Theodore H. Ashford III
About Theodore H. Ashford III
Independent director and Lead Independent Director of Miller Industries, Inc. since August 7, 2023; director since 2010. Age 61. CEO of Ashford Capital Management, Inc. (ACM); previously CIO (since 2007), President (since 2001), and investment analyst (1994–2001). Prior experience at International Management Group. Brings advisory expertise, financial analysis skills, and a global perspective from extensive international company evaluation travel .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashford Capital Management, Inc. | Chief Executive Officer | Oct 2011–present | Leads investment firm; CEO responsibilities |
| Ashford Capital Management, Inc. | Chief Investment Officer | 2007–present | Investment leadership |
| Ashford Capital Management, Inc. | President | 2001–present | Senior management and strategy |
| Ashford Capital Management, Inc. | Investment Analyst | 1994–2001 | Research and analysis foundation |
| International Management Group | Professional staff | Not specified | Prior corporate experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| — | — | No current public company directorships | None disclosed |
Board Governance
- Lead Independent Director since Aug 7, 2023; responsibilities include leading independent director sessions, liaising between independent directors and Chair/CEO, input on agendas, and information quality to the Board .
- Independence: Board determined Ashford is independent under NYSE and SEC rules; all committee members (Audit, Compensation, Governance & Sustainability) are independent .
- Committee assignments and expertise:
- Audit Committee member; qualifies as an “audit committee financial expert” .
- Compensation Committee member .
- Governance & Sustainability Committee member .
- Attendance: In FY2024, Board met five times; all directors attended all Board and committee meetings except one unavoidable absence by a director from one Board meeting. In FY2023, each director attended 100% of Board and committee meetings held during their tenure .
- Committee activity counts (FY2024): Audit (4), Compensation (4), Governance & Sustainability (4) .
- Overboarding policy: Directors limited to two other public boards and one private board unless the Board determines no adverse effect .
Fixed Compensation
- Non-employee director program (2024): Annual cash retainer $95,000; Lead Independent Director stipend $20,000; equity RSUs valued $80,000; chair fees: Audit $20,000, Compensation $15,000, Governance & Sustainability $10,000 .
- 2024 director compensation (Ashford):
Component Amount (USD) Fees Earned or Paid in Cash $114,667 Stock Awards (RSUs grant-date fair value) $80,000 All Other Compensation (dividends on unvested RSUs) $1,262 Total $195,928 - 2023 director compensation (Ashford) – transition year to new program:
Component Amount (USD) Fees Earned or Paid in Cash $103,000 Stock Awards (fully-vested shares + RSUs) $99,995 All Other Compensation (dividends on unvested RSUs) $1,271 Total $204,266 - Director stock ownership guidelines (adopted March 2024): Must hold Company stock valued at five times annual cash compensation; sales restricted if it would reduce holdings below this threshold .
- Hedging/pledging: Prohibited for directors under the Securities Trading Policy .
Performance Compensation
- Director equity awards (time-based, not performance-based):
- 2024 RSU grant: 1,429 RSUs, based on $56.00 closing price on June 21, 2024; vests on the earlier of (i) day before next annual meeting or (ii) first anniversary of grant; one RSU converts to one common share .
- RSUs are non-transferable until vested; dividends accrue on unvested RSUs and are reported in “All Other Compensation” .
- No director options or PSUs disclosed; RSUs are time-based rather than tied to performance metrics. Committee chair and LID fees are fixed cash stipends .
Other Directorships & Interlocks
| Company | Role | Interlock/Committee |
|---|---|---|
| — | — | No interlocks or shared directorships with competitors/suppliers/customers disclosed |
Expertise & Qualifications
- Financial analysis and advisory expertise; leadership experience as CEO/CIO/President at ACM; global perspective via international company and market evaluation; designated audit committee financial expert .
Equity Ownership
- Beneficial ownership:
Date Shares Beneficially Owned Percent of Class Notes March 31, 2025 16,166 <1% Excludes 1,429 unvested RSUs April 22, 2024 13,812 <1% Excludes 2,354 unvested RSUs - Valuation context (for guideline compliance assessment): Closing price on Dec 31, 2024 was $65.36; based on this, 16,166 shares would be valued at approximately $1.06 million, which appears to exceed 5× the $95,000 annual cash retainer requirement under the director stock ownership guidelines (interpretation may exclude stipends) .
- Pledging/hedging: Prohibited for directors per the Securities Trading Policy .
- Section 16(a): No delinquent filings reported for Ashford in FY2024; late filings noted for other officers only .
Governance Assessment
- Strengths:
- Lead Independent Director role adds counterweight to Executive Chairman/CEO structure and strengthens board oversight and information flow .
- Deep financial expertise; audit committee financial expert designation supports strong financial reporting oversight .
- High board/committee attendance and majority-independent board; independent composition across all committees .
- Anti-hedging/pledging policy and robust related-party transaction review mitigate alignment and conflict risks .
- Director ownership guidelines and Ashford’s disclosed holdings signal alignment with shareholders .
- Compensation structure signals:
- Shift to standardized cash retainer plus annual RSUs aligns director incentives with long-term stock performance; no options or premium perquisites disclosed for directors .
- Year-over-year change: Ashford’s total director compensation decreased from $204,266 (2023) to $195,928 (2024), reflecting normalization of equity grants (from combined fully-vested shares + RSUs in 2023 to only RSUs in 2024) and full-year Lead Independent Director stipend in cash .
- Potential conflicts/related-party exposure:
- No related-party transactions disclosed involving Ashford; one ongoing transaction disclosed relates to the son of an executive officer employed by the Company, approved by the Audit Committee .
- Say-on-Pay context (board oversight of compensation philosophy):
- Strong shareholder support for NEO compensation: 94.5% approval in 2024; 95.7% in 2023, indicating investor confidence in pay-for-performance framework overseen by the Compensation Committee (of which Ashford is a member) .
RED FLAGS: None identified specific to Ashford. No related-party transactions, no Section 16(a) delinquency, hedging/pledging prohibited by policy. Overboarding risk low given no other public boards; maintains independence and audit financial expert status .