Melissa Miller
COMPASS MINERALS INTERNATIONALAbout Melissa Miller
Melissa M. Miller (age 53) is Executive Vice President and Chief Human Resources Officer at Arconic Corporation and has served as an independent director of Compass Minerals International, Inc. (CMP) since 2022. She brings extensive HR, compensation, and diversity & inclusion leadership experience from large, publicly traded industrials and currently chairs CMP’s Nominating/Corporate Governance Committee while serving on the Compensation Committee . The Board affirms her independence under NYSE standards, and independent directors held executive sessions after each Board and committee meeting in fiscal 2024; all directors attended at least 75% of Board and applicable committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arconic Corporation | EVP & Chief Human Resources Officer | 2020–present | Leads enterprise HR strategy, compensation practices, talent, and D&I initiatives . |
| Arconic Inc. (Global Rolled Products) | VP, Human Resources | 2017–2020 | Oversaw HR for global business segment . |
| Arconic Inc. (Transportation & Construction Systems) | VP, Human Resources | 2016–2017 | Led HR for TCS segment . |
| Alcoa (predecessor to Arconic) | Director, Global HR, Building & Construction Systems; multiple progressive HR roles | 2005–2016 | Broad HR leadership across global industrial operations . |
| Marconi (formerly FORE Systems) | HR roles | ~7+ years | HR leadership in technology/communications sector . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Metallus Inc. | Director | Current | Only current public board listed; no interlocks with CMP directors disclosed . |
| Arconic Corporation | EVP & CHRO | 2020–present | Operating executive role; not a CMP-related-party transaction in FY2024 . |
Board Governance
- Committee assignments: Compensation Committee member and Chair of Nominating/Corporate Governance (NCG) Committee .
- Independence: Independent under NYSE rules; Board-level independence determination excludes CEO and Koch-designated directors (Holtzman, Wagnon) .
- Attendance and engagement: Independent directors held executive sessions after each Board and committee meeting in FY2024; each director attended ≥75% of Board/committee meetings; directors attended the March 2024 annual meeting .
- NCG remit: Oversees Board composition/refreshment, corporate governance, annual review of Non-Executive Chair, and reviews/approves related-party transactions .
- Compensation Committee remit: Oversees executive pay, incentive and equity plans, clawback policy application, ownership guidelines, and HCM/DEI policies; all members meet heightened independence standards .
- Governance controls: Term limits (8–12 years for non-employee directors), proxy access, annual evaluations, anti-hedging/anti-pledging .
Fixed Compensation
| Component | Amount ($) | Details |
|---|---|---|
| Annual Board retainer | 85,000 | Paid in equity (directors elected to receive all compensation in equity as of Mar 29, 2023) . |
| NCG Committee Chair fee | 17,500 | Annual chair retainer, paid in equity . |
| Compensation Committee member fee | 10,000 | Annual member retainer, paid in equity . |
| Annual equity grant (RSUs/DSUs) | 120,000 | Granted once per year; vests at next annual meeting (≥50 weeks) or 1-year anniversary; dividend equivalents accrue . |
| Total target annual director comp | 232,500 | Sum of board/committee retainers and annual equity grant (all paid in equity) . |
| FY2024 stock awards recognized (grant-date fair value) | 232,524 | DSUs and RSUs granted in FY2024 to Miller: 7,961 DSUs and 5,685 RSUs . |
Vesting mechanics for director equity: Annual RSU/DSU awards generally vest on the next annual meeting or the one-year anniversary; DSUs accrue dividend equivalents and are distributed upon Board departure or elected date .
Performance Compensation
| Performance-based director awards | Status | Notes |
|---|---|---|
| PSUs/options tied to performance | None disclosed for non-employee directors | Director compensation comprises time-based RSUs or DSUs; no performance metrics are used for director equity . |
Other Directorships & Interlocks
| Company | Role | Committees/Notes |
|---|---|---|
| Metallus Inc. | Director | No CMP-related-party transactions disclosed in FY2024; CMP’s Governance Committee reviews/approves any related-person transactions . |
Expertise & Qualifications
- Comprehensive HR/talent, compensation, and D&I leadership in large-cap industrials; strategic planning and international business experience .
- Skills matrix: Business/Functional Leader; International Business; Strategy/M&A; Risk Management; Sustainability/HCM .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 16,853 (less than 1% of outstanding shares) . |
| Ownership as % of outstanding | <1% (41,465,485 outstanding as of Jan 6, 2025) . |
| FY2024 grants (mix) | 7,961 DSUs; 5,685 RSUs . |
| Stock ownership guidelines | Non-employee directors: 5x annual cash retainer; compliance required within 5 years . |
| Compliance status | All directors/executives met requirements or were within the 5-year window as of Dec 2024 . |
| Hedging/pledging | Prohibited for directors, officers, employees . |
| Shares pledged as collateral | None permitted under policy . |
Governance Assessment
- Strengths: Independent director chairing NCG; alignment via equity-only director compensation; robust governance (proxy access, term limits, clawback, anti-hedging/pledging); independent executive sessions; ownership guidelines with confirmed compliance .
- Engagement signals: Shareholder outreach and responsiveness on compensation metrics; strong say-on-pay approvals (reported as 94.1% in summary; 93.8% in CD&A), showing investor support for compensation governance .
- Conflicts/related-party exposure: Governance Committee oversight of related-party transactions; none required disclosure in FY2024, reducing conflict risk .
- Attendance and effectiveness: Directors met attendance thresholds; independent sessions after each meeting support candid oversight .
RED FLAGS: None disclosed for Miller. CMP policies prohibit hedging/pledging; no related-party transactions in FY2024; Compensation Committee interlocks absent; director compensation structured as equity but is standard and accompanied by ownership guidelines .