Harry B. Harris, Jr.
L3HARRIS TECHNOLOGIES, INC. /DE/About Harry B. Harris, Jr.
Independent director at L3Harris Technologies (LHX), age 68, serving since 2021. Former U.S. Ambassador to the Republic of Korea (2018–2021) and retired U.S. Navy Admiral after 40 years, with commands including U.S. Pacific Command and U.S. Pacific Fleet. Committee assignments: Innovation and Cyber; Nominating and Governance. Independence affirmed by the Board in February 2025; director attendance in 2024 was strong (Board meetings 100%, committee meetings 99%).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of State | U.S. Ambassador to the Republic of Korea | 2018–2021 | Led U.S. diplomatic mission; international policy and security experience |
| U.S. Navy | Admiral (Ret.); Commander, U.S. Pacific Command (USPACOM) | Retired 2018 after 40 years | Commanded USPACOM; strategic and operational leadership; managed significant operating budgets |
| U.S. Navy | Commander, U.S. Pacific Fleet; U.S. 6th Fleet; NATO Striking and Support Forces | Various | Operational command across theaters; national security focus |
| U.S. Navy | Deputy Chief of Naval Operations for Communications Networks | Various | Technology/communications oversight; cyber-related operations |
| Joint Task Force Guantanamo; Patrol and Reconnaissance Wing 1 | Commander | Various | Complex operational oversight, legislative/public affairs interface |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company boards | None disclosed | — | Reduces interlocks/conflict risk |
| Security clearances | Security-cleared (Innovation & Cyber Committee members) | Current | Supports oversight of classified activities and cyber risk |
Board Governance
- Committee assignments: Innovation & Cyber; Nominating & Governance. Innovation & Cyber oversees innovation strategy, cyber risks, classified business, disruptive tech trends; all members have security clearances. Nominating & Governance oversees board refreshment, governance guidelines, director compensation, related-person transactions, ESG and political activity oversight.
- Independence: Board determined all directors (except the Chair/CEO) are independent under NYSE rules and company standards, including Harris. Independent directors comprise ~92% of the Board and 100% of committees.
- Attendance and engagement: 2024 Board meeting attendance 100%; Annual Meeting attendance 100%; committee meetings 99%. Executive sessions of independent directors occur at every regularly scheduled Board and committee meeting, led by the Lead Independent Director.
- Overboarding controls: Company guideline limits to no more than three other public company boards (one for public company executives), confirmed compliant in February 2025 for all nominees.
- Policies mitigating conflicts: Majority voting for directors; robust related-person transaction review by Nominating & Governance; prohibition of short sales, hedging, derivatives, and pledging by directors/executives.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $150,000 | Paid quarterly; no meeting fees |
| Equity-based retainer (director share units) | $189,836 | Grant value under ASC 718; typically vests at 1 year |
| All Other Compensation | $10,000 | Charitable gift matching |
| Total | $349,836 | Sum of above |
Program structure for non-employee directors:
- Standard retainers: Board member $150,000 cash; Lead Independent Director $50,000 cash; Audit Chair $30,000; Compensation Chair $25,000; Other committee chairs $20,000; plus $190,000 in director share units granted annually. Directors do not receive meeting fees.
Performance Compensation
- None. Directors receive cash retainers and time-vested director share units; there are no performance-based metrics or bonuses for directors.
Other Directorships & Interlocks
| Company | Role | Status | Interlock/Conflict Notes |
|---|---|---|---|
| — | — | No current public company boards | Low interlock risk; reduces potential conflicts |
Expertise & Qualifications
- Military operations and national security; deep experience with U.S. and allied defense communities.
- International policy and global operations; former Ambassador to ROK.
- Technology/cyber oversight experience (Deputy CNO for Communications Networks); supports Innovation & Cyber Committee role.
- Strategic leadership and budget management across large, complex organizations.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned | 1,933 | Sole voting/investment power unless noted |
| Exercisable options (within 60 days) | 0 | None reported |
| Total beneficially owned | 1,933 | Less than 1% of outstanding shares |
| Unvested director share units (approx.) | ~938.05 | Standard annual grant outstanding as of Jan 3, 2025 (vests ~1 year) |
| Deferred units balance | 874.14 | Under Director Deferred Compensation Plan (incl. dividend equivalents) |
| Pledging/hedging status | Prohibited; none pledged | Company policy prohibits hedging/pledging; none pledged in FY2024 |
| Ownership guidelines | 5x annual cash retainer within 5 years | Applies to non-employee directors; Board assesses annually |
Governance Assessment
- Board effectiveness: Active participation on Innovation & Cyber and Nominating & Governance aligns with Harris’s national security and cyber expertise; security clearance enhances oversight of classified and cyber risk.
- Independence and engagement: Confirmed independent; strong attendance across Board and committees; participates in regular executive sessions, supporting rigorous oversight.
- Ownership alignment: Holds common shares and director share units; subject to 5x retainer ownership guideline and restrictions on hedging/pledging; deferred units further align incentives.
- Compensation: Market-standard director pay with balanced cash/equity; no performance-linked pay or meeting fees; charitable matching is modest.
- Potential conflicts/RED FLAGS: No other public company directorships; no related-person transactions disclosed involving Harris; prohibitions on hedging/pledging; overboarding controls in place. No red flags identified.
- Shareholder confidence signals: Strong say-on-pay support (>92% at 2024 meeting) and ongoing shareholder engagement program, though executive pay voting is not specific to director compensation.