8-KCurrent report

Officer or director change

✓ VerifiedL3Harris approved special one-time Sustainment equity awards for three executives on July 23, 2026, with target values of $5,000,000 for CFO Kenneth Sharp and $10,000,000 each for Kenneth Bedingfield and Samir Mehta.

Summary

  • On July 23, 2026, the Compensation Committee approved special one-time equity awards, called Sustainment Awards, for Kenneth Sharp, Kenneth Bedingfield, and Samir Mehta.
  • The awards will be granted on August 3, 2026 under the Company's 2024 Equity Incentive Plan, split 50% performance share units and 50% restricted stock units.
  • Target grant date values are $5,000,000 for Kenneth Sharp, $10,000,000 for Kenneth Bedingfield, and $10,000,000 for Samir Mehta.
  • The PSUs carry a three-year performance period from fiscal year 2027 through fiscal year 2029, measured on compounded organic revenue growth (weighted 50%) and average segment operating margin (weighted 50%).
  • Each executive may earn between 0% and 200% of the target number of PSUs, with both PSUs and RSUs cliff-vesting at the end of fiscal year 2029, subject to continued employment.
  • Involuntary termination without cause allows pro-rata vesting of one-third after fiscal year 2027, two-thirds after fiscal year 2028, and full vesting after fiscal year 2029.
CFO Sharp award value
$5,000,000
From the filing for CFO Sharp award value
“Kenneth Sharp, Senior Vice President and Chief Financial Officer: $5,000,000”
Bedingfield award value
$10,000,000
From the filing for Bedingfield award value
“Kenneth Bedingfield, President, Missile Solutions: $10,000,000”
Mehta award value
$10,000,000
From the filing for Mehta award value
“Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance: $10,000,000”
Grant date
August 3, 2026
From the filing for Grant date
“The Sustainment Awards will be granted on August 3, 2026, pursuant to the Company's 2024 Equity Incentive Plan”
Award structure
50% PSUs and 50% RSUs
From the filing for Award structure
“in the form of 50% performance share units ("PSUs") and 50% restricted stock units ("RSUs")”
Performance period
fiscal year 2027 through fiscal year 2029
From the filing for Performance period
“The PSUs are subject to a three-year performance period (fiscal year 2027 through fiscal year 2029).”
PSU payout range
0% and 200%
From the filing for PSU payout range
“each Executive may earn between 0% and 200% of the target number of PSUs”
Performance criteria
compounded organic revenue growth (weighted 50%) and average segment operating margin (weighted 50%)
From the filing for Performance criteria
“consisting of compounded organic revenue growth (weighted 50%) and average segment operating margin (weighted 50%)”

The retention awards tie a portion of pay for the CFO and the leaders of Missile Solutions and Space & Mission Systems to multi-year organic revenue growth and margin targets. Full vesting requires continued employment through the end of fiscal year 2029.

Filed
Jul 24, 2026
Accepted
2026-07-24 20:06Z
Period
Jul 23, 2026
Accession no.
0000202058-26-000047
Size
169 KB