Stayce Harris
About Stayce D. Harris
Retired U.S. Air Force Lieutenant General and former Inspector General, and retired United Airlines 747 pilot with over 10,000 flight hours; age 65; Boeing director since 2021 and an independent director serving on safety, governance, and classified programs oversight committees. Education includes a B.S. in Industrial & Systems Engineering (USC), M.S. in Aviation Management (Embry‑Riddle), and a certificate in cybersecurity oversight (Carnegie Mellon) . Boeing’s Board affirms her independence; all standing committees on which she serves are composed solely of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Inspector General | 2017–2019 | Senior safety oversight in highly regulated environment |
| U.S. Air Force | Assistant Vice Chief of Staff & Director Air Staff | 2016–2017 | Enterprise leadership and risk management |
| U.S. Air Force Reserve | Commander, 22nd Air Force | 2014–2016 | Operational command responsibility |
| United Airlines | 747 Pilot (also flew 757/767/777) | 1990–2020 (military leave 2014–2019) | 10,000+ flight hours; hands‑on aviation safety expertise |
| USAF/Air Mobility Command | Senior Strategist/Reserve Advisor | 2012–2014 | Strategy, safety, logistics oversight |
| U.S. Africa Command | Senior Strategist/Reserve Advisor | 2010–2012 | International risk and operations advisory |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlackRock Fixed‑Income Funds | Director | Current | Not disclosed in proxy |
| KULR Technology Group, Inc. | Director | Prior (within last five years) | Not disclosed in proxy |
Board Governance
| Attribute | Detail |
|---|---|
| Board independence | Independent director; committees she serves (Aerospace Safety, Governance & Public Policy, Special Programs) are 100% independent |
| Committee assignments | Aerospace Safety; Governance & Public Policy; Special Programs |
| Committee activity | 2024 meetings: Aerospace Safety 12; GPP 8; Special Programs 3 |
| Attendance | Each incumbent director attended at least 92% of board/committee meetings; average >99% in 2024 |
| Board leadership | Independent Board Chair structure; executive sessions after every regular meeting |
| Shareholder engagement | Expanded director‑level outreach post‑737‑9 event; Chair and Aerospace Safety Committee Chair participated widely |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard nonemployee director fee |
| Stock awards (retainer stock units) | $200,000 | Distributed as Boeing shares only after board service ends; 1,054 units granted for 2024 service |
| All other compensation | $31,000 | Board Member Leadership Gift Match Program (charitable matching) |
| Total 2024 compensation | $366,000 | Sum of above |
| Cash deferral election | $135,000 → 490 deferred stock units | Harris deferred her 2024 cash retainer into stock units |
- No meeting fees; emphasis on stock-based compensation; robust ownership guidelines for directors .
- Retainer stock units earn dividend equivalents and are distributed as shares only after termination of service (lump sum or over up to 15 years) .
Performance Compensation (Director)
Directors do not receive performance‑conditioned bonuses or PSUs; equity is retainer stock units with distribution after service, not tied to operational/financial metrics .
| Element | Structure | Performance Metrics |
|---|---|---|
| Retainer stock units | Time‑based, director service; distribution post‑service | None disclosed/applicable for directors |
For executives, Boeing incorporated safety and quality metrics into incentive design and consulted between the Aerospace Safety and Compensation Committees, but this does not apply to director pay .
Other Directorships & Interlocks
| Linkage | Detail | Potential Conflict/Interlock Consideration |
|---|---|---|
| BlackRock relationship | BlackRock >5% Boeing shareholder; provided ~$16.9M investment services to Boeing retirement trusts in 2024 | Harris serves on BlackRock Fixed‑Income Funds boards; while fund directorships differ from BlackRock Inc., this is an interlock to monitor; Board evaluates independence and conflicts annually |
Expertise & Qualifications
- Deep aerospace/aviation expertise; extensive safety protocol experience as a 747 pilot and USAF IG; engineering and cyber oversight credentials .
- Skills matrix alignment: aerospace, engineering/technology, safety, risk management, cyber/digital, regulated industries, government/defense .
Equity Ownership
| Measure | Amount/Policy | As‑of |
|---|---|---|
| Accumulated deferred stock units | 6,128 units | December 31, 2024 |
| 2024 retainer stock units granted | 1,054 units | 2024 grant |
| Ownership guidelines | >3x cash retainer after 3 years; >5x after 6 years; all directors currently exceed applicable guidelines | Reviewed annually; policy prohibits hedging/pledging |
Governance Assessment
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Strengths: Independent director; heavy engagement on safety through Aerospace Safety Committee; robust board structure with independent chair, executive sessions, high attendance; prohibition on hedging/pledging; stock ownership requirements met/exceeded .
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Signals of effectiveness: Elevated committee cadence in 2024 (ASC 12 meetings), cross‑committee consultation embedding safety metrics into executive incentives, and extensive director‑led shareholder engagement post‑incident .
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Potential red flag to monitor: Interlock risk via BlackRock fund board service given BlackRock’s role as a >5% holder and service provider to Boeing retirement trusts; Board reports ongoing independence/conflict reviews but investors should track any evolution of these relationships .
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No director‑specific related‑party transactions or tax gross‑ups are disclosed for Harris; director perquisites are limited to charitable gift matching .
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Attendance and engagement appear strong at the board level, supporting confidence in oversight continuity during operational recovery .