Jody Miller
About Jody G. Miller
Independent director at LKQ since 2018 (tenure ~6.6 years as of the 2025 proxy). Age 67. Former CEO and co‑founder of Business Talent Group (sold to Heidrick & Struggles in 2021; Senior Advisor through 2023). Prior public sector roles include Special Assistant to the U.S. President (Clinton Administration) and a White House Fellow at Treasury. Education: B.A., University of Michigan; J.D., University of Virginia. Currently serves on the board of Howmet Aerospace (since April 2020) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Business Talent Group (a Heidrick & Struggles company) | Co‑founder; CEO; Senior Advisor (post‑acquisition) | 2007–2023 (Senior Advisor 2023) | Built a global marketplace for independent professionals; transitioned through acquisition |
| Maveron LLC | Venture Partner | 2000–2007 | Early-stage investing/operating support |
| Americast (Disney JV) | Acting President & COO | 1995–1999 | Led digital video/interactive services JV |
| The White House | Special Assistant to the President | 1993–1995 | Executive branch policy and administration experience |
| U.S. Treasury (White House Fellow) | Fellow | 1990–1992 | Federal finance/policy exposure |
| State of South Carolina | Chief Legal Advisor to Gov. Richard Riley | 1986–1987 | State executive legal counsel |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Howmet Aerospace, Inc. | Director | 2020–present | Aerospace/transportation engineered solutions |
| Capella Education Company | Director | 2001–2018 | Board service through merger with Strayer |
| TRW Automotive | Director | 2005–2015 | Board service through sale of company |
| Drucker Institute; Peer Health Exchange | Director/Trustee | Through 2023 | Non-profit board service |
Board Governance
- Independence: The Board determined all nominees other than the CEO are independent; Ms. Miller is independent under Nasdaq/SEC standards .
- Committee assignments (current): Chair, Governance/Nominating Committee; Member, Compensation & Human Capital Committee .
- Prior committee: Served on the Regulatory Advisory Committee until its dissolution in August 2024 .
- Attendance: The Board met five times in 2024; each incumbent director attended at least 75% of Board and committee meetings, and all directors attended the 2024 annual meeting; five executive sessions were held .
- Board structure: Independent Chair (Guhan Subramanian) separate from CEO; independent committee chairs; annual elections; majority voting in uncontested elections .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Non‑employee director | $105,000 |
| Committee retainers | Governance/Nominating (Chair); Compensation & Human Capital (Member) | Chair $25,000; Member $10,000 |
| Cash fees actually earned (Miller) | Sum of board + committee roles | $140,000; Ms. Miller elected to defer cash fees into deferred RSUs |
| Other cash elements | Meeting fees/perqs | No meeting fees; no special perquisites; reimbursement of customary expenses |
Director compensation policy is set near market median, benchmarked with F.W. Cook against LKQ’s executive compensation peer group; no changes were made after the May 2024 review .
Performance Compensation
| Element | Grant Design | 2024 Grant/Status |
|---|---|---|
| Annual equity grant (RSUs) | Fixed-value RSUs; vest on earlier of one year from grant or next annual meeting; significant portion of director pay in equity | $165,043 grant-date fair value; Ms. Miller deferred equity into deferred RSUs |
- Note: Director equity is time-based (no performance metrics); vesting aligns directors with shareholder outcomes via stock price exposure. Chairman receives an additional $185,000 equity retainer in lieu of committee retainers (not applicable to Ms. Miller) .
Other Directorships & Interlocks
- Current public company board: Howmet Aerospace (since April 2020) .
- Compensation & Human Capital Committee interlocks: None; no relationships requiring Item 404 disclosure among 2024 committee members (which includes Miller) .
- Related‑party transactions: Audit Committee oversees a written Related Party Transactions Policy; factors include fairness, business rationale, director independence, and conflicts of interest .
Expertise & Qualifications
- Executive leadership: Founder/CEO experience; operations and digital/technology expertise from Americast and BTG .
- Corporate development/capital allocation and human capital management; governance committee experience on public boards .
- Government/regulatory experience: White House and Treasury roles; state‑level legal advisory .
- Board skills matrix indicates coverage across corporate governance, operations, digital technology, HCM/compensation, and investor relations; age 67; tenure 6.6 years; other current public board count = 1 .
Equity Ownership
| Item | Detail | As Disclosed |
|---|---|---|
| Beneficial ownership | Shares directly/indirectly owned | 30,059 shares; <1% outstanding (per table notation) |
| Unvested deferred equity | Unvested deferred RSUs at 12/31/2024 | 3,709 deferred RSUs |
| Ownership guidelines | Non‑employee directors must hold ≥5× annual cash retainer; unvested/deferred RSUs count; 50% net shares retention until compliance | All current directors meet the guidelines |
| Pledging/hedging | Prohibited for directors under company policy | Prohibitions in Insider Trading Policy |
Director Compensation (2024 actual)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $140,000 (deferred to deferred RSUs) |
| Stock Awards (grant-date fair value) | $165,043 (deferred RSUs) |
| Total | $305,043 |
Governance Assessment
-
Strengths: Independent director; chairs Governance/Nominating and serves on Compensation & Human Capital—positions central to board effectiveness and pay oversight . Strong alignment via equity-heavy pay and deferral of both cash fees and equity into deferred RSUs; subject to stock ownership guidelines (met) and anti‑pledging/hedging policy . Attendance and engagement thresholds met; board maintains robust oversight, independent leadership, annual elections, and majority voting standard .
-
Investor sentiment signal: Say‑on‑pay support of ~96% at 2024 annual meeting underscores broad shareholder support for compensation governance .
-
Conflicts/interlocks: No compensation committee interlocks or Item 404 relationships disclosed among committee members, including Miller; related‑party transaction policy and Audit Committee oversight in place .
-
RED FLAGS: None disclosed specific to Ms. Miller—no pledging/hedging permitted; no related‑party transactions or interlocks requiring disclosure; director equity is time‑based RSUs with short vesting to avoid entrenchment .