Sallie B. Bailey
L3HARRIS TECHNOLOGIES, INC. /DE/About Sallie B. Bailey
Independent director (since 2018) and Audit Committee Chair at L3Harris (LHX). Age 65. Former EVP & CFO of Louisiana-Pacific, with prior CFO/finance leadership at Ferro and Timken, and earlier roles at Tenneco and Deloitte. She is designated an Audit Committee Financial Expert and also serves on the Nominating & Governance Committee . The Board affirmatively determined she is independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Louisiana-Pacific Corporation | EVP & CFO | 2011–2018 | Led finance, capital markets, ERM and investor relations |
| Ferro Corporation | VP & CFO | 2007–2010 | Corporate finance, internal controls |
| The Timken Company | SVP, Finance & Controller (after 11 years of increasing responsibility) | 1995–2006 | Corporate controller, finance transformation |
| Tenneco Inc. | Finance roles, ultimately Assistant Treasurer | Not disclosed | Banking relationships, corporate finance |
| Deloitte & Touche LLP | Audit Supervisor | Not disclosed | Public company audit, internal controls |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| NVR, Inc. | Director | Since 2020 | Current public company board (count for Bailey = 1) |
| The AZEK Company Inc. | Director | 2020–2025 | Recent prior public board |
Board Governance
- Committees: Audit (Chair; designated Audit Committee Financial Expert) and Nominating & Governance .
- Committee cadence: Audit Committee held 8 meetings in 2024; Nominating & Governance held 5 meetings (Bailey is a member) .
- Independence: Board determined all non-employee directors (including Bailey) are independent; independent directors comprise ~92% of the Board and 100% of each committee .
- Attendance: Company reported 100% director attendance at four 2024 Board meetings, 100% attendance at the 2024 Annual Meeting, and 99% committee meeting attendance overall .
- Overboarding policy: Max of three other public boards (one if an executive officer); 2025 review confirmed all nominees complied. Bailey currently serves on one other board, within policy .
- Governance quality signals: Regular executive sessions, majority voting standard, meaningful stock ownership guidelines for directors, and prohibition on short sales, hedging, derivatives, and stock pledging by directors and executives .
Fixed Compensation
| Component | Structure (Program Terms) | FY2024 Actual ($) |
|---|---|---|
| Annual Board Cash Retainer | $150,000 cash retainer for non-employee directors | 150,000 |
| Committee Chair Fee | Audit Chair: +$30,000 cash | 30,000 |
| Equity Retainer | ~$190,000 in director share units granted at Annual Meeting; vests after one year; paid in shares (subject to deferral) | 189,836 |
| Meeting Fees | None (no per-meeting fees) | — |
| Other | Eligible for charitable gift matching (up to $10,000) | 10,000 (gift match) |
| Total FY2024 | — | 379,836 |
Notes:
- Cash retainers paid quarterly; equity award determined by grant-date fair value under ASC 718 .
Performance Compensation
Directors do not receive performance-based pay; equity is delivered as time-based director share units (DSUs).
- Award and vesting: Annual DSU grant at the Annual Meeting; generally vests on the one-year anniversary; paid in shares upon vesting; deferral available under the Non-Employee Director Deferred Compensation Plan .
- FY2024 grant sizing and units outstanding: As of January 3, 2025, each non-employee director (other than noted exceptions) had approximately 938.05 unvested DSUs from the April 2024 grant (including dividend equivalents) .
| Equity Grant Details | FY2024 Director DSU |
|---|---|
| Grant timing | Annual Meeting (April 2024 reference) |
| Grant fair value | ~$190,000 |
| Units outstanding (unvested) | ~938.05 DSUs as of 1/3/2025 (incl. dividend equivalents) |
| Vesting | 1-year cliff, subject to continued service; settled in shares |
Other Directorships & Interlocks
| Company | Industry Relationship to LHX | Potential Conflict/Interlock Notes |
|---|---|---|
| NVR, Inc. | Homebuilding (unrelated to A&D core) | No LHX-related interlock disclosed; within overboarding limits |
| AZEK (former) | Building products | No LHX-related interlock disclosed |
No related person transactions involving Ms. Bailey were disclosed; the proxy’s related-party section highlights asset management arrangements with >5% shareholders (BlackRock, T. Rowe Price) and indicates such agreements were negotiated at arm’s length and reviewed under policy .
Expertise & Qualifications
- Finance/accounting leadership, capital markets, M&A, internal controls, ERM, and IR; experienced in complex operational and strategic issues .
- Audit Committee Financial Expert designation .
- Public company board governance experience .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares beneficially owned | 5,788 shares (as of Feb 28, 2025) |
| Options | None reported (directors do not hold options) |
| Unvested director share units | Included in ownership footnote: approx. 938 unvested DSUs from April 2024 grant (incl. dividend equivalents) |
| Ownership as % of outstanding | Less than 1% |
| Pledging/Hedging status | No pledges; company prohibits hedging/pledging by directors/officers |
| Director ownership guideline | Minimum value equal to 5× annual cash retainer; 5-year compliance window |
Governance Assessment
- Strengths for investor confidence:
- Audit Committee Chair and Audit Committee Financial Expert; Audit met 8 times in 2024, indicating active oversight of financial reporting, ERM, and ethics/compliance .
- Independence confirmed; board-wide high attendance (Board 100%, Committees 99%) and robust independent-led executive sessions .
- Alignment policies: meaningful director stock ownership guidelines; prohibition on hedging/pledging; DSU-based equity promotes alignment; no meeting fees reduce perverse incentives .
- Broader governance signals: strong say-on-pay support (≥92% at 2024 meeting), company-wide clawback policy effective Oct 2, 2023 .
- Potential concerns/RED FLAGS:
- None evident specific to Ms. Bailey: no disclosed related-party transactions; no pledging; time commitments within policy; external board is in an unrelated industry, reducing interlock risk .
- Overall view: Bailey’s deep finance background, chairing Audit, and independence underpin board effectiveness in oversight of reporting, ERM, and compliance—positive for investor confidence and governance quality at LHX .