William Miller II
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout William P. Miller II
Independent director at American Axle & Manufacturing (AAM) since 2005; age 69; designated CFA. Background spans senior investment leadership, risk oversight, compliance, and audit across sovereign wealth, public pensions, and institutional asset management; currently Senior Managing Director – Capital Markets, Investments & Governance at Financial Markets International, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Saudi Arabian Investment Company | Chief Financial Officer; Head of Asset Allocation | CFO: 2019–Sept 2020; Head of Asset Allocation: 2013–2019 | Led asset allocation and finance; deep risk/compliance experience |
| Ohio Public Employees Retirement System | Deputy Chief Investment Officer | 2005–2011 | Oversight of public pension investments and governance |
| Abu Dhabi Investment Authority | Senior Risk Manager | 2003–2005 | Enterprise risk management in sovereign wealth context |
| Commonfund Group | Independent Risk Oversight Officer & Chief Compliance Officer | 1996–2002 | Institutional risk oversight and regulatory compliance |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Financial Markets International, Inc. | Senior Managing Director – Capital Markets, Investments & Governance | Since 2020 | Senior leadership; prior Senior Managing Director & CFO (2011–2013) |
| Chicago Mercantile Exchange | Director | 2003–2017 | Exchange governance and market risk oversight |
| Dubai Mercantile Exchange | Director | 2011–2017 | Commodity exchange governance |
| Ashland University – College of Business & Economics | Business Advisory Council | Ongoing | Advisory capacity |
| Wayne County (Ohio) Humane Society | Board | 2021–2023 | Community board role |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Miller is independent.
- Committees: Audit Committee Chair and member; Technology Committee member; designated Audit Committee financial expert under SEC rules.
- Board leadership and attendance: Board met 9 times in 2024; overall Board and committee attendance was 92%; all directors in office attended the 2024 annual meeting.
- Committee meetings in 2024: Audit (4), Compensation (4), Nominating/Corporate Governance (5), Technology (4), Executive (2).
- Governance practices: Majority vote in uncontested elections, proxy access, regular executive sessions, stock ownership requirements, prohibition on hedging/pledging AAM stock, limitations on other board service.
- Shareholder engagement: Board runs proactive outreach; contacted 25 top holders (~70% of shares); focus on compensation, sustainability, human capital, strategy, and board refreshment.
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Board-approved non-employee director retainer |
| Audit Chair retainer | $25,000 | Committee chair fees; Compensation Chair $20k; other chairs $15k |
| Fees earned (2024 actual) | $135,000 | Retainer plus chair fees, consistent with above |
| All other compensation (2024) | $400 | Primarily tax gross-up on occasional spousal travel reimbursement (policy described) |
| Total 2024 cash and other | $135,400 | Fees + other |
- Director compensation is benchmarked by Meridian to a comparative peer group; program seeks market alignment and shareholder acceptance.
Performance Compensation
| Equity Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Additional Terms |
|---|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | May 2, 2024 | 20,492 RSUs | $150,001 (valued at $7.32/share) | Cliff vest in one year | Payable in stock; directors may elect to defer settlement; accelerates on death/disability/change-in-control |
- No performance-based equity for directors; RSUs are time-based.
- Equity grant value increased from $135,000 to $150,000 in 2024 to align with peer median.
Other Directorships & Interlocks
| Company/Entity | Type | Overlap with AAM’s ecosystem | Potential Interlock/Conflict |
|---|---|---|---|
| Chicago Mercantile Exchange | Exchange (prior) | None disclosed with AAM supply/customer base | None disclosed |
| Dubai Mercantile Exchange | Exchange (prior) | None disclosed | None disclosed |
| Ashland University Advisory Council | Academic advisory | Not applicable | None disclosed |
- Related party transactions: 2024 review disclosed items related to CEO David C. Dauch, none related to Miller.
Expertise & Qualifications
- Financial expertise and audit/accounting oversight; designated Audit Committee financial expert; broad risk management background across institutional portfolios; CFA credential.
- Experience spans international investments, asset allocation, compliance, and technology oversight via Technology Committee membership.
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Beneficial ownership (shares) | March 6, 2025 | 185,086 shares; <1% of outstanding |
| RSUs outstanding (incl. deferred) | December 31, 2024 | 141,983 RSUs |
| Shares outstanding (reference) | March 6, 2025 | 118,333,473 shares |
- Director stock ownership guideline: ≥5x annual cash retainer; unvested and deferred RSUs count; anti-hedging and anti-pledging policies in place.
- Insider trading policy includes blackout periods and pre-clearance for directors; prohibits speculative transactions.
Compensation Mix (2024)
| Component | Amount | Mix |
|---|---|---|
| Cash fees | $135,000 | 47.3% of total |
| Equity (RSUs) | $150,001 | 52.6% of total |
| Other | $400 | 0.1% of total |
| Total | $285,401 | 100.0% |
Governance Assessment
- Strengths: Independent Audit Chair with SEC “financial expert” designation; robust governance safeguards (majority vote, proxy access, executive sessions, anti-hedging/pledging, director ownership guidelines); committee oversight of cybersecurity and risk; active shareholder outreach program. These support investor confidence and board effectiveness.
- Alignment: Director pay tilts slightly toward equity (≈53%), with annual RSUs vesting in one year; ownership includes RSUs and common shares, reinforcing alignment.
- Attendance/engagement: Board met 9 times with 92% overall attendance; committees met regularly; structure includes Lead Independent Director and independent committees.
- Pay and shareholder signals: Company’s 2024 say-on-pay approval was 94%, indicating broad support for compensation governance; while NEO-focused, it reflects Board’s responsiveness.
- Potential risks: Long tenure (director since 2005) can raise refreshment concerns; Board has active refreshment, but length of service should be monitored for independence of judgment over time. (Board refresh noted)
- Conflicts: No related-party transactions disclosed for Miller; anti-conflict policies and Audit Committee review in place.
RED FLAGS: None disclosed specific to Miller (no pledging/hedging permitted; no related-party transactions reported for him; attendance and committee participation appear robust).