Samir B. Mehta
L3HARRIS TECHNOLOGIES, INC. /DE/About Samir B. Mehta
President, Communication Systems at L3Harris Technologies since January 3, 2023, responsible for a $5.5B segment delivering resilient voice/data networks, devices, waveforms, and night-vision capabilities for U.S. DoD, federal, and international customers . In fiscal 2024, L3Harris delivered revenue growth to $21.325B (+9.8% YoY), GAAP EPS of $7.87 (non-GAAP $13.10), adjusted EBIT up to $3.551B, cash from operations of $2.559B, and a record $34B backlog; cumulative TSR to fiscal-year-end was 2% (1-year), 5% (3-year), and 17% (5-year) . Communication Systems delivered segment revenue and margin outcomes that contributed to Mehta’s annual incentive payout (see Performance Compensation) .
Past Roles
Not disclosed in the 2025 proxy for Mehta beyond current L3Harris role and start date .
External Roles
Not disclosed in the 2025 proxy .
Fixed Compensation
- Base salary targeted at market median; set at $750,000 for fiscal 2024 (+3.4% YoY on merit/market) .
- Annual cash incentive target value equals 100% of salary ($750,000) .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | $721,863 | $762,019 |
| Target Annual Cash Incentive ($) | $725,000 | $750,000 |
| Actual Annual Cash Incentive ($) | $928,700 | $922,500 |
Additional fixed elements and benefits:
- RSP (401k) company contributions ($10,534 in 2024) and ERSP non-qualified credits ($87,172 in 2024); Mehta’s ERSP balance $244,626 at FY-end .
- Perquisites: financial planning/tax prep ($22,275), physical exam ($5,536), personal aircraft use ($20,580) aggregated within “All Other Compensation” ($142,798 total) .
Performance Compensation
Annual Incentive Plan (AIP) – FY 2024 (50% Corporate, 50% Segment for Mehta)
Company-wide and segment metrics, targets, actuals, and payout factors are formulaic; Mehta’s weighted payout was 123% of target .
| Metric | Weight | Target | Actual | Payout % | Notes |
|---|---|---|---|---|---|
| L3Harris Adjusted Free Cash Flow | 50% | $2,232mm | $2,319mm | 126% | Corporate half applies to Mehta |
| L3Harris Adjusted EBIT | 20% | $3,457mm | $3,551mm | 118% | |
| L3Harris Revenue | 10% | $21,217mm | $21,325mm | 105% | |
| L3Harris Adjusted Segment Operating Margin | 10% | 15.0% | 15.4% | 180% | |
| LHX NeXt Cost Savings | 10% | $400mm | $800mm | 200% | |
| Communication Systems Adjusted Free Cash Flow | 50% | $1,400mm | $1,321mm | 86% | Segment half applies to Mehta |
| Communication Systems Adjusted EBIT | 20% | $1,322mm | $1,348mm | 113% | |
| Communication Systems Revenue | 10% | $5,400mm | $5,459mm | 111% | |
| Communication Systems Segment Operating Margin | 10% | 24.5% | 24.7% | 140% | |
| Communication Systems LHX NeXt Cost Savings | 10% | $400mm | $800mm | 200% | |
| Mehta AIP Outcome | — | $750,000 | $922,500 | 123% | Final payout |
Long-Term Incentives (LTI) – FY 2024 grants (annual cycle mix: 50% PSUs, 25% options, 25% RSUs)
| Award Type | Grant Date | Units/Options | Exercise | Grant-date Fair Value ($) |
|---|---|---|---|---|
| Performance Share Units (2024–2026) | 2/23/2024 | Target: 6,063; Max: 12,126 | — | $1,363,629 |
| Stock Options | 2/23/2024 | 12,681 | $214.45 | $650,028 |
| RSUs | 2/23/2024 | 3,032 | — | $650,212 |
PSU Metrics and Weighting (2024–2026 cycle):
- 33% 3-year cumulative EPS; 33% 3-year average ROIC; 33% Relative TSR (50% S&P 500, 50% A&D peer group); modifier ±25% based on 2026 adjusted segment operating margin; payout cap 200% .
Prior PSU outcomes:
- 2022–2024 PSU cycle paid at 107.1% of target; ROIC at 164.8% of goal and cumulative EPS at 90.5% of goal; TSR vs S&P 500 at 48th percentile (−1.3% modifier) .
Vesting Schedules and Key Dates (insider selling pressure signals)
- Options:
- 2/1/2023 grant: 13,707 options vest 2/1/2026 (3-year cliff) .
- 2/24/2023 grant: 3,877 vest 2/24/2025; 3,878 vest 2/24/2026 .
- 2/23/2024 grant: 4,227 vest each on 2/23/2025, 2/23/2026, 2/23/2027 .
- RSUs:
- 2/23/2024 grant: 3,032 RSUs vest 2/23/2027 (3-year cliff) .
- 2/24/2023 grant: 3,034 RSUs vest 2/24/2026 .
- 2/1/2023 grants: 6,950 RSUs vest 50% on 2/1/2026 and 50% on 2/1/2028; 11,583 RSUs vest ratably on 2/1/2024, 2/1/2025, 2/1/2026 .
Upcoming scheduled vesting across 2025–2028 indicates mechanical supply potential around vest dates; trades must be under pre-cleared 10b5-1 plans and subject to blackout rules .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Shares Owned (Direct/Indirect) | 5,864 |
| Exercisable Options (within 60 days) | 11,981 |
| Total Beneficially Owned | 17,845 (<1% of shares outstanding) |
| Shares Outstanding (record date) | 187,716,345 |
| Ownership % (approx.) | ~0.0095% (17,845/187,716,345) |
| Unvested RSUs (and market value @ $209.75) | 20,738; $4,349,796 |
| Unearned PSUs (max reporting and value @ $209.75) | 24,262; $5,088,955 |
| Hedging/Pledging | Prohibited; none pledged in FY 2024 |
| 10b5-1 Plan Usage | Required; one plan at a time with ≥90-day cooling-off |
| Stock Ownership Guidelines | Officers must achieve multiples of salary within 5 years; all NEOs met or were on track as of 2/28/2025 |
Employment Terms
| Topic | Key Terms |
|---|---|
| Start Date / Role | President, Communication Systems; effective 1/3/2023 |
| Offer Letter Economics | Initial salary $725,000; AIP target 100% of salary; annual equity ≥$2,550,000; one-time RSUs $2,500,000 (ratable 3-year), RSUs $1,500,000 (half at 3rd and 5th anniversaries), options $750,000 (3-year cliff); $850,000 cash sign-on; up to $50,000 attorney fee reimbursement; Severance Pay Plan eligibility |
| Severance (without cause) | Lump sum = base salary + target bonus; 12 months COBRA; pro-rata AIP if ≥180 days worked; RSUs/PSUs pro-rata vesting under plan minimums; special immediate vesting of one-time make-whole grants per Mehta offer letter upon certain terminations |
| Change-in-Control (CIC) | Double-trigger; 2x salary+target bonus (officer level); pro-rata target bonus; medical/dental/vision continuation for years equal to multiple; RSUs immediate vest; PSUs earned ≥ target and vest/pay per terms if double-trigger; options vest and exercisable to original expiry |
| Clawback | NYSE 303A.14 compliant policy; recovery of excess incentive comp after restatements; broader plan-level clawback authority |
Compensation Structure vs Performance (pay-for-performance)
- Strong alignment: AIP heavily weighted to adjusted free cash flow (50%) and profitability (EBIT, margins), plus strategic LHX NeXt savings and revenue, with segment/corporate split for segment presidents; Mehta’s FY 2024 payout at 123% aligns with corporate outperformance and Communication Systems execution .
- LTI design emphasizes multi-year EPS, ROIC, and Relative TSR with an operating margin modifier, capping payouts and balancing transparency with competitive sensitivity; recent PSU cycle paid ~107% .
Compensation & Incentives Detail
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Stock Awards ($) | $5,911,070 | $2,013,841 |
| Option Awards ($) | $1,387,597 | $650,028 |
| Total Compensation ($) | $9,884,565 | $4,491,186 |
Note: FY 2023 includes sign-on/make-whole equity; FY 2024 reflects annual cycle grants .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support ≥92% at 2024 AGM and every year since the L3–Harris merger; investor feedback drove adding Relative TSR to core LTI metrics and segment operating margin to AIP .
Risk Indicators & Red Flags
- Hedging/short sales/derivatives and pledging prohibited; none pledged in FY 2024 .
- Robust clawback; double-trigger CIC, no excise tax gross-ups (best-net approach used), and 12-month minimum vesting for equity .
Communication Systems Performance Context (2025 intra-year disclosures)
- YTD 2025 segment operating margin ~25.4% (3Q YTD) with revenue growth and international deliveries; Q2/Q3 2025 press releases show continued margin strength and growth drivers (software-defined resilient comms, NGJ ramp), reinforcing incentive achievement pathways for segment leaders .
Investment Implications
- Strong alignment: Mehta’s incentives (50% corporate/50% segment) and LTI metrics directly tie payout to cash generation, profitability, margin execution, and TSR—favorable for shareholder alignment .
- Retention/supply signals: Significant scheduled vestings (options in 2025–2027; RSUs through 2028; PSUs cycle concluding in 2026) suggest mechanical liquidity events; hedging/pledging prohibitions and mandatory 10b5-1 plans mitigate trading risk .
- Economics on exit: Severance and CIC terms are standard for officer level with double-trigger protections; immediate vesting for certain make-whole grants reduces retention risk from prior employer forfeitures .
- Execution track record: Corporate outperformance on cash, EBIT, margin, and strategic savings (LHX NeXt $800mm) drove above-target AIP; Communication Systems delivered margin resilience and growth across customer sets, supporting sustainable pay realization .
Overall, pay design and outcomes reflect disciplined pay-for-performance with meaningful at-risk components and robust governance (clawback, trading policy), while upcoming vesting waves warrant monitoring for benign, plan-driven insider activity under 10b5-1 protocols .