Stayce Harris
About Stayce D. Harris
Stayce D. Harris (born June 8, 1959) is an Independent Director/Trustee of BlackRock Enhanced Equity Dividend Trust (BDJ), serving since 2021. She is a retired U.S. Air Force Lieutenant General and retired United Airlines 747 pilot, with a B.S. in Industrial & Systems Engineering (USC) and an M.S. in Aviation Management (Embry‑Riddle); she also holds a certificate in cybersecurity oversight from Carnegie Mellon University. Harris is also a director at The Boeing Company and previously served as Inspector General of the U.S. Air Force (2017–2019), Assistant Vice Chief of Staff & Director, Air Staff (2016–2017), and Commander, 22nd Air Force (2014–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Inspector General of the Air Force | 2017–2019 | Oversaw inspection policy, nuclear/conventional force evaluation, counterintelligence operations, investigations into fraud/waste/abuse; chaired Intelligence Oversight Panel . |
| U.S. Air Force | Assistant Vice Chief of Staff and Director, Air Staff | 2016–2017 | Senior leadership and governance of Air Staff . |
| U.S. Air Force Reserve | Commander, 22nd Air Force | 2014–2016 | Command of numbered air force; operational oversight . |
| United Airlines | Pilot (747, 757, 767, 777) | 1990–2020 | >10,000 flight hours; global operations and safety experience . |
External Roles
| Organization | Role | Start | Committees/Notes |
|---|---|---|---|
| The Boeing Company (NYSE: BA) | Director | 2021 | Aerospace Safety, Governance & Public Policy, Special Programs committees . |
| KULR Technology Group, Inc. | Director | 2021 | Public company directorship noted in BDJ proxy . |
| USC Board of Trustees | Trustee | 2023 | Governance role; safety/security interest; USC Viterbi Board of Councilors . |
| Direct Relief | Director | N/A | Non-profit board service . |
| Falcon Foundation (USAFA) | Trustee | N/A | Non-profit governance . |
Board Governance
- Independence: BDJ’s proxy highlights Harris’s independence from the Funds and the Advisor, reinforcing objective oversight .
- Committees (BDJ Boards system-wide): Member – Compliance Committee; Member – Performance Oversight Committee. These committees oversee fund compliance programs, the CCO, investment performance relative to objectives/benchmarks, and valuation controls .
- Meetings and attendance: In calendar 2024, BDJ’s Board met seven times; no incumbent Board Member attended less than 75% of aggregate Board and committee meetings. Annual shareholder meeting attendance policy encourages attendance; across most funds, “all but one” Board Member attended last year’s meeting .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (Independent Board Member) | $370,000 | Paid across BlackRock‑advised funds including BDJ; plus out-of-pocket expenses per policy . |
| Board Chair additional retainer | $140,000 | Increased from $100,000 prior to Jan 1, 2024 . |
| Board Vice Chair additional retainer | $84,000 | Increased from $60,000 prior to Jan 1, 2024 . |
| Committee Chair – Audit | $55,000 | Annual retainer . |
| Committee Chair – Performance Oversight | $42,500 | Annual retainer . |
| Committee Chair – Compliance | $50,000 | Annual retainer . |
| Committee Chair – Governance | $42,500 | Annual retainer . |
| Committee Chair – Discount | $25,000 | Annual retainer . |
| Committee Chair – Securities Lending | $20,000 | Annual retainer . |
| Committee Member – Audit | $30,000 | Annual retainer . |
| Committee Member – Compliance | $25,000 | Annual retainer . |
| Committee Member – Governance | $25,000 | Annual retainer . |
| Committee Member – Discount | $20,000 | Annual retainer . |
| Committee Member – Securities Lending | $15,000 | Annual retainer . |
| Deferred compensation plan | Up to 50% of total comp may be deferred | Earns a return as if invested in eligible funds (including BDJ); plan is unfunded; obligations are general unsecured claims of the fund . |
| Fee allocation | Pro rata quarterly (based on relative net assets) | Funds pay a pro rata portion of Board fees in the BlackRock Fixed‑Income Complex . |
Performance Compensation
| Metric/Component | Disclosure | Detail |
|---|---|---|
| Bonus | Not disclosed | Director pay structured as retainers and committee fees; no bonus language . |
| Stock awards (RSUs/PSUs) | Not disclosed | No stock award provisions for independent directors disclosed . |
| Options | Not disclosed | No option award provisions disclosed . |
| Performance metrics (TSR, revenue, ESG) | Not disclosed | No performance‑based metrics tied to director pay disclosed . |
| Clawbacks/COC/Severance | Not disclosed | Not applicable to independent directors per proxy compensation section . |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Considerations |
|---|---|---|---|
| The Boeing Company | Director | Aerospace Safety; Governance & Public Policy; Special Programs | BDJ invests in equities; if BDJ holds BA, director interlock may be a perceived conflict; no BDJ holdings disclosed in proxy (note only general >5% ownership disclosures provided) . |
| KULR Technology Group, Inc. | Director (2021) | N/A | Technology issuer; monitor for transaction‑related overlaps with fund holdings; no fund holdings disclosed . |
| BlackRock Closed‑End/Open‑End Funds | Independent Director/Trustee | Compliance; Performance Oversight (member) | Oversees 66 RICs consisting of 100 portfolios – watch time commitment and workload risks . |
Expertise & Qualifications
- Governance and compliance oversight: Extensive experience in inspection policy, counterintelligence oversight, investigations, and complaint resolution from USAF IG role .
- Aviation safety & operations: >10,000 civilian flight hours; Boeing 747/757/767/777 type experience; enhances oversight of risk and safety discussions .
- Cybersecurity: Certificate in cybersecurity oversight (Carnegie Mellon University), relevant to risk/compliance oversight in funds .
- Education: B.S. USC (1981), M.S. Embry‑Riddle (1987) .
Equity Ownership
- Deferred compensation plan: Independent directors may defer up to 50% of compensation; deferred balances earn returns as if invested in eligible funds (HYT, BTZ, BGR, CII, BDJ, BGY, BGT, BME, BLW, plus certain open‑end funds). The plan is unfunded; liabilities are general unsecured claims of the fund .
- Aggregate ownership: As of April 30, 2025, Board Members/Nominees and executive officers as a group owned less than 1% of outstanding shares of each Fund they oversee; none of the Independent Board Members or immediate family members had any interest in BlackRock or its controlled affiliates .
Governance Assessment
- Strengths: Independence affirmed; substantive governance/compliance expertise; membership on Compliance and Performance Oversight committees aligns skills with fund oversight needs; high Board engagement (no <75% attendance) .
- Compensation structure: Retainer plus committee fees (with increases to Chair/Vice Chair retainers in 2024) suggest alignment to workload and committee responsibility; absence of performance‑linked pay reduces risk of misaligned incentives for independent oversight .
- Red flags/risks:
- Time commitments: Oversight across 66 RICs/100 portfolios could strain bandwidth; monitor attendance and committee deliverables over time .
- Interlocks: Boeing directorship creates potential perception risk if BDJ holds BA or engages in related transactions; proxy provides no portfolio holding disclosures—monitor for related‑party exposure and ensure recusal protocols where appropriate .
- Shareholder engagement: Annual meeting policy encourages director attendance; most funds saw “all but one” directors attend; BDJ Board met seven times in 2024, indicating regular cadence; no attendance shortfalls flagged .
Overall, Harris’s military governance background, aviation safety expertise, and independence support board effectiveness at BDJ; watch workload across numerous funds and interlock optics at Boeing to sustain investor confidence .