Jonathan P. Rambeau
L3HARRIS TECHNOLOGIES, INC. /DE/About Jonathan P. Rambeau
President, Integrated Mission Systems (IMS) at L3Harris; appointed October 17, 2022, after a 26-year career at Lockheed Martin leading complex defense programs (missile defense, radar, shipbuilding, EW, C6ISR, training/logistics, F-35 international) . Age 52; education includes a BS in Mechanical Engineering (Drexel) and an MS in Technology Management from the Wharton School and UPenn’s College of Engineering . IMS is a ~$6.8B segment delivering ISR platforms and mission systems; L3Harris FY2024 delivered revenue $21.3B, adjusted EBIT $3.551B, adjusted FCF $2.319B, with 1-year/3-year/5-year TSR of 2%/5%/17%; compensation plans weight adjusted FCF (50%), adjusted EBIT (20%), revenue (10%), segment margin (10%), and LHX NeXt cost savings (10%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lockheed Martin (RMS) | VP & GM, Integrated Warfare Systems & Sensors | 2020–2022 | Led missile defense, radar, shipbuilding, directed energy, combat system integration across >10k employees, expanding high-end sensor/combat systems footprint . |
| Lockheed Martin (RMS) | VP & GM, C6ISR | 2016–2020 | Managed undersea, cyber, EW, C2 capability delivery; strengthened multi-domain ISR portfolio . |
| Lockheed Martin | VP & GM, Training & Logistics Solutions | — | Drove readiness solutions and logistics training businesses . |
| Lockheed Martin | VP, F-35 International Programs | — | Delivered first international F-35 to UK; expanded program to Israel and Japan . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external governance roles disclosed . |
Fixed Compensation
| Metric | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Base Salary ($) | $153,365 | $725,000 | $762,019 |
| Target Bonus ($) | $725,000 (100% of salary) | $725,000 (100% of salary)* | $750,000 (100% of salary)* |
| Actual Bonus Paid ($) | $112,000 | $605,400 | $1,005,000 |
*Target bonus % equals 100% of base salary for segment presidents .
Performance Compensation
Annual Cash Incentive (FY2024)
| Metric | Weight | Target | Actual | Payout % | Vesting/Notes |
|---|---|---|---|---|---|
| L3Harris Adjusted Free Cash Flow | 50% | $2,232M | $2,319M | 126% | Corporate 50% weighting for segment presidents; paid post year-end . |
| L3Harris Adjusted EBIT | 20% | $3,457M | $3,551M | 118% | See plan mechanics . |
| L3Harris Revenue | 10% | $21,217M | $21,325M | 105% | — |
| L3Harris Adjusted Segment Operating Margin | 10% | 15.0% | 15.4% | 180% | — |
| LHX NeXt Cost Savings | 10% | $400M | $800M | 200% | Strategic transformation metric . |
| IMS Adjusted Free Cash Flow | 50% | $832M | $856M | 119% | Segment 50% weighting . |
| IMS Adjusted EBIT | 20% | $804M | $838M | 129% | — |
| IMS Revenue | 10% | $6,827M | $6,842M | 134% | — |
| IMS Segment Operating Margin | 10% | 11.8% | 12.2% | 180% | — |
Weighted payout for Mr. Rambeau: 50% corporate + 50% IMS → 134% of target; paid $1,005,000 on $750,000 target .
Long-Term Incentives (granted FY2024; performance period FY2024–FY2026)
| Instrument | Weight | Grant Detail | Vesting |
|---|---|---|---|
| Performance Share Units (PSUs) | 50% of LTI value | Target 6,063 units; max 12,126; metrics equally weighted: 3-year cumulative EPS (33%), 3-year average ROIC (33%), Relative TSR (33%) with S&P 500 and A&D peer comparators; 2026 segment operating margin modifier ±25% cap total at 200% . | Pays in shares after 3-year period; payout 0–200% based on formula . |
| Stock Options | 25% of LTI value | 12,681 options @ $214.45 strike; 10-year term; double-trigger vesting on CIC; no repricing . | Time-based; 1/3 on 2/23/2025, 2/23/2026, 2/23/2027 . |
| Restricted Stock Units (RSUs) | 25% of LTI value | 3,032 RSUs; dividend equivalents paid in cash at vest payout . | Cliff vest on 2/23/2027; RSUs from 2/24/2023 vest 2/24/2026; 11/1/2022 grant final tranche vests 11/1/2025 . |
Historical PSU outcome (FY2022–FY2024 cycle): Company-wide PSU payout 107.1% of target (ROIC 108.6% payout; EPS 90.5%; TSR modifier −1.3%) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Shares owned | 5,975 |
| Exercisable options (within 60 days of 2/28/2025) | 11,981 |
| Total beneficial ownership | 17,956; <1% of outstanding shares |
| Unvested RSUs (count; market value) | 10,213; $2,142,177 (at $209.75 on 1/3/2025) |
| Unearned PSUs (count; payout value) | 24,262; $5,088,955 (illustrative payout value at grant valuation method) |
| Options outstanding (exercisable/unexercisable) | 3,877 / 28,032 |
| Pledging/Hedging | Prohibited; none pledged in FY2024; hedging/short sales banned; executives required to use pre-cleared Rule 10b5-1 plans with ≥90-day cooling-off . |
| Ownership guidelines | Officers must meet stock ownership multiples within 5 years; cannot sell until met; counts shares/RSUs (after-tax), not options/uneaned PSUs; all NEOs met or on track as of 2/28/2025 . |
Employment Terms
| Provision | Details |
|---|---|
| Offer Letter (Oct 2022) | Initial base salary $725,000; annual cash incentive target 100% of salary; annual equity target ≥$2,550,000 (from FY2023); one-time RSUs $3,000,000 (ratable over 3 years) and options $500,000 (3-year cliff) as make-whole; cash sign-on $660,000; up to $100,000 legal fee reimbursement; severance plan equivalency through 12/31/2024 with immediate vesting of unvested make-whole equity upon involuntary termination/“good reason” . |
| Severance (without cause) | Company Severance Pay Plan benefits; annual incentive paid pro-rata if ≥180 days employed; equity: generally unvested options forfeited; RSUs vest pro-rata (≥1-year minimum); PSUs pro-rata eligibility to earn (≥1-year minimum) . |
| Change-in-Control (CIC) | Double trigger: 2x base + target bonus cash; pro-rata target bonus; continued health benefits for severance multiple years; tax/financial planning services continuation; under CIC, annual incentive paid ≥target; double-trigger: immediate vest of options and RSUs; PSUs deemed earned ≥target and vest/pay after service period (accelerated on qualifying termination) . |
| Clawback | NYSE/SEC-compliant policy to recover excess incentive comp after financial restatement; broader plan-level recovery for errors/omissions/fraud beyond SEC rules . |
Potential payments (illustrative, as of 1/3/2025, stock price $209.75):
- Involuntary termination without cause: $4,287,510 (includes $1,500,000 cash; RSU $1,402,831; PSU $1,326,163; health $17,576; other $40,940) .
- CIC double-trigger termination: $7,931,481 (includes $3,000,000 cash; RSU $2,226,955; PSU $2,628,435; health $35,151; other $40,940) .
Multi-Year Compensation
| Component ($) | FY2022 | FY2023 | FY2024 |
|---|---|---|---|
| Salary | $153,365 | $725,000 | $762,019 |
| Bonus (Sign-on/Other) | $660,000 | $0 | $0 |
| Stock Awards | $3,000,147 | $1,910,722 | $2,013,841 |
| Option Awards | $500,045 | $637,550 | $650,028 |
| Non-Equity Incentive Plan Comp | $112,000 | $605,400 | $1,005,000 |
| All Other Compensation | $1,097,730 | $22,651 | $100,161 |
| Total | $5,523,287 | $3,901,323 | $4,531,049 |
Vesting Schedules and Option Details (selected)
| Grant Type | Grant Date | Vesting Dates | Shares/Units | Strike/Term |
|---|---|---|---|---|
| RSU | 11/01/2022 | Final tranche 11/01/2025 | See RSU schedule | — . |
| RSU | 02/24/2023 | 02/24/2026 | 3,034 (unvested at 1/3/2025) | Market value basis $209.75 . |
| RSU | 02/23/2024 | 02/23/2027 (cliff) | 3,032 | Dividend equivalents paid in cash at vest . |
| Options | 11/01/2022 | 11/01/2025 | 7,596 | $241.15; 10-year term . |
| Options | 02/24/2023 | 02/24/2025; 02/24/2026 | 3,877 each tranche | $210.15; 10-year term . |
| Options | 02/23/2024 | 02/23/2025; 02/23/2026; 02/23/2027 | 4,227 each tranche | $214.45; 10-year term . |
No repricing; double-trigger acceleration applies on CIC; broker-assisted cashless exercise permitted under policy .
Equity Incentive Grants (FY2024 cycle)
| Instrument | Grant Date | Units/Options | Strike | Grant Date Fair Value ($) |
|---|---|---|---|---|
| PSUs | 02/23/2024 | Target 6,063; Max 12,126 | — | $1,363,629 . |
| RSUs | 02/23/2024 | 3,032 | — | $650,212 . |
| Options | 02/23/2024 | 12,681 | $214.45 | $650,028 . |
Performance & Track Record
- IMS segment delivered revenue of ~$6.8B and achieved above-target results on adjusted FCF (103%), adjusted EBIT (104%), revenue (100%), and margin (12.2% vs 11.8% target) for FY2024; this translated to a 134% cash incentive payout for Mr. Rambeau, aligning segment and corporate performance .
- Company-wide FY2024 results: revenue $21,325M, adjusted EBIT $3,551M, adjusted FCF $2,319M; TSR cumulative to FY2024 end was 2%/5%/17% over 1/3/5 years; compensation design reflects these metrics (e.g., adjusted FCF at 50% weight) .
Governance, Trading, and Alignment Policies
- Mandatory 10b5-1 plans for executives; ≥90-day cooling-off; single plan at a time; trades pre-cleared; hedging, short sales, and pledging prohibited .
- Stock ownership guidelines enforced; executives must meet within 5 years and cannot sell shares until compliant; all NEOs met or were on track as of 2/28/2025 .
- Robust clawback policy compliant with NYSE/SEC; additional recovery for errors/omissions/fraud under compensation plans .
- Say-on-Pay support ≥92% since the merger, reflecting shareholder endorsement of pay design .
Investment Implications
- High pay-for-performance linkage: 2024 incentive weights emphasize adjusted FCF (50%) and EBIT/margins, with segment-specific metrics driving Rambeau’s payout to 134%—a constructive signal for operational execution and cash generation focus .
- Retention vs selling pressure: Significant unvested RSUs (10,213) and PSUs (24,262) plus staged option vesting through 2027 create strong retention incentives; required 10b5-1 trading plans and anti-hedging/pledging policies mitigate opportunistic selling risk, though standard vesting milestones may create periodic supply as options vest/exercise .
- Change-in-control economics: Double-trigger protection (2x salary+target bonus; accelerated vesting) balances retention and alignment; no excise tax gross-ups under CIC plan reduce shareholder-unfriendly optics .
- Ownership alignment: Beneficial ownership of 17,956 (<1%), combined with strict ownership guidelines (sale restrictions until compliant) and no pledging, supports alignment; policy confirms NEOs are meeting or tracking toward guidelines .
- Execution track record: IMS overachieved on margin and cash measures in FY2024; company-wide metrics and TSR inform PSU outcomes (relative TSR and ROIC/EPS), providing balanced multi-year accountability .