Bradley Miller
General Counsel, Chief Risk Officer, and Corporate Secretary at 
Priority Technology Holdings
Priority Technology HoldingsExecutive
About Bradley Miller
Bradley J. Miller is Priority Technology Holdings’ General Counsel, Chief Risk Officer, and Corporate Secretary, serving since February 2020 (tenure ~5+ years). He is 54 years old, with 25+ years of legal and financial industry experience; prior roles include EVP, General Counsel, and Chief Risk Officer at United Community Banks (UCBI) and an early career at Kilpatrick Stockton LLP (now Kilpatrick Townsend LLP) focused on litigation, privacy, and regulatory matters. His remit covers all facets of Priority’s legal, risk, and compliance functions, and he serves as inspector of election at annual meetings; specific TSR, revenue growth, or EBITDA performance metrics for his role are not disclosed in proxies.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| United Community Banks, Inc. (UCBI) | EVP, General Counsel & Chief Risk Officer | 12+ years | Oversight of all legal, compliance, and enterprise risk functions |
| Kilpatrick Stockton LLP (now Kilpatrick Townsend LLP) | Associate | Not disclosed | Consumer/commercial litigation, privacy, and regulatory matters |
External Roles
No public company directorships or external board roles are disclosed for Miller in PRTH proxies.
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 |
|---|---|---|---|
| Base Salary ($) | $323,462 | $359,615 | $375,000 |
| Target Bonus (%) | — | Up to 50% of base salary | Up to 50% of base salary |
| Actual Bonus Paid ($) | $162,500 | $178,125 | $187,500 |
| All Other ($) | $10,600 | $12,200 | $13,200 |
| Total Compensation ($) | $496,562 | $1,621,940 | $575,700 |
Performance Compensation
| Component | Weighting | Target | Actual | Payout Form | Vesting |
|---|---|---|---|---|---|
| Discretionary Annual Bonus (2022) | n/a | Up to 50% of base salary | $178,125 | Cash | Immediate (cash) |
| Discretionary Annual Bonus (2023) | n/a | Up to 50% of base salary | $187,500 | Cash | Immediate (cash) |
| RSU Grant (Equity LT Incentive, 2022) | n/a | n/a | Grant-date fair value $1,072,000 | Equity (RSUs) | 3-year equal annual vesting on anniversary dates; 200,000 RSUs granted on April 15, 2022 |
Equity Ownership & Alignment
- Policies: PRTH maintains clawback, anti-hedging, and anti-pledging policies; stock ownership requirements; net share retention ratio; and net hold requirements on equity grants. Insider Trading Policy is posted and referenced in the 10-K exhibit.
- Late Section 16 filings: Miller had late Form 4s in 2023 (1), 2024 (2), and 2025 (2); all subsequently filed.
Beneficial Ownership (Record Dates)
| Metric | 2024 Record (FY2023 Proxy) | 2025 Record (FY2024 Proxy) |
|---|---|---|
| Shares Beneficially Owned (#) | 244,479 | 291,319 |
| Ownership % of Outstanding | <1% (out of 75,792,939 shares) | <1% (out of 79,753,476 shares) |
Vested vs Unvested (Outstanding at Year-End 2023)
| Category | Shares |
|---|---|
| Unvested RSUs Outstanding (YE 2023) | 133,332 |
| Grant Attribution | 200,000 RSUs granted April 15, 2022; equal annual vesting over 3 years |
| Options Outstanding | None disclosed |
Employment Terms
- Start Date & Role: General Counsel, Chief Risk Officer, and Corporate Secretary since February 2020.
- Contract terms, severance, change-of-control, non-compete, non-solicit, garden leave, and post-termination arrangements: Not disclosed in the cited proxies or 8-Ks.
- Governance responsibilities: Inspector of election for annual meetings.
- Policies applicable: Clawback, anti-hedging, anti-pledging; stock ownership requirements; net share retention and net hold requirements; Insider Trading Policy referenced in filings.
Compensation Structure Analysis
- Mix shift and front-loaded equity: 2022 featured a large RSU grant (200,000 RSUs; $1.072M fair value), while 2023 compensation was primarily cash (salary + discretionary bonus) with no new equity disclosed for Miller as NEO. This suggests front-loading of equity with subsequent years relying on vesting rather than new grants.
- No options: Options are not present in Miller’s outstanding equity awards disclosures, consistent with PRTH’s recent shift toward RSUs for executives.
- Performance linkage: Miller’s annual bonus is discretionary with a target up to 50% of base salary; no explicit operational metric weighting (e.g., revenue, EBITDA) disclosed for his role.
- Policy strength: Clawback and anti-pledging/hedging policies reduce misalignment risks; ownership requirements and net-hold expectations further align long-term interests.
Performance & Track Record
- Role impact: Miller oversees legal, compliance, and enterprise risk; proxies do not attribute company TSR, revenue, or EBITDA growth directly to his role.
- Company scale context (CEO bio): Priority processes ~$130B in annual transaction activity and administers ~$1.2B in account balances as of March 2024 Nilson reference; not specifically tied to Miller’s KPIs.
- Risk indicator: Repeated late Section 16 filings across years—administrative weakness to monitor.
Investment Implications
- Alignment: Anti-pledging/hedging and ownership/hold policies, plus multi-year RSU vesting, create alignment and limit immediate selling pressure; monitor vest anniversaries from the April 15, 2022 grant for incremental liquidity events.
- Retention risk: Front-loaded RSUs vest over three years (2022–2025); as vesting completes, retention levers shift toward cash bonuses unless new equity grants are issued—watch future proxies and Form 4s.
- Trading signals: Track Form 4 activity around annual vest dates; late filings historically occurred—timely reporting improvements would be a governance positive.
- Data gaps: Lack of disclosed severance/change-of-control terms and specific performance metric weighting for Miller constrains pay-for-performance assessment; investors should request clarity on contractual economics and metric frameworks for legal/risk leadership.