Roger B. Fradin
L3HARRIS TECHNOLOGIES, INC. /DE/About Roger B. Fradin
Roger B. Fradin (age 71) is an independent director of L3Harris Technologies, serving since 2016. He chairs the Board’s Finance Committee and is a member of the Innovation & Cyber Committee. Fradin is an Operating Executive at The Carlyle Group (since 2017) and formerly served as Vice Chairman of Honeywell, including leadership roles as President & CEO of Automation and Controls and of Security & Fire Solutions . L3Harris’ Board has affirmatively determined that all directors other than the CEO are independent under NYSE standards and the company’s Director Independence Standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International Inc. | Vice Chairman; President & CEO, Automation & Controls; President & CEO, Security & Fire Solutions | Vice Chairman 2014–2017; Automation & Controls 2004–2014; prior Security & Fire Solutions | Led large-scale operations, strategy, product development and M&A at a global industrial technology leader . |
| Juniper Industrial Holdings, Inc. (SPAC) | Chief Executive Officer | 2019–2020 | Led industrial/aerospace-focused SPAC; public markets/M&A execution experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Carlyle Group | Operating Executive | 2017–present | Global private investment firm; operating leadership across portfolio companies . |
| Resolute Holdings Management, Inc. | Director | Since Mar 2025 | Current public directorship . |
| Janus International Group, Inc. | Director | Since 2019 | Current public directorship . |
| Vertiv Holdings Co | Director | Since 2018 | Current public directorship . |
| CompoSecure, Inc. | Director | 2024–Mar 2025 | Recent public directorship . |
| Resideo Technologies, Inc. | Director | 2018–2024 | Recent public directorship . |
| Juniper II Corp. | Director | 2021–2022 | SPAC board experience . |
Board Governance
- Independence: Independent director; Board determined all directors other than the CEO are independent and have no material relationship with L3Harris that impairs independence .
- Committee assignments:
- Finance Committee (Chair). 2024 meetings: 2. Responsibilities include reviewing financial position, capital structure, capital transactions, dividend and share repurchase policy, and overseeing investment policies for material benefit plans . Fradin serves as Chair .
- Innovation & Cyber Committee (Member). 2024 meetings: 4. Oversees innovation and technology strategy, cyber risk, classified business, and disruptive technology trends; all members possess security clearances .
- Attendance: 2024 Board attendance 100%; Annual Meeting attendance 100%; committee meeting attendance 99% (board-wide) .
- Time commitments: Policy allows no more than three other public company boards in addition to L3Harris; Nominating & Governance Committee confirmed in Feb 2025 that all nominees, including Fradin, complied with time commitment limits . Retirement policy at age 75 .
Fixed Compensation
| Component (FY2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $181,033 |
| Stock Awards (Director Share Units; grant-date fair value) | $189,836 |
| All Other Compensation (incl. charitable match) | $30,000 |
| Total | $400,869 |
Director compensation structure (non-employee directors):
- Annual retainers: $150,000 cash (Board member) and $190,000 equity-based in director share units; additional retainers include $50,000 for Lead Independent Director, $30,000 for Audit Chair, $25,000 for Compensation Chair, and $20,000 for other committee Chairs (e.g., Finance) .
- No meeting fees; non-employee directors may not receive other compensatory fees from the company .
Performance Compensation
| Item | Detail |
|---|---|
| Non-Equity Incentives | None for directors; program does not include performance-based cash incentives for directors . |
| Equity structure | Annual grants of director share units (time-vest over ~1 year; paid in shares upon vesting, subject to deferral) . |
| Unvested director share units (as of Jan 3, 2025) | ~938.05 units per non-employee director (excl. noted exceptions) . |
| Options/PSUs | Directors do not receive stock options or performance share units; equity is in director share units . |
Other Directorships & Interlocks
| Company | Sector/Notes | Potential Interlock/Conflict Considerations |
|---|---|---|
| Vertiv Holdings Co | Critical digital infrastructure | No L3Harris-disclosed related party ties; independence affirmed by Board . |
| Janus International Group, Inc. | Industrial (doors/storage) | Same as above . |
| Resolute Holdings Management, Inc. | Public company | Same as above . |
| Recent: Resideo; CompoSecure; Juniper II Corp. | Recent board roles/SPAC experience | Same as above . |
L3Harris policy: Related person transactions are reviewed/ratified by the Nominating & Governance Committee; policy covers transactions over $120,000 with directors, officers, or their related entities . The Board’s February 2025 independence review found no material relationships for independent directors .
Expertise & Qualifications
- Strategic, operational, financial, governance and M&A leadership; experience in operations, business development, product development, marketing, technology innovation, finance, HR/talent, accounting/internal controls, and capital markets; significant public company board and governance experience; entrepreneurial growth background .
Equity Ownership
| Item | Detail |
|---|---|
| Shares beneficially owned (Feb 28, 2025) | 5,506 shares |
| Unvested director share units (approx.) | ~938.05 units (as of Jan 3, 2025, typical for non-employee directors other than specified exceptions) |
| Ownership guidelines | Directors must hold stock equal to 5x the annual cash retainer within five years; meaningful director stock ownership guidelines disclosed . |
| Hedging/pledging | Short sales, hedging, derivatives and stock pledging are prohibited; no directors/executives pledged stock in FY2024 . |
Governance Assessment
- Strengths
- Finance Committee leadership: As Chair, Fradin influences capital allocation oversight (dividends, buybacks, capital structure) and benefit plan investment policies—key for investor alignment .
- Relevant operating/M&A expertise from Honeywell and SPAC leadership aligns with L3Harris’ portfolio shaping and cost/transformation agenda .
- Independence and strong board hygiene: independence affirmed; board-wide attendance strong; security-cleared Innovation & Cyber membership enhances oversight of classified/cyber risk .
- Balanced director pay structure: significant equity via director share units and stock ownership guidelines promote alignment; prohibition on hedging/pledging reduces misalignment risk .
- Watch items / potential red flags
- Multiple external directorships: Fradin serves on three current public boards in addition to L3Harris; however, L3Harris’ overboarding policy permits up to three other public boards and the committee confirmed 2025 compliance .
- Private equity affiliation: As a Carlyle Operating Executive, monitoring is prudent for any related-party exposure; L3Harris’ related-person policy and independence review mitigate this risk, and no Fradin-specific related transactions are disclosed .
- Shareholder sentiment context: L3Harris’ Say‑on‑Pay received at least 92% support at the 2024 Annual Meeting, signaling broad investor confidence in compensation governance (executive pay) and oversight .