the cost of preparation, assembly, printing and mailing of proxy and solicitation materials. In addition, we request and encourage brokers and other custodians, nominees and fiduciaries to make available, forward or supply proxy and solicitation materials to our shareholders, and, upon request, we will reimburse them for their expenses in accordance with the fee schedule approved by the NYSE, as applicable. Our officers, directors and employees may, by telephone, e-mail or letter, or in person, make additional requests for the return of proxies, although we do not reimburse our own officers, directors or employees for soliciting proxies. We also have engaged Georgeson LLC to assist in the solicitation of proxies for a fee not to exceed $10,000$12,500 plus reimbursement of out-of-pocket expenses.
Will there be a webcast of the Annual Meeting of Shareholders?
Our 2018 Annual Meeting of Shareholders will be webcast live on October 26, 2018. To access the webcast, you may visit the Investors section of our website at harris.com/investors. The webcast will enable you only to listen. You will not be able to ask questions or vote your shares via the webcast. A replay of the webcast will be available on our website through November 26, 2018. The information contained on our website is not incorporated by reference into this proxy statement.
Who will tabulate and oversee the vote?

Representatives of Broadridge Investor Communication Solutions, Inc. will tabulate and oversee the vote.
Do I need an admission ticket to attend the Annual Meeting?
All shareholders are welcome to attend the Annual Meeting. Because seating is limited, admission will be on a first-come, first-served basis. No ticket is required for admission to the Annual Meeting. For security purposes, however, you may be required to present evidence of your share ownership and a valid, government-issued photo identification, such as a driver’s license or passport, to gain admission to the Annual Meeting. Additionally, packages, boxes, handbags, briefcases and other items are subject to inspection.
Where can I find the voting results of the Annual Meeting?

We intend to announce the preliminary voting results at the Annual Meeting and to disclose final results in a Current Report on Form 8-K, which we will file with the SEC and make available through the Investors section of our website at harris.com/investors/financial-reportswww.l3harris.com/investorswithin four business days of the Annual Meeting (or, if final results are not available at that time, within four business days of the date on which final results become available).


105  L3HARRIS 2020 PROXY STATEMENT
MISCELLANEOUS MATTERS
Annual


Transition Report on Form 10-K10-KT

Our AnnualTransition Report on Form 10-K10-KT for our fiscal yeartransition period ended June 29, 2018January 3, 2020 has been filed with the SEC and is available on the Investors section of our website at harris.com/investors/financial-reportswww.l3harris.com/investors.. Upon request, we will furnish to shareholders without charge a copy of the AnnualTransition Report on Form 10-K.10-KT. Shareholders may obtain a copy by calling (321) 727-9100 or writing to our Secretary at:
Harris Corporation
L3Harris Technologies, Inc.
1025 West NASA Boulevard
Melbourne, Florida 32919

Shareholder List

A list of our shareholders of record as of the record date of August 31, 2018February 28, 2020 will be available for examination for any purpose germane to the 20182020 Annual Meeting of Shareholders during normal business hours at 1025 West NASA Boulevard, Melbourne, Florida, at least 10 calendar days prior to, and also at, the 20182020 Annual Meeting of Shareholders.


By Order of the Board of Directors
Scott T. Mikuen
Senior Vice President, General Counsel and Secretary
Melbourne, Florida
September 6, 2018March [•], 2020


95

  L3HARRIS 2020 PROXY STATEMENT  106

APPENDIX AA:
RECONCILIATION OF GAAP TO
NON-GAAP FINANCIAL MEASURES

To supplement our income from continuing operations before income taxes, income from continuing operations per diluted common share, net income and net cash provided by operating activities financial measures presented in accordance with U.S. generally accepted accounting principles (GAAP), we provide the following non-GAAP financial measures: non-GAAP operating income, non-GAAP income from continuing operations per diluted common share and adjusted free cash flow,measures shown in the reconciliation table below, which have been adjusted to include, exclude or deduct certain costs, charges, expenses, losses or other amounts. Harris management believesamounts, because we believe that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results separate and apart from items that may, or could, have a disproportionately positive or negative impact on results in any particular period. Harris managementWe also believesbelieve that these non-GAAP financial measures enhance the ability of investors to analyze Harris’our business trends and to understand Harris’our performance. In addition, Harriswe may utilize non-GAAP financial measures as guides in itsour forecasting, budgeting and long-term planning processes, and to measure operating performance for some management compensation purposes. Any analysis of non-GAAP financial measures should be used only in conjunction with results presented in accordance with GAAP. A reconciliation of these non-GAAP financial measures with the most directly comparable financial measures calculated in accordance with GAAP follows:

NON-GAAP INCOME FROM CONTINUING OPERATIONS PER DILUTED COMMON SHARE

  
Transition Period Ended
January 3, 2020
    
GAAP income from continuing operations per diluted common share $3.68    
Adjustments:       
(Gain) loss on sale of businesses  (1.02)   
Gain on sale of asset group  (0.05)   
L3Harris Merger transaction and integration costs, including change-in-control (CIC) charges  0.68    
L3Harris Merger integration costs  0.84    
Charges related to consolidation of facilities  0.22    
Gain on pension curtailment  (0.10)   
Additional cost of sales related to the fair value step-up in inventory sold  0.64    
Amortization of acquisition-related intangibles  1.30    
Non-cash cumulative adjustment to lease expense  0.04    
Losses and other costs related to debt refinancing  0.01    
Total pre-tax adjustments  2.56    
Income taxes on above adjustments  (0.81)   
Total adjustments after-tax  1.75    
Non-GAAP income from continuing operations per diluted common share $5.43    
ADJUSTED FREE CASH FLOW
       
Dollars in Millions 
Transition Period Ended
January 3, 2020
  
Fiscal Year Ended
June 28, 2019
 
Net cash provided by operating activities $939  $1,185 
Net additions of property, plant and equipment  (173)  (161)
Free cash flow  766   1,024 
Cash used for L3Harris Merger transaction and integration costs, including CIC payments  381   31 
Voluntary contribution to defined pension plans  302   - 
Adjusted free cash flow $1,449  $1,055 

A-1  L3HARRIS 2020 PROXY STATEMENT
NON-GAAP OPERATING INCOME   
     FY2016 FY2017 FY2018
     (in millions)
GAAP income from continuing operations before income taxes  $884
 $905
 $926
Net interest expense  181
 170
 168
Non-operating (income) loss  (10) (2) 28
GAAP operating income  $1,055
 $1,073
 $1,122
Adjustments (a), (b)  53
 58
 64
Non-GAAP operating income  $1,108
 $1,131
 $1,186
NON-GAAP INCOME FROM CONTINUING OPERATIONS PER DILUTED COMMON SHARE 
   FY2015 FY2016 FY2017 FY2018
GAAP income from continuing operations per diluted common share$2.67
 $4.87
 $5.12
 $5.94
Adjustment (c), (d)1.91
 0.27
 0.41
 0.56
Non-GAAP income from continuing operations per diluted common share$4.58
 $5.14
 $5.53
 $6.50
ADJUSTED FREE CASH FLOW   
     FY2016 FY2017 FY2018
     (in millions)
Net cash provided by operating activities  $924
 $569
 $751
Adjustment for voluntary contribution to qualified pension plan  —
 400
 300
Less net capital expenditures (e)  (152) (119) (136)
Adjusted free cash flow  $772
 $850
 $915
          
(a)Adjustments for Exelis Inc. acquisition-related charges and other items.
(b)Adjustments for the fiscal year ended June 29, 2018 also included costs related to a decision to transition and exit a commercial line of business and other items and a one-time non-cash charge from an adjustment for deferred compensation.
(c)Adjustments for the per share impact of Exelis Inc. acquisition-related charges and other items.
(d)Adjustments for the fiscal year ended June 29, 2018 also included the per share impact of charges related to a decision to transition and exit a commercial line of business and other items, losses and other costs related to debt refinancing and one-time non-cash charges from an adjustment for deferred compensation and the impact of tax reform.
(e)Reflects additions of property, plant and equipment, net of proceeds from the sale of property, plant and equipment.
Adjusted EBIT
        
Dollars in Millions 
Fiscal Transition Period
January 3, 2020
  
Fiscal Year Ended
June 28, 2019
 
Net income $834  $949 
Adjustments:        
Discontinued operations, net of income taxes  1   4 
Net interest expense  123   167 
Income taxes  73   160 
(Gain) loss on sale of businesses  (229)  - 
Gain on sale of asset group  (12)  - 
L3Harris Merger transaction and integration costs, including CIC charges  342   65 
Charges related to consolidation of facilities  48   - 
Gain on pension curtailment  (23)  - 
Additional cost of sales related to the fair value step-up in inventory sold  142   - 
Amortization of acquisition-related intangibles  289   - 
Non-cash cumulative adjustment to lease expense  10   - 
Losses and other costs related to debt refinancing  3   - 
Total adjustments $767  $396 
Adjusted EBIT $1,601  $1,345 

A-1
L3HARRIS 2020 PROXY STATEMENT 
A-1.1
APPENDIX B-1: PROPOSED CHANGES TO
L3HARRIS TECHNOLOGIES, INC.
RESTATED CERTIFICATE OF INCORPORATION
RELATING TO PROPOSAL 5

TENTH: SECTION 1. RESERVED.
SECTION 2. In any election of directors of this corporation on or after the date on which any 40 percent Shareholder (as hereinafter defined) becomes a 40 percent Shareholder, and until such time as no 40 percent Shareholder any longer exists, there shall be cumulative voting for election of directors so that any holder of shares of Voting Stock entitled to vote in such election shall be entitled to as many votes as shall equal the number of directors to be elected multiplied by the number of votes to which such shareholder’s shares would be entitled except for the provision of this Section 2, and such shareholder may cast all of such votes for a single director, or distribute such votes among as many candidates as such shareholder sees fit. In any such election of directors, one or more candidates for the Board of Directors of the corporation may be nominated by a majority of the Disinterested Directors. With respect to any candidates nominated by a majority of the Disinterested Directors or by any person who is the beneficial owner of shares of Voting Stock having a Market Price of $100,000 or more, there shall be included in any proxy statement or other communication with respect to such election to be sent to holders of shares of Voting Stock by the corporation during the period in which there is a 40 percent Shareholder, at the expense of the corporation, descriptions and other statements of or with respect to such candidates submitted by them or on their behalf, which shall receive equal space, coverage and treatment as is received by candidates nominated by the Board of Directors or management of the corporation.

SECTION 3. RESERVED.

SECTION 4. FOR THE PURPOSES OF THIS ARTICLE:

A.A “person” shall mean any individual, firm, corporation, or other entity.


B.“Voting Stock” shall mean the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors.


C.“Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 27, 1984, and shall include in any case any person that directly or indirectly controls or is controlled by or is under common control with the person specified.


D.“40 percent Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:


(i)is the beneficial owner, directly or indirectly, of 40 percent or more of the voting power of the outstanding Voting Stock; or


(ii)is an Affiliate of the corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 40 percent or more of the voting power of the then outstanding Voting Stock; or


(iii)is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any 40 percent Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.


E.A person shall be a “beneficial owner” of any Voting Stock:


(i)which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or


(ii)which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement, or understanding; or

B-1  L3HARRIS 2020 PROXY STATEMENT


(iii)which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of any shares of Voting Stock.


F.For the purpose of determining whether a person is a 40 percent Shareholder pursuant to this Section 4, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph E of this Section 4, but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.


G.“Market Price” means the last closing sale price immediately preceding the time in question of a share of the stock in question on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the last closing bid quotation with respect to a share of such stock immediately preceding the time in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use (or any other system of reporting or ascertaining quotations then available), or if such stock is not so quoted, the fair market value at the time in question of a share of such stock as determined by the Board in good faith.


H.Reserved.


I.“Disinterested Director” means any member of the Board of Directors of the corporation (the “Board”) who is unaffiliated with any 40 percent Shareholder and was a member of the Board prior to the time that any 40 percent Shareholder became a 40 percent Shareholder, and any successor of a Disinterested Director who is unaffiliated with any 40 percent Shareholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.
SECTION 5. A majority of the Disinterested Directors of the corporation shall have the power and duty to determine for the purposes of this Article, on the basis of information known to them after reasonable inquiry, (A) whether a person is a 40 percent Shareholder, (B) the number of shares of Voting Stock beneficially owned by any person, and (C) whether a person is an Affiliate or an Associate of another person. The good faith determination of a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this Article.

SECTION 6. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation, or the bylaws of the corporation), the affirmative vote of the holders of at least 80 percent of the voting power of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article.

g27808im9a01.jpgL3HARRIS 2020 PROXY STATEMENT 
B-1.1
APPENDIX B-2: PROPOSED CHANGES TO
L3HARRIS TECHNOLOGIES, INC.
RESTATED CERTIFICATE OF INCORPORATION
RELATING TO PROPOSAL 6

TENTH: SECTION 1. Any purchase by this corporation of shares of Voting Stock from an Interested Shareholder, other than pursuant to an offer to the holders of all of the outstanding shares of the same class of Voting Stock as those so purchased, at a per share price in excess of the Market Price at the time of such purchase of the shares so purchased, shall require the affirmative vote of the holders of that amount of the voting power of the Voting Stock equal to the sum of:


(i)the voting power of the shares of Voting Stock of which the Interested Shareholder is the beneficial owner, and

HARRIS CORPORATION

(ii)a majority of the voting power of the remaining outstanding shares of Voting Stock, voting together as a single class.

SECTION 2. RESERVED.

SECTION 3. It shall be the duty of any Interested Shareholder:


(i)to give or cause to be given written notice to the corporation, immediately upon becoming an Interested Shareholder, of such person’s status as an Interested Shareholder and of such other information as the corporation may reasonably require with respect to identifying all owners and amount of ownership of the outstanding Voting Stock of which such Interested Shareholder is a beneficial owner as defined herein, and


(ii)to notify the corporation promptly in writing of any change in the information provided in subparagraph (i) of this Section 3, provided, however, that the failure of an Interested Shareholder to comply with the provisions of this Section 3 shall not in any way be construed to prevent the corporation from enforcing the provisions of this Article.

SECTION 4. For the purposes of this Article:


A.A “person” shall mean any individual, firm, corporation, or other entity.


B.“Voting Stock” shall mean the outstanding shares of capital stock of the corporation entitled to vote generally in the election of directors.

C.“Interested Shareholder” shall mean any person (other than the corporation or any Subsidiary) who or which:


(i)is the beneficial owner, directly, or indirectly, of 5 percent or more of the voting power of the outstanding Voting Stock; or

(ii)is an Affiliate of the corporation and at any time within the 2-year period immediately prior to the date in question was the beneficial owner, directly or indirectly, of 5 percent or more of the voting power of the then outstanding Voting Stock; or

(iii)is an assignee of or has otherwise succeeded to any shares of Voting Stock which were at any time within the 2-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.


D.“Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as in effect on April 27, 1984, and shall include in any case any person that directly or indirectly controls or is controlled by or is under common control with the person specified.

E.A person shall be a “beneficial owner” of any Voting Stock:


(i)which such person or any of its Affiliates or Associates beneficially owns, directly or indirectly; or


(ii)which such person or any of its Affiliates or Associates has (a) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement, or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (b) the right to vote pursuant to any agreement, arrangement, or understanding; or

B-2  L3HARRIS 2020 PROXY STATEMENT


(iii)which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement, or understanding for the purpose of acquiring, holding, voting, or disposing of any shares of Voting Stock.


F.For the purpose of determining whether a person is an Interested Shareholder pursuant to this Section 4, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of Paragraph E of this Section 4 but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.


G.“Market Price” means the last closing sale price immediately preceding the time in question of a share of the stock in question on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the last closing bid quotation with respect to a share of such stock immediately preceding the time in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any system then in use (or any other system of reporting or ascertaining quotations then available), or if such stock is not so quoted, the fair market value at the time in question of a share of such stock as determined by the Board in good faith.


H.Reserved.


I.“Disinterested Director” means any member of the Board of Directors of the corporation (the “Board”) who is unaffiliated with any Interested Shareholder and was a member of the Board prior to the time that any Interested Shareholder became an Interested Shareholder, and any successor of a Disinterested Director who is unaffiliated with any Interested Shareholder and is recommended to succeed a Disinterested Director by a majority of Disinterested Directors then on the Board.

SECTION 5. A majority of the Disinterested Directors of the corporation shall have the power and duty to determine for the purposes of this Article, on the basis of information known to them after reasonable inquiry, (A) whether a person is an Interested Shareholder, (B) the number of shares of Voting Stock beneficially owned by any person, and (C) whether a person is an Affiliate or an Associate of another person. The good faith determination of a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this Article.
SECTION 6. Notwithstanding any other provisions of this Certificate of Incorporation or the bylaws of the Corporation (and notwithstanding the fact that a lesser percentage may be specified by law, this Certificate of Incorporation, or the bylaws of the corporation), the affirmative vote of the holders of at least 80 percent of the voting power of the outstanding Voting Stock, voting together as a single class, shall be required to amend or repeal, or adopt any provisions inconsistent with, this Article.

L3HARRIS 2020 PROXY STATEMENT 
B-2.1
L3HARRIS TECHNOLOGIES, INC.
1025 WEST NASA BOULEVARD
MELBOURNE, FL 3291932919
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to submit your proxy/voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on October 25, 2018.April 23, 2020. Have your proxy/voting instruction card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic proxy/voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by HarrisL3Harris  in  printing  and  mailing proxy materials, you can elect to receive all future proxy statements, proxy/voting instruction cards and annual reports electronically via e-mail or the Internet. To elect electronic delivery, please follow the instructions above to vote  using  the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to submit your proxy/voting instructions up until 11:59 P.M. Eastern Time on October 25, 2018.April 23, 2020. Have your proxy/voting instruction card in hand when you call and then follow the instructions.

NOTE:Your Internet or phone voting instructions  authorize  the  named  proxies  and/or provide the Plan Trustee with instructions to vote these shares in the same manner as if you marked, signed, dated and returned your proxy/voting instruction card.

VOTE BY MAIL (ONLY IF NOT VOTING BY INTERNET OR PHONE)
Mark, sign and date your proxy/voting instruction card and return it in the postage-paid envelope we have provided or return it  to  Vote  Processing,  c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.


TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E92970-Z76547-P35585
— — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — 
E31649-P96818             KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY
THIS PROXY/VOTING INSTRUCTION CARD IS VALID ONLY WHEN SIGNED AND DATED.
HARRIS CORPORATIONL3HARRIS TECHNOLOGIES, INC. PROXY/VOTING INSTRUCTION CARD
             
  
The Board of Directors recommends a vote “FOR” each nominee listed in Proposal 1; “FOR”
“FOR” Proposals 2 through 6; and “AGAINST” Proposal 2; and “FOR” Proposal 3.7.
   
1.     Election of Directors for a One-Year Term Expiring at 2019 Annual Meeting of Shareholders
Nominees:
ForAgainstAbstainForAgainstAbstain
1a.    James F. Albaugh
¨

¨¨
1j.    Gregory T. Swienton
¨¨¨
1b.    Sallie B. Bailey
¨¨¨
1k.   Hansel E. Tookes II
¨¨¨   
              ForAgainstAbstain
  
1c.    William M. Brown
1.		¨¨¨
2.     Advisory Vote to ApproveElection of Directors for a Term Expiring at the Compensation2021 Annual Meeting of Named Executive Officers as Disclosed in Proxy Statement
¨

¨

¨

Shareholders		  
ForAgainstAbstain
1d.    Peter W. Chiarelli
¨¨¨3     Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2019¨¨¨   
               
   Nominees:
ForAgainst 
1e.    Thomas A. Dattilo
¨¨¨
NOTE: If this proxy/voting instruction card is properly executed, then the undersigned’s shares will be voted in the manner instructed herein, or if no instruction is provided, then either as the Board of Directors recommends or, if the undersigned is a participant in the Harris Corporation Retirement Plan, as may otherwise be provided in the plan. The named proxies also are authorized, in their discretion,to consider and act upon such other business as may properly come before the 2018 Annual Meeting or any adjournments or postponements thereof.
Abstain		  
1f.    Roger B. Fradin
¨¨¨
1g.    Lewis Hay III
¨¨¨
1h.    Vyomesh I. Joshi
¨¨¨
1i.     Leslie F. Kenne
¨¨¨    
            
  1a.Sallie B. Bailey☐☐☐
ForAgainst 
Abstain


1b.
William M. Brown
☐☐☐2.
Approval, in an Advisory Vote, of the Compensation of Named Executive Officers as Disclosed in the Proxy Statement
☐☐☐



1c.Peter W. Chiarelli☐☐☐3.Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm for Fiscal Year 2020☐☐☐
1d.
Thomas A. Corcoran
☐☐☐4.
Approval of an Amendment to Our Restated Certificate of Incorporation to Eliminate the Supermajority Voting and “Fair Price” Requirements for Business Combinations Involving Interested Shareholders
 ☐ ☐ ☐



1e.Thomas A. Dattilo☐☐☐5.
Approval of an Amendment to Our Restated Certificate of Incorporation to Eliminate the “Anti-Greenmail” Provision ☐ ☐☐

1f.Roger B. Fradin☐☐☐6.
Approval of an Amendment to Our Restated Certificate of Incorporation to Eliminate the Cumulative Voting Provision that Applies When We Have a 40% Shareholder ☐ ☐☐

1g.Lewis Hay III☐☐☐7.
Shareholder Proposal to Permit the Ability of Shareholders to Act by Written Consent ☐ ☐☐


1h.Lewis Kramer☐☐☐
NOTE: If this proxy/voting instruction card is properly executed, then the undersigned’s shares will be voted in the manner instructed therein, or if no instruction is provided, then either as the Board of Directors recommends or, if the undersigned is a participant in the L3Harris Stock Fund through any retirement plan sponsored by L3Harris, as may otherwise be provided in the plan. The named proxies also are authorized, in their discretion, to consider and act upon such other business as may properly come before the 2020 Annual Meeting or any adjournments or postponements thereof.

1i.Christopher E. Kubasik☐☐☐
1j.Rita S. Lane☐☐☐
1k.Robert B. Millard ☐ ☐ ☐
1i.Lloyd W. Newton ☐ ☐ ☐For address changes and/or comments, please check this box and write them on the back where indicated. ☐
 

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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
 
            
            
  Signature [PLEASE SIGN WITHIN BOX]Date   Signature (Joint Owners)Date
   




YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
(See reverse side for information on how to submit your proxy/voting instructions overby Internet, by telephonephone or by mail.)







Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of
Shareholders to be Held on October 26, 2018:April 24, 2020:
The Notice of 20182020 Annual Meeting and Proxy Statement and AnnualTransition Report for Fiscal YearTransition Period Ended
June 29, 2018January 3, 2020 are available at www.proxyvote.com.
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E31650-P96818







E92971-Z76547-P35585
 HARRIS CORPORATION

L3HARRIS TECHNOLOGIES, INC.
Annual Meeting of Shareholders
October 26, 2018, 1:00 PM Local

April 24, 2020, 7:30 AM Mountain Time
This proxy is solicited on behalf of the Board of Directors of Harris Corporation
L3Harris Technologies, Inc.
(“L3Harris”) and the Harris Corporation Retirement Plan Trustee.
Trustees of various retirement plans sponsored by L3Harris.
 
 You are receiving this proxy/voting instruction card because you are a registered shareholder and/or a participant in the Harris Corporation Retirement Plan.L3Harris Stock Fund through a retirement Plan sponsored by L3Harris. This proxy/voting instruction card revokes all prior proxies/voting instructions given by you. If you are voting by mail with this proxy/voting instruction card, please mark your choices and sign and date on the reverse side exactly as your name or names appearappear(s) there. If shares are held in the name of joint holders, each should sign. If you are signing as attorney, executor, administrator, trustee, guardian or other fiduciary, please give your full title as such.
 
 
If the undersigned is a registered shareholder, the undersigned hereby appoints WILLIAM M. BROWN, RAHUL GHAIJESUS MALAVE, JR. and SCOTT T. MIKUEN, and each of them, with power to act without the others and with full power of substitution, as proxies and attorneys-in-fact, and hereby authorizes them to represent and vote, as instructed on the reverse side of this proxy/voting instruction card, all the shares of Harris CorporationL3Harris common stock which the undersigned is entitled to vote and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of Harris CorporationL3Harris to be held on October 26, 2018April 24, 2020 or at any adjournments or postponements thereof, with all powers which the undersigned would possess if present at the Annual Meeting. If this proxy/voting instruction card has been properly executed but the undersigned has provided no voting instructions, then  the undersigned’s shares will be voted “FOR” the election of the Board of Directors’ nominees;nominees listed in Proposal 1; “FOR” Proposals 2 through 6; and “AGAINST” Proposal 2; and “FOR” Proposal 3.
7.
 
 
If the undersigned is a participant in the Harris Corporation Retirement Plan,L3Harris Stock Fund through any retirement plan sponsored by L3Harris, the undersigned hereby instructs the Planapplicable plan Trustee to vote, as instructed on the reverse side of this proxy/voting instruction card, the shares allocable to the undersigned’s Harris CorporationL3Harris Stock Fund Accountaccount at the Annual Meeting of Shareholders of Harris CorporationL3Harris Technologies, Inc. to be held on October 26, 2018April 24, 2020 or at any adjournments or postponements thereof. If the undersigned does not provide voting instructions, the Planapplicable plan Trustee will vote such shares in the same  proportion as the shares for which other participants in the PlanL3Harris Stock Fund through such plan have timely provided voting instructions, except as otherwise provided in accordance with ERISA.
 
   
 
Address Changes/Comments:  
 
 
 
   

Address Changes/Comments:

   
 (If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.) 
   
 Continued and to be marked, signed and dated on reverse side