Jody Miller
Howmet AerospaceAbout Jody G. Miller
Independent director at Howmet Aerospace (HWM) since 2020; age 67. Former CEO and Co‑Founder of Business Talent Group; legal and public-sector background with White House and Treasury roles, and early legal career at Cravath, Swaine & Moore. Current board roles include chairing HWM’s Cybersecurity Committee; member of Compensation & Benefits Committee; independent status affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Business Talent Group (BTG) | Co‑Founder & CEO; later Co‑CEO | 2007–Jun 2019; Jul 2019–2022 | Built on‑demand executive talent marketplace; strategic planning, human capital expertise |
| Heidrick & Struggles (Heidrick On‑Demand Talent) | Senior Advisor | 2023 | Post‑acquisition advisory to on‑demand talent unit |
| Maveron LLC (VC) | Venture Partner | 2000–2007 | Early-stage investing, governance exposure |
| Americast (Disney JV) | Acting President & COO; other roles | 1995–1999 | Digital video/interactive services operations leadership |
| White House (Clinton Administration) | Special Assistant to the President | 1993–1995 | Government affairs and policy experience |
| U.S. Treasury (White House Fellow) | Fellow | 1990–1992 | Senior technical/legal advisory exposure |
| Cravath, Swaine & Moore | Attorney | Early career | Legal foundation (corporate/transactions) |
External Roles
| Organization | Role | Tenure | Type |
|---|---|---|---|
| LKQ Corporation | Director (public company) | Current | Aftermarket auto parts; public company board |
| Capella Education Company | Director (public company) | 2001–2018 | Education technology; prior public board |
| TRW Inc. | Director (public company) | 2005–2015 | Aerospace/automotive; prior public board |
| Allied Talent Partners | Board Member | Current | Private/other board |
| The Climate Board; Imbellus; Drucker Institute; Peer Health Exchange; National Campaign | Board/Advisory roles | Prior | Non‑profit/venture advisory governance |
Board Governance
- Committee assignments: Chair, Cybersecurity Committee; Member, Compensation & Benefits Committee. All HWM Board committees are fully independent; the Board has determined Ms. Miller is independent; committees and chair roles refreshed in May 2024 to optimize skills mix .
- Attendance and engagement: Board met 6 times in 2024; incumbent directors averaged 98.8% attendance and each met the ≥75% threshold; all directors attended the May 2024 annual meeting. Independent directors meet in executive session at every regular Board meeting, led by the Lead Director .
- Shareholder engagement: Directors (including committee chairs) participate in outreach on ESG and compensation twice yearly; company contacted holders of ~74% of shares, engaging 35–40% in 2024 cycles .
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Cash fees | $135,000 | Includes Board/committee cash retainers; “other committee” chair fees are $15,000; meeting fees of $1,200 apply only for excess special meetings; Lead Director fee (not applicable to Miller) was $35,000 in 2024 |
| Equity (deferred RSUs) | $160,036 | 1,889 RSUs granted May 24, 2024 at $84.72, deferred under Directors Deferred Fee Plan |
| Total | $295,036 | Aggregate 2024 director compensation received |
Policy changes effective January 1, 2025: annual equity grant increased to $175,000; Lead Director fee to $45,000; Governance & Nominating Chair fee to $20,000 .
Performance Compensation
| Award Type | Grant Date | Shares | Fair Value (USD) | Vesting | Notes |
|---|---|---|---|---|---|
| Deferred RSUs (Director annual grant) | May 24, 2024 | 1,889 | $160,036 | Earlier of 1‑year anniversary or next annual meeting, subject to service; accelerated for death/change‑in‑control; pro‑rata for other terminations | Settled under Directors Deferred Fee Plan; directors may also defer cash fees into RSUs/401(k) options (excluding HWM Stock Fund) |
- No performance metrics (e.g., revenue, EBITDA, TSR) are attached to non‑employee director pay; director equity is time‑vested RSUs to align interests .
Other Directorships & Interlocks
| Company | Relationship to HWM | Interlock/Related Party Note |
|---|---|---|
| LKQ Corporation | Current public company directorship | HWM disclosed no material related person transactions in 2024; Compensation Committee interlocks absent per proxy |
- HWM’s Related Person Transaction policy covers directors and ≥5% holders; no material transactions reported for 2024 .
Expertise & Qualifications
- Executive leadership and talent management (BTG, Heidrick) .
- Innovation/technology and legal experience; government affairs via White House/Treasury roles .
- Corporate governance across public, private, and non‑profit organizations .
- Cybersecurity oversight credentials reinforced by chairing HWM’s Cybersecurity Committee .
Equity Ownership
| As of | Common Shares Beneficially Owned | % of Outstanding | Deferred RSUs | Deferred Share Units | Aggregate Value of Holdings |
|---|---|---|---|---|---|
| March 31, 2025 | — | <1% | 28,067 | — | $3,641,132 |
- Ownership guideline for directors: retain ≥$750,000 in HWM stock; compliance required within 6 years of appointment; RSUs count toward guideline; hedging, short sales, margin accounts, and pledging are prohibited. Miller’s aggregate holdings value suggests she exceeds the guideline well ahead of her 2026 deadline window .
Compensation Committee Analysis
- Members: James F. Albaugh (Chair), David J. Miller, Jody G. Miller; each independent .
- Scope: CEO pay recommendations; officer pay approvals; plan oversight; clawback administration; sole authority to retain consultants .
- Consultant: Compensation Advisory Partners LLC engaged directly; independence assessed and no conflicts found .
- Interlocks: None; no HWM executives served on other companies’ comp committees with reciprocal relationships; none of HWM execs sat on boards with executives on HWM’s comp committee .
Governance Assessment
- Strengths:
- Independent director with diversified operating, legal, and public-sector background; chairs Cybersecurity—a rising oversight priority; active role on Compensation & Benefits .
- Strong alignment via robust director ownership guideline; significant RSU/deferred holdings value; strict prohibitions on hedging/pledging .
- Board effectiveness evidenced by high attendance (98.8%) and routine executive sessions; structured committee refresh .
- No related party transactions reported; compensation consultant independence affirmed; clawback framework in place (executive policy, plan provisions) .
- Watch items / potential red flags:
- Beneficially owned common shares reported as zero; alignment is achieved through deferred RSUs rather than outright share ownership—acceptable under company policy but some investors prefer direct share holdings .
- Dual service on Compensation Committee and as Cybersecurity Chair increases workload; monitor attendance/engagement, though Board attendance metrics in 2024 were robust .
No delinquent Section 16 filings noted for directors in 2024; one late Form 4 was reported for an executive officer (not Miller), due to administrative error .