John P. Miller

About John P. Miller

Independent director of Capstone Green Energy Holdings, Inc. (CGEH) since February 2024; appointed Interim Chief Financial Officer (principal financial officer) effective November 2, 2025. 40+ years of executive experience across manufacturing, distribution, transportation; former CEO of Power Solutions International and senior finance/operations leader at Navistar. MBA (University of Michigan), BA Economics (DePauw). Company performance context during his board tenure: FY2025 “Pay vs. Performance” table shows value of initial $100 investment at 71.43 and net loss of $7.2m, versus FY2024 value 100.00 and net income of $7.4m; FY2025 AIP metrics for NEOs (Gross Profit, Adjusted EBITDA, CFO) were achieved above maximum levels, indicating strong operational improvement despite negative net income .

Past Roles

External Roles

Fixed Compensation

Director compensation (CGEH fiscal years ended March 31):

• Interim CFO cash compensation: Not yet disclosed as of appointment; company stated it “expects to enter into an arrangement,” but none had been finalized at that time .

Performance Compensation

Director equity awards:

CGEH annual incentive plan (AIP) structure for NEOs (context for performance-pay alignment):

• FY2025 AIP outcomes paid above maximum for all three metrics (company-wide, not specific to Miller) .

Equity Ownership & Alignment

• Stock ownership guidelines: Non‑employee directors must hold stock equal to 4× annual retainer; compliance expected within five years of emergence from Chapter 11 or becoming subject to the guidelines .
• Anti‑hedging and anti‑pledging policies in place; hedging and pledging are prohibited .

Employment Terms

• Interim CFO appointment: Effective November 2, 2025; principal financial officer; compensation arrangement expected but not yet disclosed at appointment .
• Severance/CIC: Company severance and CIC terms are disclosed for CEO and CFO positions generally, but no specific severance or CIC agreement for Miller has been disclosed. The severance plan provides CFO severance of 12 months’ salary and 12 months COBRA reimbursement upon termination without cause; applicability to Miller as Interim CFO has not been disclosed .

Board Governance

• Board service history and committees:
  • Appointed to CGEH Board: February 26, 2024 .
  • Committees as of Dec 16, 2024: Audit Committee member; Governance & Sustainability Committee member; designated to become Audit Committee Chair post‑Feb 2025 annual meeting and to leave Governance & Sustainability .
  • Committees as of July 2, 2025: Audit Committee Chair; Compensation & Human Capital Committee member .
• Board leadership/attendance:
  • FY2025: Each director attended ≥90% of Board and committee meetings; committees comprised exclusively of independent directors; CEO and Chair roles separated .
  • Lead Independent Director: Denise M. Wilson; committee chairs identified (Compensation & Human Capital: Wilson; Governance & Sustainability: Powelson) .
• Dual-role implications: On Nov 2, 2025, Miller (then Audit Committee Chair and independent director) was appointed Interim CFO. Given CGEH’s statement that committees are comprised exclusively of independent directors, serving concurrently as an executive and Audit Chair raises independence/conflict concerns and typically necessitates audit committee reconstitution to maintain independence standards .
• Governance changes Q4 CY2025: Chair Robert Flexon resigned Oct 30, 2025 citing strategic disagreements; Robert Powelson appointed Interim Chairman Oct 31, 2025 .

Director Compensation

• Policy (effective FY2025): Annual cash retainer $75,000; Board Chair +$25,000; committee chair/member retainers (Audit Chair +$17,000; Audit member +$8,000; Comp Chair +$15,000; Comp/Gov members +$6,000; Gov Chair +$10,000); annual RSU grant of $10,000 .
• FY2024 policy transition: New director compensation policy adopted Dec 7, 2023; Miller received 10,000 RSUs at appointment (Feb 26, 2024) .

Performance & Track Record

• Biography highlights: CEO, CFO, and senior operations/finance roles across multiple public and private companies; extensive P&L and strategic execution background .
• Company operating performance signals during his board tenure:
  • FY2025 AIP metrics achieved above maximum for Gross Profit, Adjusted EBITDA, and Operating Cash Flow (company-wide) .
  • “Pay vs. Performance” shows FY2025 value of initial $100 investment at 71.43 and net loss of $7.2m; FY2024 value 100.00 and net income of $7.4m (reflects post‑restructuring trading history) .

Compensation Structure Analysis

• Year-over-year shift (context): CGEH’s program emphasizes performance-based pay with AIP tied to profitability and cash flow and LTIs in RSUs/PRSUs; 2025 PRSUs are three‑year, 50/50 split on Product/Accessories Gross Margin % and Service Gross Margin % with 50/100/150% payouts (company-wide design) .
• Independent consultant: Pearl Meyer engaged; peer group includes American Superconductor, Energy Recovery, CECO Environmental, Vicor, etc. (reviewed annually) .
• Equity plan capacity expanded by 1,000,000 shares in 2025 (subject to shareholder approval at 2025 annual meeting) to support retention and alignment; three‑year average net burn rate 2.19% .

Risk Indicators & Red Flags

• Dual-role independence risk: Interim CFO appointment while serving as Audit Committee Chair/independent director; company policy states committees are independent; reconstitution advisable for compliance .
• Governance turnover: Board Chair resignation over strategic disagreements (Oct 30, 2025); CFO resignation (Nov 1, 2025) immediately preceding Miller’s appointment as Interim CFO .
• Related party (context, not involving Miller): CFO’s son employed by CFGI; Audit Committee remediation steps disclosed .

Equity Ownership & Pledging

• Beneficial ownership minimal (10,000 shares as of Jun 13, 2025; <1%); no non‑voting shares; company prohibits hedging/pledging, reducing alignment risks from leverage/derivatives .

Board Service Snapshot (Committees)

Investment Implications

• Alignment: Minimal personal share ownership to date, but director RSUs and company ownership guidelines (4× retainer within five years) should increase skin‑in‑the‑game; anti‑hedging/pledging strengthen alignment .
• Retention/continuity risk: Governance churn (Chair and CFO departures) and Miller’s interim CFO role create transition risk; lack of disclosed executive compensation terms for Miller adds uncertainty on incentives and retention .
• Governance/controls: Dual-role (executive + director/Audit Chair) challenges independence; Audit Committee reconstitution is a near‑term governance watch‑item. Board/committee attendance and independent composition otherwise strong, and clawback policy in place .
• Performance signals: Company AIP design focuses on profitability and cash generation; FY2025 results above max targets for all AIP metrics support pay‑for‑performance design, but TSR and net income trends underscore ongoing turnaround dynamics post‑restructuring .

Sources: CGEH DEF 14A (Dec 27, 2024) ; CGEH DEF 14A (Jul 2, 2025) ; CGEH 8‑K (Nov 5, 2025) .