Randall Miles
eXp World HoldingsAbout Randall Miles
Independent director and Vice-Chair of the Board at eXp World Holdings (EXPI). Age 68; director since 2016. Background spans senior leadership in global financial services, fintech, specialty finance, and investment banking; designated Audit Committee financial expert. Education: BBA, University of Washington; FINRA Series 7, 24, 63, 79 licenses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LIONMTS | Chairman & CEO; E&Y Entrepreneur of the Year nominee | Not disclosed | Leadership in fintech/specialty finance; strategic growth |
| Syngence Corporation | CEO | Not disclosed | Operating leadership in software/fintech |
| AtlasBanc Holdings Corp. | COO | Not disclosed | Operational oversight in financial services |
| Advantage Funding / NAFCO Holdings | CEO | Not disclosed | Specialty finance leadership |
| Tigress Financial Partners | Head of Investment Banking | Not disclosed | IB leadership advising financial services clients |
| Riparian Partners (division of Oppenheimer & Co.) | Managing Director | Not disclosed | Strategic/capital structure advisory |
| Cantor Fitzgerald & Co. | Senior Managing Director; Head of FIG; COO, Investment Banking | Not disclosed | FIG leadership; IB operations |
| Oppenheimer & Co.; D.A. Davidson; First Boston (Credit Suisse); Meridian Capital; Greenwich Capital Markets | Senior roles in investment banking | Not disclosed | Bulge bracket, regional and boutique IB experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| RESAAS Services Inc. | Independent Director | Not disclosed | Board service at real estate-tech platform |
| Kuity, Corp. | Chairman | Not disclosed | Board leadership |
| Arthur H. Thomas Company | Vice Chairman | Not disclosed | Board leadership |
| Make-A-Wish Foundation | Non-profit leadership roles | Not disclosed | Community leadership |
Board Governance
- Independence: Board majority independent; Miles is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Corporate Governance committees are independent per Nasdaq/SEC; Audit members meet Rule 10A-3(b)(1) criteria .
- Committee assignments: Audit Committee Chair and designated financial expert; Member of Compensation and Nominating & Corporate Governance Committees; Vice-Chair of the Board .
- Meetings and attendance (FY2024): Board met 4 times; Audit 5, Compensation 6, Nominating & Corporate Governance 6, Sustainability 4. All incumbent directors attended ≥75% of aggregate Board/committee meetings; all attended the 2024 Annual Meeting .
- Risk oversight: Committees oversee financial reporting/internal controls (Audit), governance/succession/ERM (Nominating & Corporate Governance), executive/director pay risk (Compensation), sustainability/ESG (Sustainability) .
- Compensation Committee Interlocks: Current members (Miles, Cahir, Reichheld) did not serve as officers; company ceased “controlled company” status July 31, 2023; Sanford was on Compensation Committee under phase-in exemption until May 21, 2024 .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $200,000 | Independent director policy, paid monthly |
| Vice-Chair fee | $50,000 | Paid monthly |
| Audit Committee Chair fee | $25,000 | Paid monthly |
| Cash total (reported) | $374,728 | FY2024 director fees earned/paid timing per SEC rules |
Policy context: Independent directors receive standardized cash retainers; additional cash for leadership roles (Audit Chair $50k; Comp Chair $25k; Nominating Chair $25k; Sustainability Chair $25k; Vice-Chair $25k per policy, but Miles’ Vice-Chair compensation reflected $50k in 2024) .
Performance Compensation (Director)
| Equity Award | Grant Date | Grant-Type | Grant-Date Fair Value (USD) | Vesting | Shares/Options Outstanding (as of 12/31/2024) |
|---|---|---|---|---|---|
| Annual option grant | July 31, 2024 | Stock option | $99,728 | Monthly, equal installments over 3 years; continued service | 86,856 options outstanding; no unvested stock awards |
- Director equity policy: Initial option ≈$300,000 fair value at first election, vesting monthly over 3 years; starting 4th year, annual option grants ≈$100,000, vesting monthly over 3 years; time-based vesting; no RSUs typical for independent directors .
- Repricing/hedging: No option repricing without shareholder approval; anti-hedging/anti-pledging policy applies to directors .
- Performance metrics tied to director equity: None disclosed; grants are time-based (no formulaic performance conditions) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict |
|---|---|---|
| RESAAS Services Inc. | Independent Director | No related-party transactions above $120k disclosed in 2024 |
| Kuity, Corp. | Chairman | No related-party transactions above $120k disclosed in 2024 |
| Arthur H. Thomas Company | Vice Chairman | No related-party transactions above $120k disclosed in 2024 |
- Related-party transactions policy: Audit Committee reviews; no transactions >$120,000 involving directors/officers/5% holders reported for 2024 or to date .
Expertise & Qualifications
- Designated “financial expert” on Audit Committee; extensive IB/FIG leadership and treasury/finance oversight .
- Technical credentials: FINRA Series 7, 24, 63, 79; broad transaction/advisory experience across bulge bracket, regional, boutique firms; fintech and specialty finance operating roles .
- Education: BBA, University of Washington .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 620,463 shares; includes 547,190 common shares + options to acquire 73,273 shares within 60 days of Jan 31, 2025; <1% of class |
| Options outstanding | 86,856 shares covered by options (as of Dec 31, 2024) |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy |
| Ownership guidelines | Not disclosed for directors in proxy |
Insider Trades
| Disclosure | Note |
|---|---|
| Section 16(a) compliance (FY2024) | Company reports all Reporting Persons complied, except late Form 4s by Glenn Sanford and Penny Sanford; no issues noted for Randall Miles |
Governance Assessment
- Strengths: Independent director and Vice-Chair; chairs Audit (financial expert), signaling strong finance and controls oversight. Active on Compensation and Nominating & Corporate Governance, with robust committee cadence (Audit 5; Comp 6; Nominating 6 meetings in 2024). Attendance above 75% and participation at Annual Meeting supports engagement .
- Alignment: Cash/equity mix consistent with independent director policy; annual options with multi-year vesting support long-term alignment; meaningful personal share ownership (547,190 shares) plus options; anti-hedging/anti-pledging policy reduces misalignment risks .
- Potential Risks/RED FLAGS:
- Historical controlled-company status (until July 31, 2023) and CEO Glenn Sanford’s prior membership on the Compensation Committee under phase-in exemption until May 21, 2024; current committee composition is fully independent, but investors should monitor compensation governance continuity .
- Concentrated voting power: Glenn Sanford (27.19%) and Penny Sanford (17.35%) agreed to vote shares together, giving substantial influence over director elections and other matters, which can temper board independence in practice .
- Conflicts/Related Parties: No related-party transactions involving Miles disclosed for 2024; Section 16 compliance shows no reporting issues for Miles; anti-pledging/hedging policies in place .
- Shareholder signals: Say-on-Pay support ~95% in 2024 indicates broad shareholder confidence in compensation governance; Audit Committee’s oversight of Deloitte engagement and fee transparency further supports governance quality .
Overall, Randall Miles’ finance/IB background and role as Audit Chair and financial expert enhance board effectiveness on controls and disclosure. Key monitoring areas for investors include compensation governance post-controlled-company phase-out and the Sanford voting bloc’s practical influence on board decisions .