L3Harris (NYSE: LHX) CEO exits after conduct review, Mehta steps in
Rhea-AI Filing Summary
L3Harris Technologies announced a leadership transition in which Sam Mehta was appointed President and Chief Executive Officer and joined the Board, effective immediately. Mehta previously led the Space & Mission Systems (SMS) and Communications & Spectrum Dominance (CSD) segments, which comprise approximately 80% of total revenue, and brings more than 25 years of aerospace and defense leadership experience.
The company also disclosed that former Chairman and CEO Christopher Kubasik stepped down from his roles and from all subsidiary boards pursuant to a Separation Agreement. L3Harris stated that its Board, assisted by independent counsel, investigated certain conduct it concluded was not consistent with the company’s Code of Conduct, while noting this conduct was unrelated to financial reporting, controls, customer relationships or operational performance. Under the Separation Agreement, Kubasik may retain and exercise previously vested stock options but will not receive severance payments, severance benefits or accelerated vesting of unvested equity awards.
Mehta’s new compensation package includes an annual base salary of $1,250,000, a target annual cash bonus opportunity equal to 200% of base salary, and a long-term incentive target of $13,250,000, each prorated for fiscal 2026. The Board named Lewis Hay III as Independent Chairman and promoted Lauren Barnes to President of SMS and Christopher Aebli to President of CSD. L3Harris reaffirmed its 2026 outlook for consolidated revenue, organic growth, segment operating margin, GAAP earnings per share and free cash flow.
Positive
- None.
Negative
- None.
Filing Explained
The filing also states that L3Harris remains committed to its previously announced
8-K Event Classification
4 items: 5.02, 7.01, 8.01, 9.01
4 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 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CEO base salary: $1,250,000 per year
Target annual cash bonus: 200% of base salary
Long-term incentive target: $13,250,000
+3 more
6 metrics
CEO base salary
$1,250,000 per year
Annual base salary for Sam Mehta as President and CEO, prorated for fiscal 2026
Target annual cash bonus
200% of base salary
Target bonus opportunity for Sam Mehta, prorated for fiscal 2026
Long-term incentive target
$13,250,000
Annual long-term incentive target for Sam Mehta, prorated for fiscal 2026
Revenue share of SMS and CSD
approximately 80%
SMS and CSD segments’ combined share of L3Harris total revenue
Capital buildout
$3 billion
Planned capital buildout to increase solid rocket motor production and strengthen supply chain
Mehta industry experience
more than 25 years
Strategic and operational leadership experience across the aerospace and defense industry
Key Terms
Separation Agreement, non-competition, organic growth, segment operating margin, +1 more
5 terms
Separation Agreement regulatory
"entered into a Separation Agreement, dated as of August 16, 2026"
A separation agreement is a written contract that spells out the financial and legal terms when an employee and a company part ways, such as final pay, severance, continued benefits, confidentiality, and any release of claims. For investors, it matters because these agreements determine immediate costs, potential future liabilities, and whether departing staff are restricted from competing or disclosing information—factors that can affect a company’s cash flow, risk profile, and leadership continuity.
non-competition regulatory
"including confidentiality, non-disparagement, non-solicitation, no-hire, customer non-interference and non-competition"
A non-competition is a contractual restriction that prevents a person or business from starting or working in a competing business within a specified time and geographic area after leaving a job or completing a transaction. It matters to investors because it acts like a temporary fence around customers, trade secrets and know‑how, helping protect future revenue and company value; weak or unenforceable restrictions can increase the risk of customer loss and competitive erosion.
organic growth financial
"reaffirmed 2026 consolidated revenue, organic growth, segment operating margin"
Organic growth is the increase in a company's sales or profits that comes from its own activities, such as selling more products or services, rather than through acquisitions or mergers. It is like a plant growing taller on its own, without needing outside help. For investors, it indicates the company's ability to expand steadily and sustainably through its existing business efforts.
segment operating margin financial
"reaffirmed 2026 consolidated revenue, organic growth, segment operating margin"
Segment operating margin measures how much profit a specific part of a company keeps from its sales after paying the costs to run that part, expressed as a percentage. Investors use it like a slice-size indicator to compare which divisions are more efficient at turning revenue into operating profit, helping spot strengths, weaknesses, and where management might focus resources or improvements.
free cash flow financial
"reaffirmed 2026 consolidated revenue, organic growth, segment operating margin, GAAP Earnings Per Share and Free Cash Flow"
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
FAQ
What leadership changes did L3Harris (LHX) announce on August 17, 2026?
L3Harris appointed Sam Mehta as President and CEO and a Board member, effective immediately, and named Lewis Hay III as Independent Chairman. Lauren Barnes and Christopher Aebli were promoted to lead the Space & Mission Systems and Communications & Spectrum Dominance segments.
What are the key terms of Christopher Kubasik’s separation from L3Harris (LHX)?
Under a Separation Agreement, Christopher Kubasik’s employment and Board service ended immediately. He may retain and exercise previously vested stock options but receives no severance payments, severance benefits or accelerated vesting of unvested equity awards, and both parties provided mutual releases with restrictive covenants.
How is new CEO Sam Mehta compensated at L3Harris (LHX)?
Sam Mehta will receive an annual base salary of $1,250,000, a target annual cash bonus of 200% of base salary, and a long-term incentive target of $13,250,000, each prorated for fiscal 2026, plus limited personal aircraft use and financial planning and tax assistance.
Did L3Harris (LHX) change its 2026 financial outlook with this CEO transition?
L3Harris reaffirmed its 2026 guidance for consolidated revenue, organic growth, segment operating margin, GAAP earnings per share and free cash flow. The company stated that the conduct at issue was unrelated to financial reporting, controls, customer relationships or operational performance.
Who now leads L3Harris’ major business segments SMS and CSD, which drive most revenue?
Following Sam Mehta’s promotion to CEO, Lauren Barnes became President of Space & Mission Systems (SMS) and Christopher Aebli became President of Communications & Spectrum Dominance (CSD). The company stated that SMS and CSD together account for approximately 80% of total revenue.
What ongoing investment did L3Harris (LHX) reference in this announcement?
L3Harris reiterated its commitment to a previously announced $3 billion capital buildout under Missile Solutions leadership to increase solid rocket motor production and strengthen its supply chain, aimed at addressing critical national security needs.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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): August 16, 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | |||||
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.
Appointment of Chief Executive Officer
On August 17, 2026, L3Harris Technologies, Inc. (the “Company”) announced the appointment of Sam Mehta, as President and Chief Executive Officer of the Company, effective immediately. In addition, Mr. Mehta has been appointed to the Board of Directors (the “Board”).
Mr. Mehta, age 53, joined the Company in 2023 and brings more than 25 years of strategic and operational leadership experience across the aerospace and defense industry to the role. He is a member of the Company’s executive team and, as President of the Space & Mission Systems (SMS) and Communications & Spectrum Dominance (CSD) segments, is responsible for business strategy, financial performance, successful execution and growth of the Company’s largest segments to deliver integrated, mission-critical solutions across space, air, land, sea and cyber domains. The SMS and CSD segments comprise approximately 80% of the Company’s total revenue. Prior to joining the Company, Mr. Mehta served as President of Advanced Structures at Collins Aerospace, a business unit of RTX Corporation, from 2018 until 2022.
In connection with Sam Mehta’s appointment as Chief Executive Officer, the Board approved the following changes to Sam Mehta’s compensation in recognition of his significantly expanded scope of responsibilities, providing for an annual base salary of $1,250,000 and a target annual cash bonus opportunity of 200% of base salary with each of the foregoing prorated for the 2026 fiscal year. Mr. Mehta’s long-term incentive target will be set at $13,250,000 and pro-rated for 2026. Mr. Mehta will also be eligible for limited personal use of corporate aircraft and assistance with financial planning and tax preparation. Mr. Mehta will be eligible for severance benefits under the Company’s Severance Pay Plan and the Company’s Executive Change-in-Control Plan.
Mr. Mehta’s appointment was not pursuant to any arrangement or understanding with any other person. In addition, there are no family relationships between Mr. Mehta and any director or other executive officer of the Company and there are no related person transactions between the Company and Mr. Mehta reportable under Item 404(a) of Regulation S-K. Mr. Mehta is not expected to serve on any committees of the Board.
Separation of Chief Executive Officer
On August 17, 2026, the Company announced that the Company and Christopher Kubasik, its Chairman and Chief Executive Officer (the “Executive”), mutually agreed to end the Executive’s employment with the Company effective immediately (the “Separation Date”). In connection with such departure, the Executive resigned as a member of the Company’s Board and all boards of the Company’s subsidiaries and affiliates.
The Executive’s departure comes after an investigation conducted by the independent members of the Board, with the assistance of independent counsel. The Board determined that the Executive engaged in conduct that was not consistent with the values of the Company as outlined in its Code of Conduct. Such conduct did not involve, and has no impact on, the Company’s financial reporting, controls, customer relationships or operational performance, and the Executive’s resignation from the Company’s Board was not because of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
In connection with the Executive’s departure, the Company and the Executive entered into a Separation Agreement, dated as of August 16, 2026 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Executive’s employment ended on the Separation Date and he resigned as a member of the Board and all boards of the Company’s subsidiaries and affiliates. The Executive will work with the Board to assist with an efficient transition of his duties and responsibilities. The Separation Agreement further provides that the Executive will be entitled to retain and exercise certain previously vested stock options granted to him under the Company’s equity incentive plans, but will not be entitled to any severance payments or benefits or accelerated vesting of any unvested equity incentive awards. The Separation Agreement also contains mutual releases of certain claims by each party against the other, as well as customary restrictive covenants, including confidentiality, non-disparagement, non-solicitation, no-hire, customer non-interference and non-competition covenants for specified periods following the Separation Date.
1
The foregoing description of the Separation Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Separation Agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 17, 2026, the Company issued a press release announcing the Executive’s departure and the appointment of Sam Mehta as President, Chief Executive Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.
Item 8.01 Other Events.
On August 17, 2026, the Company announced that Lewis Hay III has been appointed as Independent Chairman of the Board, Lauren Barnes has been appointed President, Space & Mission Systems and Christopher Aebli has been appointed President, Communications & Spectrum Dominance, in each case effective immediately. A copy of the press release announcing the appointments is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Mr. Hay has been a member of the Company’s board of directors and a predecessor board since 2002. He most recently served as the Company’s Lead Independent Director and serves as a member of the Company’s Nominating and Governance Committee. Mr. Hay was an operating advisor for Clayton, Dubilier & Rice, LLC from 2012 to 2026. Mr. Hay previously served at NextEra Energy, Inc. as Executive Chairman (2012-2013), Chief Executive Officer (2001-2012), Chairman (2002-2013), President (2001-2006) and as President of NextEra Energy Resources, LLC (2000-2001). He joined NextEra Energy in 1999 as Vice President, Finance and Chief Financial Officer, following his service as Chief Executive Officer of Florida Power & Light Company (2002-2008). Mr. Hay is a member of the Board of Directors of Elevance Health, Inc. (since 2013) and served as a Director of Capital One Financial Corporation (2003-2019).
Ms. Barnes joined the Company in 2023 and most recently served as President of Spectrum Superiority. She previously served as President of the former Broadband Communications Systems and prior to that was Vice President, Program Management. Prior to joining the Company, Ms. Barnes held several roles of increasing responsibility at The Boeing Company, including St. Louis 777X Program Manager, T-7 Deputy Program Manager, Defense Logistics Services Program Manager, Chief of Staff for Government Operations in Washington, D.C. and Global Strike Strategy Manager.
Mr. Aebli joined the Company in 1991 and has held leadership roles across engineering, program management, sales and international business. He most recently served as President of the Mission Critical Communications sector. Over the course of his career, he has served in a number of senior leadership positions, including Vice President of DoD Sales, Vice President of the U.S. DoD business, Vice President of the International business, President of the legacy Global Communication Systems sector, President of the legacy Tactical Communications sector. Before joining the Company, Mr. Aebli was an engineer at the Naval Underwater Systems Center. He serves on the boards of the Greater Rochester Chamber of Commerce and the United Way of Greater Rochester and the Finger Lakes.
The information in this Item 8.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 8.01 of this Current Report on Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX
The following exhibits are provided herewith:
| Exhibit Number | Description | ||||
| 10.1 | Separation Agreement, dated August 16, 2026, between the Company and the Executive. | ||||
| 99.1 | Press Release dated August 17, 2026. | ||||
| 104 | Cover Page Interactive Data File formatted in Inline XBRL | ||||
3
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 T. Feddersen | |||||||||||||||||||
| Name: | Christoph T. Feddersen | |||||||||||||||||||
| Date: August 17, 2026 | Title: | Senior Vice President, General Counsel and Secretary | ||||||||||||||||||
4
Exhibit 99.1
L3Harris Technologies Appoints Sam Mehta, Proven Aerospace and Defense Executive, as President and Chief Executive Officer
Lewis Hay III Named Independent Chairman of the Board
Lauren Barnes Appointed President of Space & Mission Systems and Christopher Aebli Appointed President of Communications & Spectrum Dominance
Christopher Kubasik Steps Down as Chairman and CEO
Reaffirms 2026 Consolidated Revenue, Organic Growth, Segment Operating Margin, GAAP Earnings Per Share and Free Cash Flow
MELBOURNE, Fla., Aug. 17, 2026 — L3Harris Technologies (NYSE: LHX) today announced that its Board of Directors has appointed Sam Mehta as President and Chief Executive Officer and a member of the Board. In addition, Lewis Hay III, L3Harris’ Lead Independent Director, has been named Independent Chairman of the Board. Christopher Kubasik has stepped down as Chairman and CEO and as a member of the Board. These changes are effective immediately.
Mehta joined L3Harris in 2023 and has more than 25 years of strategic and operational leadership experience across the aerospace and defense industry. He is a member of the L3Harris executive team. In his most recent role as President of the Space & Mission Systems (SMS) and Communications & Spectrum Dominance (CSD) segments, he was responsible for business strategy, financial performance, successful execution and growth of the Company's largest segments to deliver integrated, mission-critical solutions across space, air, land, sea and cyber domains. The SMS and CSD segments comprise more than 80% of L3Harris’ total revenue.
Hay said, “Sam is a proven executive who brings deep knowledge of our business, priorities and culture, making him ideally suited to become President and CEO of L3Harris at this important time in our company’s and our nation’s history. Sam’s readiness to lead L3Harris reflects the Board’s robust succession planning and our focus on cultivating talent.”
Mehta said, “I am honored by the opportunity to serve as President and CEO of L3Harris. I look forward to working even more closely with my fellow senior leaders and my talented colleagues across the Company to support the needs of our country and our allies. Today, L3Harris has a portfolio purpose-built for the future of warfare, and we are well-positioned to continue executing our focused growth strategy as The Trusted Disruptor.”
Hay said, “I am pleased to assume the role of Independent Chairman of the Board of L3Harris. Working side by side with my fellow directors, Sam and the rest of L3Harris
leadership, we are focused on delivering on our key priorities for the benefit of our customers, partners and shareholders.”
In connection with Mehta’s appointment as President and CEO, Lauren Barnes, President of Spectrum Superiority, has been appointed President of SMS and Christopher Aebli, President of Mission Critical Communications, has been appointed President of CSD, also effective immediately. Under the leadership of Kenneth Bedingfield, President of Missile Solutions, L3Harris remains committed to its previously announced $3 billion capital buildout to increase solid rocket motor production and strengthen its supply chain to address our nation’s urgent and critical needs.
Details of Kubasik’s Departure
Hay added, “Chris has overseen significant transformation during his tenure at L3Harris, and he has built a strong team to carry the business forward. However, our values guide the actions we take each day as The Trusted Disruptor and are at the center of everything we do. The Board and Chris have agreed that implementing our succession plan today is the right thing to do. We thank him for his service.”
The Company became aware of certain conduct by Kubasik that was not consistent with the values of the Company as outlined in its Code of Conduct. This conduct was unrelated to the Company’s financial reporting, controls, customer relationships or operational performance. Following its investigation of these matters with the assistance of independent counsel, the Board determined that it would be in the best interests of the Company to enter into a separation agreement with Kubasik.
Financial Update
L3Harris today reaffirmed 2026 consolidated revenue, organic growth, segment operating margin, GAAP earnings per share and free cash flow.
About Sam Mehta
Mehta joined L3Harris in January 2023 as President of the Communication Systems segment and a member of the Executive Management Team and became President of the SMS and CSD segments in March 2026. Prior to joining L3Harris, he was President, Advanced Structures for Collins Aerospace, a business unit of RTX Corporation. Before RTX Corporation, Mehta spent more than 17 years at Sikorsky Aircraft in leadership roles of increasing responsibility across general management, business development and operations.
About Lewis Hay III
Hay has been a member of the L3Harris and a predecessor board since 2002. He most recently served as our Lead Independent Director and serves as a member of our Nominating and Governance Committee. Hay previously served as an operating advisor for Clayton, Dubilier & Rice, LLC (2012-2026). He also held several senior leadership roles at NextEra Energy, Inc., including Executive Chairman (2012-2013), Chief Executive Officer
(2001-2012), Chairman (2002-2013), and President (2001-2006). Earlier, he served as President of NextEra Energy Resources, LLC (2000-2001). He joined NextEra Energy in 1999 as Vice President, Finance and Chief Financial Officer. He also served as Chief Executive Officer of Florida Power & Light Company (2002-2008). Hay is a member of the Board of Directors of Elevance Health, Inc. (since 2013) and served as a Director of Capital One Financial Corporation (2003-2019).
About Lauren Barnes
Barnes joined L3Harris Technologies in 2023 and most recently served as President of Spectrum Superiority. She previously served as President of the former Broadband Communications Systems and prior to that was Vice President, Program Management. Prior to joining L3Harris, Barnes held several roles of increasing responsibility at The Boeing Company, including St. Louis 777X Program Manager, T-7 Deputy Program Manager, Defense Logistics Services Program Manager, Chief of Staff for Government Operations in Washington, D.C. and Global Strike Strategy Manager.
About Christopher Aebli
Aebli joined L3Harris in 1991 and has held leadership roles across engineering, program management, sales and international business. He most recently served as President of the Mission Critical Communications sector. Over the course of his career, he has served in a number of senior leadership positions, including Vice President of DoD Sales, Vice President of the U.S. DoD business, Vice President of the International business, President of the legacy Global Communication Systems sector, and President of the legacy Tactical Communications sector. Before joining L3Harris, Aebli was an engineer at the Naval Underwater Systems Center. He serves on the boards of the Greater Rochester Chamber of Commerce and the United Way of Greater Rochester and the Finger Lakes.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws made in reliance on the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Examples include, but are not limited to: planned investments and capacity expansion; 2026 guidance; the impact of the global security environment; projections of other financial items; and assumptions underlying any of the foregoing. Investors should not place undue reliance on forward-looking statements, which reflect management’s current expectations, estimates, projections, assumptions and information currently available to management, and are not guarantees of future performance or actual results. Important risks that could cause our results to differ materially from those expressed in or implied by these forward-looking statements or from our historical results include, but are not limited to, risks arising from: competitive markets; U.S. Government spending priorities; changes in contract mix; unilateral contract action by the U.S. Government or unexpected issues related to the Department of War’s investment in our subsidiary; uncertain economic conditions; future geo-political events; supply chain disruptions; indebtedness; interest rates and other market factors; and changes in effective tax rate or additional tax exposures. These and other important risks
that could impact forward-looking statements are described more fully in the “Risk Factors” in our Form 10-K for fiscal 2025. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are qualified by the cautionary statements in this section, and we have no duty to and disclaim any intention or obligation, other than imposed by law, to update or revise any forward-looking statements, whether as a result of new information, future events or developments or otherwise.
About L3Harris Technologies
L3Harris is the Trusted Disruptor in defense tech. With customers’ mission-critical needs always in mind, our employees deliver end-to-end technology solutions connecting the space, air, land, sea and cyber domains in the interest of national security. Visit L3Harris.com for more information.
Investor Relations Contact:
Tony Calderon
InvestorRelations@L3Harris.com
Media Relations Contact:
Kaitlyn Arena
Media@L3Harris.com