David S. Regnery
L3HARRIS TECHNOLOGIES, INC. /DE/About David S. Regnery
Independent director of L3Harris Technologies (LHX) since October 15, 2024; age 62. He is Chair and CEO of Trane Technologies plc (CEO since 2021; Chair since January 2022; previously President & COO 2020–2021, EVP 2017–2019). L3Harris classifies him as independent under NYSE and company standards following the Board’s February 2025 review.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trane Technologies plc | Chair & CEO | Chair since Jan 2022; CEO since 2021 | Leads strategy and operations; prior President & COO (2020–2021) and EVP (2017–2019) |
| L3Harris Technologies | Independent Director | Since Oct 15, 2024 | Newly appointed; no L3Harris committee assignments to date |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Trane Technologies plc | Director (as CEO/Chair) | 2021 | Not specified in LHX proxy |
Board Governance
- Independence: Board determined all directors except the Chair/CEO (Kubasik) are independent; Regnery listed as an independent director.
- Committee assignments: None at L3Harris as of the 2025 proxy.
- Attendance: 2024 Board attendance 100% overall; committee meetings 99%; Annual Meeting 100% (aggregate board metrics).
- Years of service on LHX board: Since Oct 15, 2024.
- Overboarding/compliance: L3Harris limits executive officers of public companies to one other public company board in addition to L3Harris; February 2025 review confirmed all nominees complied. Regnery serves at Trane plus L3Harris—within limits.
- Stock ownership guideline for directors: 5x annual cash retainer (5 × $150,000 = $750,000) within five years of election/appointment.
- Hedging/pledging ban and executive sessions: Short sales, hedging, derivatives, and pledging prohibited; independent directors meet in executive session each regular meeting.
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $150,000 | Effective for 2024/2025 |
| Equity retainer (Director Share Units) | $190,000 | Granted annually; vests in ~1 year, paid in LHX shares (deferrable) |
| Lead Independent Director fee | $50,000 | Cash |
| Committee Chair fees | Audit $30,000; Compensation $25,000; Other Committee $20,000 | Cash |
| Meeting fees | None | No additional meeting fees |
| Deferral plan | Available for cash and DSUs; dividend equivalents; CIC cash-out if permitted | 2019 Non-Employee Director Deferred Compensation Plan |
FY2024 director compensation (pro‑rated for partial year service):
| Metric | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 31,740 |
| Stock Awards (grant-date fair value) | 96,765 |
| All Other Compensation | 0 |
| Total | 128,505 |
Vesting/key terms:
- Director share units vest on the one-year anniversary of grant (subject to continued service); pro‑rated awards for mid‑year appointments.
Performance Compensation
- Directors do not receive performance-based bonuses; equity is time-based director share units (not tied to financial metrics).
Other Directorships & Interlocks
| Company | Relationship to LHX | Role/Interlock | Risk Note |
|---|---|---|---|
| Trane Technologies plc | Unrelated sector (HVAC/industrial); not disclosed as LHX customer/supplier | Chair & CEO; Board member | Board determined Regnery is independent; no related‑party transactions disclosed for him in LHX proxy. |
Expertise & Qualifications
- Strategic planning, capital raising, financial planning, ERM, IR; international operations and environmental/renewable matters; public company governance and executive compensation.
Equity Ownership
| Item | Amount |
|---|---|
| Shares owned (beneficial) | 413 shares (less than 1% of outstanding) |
| Unvested director share units | ~392.93 units as of Jan 3, 2025 (from 2024 pro‑rated grant) |
| Options (director) | None disclosed |
| Pledged shares | None; pledging prohibited by policy |
| Ownership guideline | 5× $150k cash retainer ($750k) within 5 years of appointment |
| Deferral elections | May defer cash fees and DSUs; credited as stock units with dividend equivalents |
Footnotes:
- Beneficial ownership table includes unvested director share units in the “Shares Owned” column; Regnery’s figure includes his pro‑rated DSUs.
Governance Assessment
- Alignment and independence: Newly appointed independent director with operating CEO experience; passes independence review; no pledging or hedging allowed.
- Time/overboarding risk: As a sitting public-company CEO, he is limited to one other public board; L3Harris confirmed compliance in Feb 2025. This mitigates overboarding risk.
- Compensation alignment: Standard L3Harris director pay structure (cash + time‑based DSUs), with clear vesting and deferral features; no options or performance bonuses for directors—limits pay risk and complexity.
- Ownership alignment: Low current share count due to recent appointment; policy requires building to 5× cash retainer within five years.
- Related‑party/conflict oversight: Nominating & Governance Committee reviews any related‑person transactions; none disclosed for Regnery.
- Board effectiveness signals: Overall Board and committee attendance at/near 100% in 2024; robust executive sessions; independent committee structure; suggests strong oversight environment into which Regnery integrates.
- Shareholder sentiment context: 2025 Say‑on‑Pay passed (For 114,874,152; Against 40,094,600; Abstain 1,116,212), signaling generally supportive investor posture toward compensation governance.
RED FLAGS: None disclosed specific to Regnery. Monitor for:
- Potential time‑commitment strain given dual role as Trane CEO/Chair (mitigated by policy oversight).
- Ownership guideline progress (new director; ramp‑up period applies).
Quote-level or metric-level sources:
- Director biography, independence, committees, skills:
- Board attendance and engagement:
- Overboarding/time commitment policy and 2025 compliance confirmation:
- Director compensation schedules and vesting/deferral:
- FY2024 director compensation table and Regnery’s amounts:
- Beneficial ownership, DSUs, and no pledging:
- Hedging/pledging prohibition and governance practices:
- Say‑on‑Pay voting results (2025):