Rita S. Lane
L3HARRIS TECHNOLOGIES, INC. /DE/About Rita S. Lane
Independent director of L3Harris Technologies (LHX), age 62, serving on the Board since 2019 (2018 including L3 service). Former VP, Operations at Apple, where she oversaw the iPad launch and Mac Desktop & Accessories manufacturing; prior senior supply chain roles at Motorola Solutions and IBM; five years of service in the U.S. Air Force (ultimately Captain). The Board affirmed her independence in February 2025 under NYSE standards and L3Harris’ Director Independence Standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | VP, Operations; oversaw iPad launch and Mac Desktop & Accessories manufacturing | 2008–2014 | Large-scale global hardware ops and manufacturing leadership |
| Motorola Solutions, Inc. | SVP, Integrated Supply Chain and Chief Procurement Officer | — | Global supply chain, procurement leadership |
| IBM | Various roles in Systems & Personal Computer division; VP, Integrated Supply Chain | 14-year career | Complex IT/systems and global operations |
| U.S. Air Force | Officer (Captain) | 5 years | Military leadership experience |
External Roles
| Company | Role | Since/Through | Notes |
|---|---|---|---|
| Amphenol Corporation | Director | Since 2020 | Current public company directorship |
| Signify N.V. | Director | Since 2016 | Current public company directorship |
| Sanmina Corporation | Director | 2016–2023 | Prior public company directorship |
Board Governance
- Committee assignments: Innovation and Cyber; Nominating and Governance. Not a chair.
- Committee remits she influences:
- Innovation & Cyber: oversees innovation and tech strategy, cyber risks, classified business, disruptive trends and technology gaps. All members hold security clearances.
- Nominating & Governance: board refreshment, director compensation oversight, governance guidelines, ESG and political advocacy oversight, and related person transaction review/approval.
- Independence: Board determined all directors except the Chair/CEO are independent (Feb 2025), including Ms. Lane.
- Attendance/engagement: Board reported 100% director attendance at 2024 Board meetings, 100% at the 2024 Annual Meeting, and 99% at 2024 committee meetings; independent director executive sessions held at every regularly scheduled Board and committee meeting.
- Years of service on L3Harris Board: Director since 2019 (2018 including L3 service).
- Lead Independent Director structure, majority voting, and regular executive sessions bolster independent oversight.
Fixed Compensation
- Director pay structure (FY2024 program): $150,000 cash annual Board retainer; $190,000 in equity-based director share units granted annually; no meeting fees. Committee chair retainers: Audit $30,000; Compensation $25,000; Other Committee Chairs $20,000; Lead Independent Director $50,000.
| Component | Amount (USD) |
|---|---|
| Board member annual retainer (cash) | $150,000 |
| Annual equity (director share units) | $190,000 (granted; vests in ~1 year) |
| Lead Independent Director (if applicable) | +$50,000 cash |
| Committee Chair – Audit | +$30,000 cash |
| Committee Chair – Compensation | +$25,000 cash |
| Committee Chair – Other (Finance, Innovation & Cyber, N&G) | +$20,000 cash |
| Meeting fees | None |
- FY2024 actual compensation for Ms. Lane:
| Item | FY2024 |
|---|---|
| Fees Earned or Paid in Cash | $150,000 |
| Stock Awards (grant-date fair value) | $189,836 |
| All Other Compensation (charitable match) | $10,000 |
| Total | $349,836 |
- Deferral: Directors may defer cash and/or share units into deferred units credited with dividend equivalents; payouts in shares or installments; CIC cash-out mechanics defined.
Performance Compensation
Non-employee directors do not have performance-based incentives; equity is time-based director share units vesting on the one-year anniversary. No options are awarded to directors, and there are no meeting fees.
| Performance Metric | Weight | Notes |
|---|---|---|
| N/A for directors | — | Director compensation is fixed cash + time-based equity (no performance metrics). |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public boards | Amphenol (since 2020); Signify N.V. (since 2016) |
| Prior public boards | Sanmina (2016–2023) |
| Potential interlocks/conflicts disclosed | The proxy’s related person transaction section discloses only arrangements with BlackRock and T. Rowe Price for plan asset management; no other related person transactions are disclosed. These are reviewed by the Nominating & Governance Committee. |
| Overboarding policy | Limit of three other public company boards (or one if an executive officer); 2025 review found all nominees compliant. Ms. Lane’s two current public boards align with this policy. |
Expertise & Qualifications
- Skills cited by the Board: global hardware operations, supply chain/distribution, manufacturing, sales/marketing, complex IT systems, strategic planning, technology innovation/R&D; experience with complex management, financial and operational issues; public company governance.
- Committee-aligned strengths: technology and manufacturing/supply chain experience complement Innovation & Cyber oversight; governance/ESG and related-party review expertise relevant to N&G.
Equity Ownership
| Item | Value/Status |
|---|---|
| Shares beneficially owned (Feb 28, 2025) | 3,169 shares (includes ~938 unvested director share units granted Apr 2024) |
| Options (exercisable within 60 days) | 0 (directors do not receive options) |
| Deferred units balance (Jan 3, 2025) | 3,401.68 deferred units (from cash/equity deferrals incl. dividend equivalents) |
| Pledging | None; policy prohibits pledging by directors and officers, and proxy states no directors or executive officers have pledged shares. |
| Hedging/short sales | Prohibited for directors and executive officers. |
| Ownership guideline | Minimum ownership equal to 5× the annual cash Board retainer, to be met within five years of joining the Board. Company does not disclose individual compliance status. |
Insider Trades (Form 4, most recent)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| 2025-04-22 | 2025-04-21 | A (Award) | 887 | $0.00 | 7,483.05 | https://www.sec.gov/Archives/edgar/data/202058/000020205825000085/0000202058-25-000085-index.htm |
| 2024-04-23 | 2024-04-19 | A (Award) | 924 | $0.00 | 6,506.00 | https://www.sec.gov/Archives/edgar/data/202058/000020205824000091/0000202058-24-000091-index.htm |
| 2023-04-25 | 2023-04-22 | M (Exempt) – conversion | 699.29 | $0.00 | 5,503.98 | https://www.sec.gov/Archives/edgar/data/202058/000120919123025595/0001209191-23-025595-index.htm |
| 2023-04-25 | 2023-04-21 | A (Award) | 841 | $0.00 | 4,804.69 | https://www.sec.gov/Archives/edgar/data/202058/000120919123025595/0001209191-23-025595-index.htm |
| 2023-04-25 | 2023-04-22 | M (Exempt) – disposition of derivative (DSUs) | 699.29 | $0.00 | 0 (derivative line) | https://www.sec.gov/Archives/edgar/data/202058/000120919123025595/0001209191-23-025595-index.htm |
Note: “A” awards reflect annual director share unit grants; “M-exempt” entries typically reflect conversions/dispositions associated with vesting or derivative settlement; price often reported as $0.00 for non-open-market transactions. (Data retrieved via insider-trades skill; see linked SEC filings.)
Governance Assessment
- Board effectiveness: Ms. Lane’s operations, supply chain, and technology background aligns with Innovation & Cyber oversight, a critical remit for L3Harris given cybersecurity, classified programs, and disruptive technology priorities.
- Independence and conflicts: Independence affirmed (Feb 2025). Related person transactions are overseen by N&G; 2025 proxy discloses only plan asset management arrangements with BlackRock/T. Rowe Price; no other related-party dealings disclosed.
- Attendance and engagement: Board-wide attendance was 100% at Board meetings and 99% at committees in 2024; executive sessions of independent directors are held at every regularly scheduled Board and committee meeting, supporting candid oversight.
- Ownership alignment: Equity retainer ($190k) plus deferral program and prohibition on hedging/pledging promote alignment; Ms. Lane held 3,169 shares beneficially (plus deferred units) as of early 2025. Ownership guidelines require 5× cash retainer within five years; individual compliance status not disclosed.
- Compensation structure quality: Director pay is simple and market-standard (cash retainer + time-based share units); no meeting fees; no options; deferral offered; indicates no pay-for-performance distortions at the director level.
- Red flags: None apparent — no pledging, no disclosed related-person transactions involving Ms. Lane, robust independence determinations, and strong say-on-pay support (≥92% at 2024 meeting, continuing the post-merger trend).
Overall, Ms. Lane appears to contribute relevant operational and technology oversight to key Board committees, with independence affirmed and alignment mechanisms in place; no conflict or attendance red flags are disclosed.