Board Director - Independent Contractor

Rincon Research Corp•Chantilly, VA

2d•Remote

About The Position

Rincon Research Corporation (RRC) is an employee-owned organization focused on developing digital signal processing (DSP) products and software solutions for the United States Defense and Intelligence Communities. RRC is seeking an independent Board Director to collaborate with existing directors, leverage expertise to define the company's future, develop strategic goals, and enhance corporate growth. This role requires strong business acumen, a fiduciary mindset, and an understanding of employee ownership structures to guide strategic direction and protect employee-owner interests. This is an Independent Contractor position.

Requirements

Minimum 10 years of senior executive experience in relevant industry or function.
CEO experience or Board service involving leading a defense company through a period of meaningful growth.
Background in finance, operations, strategy, or relevant industry expertise.
Top Secret Clearable—undergo a background check that covers your personal, financial, criminal, and employment history; US citizenship required.
Strong understanding of corporate governance principles.
Financial literacy and ability to read and interpret financial statements.
Knowledge of fiduciary responsibilities under ERISA.
Strategic thinking and problem-solving capabilities.
Experience with IC and DoD organizations and acquisition.
Unquestioned integrity and ethical standards.
Independent thinking and willingness to challenge management when appropriate.
Collaborative working style with ability to build consensus.
Strong communication and interpersonal skills.
Commitment to employee ownership philosophy.
No current or former employment relationship with the company.
No significant business relationships or transactions with the company.
No family relationships with any employee or shareholder (current or former).
Ability to exercise independent judgment on all board matters.

Nice To Haves

Previous service on a corporate board of directors.
Experience with ESOP companies, employee ownership, or employee benefit plans.
CPA, MBA, JD, or other relevant professional credentials.
Experience in defense contracting sector.
Knowledge of employee benefits and retirement plan administration.
Experience with private company governance and stakeholder management.

Responsibilities

Serve as a fiduciary to both the company and the ESOP trust participants.
Ensure board decisions balance operational excellence with long-term employee-owner interests.
Oversee compliance with ERISA requirements and ESOP regulations.
Appoint the CEO and other officers of the company as needed.
Evaluate the effectiveness of the CEO.
Participate in strategic planning and major business decisions.
Provide independent oversight of management performance.
Review and approve annual budgets, capital expenditures, and major transactions.
Guide succession planning for key leadership positions.
Ensure proper communication with employee-owners regarding company performance.
Monitor ESOP plan administration and participant benefits.
Evaluate potential transactions affecting employee ownership.
Assess and provide oversight of enterprise risk management framework.
Ensure adequate internal controls and audit processes.
Review compliance with debt covenants and banking relationships.
Monitor legal and regulatory compliance across all business areas.
Attend regular board meetings (typically 10 per year) and special meetings as needed; some will require travel.
Serve on board committees as assigned.
Review board materials in advance, and come prepared for productive discussions.
Participate in annual board and director evaluations.