Steve Miller
Director at BTSG
Board
About Steve Miller
Dr. Steve Miller (age 67) has served as an independent director of BrightSpring Health Services since 2024. He is a physician-executive with deep clinical leadership experience across payer, PBM, and hospital operations, and currently serves as Chief Medical Officer at MediBeacon. His education includes an M.D. from the University of Missouri–Kansas City, post-graduate training in pathology/research (UAB), cardiology fellowship (UCSF), internal medicine (University of Colorado), nephrology/transplantation (Washington University in St. Louis), and an MBA from the Olin School of Business at Washington University in St. Louis .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cigna | Chief Clinical Officer; transitioned to expert advisor | 2018–2022; advisor since 2022 | Led clinical policy, quality, performance programs |
| Express Scripts | Chief Medical Officer | 2005–2018 | Oversight of PBM clinical strategy and programs |
| Barnes-Jewish Hospital | Chief Medical Officer | 1999–2005 | Hospital clinical leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| MediBeacon | Chief Medical Officer | Current | Medical technology; fluorescent tracer agents and transdermal measurement |
| Cigna | Expert Advisor | Since 2022 | Advisory role post-Chief Clinical Officer |
Board Governance
- Board classification: Class II director; term expires at the 2026 Annual Meeting .
- Independence: Board determined Dr. Miller is independent under Nasdaq rules; also independent for Audit Committee and qualifies under Exchange Act Section 10A(m)(3) .
- Committee assignments (2024):
- Audit Committee: Member; 5 meetings; Board reports all directors attended at least 75% of meetings during their service .
- Quality & Compliance and Governance Committee: Chair; 4 meetings; ≥75% attendance; charter oversight of non-financial risk and compliance .
- Audit Committee financial expert: Board determined Dr. Miller qualifies as an “audit committee financial expert” (Item 407(d)(5)) .
- Board leadership: Combined CEO/Chair; independent directors have not elected a Lead Director .
- Executive sessions: Non-management sessions regularly; independent directors meet privately at least annually .
- Controlled company: KKR-affiliated holders control ~54% of voting power; company relies on Nasdaq “controlled company” exemptions, including for nominations and committee composition .
| Committee | Role | 2024 Meetings Held | Attendance Rate | Notes |
|---|---|---|---|---|
| Audit | Member | 5 | ≥75% | Financial expert designation |
| Quality & Compliance and Governance | Chair | 4 | ≥75% | Oversees internal controls and regulatory compliance (non-financial) |
Fixed Compensation
| Component | Amount (FY2024) | Notes |
|---|---|---|
| Annual Retainer (Cash) | None | Directors currently not paid for service; reimbursed reasonable out-of-pocket expenses |
| Committee Membership Fees | None | No cash fees disclosed for committee service |
| Committee Chair Fees | None | No chair fees disclosed |
| Meeting Fees | None | No meeting fees disclosed |
| Equity Compensation (Director) | None | No stock awards/options currently for directors |
Performance Compensation
- No performance-based compensation for non-employee directors disclosed; company anticipates reviewing director compensation post-IPO .
Other Directorships & Interlocks
| Company | Role | Committees | Tenure |
|---|---|---|---|
| None disclosed in proxy | — | — | — |
- Compensation Committee interlocks: None reported among current members (M. Lin, O. Kirtley, T. Wicks); Steve Miller is not a member of the Compensation Committee .
Expertise & Qualifications
- Clinical leadership across payer/PBM/hospital settings; CCO at Cigna and CMO at Express Scripts and Barnes-Jewish Hospital .
- Recognized as Audit Committee financial expert; strengthens financial oversight in healthcare contexts .
- Technical medical training spanning pathology, cardiology, internal medicine, nephrology/transplantation .
- MBA training provides financial/operational acumen for governance roles .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Vested vs. Unvested | Options | Pledged/Hedging |
|---|---|---|---|---|---|
| Steve Miller | 15,653 | <1% | Not disclosed | Not disclosed | Hedging, shorting, and derivative transactions prohibited by insider trading policy |
Insider Trades
| Form | Status | Notes |
|---|---|---|
| Form 3 | Late filing upon appointment | Administrative error; company reports compliance otherwise for 2024 |
Governance Assessment
- Strengths:
- Independent director with significant clinical and operational expertise relevant to BTSG’s healthcare services and pharmacy operations .
- Serves as Chair of Quality & Compliance and Governance Committee; direct role in overseeing risk management and regulatory compliance (non-financial) .
- Audit Committee member and designated financial expert enhances board oversight of financial reporting controls .
- Insider trading policy bans hedging/shorting and derivative instruments, aligning director conduct with shareholder interests .
- Red Flags and Watch Items:
- Controlled company status with KKR-related designees; exemptions used for independence majority, compensation committee composition, and nominations process may constrain board independence over time .
- Combined CEO/Chair and no Lead Independent Director at present; potential oversight and counterbalance limitations .
- No director compensation program currently (cash/equity); may affect recruitment/retention and long-term ownership alignment until program established post-IPO .
- Late Section 16 Form 3 for Dr. Miller (administrative error); minor compliance lapse but noteworthy for process controls .
- Significant related-party transactions with KKR affiliates and Walgreens (monitoring agreement termination fees, underwriting/arranger fees, distribution arrangements), requiring robust independence and committee oversight to mitigate conflicts .
Implications for investors: Dr. Miller’s clinical/financial oversight credentials and committee leadership are positives for board effectiveness. However, BTSG’s controlled-company structure, leadership configuration, and current absence of a director compensation/ownership program warrant ongoing monitoring of independence, conflict management, and board alignment. Ensuring rigorous Audit and Quality & Compliance oversight—as areas where Dr. Miller is active—remains critical to investor confidence .