Kenneth L. Bedingfield
Senior Vice President, Chief Financial Officer and President, Aerojet Rocketdyne at 
L3HARRIS TECHNOLOGIES, INC. /DE/
L3HARRIS TECHNOLOGIES, INC. /DE/Executive
About Kenneth L. Bedingfield
Kenneth L. Bedingfield is Senior Vice President and Chief Financial Officer (CFO) of L3Harris Technologies (LHX), effective December 11, 2023, and assumed the additional role of President, Aerojet Rocketdyne on February 3, 2025 . He holds a B.S. in Accounting from the University of Maryland and is a certified public accountant; prior roles include CEO and COO/CFO at Epirus and Corporate VP & CFO at Northrop Grumman, after 17 years at KPMG leading A&D audit . During fiscal 2024 (his first full year as CFO), L3Harris delivered revenue of $21.3B vs $19.4B in 2023, adjusted EBIT of $3.55B vs $3.26B, and non-GAAP EPS of $13.10 vs $12.36; 1-year TSR to FY2024 was 2% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Epirus, Inc. | CEO; previously COO/CFO | 2020–2023 | Led transition from R&D to production in directed energy; multiple fundraising rounds . |
| Northrop Grumman | Corporate VP & CFO; previously CAO | ~2015–2020; joined NG in 2011 | Led enterprise finance/business management; corporate policy council . |
| KPMG | Partner; national client leader, U.S. A&D audit | 17 years | Led major aerospace/defense audits; technical accounting leadership . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Epirus, Inc. | Board Member | 2020– | Governance and industry connectivity in electronic warfare . |
Fixed Compensation
| Component | FY2023 | FY2024 | Notes |
|---|---|---|---|
| Annual Base Salary (set) | $850,000 | $875,000 (2.9% merit/market) | Base set in offer letter; FY2024 increase reflects market/merit . |
| Salary Paid (SCT) | $49,038 | $889,664 (includes 53 weeks) | SCT reflects actual payroll timing . |
| Target Bonus % of Salary | 100% | 100% | AIP target value equals base salary . |
| AIP Payout ($) | $53,500 | $1,181,300 | FY2024 payout equals 135% of target . |
| Sign-on Cash Bonus | $200,000 | — | Subject to 12-month clawback if voluntary termination . |
| Annual Equity Target Value | — | $3,750,000 | Begins in 2024 . |
| All Other Compensation | $212 | $160,005 | Includes relocation ($116,393), financial planning ($22,075), charitable match ($10,000), physical exam ($4,886), and benefits credits . |
Performance Compensation
Annual Incentive Plan (AIP) – FY2024 metrics, weightings, targets, and payout
| Metric | Weight | Target | Actual Result | Payout % for Metric | Notes |
|---|---|---|---|---|---|
| Adjusted Free Cash Flow | 50% | $2,232mm | $2,319mm | 126% | Corporate execs (including CFO) are 100% consolidated . |
| Adjusted EBIT | 20% | $3,457mm | $3,551mm | 118% | |
| Revenue | 10% | $21,217mm | $21,325mm | 135% | |
| Adjusted Segment Op Margin | 10% | 15.0% | 15.4% | 180% | |
| LHX NeXt Cost Savings | 10% | $400mm | $800mm | 200% | |
| Weighted AIP Payout (Corporate) | — | — | — | 135% | CFO actual payout $1,181,300 (135% of $875k target) . |
Long-Term Incentives – FY2024 grants and terms
| Grant Type | Grant Date | Quantity | Exercise Price | Grant Date Fair Value | Vesting/Term |
|---|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 2/23/2024 | Target 8,744; Max 17,488 | — | $1,966,613 | Metrics: 33% 3Y cumulative EPS, 33% 3Y average ROIC, 33% Relative TSR (S&P 500 + TSR peer group); +/-25% modifier on 2026 segment op margin; payout cap 200% . |
| RSUs | 2/23/2024 | 4,372 | — | $937,575 | 3-year cliff vest; dividend equivalents paid on payout . |
| Stock Options (annual cycle) | 2/23/2024 | 18,290 | $214.45 | $937,545 | Vest in equal thirds on first, second, third anniversary; 10-year term; double-trigger acceleration on CIC; no repricing without shareholder approval . |
| Stock Options (new-hire award) | 2/1/2024 | 45,000 | $209.48 | $2,190,150 | 3-year cliff vest; 10-year term . |
Outstanding equity at FY2024 year-end (positioned for future vesting)
| Item | Quantity/Value |
|---|---|
| Unexercisable options (2/1/2024, $209.48) | 45,000 |
| Unexercisable options (2/23/2024, $214.45) | 18,290 |
| RSUs not vested (market value) | 4,372 units; $917,027 |
| PSUs unearned/not vested (payout value) | 17,488 units; $3,668,108 |
Equity Ownership & Alignment
| Measure | Value |
|---|---|
| Shares owned | 49 |
| Exercisable options (within 60 days of 2/28/2025) | 6,096 |
| Total beneficial ownership | 6,145 |
| Ownership as % of shares outstanding | Less than 1% |
| Pledging/Hedging | Prohibited; none pledged in FY2024 |
| Stock ownership guidelines | Officers must meet guidelines within 5 years; all NEOs met or are on track . |
Notes:
- Insider trading policy requires 10b5-1 plans with 90+ day cooling-off and single-plan limit; trades must be pre-cleared .
- We attempted to retrieve Form 4 transactions for Bedingfield to assess recent selling pressure, but the insider-trades API returned unauthorized; we will re-run if access is restored.
Employment Terms
- Start date and role: Named SVP & CFO effective December 11, 2023 .
- Offer Letter economics: Base $850,000; AIP target 100% of salary; annual equity target $3,750,000 (beginning 2024); one-time 45,000 non-qualified stock options (3-year cliff); $200,000 sign-on cash with 12-month clawback; $10,000 relocation allowance; RSP/ERSP eligibility .
- Severance Pay Plan: If involuntary termination without cause, lump sum equal to annual base pay plus target bonus, and 12 months of COBRA coverage .
- CIC Severance Plan (double trigger): If terminated without cause or resigns for good reason within 2 years post-CIC—cash severance equal to 2x base salary + target bonus for officers (3x CEO), pro-rata target bonus, continued medical/dental/vision for severance multiple years; best-net excise approach; legal fee reimbursement .
- Clawback: Recovery of excess incentive-based compensation for Section 16 officers following restatement per NYSE 303A.14; additional recovery permitted for errors/omissions/fraud .
- Hedging/Pledging: Prohibited for executives; margin accounts/pledges not allowed; required use of pre-cleared 10b5-1 plans .
Potential Payments (indicative values disclosed as of FY2024)
| Scenario | Cash Severance | Accel. RSUs | Accel. PSUs | Accel. Options | Health/Welfare | Other | Total |
|---|---|---|---|---|---|---|---|
| Termination without Cause | $1,750,000 | $0 | $631,705 | $0 | $17,556 | $40,940 | $2,440,200 |
| Death/Disability | $0 | $937,313 | $631,705 | $12,150 | $22,940 | $22,940 | $1,604,108 |
| Following a Change in Control | $3,500,000 | $937,313 | $1,874,626 | $12,150 | $35,111 | $40,940 | $6,400,141 |
Performance & Track Record
- FY2024 performance context: Revenue $21.3B vs $19.4B; adjusted EBIT $3.55B vs $3.26B; adjusted FCF $2.32B vs $2.03B; operating margin 9.0% (from 7.3%); 1-year TSR 2% . AIP payout for CFO was 135% of target, directly linked to over-target consolidated outcomes .
- Strategic initiatives: CFO commentary highlights positioning in Space & Airborne Systems, hypersonic tracking (HBTSS), SDA tracking layers, factory capacity (Indiana/Palm Bay) to meet “Golden Dome” and missile defense demand; margin targets raised to low-16% range and FCF goal of $3B by 2026 .
Compensation Committee Analysis and Peer Benchmarking
- Equity mix: 50% PSUs, 25% options, 25% RSUs for FY2024 grants to NEOs (majority performance-based) .
- Long-term PSU metrics: 33% EPS (3-year cumulative), 33% ROIC (3-year average), 33% Relative TSR versus S&P 500 and TSR industry peers, with +/-25% segment margin modifier at end of cycle; payout 0–200% .
- Compensation comparison peer group (for competitiveness): Eaton, Emerson, General Dynamics, Honeywell, Illinois Tool Works, Jacobs, Leidos, Lockheed Martin, Northrop Grumman, Parker Hannifin, RTX, Rockwell Automation, Textron .
- Target positioning: NEO compensation targeted around peer median; committee uses FW Cook as independent advisor .
- Say-on-Pay: At least 92% support at 2024 Annual Meeting and each year since the Merger; investor feedback drove adoption of Relative TSR as a core metric and segment operating margin in AIP .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited; none pledged by executives in FY2024 (alignment positive) .
- Clawback: Robust, compliant with NYSE/SEC; additional recovery for restatement, errors/fraud (alignment positive) .
- Option repricing: Prohibited without shareholder approval; options are double-trigger on CIC (shareholder-friendly) .
- Perquisites/tax gross-ups: No gross-ups for executive perqs; relocation gross-ups allowed under broad policies (neutral) .
Multi-Year Compensation Summary (SCT)
| Metric | FY2023 | FY2024 |
|---|---|---|
| Salary ($) | 49,038 | 889,664 |
| Bonus ($) | 200,000 | 0 |
| Stock Awards ($) | 0 | 2,904,188 |
| Option Awards ($) | 0 | 3,127,695 |
| Non-Equity Incentive ($) | 53,500 | 1,181,300 |
| All Other Compensation ($) | 212 | 160,005 |
| Total ($) | 302,750 | 8,262,852 |
Equity Grants Detail (FY2024)
| Award | Grant Date | Quantity | Exercise/Base | Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| PSUs | 2/23/2024 | Target 8,744; Max 17,488 | — | 1,966,613 | 3-year; metrics per PSU framework . |
| RSUs | 2/23/2024 | 4,372 | — | 937,575 | 3-year cliff . |
| Options (annual) | 2/23/2024 | 18,290 | $214.45 | 937,545 | 1/3 annually; 10-year term . |
| Options (new-hire) | 2/1/2024 | 45,000 | $209.48 | 2,190,150 | 3-year cliff; 10-year term . |
Governance & Policies Relevant to Compensation and Trading
- Ownership guidelines: 5-year compliance window; options and unearned PSUs do not count; annual review confirms NEOs met/on track .
- Insider trading & 10b5-1: Mandatory plan usage, cooling-off periods, pre-clearance; one plan active at a time .
- Compensation oversight: Independent Compensation Committee chaired by Lewis Hay III; FW Cook retained as independent consultant .
- Say-on-Pay cadence: Annual advisory vote; Board recommends “FOR” .
Investment Implications
- Pay-for-performance alignment: Heavy use of PSUs tied to EPS, ROIC, and Relative TSR plus AIP focused on FCF/EBIT/margin indicates strong linkage to shareholder value drivers (positive) .
- Upcoming vesting/selling pressure: Significant 3-year cliff events in Feb 2027 (45,000 new-hire options; RSUs from 2/23/2024) and annual option tranches through 2027 could prompt 10b5-1 plan sales, though hedging/pledging is prohibited (monitor) .
- Retention risk: CIC and severance frameworks provide continuity (double trigger; 2x cash multiple), while high at-risk mix may incentivize execution toward margin and FCF targets (balanced) .
- Execution signals: CFO’s public targets to lift margins to low-16% and reach ~$3B FCF by 2026, plus capacity expansions in SAS, underscore focus on cash and profitability (track progress vs these waypoints) .
Data gaps: Form 4 transaction detail could refine near-term selling pressure; our attempt to fetch insider trades was unauthorized and will be retried when access is restored.