Meredith Miller
About Meredith Miller
Meredith Miller, age 69, has served as an independent director since July 2022. She brings deep corporate governance and sustainable investment expertise, including roles as Managing Member of Corporate Governance and Sustainable Strategies LLC (Nov 2021–Dec 2024) and Chief Corporate Governance Officer for the UAW Retiree Medical Benefits Trust (2010–2021). Her public policy background includes senior positions at the U.S. Department of Labor (1993–1999), the Office of the Connecticut State Treasurer (1999–2010), AFL‑CIO (1988–1993), and SEIU research leadership, with board service across multiple investor and ESG organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Corporate Governance & Sustainable Strategies LLC | Managing Member | Nov 2021–Dec 2024 | ESG and asset stewardship advisory |
| UAW Retiree Medical Benefits Trust | Chief Corporate Governance Officer | 2010–2021 | Oversight of governance for $62B AUM, serving 600k participants |
| Office of the Connecticut State Treasurer | Assistant Treasurer for Policy | 1999–2010 | Policy-making for health and pension benefits |
| U.S. Dept. of Labor (PWBA) | Deputy Asst. Secretary; Acting Asst. Secretary | 1993–1999 | Pension and welfare benefits administration |
| AFL‑CIO | Assistant Director | 1988–1993 | Governance and policy initiatives |
| SEIU | Assistant Director of Research | Not disclosed | Research leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Investment Integration Project | Advisory Council Member | Current | Advisory member |
| For the Long Term (nonprofit) | Board Director | Current | Nonprofit governance |
| Washtenaw Community College Foundation | Board Service | Prior | Prior director |
| Global Reporting Initiative (GRI) | Board Service | Prior | Sustainability standards oversight |
| Council of Institutional Investors | Board Service | Prior | Investor governance advocacy |
| Thirty Percent Coalition | Board Service | Prior | Board diversity advocacy |
Board Governance
| Area | Detail |
|---|---|
| Independence | Board determined Ms. Miller was independent under Nasdaq rules for 2024 |
| Committee Assignments (2024) | Chair, Compensation & Human Resources; Member, Nominating & Governance; Enterprise Risk Oversight; Trust |
| Committee Assignments (Post‑2025 Annual Meeting) | Continues as Chair, Compensation & HR; Member, Nominating & Governance; Enterprise Risk Oversight; Trust |
| Committee Meeting Counts (2024) | Compensation (9); Nominating & Governance (7); Enterprise Risk Oversight (4); Trust (4) |
| Board Attendance | Board met 7 times in 2024; each director attended ≥75% of Board and committee meetings served; all directors attended 2024 annual meeting (virtual) |
| Compensation Committee Interlocks | No interlocks or Item 404 related‑party relationships among Compensation Committee members (Finser, Miller, Romasco) for 2024 |
| Designation Source | Workers United Related Parties designated Ms. Miller and four others as nominees pursuant to investor rights agreement |
Fixed Compensation
| Component | Policy / Amount | Notes |
|---|---|---|
| Board Chair Cash Retainer | $150,000 | 2024 policy |
| Lead Independent Director Retainer | $70,000 | 2024 policy |
| Other Director Base Retainer | $50,000 | 2024 policy |
| Audit Committee | $10,000 member; +$15,000 Chair | 2024 policy |
| Comp/ERO/N&G/Credit/Trust Committees | $5,000 member; +$10,000 Chair | 2024 policy |
| Executive Committee | $5,000 member | 2024 policy |
| Payment | Monthly installments | 2024 policy |
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Meredith Miller | 75,833 | 50,003 | — | — | 125,836 |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant‑Date Fair Value | Vesting | Performance Metrics | Notes |
|---|---|---|---|---|---|---|
| RSU (Annual Director Grant) | May 22, 2024 | 1,954 | $50,003 ($25.59/sh) | Vests May 22, 2025 | None (time‑based) | Dividend equivalents accrue; forfeiture upon resignation prior to vest |
| Stock Options | N/A | N/A | N/A | N/A | N/A | No option awards disclosed for Ms. Miller; options outstanding only for Fox, Kelly, Romney Sr. |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Workers United Related Parties | Shareholder/Designator | Designated nominee to AMAL Board | Concentrated influence via investor rights; requires certain committee chairs and composition; Trust Committee chaired by WU designee |
| Public Company Boards | — | — | No current public company directorships disclosed for Ms. Miller in the proxy biography |
Expertise & Qualifications
- Asset stewardship, ESG strategy, and governance leadership across large institutional portfolios (e.g., UAW Trust $62B AUM) .
- Public policy and pension/benefits expertise from senior U.S. Department of Labor and state treasurer roles .
- Ongoing involvement in investor and sustainability standard‑setting and advocacy through advisory boards and nonprofit directorships .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Meredith Miller | 5,393 [includes 1,954 RSUs vesting within 60 days] | <1% | Options: none disclosed; RSUs deemed outstanding for % calc only for holder; 30,687,354 shares outstanding (record date Mar 26, 2025) |
| All Directors & Officers (22) | 396,770.36 | 1.29% | Aggregate ownership |
| Workers United Related Parties | 11,471,913.98 | 37.38% | Registered bank holding company; detailed affiliate positions per Schedule 13G |
| Ownership Policy | Requirement | Qualifying Shares | Retention Requirement |
|---|---|---|---|
| Director Stock Ownership Guidelines | 3× annual cash retainer (includes base and committee chair/member retainers) | Outright, retirement plan, net shares from unvested time‑based RSUs, and net shares from vested but unexercised options; excludes unearned PSUs and transferred shares | Retain 50% of net shares from equity grants until guideline met; measured annually (typically July) |
Governance Assessment
- Committee leadership and engagement: As Chair of the Compensation & Human Resources Committee, Miller oversaw nine meetings in 2024, including executive pay oversight, succession planning, D&I, clawback policy, and employee engagement—indicative of active governance touchpoints . Attendance thresholds were met, with the Board meeting seven times in 2024 and all directors at least 75% attendance .
- Independence and conflicts: The Board determined Miller was independent under Nasdaq rules; Compensation Committee members had no Item 404 related‑party relationships or interlocks in 2024—supporting independence in pay oversight . However, Miller’s nomination by Workers United Related Parties and the investor rights framework (e.g., nomination rights, Trust Committee chair requirement) introduce structural influence risks and potential perception of interlocks, though not disqualifying under Nasdaq independence .
- Compensation mix and alignment: Director pay combines modest cash retainers with time‑based RSUs ($50,003 annual grant; 1,954 units at $25.59; one‑year vest), aligning directors to stock performance without short‑term option timing risks; no option grants for Miller and no director performance‑conditioned equity, which reduces complexity but limits direct pay‑for‑performance sensitivity .
- Ownership alignment: Miller beneficially owns 5,393 shares (<1%), including RSUs vesting within 60 days. While guidelines require 3× cash retainer in holdings with annual measurement and 50% net share retention until compliance, the proxy does not disclose her compliance status—representing a monitoring point for alignment .
- Shareholder signals: Say‑on‑pay approval at 98.5% last year reflects broad investor support for executive compensation governance under Miller’s committee leadership and the independent consultant framework .
- RED FLAGS / Watch items: Concentrated shareholder influence (Workers United 37.38%) with nomination and committee structuring rights is a governance risk factor; deposits with Workers United ($71.4M at 12/31/2024) indicate ongoing related banking relationships—monitored under ordinary‑course terms, but concentration merits continued oversight . No 404 related‑party relationships for Miller in 2024 and no option repricing/gross‑ups disclosed for executives mitigate common red flags .