James Miller
LIVEPERSONAbout James Miller
James “Jim” Miller (age 61) is an independent director of LivePerson (LPSN) since February 2023 and currently serves as Independent Chair of the Board. He brings over two decades of operating and board experience across technology and e-commerce, including Wayfair (former CTO), Google (VP Operations for Ads & Commerce and VP Worldwide Operations & Google Energy), Sanmina-SCI (EVP), and roles at Amazon, Cisco, and First Solar; he holds a B.S. in Aerospace Engineering from Purdue and an M.S. in Mechanical Engineering and an M.B.A. from MIT Sloan . He has served as Chair since late 2024 and signed subsequent proxy materials as Chair in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayfair, Inc. | Chief Technology Officer | 2019–2022 | Technology and operating leadership at scale . |
| AREVO Inc. | Chief Executive Officer | Prior to 2019 (dates not specified) | Led 3-D printing company . |
| VP Operations, Ads & Commerce; VP Worldwide Operations & Google Energy | Prior roles before AREVO | Led global operations and energy initiatives . | |
| Sanmina-SCI Corporation | Executive Vice President | Earlier career | Large-scale EMS leadership . |
| Amazon; Cisco; First Solar | Executive roles in operations/supply chain | Earlier career | Operations and supply chain leadership . |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| The RealReal, Inc. (NASDAQ: REAL) | Director | Public | Current board service . |
| Brambles Ltd. (ASX: BXB) | Director | Public | Current board service . |
| Service Express (Warburg Pincus portfolio) | Director | Private | Current role . |
| Wayfair (pre-CTO) | Director | Public (prior) | Served before joining as CTO . |
| ITRenew, Inc. | Director | Private (prior) | Prior role . |
Board Governance
- Independence: The Board determined Mr. Miller (and other non-CEO directors) are independent under Nasdaq and SEC rules .
- Chair/Leadership: Independent Chair (formalized during late 2024 as part of board refresh; also noted as Chair signing 2025 proxy) .
- Committee assignments:
- Nominating & Corporate Governance Committee (NCGC) – Chair (current) .
- Cybersecurity & Technology Committee – member in 2024 (as reflected in 2024 proxy disclosure) .
- Operating Committee – member in 2023; Operating Committee was disbanded in 2024 .
- Attendance: In FY2024, the Board held 4 regular and 21 interim meetings; each director attended at least 75% of Board and relevant committee meetings while serving .
- Executive sessions: Independent directors meet in executive session at regularly scheduled meetings (Board and Audit; Comp as needed) .
Fixed Compensation
| Component | Policy/Amount | Period | Notes |
|---|---|---|---|
| Board annual cash retainer | $35,000 | FY2024 | Standard for non-employee directors . |
| Chair of the Board cash retainer | $50,000 | FY2024 | Additional for Board Chair . |
| Committee member retainers | Audit $10,000; Comp $7,500; NCGC $5,000; Operating $5,000 | FY2024 | Paid quarterly, prorated; Operating Committee disbanded in 2024 . |
| Committee chair retainers | Audit $20,000; Comp $15,000; NCGC $10,000; Operating $10,000 | FY2024 | Paid quarterly, prorated . |
| FY2024 fees earned (Miller) | $49,511 | FY2024 | As reported in Director Compensation table . |
| 2023 CEO search committee fee (Miller) | ~$3,300 | FY2023 | One-time fee for special committee membership . |
Performance Compensation
| Equity Type | Grant/As-Of | Number of Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSUs (non-employee director award) | FY2024 | 80,000 (outstanding & unvested at 12/31/2024) | $68,000 (Miller) | Cliff vest on 1-year anniversary of grant . |
| Annual equity policy (target) | FY2024 policy | N/A | $200,000 (policy value) | Company used a minimum share conversion price to mitigate dilution, resulting in grant-date values below policy . |
- Performance metrics: None disclosed for director equity; RSUs are time-based (no performance conditions) .
Other Directorships & Interlocks
| Company | Relationship to LPSN | Interlock/Conflict Notes |
|---|---|---|
| The RealReal, Inc. | Unrelated customer/supplier relationship not disclosed | No related-party transactions disclosed with Miller . |
| Brambles Ltd. | Unrelated customer/supplier relationship not disclosed | No related-party transactions disclosed with Miller . |
| Service Express | Private company | No related-party transactions disclosed with Miller . |
- Cooperation Agreement with Vector Capital (Oct 2024) led to board refresh actions (addition of a Vector-recommended director; commitment to select a new Board Chair). Mr. Miller became Chair in connection with this governance refresh window .
Expertise & Qualifications
- Technology and operations leadership at scale (Wayfair CTO; Google operations leadership; Sanmina EVP) .
- Board experience across public and private companies (REAL, BXB; prior Wayfair/ITRenew) .
- Education: B.S. Aerospace Engineering (Purdue); M.S. Mechanical Engineering; M.B.A. MIT Sloan .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | As-Of Date | Notes |
|---|---|---|---|---|
| James Miller | 84,944 | <1% | Record date Sept 15, 2025 | From beneficial ownership table . |
| Outstanding & unvested RSUs (director) | 80,000 | N/A | 12/31/2024 | Per FY2024 director holdings table . |
- Options: None disclosed for Mr. Miller (options outstanding were disclosed only for two other directors as of 12/31/2024) .
- Stock ownership guidelines: Company maintains robust ownership guidelines for non-employee directors and prohibits new pledging of stock .
Governance Assessment
Key findings:
- Independence and leadership: Mr. Miller is an independent director and serves as Independent Chair, which strengthens board oversight and independence from management .
- Committee leadership: Chairs the Nominating & Corporate Governance Committee; has served on cybersecurity/technology oversight (2024), aligning with his operating/tech background .
- Engagement: Board met frequently in 2024 (25 total meetings), and all directors met or exceeded 75% attendance thresholds, signaling active oversight during a transition year .
- Incentive alignment: Director equity is time-vested RSUs with one-year cliff; the company used a minimum share price for award sizing in 2024 to mitigate dilution, reducing grant-date value versus policy—aligning with shareholder dilution concerns . Mr. Miller’s FY2024 equity value was $68k with 80k RSUs outstanding/unvested at year-end .
- Ownership: Miller’s reported beneficial ownership was 84,944 shares (<1%) as of the September 2025 special meeting record date . While below 1%, the company’s ownership guidelines and no-new-pledging policy support alignment .
Risk indicators and potential red flags:
- Activism/Cooperation dynamics: The Vector Capital Cooperation Agreement mandated board refresh steps and the selection of a new Chair; Miller’s elevation to Chair occurred in that context. While not a related-party transaction with Miller, investors may view ongoing cooperation agreements as signals of external influence on governance priorities .
- Related-party oversight: The Audit Committee must pre-approve related-party transactions; no family relationships or legal proceedings were disclosed for directors, reducing conflict risk profile .
Shareholder sentiment signals:
- 2025 Say-on-Pay received 22.09M For vs. 1.04M Against (plus 0.12M Abstain), indicating support for compensation programs during governance transition .
- 2025 director elections for other classes and 2024 adjourned meeting outcomes show shareholders maintained quorum and supported board proposals, though one 2024 charter exculpation measure failed—highlighting active investor scrutiny .
Overall implication for investors:
- Mr. Miller’s independent chair role, committee leadership, and deep operating experience in scaled tech/commerce are positives for board effectiveness. The Vector agreement-driven refresh improved oversight cadence but should be monitored for sustained independence and value creation alignment, especially as capital structure changes (e.g., exchanges and preferred conversions) continue to evolve .