Kirk Hachigian and Bill Swanson Appointed to
Board of Directors
Board Forms Business Review Committee with
William Brown as Special Advisor
L3Harris Technologies (“L3Harris”) (NYSE: LHX) today announced
that its Board of Directors has appointed Kirk S. Hachigian, former
Chair and CEO of JELD-WEN Holding, Inc. and Cooper Industries plc.,
and William H. (“Bill”) Swanson, retired Chair and CEO of Raytheon
Company, to its Board effective immediately. In addition, the Board
intends to appoint an additional independent director in 2024.
Consistent with the company’s commitment to shareholder value
creation and supporting the work already well underway, the Board
will establish an ad hoc Business Review Committee, which will
undertake a review of L3Harris’ operational performance, cost
structure, portfolio composition and all available value creation
levers. The committee’s review is expected to be completed in 2024.
Current director Roger Fradin and Bill Swanson will Co-Chair the
committee, and the additional members of the committee will include
Kirk Hachigian and current director Rita Lane. L3Harris’ Former
Executive Chair and CEO William M. (“Bill”) Brown will serve as a
Special Advisor to the committee. The company will also adjust its
long-term incentive compensation plan, which currently uses
relative total shareholder return as a modifier, to incorporate
relative total shareholder return as a core metric for performance
share units.
In connection with these announcements, the company has entered
into a cooperation agreement with funds affiliated with the D. E.
Shaw group, which is currently one of the company’s largest
investors. Pursuant to the agreement, the D. E. Shaw group and the
L3Harris Board will agree on the additional independent director to
be added to the Board in 2024. The D. E. Shaw group has also agreed
to customary voting and standstill provisions.
“I welcome Kirk Hachigian and Bill Swanson to our Board as we
advance our transformation into a stronger, more focused company
poised to drive sustainable shareholder value,” said Christopher E.
Kubasik, Chair and Chief Executive Officer of L3Harris. “The full
Board appreciates the constructive engagement of the D. E. Shaw
group and looks forward to benefitting from the perspectives of our
newest independent directors at this time.”
Kubasik added, “We continue to take purposeful action as we
implement our strategy to become a national security and
technology-focused company. To that end, we recently appointed
industry-veteran Ken Bedingfield as our CFO and announced the
divestiture of our non-core Commercial Aviation Solutions business.
Our team is excited to discuss the actions underway to further
streamline and optimize our portfolio, deliver on our cost-savings
goals, maintain disciplined capital allocation, accelerate
operating income and grow free cash flow per share. We are
confident these initiatives will put us on a path to create value
for our shareholders, which we look forward to discussing in more
detail tomorrow at Investor Day.”
“We appreciate the positive and constructive dialogue we have
had with the L3Harris Board, and are supportive of the actions
being taken by Chris, the Board and the management team to
strengthen L3Harris,” said Michael O’Mary, Managing Director of D.
E. Shaw & Co., L.P. “L3Harris is a leader in its core business,
and we believe that today’s Board enhancements – along with the
Board’s commitment to thoroughly review the Company’s business and
optimize its portfolio, performance, and operations – positions
L3Harris to deliver significant and sustainable value for its
shareholders. We look forward to the company providing further
information on its core initiatives, margin targets and capital
allocation framework at its Investor Day tomorrow.”
With the addition of Kirk Hachigian and Bill Swanson to the
Board, the L3Harris Board will comprise 14 directors, 13 of whom
will be independent, and six of whom will have been appointed since
2021.
The company is hosting its Investor Day on Dec. 12, 2023.
Investor Day details and registration information can be found on
Investorday.L3Harris.com.
About Kirk S. Hachigian
Kirk S. Hachigian, 64, brings over 25 years of international
leadership and operational experience from senior executive roles
at leading manufacturing and industrial companies.
Mr. Hachigian previously served as Executive Chairman of
JELD-WEN Holding, Inc., a global manufacturer of windows and doors,
from 2016 to 2019; and as JELD-WEN’s Chairman and Chief Executive
Officer from 2014 to 2016. His operational experience also includes
his tenure at Cooper Industries plc, a global manufacturer of
electrical products, where he served as Chairman and Chief
Executive Officer from 2005 until the company’s $13 billion sale to
Eaton Corporation in 2012.
Prior to joining Cooper, Mr. Hachigian was an executive with
General Electric Company for eight years, where he served in key
management positions in Singapore and Mexico.
Mr. Hachigian currently serves on the boards of Allegion plc, as
Chairman, NextEra Energy, Inc. and PACCAR, Inc. and has previously
served on the board of American Standard. He holds a bachelor’s
degree in engineering from the University of California (Berkeley)
and an MBA in finance from the Wharton School of Business.
About William H. (“Bill”) Swanson
William (Bill) H. Swanson, 74, brings over 40 years of
leadership experience and a track record of successfully managing
complex, global aerospace and defense operations.
Mr. Swanson was the Chief Executive Officer of Raytheon Company
from 2003 to 2014 and served as Chairman from 2004 until his
retirement in 2014. He joined Raytheon in 1972 and held a wide
range of leadership positions with the company, including President
of Raytheon from 2002 to 2004, Executive Vice President of Raytheon
and President of its Electronic Systems division from 2000 to 2002,
and Executive Vice President of Raytheon and Chairman and Chief
Executive Officer of Raytheon Systems Company from 1998 to 2000.
Bill Swanson was also awarded the Navy Distinguished Civilian
Service Award, the highest award the Secretary of the Navy confers
onto a civilian.
Mr. Swanson currently serves on the board of Hagerty Inc. and
has previously served on the boards of NextEra Energy, Inc., TJX
Companies and Sprint. He holds a bachelor’s degree in industrial
engineering from California Polytechnic State University and was
awarded an honorary Doctor of Laws degree from Pepperdine
University and an honorary Doctor of Science degree from California
Polytechnic State University.
About L3Harris Technologies
L3Harris Technologies is the Trusted Disruptor in the defense
industry. With customers’ mission-critical needs always in mind,
our 50,000 employees deliver end-to-end technology solutions
connecting the space, air, land, sea and cyber domains in the
interest of national security.
Forward-Looking Statements
This press release contains forward-looking statements that
reflect management's current expectations, assumptions and
estimates of future performance and economic conditions. Such
statements are made in reliance upon the safe harbor provisions of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. The company cautions investors
that any forward-looking statements are subject to risks and
uncertainties that may cause actual results and future trends to
differ materially from those matters expressed in or implied by
such forward-looking statements. Statements about the review by the
Business Review Committee and the timing thereof, future actions
under and the anticipated benefits of the cooperation agreement,
and the actions underway related to the company’s future goals and
performance are forward-looking and involve risks and
uncertainties. Important risk factors that could cause actual
results or outcomes to differ from those expressed in the
forward-looking statements are described in the “Risk Factors”
sections of the L3Harris Annual Report on Form 10-K for the year
ended December 30, 2022, and subsequent filings with the U.S.
Securities and Exchange Commission. The company's consolidated
results, future trends and forward-looking statements could be
affected by many factors, risks and uncertainties, including but
not limited to: in U.S. Government spending priorities; changes in
the mix of fixed-price, cost-plus and time-and-material type
contracts and the impact of a significant increase in or sustained
period of increased inflation; the termination, failure to fund, or
negative audit findings for U.S. Government contracts; the U.S.
Government’s budget deficit and the national debt; uncertain
economic conditions; the consequences of future geo-political
events; the impact of government investigations; the risks of doing
business internationally; disputes with our subcontractors or key
suppliers, or their inability to perform or timely deliver our
components, parts or services; the attraction and retention of key
employees; the ability to develop new products and services and
technologies that achieve market acceptance; the ability to
successfully review the company’s business and optimize its
portfolio, performance, and operations, manage our growth and
achieve performance targets; natural disasters or other significant
business disruptions; changes in accounting estimates; the
company’s level of indebtedness and ability to make payments on,
repay or service indebtedness; unfunded defined benefit plans
liability; any downgrade in credit ratings; the level of returns on
defined benefit plan assets, changes in interest rates and other
market factors; changes in effective tax rate or additional tax
exposures; the ability to obtain export licenses or make sales to
foreign governments; unforeseen environmental issues, including
regulations related to GHG emissions or change in customer
sentiment related to environmental sustainability, the impact of
any improper conduct of employees, agents or business partners; the
outcome of litigation or arbitration; potential claims related to
infringement of intellectual property rights or environmental
remediation or other contingencies; expanded operations from the
acquisitions of TDL and Aerojet Rocketdyne, including related
dangerous materials and real estate assets; risks related to other
strategic transactions, including mergers, acquisitions and
divestitures. Further information relating to these and other
factors that may impact the company's results, future trends and
forward-looking statements are disclosed in the company's filings
with the SEC. The forward-looking statements contained in this
press release are made as of the date of this press release, and
the company disclaims any intention or obligation, other than
imposed by law, to update or revise any forward-looking statements,
whether as a result of new information, future events, or
otherwise. Persons reading this press release are cautioned not to
place undue reliance on forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20231211972075/en/
Mark Kratz Investor Relations
InvestorRelations@L3Harris.com 321-724-3170 Sara Banda
Corporate Media Relations Sara.Banda@L3Harris.com 321-306-8927
Arielle Rothstein / Sharon Stern / Lyle Weston Joele Frank,
Wilkinson Brimmer Katcher LHX-jf@joelefrank.com 212-355-4449
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