Kirk S. Hachigian
About Kirk S. Hachigian
Independent director of L3Harris (LHX), age 65, serving since 2023. Former Chairman and CEO at JELD-WEN Holdings and Cooper Industries, with earlier senior roles at General Electric. Currently a member of L3Harris’ Finance Committee. Core credentials include CEO experience, global operations, lean manufacturing, and public company governance.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| JELD-WEN Holdings, Inc. | Chairman | 2015–2019 | Oversight of global manufacturing and distribution; governance focus. |
| JELD-WEN Holdings, Inc. | Chairman & CEO | 2014–2015 | Led operational and strategic initiatives. |
| Cooper Industries plc | Chairman & CEO | 2006–2012 | Ran complex global industrial operations; M&A execution. |
| General Electric Company | Senior positions | Not disclosed | Earlier career in diversified industrial leadership. |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Allegion plc | Director | 2013 | Global security products; independent board role. |
| NextEra Energy, Inc. | Director | 2013 | Large regulated/renewables utility; independent board role. |
| PACCAR Inc | Director | 2008 | Heavy-duty trucks and related services; independent board role. |
Board Governance
- Committee assignments: Member, Finance Committee; the Finance Committee met 2 times in 2024 and oversees capital structure, capital transactions, dividends, share repurchases, and benefit plan investment policies.
- Independence: Board determined all directors other than the CEO are independent under NYSE and company standards; proxy lists 12 independent nominees including Hachigian.
- Attendance: 2024 director attendance at the four Board meetings was 100%; committee meeting attendance was 99% (Board-wide metrics).
- Board policies: Short sales, hedging, other derivatives, and pledging prohibited for directors/executives; executive sessions held at every regular Board/committee meeting; annual Board/committee self-evaluations.
- Time-commitment limits: Non-executive directors may serve on no more than three other public company boards; 2025 review confirmed compliance for all incumbents.
Fixed Compensation
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Standard non-employee director compensation structure (annual):
- Board cash retainer: $150,000; DSU equity grant: $190,000 (vests in 1 year).
- Additional chair retainers: Lead Independent Director $50,000; Audit Chair $30,000; Compensation Chair $25,000; Other Committee Chair $20,000.
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Fiscal 2024 actual (reported) – Hachigian: | Component | Amount ($) | |---|---| | Fees Earned or Paid in Cash | 150,000 | | Stock Awards (grant-date fair value) | 189,836 | | All Other Compensation | 0 | | Total | 339,836 |
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Program features: No meeting fees; DSUs typically vest after one year; directors may defer cash fees and equity into deferred stock units under the 2019 Non‑Employee Director Deferred Compensation Plan.
Performance Compensation
- L3Harris does not use performance-based compensation for directors; annual equity is granted as time‑based director share units (DSUs) that typically vest after one year.
- Deferral: Directors may elect to defer cash retainers and DSUs into deferred stock units with dividend equivalents.
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | Allegion plc; NextEra Energy, Inc.; PACCAR Inc. |
| Overboarding policy check | L3Harris allows up to three other public boards for non-executives; Hachigian serves on three—at the policy limit but within guidelines (confirmed compliant by Nominating & Governance in Feb 2025). |
| Related-person transactions | Proxy discloses related-person transaction policies and only notes plan‑level service providers (BlackRock, T. Rowe Price) for 2024; no director-specific related transactions are disclosed. |
Expertise & Qualifications
- Complex operational, management, financial, strategic, and governance issues; global supply chain and distribution; lean manufacturing; international operations; public company governance.
Equity Ownership
| Ownership Element | Detail |
|---|---|
| Shares beneficially owned (as of Feb 28, 2025) | 7,237 shares. |
| Unvested/DSUs context | As of Jan 3, 2025, most non-employee directors held ~938.05 unvested DSUs; Hachigian had ~1,237.14 unvested DSUs (including dividend equivalents). |
| Pledging/hedging | No directors or executive officers have pledged any L3Harris shares; company prohibits hedging/pledging by directors/executives. |
| Ownership guidelines | Non-employee directors must hold L3Harris stock/units valued at ≥5x the annual cash retainer, to be met within five years of election/appointment. |
Governance Assessment
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Strengths:
- Independent director with deep CEO/operating experience and manufacturing/lean expertise—skillset aligned to defense supply-chain execution.
- Serves on Finance Committee, positioning him within capital allocation and balance sheet oversight; committee met 2x in 2024.
- Alignment features include annual DSU grants, robust director ownership guidelines, and prohibitions on hedging/pledging.
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Watch items / potential risks:
- Holds three other public directorships—the maximum allowed under L3Harris policy—indicating full but compliant board workload; time-commitment monitoring remains prudent.
- Proxy discloses no related-party dealings involving him; continue to monitor for any evolving interlocks or transactions across his external boards.
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Broader board signals: 100% Board meeting attendance and 99% committee attendance in 2024 (Board-wide), plus consistent 92%+ Say‑on‑Pay support, reinforce investor confidence and board effectiveness.