Leigh Walton
About Leigh Walton
Leigh Walton (age 74) is an independent director of Miller Industries, Inc. (MLR) serving since 2020. She is a Partner at Bass, Berry & Sims, PLC and currently chairs the Governance & Sustainability Committee; she also serves on the Audit and Compensation Committees. The Board has affirmatively determined she is independent under NYSE standards. Walton’s core credentials include over 40 years advising on corporate governance, M&A, private equity transactions, and securities offerings, plus recognized standing in governance circles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bass, Berry & Sims, PLC | Partner | Not disclosed | Corporate governance, M&A, private equity, securities offerings advisor |
| American Bar Association – M&A Committee | Chair | 3 years | Led global M&A professional body (>5,000 members in 40 countries) |
| American College of Governance Counsel | Member | Elected Sept 2019 | Honorary association of lawyers recognized for governance achievements |
External Roles
| Organization | Role | Public Company Board | Notes |
|---|---|---|---|
| Bass, Berry & Sims, PLC | Partner | No | Law firm partnership; governance/M&A specialization |
| ABA M&A Committee | Former Chair | No | Leadership in global professional body |
| American College of Governance Counsel | Member | No | Honorary governance recognition |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee member; Governance & Sustainability Committee Chair. Audit Committee met 4 times; Compensation Committee met 4 times; Governance & Sustainability Committee met 4 times in FY2024.
- Independence: Board determined Walton is independent; a majority of the Board and all standing committee members are independent.
- Attendance: The Board met 5 times in FY2024; directors had perfect attendance at Board and committee meetings except one unavoidable Board meeting absence by a single director; director attendance has been 100% since 2013 except for that single 2024 absence.
- Governance structure: Lead Independent Director (Theodore H. Ashford III) with robust duties; separation of Chair and CEO roles; all committee chairs and members are independent.
- Overboarding policy: Directors limited to not more than two other public boards and one private board; Walton currently has no other public company directorships.
Fixed Compensation (Non-Employee Director; Fiscal 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $95,000 | Paid quarterly in arrears |
| Committee chair fee (Governance & Sustainability) | $10,000 | Chair premium |
| Total cash | $105,000 | Walton’s FY2024 cash fees |
| Annual equity award (RSUs) | $80,000 | Granted 1,429 RSUs; grant date price $56.00 (June 21, 2024) |
| Total director compensation | $186,262 | Walton’s total for FY2024 |
- Vesting and terms: RSUs vest on the earlier of the day immediately prior to the next annual meeting or the first anniversary of grant; transfer restricted until vesting; dividends accrue on unvested RSUs and are included in “All Other Compensation.”
Performance Compensation
| Equity Vehicle | Performance Metrics | Vesting Schedule | Holding/Restrictions |
|---|---|---|---|
| RSUs (non-employee director annual grant) | None (time-based only) | Vest at next annual meeting or 1-year from grant | Transfer restricted until vest; dividends accrue; director stock ownership guidelines apply |
Other Directorships & Interlocks
| Company | Exchange/Ticker | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
Expertise & Qualifications
- Over 40 years advising companies on corporate governance, M&A, private equity, and securities offerings; extensive familiarity with public company board processes and dynamics.
- Led ABA M&A Committee for 3 years; recognized member of American College of Governance Counsel.
- Contributes governance rigor as Governance & Sustainability Committee Chair overseeing director nominations, board structure, governance policy, sustainability oversight, and director stock ownership guideline compliance.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Unvested RSUs Excluded | Notes |
|---|---|---|---|---|
| Leigh Walton | 7,241 | <1% | 1,429 RSUs excluded from beneficial ownership line | As of March 31, 2025; excludes unvested RSUs per footnote (3) |
- Director stock ownership guidelines: Must hold Company stock valued at 5x annual cash compensation; sales restricted except for tax withholdings on vesting.
- Hedging and pledging: Directors prohibited from hedging and pledging Company securities; pre-clearance and blackout periods apply under the Securities Trading Policy.
Insider Trades and Compliance
| Item | Walton Status | Notes |
|---|---|---|
| Section 16(a) filings (FY2024) | No late filings disclosed | Late Form 4s noted for certain insiders; Walton not listed among late filers |
| Hedging/Pledging | Prohibited | Company policy forbids hedging/pledging by directors |
Director Compensation Mix (Fiscal 2024)
| Cash ($) | Equity ($) | Mix (%) Cash | Mix (%) Equity |
|---|---|---|---|
| 105,000 | 80,000 | 56.4% | 43.6% |
| Notes: Based on Walton’s FY2024 director fees and RSU grant value. |
Board Governance
| Committee | Role | FY2024 Meetings | Independence |
|---|---|---|---|
| Audit | Member | 4 | All members independent; two financial experts (Ashford, Chandler) |
| Compensation | Member | 4 | All members independent |
| Governance & Sustainability | Chair | 4 | All members independent; oversees nominations, governance policy, director compensation and sustainability oversight |
Potential Conflicts and Related-Party Exposure
- Related-party transactions: Company reports no related person transactions >$120,000 in 2024 other than employment of an executive’s family member; audit committee pre-approves any related person transactions; Walton not implicated.
- Legal/consulting ties: Walton’s law firm affiliation disclosed; no transactions with her firm reported; policy requires audit committee review of any related person transactions.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 say-on-pay received 94.5% approval, indicating strong investor support for compensation practices; governance committees (including Walton’s Compensation Committee service) oversee these policies.
Governance Assessment
- Strengths: Independent status; chairs Governance & Sustainability; cross-membership on Audit and Compensation enhances board oversight; robust anti-hedging/pledging policy; clear director ownership guidelines; strong board/committee attendance culture; overboarding limits in place.
- Alignment: Annual grant of RSUs and stock ownership guidelines support long-term alignment; prohibition on hedging/pledging improves investor confidence.
- Signals: Board reduced size from 9 to 7 to foster efficiency, engagement, and collaboration, a positive governance signal; establishment of Lead Independent Director with robust responsibilities.
- Red flags: None disclosed related to Walton; no related-party transactions, no late Section 16 filings; no hedging/pledging.