Douglas Miller
Lead Independent Director at APLD
Board
About Douglas Miller
Douglas Miller (age 67) is an independent director of Applied Digital (APLD) serving since April 2021; he is the Board’s Lead Independent Director and Chair of the Audit Committee, and serves on the Compensation Committee . He is a certified public accountant (inactive) with extensive finance and audit leadership experience, including CFO roles and audit partner tenure, and holds a B.S.C. in Accounting from Santa Clara University . As Lead Independent Director, he convenes executive sessions, serves as liaison to independent directors, and is available for shareholder consultation as directed by the Board . The Board has affirmatively determined he is independent under Nasdaq and SEC rules; he is designated an “audit committee financial expert” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telenav, Inc. | SVP, CFO & Treasurer | 2006–2012 | Senior finance leadership at a wireless application developer |
| Longboard, Inc. | VP & CFO | 2005–2006 | CFO of telecom software provider |
| Synplicity, Inc. | Various roles incl. SVP Finance & CFO | 1998–2005 | Public EDA company finance leadership |
| 3DLabs, Inc. | Chief Financial Officer | Not disclosed | Public graphics semiconductor CFO |
| Ernst & Young LLP | Audit Partner | Not disclosed | Professional services audit leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telenav, Inc. (NASDAQ: TNAV) | Director | Jul 2015–Feb 2021 | Chaired Audit Committee; served as Lead Independent Director and on Compensation, Nominating & Governance, and Special committees |
| CareDx, Inc. (NASDAQ: CDNA) | Director | Jul 2016–May 2017 | Chaired Audit Committee |
| Procera Networks, Inc. (NASDAQ: PKT) | Director | May 2013–Jun 2015 | Chaired Audit Committee |
Board Governance
- Independence: The Board determined Miller is independent under Nasdaq Listing Rules and SEC standards .
- Roles: Lead Independent Director; Audit Committee Chair; Compensation Committee member; audit committee financial expert; financially literate .
- Meeting cadence and attendance: Board met 23 times in FY2025; each director attended at least 75% of Board and assigned committee meetings; all directors attended the 2024 annual meeting .
- Committee activity: Audit Committee met 17 times in FY2025; Compensation Committee met 13 times in FY2025 .
- Lead Independent Director responsibilities: Chairs Board meetings in Chair’s absence, convenes executive sessions, liaison between Chair and independents, available for major stockholder communication as directed .
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 77,083 | 92,500 |
| Stock Awards ($) | 329,148 | 240,004 |
| Total ($) | 406,231 | 332,504 |
| Annual Cash Retainers (Non‑Employee Directors) | Amount ($) |
|---|---|
| Base retainer | 40,000 |
| Audit Committee Chair | 20,000 |
| Audit Committee Member | 10,000 |
| Compensation Committee Chair | 15,000 |
| Compensation Committee Member | 7,500 |
| Nominating & Corporate Governance Committee Chair | 12,000 |
| Nominating & Corporate Governance Committee Member | 6,000 |
| Lead Independent Director | 25,000 |
Directors do not receive meeting fees; customary expense reimbursement only .
Performance Compensation
| Grant Date | Shares Granted | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| Nov 9, 2023 | 33,685 | 160,000 | Vests Nov 9, 2024 | Annual restricted stock grant for directors |
| Dec 27, 2024 | 28,606 | 240,000 | Vests Nov 20, 2025 | Annual restricted stock grant for directors |
Non‑employee director equity is time‑based (restricted stock/RSUs); no director performance metrics disclosed (e.g., revenue/EBITDA/TSR) in director compensation .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond APLD .
- Network/conflict indicators:
- “Software license fees” paid to a company whose chairman is also a member of APLD’s Board ($0.3M in FY2025; $0.2M in FY2024) — potential related‑party exposure requiring rigorous audit oversight .
- Consulting fees paid to “a member of the Board” ($43,000 in FY2024; $0 in FY2025) — potential conflict risk; director not named .
- Audit Committee charter requires review/approval of all related‑party transactions since April 2024 .
Expertise & Qualifications
- CPA (inactive); B.S.C. in Accounting (Santa Clara University) .
- Designated “audit committee financial expert”; deep public company audit and financial oversight experience .
- Prior CFO and audit partner roles spanning software, semiconductors, and professional services, plus multiple prior public board audit chair roles .
Equity Ownership
| Metric | As of FY2024 | As of FY2025 |
|---|---|---|
| Unvested director equity (shares) | 33,685 restricted stock (as of May 31, 2024) | 28,606 RSUs (as of May 31, 2025) |
| Beneficial Ownership (Sept 8, 2025) | Shares | % of Common Stock |
|---|---|---|
| Douglas Miller | 211,112 | <1% (“*” denotes less than 1%) |
Policies:
- Anti‑hedging/pledging: Company prohibits hedging/monetization transactions; no pledging permitted under insider trading policy .
Governance Assessment
- Strengths:
- Independence and role clarity: Lead Independent Director with explicit responsibilities; independent under Nasdaq/SEC standards .
- Audit oversight: Audit Chair and financial expert; high committee activity (17 meetings FY2025); direct responsibility for auditor independence, internal controls, risk (incl. cybersecurity), compliance, and related‑party review .
- Engagement: Board met 23 times in FY2025; directors met attendance thresholds; all directors attended 2024 annual meeting .
- Alignment: Director equity grants are annual and time‑based; Miller’s beneficial ownership aligns interests while remaining below control thresholds .
- Watch‑items / RED FLAGS:
- Related‑party transactions involving unnamed directors (software license fees; consulting payments) present potential conflicts; requires continued robust Audit Committee scrutiny and transparent disclosure .
- Historic financing relationships connected to B. Riley ecosystem and CEO affiliations increase perceived conflict sensitivity; audit committee’s chartered oversight is critical .
- Compensation structure changes:
- Year‑over‑year shift: Miller’s cash fees increased (FY2024: $77,083 → FY2025: $92,500) while stock award value decreased (FY2024: $329,148 → FY2025: $240,004), reflecting a higher cash proportion; equity grant value increased at the policy level vs 2023 cycle (from $160,000 to $240,000) and share counts adjusted accordingly .
- Policy safeguards:
- Anti‑hedging/pledging policy reduces misalignment risk; related‑party review mandated under Audit Committee charter (April 2024) .