8-KLeadership Changes

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Executive Changes (Aug 27, 2014)

Filed August 27, 2014For Securities:LHX

Summary

This 8-K filing from L3Harris Technologies (formerly Harris Corporation) reports on executive compensation actions approved on August 23, 2014, by the independent directors of the Board. Specifically, it details the fiscal year 2014 cash payouts under the Annual Incentive Plan and performance share unit award payouts for the 2012-2014 performance period under the Equity Incentive Plan for named executive officers. The compensation actions reflect the achievement of established financial and individual performance targets. For cash payouts, the metrics included consolidated revenue, operating income, and free cash flow for certain executives, and segment-specific performance for others, weighted differently. Equity payouts were based on cumulative operating income and average annual return on invested capital over a three-year period, with adjustments for total shareholder return relative to a peer group.

Key Highlights

  • 1Details fiscal 2014 cash incentive payouts for named executive officers based on performance targets.
  • 2William M. Brown, CEO, received $1,513,000 in cash incentives for fiscal 2014.
  • 3Reports payouts of performance share units (PSUs) for the 2012-2014 performance period.
  • 4CEO William M. Brown was awarded 97,502 shares under the Equity Incentive Plan for the 2012-2014 performance period.
  • 5Compensation decisions were made by the independent directors and the Management Development and Compensation Committee.
  • 6Specific financial metrics used for cash payouts included consolidated revenue, operating income, and free cash flow.
  • 7Equity payouts were linked to cumulative operating income and average annual return on invested capital, with total shareholder return as a modifier.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose executive compensation decisions made by Harris Corporation's Board of Directors regarding cash incentive payouts for fiscal year 2014 and performance share unit awards for the 2012-2014 performance period.

The named executive officers who received cash payouts for fiscal 2014 include William M. Brown ($1,513,000), Robert L. Duffy ($425,000), Dana A. Mehnert ($307,000), James D. Morris ($140,000), and Gary L. McArthur ($417,000). Mr. McArthur's payout was based on his fiscal 2014 target due to his separation agreement.

The PSU payouts were based on the Company's three-year cumulative operating income and average annual return on invested capital (ROIC) for the performance period, weighted equally. These were subject to adjustment based on the Company's total shareholder return ranking compared to a defined peer group.

Yes, while the CEO and certain other senior officers had consolidated company metrics (revenue, operating income, free cash flow) for their cash payouts, other executives like Dana A. Mehnert and James D. Morris had payouts based on a combination of their respective operating segment's performance (80%) and company consolidated performance (20%).