Frank C. Miller
GREIFAbout Frank C. Miller
Frank C. Miller, age 51, is an independent director of Greif, Inc. (GEF) since 2023 and serves on the Nominating & Corporate Governance, Compensation, and Stock Repurchase Committees; his core credentials include deep legal, regulatory, healthcare, compliance, corporate governance, M&A, and risk-management expertise developed through senior legal roles and partnership at a major national law firm . The Board has affirmatively determined Miller is independent despite Greif’s immaterial payments to his law firm (Baker & Hostetler LLP, fees < $1,000,000) and disclosed the relationship and rationale under NYSE standards . Board attendance disclosure indicates all incumbent directors met at least 75% attendance in FY2024; the Board held five meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Baker & Hostetler LLP | Partner | Aug 2018–present | Legal, regulatory, governance, risk; perspectives applied to GEF board work |
| Kaiser Permanente | Senior Counsel | Jul 2008–Jul 2018 | Healthcare compliance and regulatory experience |
| Baker & Hostetler LLP | Partner | Prior to Jul 2008 | Corporate governance and fiduciary duties experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| – | No other public company directorships disclosed | – | Proxy biography lists none |
Board Governance
| Attribute | Details |
|---|---|
| Committees | Compensation; Nominating & Corporate Governance; Stock Repurchase (member; not chair) |
| Committee activity (FY2024) | Compensation: 7 meetings; Nominating: 4 meetings; Stock Repurchase: 0 meetings |
| Attendance | All incumbent directors attended ≥75% of Board and committee meetings in FY2024; Board met 5 times |
| Independence | Board determined Miller is independent; Baker & Hostetler fees to GEF were < $1,000,000 and disclosed (immaterial) |
| Board structure | Independent Chair (Bruce A. Edwards) plus eight other independent directors and one management director (CEO) |
Fixed Compensation
| Director | Fiscal Year | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| Frank C. Miller | 2024 | 91,307 | 141,943 | — | 233,250 |
| Outside Director Compensation Arrangement (FY2024) | Amount ($) |
|---|---|
| Board annual retainer – Chairman | 225,000 |
| Board annual retainer – all other outside directors | 100,000 |
| Annual stock award (approximate, fully vested; 3-year transfer restriction) | 142,000 |
| Audit Committee (member retainer / chair retainer) | 10,000 / 20,000 |
| Compensation Committee (member retainer / chair retainer) | 10,000 / 20,000 |
| Nominating Committee (member retainer / chair retainer) | 5,000 / 15,000 |
Notes:
- Director stock awards are granted as restricted Class A shares, fully vested at award, with transfer restrictions for three years and dividend eligibility; meeting fees are not used, and perquisites are minimal (health/wellness and travel reimbursement) .
Performance Compensation
| Feature | Design |
|---|---|
| Director equity type | Restricted shares of Class A Common Stock; fully vested on grant; 3-year transfer restrictions; dividend eligible |
| Performance metrics tied to director compensation | None disclosed for directors; equity is not performance-conditioned |
Other Directorships & Interlocks
| Entity | Relationship | Details | Governance Handling |
|---|---|---|---|
| Baker & Hostetler LLP | Miller is a partner | GEF retained firm for certain legal services in FY2024; fees < $1,000,000 | Board determined independence due to immateriality and full disclosure; related party transactions reviewed per policy (threshold ≥ $5,000; Audit Committee approval) |
Expertise & Qualifications
- Legal, regulatory, compliance, corporate governance, M&A, risk management, fiduciary duties, and strategic planning expertise from senior counsel and law firm partnership roles .
- Healthcare industry experience and customer service orientation from Kaiser Permanente tenure .
Equity Ownership
| Holder | Class | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|---|
| Frank C. Miller | Class A | 4,263 | * (<1%) | Restricted shares outstanding subject to transfer restrictions; fully vested |
Additional ownership notes:
- As of Oct 31, 2024, Miller owned 4,263 restricted Class A shares subject to transfer restrictions (versus 6,732 for most outside directors), consistent with his later appointment timing .
- No pledging noted for Miller in ownership footnotes; pledging by certain other stockholders is disclosed separately (Miller not among them) .
- Director stock ownership guideline: minimum 5× annual retainer in company stock within five years; all outside directors are currently in compliance .
Insider Trades and Compliance
| Item | Status |
|---|---|
| Section 16(a) filings | Company reports all directors/officers complied in FY2024 except two individuals (CFO and another director); no delinquency reported for Miller |
| Hedging/Pledging policy | Hedging prohibited; pledging requires pre-approval under governance practices |
Shareholder Voting Signal (2025 Annual Meeting)
| Nominee | FOR | WITHHELD |
|---|---|---|
| Frank C. Miller | 16,079,990 | 1,222,740 |
| Range among nominees (context) | 16,458,583–17,294,585 FOR | 8,145–844,147 WITHHELD for peers (higher withheld for Miller) |
Governance Assessment
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Strengths:
- Independent director with legal, regulatory, and governance expertise; sits on Compensation and Nominating committees that oversee executive pay design, governance, succession, and ESG oversight .
- Board affirmed independence despite law-firm relationship; related party transactions are reviewed by Audit Committee under a formal policy; fees to Baker & Hostetler were immaterial (<$1,000,000) .
- Ownership alignment via required 5× retainer stock guideline; all outside directors reported as compliant; director equity is fully vested and dividend eligible, with 3-year transfer restrictions .
- Compensation Committee uses an independent consultant (Willis Towers Watson) and evaluates advisor independence; clawback policy compliant with NYSE rules adopted in 2023 .
- Attendance threshold met by all incumbent directors; Board structure features independent Chair separating oversight from CEO role .
-
Potential red flags or watch items:
- Related-party exposure: GEF’s engagement of Baker & Hostetler while Miller is a partner is disclosed; although immaterial and independence is affirmed, this warrants ongoing monitoring for scope/fee changes and Audit Committee controls .
- Shareholder sentiment: Miller’s withheld votes (1,222,740) were elevated relative to several peers in the 2025 director election; investors may scrutinize the law-firm relationship or committee roles—continued engagement and transparent RPT oversight can mitigate confidence risks .
- Director equity is not performance-conditioned; while common for outside directors, lack of performance linkage means alignment relies on ownership guidelines and transfer restrictions rather than explicit metrics .
-
Compensation mix signal (FY2024):
- Cash fees $91,307 vs. stock awards $141,943 indicate a heavier equity component typical for alignment (see table) .