Summary
This Form 8-K filing by Harris Corporation (now L3Harris Technologies) on October 11, 2011, details a significant leadership transition. William M. Brown is appointed as the new Chief Executive Officer and President, effective November 1, 2011, succeeding Howard L. Lance. Mr. Lance will transition from CEO to non-executive Chairman of the Board until December 31, 2011, and will serve as a Special Advisor in 2012 to facilitate the handover. Thomas A. Dattilo is appointed as the new non-executive Chairman of the Board, effective January 1, 2012. The filing outlines the terms of Mr. Brown's employment, including his base salary, incentive compensation, and a comprehensive "make-whole" equity package designed to compensate him for forfeited incentives from his previous employer, United Technologies Corporation. It also details the retirement and transition arrangements for Mr. Lance, including advisory fees, retirement benefits, and the treatment of his outstanding equity awards.
Key Highlights
- 1William M. Brown appointed CEO and President, effective November 1, 2011.
- 2Howard L. Lance retires as CEO and President, transitioning to non-executive Chairman until December 31, 2011, and then Special Advisor for 2012.
- 3Thomas A. Dattilo appointed non-executive Chairman of the Board, effective January 1, 2012.
- 4Mr. Brown receives a $4.5 million signing bonus and significant equity awards (stock options and performance share units) as part of his compensation package.
- 5Mr. Lance will receive $250,000 in advisory fees for his 2012 role and a lifetime annuity as a supplemental retirement benefit.
- 6The company has entered into employment and separation agreements with new and departing executives, including severance packages and restrictive covenants.
- 7The leadership changes are part of a planned CEO succession process initiated earlier in the year.