Board Director - Independent Contractor

Rincon Research Corporation (RRC) is a vibrant employee-owned organization that conceives, analyzes, designs, implements, and tests solutions for some of the most intriguing Government projects. As a small business headquartered in Tucson, Arizona, we have a history marked by steady growth in both revenue and customers. Our primary business is innovating, developing, and fielding digital signal processing (DSP) products and software solutions for the United States Defense and Intelligence Communities.

RRC seeks a board director to collaborate effectively with other board directors, leverage their expertise to help define our future, develop strategic goals, and enhance our corporate growth. This independent Director position requires an individual with strong business acumen, fiduciary mindset, and understanding of employee ownership structures to help guide our company's strategic direction, while protecting the interests of our employee-owners.

This role is an Independent Contractor.

Key Responsibilities

Fiduciary Oversight

• 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

Strategic Governance

• 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

ESOP-Specific Duties

• Ensure proper communication with employee-owners regarding company performance
• Monitor ESOP plan administration and participant benefits
• Evaluate potential transactions affecting employee ownership

Risk Management and Compliance

• 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

Board Operations

• 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

Required Qualifications

Experience

• 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

Knowledge and Skills

• 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

Personal Attributes

• 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

Independence Requirements

This position requires independence from company management and operations, including:

• 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

Preferred Qualifications

• 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

Position Details

• Location: the role can be executed from any US location, though travel to RRC sites will be required
• Position type: consultant, with quarterly payments and reimbursement for expenses

Application Process

Interested candidates should submit:

• Current resume highlighting relevant board and executive experience
• Cover letter addressing ESOP experience and interest in employee ownership
• Professional references from previous board service or senior executive roles