L3Harris Technologies (NYSE: LHX) OKs $25M leadership retention awards
Rhea-AI Filing Summary
L3Harris Technologies approved special one-time equity Sustainment Awards for three senior executives, with target grant date values of $10,000,000 each for Kenneth Bedingfield and Samir Mehta and $5,000,000 for CFO Kenneth Sharp. The awards will be granted on August 3, 2026 under the 2024 Equity Incentive Plan as 50% performance share units (PSUs) and 50% restricted stock units (RSUs).
The PSUs cover a three-year performance period from fiscal year 2027 through fiscal year 2029 and vest based on compounded organic revenue growth and average segment operating margin, each weighted 50%. Each executive may earn between 0% and 200% of the target PSUs. Both PSUs and RSUs cliff-vest at the end of fiscal year 2029, with pro-rata vesting upon involuntary termination without cause and no vesting upon voluntary termination or retirement.
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Filing Explained
The approved awards’ share count remains undetermined until the August 3 grant-date stock price.
The Compensation Committee approved equity awards on
The company says the complete award agreements and related plan terms will be filed with its Quarterly Report on Form 10-Q for the quarter ending
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Sustainment Award value – Kenneth Sharp: $5,000,000
Sustainment Award value – Kenneth Bedingfield: $10,000,000
Sustainment Award value – Samir Mehta: $10,000,000
+4 more
7 metrics
Sustainment Award value – Kenneth Sharp
$5,000,000
Target grant date value of special one-time equity award for the CFO
Sustainment Award value – Kenneth Bedingfield
$10,000,000
Target grant date value of special one-time equity award for the President, Missile Solutions
Sustainment Award value – Samir Mehta
$10,000,000
Target grant date value of special one-time equity award for the President, Space & Mission Systems and Communications & Spectrum Dominance
PSU payout range
0% to 200% of target PSUs
Range of PSUs that may vest based on performance over fiscal years 2027–2029
Performance period
fiscal year 2027 through fiscal year 2029
Three-year performance period applicable to the PSUs
Grant date
August 3, 2026
Scheduled grant date for the Sustainment Awards under the 2024 Equity Incentive Plan
Cliff vesting date
end of fiscal year 2029
Date when both PSUs and RSUs are scheduled to cliff-vest, subject to continued employment
Key Terms
performance share units, restricted stock units, compounded organic revenue growth, average segment operating margin, +1 more
5 terms
restricted stock units financial
"in the form of 50% performance share units (PSUs) and 50% restricted stock units (RSUs)"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
compounded organic revenue growth financial
"consisting of compounded organic revenue growth (weighted 50%) and average segment operating margin"
average segment operating margin financial
"and average segment operating margin (weighted 50%), over the three-year performance period"
cliff-vest financial
"Both the PSUs and RSUs will cliff-vest at the end of fiscal year 2029"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What executive equity awards did L3Harris (LHX) approve on July 23, 2026?
L3Harris approved special one-time equity Sustainment Awards for three senior executives. The grants, to be issued August 3, 2026, aim to support leadership continuity and align executive interests with shareholders through performance-based PSUs and time-based RSUs.
How large are the Sustainment Awards for each L3Harris (LHX) executive?
The target grant values are $10,000,000 for Kenneth Bedingfield, $10,000,000 for Samir Mehta, and $5,000,000 for CFO Kenneth Sharp. Each award is split 50% into performance share units and 50% into restricted stock units.
What performance metrics determine PSU vesting in L3Harris (LHX) Sustainment Awards?
PSU vesting depends on compounded organic revenue growth and average segment operating margin, each weighted 50%, over fiscal years 2027–2029. Based on performance against these criteria, executives can earn from 0% to 200% of their target PSUs.
When do the PSUs and RSUs from L3Harris (LHX) Sustainment Awards vest?
Both PSUs and RSUs cliff-vest at the end of fiscal year 2029, subject to the executive’s continued employment. PSU payouts at vesting reflect actual performance over the 2027–2029 period on the specified financial metrics.
What happens to L3Harris (LHX) Sustainment Awards if an executive is involuntarily terminated without cause?
On involuntary termination without cause, an executive is eligible for pro-rata vesting: one-third after fiscal 2027, two-thirds after fiscal 2028, and full vesting after fiscal 2029. PSUs in this case pay out based on actual performance over the applicable period.
Do L3Harris (LHX) Sustainment Awards vest upon voluntary termination or retirement?
No. The Sustainment Awards explicitly provide no vesting upon voluntary termination or retirement. Vesting generally requires continued employment through fiscal 2029, except for the defined pro-rata treatment after involuntary termination without cause.
Under what plan and structure are the L3Harris (LHX) Sustainment Awards granted?
The Sustainment Awards will be granted under the 2024 Equity Incentive Plan. Each award consists of 50% performance share units and 50% restricted stock units, with the number of units based on the grant-date closing price of L3Harris common stock.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 23, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||||||
Registrant’s telephone number, including area code: (321 ) 727-9100
| No change | ||
| (Former name or former address, if changed since last report) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. | |||||
Emerging growth company | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2026, the Compensation Committee of the Board of Directors of L3Harris Technologies, Inc. (the “Company”) approved the grant of special one-time equity awards (the “Sustainment Awards”) to each of Kenneth Sharp, Senior Vice President and Chief Financial Officer, Kenneth Bedingfield, President, Missile Solutions, and Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance (the “Executives”).
The Sustainment Awards are intended to help ensure the Executives’ continued leadership of the Company and to further align their interests with those of the Company’s shareholders by tying a significant portion of the awards to the achievement of rigorous performance goals.
The Sustainment Awards will be granted on August 3, 2026, pursuant to the Company’s 2024 Equity Incentive Plan, in the form of 50% performance share units (“PSUs”) and 50% restricted stock units (“RSUs”), with aggregate target grant date values as set forth below:
•Kenneth Sharp, Senior Vice President and Chief Financial Officer: $5,000,000
•Kenneth Bedingfield, President, Missile Solutions: $10,000,000
•Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance: $10,000,000
The number of PSUs and RSUs subject to each Executive’s Sustainment Award will be determined by dividing the applicable target dollar value by the closing market price of one share of the Company’s common stock on the grant date (rounded up to the nearest whole share).
The PSUs are subject to a three-year performance period (fiscal year 2027 through fiscal year 2029). The number of PSUs that ultimately vest will be dependent upon the Company’s achievement of specified financial performance criteria, consisting of compounded organic revenue growth (weighted 50%) and average segment operating margin (weighted 50%), over the three-year performance period. Based on the level of achievement of the performance criteria, each Executive may earn between 0% and 200% of the target number of PSUs. Both the PSUs and RSUs will cliff-vest at the end of fiscal year 2029, subject to the Executive’s continued employment through such date.
In the event of an Executive’s involuntary termination without cause, the Executive will be eligible for pro-rata vesting based on continued employment through each fiscal year end during the performance period, as follows: one-third upon the end of fiscal year 2027, two-thirds upon the end of fiscal year 2028, and full vesting upon the end of fiscal year 2029. In such event, the PSUs will pay out based on actual performance for the applicable performance period. The Sustainment Awards do not provide for any vesting upon voluntary termination or retirement.
The foregoing description of the terms and conditions of the Sustainment Awards is not complete and is qualified in its entirety by, and should be read in conjunction with, the Company’s 2024 Equity Incentive Plan and the complete text of the applicable forms of award agreements, copies of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending October 2, 2026.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are provided herewith:
| Exhibit Number | Description | ||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL | ||||
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
L3HARRIS TECHNOLOGIES, INC. | ||||||||||||||||||||
| By: | /s/ Christoph Feddersen | |||||||||||||||||||
| Name: | Christoph Feddersen | |||||||||||||||||||
| Date: July 24, 2026 | Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||||
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