Peter Jackson

About Peter Jackson

Peter Jackson (age 56) is an independent director of Miller Industries, Inc. (MLR) serving since 2023 and a member of the Audit Committee (member since March 4, 2024). He is Managing Partner and Executive Vice President of Providence Consulting Group, Ltd., with nearly three decades of experience in manufacturing technology, ERP systems, AI/ML strategy, supply chain optimization, and cybersecurity risk mitigation. The Board determined in 2024 that he qualifies as independent; prior to January 2024 he did not meet the independence definition due to substantial business his employer conducted with the Company in 2020 .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; the Audit Committee met 4 times in FY 2024 and oversees financial reporting, internal controls, auditor independence, cyber and information security risk, and legal/regulatory compliance. All members are independent and financially literate; Messrs. Ashford and Chandler qualify as “audit committee financial experts” .
• Independence status: The Board determined in 2024 that Mr. Jackson is independent; prior to January 2024 he was not independent due to substantial business his employer conducted with the Company in 2020 .
• Board structure and attendance: The Board is being reduced from nine to seven members to improve efficiency; if all nominees are elected, five of seven directors will be independent. The company reports 100% director attendance at Board and committee meetings since 2013, except one unavoidable absence from one Board meeting in 2024. The Board has a Lead Independent Director (Theodore H. Ashford III) .
• Related person transactions oversight: Related person transactions must be approved or ratified by the Audit Committee; no related person transactions in 2024 involving directors or executives except an executive officer’s family member employment (approx. $165,000). Audit Committee members recuse from reviews where they are the related person .

Fixed Compensation

• Program design: Beginning after the 2023 annual meeting, the Board adopted a standardized non‑employee director program based on an independent review by Pearl Meyer: annual cash retainer of $95,000 and annual RSUs with $80,000 grant date fair value; chair/LID cash premiums apply to those roles. In 2023, prior structure included $75,000 annual cash plus $5,000 per Board meeting and a pro‑rated grant of fully‑vested shares; post‑meeting awards switched to RSUs .

Performance Compensation

• Equity vehicle: Time‑based restricted stock units (RSUs); no options or performance‑conditioned equity disclosed for directors .
• Dividend treatment: Dividends on equity awards are not paid before vesting; accrued amounts shown in “All Other Compensation.” Plan prohibits paying dividends/dividend equivalents on options/SARs and prior to vesting on other awards .
• Clawback: Company adopted an Excess Incentive‑Based Compensation Recoupment Policy in accordance with SEC/NYSE rules (applies to executive officers); 2025 Stock Incentive Plan states awards are subject to the Company’s clawback policy .

Other Directorships & Interlocks

Expertise & Qualifications

• Logistics/manufacturing technology leader with 28+ years across ERP implementation, system solutions, cybersecurity, AI strategy, supply chain optimization, and change management for industrial sectors including automotive, aerospace/defense, high‑tech, and industrial equipment .

Equity Ownership

• RSUs outstanding: Each non‑employee director held 1,429 time‑based RSUs as of December 31, 2024 (not part of beneficial ownership unless vesting within 60 days) .
• Ownership alignment: Director stock ownership guidelines adopted in March 2024 require non‑employee directors to hold Company stock valued at 5× annual cash compensation; dispositions limited until in compliance. Hedging and pledging of Company stock are prohibited by policy .

Governance Assessment

• Strengths

  • Relevant expertise: Deep ERP/cyber/AI background complements Audit Committee oversight of financial reporting and cyber risk; Audit Committee fully independent and financially literate .
  • Alignment mechanisms: Annual equity grants (time‑based RSUs), 5× retainer ownership guideline, prohibition on hedging/pledging, and clawback policy in place (plan subject to clawback) .
  • Engagement: Board reports near‑perfect attendance; Audit Committee met 4 times in FY2024; Board downsized to 7 to improve efficiency; presence of Lead Independent Director .

• Risks and Red Flags

  • Prior independence concern: Mr. Jackson was not independent prior to January 2024 due to substantial business his employer conducted with MLR in 2020; the Board determined independence restored in 2024. This history constitutes a potential conflict flag that appears mitigated by elapsed time and the Board’s reevaluation process .
  • Related parties: No director‑related transactions disclosed for 2024; policy requires Audit Committee approval/ratification and recusal for any related person on the committee .

• Compensation structure signals

  • Standardized non‑employee director program implemented in 2023 following an independent review; 2024 compensation comprised $95,000 cash retainer plus $80,000 RSUs, consistent with market alignment and at‑risk equity mix; no options or performance‑based equity, which keeps director incentives focused on alignment rather than operating targets .

• Overall view: Mr. Jackson’s technology and cybersecurity experience enhances audit and risk oversight. The prior independence issue is a historical red flag but has been addressed by the Board; no ongoing related‑party exposure is disclosed. Ownership guidelines and anti‑hedging/pledging policies support alignment with shareholders .