Sector: Industrials
L3HARRIS TECHNOLOGIES INC · Meeting: May 11, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Elect our Board's eleven nominees for director for a one-year term expiring at the 2027 Annual Meeting of Shareholders
Long-serving independent director with strong finance/CFO background; no overboarding, perfect attendance, and TSR trigger does not apply given LHX's strong positive 3-year return of +94.5% outperforming the peer median by +22.7pp, well below the 65pp threshold.
Longest-tenured independent director with broad operational and governance experience; no overboarding flags, perfect attendance, and TSR trigger does not apply given LHX's strong positive 3-year outperformance vs. peer median.
Serves on 3 other public company boards (at the policy limit but not exceeding it); experienced operating executive with aerospace and industrial expertise; TSR trigger does not apply.
Sitting CEO of JetBlue who holds 1 outside public board seat (LHX), within the policy limit of 1 for sitting CEOs; joined in 2022 so has meaningful tenure; TSR trigger does not apply.
Joined in 2023 and serves on 2 other public company boards; strong operational and finance background; TSR trigger does not apply and tenure is under 3 years providing additional context.
Retired Admiral and former U.S. Ambassador providing unique national security and defense expertise relevant to LHX's core business; no overboarding, no attendance issues, TSR trigger does not apply.
Lead Independent Director with long tenure and strong finance, strategy, and governance credentials; serves on 1 other public company board; TSR trigger does not apply.
Chairman and CEO serving as the sole executive director; as CEO of LHX he holds no outside board seats; TSR trigger evaluated independently from Say on Pay — LHX's 3-year TSR of +94.5% outperforms the peer median by +22.7pp, well below the 65pp threshold, so no TSR-based AGAINST vote is warranted.
Joined in 2024 and is a sitting CEO at Trane Technologies holding 1 outside public board seat (LHX), within the 1-board policy limit for sitting CEOs; exempt from the TSR trigger given tenure under 24 months.
Retired Air Force General providing deep aerospace, defense, and cybersecurity expertise aligned with LHX's business; no other public board seats; TSR trigger does not apply.
Current CFO of Goodyear with strong finance and accounting credentials appropriate for Audit Committee service; joined in 2022; TSR trigger does not apply.
All eleven nominees pass the key policy screens: the TSR trigger does not fire because LHX's 3-year return of +94.5% outperforms the disclosed compensation peer group median by +22.7 percentage points, well below the 65pp threshold applicable to strong-positive-TSR companies. No director is overboarded, all attendance figures are at or above the 75% threshold (99-100% across board and committee meetings), no familial relationships with management are disclosed, no non-independent directors serve on audit or compensation committees, and the board discloses a clear skills matrix. FOR is warranted for all eleven nominees.
CEO
Christopher Kubasik
Total Comp
$25,617,590
Prior Support
74%%
L3Harris received 74% shareholder support on Say on Pay in 2025, which is above the 70% threshold that would automatically trigger a AGAINST vote for failure to respond; the company also demonstrated a meaningful response by engaging with shareholders representing 45% of outstanding shares and making concrete program changes for 2026, including revising the relative TSR payout structure and streamlining cash incentive metrics. The CEO's total reported compensation of approximately $25.6 million is high for the defense/industrials sector at this market cap level and warrants scrutiny, but the pay mix is strongly performance-oriented — over 90% is variable and at-risk with 92% at-risk for the CEO — which is well above the policy's 50-60% minimum threshold for variable pay. The pay-for-performance alignment check is satisfied: LHX's 1-year TSR of +71% ranked at the 94th percentile of its compensation peer group and its 3-year TSR of +94.5% ranked at the 64th percentile, meaning above-benchmark incentive payouts are supported by genuine shareholder outperformance; while the +31% individual performance adjustment for the CEO is large and somewhat discretionary, the company provided detailed rationale tied to a specific strategic initiative, and the overall structure passes the policy screens.
Auditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$19,138,930
Non-Audit Fees
$3,061,355
Non-audit fees (tax fees of $2,568,049 plus audit-related fees of $486,106 plus other fees of $7,200, totaling approximately $3,061,355) represent about 16% of audit fees of $19,138,930, well below the 50% threshold that would trigger a AGAINST vote. EY is a Big 4 firm appropriate for a company of LHX's scale and complexity. Auditor tenure is not disclosed in the proxy, so the tenure trigger cannot be applied and the default FOR vote stands with tenure non-disclosure noted as a minor negative factor.
1 proposal submitted by shareholders
Proposal 4
John Chevedden is a well-known individual governance activist with a strong track record of submitting mainstream shareholder rights proposals — this is exactly the type of credible filer the policy directs us to take seriously. The proposal asks to lower the threshold for calling a special meeting from the current 25% (plus a one-year continuous holding requirement) to 10% with no holding requirement; lowering the special meeting threshold is a mainstream governance improvement that directly expands shareholder rights and is consistent with the policy's preference for structural proposals that align with shareholder interests. While the company argues that 25% is market standard among S&P 500 companies and that the 10% threshold could be abused by short-term shareholders, the current 25% threshold combined with a one-year holding requirement is meaningfully more restrictive than necessary to protect against abuse, and a 10% threshold is used by a significant number of companies without incident; on balance, expanding shareholders' ability to call meetings between annual meetings is a pro-shareholder governance improvement that warrants support.
The 2026 L3Harris annual meeting ballot contains four proposals: all eleven director nominees earn FOR votes as the company's strong stock performance well exceeds the peer-group underperformance threshold and no director fails any other key governance screen; Say on Pay earns a FOR vote supported by strong pay-for-performance alignment with LHX's industry-leading 1-year and 3-year TSR, meaningful shareholder engagement following a below-average 74% vote last year, and a heavily at-risk pay structure, though the large CEO individual performance adjustment and high absolute pay level bear watching. Auditor ratification of EY passes easily with non-audit fees at only 16% of audit fees. The shareholder proposal to lower the special meeting threshold from 25% to 10% earns a FOR vote as a mainstream governance improvement submitted by a credible activist filer.
12 companies disclosed in 2026 proxy filing
