Joanna L. Geraghty
L3HARRIS TECHNOLOGIES, INC. /DE/About Joanna L. Geraghty
Joanna L. Geraghty (age 52) has served as an independent director of L3Harris since 2022. She is the CEO of JetBlue Airways Corporation (since Feb. 2024) and previously held senior operating, customer, people, legal and regulatory roles at JetBlue from 2005–2024 . She is designated an Audit Committee Financial Expert and serves on L3Harris’ Audit and Compensation Committees . The Board affirmed all directors’ independence (except the CEO) in Feb. 2025, and Geraghty is listed as independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JetBlue Airways | President & COO | 2018 – Feb. 2024 | Led operations and strategy execution |
| JetBlue Airways | EVP Customer Experience; EVP & Chief People Officer; VP & Associate General Counsel; Director Regulatory Affairs | 2005 – 2018 | Human capital, safety/compliance, legal/regulatory; operations and ESG involvement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JetBlue Airways | CEO; Director | Since Feb. 2024 | Current public company board service disclosed |
Board Governance
- Committee assignments: Audit (member, Audit Committee Financial Expert) and Compensation (member) .
- Independence: Independent director; Board determined independence in Feb. 2025 under NYSE and company standards .
- Attendance and engagement: Company-wide 2024 attendance — Board meetings 100%, Annual Meeting 100%, committee meetings 99% .
- Board leadership and process: Regular executive sessions at each Board and committee meeting; robust annual self-evaluations; ERM oversight allocations across committees .
- Overboarding policy and compliance: L3Harris limits executive officers of public companies to one other public company board in addition to L3Harris; Nominating & Governance Committee confirmed all 13 nominees’ time-commitment compliance in Feb. 2025 (Geraghty is CEO of JetBlue and serves on JetBlue’s board and L3Harris’ board, consistent with policy) .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $150,000 | Standard non-employee director cash retainer |
| Stock awards (director share units) | $189,836 | Aggregate grant date fair value; annual equity-based retainer ~ $190,000 |
| Committee chair/membership fees | $0 | Not a chair; chairs receive additional fees only |
| Meeting fees | $0 | No meeting fees paid |
| All other compensation | $0 | No charitable match or perqs recorded for Geraghty in FY2024 |
Director retainer schedule (program-wide, reference):
| Role | Cash (Annual) | Equity (Annual) |
|---|---|---|
| Board member | $150,000 | $190,000 (director share units) |
| Lead Independent Director | $50,000 | — |
| Audit Chair | $30,000 | — |
| Compensation Chair | $25,000 | — |
| Other Committee Chairs | $20,000 | — |
Vesting for director share units: generally fully vest one year after grant, subject to service; eligibility to defer under the Director Plan .
Performance Compensation
Directors are not paid performance-based incentives; annual equity is time-based director share units. No PSUs/options or performance metrics apply to non-employee directors .
| Performance Metric | Weight | FY2024 Target | FY2024 Result | Payout |
|---|---|---|---|---|
| Not applicable for non-employee directors | — | — | — | — |
Other Directorships & Interlocks
| Company | Industry Relationship to L3Harris | Role | Potential Interlock/Conflict |
|---|---|---|---|
| JetBlue Airways | Commercial airline; no disclosed supplier/customer overlap with L3Harris core defense programs | CEO and Director | None disclosed; related-party transaction policy and independence standards apply |
Expertise & Qualifications
- Strategic, operational, financial, management and regulatory experience; aerospace industry background; HR, safety, compliance, security, ESG and legal expertise .
- Audit Committee Financial Expert designation (financial literacy and expertise per NYSE standards) .
- Public company board governance experience .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (Feb. 28, 2025) | 2,486 | As disclosed in share ownership table |
| Unvested director share units (approx.) | ~938.05 units | As of Jan. 3, 2025, typical for non-employee directors |
| Deferred units balance | 687.65 units | As of Jan. 3, 2025 under Director Plan |
| Pledged shares | None | Directors prohibited from pledging; none pledged |
| Hedging/short sales | Prohibited | Company policy bans hedging and short sales |
| Ownership guidelines | 5x annual cash retainer; 5-year compliance window | Applies to non-employee directors |
Governance Assessment
- Committee roles and independence: Geraghty’s dual service on Audit (as a Financial Expert) and Compensation strengthens oversight of financial reporting and pay practices; independence reaffirmed in 2025 .
- Attendance and engagement: Board and committee attendance metrics indicate strong director engagement in 2024 (100% Board; 99% committees) .
- Pay-for-performance alignment (director context): Director compensation is balanced cash + equity, with equity subject to annual vesting; no meeting fees, no consulting pay, supporting independence .
- Ownership alignment: Direct share ownership plus unvested and deferred units; robust policy prohibiting hedging/pledging; director ownership guidelines set at 5x cash retainer .
- Overboarding risk: As a sitting public-company CEO, Geraghty’s additional board service conforms to L3Harris’ stricter cap for executives; committee confirmed compliance across nominees .
- Conflicts/related-party exposure: No related-party transactions disclosed involving Geraghty; Board maintains a formal review/approval policy; independence standards evaluated annually .
- RED FLAGS: None identified in disclosures regarding attendance, compensation anomalies, pledging/hedging, or related-party transactions for Geraghty .