Robert B. Millard
L3HARRIS TECHNOLOGIES, INC. /DE/About Robert B. Millard
Lead Independent Director of L3Harris Technologies (LHX), age 74, serving on the L3/L3Harris board since 1997 and on L3Harris since 2019. Background spans corporate finance and capital markets, including Chairman Emeritus of MIT Corporation, Chairman of Realm Partners, and Managing Director at Lehman Brothers (1976–2008). He is currently a director at Evercore Inc. (since 2012). L3Harris’ Board has affirmatively determined he is independent under NYSE standards and the company’s Director Independence Standards (February 2025 review) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MIT Corporation | Chairman (now Chairman Emeritus) | 2014–2020 | Strategic oversight at major research institution; governance leadership |
| Realm Partners L.L.C. | Chairman | 2009–2014 | Led investment firm; capital allocation and governance |
| Lehman Brothers and predecessors | Managing Director | 1976–2008 | Corporate finance, capital raising, M&A; market expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Evercore Inc. | Director | Since 2012 | Public company board service; finance expertise |
Board Governance
- Roles: Lead Independent Director since June 29, 2019; re-designated annually. Responsibilities include presiding over executive sessions, approving agendas with the Chair, calling meetings of independent directors, facilitating discussion among independents, shareholder communication when requested, leading CEO evaluation, Board self-evaluation, and guiding CEO succession planning .
- Committee assignments: Compensation Committee (member); Finance Committee (member) .
- Independence and structure: Approximately 92% of the Board and 100% of each committee are independent; L3Harris combines Chair/CEO roles with a robust Lead Independent Director construct and regular executive sessions of independent directors at every Board and committee meeting .
- Attendance and engagement: 2024 director attendance at four Board meetings: 100%; at committee meetings: 99%; Annual Meeting attendance: 100% (aggregate) .
- Time commitments: Policy limiting directors to no more than three other public company boards; Audit Committee limits on outside audit committees; Nominating & Governance confirmed in February 2025 all 13 incumbents complied (Millard included) .
- Retirement policy: Directors retire at age 75 (waivers only per Cooperation Agreement); Millard is 74, implying near-term refresh consideration under policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board member) | $150,000 | Paid quarterly; no meeting fees |
| Lead Independent Director cash retainer | $50,000 | Paid quarterly |
| Committee chair fees | $0 | Millard is not a chair; Compensation Chair is Hay; Finance Chair is Fradin |
| Equity retainer (Director Share Units) | $190,000 | Granted annually; generally vests in 1 year |
| Deferred compensation option | Available | Non-employee Director Deferred Compensation Plan; units accrue dividend equivalents; change-in-control cash-out of deferred units (subject to tax law) |
FY2024 actual director compensation:
| Category | FY2024 Amount | Detail |
|---|---|---|
| Fees earned or paid in cash | $200,000 | Board ($150k) + Lead Independent Director ($50k) |
| Stock awards (grant-date fair value) | $189,836 | Director share units; ASC 718 fair value |
| All other compensation | $10,000 | Charitable match under director program |
| Total | $399,836 | Sum of above |
Performance Compensation
| Element | Status | Notes |
|---|---|---|
| Non-equity incentive plan (directors) | None | L3Harris does not have a non-equity incentive plan for directors |
| Performance-based equity (directors) | None disclosed | Annual grants are director share units with time-based vesting (generally one year) |
| Meeting fees | Not paid | Directors do not receive additional meeting fees |
Other Directorships & Interlocks
| Company | Role | Board Count Compliance | Potential Interlock Notes |
|---|---|---|---|
| Evercore Inc. | Director | Complies with <=3 other boards policy | No related-person transactions disclosed; Board affirmed independence after review |
Expertise & Qualifications
| Domain | Evidence |
|---|---|
| Corporate finance, capital raising, M&A, economics | Explicitly cited in nominee biography |
| Strategic planning, product development, technology innovation, talent | Listed in skills and attributes |
| Executive compensation and governance | Experience cited; serves on Compensation Committee |
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares owned (direct/indirect) | 305,840 | Includes 80,113 held by the Robert & Bethany Millard Foundation |
| Shares under exercisable options | — | None within 60 days as of Feb 28, 2025 |
| Total beneficial ownership | 305,840 | Less than 1% of shares outstanding |
| Unvested director share units | ~938.05 units | As of Jan 3, 2025 |
| Deferred units (Director Plan) | 8,055.17 units | As of Jan 3, 2025 |
| Pledging | None | No directors or executive officers have pledged company shares; pledging prohibited |
| Ownership guidelines | 5x annual cash retainer; 5-year compliance window | Applies to all non-employee directors |
Governance Assessment
- Board effectiveness: Millard provides strong independent oversight as Lead Independent Director with defined authorities over agendas, executive sessions, CEO evaluation, Board self-assessment, and succession planning, reinforcing investor confidence in governance rigor .
- Compensation oversight: As a Compensation Committee member, he is involved in executive pay philosophy, benchmarking, clawback policy oversight, and stock ownership guidelines for executives, aligning pay with performance and risk controls .
- Financial stewardship: As a Finance Committee member, he oversees capital structure, dividends, share repurchases, liquidity, and benefit plan investment policies, supporting disciplined capital allocation .
- Independence and conflicts: Board re-affirmed his independence (February 2025). No related-person transactions or pledging of shares; robust policies prohibit hedging/pledging and cap outside board service. External Evercore directorship is within policy limits and did not impair independence per Board review .
- Alignment: Significant beneficial ownership and deferred units indicate skin-in-the-game; director equity is granted annually and vests time-based, with optional deferral into share-based units accruing dividend equivalents .
RED FLAGS
- Approaching retirement age: At 74, he is near L3Harris’ mandatory retirement age of 75, which may prompt Board refresh planning and potential leadership transition in the LID role within the next cycle .
- No other material red flags identified in proxy (no related-party transactions, no pledging, no meeting fee gaming). Director compensation appears standard and aligned with peer practice .
Potential Conflicts or Related-Party Exposure
- Related-person transaction oversight: Nominating & Governance Committee reviews and approves/ratifies related-person transactions >$120,000; directors involved do not participate in reviews. 2024 disclosures involve BlackRock and T. Rowe Price asset management, not related to Millard .
- Political advocacy and lobbying oversight resides with Nominating & Governance; policies prohibit direct corporate contributions and require transparency; not committee assignments for Millard, but board-level governance mitigates reputational risk .
Director Compensation Structure Analysis
- Mix stability: FY2024 director pay mix for Millard is balanced between fixed cash ($200k) and equity ($189,836), with minimal other comp ($10k charitable match), consistent with alignment without performance-based incentives for directors .
- Policies emphasize no meeting fees, independence from consulting fees, and annual market review via independent consultants for director pay, mitigating pay inflation and conflicts .
Say-on-Pay & Shareholder Feedback
- Historical support: At least 92% support in Say-on-Pay votes since the merger; reflects positive investor sentiment on pay practices overseen by the Board and Compensation Committee .
- Engagement: Management and Board maintain active shareholder engagement with majority of institutional shares and integrated governance dialogue across IR, GC, HR/Total Rewards .
Employment & Contracts (Directors)
- Meeting fees: Not paid .
- Change-in-control: Deferred director units pay out in cash equal to units × FMV at change-in-control, subject to tax law constraints; otherwise standard vesting terms apply .
- Clawbacks: Executive clawback policy overseen by Compensation Committee; not applicable to standard director equity retainers .
Performance & Track Record
- Board-level outcomes: 2024 financial performance met/exceeded incentive metrics for executives (revenue, EBIT, FCF, margins), contributing to robust governance narrative; Board attendance 100% underscores engagement quality .
Other Director Policies
- Stock ownership: Minimum 5x annual cash retainer; compliance due within five years .
- Hedging/short sales/derivatives/pledging: Prohibited for directors and executive officers .
- Overboarding limits: No more than three other public boards (one for public company executives); Audit Committee outside service limits enforced .
Summary Implications for Investors
- Strong independent oversight via Millard’s LID role with defined authorities and committee memberships supports governance robustness and alignment with shareholder interests .
- No material conflicts or red flags disclosed; near-term retirement age suggests succession planning consideration for LID role, but Board refresh policies appear active and enforced .
- Ownership and deferred units demonstrate alignment; director compensation structure is standard, with equity components fostering long-term orientation .