Edward J. Zoiss
L3HARRIS TECHNOLOGIES, INC. /DE/About Edward J. Zoiss
Edward J. Zoiss, age 60, is President of Space & Airborne Systems (SAS) at L3Harris, a role he has held since June 2019 after previously serving as President of Legacy Harris Electronic Systems (2015–2019) . SAS generated $6.9B of revenue in fiscal 2024, positioning it as L3Harris’ largest segment by sales . Under company leadership, FY2024 delivered revenue growth to $21.325B (from $19.419B), operating margin expansion to 9.0% (from 7.3%), and adjusted free cash flow of $2.319B; 1/3/5‑year TSR was 2%/5%/17% respectively, framing the pay‑for‑performance context that drives Zoiss’ incentives . His FY2024 annual bonus paid at 111% of target, reflecting a blend of corporate over‑achievement and mixed SAS segment results (strong company-wide outcomes, SAS below target on several metrics) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| L3Harris Technologies – Space & Airborne Systems | President | 2019–present | Leads SAS, the largest segment at $6.9B FY2024 revenue |
| Legacy Harris Corporation – Electronic Systems | President | 2015–2019 | Led ES segment ahead of L3/Harris merger, foundational experience for SAS leadership |
External Roles
Not disclosed in company filings reviewed.
Fixed Compensation
| Component | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | 679,615 | 718,846 | 756,611 |
| Target Annual Cash Incentive ($) | Not disclosed | 725,000 target value | 750,000 target value |
| Target Bonus as % of Salary | Not disclosed | ≈101% (725k/718.8k) | ≈99% (750k/756.6k) |
| Actual Annual Bonus Paid ($) | 570,000 | 1,130,300 | 832,500 (111% of target) |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 design and results
- Weighting for segment presidents: 50% Corporate + 50% Segment; LHX NeXt savings measured at corporate level for all .
- Zoiss FY2024 AIP payout: 111% of target, reflecting blended corporate/segment outcomes .
Corporate performance (applies 50% to Zoiss):
| Metric | Weight | Threshold | Target | Max | Actual | Result vs Target | Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow ($B) | 50% | 1.785 | 2.232 | 2.567 | 2.319 | 104% | 126% |
| Adjusted EBIT ($B) | 20% | 2.938 | 3.457 | 3.975 | 3.551 | 103% | 118% |
| Revenue ($B) | 10% | 19.095 | 21.217 | 23.339 | 21.325 | 101% | 105% |
| Adjusted Segment Op Margin (%) | 10% | 14.3 | 15.0 | 15.5 | 15.4 | 103% | 180% |
| LHX NeXt Cost Savings ($M) | 10% | 300 | 400 | 500 | 800 | 200% | 200% |
SAS segment performance (applies 50% to Zoiss):
| Metric | Weight | Threshold | Target | Max | Actual | Result vs Target | Payout % |
|---|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow ($M) | 50% | 620 | 775 | 891 | 649 | 84% | 60% |
| Adjusted EBIT ($M) | 20% | 706 | 830 | 955 | 812 | 98% | 93% |
| Revenue ($B) | 10% | 6.292 | 6.991 | 7.690 | 6.869 | 98% | 92% |
| Segment Operating Margin (%) | 10% | 11.3 | 11.9 | 12.4 | 11.8 | 99% | 92% |
| LHX NeXt Cost Savings ($M) | 10% | 300 | 400 | 500 | 800 | 200% | 200% |
AIP vesting: Paid in cash; no vesting schedule (annual plan) .
Long‑Term Incentives (LTI) – 2024 grants and plan design
2024 grant to Zoiss:
| Award Type | Grant Date | Shares/Options (#) | Exercise/Grant Price ($) | Grant Date Fair Value ($) | Vesting/Term |
|---|---|---|---|---|---|
| Performance Share Units (target) | 2/23/2024 | 6,063 | — | 1,363,629 | 3‑yr performance; 0–200% payout |
| Restricted Stock Units | 2/23/2024 | 3,032 | — | 650,212 | Cliff vest at 3 years (2/23/2027) |
| Stock Options | 2/23/2024 | 12,681 | 214.45 | 650,028 | 1/3 annually over 3 years; 10‑yr term; double‑trigger CIC |
LTI performance framework (PSUs, 2024–2026 cycle):
- 33% 3‑Year Cumulative EPS; 33% 3‑Year Average ROIC; 33% Relative TSR (vs S&P 500 and A&D peer set equally weighted), with a +/-25% modifier based on 2026 adjusted segment operating margin; total cap 200% .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares owned (direct/indirect) | 32,403 |
| Exercisable options (within 60 days) | 87,858 |
| Total beneficial ownership | 120,261 (less than 1%) |
| Pledged shares | None; pledging by directors/executives prohibited |
| Hedging/short sales | Prohibited for directors/executives |
| 10b5‑1 trading plans | Company requires 10b5‑1 plans for executives; Zoiss plan adopted Dec 6, 2024, scheduled to expire Jun 6, 2025, covering up to 20,579 shares (incl. 9,012 underlying options) |
| Stock ownership guidelines | Guidelines in place; executives must meet within 5 years; as of Feb 28, 2025, CEO met and all other NEOs met or were on track |
Selected outstanding awards at FY2024 year‑end (1/3/2025):
| Award | Quantity/Value |
|---|---|
| Unvested RSUs (# / $) | 3,032 / $635,962 |
| Unvested PSUs (shown at max) (# / $) | 12,126 / $2,543,429 |
| Options – exercisable/unexercisable (#) | 76,360 / 23,830 |
FY2024 equity vesting/realization:
- Shares acquired on vesting: 7,452; value realized $1,567,845 .
Employment Terms
| Term | Summary |
|---|---|
| Role tenure | President, SAS since June 2019 |
| Severance Pay Plan (officer level) | If involuntarily terminated without cause: lump sum equal to base salary + target bonus; 12 months COBRA at active rates |
| CIC Severance Plan (double‑trigger) | Officers: 2x base salary + target bonus; pro‑rata target bonus; continued medical/dental/vision for years equal to multiple; no excise tax gross‑ups (best‑net approach) |
| Clawback | NYSE/SEC‑compliant policy adopted Oct 2, 2023; recovers excess incentive‑based pay after restatement |
| Trading, hedging, pledging | 10b5‑1 plans required; hedging/pledging prohibited |
Potential payouts to Zoiss (hypothetical, as of 1/3/2025):
| Scenario | Cash Severance | RSU Accel. | PSU Treatment | Health/Other | Total |
|---|---|---|---|---|---|
| Involuntary (without cause) | $1,500,000 | $912,493 | $1,326,163 | $57,345 (HLTH $16,405 + Other $40,940) | $3,796,001 |
| Death or Disability | — | $1,840,726 | $1,326,163 | $45,880 (HLTH $22,940 + Other $22,940) | $3,189,829 |
| CIC + qualifying termination | $3,000,000 | $1,840,726 | $2,628,435 | $73,749 (HLTH $32,809 + Other $40,940) | $7,542,910 |
Notes: CIC benefits are double‑trigger under plan; general CIC terms for officers are 2x multiple with pro‑rata bonus and continued benefits; no excise gross‑up (best‑net) .
Multi‑Year Compensation (NEO Summary – Zoiss)
| Component ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | 679,615 | 718,846 | 756,611 |
| Bonus | 0 | 0 | 0 |
| Stock Awards | 1,705,240 | 1,910,722 | 2,013,841 |
| Option Awards | 550,032 | 637,550 | 650,028 |
| Non‑Equity Incentive Plan Comp. | 570,000 | 1,130,300 | 832,500 |
| Change in Pension/NQDC Earnings | 0 | 0 | 0 |
| All Other Compensation | 153,506 | 169,547 | 224,032 |
| Total | 3,658,393 | 4,566,965 | 4,477,012 |
Performance & Track Record (context for incentives)
- Company performance (FY2024 vs FY2023): Revenue $21.325B vs $19.419B; Net income $1.512B vs $1.198B; Operating margin 9.0% vs 7.3%; Adjusted segment op margin 15.4% vs 14.8%; CFFO $2.559B; Adj FCF $2.319B .
- TSR: 1‑yr 2%; 3‑yr 5%; 5‑yr 17% to FY2024 year‑end .
- SAS AIP results: below target on FCF, EBIT, revenue, margin; corporate over‑achievement and LHX NeXt outperformance created blended 111% payout for Zoiss .
- Governance and pay support: Say‑on‑pay approval ≥92% since the merger, including 2024, signaling investor alignment with program design (now includes Relative TSR in PSUs, Segment OM focus in AIP) .
Compensation Structure Analysis (signals)
- High at‑risk mix: NEOs average 82% at‑risk; equity tilted to PSUs (50%), options (25%), RSUs (25%); CEO 92% at‑risk—aligns realized pay with multi‑year outcomes .
- Metric rigor and evolution: Added Relative TSR as a core PSU metric and Segment Operating Margin/LHX NeXt to AIP in 2024 following shareholder input, increasing performance sensitivity and operational focus .
- Governance safeguards: Double‑trigger CIC, robust clawback, mandatory 10b5‑1 trading plans, and prohibition on hedging/pledging reduce misalignment and headline risk .
Investment Implications
- Incentive alignment: Zoiss’ compensation is tightly linked to free cash flow, margin expansion, and long‑term EPS/ROIC/TSR—factors that drive equity value—while FY2024 111% payout appropriately reflected mixed SAS execution versus strong corporate delivery .
- Retention and overhang: Meaningful unvested equity (PSUs/RSUs) and option tranches with three‑year or ratable vesting, plus double‑trigger CIC terms, support retention; the disclosed 10b5‑1 plan (through June 2025) indicates potential near‑term selling, but sales are pre‑scheduled within policy and balanced against ongoing vesting .
- Risk controls: Prohibitions on hedging/pledging, ownership guidelines, and clawback lower governance risk; strong say‑on‑pay support reduces the probability of adverse shareholder pay actions .