Thomas A. Dattilo
L3HARRIS TECHNOLOGIES, INC. /DE/About Thomas A. Dattilo
Independent director of L3Harris (LHX); age 73; director since 2001. Former Chairman, President & CEO of Cooper Tire & Rubber with extensive operating, governance, and executive compensation experience. Current L3Harris committee roles: member, Compensation Committee; Chair, Nominating & Governance Committee. Independence affirmed by the Board in February 2025 review. Board-level attendance in 2024: 100% at Board meetings and 99% at committee meetings for directors as a group.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Cooper Tire & Rubber Company | Chairman, President & CEO; previously President & COO | 2000–2006; 1999–2000 | Led strategy, capital raising, M&A, and operations; depth in lean manufacturing and global supply chain. |
| Cerberus Operations and Advisory Company, LLC | Senior Advisor | 2007–2009 | Operational advisory; governance and performance improvement skillset. |
| Portfolio Group | Chairman and Senior Advisor | 2013–2016 | Strategic and capital allocation advisory. |
| Dana Corporation | President, Sealing Products Group (prior role) | n/d | Manufacturing and distribution leadership. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Canoo Inc. | Director | 2020 – Jan 2025 | No current public company boards listed after Jan 2025. |
Board Governance
| Item | Details |
|---|---|
| Committee assignments | Compensation Committee (member); Nominating & Governance Committee (Chair). |
| Nominating & Governance responsibilities (as Chair) | Board refreshment and director nominations; governance guidelines; director compensation oversight; related-person transactions review/approval; ESG and political advocacy oversight; Board self-evaluation facilitation. |
| Compensation Committee scope (member) | Oversees executive pay philosophy, CEO/NEO pay, benchmarking, consultants, clawback policy, stock ownership guidelines for officers. |
| Independence | Board determined all directors other than the CEO are independent under NYSE and company standards (February 2025 review). |
| Attendance and engagement | 2024 director attendance: 100% at Board meetings; 100% at annual meeting; 99% at committee meetings (aggregate). Executive sessions of independent directors at every regularly scheduled Board and committee meeting. |
| Time commitments | Overboarding limits (max three other public company boards; one for public-company executives); 2025 review confirmed compliance for all nominees. Retirement policy at age 75. |
| Trading, hedging, pledging | 10b5-1 plans required for directors; short sales, hedging, and pledging prohibited. No directors/officers pledged shares in FY2024. |
Fixed Compensation
Program structure (non-employee directors):
| Component | Annual Amount | Notes |
|---|---|---|
| Board member cash retainer | $150,000 | Paid quarterly; no meeting fees. |
| Equity retainer (Director Share Units) | $190,000 | Granted at annual meeting; vests after one year; payable in shares; eligible for deferral. |
| Committee Chair fees | Audit $30,000; Compensation $25,000; Other Committees $20,000 | Nominating & Governance qualifies as “Other Committee.” |
| Lead Independent Director fee | $50,000 | If applicable. |
| Deferred compensation | Elective deferral of cash/equity into deferred units with dividend equivalents; change-in-control cash-out if permitted by tax rules. |
Reported FY2024 compensation for Dattilo:
| Item | Amount ($) | Source |
|---|---|---|
| Fees earned or paid in cash | 170,000 | Board retainer + Nominating & Governance Chair fee. |
| Stock awards (grant-date fair value) | 189,836 | Annual DSU grant (approximate to $190k program level). |
| All other compensation | 10,000 | Charitable gift matching. |
| Total | 369,836 | Sum of the above. |
Performance Compensation
| Component | Status | Notes |
|---|---|---|
| Performance-based incentives for directors | Not applicable | Non-employee directors receive cash retainers and time-based DSUs; no options or PSUs for directors. |
| DSU vesting | Time-based | Director share units generally vest on the one-year anniversary of the grant date; may be deferred. |
Other Directorships & Interlocks
| Company | Sector | Relationship to L3Harris | Potential Interlock Risk |
|---|---|---|---|
| Canoo Inc. (former) | Electric vehicles | No disclosed LHX commercial ties | No related-person transaction disclosed; service ended Jan 2025. |
Expertise & Qualifications
- Complex operational, financial, strategic, and governance experience; global supply chain, lean manufacturing, international operations, HR/talent, accounting/controls, IR; strategy, capital raising, M&A, economic analysis, executive compensation; public company board governance.
- Skills matrix indicates Dattilo contributes CEO/GM, Finance/Accounting, International, Manufacturing/Supply Chain, Strategy, M&A, and Public Company Board experience to the Board.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned (2/28/2025) | 7,696 | Sole voting/investment power unless noted. |
| Unvested director share units (as of 1/3/2025) | ~938 | Typical for non-employee directors; subject to vesting/deferral. |
| Ownership as % of outstanding | <1% | As indicated in beneficial ownership table. |
| Pledged shares | None | Pledging prohibited; none pledged in FY2024. |
| Hedging/derivatives | Prohibited | Applies to directors and officers. |
| 10b5-1 plans | Required | Pre-clearance and cooling-off periods apply. |
| Director ownership guidelines | 5x annual cash retainer within 5 years | Applies to all non-employee directors. |
Governance Assessment
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Strengths
- Independent director with deep operating and governance experience; Chairs Nominating & Governance, which oversees board refreshment, director pay, related-person transactions, ESG/political advocacy, and Board self-evaluations.
- Robust governance controls: independence reaffirmed (Feb 2025), strong anti-hedging/pledging policy, required 10b5-1 plans, stock ownership guidelines for directors, and regular executive sessions.
- Engagement and attendance: Board reported 100% attendance at Board meetings and 99% at committee meetings in 2024; annual meeting attendance 100%.
- Compensation alignment: Director pay mix balanced between cash and equity; equity is in DSUs that vest over one year, with elective deferral into stock-denominated units, promoting alignment.
- No pledging; no director-related related-person transactions identified; disclosed transactions were arm’s-length services with principal shareholders’ affiliates (asset management).
-
Potential watch items
- Long tenure (director since 2001) can raise independence/perception considerations in some governance frameworks; mitigated by annual independence review, committee leadership, and ongoing board refreshment and retirement-age policy.
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Broader shareholder sentiment
- Say-on-Pay support has been strong: at least 92% approval at the 2024 annual meeting and each year since the Merger, indicating broad investor support for governance/compensation practices.