Susan Sweeney
About Susan Sweeney
Independent director of Miller Industries, Inc. (MLR), age 61, serving since 2023; currently Audit Committee Chair (Chair since March 6, 2024) . Background includes extensive global manufacturing leadership, workforce development, and risk management; appointed Executive Vice President and Chief Human Resource Officer at Virginia Transformer Corp. in April 2025; previously CHRO at Enpro Inc. (2020–2022), and Division President of GGB Bearing Technology for seven years, with earlier executive roles at General Motors across assembly, engineering, supply chain, quality, and site management . The Board has determined she is independent under NYSE and SEC standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Virginia Transformer Corp. | Executive Vice President & Chief Human Resource Officer | Began April 2025 | Senior HR leadership for industrial manufacturing |
| Enpro Inc. | Chief Human Resource Officer | 2020–2022 | Led enterprise HR, governance alignment |
| GGB Bearing Technology (Enpro subsidiary) | Division President | 7 years | Global P&L; strategic and operational leadership across regions |
| General Motors | Executive roles in assembly, engineering, supply chain, quality, site management | Not disclosed | Large-scale operations and manufacturing execution |
External Roles
| Entity | Role | Public Company Board? | Notes |
|---|---|---|---|
| Virginia Transformer Corp. | EVP & CHRO | No board role | Begins April 2025 |
| Other Current Public Directorships | — | None | The proxy lists no other current public company boards |
Board Governance
- Committee Assignments: Audit Committee Chair; Audit members: Ashford, Chandler, Jackson (since Mar 4, 2024), Sweeney (Chair since Mar 6, 2024), Walton; FY2024 Audit meetings: 4 .
- Independence: Seven of nine current directors independent; Sweeney is independent; all committee members are independent .
- Attendance: FY2024 Board met five times; directors attended all Board and committee meetings, except one director absent from one Board meeting; directors are encouraged to attend the annual meeting (all attended in 2024) .
- Audit Committee Expertise: All are financially literate; Ashford and Chandler designated “audit committee financial experts” (chair is not designated as “expert” in the disclosure) .
- Board Structure: Separate Executive Chairman and CEO; Lead Independent Director established with robust authority; charters and guidelines publicly available .
Fixed Compensation
| Component | Amount/Detail | FY/Date |
|---|---|---|
| Annual cash retainer | $95,000 | 2024 |
| Audit Committee Chair fee | $20,000 | 2024 |
| Equity award (RSUs) – value | $80,000 | 2024 |
| Equity award (RSUs) – units | 1,429 units | 2024 |
| Grant pricing reference | Priced using $56.00 closing price on June 21, 2024 | 2024 |
| Vesting (director RSUs) | Earlier of day before next annual meeting or first anniversary of grant | 2024 terms |
| Dividends on unvested RSUs | $1,262 | 2024 |
| Total director compensation | $192,928 | 2024 |
Performance Compensation
- Directors receive time-based RSUs; no disclosed performance metrics tied to director equity awards .
- Company’s disclosed “most important” pay-for-performance metrics (used for executive compensation) below for context:
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000s) | 651,286 | 717,476 | 848,456 | 1,153,354 | 1,257,500 |
| EBITDA ($000s, non-GAAP) | 48,190 | 34,157 | 40,873 | 93,001 | 98,128 |
| Adjusted Pretax Income ($000s, non-GAAP) | 38,097 | 22,265 | 29,585 | 86,929 | 98,814 |
| TSR (Indexed) | 104 | 94 | 77 | 124 | 194 |
| Diluted EPS ($) | 2.62 | 1.42 | 1.78 | 5.07 | 5.47 |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other current public boards | None |
| Interlocks with Miller’s competitors/suppliers/customers | Not disclosed; no related-party transactions involving Sweeney reported |
| Overboarding policy | Directors limited to ≤2 other public boards and ≤1 private board |
Expertise & Qualifications
- Extensive manufacturing expertise; leadership of global teams; workforce development; breadth in financial, regulatory, and risk management through division president experience; cross-industry executive experience .
- Audit oversight experience as current Audit Committee Chair .
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (shares) | 2,755; <1% of class |
| Unvested RSUs (director) | 1,429 (time-based) |
| Hedging/pledging | Prohibited by policy for directors |
| Director ownership guidelines | Must hold stock valued at 5× annual cash compensation; sales restricted except for tax withholding |
| Compliance status | Not individually disclosed; Governance Committee monitors compliance |
Governance Assessment
- Positive signals: Independent director; Audit Committee chaired by Sweeney; board reports near-perfect attendance; strong governance policies including anti-hedging/pledging and robust lead independent director role; director ownership guidelines enhance alignment .
- Confidence signal from shareholder vote: Sweeney received 9,286,835 “For” votes, 141,376 “Withheld” at the May 23, 2025 annual meeting (90.18% quorum), indicating strong re-election support .
- Red flags: Say-on-pay failed in 2025 (For: 3,160,628; Against: 6,132,105; Abstain: 135,478), reflecting investor dissatisfaction with executive compensation; while not director-specific, it is a governance risk indicator for the board’s oversight of pay . The Audit Committee Chair is not identified as an “audit committee financial expert” (two of five members designated as experts are Ashford and Chandler), which some investors may scrutinize even though all members are financially literate .
- Related-party/Conflicts: No related-party transactions involving Sweeney disclosed; one related-person employment involving an executive’s family member noted elsewhere; anti-hedging/pledging policy reduces alignment risks .
Shareholder Vote Outcomes (2025 Annual Meeting)
| Item | For | Against | Withheld/Abstain | Non-Votes |
|---|---|---|---|---|
| Election – Susan Sweeney | 9,286,835 | — | 141,376 | 906,284 |
| 2025 Stock Incentive Plan | 8,986,541 | 377,774 | 63,896 | 906,284 |
| Say-on-Pay (Advisory) | 3,160,628 | 6,132,105 | 135,478 | 906,284 |
| Auditor Ratification | 10,015,947 | 308,976 | 9,572 | 0 |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company reports all directors and 10% holders complied, with late filings only by certain executives; no late filings listed for Susan Sweeney |
| Form 4 activity | Not disclosed for Susan Sweeney in the proxy; beneficial ownership provided above |
Compensation Program Context (Peer Group for Executive Benchmarking)
| Peer Company (Ticker) | Notes |
|---|---|
| Park-Ohio Holdings (PKOH), Astec Industries (ASTE), Shyft Group (SHYF), Commercial Vehicle Group (CVGI), Stoneridge (SRI), L.B. Foster (FSTR), Blue Bird (BLBD), Motorcar Parts of America (MPAA), Enerpac Tool Group (EPAC), Douglas Dynamics (PLOW), NN Inc. (NNBR) | Peer group used by Compensation Committee and consultant (Pearl Meyer) for executive compensation benchmarking; CIRCOR removed post-take-private |
Overall, Susan Sweeney’s governance profile shows strong independence, relevant manufacturing and operational expertise, and active audit oversight leadership. Key investor signals in 2025 include her robust re-election support and a failed say-on-pay vote that warrants heightened board engagement on executive pay design and alignment .