Jennifer Miller
AmerescoAbout Jennifer Miller
Jennifer L. Miller, age 69, has served on Ameresco’s board since 2015 and is nominated as a Class III director at the 2025 annual meeting; she previously served as Chief Business Sustainability Officer at Sappi North America (2015–2020), and held senior executive roles there from 2002–2015, following an earlier career as general counsel for a gas utility; the board cites her energy utility and sustainability expertise as particularly valuable for Ameresco’s commercial/industrial strategy . The board has determined she is independent under NYSE and SEC rules, and all members of the board’s committees (including Miller) are independent; independence determinations included review of any relevant relationships and found none that would impair independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sappi North America (subsidiary of Sappi Limited) | Chief Business Sustainability Officer | Sep 2015–Apr 2020 | Sustainability leadership at a multinational manufacturer; experience relevant to commercial/industrial energy efficiency initiatives |
| Sappi North America | EVP & Chief Sustainability Officer; EVP – Strategic Marketing; EVP – Publishing | 2002–Aug 2015 | Senior management roles shaping strategy and operations |
| Gas Utility (name not disclosed) | General Counsel | Not disclosed | Direct experience in energy utility sector and regulatory context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards, last five years) | — | — | Proxy biographies list other public boards where applicable; Miller’s biography does not list any, indicating none disclosed for the past five years |
Board Governance
- Class III director; term expired at the 2025 Annual Meeting, nominee for a new three-year term (to 2028 if elected) .
- Committees (as of Apr 10, 2025): Chair, Nominating & Corporate Governance; Member, Compensation .
- Meeting cadence 2024: Board met 7 times; Audit 4, Compensation 1, Nominating & Governance 2 .
- Attendance: Each director attended at least 75% of the aggregate number of board and applicable committee meetings in 2024; all directors attended the 2024 annual meeting .
- Independence: Board determined a majority is independent; Miller is independent (only Sakellaris and Corrsin are non-independent), and all committee members are independent under NYSE and Exchange Act Rules 10A-3/10C-1 .
Fixed Compensation
| Component | Standard Program (effective Jan 1, 2023) | Jennifer Miller – 2024 Actual |
|---|---|---|
| Board cash retainer | $70,000 | Included in fees earned ($88,500 total cash) |
| Compensation Committee member retainer | $6,000 | Included |
| Nominating & Governance Committee chair retainer | $12,500 | Included |
| Lead Independent Director/Committee Chair (Board) retainer | $20,000 (if applicable) | Not applicable to Miller |
| Meeting fees | None disclosed | None disclosed |
| Other benefits/perquisites | Travel reimbursement; indemnification agreements; no retirement benefits or other perquisites for directors | Applicable |
Performance Compensation
| Equity Component | Standard Program | 2024 Actual Value | Vesting & Terms | Performance Metrics |
|---|---|---|---|---|
| RSU annual grant | $135,000 grant-date value (shares determined by 30-day average price pre-AGM) | $169,495 (aggregate fair value of 2024 stock awards) | RSUs vest 100% on the anniversary of grant; vest in full upon change in control | None; time-based vesting only (no revenue/EBITDA/TSR metrics disclosed) |
| Options (legacy awards) | Not part of current standard director grants | 160,000 options held; weighted avg exercise price $10.86 (as of 12/31/2024) | Vesting/exercisability schedule not disclosed in proxy tables | Not applicable |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for past five years |
| Compensation Committee interlocks | None; no member was a current/former Ameresco officer; and no reciprocal committee relationships reported |
Expertise & Qualifications
- Energy utility experience (former general counsel), sustainability leadership at a multinational manufacturer, and understanding of how commercial/industrial enterprises evaluate energy efficiency initiatives; cited as valuable to Ameresco’s commercial/industrial strategy .
- Independent governance roles: Chair of Nominating & Corporate Governance and member of Compensation Committee .
Equity Ownership
| Ownership Item | Value | Notes |
|---|---|---|
| Beneficial ownership (Class A) | 131,225 shares | Less than 1% of Class A and total voting power (based on 34,603,581 Class A and 18,000,000 Class B outstanding as of 3/31/2025) |
| Unvested RSUs (12/31/2024) | 4,886 | Standard director RSUs vest after one year; change-in-control vesting |
| Stock options held (12/31/2024) | 160,000; WAE $10.86 | Exercisability/expiration not detailed in director table |
| Hedging/pledging | Insider trading policy prohibits short sales, margin purchases, and pledging by directors; exceptions to pledging may be granted only for executive officers with demonstrable repayment capacity | |
| Ownership guidelines | Non-employee directors must hold stock equal to 5x annual cash retainer; includes outstanding shares and RSUs (options excluded); compliance measured annually on 90-day average price | |
| Compliance status | As of Jan 1, 2025, each covered individual (including non-employee directors) was in compliance |
Governance Assessment
- Board effectiveness and independence: Miller’s dual role as Chair of Nominating & Governance and member of Compensation reinforces independent oversight over board composition, succession, governance principles, and executive pay; the board and all committees met during 2024, with Audit (4), Nominating & Governance (2), and Compensation (1) meetings supporting formal oversight .
- Alignment: Strong director ownership policy (5x cash retainer) and reported compliance indicate alignment; RSUs are time-based and standard for market practice; legacy option holdings further expose directors to equity upside without disclosed risky features (no repricing or performance-metric manipulation indicated) .
- Conflicts and controls: Independence determinations found no relationships impairing independence; related-person transactions must be pre-approved by the Audit Committee, with annual reviews of any ongoing transactions; insider policy prohibits hedging/pledging and derivatives, reducing misalignment risks .
- Attendance and engagement: All directors met at least the 75% attendance threshold and attended the 2024 annual meeting, signaling baseline engagement; board met seven times in 2024 .
Signals for investors
- Positive: Independent leadership on Nominating & Governance; formal ESG oversight within that committee; robust ownership guidelines with compliance; anti-hedging/pledging policy .
- Watch items: Compensation Committee met only once in 2024; investors may monitor whether meeting cadence scales with executive compensation complexity and growth .
No director perquisites beyond travel reimbursement and indemnification; no retirement benefits for directors .
RED FLAGS
- None specifically disclosed for Miller regarding related-party transactions, pledging, or low attendance; independence affirmed and anti-hedging/pledging policy in place .
- Continue monitoring: Any future related-person transactions (Audit Committee reviews/approvals) and Compensation Committee activity cadence .