Javier Reyes
About Javier Reyes
Independent director of Miller Industries, Inc. since 2023; age 50. Reyes is Chancellor of the University of Massachusetts Amherst (since July 2023) and was previously Interim Chancellor at the University of Illinois (July 2022–July 2023). He serves on Miller’s Governance & Sustainability Committee and is classified by the Board as an independent director under NYSE rules. Other current public company directorship: City Holding Company (NASDAQ: CHCO).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Massachusetts Amherst | Chancellor | Jul 2023–Present | Leads flagship campus; governance and strategy leadership |
| University of Illinois | Interim Chancellor; previously Provost & Vice Chancellor for Academic Affairs | Jul 2022–Jul 2023; prior to Jul 2022 | Executive leadership; academic operations |
| West Virginia University | Milan Puskar Dean, John Chambers College of Business & Economics; VP for Start‑up WV | 2016–Jul 2021; VP Nov 2018–Jul 2021 | Entrepreneurship initiatives, workforce development |
| National/International Institutions | Grant reviewer (NSF); invited scholar (IMF, EBRD); investment banking exp. | Various (not dated) | Policy and markets insight |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| City Holding Company (City National Bank of WV) – CHCO | Public company | Director | Current public board seat |
| TIAA Diversity Advisory Council (formerly National Hispanic Advisory Council) | Advisory | Founding member; serves on current Council | Diversity and retirement systems perspective |
| Association for Latino Professionals for America (ALPFA) | Non‑profit | National Board member (prior) | Community and professional development |
| University Professional and Continuing Education Association (UPCEA) | Non‑profit | National Board member (prior) | Higher ed governance |
Board Governance
- Committee assignments: Governance & Sustainability Committee member; the committee met 4 times in FY2024 and oversees director nominations, board structure, director compensation recommendations, and sustainability oversight. All members are independent. Chair: Leigh Walton.
- Independence: The Board determined Reyes is independent; a majority of the Board is independent; all committee members and chairs are independent.
- Board structure and leadership: Separate Executive Chairman and CEO; Lead Independent Director role established in Aug 2023.
- Attendance and engagement: Board met 5 times in FY2024; directors had 100% attendance at Board and committee meetings since 2013 except one director’s unavoidable absence from one Board meeting in 2024; all then‑serving directors attended the 2024 annual shareholder meeting.
- Board size/refresh: Effective 2025 annual meeting, Board reduced from 9 to 7 to foster efficiency; Reyes is nominated to continue.
- Overboarding: Policy limits directors to not more than two other public boards and one private board; committee chairs and members are independent.
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Standard non‑employee director cash retainer |
| Committee chair/Lead Independent fees | $0 | Reyes is not a chair or Lead Independent Director |
| All Other Compensation | $1,262 | Dividends on unvested RSUs per policy; no perks >$10k |
| Total Cash | $95,000 | |
| Total Compensation | $176,262 | Fees + equity grant value + other comp |
Program design: Non‑employee directors receive $95,000 cash plus an annual RSU award valued at $80,000; additional chair fees: Audit ($20k), Compensation ($15k), Governance & Sustainability ($10k), Lead Independent Director ($20k).
Performance Compensation (Director Equity)
| Grant Type | Grant Timing | Units/Amount | Grant Basis | Vesting/Terms | Notes |
|---|---|---|---|---|---|
| RSUs (annual) | Post‑2024 annual meeting (June 2024) | 1,429 RSUs | Valued at $80,000 using $56.00 closing price on 6/21/2024 | Vest on earlier of day prior to next annual meeting or 1‑year anniversary; subject to service | Dividend equivalents accrue but are not paid before vest; transfer restricted until vest |
Stock ownership guideline (directors): Hold Company stock valued at 5x annual cash compensation; sales restricted unless guideline met (tax‑sale exception for RSU tax).
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| City Holding Company | NASDAQ/CHCO | Director | Not disclosed in MLR proxy | No related‑party transactions with MLR disclosed |
No related‑party transactions >$120k involving directors were disclosed for 2024 (one related‑person item involved employment of an executive officer’s son, unrelated to Reyes).
Expertise & Qualifications
- Brings international trade and 20 years of academic leadership experience; perspective on future workforce, management, and socioeconomic issues.
- Experience across advisory and policy institutions (NSF, IMF, EBRD) and investment banking; service on national boards (TIAA diversity council, ALPFA, UPCEA).
Equity Ownership
| Category | Shares/Units | Notes |
|---|---|---|
| Beneficially owned common shares | 2,755 | Less than 1% of class (11,459,278 shares outstanding as of 3/31/2025) |
| Unvested RSUs (time‑based) | 1,429 | Excluded from beneficial ownership until vest; 2024 director grant |
| Ownership as % of shares outstanding | <1% | As reported in proxy ownership table (“*”) |
| Hedging/Pledging | Prohibited for directors | Anti‑hedging and anti‑pledging policy applies |
| Director ownership guideline | 5x annual cash retainer | Committee monitors compliance; individual status not disclosed |
Insider Trades and Section 16 Compliance
- Section 16(a) compliance: The company disclosed certain late Form 4s in 2024–2025 for several insiders; Reyes was not listed among late filers.
- Note: Proxy does not enumerate individual Form 4 transactions for 2024; no insider trades for Reyes are disclosed in the proxy. For real‑time Form 4 analysis, additional filings review would be required.
Governance Assessment
- Strengths: Independent director with diverse leadership background; member of an all‑independent Governance & Sustainability Committee that oversees nominations, director compensation, and sustainability; strong anti‑hedging/pledging and clawback policies; director stock ownership guideline at 5x cash retainer; high board attendance culture; majority‑independent board with separate Chair/CEO and a Lead Independent Director; board size reduced to enhance effectiveness.
- Alignment and incentives: Director pay mix balanced (cash + time‑based RSUs), with annual RSUs vesting on a short cycle to maintain alignment and retention; no options or repricing allowed; no payment of dividends on unvested awards.
- Shareholder feedback signal: Most recent say‑on‑pay approval 94.5% in 2024, indicating broad investor support for compensation governance.
- Watch items: Time commitment as a sitting university chancellor (monitor for overboarding/commitment risk); company overboarding policy permits up to two other public boards and one private board—Reyes currently holds one public seat (CHCO), within limits.
- Conflicts/related‑party exposure: None disclosed for Reyes; no director‑related party transactions >$120k in 2024.