Stayce D. Harris
About Stayce D. Harris
Independent Director/Trustee of BlackRock Technology & Private Equity Term Trust (BTX); born 1959; board service since 2021. Former three‑star Lieutenant General in the U.S. Air Force with oversight of inspection policy, nuclear and conventional forces, counterintelligence operations, fraud/waste/abuse investigations, and complaints resolution; former United Airlines pilot (1990–2020). Serves as a member of BTX’s Compliance Committee and Performance Oversight Committee and is affirmed as independent from the Funds and the Advisor. Also a director of The Boeing Company; previously a director of KULR Technology Group (2021).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Inspector General (Lt Gen) | 2017–2019 | Oversight of inspection policy; nuclear and conventional forces; counterintelligence; investigations; complaints resolution |
| U.S. Air Force | Assistant Vice Chief of Staff & Director, Air Staff (Lt Gen) | 2016–2017 | Senior governance and operational oversight |
| U.S. Air Force Reserve | Commander, 22nd Air Force (Maj Gen) | 2014–2016 | Command leadership; operational effectiveness |
| United Airlines | Pilot | 1990–2020 | Commercial aviation operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Boeing Company | Director | Current | Public company board role |
| KULR Technology Group, Inc. | Director | 2021 | Past public company directorship |
Board Governance
- Committee assignments: Member, Compliance Committee (Chair: Cynthia L. Egan); Member, Performance Oversight Committee (Chair: Arthur P. Steinmetz). These committees oversee fund/regulatory compliance, CCO performance/compensation, performance vs. benchmarks, investment policy changes, and valuation controls.
- Independence: Identified as an Independent Board Member; Boards state independence from the Funds and the Advisor enhances service. As of Apr 30, 2025, none of the Independent Board Members nor their immediate family members had any interest in BlackRock or its affiliates.
- Attendance and engagement: In 2024 the BTX Board met 10 times; no incumbent Board Member attended less than 75% of Board and committee meetings. Policy encourages annual meeting attendance; for BTX, one Board Member attended last year’s annual shareholders’ meeting (a modest investor‑engagement flag).
- Tenure/election status: Class I Board Member of BTX, serving since 2021 and standing for election in 2025 due to prior meetings lacking quorum; Board recommends voting FOR her re‑election.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Independent Board Member) | $370,000 per year | Paid by funds in the BlackRock Fixed‑Income Complex (pro rata by fund assets) |
| Chair of Boards retainer | $140,000 per year | Increased from $100,000 prior to Jan 1, 2024 |
| Vice Chair retainer | $84,000 per year | Increased from $60,000 prior to Jan 1, 2024 |
| Committee Chair retainers | Audit $55,000; Performance $42,500; Compliance $50,000; Governance $42,500; Discount $25,000; Securities Lending $20,000 | Updated vs. prior year levels |
| Committee Member retainers | Audit $30,000; Compliance $25,000; Governance $25,000; Discount $20,000; Securities Lending $15,000 | Per committee membership |
| BTX Director Cash Fees ($USD) | FY 2024 |
|---|---|
| Stayce D. Harris | $10,772 |
Performance Compensation
- Equity/Option awards: None disclosed for Independent Board Members of BTX; compensation is cash retainer plus permitted deferred compensation elections, not RSUs/PSUs/options.
- Deferred compensation plan: Independent Board Members may defer up to 50% of total compensation; deferred amounts earn a return “as though” invested in selected BlackRock funds (unfunded plan; obligations are general unsecured claims). No revenue/EBITDA/TSR targets—economic exposure mirrors fund returns chosen by the director.
| Deferred Compensation Share Equivalents (as of Feb 28, 2025) | Count |
|---|---|
| BlackRock Enhanced Equity Dividend Trust (BDJ) | 9,403.70 |
| BlackRock Limited Duration Income Trust (BLW) | 10,332.88 |
| BlackRock Credit Allocation Income Trust (BTZ) | 12,783.19 |
| BlackRock Enhanced Large Cap Core Fund (CII) | 4,308.49 |
Note: The plan’s returns track the selected funds; it is not BTX‑specific and does not involve BTX equity grants.
Other Directorships & Interlocks
| Company | Role | Committee roles | Interlock/Conflict Notes |
|---|---|---|---|
| The Boeing Company | Director | Not disclosed in BTX proxy | No related‑party ties with BlackRock; independence affirmed; monitor for portfolio exposure to Boeing suppliers/customers if relevant to BTX strategy. |
| KULR Technology Group, Inc. | Director (2021) | Not disclosed | Past role; no ongoing related‑party ties disclosed. |
Expertise & Qualifications
- Governance and oversight expertise from senior USAF roles (inspection policy; nuclear/conventional forces; counterintelligence; investigations; complaints resolution), aligning with Compliance Committee responsibilities.
- Operational leadership and discipline background; aviation industry experience via United Airlines.
Equity Ownership
- BTX/fund family ownership: Appendix C reports holdings of common shares and share equivalents in various funds overseen; Board Members/Nominees as a group owned less than 1% of outstanding shares of each fund, and no Board Member owns Preferred Shares.
- Pledging/hedging: No pledging or hedging disclosures noted for Independent Board Members.
- Related interests: As of Apr 30, 2025, none of the Independent Board Members nor immediate family members had interests in BlackRock or affiliates.
Insider Trades (Illustrative)
| Date | Issuer | Transaction | Source |
|---|---|---|---|
| Jul 1, 2025 | The Boeing Company | Form 4 filed for director Stayce D. Harris | |
| Oct 29, 2024 | BlackRock Municipal 2030 Target Term Trust | Insider transaction record listed for director Harris |
The BTX proxy states Section 16 insiders met SEC filing requirements in the most recent fiscal year, with two inadvertent late Form 4s cited for BMEZ portfolio managers; no late filings noted for Harris in BTX.
Governance Assessment
- Strengths:
- Independent director with deep governance/oversight experience; active on Compliance and Performance Oversight Committees where her background is directly relevant.
- Meets attendance thresholds; BTX Board met 10 times in 2024, suggesting active oversight cadence.
- No related‑party interests with BlackRock for Independent Board Members; independence posture reinforced.
- Concerns/RED FLAGS to monitor:
- Shareholder engagement: Only one Board Member attended BTX’s last annual shareholders’ meeting; while policy encourages attendance, this is a modest engagement risk signal.
- Activism context: BTX entered a standstill agreement in Jan 2025 and commenced a tender offer to repurchase 50% of shares at 99.5% of NAV; ongoing activist scrutiny raises the bar for board effectiveness and investor communication.
- Compensation inflation risk: Committee chair and board leadership retainers increased effective 2024; monitor aggregate cash vs. deferred mix and whether governance outputs improve commensurately.
Election recommendation context: BTX Board recommends voting FOR Harris as a Class I Board Member in 2025, following prior holdover status due to meeting quorum issues.
Committee coverage: Harris’s placement on Compliance and Performance Oversight Committees focuses her contributions on regulatory rigor and investment performance oversight—key drivers of investor confidence for a term trust vehicle like BTX.