Michael S. Miller
About Michael S. Miller
Independent director (age 73) serving since 2016. Retired Managing Director of The Vanguard Group; current Board Trustee of Vanguard Charitable (since March 2021) and director of Hamilton Beach Brands Holding Company (HBBHC). Brings financial, legal, human capital, compliance/risk management, and strategic planning expertise; previously served as a director of Vanguard’s Irish-domiciled funds and management company through 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Vanguard Group | Managing Director (retired) | Not disclosed | Senior management responsibilities across portfolio review, strategy, ERM, compliance, info security |
| Vanguard Irish-domiciled funds & management company | Director | Prior to 2020–2022 | Audit committee experience; governance of international funds |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hamilton Beach Brands Holding Company (HBBHC) | Director | Prior to 2020–present | Affiliate company with overlapping board representation |
| Vanguard Charitable | Board Trustee | March 2021–present | Non-profit governance and philanthropy oversight |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; all three core committees (Audit, CHC, NCG) are composed entirely of independent directors .
- Committee assignments and chair roles (2024):
- Audit Review Committee: Member; qualifies as an “audit committee financial expert” (SEC definition) .
- Compensation & Human Capital (CHC) Committee: Chair; CHC Chair presides over non-management director executive sessions .
- Nominating & Corporate Governance (NCG) Committee: Member .
- Executive Committee: Member .
- Attendance & engagement: Board held 4 meetings; all current directors attended more than 75% of Board and assigned committee meetings; independent-director session held May 15, 2024 .
- Governance context: Company may be viewed as a “controlled company” but does not use NYSE governance exemptions; maintains majority-independent board and independent committees .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit Review | Member | 6 | Financial expert; oversight of financial reporting, controls, cybersecurity |
| Compensation & Human Capital | Chair | 4 | Oversees executive and director compensation; human capital programs |
| Nominating & Corporate Governance | Member | 5 | Board composition, independence, ESG oversight |
| Executive | Member | 0 | Acts between Board meetings if needed |
Fixed Compensation
- Structure (standard 2024 schedule): Annual Board retainer $175,000 ($110,000 required in restricted shares); committee retainers: Audit member $8,000; members of other committees $5,000; committee chair retainers: Audit $20,000; CHC $15,000; NCG $10,000; Directors may elect more equity; director shares carry 10-year holding restrictions (fully vested at grant) .
- 2024 compensation (actual):
| Component (2024) | Amount |
|---|---|
| Fees earned or paid in cash | $103,010 |
| Stock awards (grant-date fair value) | $104,299 |
| All other compensation (insurance, matching gifts, etc.) | $8,074 |
| Total | $215,383 |
- Directors’ equity plan terms: Mandatory portion of retainer paid in Class A Common; shares fully vested at grant, subject to 10-year transfer restrictions; additional retainer and fees may be taken in “Voluntary Shares” without restrictions .
Performance Compensation
| Item | Details |
|---|---|
| Performance-linked components | None disclosed for directors; compensation comprised of retainers (cash and restricted shares) with long holding requirements; no options issued under director plan . |
Other Directorships & Interlocks
| Company | Role | Nature of Interlock |
|---|---|---|
| Hamilton Beach Brands Holding Company (HBBHC) | Director | Shared board representation among NC directors; no related-party transactions disclosed regarding Miller . |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards .
- Extensive senior management experience in investment management; competencies in ERM, compliance, information security, portfolio strategy; legal experience as former law firm partner .
- Human capital and compensation governance experience as CHC Committee Chair .
Equity Ownership
| Security | Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Class A Common | 24,240 shares | <1% | Listed under beneficial ownership; no shared voting power disclosed . |
- Hedging/pledging: Hedging transactions are prohibited for directors; pledging of non-restricted shares is not outright prohibited but requires prior approval from the General Counsel (watchpoint) .
- Director share holding requirement: Mandatory director shares generally must be held for 10 years from quarter-end .
Governance Assessment
- Strengths:
- Independent director; chairs CHC and serves on Audit and NCG; recognized audit financial expert—enhances oversight of pay and financial reporting .
- Long holding period on director equity (10 years) and hedging prohibition increase alignment with shareholders .
- Board elected not to use controlled company exemptions; committees fully independent; robust executive-session cadence .
- Watchpoints/RED FLAGS:
- Pledging is permitted with approval (no outright ban), which can weaken alignment if used—monitor Section 16 filings and proxy disclosures for any pledges by directors; none disclosed for Miller in this proxy .
- Broader company-level related-party context: family relationships between the Non-Executive Chairman and CEO; while reviewed under related-person policy, it elevates governance scrutiny across the board (not specifically tied to Miller) .
- CHC consultant independence was assessed; note that another NC director serves on Korn Ferry’s board—Committee found no conflicts, but this is an information-flow interlock to monitor .
- Shareholder signals:
- Continued strong “Say on Pay” support for NEO compensation (approx. 94% approval at 2024 meeting), indicating investor confidence in pay governance overseen by CHC (Miller as Chair) .
Overall, Miller’s committee leadership (CHC Chair), audit expertise, and equity holding requirements support board effectiveness and alignment; monitor pledging approvals and interlocks (HBBHC and Korn Ferry board ties) for potential conflicts or optics issues .