8-KLeadership ChangesOther EventsExhibits & Filings

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Executive Changes (Dec 7, 2011)

Filed December 7, 2011For Securities:LHX

Summary

This 8-K filing by Harris Corporation, dated December 7, 2011, reports on key leadership and compensation changes. The most significant event is the appointment of William M. Brown, currently President and CEO, to the Board of Directors, effective immediately. This action fulfills a condition outlined in his October 2011 employment agreement and prevents a potential 'Constructive Termination'. The filing also details a new annual cash retainer of $150,000 for the non-executive Chairman of the Board, effective January 1, 2012, as Thomas A. Dattilo prepares to assume this role. For investors, these changes signal stability and continuity in leadership. The Board's decision to appoint Mr. Brown to the Board demonstrates confidence in his leadership and aligns with the previously disclosed succession plan for the CEO role. The introduction of a specific compensation package for the non-executive Chairman also clarifies governance and succession planning for this critical role, providing transparency for shareholders regarding executive and board compensation.

Key Highlights

  • 1William M. Brown, President and CEO, was appointed to the Board of Directors, increasing the board size from eleven to twelve members.
  • 2Mr. Brown's appointment to the Board fulfills a key term in his employment agreement, avoiding a 'Constructive Termination' scenario.
  • 3The company established an annual cash retainer of $150,000 for the non-executive Chairman of the Board, effective January 1, 2012.
  • 4Thomas A. Dattilo is set to become the non-executive Chairman of the Board on January 1, 2012, succeeding Howard L. Lance.
  • 5Mr. Brown will serve as an employee director and will not receive separate compensation for his board service or be appointed to any board committees.
  • 6An updated Summary of Annual Compensation of Outside Directors, effective January 1, 2012, has been filed as an exhibit.

Frequently Asked Questions

William M. Brown was appointed to the Board of Directors to fulfill a condition in his employment agreement, which stipulated his appointment to the Board by May 1, 2012, to avoid a 'Constructive Termination' of his employment. This appointment also reflects the Board's confidence in his leadership as President and CEO.

No, as an employee director, Mr. Brown will not receive separate compensation for his service as a director. He is also not expected to be appointed to any committees of the Board.

Effective January 1, 2012, the non-executive Chairman of the Board will receive an annual cash retainer of $150,000, payable in quarterly installments.

Thomas A. Dattilo has been appointed to serve as the non-executive Chairman of the Board, succeeding the current Chairman, Howard L. Lance. His term as non-executive Chairman begins on January 1, 2012.