Phillip Miller
About Phillip M. Miller
Independent trustee of Pebblebrook Hotel Trust since May 2011; age 72. Background in global payments and financial services: President & CEO of Miller Management Group LLC since September 2018, prior senior roles at First Data, MasterCard Advisors, GE Money, Citibank, and Chase Merchant Services. Education: B.S. in Marketing and MBA in International Business & Finance (American University); Kellogg Certificate in Corporate Governance. Independent under NYSE standards and attended 100% of Board meetings in 2024; Board independence and attendance reaffirmed in 2025. Committee memberships: Compensation; Nominating & Corporate Governance; ESG/CSR committee member (ESG chair in 2024; CSR member in 2025).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Miller Management Group LLC | President & CEO | Since Sep 2018 | Financial services/payments advisory; industry expertise leveraged in ESG/CSR oversight |
| First Data Corporation | SVP, Global Payment Relations & Sponsorships | Sep 2015 – Sep 2018 | Managed global payment networks and bank sponsors |
| MasterCard Advisors | Global Solutions Leader; SVP & Group Head; Global Head – Acquiring Knowledge Center | 2005 – Sep 2015 | Led e‑commerce and retail market development; payments thought leadership |
| Teleglobal International, LTD | Executive Chairman | 2002 – 2005 | Stored‑value online payments product oversight |
| Chase Merchant Services (JPM) | President & CEO | 2001 – 2002 | Ran merchant acquiring division |
| GE Money | SVP, Global Head of Marketing, Strategic Planning & Product Development | 1995 – 2001 | Consumer finance product strategy |
| Citibank International Private Banking | VP, International Product Development & Marketing | 1985 – 1995 | Product and marketing leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miller Management Group LLC | President & CEO | Since Sep 2018 | Private advisory; no PEB-related transactions disclosed |
Board Governance
- Independence: Determined independent; 6 of 7 trustees were independent in 2024–2025 (86%).
- Committee assignments: Compensation Committee member; Nominating & Corporate Governance Committee member; ESG/CSR committee contributor (2024 ESG chair; 2025 CSR member under Nominating & Corporate Governance oversight).
- Attendance: 2024 Board met 4 times; Miller attended 100% of Board meetings. Committees met 4 times; no member attended <75%.
- Shareholder engagement: Board maintains proxy access and bylaw amendment rights, majority voting and regular executive sessions with Lead Trustee.
- Policies: Prohibitions on hedging and pledging (with grandfathered exceptions); robust clawback compliant with SEC Rule 10D‑1/NYSE.
Fixed Compensation (Director)
| Year | Annual Retainer (Cash) | Committee Chair Fees | Payment Election | Share Issuance (Count @ Avg Price) | Total |
|---|---|---|---|---|---|
| 2024 | $155,000 | None | 50% in Common Shares | 5,664 shares @ $13.68 | $155,000 |
| 2023 | $155,000 | None | 50% in Common Shares | 4,941 shares @ $15.69 | $155,000 |
- Program features: No meeting fees; trustees receive at least 50% of fees in equity (option to elect up to 100%); one‑time grant of 2,500 restricted shares upon joining; ownership guideline of 3× annual compensation (all trustees compliant as of year‑end 2024).
Performance Compensation (Director)
| Component | Structure | Metrics | Notes |
|---|---|---|---|
| Equity Grants | Annual director equity (Common Shares) | None | Director equity is not performance‑based; no options; no meeting fees. |
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None disclosed | Public company | — | No current public company boards for Miller reported in PEB proxy; reduces potential interlocks. |
Expertise & Qualifications
- Deep payments/financial services operator; marketing and product strategy across global banks/processors.
- ESG/CSR governance contributor (ESG chair 2024; CSR committee member 2025).
- Corporate governance credentials: Kellogg boardroom effectiveness certificate.
Equity Ownership
| Item | Value |
|---|---|
| Common Shares/LTIP Units Beneficially Owned | 18,762 shares |
| Ownership % of Outstanding Shares | ~0.016% (18,762 / 118,685,166) |
| Shares Pledged/Hypothecated | 6,500 shares in margin account, grandfathered under no‑pledging policy (RED FLAG) |
| Director Ownership Guideline | 3× annual compensation; all trustees compliant as of 12/31/2024 |
Shareholder Voting Signals
| Item | Votes For | Votes Against | Abstentions | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 Election – Phillip M. Miller | 101,595,570 | 9,642,495 | 3,912 | 2,439,170 |
| 2024 Say‑on‑Pay | 98,886,246 | 12,347,744 | 7,987 | 2,439,170 |
- Interpretation: Strong support for Miller’s election and management’s pay program in 2024, indicating investor confidence in governance and oversight.
Governance Assessment
- Strengths:
- Independent, seasoned operator in payments/financial services; relevant to audit of operating partners and oversight of compensation risk.
- Active in ESG/CSR governance; alignment with company sustainability-linked goals embedded in executive incentives.
- Director pay biased to equity; meets ownership guidelines; enhances alignment.
- Board policies: majority voting, proxy access, clawback, hedging ban—shareholder-friendly.
- RED FLAGS / Monitoring:
- 6,500 shares held in a margin account (pledged collateral) under grandfathered exception to no‑pledging policy—monitor leverage risk and potential forced sales in volatility.
- Overall view: High board effectiveness and investor-aligned structures; the margin pledge exception is a discrete governance risk to track but mitigated by small size relative to total shares and strong policy framework elsewhere.