Daniela Mielke
PROG HoldingsAbout Daniela Mielke
Independent director at PROG Holdings (PRG) since November 2024; age 59. She serves on the Audit Committee and is deemed independent under NYSE rules. Background spans 25+ years in digital payments, fintech, and e‑commerce, including senior roles at Visa, PayPal, Vantiv, and as North America CEO of RS2; she is Managing Partner of Commerce Technology Advisors, LLC (founded April 2016), advising on building payments businesses and AI-driven growth. Current and prior public boards include WisdomTree, Inc. (current), Nuvei (2020–Nov 2024, went private), and The Bancorp, Inc. (2019–Nov 2024).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Commerce Technology Advisors, LLC | Managing Partner | April 2016–present | Advises technology, financial services, and PE firms on payments, inorganic/organic growth, and AI applications |
| RS2 Inc. (North America) | CEO | 2018–2020 | Led NA operations for a global payments processor |
| Vantiv, Inc. | Senior strategic roles (payments) | Not disclosed | Digital payments strategy and growth experience |
| PayPal Holdings, Inc. | Senior strategic roles (payments) | Not disclosed | Digital payments and e‑commerce operating experience |
| Visa International | Senior strategic roles (payments) | Not disclosed | Global payments strategy and product expertise |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| WisdomTree, Inc. | Director | Current | ETF/product sponsor and asset manager |
| Nuvei | Director | 2020–Nov 2024 | Global payment technology; board service ended when company went private |
| The Bancorp, Inc. | Director | 2019–Nov 2024 | Banking solutions for non-bank financial companies |
Board Governance
- Independence: Board affirms independence of all directors except CEO Steven Michaels and special adviser Curtis Doman (Mielke is independent).
- Committees: Audit Committee member; Audit met 8 times in FY2024. Audit members are independent and financially literate; “financial expert” designees are Day, Curling, and Julian (not Mielke).
- Appointment/attendance: Appointed to Board and Audit Committee in November 2024; all directors met ≥75% attendance of Board/committees during their service in 2024. Audit Committee reported 100% attendance for 2024 except for newly appointed Julian and Mielke (appointed Nov 2024).
- Board structure: Independent Chairman (Ray Robinson); no Lead Director needed given independent Chair. Non‑management directors meet frequently in executive session.
Fixed Compensation
| Element | PRG Structure | Daniela Mielke – 2024 Actual |
|---|---|---|
| Annual cash retainer | $100,000 cash for non‑employee directors; additional chair retainers: Audit $30,000; Comp & HC $25,000; Nominating $20,000. Directors may elect to defer cash fees. | $13,333 cash fees (partial year service starting Nov 2024). |
| Equity retainer | $150,000 in RSUs, generally vests one year after grant. | $150,000 RSU grant in Nov 2024; 3,109 RSUs unvested as of 12/31/2024. |
| Meeting fees | None disclosed (not part of program). | N/A |
| Chair fees | As above (not applicable to Mielke). | N/A |
Performance Compensation
| Performance-linked elements for directors | Status |
|---|---|
| Performance metrics tied to director pay (e.g., EBITDA, TSR) | None. Director equity is time-based RSUs that generally vest after one year. |
Other Directorships & Interlocks
- Current public boards: WisdomTree, Inc. (director).
- Prior public boards: Nuvei (2020–Nov 2024, went private), The Bancorp, Inc. (2019–Nov 2024).
- Interlocks/conflicts: PRG discloses no related party transactions since Jan 1, 2024 requiring disclosure; Audit Committee oversees related-party approvals. No board-level interlocks with PRG disclosed.
- PRG governance limits: Directors may serve on no more than four other public company boards (stricter if serving as a public-company CEO).
Expertise & Qualifications
- Domain expertise: Digital payments, fintech, e‑commerce; experience building payment businesses and applying AI to growth strategies.
- Board skills: Public company board experience; risk/compliance oversight through Audit Committee service.
- Credentials summary: 25+ years in payments and technology leadership; prior executive roles at Visa, PayPal, Vantiv; CEO experience at RS2 NA; strategic advisory through Commerce Technology Advisors.
Equity Ownership
| Category | Detail |
|---|---|
| Beneficial ownership (PRG common) | 0 shares beneficially owned as of March 10, 2025 (less than 1%). |
| Unvested RSUs | 3,109 RSUs outstanding as of 12/31/2024 from November 2024 grant; generally one‑year vesting. |
| Pledged/hedged shares | Company policy prohibits hedging and pledging by officers and directors. |
| Director ownership guideline | Each director expected to own ≥$400,000 in stock/stock equivalents within 4 years of joining; as of 12/31/2024, all directors were in compliance with guideline requirements. |
Governance Assessment
- Strengths
- Independent director with deep payments/fintech operating expertise directly relevant to PRG’s lease-to-own and BNPL ecosystem; Audit Committee membership supports financial and risk oversight.
- Clean related-party profile; no related party transactions disclosed in 2024; robust Audit Committee oversight of related parties and compliance.
- Strong board governance practices: independent chair; frequent executive sessions; director ownership guidelines; anti‑hedging/pledging policy.
- Say‑on‑pay shareholder support at 94% in prior year indicates broad investor confidence in compensation governance.
- Watch items / potential red flags
- Alignment ramp: as a newly appointed director, she reported no beneficially owned shares as of 3/10/2025; however, she holds unvested RSUs from her initial grant and is within the four-year window to meet ownership guidelines.
- Not designated an “audit committee financial expert”; however, the committee includes multiple designated financial experts.
Director Compensation (2024)
| Metric | Amount |
|---|---|
| Cash fees (partial year) | $13,333 |
| Stock awards (grant-date fair value) | $150,000 |
| Total | $163,333 |
| RSUs outstanding at 12/31/2024 | 3,109 units |
| Vesting cadence | Director RSUs generally vest one year after grant. |
Board Governance Details
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee – Member |
| Committee chairs | None (Audit Chair: Cynthia Day) |
| Attendance | All directors met ≥75% attendance of Board/committee meetings during their service in 2024; Audit Committee reported 100% attendance except newly appointed Julian and Mielke. |
| Years of PRG board service | Director since November 2024. |
| Executive sessions | Non‑management/independent directors meet frequently in executive session. |
Related-Party & Conflicts Check
- Policy: Audit Committee pre‑approves related‑party transactions; Code of Conduct requires Audit Committee approval for potential conflicts.
- Disclosures: No related‑party transactions requiring disclosure since Jan 1, 2024 (beyond standard compensation arrangements).