Brian Miller
INSEEGOAbout Brian Miller
Brian Miller, age 59, is an independent director of Inseego, appointed in January 2025 after previously serving from August 2018 to 2021; he is CIO of North Sound Partners (since August 2012) and General Partner of North Sound Ventures, with prior tenure as Chief Trading Officer and Management Committee member at Elliott Associates and earlier as Vice President at Yamaichi International; he holds a B.S. in Economics from the University at Albany (1988) and is a CFA charterholder (1992) . The Board has determined that Miller is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elliott Associates | Chief Trading Officer; Management Committee; Valuation & Risk Committees | 1991–2012 | Led global trading across structured products, commodities, fixed-income arbitrage, portfolio protection strategies |
| Yamaichi International | Vice President | Pre-1991 | Specialized in arbitrage strategies |
| North Sound Partners | Chief Investment Officer | Aug 2012–present | Family office investing in hedge funds, private equity, venture capital |
| North Sound Ventures | General Partner | Aug 2012–present | Direct investments in early-stage growth companies |
| Inseego Corp. | Director | Aug 2018–2021; Jan 2025–present | Prior appointment in 2018 tied to investor designation rights; reappointed 2025 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Manhattan Institute for Policy Research | Director (prior service) | Not disclosed | Policy think tank governance |
| Avatex Corporation | Director (prior service) | Not disclosed | Public company board experience |
Board Governance
- Independence: The Board determined Miller (and Avery, Harland, Mulhern, Tuder) are independent; Sarvikas is not, as CEO .
- Committee assignments (2025): Nominating & Corporate Governance Committee – Member; not on Audit or Compensation; committee chairs are Tuder (Audit & Compensation) and Avery (Nominating) .
- Attendance: In 2024, the Board met 14 times; each incumbent director attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 annual meeting .
- Election/tenure: Board is classified (three-year terms). Miller is a nominee to serve through the 2028 annual meeting; no arrangement or understanding exists pursuant to which he was selected as a nominee .
Fixed Compensation
| Component | Chair ($) | Member ($) | Notes |
|---|---|---|---|
| Board of Directors (annual cash retainer) | 80,000 | 40,000 | Independent Chair only; employee Chair not paid beyond salary |
| Audit Committee (annual cash) | 20,000 | 10,000 | |
| Compensation Committee (annual cash) | 14,000 | 6,000 | |
| Nominating & Corporate Governance Committee (annual cash) | 10,000 | 5,000 | |
| Equity – Initial RSU grant (upon joining Board) | — | 145,000 | Vests 1/3 annually over 3 years |
| Equity – Annual RSU grant | — | 125,000 | Vests in full on 1st anniversary |
| Historical Director Compensation (FY2019) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Brian Miller | 50,000 | 82,571 | — | 132,541 |
Note: 2024 director compensation table does not include Miller (he rejoined in 2025); policy components above reflect 2024 levels .
Performance Compensation
| Award Type | Performance Metric | Vesting | Disclosure |
|---|---|---|---|
| Director RSUs (initial) | None disclosed; time-based | Vest in three equal annual installments beginning on 1st anniversary | RSU structure and vesting disclosed; no performance conditions stated |
| Director RSUs (annual) | None disclosed; time-based | Vest in full on first anniversary | RSU structure and vesting disclosed; no performance conditions stated |
Other Directorships & Interlocks
| Entity | Relationship | Economic/Financing Ties | Potential Conflict Consideration |
|---|---|---|---|
| North Sound Partners/NS Trading/NS Manager | Miller is sole shareholder of NS Manager; affiliates are 5%+ holders | 2024 interest payments to North Sound Trading on 2025 Convertible Notes: $1,830,252; 2023: $1,805,180 | Board independence affirmed, but recurring related-party interest and warrant economics warrant monitoring |
| South Ocean/Golden Harbor/Tavistock Group | Avery affiliated; 5%+ holders | 2024 interest to Golden Harbor: $805,859; 2023: $794,820; exit fees paid April 19, 2024: $300,000 to South Ocean; $100,000 to North Sound Ventures LP | Multiple financing ties with director-affiliated entities increase perceived conflict risk |
| 2018 Purchase Agreement (designation rights) | Golden Harbor and North Sound entitled to designate one director | Miller and Avery appointed Aug 6, 2018 under investor rights; Rights Plan amended to “Grandfathered Stockholder” | Structural interlock via investor rights (historic); current 2025 nomination asserts no arrangement or understanding |
Expertise & Qualifications
- Financial/investment expertise: Hedge fund partner and CIO experience with global trading, structured products, risk committees; strong financial background cited by the company .
- Education/professional credentials: B.S. Economics; CFA charterholder .
- Technology and governance: Board biography highlights ability to maximize shareholder value; prior public and non-profit board service .
Equity Ownership
| Holder | Shares Owned (#) | Right to Acquire (#) | Total Beneficially Owned (#) | % of Outstanding |
|---|---|---|---|---|
| Brian Miller (includes NS Management/NS Trading affiliates) | 2,088,768 | 1,129,531 | 3,218,299 | 19.9% (based on 15,042,827 outstanding) |
| Instrument Breakdown (Affiliated holdings) | Amount (#) | Notes |
|---|---|---|
| Exchange Warrants | 1,089,835 | Subject to exercise limitation provisions |
| Loan Warrants | 56,410 |
Governance Assessment
- Alignment: Significant ownership (19.9%) via Miller and North Sound affiliates indicates material skin-in-the-game, aligning incentives with shareholders .
- Independence and committee role: Board affirms independence; current assignment to Nominating & Corporate Governance (member) enhances influence on director selection and governance processes .
- RED FLAG — Related-party financing: The company paid substantial interest to North Sound Trading (and exit fees to North Sound Ventures LP) while Miller serves on the Board; this is disclosed as related-party and raises conflict-of-interest risk that requires ongoing oversight and robust recusals .
- Structure/classified board: Classified board with three-year terms can reduce director turnover responsiveness; Miller’s 2025 nomination states no arrangement/understanding for his selection, mitigating concerns about investor designation influence versus 2018 framework .
- Attendance: The Board reports at least 75% attendance by incumbents in 2024; this supports engagement norms, though Miller rejoined in 2025 and is not included in 2024 statistics .