Edward A. Rice, Jr.
L3HARRIS TECHNOLOGIES, INC. /DE/About Edward A. Rice, Jr.
Edward A. Rice, Jr. is an independent director of L3Harris Technologies, Inc. (LHX) since 2023, age 68, and serves on the Audit and Innovation & Cyber Committees. A retired U.S. Air Force General and independent consultant since 2014, his disclosed expertise includes U.S. and international military operations, engineering and aeronautics, international relations and defense industry, as well as AI ethics and cyber risk/strategy, with deep leadership experience in aviation and national security .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | General and Commander, Air Education and Training Command | — | Senior operational command; strategic and budget oversight |
| U.S. Air Force | Lieutenant General and Commander, U.S. Forces Japan; Commander, 5th Air Force | — | International command, defense liaison, legislative/public affairs |
| U.S. Air Force | Major General and Vice Commander, Pacific Air Forces | — | Theater-level operations leadership |
| U.S. Air Force | Major General and Commander, 13th Air Force; Commander, Kenney Headquarters | — | Operational command responsibilities |
| U.S. Air Force | Major General and Commander, 13th Air Force; Director, Air, Space, and Information Operations | — | Air/space/information ops leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ed Rice Consulting | Independent Consultant | Since 2014 | Private consultancy |
| Other current public company boards | — | — | None disclosed (“—” in nominee table) |
Board Governance
- Committee assignments: Audit Committee (member); Innovation & Cyber Committee (member). Audit held 8 meetings in 2024, and Innovation & Cyber held 4; all Innovation & Cyber members possess security clearance credentials .
- Independence and qualifications: Rice is an independent director; the Board affirmed all directors except the CEO are independent under NYSE standards. All Audit Committee members meet NYSE “financial literacy” requirements .
- Attendance and engagement: 2024 Board meeting attendance was 100%, Annual Meeting attendance 100%, and committee meeting attendance 99% (Board-level disclosure) .
- Governance policies:
- Overboarding: max three other public boards (one if an active public company executive); Nominating & Governance Committee confirmed all 2025 nominees complied in Feb-2025 .
- Hedging/pledging: short sales, hedging/derivatives, and pledging prohibited for directors and executives .
- Director retirement policy at age 75 (subject to any waivers) .
- Stock ownership guidelines for non-employee directors: minimum 5× annual cash retainer within five years .
- Executive sessions: independent directors hold executive sessions at every regularly scheduled Board and committee meeting .
Fixed Compensation
Program structure for non-employee directors:
| Component | Annual Amount | Notes |
|---|---|---|
| Board member cash retainer | $150,000 | Paid quarterly; no meeting fees |
| Equity-based retainer (Director Share Units) | $190,000 | Granted at Annual Meeting; typically vests in 1 year |
| Lead Independent Director fee (cash) | $50,000 | Additional to board retainer |
| Committee Chair fees (cash) | Audit: $30,000; Compensation: $25,000; Other committees: $20,000 | Additional if serving as chair |
Edward A. Rice, Jr. – Fiscal 2024 actual director compensation:
| Item | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 150,000 |
| Stock Awards (grant date fair value) | 189,836 |
| All Other Compensation | 0 |
| Total | 339,836 |
Additional features: directors can elect to defer cash retainers and/or DSUs into deferred units credited with dividend equivalents under the Non-Employee Director Deferred Compensation Plan (unfunded, non-qualified) .
Performance Compensation
Directors do not receive performance-based incentives; annual equity is time-based Director Share Units that typically vest on the one-year anniversary of grant, subject to continued service (no options or PSU performance metrics for directors) .
Other Directorships & Interlocks
| Category | Disclosed Items |
|---|---|
| Current public company boards | None (“—” in proxy nominee table) |
| Prior public company boards | Not disclosed in the proxy |
| Shared directorships with competitors/customers/suppliers | Not disclosed; related-person transactions reviewed/approved per policy (see Related Party section) |
Expertise & Qualifications
- Military operations, engineering/aeronautics, international relations, defense industry; extensive leadership in aviation and national security; experience with AI ethics and cyber risk/strategy (supports Innovation & Cyber oversight) .
- Audit member financial literacy (all members satisfy NYSE financial literacy standards) .
- Innovation & Cyber committee members hold security clearances (board-level disclosure) .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares Beneficially Owned | 1,932 | As of Feb 28, 2025 |
| % of Shares Outstanding | <1% | Listed as “*” (less than 1%) |
| Unvested Director Share Units included | ~938 units | Proxy footnote indicates approx. 938 unvested DSUs included for each non-employee director (except Regnery) |
| Shares Pledged as Collateral | None | Company policy prohibits pledging; none pledged by directors/executives |
| Ownership Guidelines | 5× annual cash retainer, to be met within five years | Director-level guideline; individual compliance status not disclosed |
Governance Assessment
- Board effectiveness and engagement: Rice adds deep domain expertise (national security, AI ethics/cyber) to Audit and Innovation & Cyber—committees with material oversight remits (financial reporting, ERM; cyber and classified activities). Committee workloads are substantive (Audit: 8 meetings; Innovation & Cyber: 4 in 2024), and Board/committee attendance is disclosed as excellent (Board 100%, committees 99%)—supportive signals for board effectiveness .
- Independence and conflicts: He is independent; Board affirmed independence of all directors except CEO. No pledging allowed (none by directors/executives), hedging prohibited, and robust related-person transaction review resides with the Nominating & Governance Committee—mitigating conflict risk .
- Ownership alignment: Directors receive a balanced cash/equity mix, with mandatory stock ownership guidelines (5× cash retainer over five years) and DSUs vesting after one year; Rice beneficially owns 1,932 shares (<1%), including ~938 unvested DSUs (alignment, but individual guideline compliance not disclosed) .
- Additional investor-confidence signals: Overboarding limits with annual compliance checks (Rice has no other public boards), and strong say‑on‑pay support (≥92% since the merger) indicate a shareholder-aligned governance environment .
Overall, disclosures point to strong independence, relevant expertise for LHX’s risk profile (cyber/defense), high engagement, and structured ownership alignment with limited conflict signals disclosed for Edward A. Rice, Jr. .