Bernard Harris Jr.
Director at RTX
Board
About Bernard A. Harris, Jr.
Independent director at RTX; age 68; director since 2021. Harris is CEO & Managing Partner of Vesalius Ventures and a former NASA astronaut and flight surgeon, with prior C‑suite and senior roles in healthcare, education, and space technology companies. His highlighted skills include technology/cybersecurity, experience in industry, and ESG, aligning with RTX’s oversight needs in defense, product risk, and AI/cybersecurity domains .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NASA | Astronaut | 1991–1996 | Brought direct aerospace operations and mission experience . |
| NASA – Johnson Space Center | Clinical Scientist & Flight Surgeon | 1987–1990 | Medical/operational oversight in human spaceflight context . |
| SPACEHAB Inc. | VP, Chief Medical Officer & Scientist | 1996–2001 | Technology, safety, and commercialization in space operations . |
| Space Media Inc. | Vice President, Business Development | 1999–2001 | Business development in space-related media/technology . |
| National Math and Science Initiative (NMSI) | Chief Executive Officer | 2018–2022 | Led national STEM education nonprofit; strategy and execution . |
| National Math and Science Initiative (NMSI) | Executive Director | Aug 2022–Mar 2023 | Continued leadership/transition role . |
| Vesalius Ventures, Inc. | Chief Executive Officer & Managing Partner | Since 1998 | Venture capital leadership; tech innovation and strategic planning . |
External Roles
| Organization | Role | Since/Through | Notes |
|---|---|---|---|
| U.S. Physical Therapy | Director | Since 2005 | Public company directorship . |
| Solventum Corporation | Director | Since 2024 | Public company directorship . |
| MassMutual | Director | Current | Non-public company board . |
| Sterling Bancshares Inc. | Director | 2006–2011 | Former public company board . |
| Astronaut Scholarship Foundation | Director | Current | Non-profit board service . |
| Texas Medical Center | Director | Current | Non-profit/healthcare ecosystem governance . |
| The Harris Foundation | Founder | Current | Philanthropy and STEM advocacy . |
Board Governance
| Item | Details |
|---|---|
| Independence | Independent director (Board determined all non-employee nominees are independent under NYSE and RTX policy) . |
| Years of Service | Director since 2021 . |
| Committees | Audit Committee (member); Special Activities Committee (member) . |
| Committee Chairs | Not a chair (Audit chaired by Leanne G. Caret; Special Activities chaired by James A. Winnefeld, Jr.) . |
| 2024 Committee Meetings | Audit: 8; Special Activities: 4 . |
| Board/Committee Attendance (2024) | 96% overall attendance at 10 Board meetings; 98% overall attendance at Board and Committee meetings; 100% director attendance at 2024 Annual Meeting (company-level metrics) . |
| Executive Sessions & Independence Practices | Independent committees (Audit, HCC, Governance); independent directors meet regularly without management . |
| Governance Focus Areas | Governance Committee oversight expanded to include product quality and AI; Special Activities Committee oversees classified business and products’ cybersecurity exposure . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $130,000 | Base cash portion of retainer for non-employee directors in May 2024–May 2025 cycle . |
| Stock Award (DSUs) | $195,000 | Annual retainer equity portion; grant-date fair value . |
| All Other Compensation | $19,425 | Includes incidental benefits and matching charitable gifts; company matched $17,500 of Harris’s gifts in 2024 . |
| Total | $344,425 | Sum of 2024 director compensation . |
| Special Meeting Fees | $0 | $3,000 only for special in-person meetings; 2024 special meetings were telephonic, so no fees . |
| 2025 Retainer Change | N/A | Base retainer for all directors increased to $345,000 effective May 1, 2025 (policy change) . |
Performance Compensation
| Element | Grant/Metric | Detail |
|---|---|---|
| Annual Equity Vehicle | DSUs | Non-employee directors receive DSUs; annual grant on the date of Annual Meeting (May 2, 2024 for 2024 awards) . |
| Grant Valuation | Closing Price Method | Units credited by dividing award value by NYSE closing price on grant date (May 2, 2024) . |
| Vesting/Distribution | Deferred until Board retirement | DSUs restricted from distribution while serving; distributed upon retirement (choice of lump sum or 10/15-year installments) . |
| Dividend Treatment | Dividend equivalents in DSUs | Additional DSUs credited when RTX pays dividends . |
| Performance Metrics | None disclosed for directors | Director equity is retainer-based DSUs; no performance-vesting metrics disclosed for non-employee directors . |
Other Directorships & Interlocks
| Company | Relationship to RTX | Notes on Potential Conflicts |
|---|---|---|
| U.S. Physical Therapy | Unrelated in proxy disclosure | No related-person transactions involving Harris disclosed . |
| Solventum Corporation | Unrelated in proxy disclosure | No related-person transactions involving Harris disclosed . |
| MassMutual (non-public) | Unrelated in proxy disclosure | No related-person transactions involving Harris disclosed . |
Related-person transactions: RTX discloses review/approval process and lists 2024 related-person transactions involving certain executives and family members; none involve Harris .
Pledging/hedging: Prohibited for directors and officers .
Expertise & Qualifications
- Technology/cybersecurity, aerospace industry experience, and ESG expertise highlighted in nominee skills .
- Executive leadership in venture capital (Vesalius Ventures), space operations/health (SPACEHAB, NASA), and STEM education (NMSI), supporting oversight of innovation, risk, and talent .
- Alignment with Special Activities Committee remit (classified programs, product cybersecurity exposure) and Audit Committee oversight of controls and risk .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| DSUs Convertible to Shares within 60 days | 8,950 | As of Feb 18, 2025 . |
| Total Shares Beneficially Owned | 8,950 | Includes DSUs convertible upon retirement; <1% of outstanding . |
| Ownership Guideline | 5x annual base cash retainer | Non-employee directors must reach within five years; all directors comply or are on track . |
| Hedging/Pledging | Prohibited | No pledging, short sales, or derivative hedging by directors . |
Governance Assessment
- Strengths: Independent director with deep aerospace and technology credentials; active on Audit and Special Activities Committees that oversee core RTX risks (financial reporting, controls, classified business, and product cybersecurity). Director pay is predominantly equity (DSUs) with deferral until retirement, aligning incentives with long-term shareholder value; strong ownership policy (5x cash retainer) and prohibition on hedging/pledging .
- Attendance/Engagement Signals: Company-level attendance metrics in 2024 are high (96% Board; 98% Board and Committee) and 100% director attendance at the 2024 Annual Meeting; individual attendance not separately disclosed in the proxy .
- Conflicts/Red Flags: No related-person transactions or Section 16(a) delinquencies disclosed involving Harris; RTX maintains a formal related-person transaction review policy and confirms independence determinations for nominees .
- Board Effectiveness Context: Governance framework includes independent committees, regular executive sessions, expanded governance remit to product quality and AI, and active shareholder engagement (58% of outstanding shares engaged in 2024), supporting oversight credibility .