Lewis Hay III
L3HARRIS TECHNOLOGIES, INC. /DE/About Lewis Hay III
Independent director of L3Harris since 2002; age 69. Former Chairman (2002–2013) and CEO (2001–2012) of NextEra Energy and Operating Advisor at private equity firm Clayton, Dubilier & Rice since 2014. Chairs L3Harris’ Compensation Committee and serves on the Finance Committee; the Board affirms he is independent under NYSE standards. Other current public company board: Elevance Health, Inc. (director since 2013) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. (formerly FPL Group) | Chief Executive Officer | 2001–2012 | Led strategic growth and operations; financial/ERM expertise highlighted in LHX bio |
| NextEra Energy, Inc. | Chairman | 2002–2013 | Governance, capital allocation, M&A oversight |
| NextEra Energy, Inc. | Senior positions | 1999–2013 | 14-year senior leadership tenure |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Clayton, Dubilier & Rice, LLC | Operating Advisor | 2014 | PE advisory role (private) |
| Elevance Health, Inc. (NYSE: ELV) | Director | 2013 | Current public company directorship |
Board Governance
- Committee assignments and roles: Chair, Compensation Committee; Member, Finance Committee. 2024 meeting counts: Compensation (4), Finance (2) .
- Independence: Board determined all directors other than the CEO are independent in Feb 2025 under NYSE and company standards (Hay is independent) .
- Attendance and engagement: 2024 board meeting attendance 100%, annual meeting attendance 100%, and committee meeting attendance 99% in aggregate; independent directors meet in executive session at every regularly scheduled Board and committee meeting .
- Lead Independent Director: Robert B. Millard, with defined authorities (agenda approval, executive sessions, CEO evaluation, etc.) .
- Shareholder alignment controls: Director stock ownership guideline = 5x annual cash retainer (5-year compliance window); prohibition on short sales, hedging, derivatives, and stock pledging; robust proxy access and shareholder rights (25% threshold to call special meeting) .
- Related-party oversight: Nominating & Governance Committee (NGC) reviews/approves related person transactions >$120,000; no Hay-related transactions disclosed. 2024 services with >5% holders BlackRock and T. Rowe Price were arm’s length and previously approved under policy .
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Board cash retainer | $150,000 | Standard for non-employee directors |
| Compensation Committee Chair fee | $25,000 | Standard chair retainer |
| Total cash earned (Hay) | $175,000 | 150,000 + 25,000 |
| Equity grant (Director Share Units) | $189,836 | Annual equity; policy target is $190,000 in DSUs, one-year vest, granted at Annual Meeting |
| All other compensation | $10,000 | Charitable gift matching |
| Total FY2024 director compensation | $374,836 | Sum of above |
- Equity mechanics: Director share units vest on the one-year anniversary of grant; directors may elect to defer equity and/or cash fees into stock-equivalent deferred units under the 2019 Non-Employee Director Deferred Compensation Plan .
Performance Compensation
- Non-employee directors do not receive performance-based pay; equity grants are time-vested director share units (no options, PSUs, or performance metrics for directors) .
- As Compensation Committee Chair, Hay oversees the executive pay program and its metrics (context for pay-for-performance alignment). L3Harris’ FY2024 Annual Incentive Plan corporate metrics and outcomes:
| Metric (Consolidated) | Weight | Threshold | Target | Max | Actual Result | Payout % |
|---|---|---|---|---|---|---|
| Adjusted Free Cash Flow ($mm) | 50% | 1,785 | 2,232 | 2,567 | 2,319 | 126% |
| Adjusted EBIT ($mm) | 20% | 2,938 | 3,457 | 3,975 | 3,551 | 118% |
| Revenue ($mm) | 10% | 19,095 | 21,217 | 23,339 | 21,325 | 105% |
| Adjusted Segment Operating Margin (%) | 10% | 14.3% | 15.0% | 15.5% | 15.4% | 180% |
| Strategic Goal – LHX NeXt Cost Savings ($mm) | 10% | 300 | 400 | 500 | 800 | 200% |
- Additional governance features under the Compensation Committee:
- Incentive-Based Compensation Recovery (Clawback) policy oversight; double-trigger change-in-control provisions in equity; use of independent advisor FW Cook; annual risk and pay equity reviews; hedging/pledging prohibited .
Other Directorships & Interlocks
| Company | Role | Since | Potential Interlocks/Notes |
|---|---|---|---|
| Elevance Health, Inc. | Director | 2013 | Only one other public board; within L3Harris overboarding limits (≤3) |
| Network context | — | — | Another LHX director (Kirk S. Hachigian) serves on NextEra Energy’s board (Hay’s former company), indicating a network tie but not a disclosed related-party transaction |
Expertise & Qualifications
- Strategic planning, capital raising, financial planning, ERM, accounting/internal controls, M&A and investor relations; public company governance including audit, finance, and compensation .
- Large-cap CEO/Chair experience with deep regulatory and environmental background from the utility sector; private equity operating advisor perspective .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Shares beneficially owned | 16,383 | <1% of shares outstanding |
| Shares under exercisable options (60-day window) | 0 | None |
| Unvested director share units | ~938.05 | As of Jan 3, 2025; included in “Shares Owned” per footnote convention |
| Deferred units (Director Plan) | 3,401.68 | Stock-equivalent units credited via deferrals and dividend equivalents |
| Pledged shares | None | Pledging prohibited; none pledged by any director/officer |
| Hedging/derivatives | Prohibited | Applies to directors and executive officers |
Governance Assessment
-
Strengths
- Long-serving, fully independent director with deep chair/CEO experience and broad finance/ERM/M&A skillset; chairs Comp Committee and sits on Finance, aligning with expertise .
- Strong board process: executive sessions each meeting; robust LID role; annual evaluations; strict anti-hedging/pledging and meaningful stock ownership guidelines for directors .
- Pay-for-performance signals: executive AIP tied to cash flow, EBIT, revenue, margins, and strategic cost savings; strong Say-on-Pay support ≥92% since the merger, including 2024 .
-
Potential watch items / conflicts
- External affiliations (CD&R Operating Advisor; Elevance Health director) do not, per L3Harris disclosures, constitute related-party transactions; NGC screens RPTs and none involving Hay were disclosed for 2024 .
- Network tie via another LHX director serving on NextEra’s board (Hay’s former company) is a governance interlock to note for information flow, though not a disclosed conflict .
-
Alignment
- Director comp is standard market structure (cash retainer + DSUs), with modest chair premium; equity is time-based DSUs, creating shareholder alignment without risky performance engines for directors .
- Ownership alignment reinforced by 5x retainer guideline and prohibition on hedging/pledging; Hay holds shares and DSUs/deferred units, with no pledging .