8-KLeadership Changes

L3HARRIS TECHNOLOGIES, INC. /DE/ 8-K Report, Executive Changes (Mar 25, 2015)

Filed March 25, 2015For Securities:LHX

Summary

L3Harris Technologies, Inc. (then Harris Corporation) filed an 8-K on March 24, 2015, announcing the appointment of Mr. Todd Taylor as the new Vice President, Principal Accounting Officer, effective May 11, 2015. Mr. Taylor will succeed Mr. Lewis A. Schwartz, who will transition to focus on the integration of Exelis Inc. This change in a key financial reporting role indicates a planned transition and brings in new expertise to the company. The filing details Mr. Taylor's compensation package, which includes a base salary, annual incentive plan eligibility, a restricted stock grant, future equity grants, a sign-on bonus, and standard employee benefits. The offer letter also outlines severance provisions in the event of termination without cause or constructive termination, as well as enhanced benefits under an Executive Change in Control Severance Agreement. These provisions aim to provide financial security for Mr. Taylor and align his interests with the company's stability and potential transactions.

Key Highlights

  • 1Appointment of Todd Taylor as Vice President, Principal Accounting Officer, effective May 11, 2015.
  • 2Mr. Taylor succeeds Lewis A. Schwartz, who will focus on Exelis Inc. integration.
  • 3Mr. Taylor's compensation includes a $275,000 base salary and target 60% annual incentive bonus.
  • 4A grant of 3,500 restricted shares will vest on the third anniversary of the grant date.
  • 5Eligibility for annual equity grants starting in fiscal 2016 with a target value of $180,000.
  • 6A $50,000 sign-on bonus and relocation benefits are included.
  • 7Severance provisions are detailed for termination without cause or constructive termination, including a change-in-control component.

Frequently Asked Questions

Mr. Taylor's appointment signifies a planned leadership transition in a critical financial reporting role. His experience from Molex Inc. and PricewaterhouseCoopers is expected to bring valuable expertise to Harris Corporation's accounting and financial operations.

Mr. Taylor will receive an initial base salary of $275,000, is eligible for an annual cash incentive with a target of 60% of his base salary, and received a grant of 3,500 restricted shares vesting in three years. He will also be eligible for future annual equity grants, receive a $50,000 sign-on bonus, and standard employee benefits, including relocation assistance.

The offer letter outlines severance pay equivalent to his current base salary and target annual incentive if terminated by the company without cause or by Mr. Taylor due to constructive termination within 24 months of his start date. Additionally, he is eligible for an Executive Change in Control Severance Agreement, which typically provides for enhanced benefits, including a lump sum severance payment up to two times his salary and bonus, and continuation of benefits for up to two years, in the event of a change in control and subsequent termination.

Mr. Schwartz has served as the Principal Accounting Officer since 2005 and will continue in that role until May 11, 2015. Following Mr. Taylor's appointment, Mr. Schwartz will transition to a full-time role focused on the integration of Exelis Inc. and will assist Mr. Taylor with his transition.