Deborah Lee James
TEXTRONAbout Deborah Lee James
Deborah Lee James, age 66, has served on Textron’s Board since 2017 and is the Chair of the Organization & Compensation (O&C) Committee. She is the retired 23rd Secretary of the U.S. Air Force (Dec 2013–Jan 2017) and previously held senior executive roles at SAIC, with earlier government service on the House Armed Services Committee and as DoD Assistant Secretary of Defense for Reserve Affairs . The Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Secretary of the Air Force | 2013-12 to 2017-01 | Led USAF; national security and procurement expertise |
| SAIC (Science Applications International Corp.) | Sector President, Technical & Engineering, Government Solutions Group | ~12-year tenure (prior to USAF) | Defense, cybersecurity, logistics; executive leadership |
| U.S. Department of Defense | Assistant Secretary of Defense for Reserve Affairs | Prior to SAIC | Reserve force policy and management |
| U.S. House of Representatives | Professional Staff Member, House Armed Services Committee | Prior to DoD role | Congressional oversight on defense |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Unisys Corporation | Director | Since 2017 | Current public company board |
| Aerojet Rocketdyne Holdings, Inc. | Director | 2022-06 to 2023-07 | Former public company board |
| The Atlantic Council | Director | Ongoing | Textron Charitable Trust $50,000 annual donation; Board determined independence not compromised |
Board Governance
- Independence: The Board determined James is independent; Board reviewed relationships (including Atlantic Council donation) and found no impairment .
- Committee assignments: Chair, Organization & Compensation Committee (O&C); O&C met 6 times in 2024 . Audit Committee met 8 times; Nominating & Corporate Governance (N&CG) met 3 times .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; all standing for re-election attended the Annual Meeting .
- Lead Independent Director: R. Kerry Clark serves as Lead Director, with defined duties and executive session leadership .
- Executive sessions: Independent directors met in executive session at each of the Board’s six regularly scheduled meetings in 2024 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $130,000 | Non-employee director base retainer |
| Committee chair fee (O&C) | $25,000 | O&C chair additional retainer |
| Committee member fees | $0 | Audit members receive $15,000; O&C members do not; James is O&C Chair |
| RSU annual grant (2024) | $165,000 | Granted at 2024 Annual Meeting; vests in one year; may be deferred until separation |
| Total 2024 fees earned in cash | $155,000 | Cash retainer + chair fee |
| 2024 Stock awards (grant-date fair value) | $165,000 | RSUs |
| All other compensation (matching gifts) | $7,500 | Matching charitable contributions |
| 2024 Total | $327,500 | Sum of components |
| RSU grant value (2025 change) | $185,000 | RSU value increased for 2025 grants |
Performance Compensation
| Instrument | Grant Date | Value | Vesting | Settlement | Notes |
|---|---|---|---|---|---|
| Director RSUs | 2024 Annual Meeting | $165,000 | 1-year cliff vest | Stock; optional deferral until board separation | No performance metrics for director awards |
Textron’s director compensation program uses time-vested RSUs; directors do not receive options or performance share units. No director meeting fees; additional retainers apply to Audit members and committee chairs .
Other Directorships & Interlocks
| Company/Org | Relationship to Textron | Potential Interlock/Conflict | Board Assessment |
|---|---|---|---|
| Unisys Corporation | None disclosed | None disclosed | N/A |
| Aerojet Rocketdyne Holdings, Inc. | Aerospace & defense industry | Former role; no current transaction disclosed | N/A |
| Atlantic Council (non-profit) | Textron Charitable Trust donation $50,000 annually since 2011 | Soft link via donation to org where James is director | Board determined independence preserved |
Expertise & Qualifications
- Deep expertise in national security, U.S. government procurement/logistics, and cybersecurity; demonstrated leadership and management skills .
- Relevant to Textron’s aerospace/defense operations and oversight of human capital and compensation as O&C Chair .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (common stock) | 13,891 shares | As of Jan 2, 2025 |
| Percent of class | <1% | Footnote indicates less than 1% |
| Deferred stock units (DDIP) | 7,452 units (cash-settled post-service) | Excluded from beneficial ownership count |
| Unvested RSUs (not within 60 days) | 1,756 units | Excluded from beneficial ownership calculation |
| Ownership guideline | 8× portion of annual cash retainer | All directors currently meet guideline |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policy |
Governance Assessment
- Board effectiveness: Strong alignment—O&C chaired by a former USAF Secretary with deep procurement and cybersecurity expertise; robust committee activity (O&C: 6 meetings in 2024) .
- Independence and attendance: Independent under NYSE; met attendance expectations; participates in executive sessions consistently .
- Compensation/ownership alignment: Balanced cash/equity mix (2024: $155k cash; $165k RSUs); stringent ownership requirement (8× cash retainer) met; hedging/pledging bans enhance alignment .
- Shareholder signals: 2024 say‑on‑pay approval ~94.1% supports Company’s pay practices overseen by her committee .
- Related-party/conflicts: Atlantic Council donation linked to her directorship reviewed; Board concluded no independence impairment. No other related-party transactions noted for James in 2024 disclosures .
RED FLAGS
- Charitable donation linkage: Textron’s $50,000 annual donation to Atlantic Council where James serves as director—Board reviewed and deemed non-impairing to independence; monitor for escalation or changes in donation magnitude .
Overall: Governance profile supports investor confidence—independence affirmed, material attendance, and committee leadership with relevant expertise; compensation structure and ownership policies emphasize alignment, with no disclosed related‑party transactions involving James .