Tammy Miller
About Tammy J. Miller
Tammy J. Miller, 65, joined SkyWater’s Board in March 2025 as an independent director. She is a CPA and former Lieutenant Governor of North Dakota (Jan 2023–Dec 2024), previously serving as Chief Operating Officer of the Governor’s Office (Apr 2020–Jan 2023) and earlier as CEO and Chair of Border States Electric from 2006 to March 2020. She holds a B.S. in Accounting and an MBA from Minnesota State University Moorhead, and spent eight years in public accounting early in her career .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of North Dakota | Lieutenant Governor | Jan 2023 – Dec 2024 | Senior leadership; public sector policy experience |
| State of North Dakota, Governor’s Office | Chief Operating Officer | Apr 2020 – Jan 2023 | State operations and policy execution |
| Border States Electric | Chief Executive Officer and Chair | 2006 – Mar 2020 | Led a large electrical equipment distributor; prior finance and operating roles |
| Border States Electric | Controller; VP Finance; EVP; Regional GM; President | 1991 – 2006 | Progressive leadership across finance and operations |
| Public Accounting Firms | Certified Public Accountant | Early career (8 years) | Financial reporting/audit expertise |
External Roles
| Category | Details |
|---|---|
| Other public company directorships | None disclosed in SKYT’s proxy biography |
Board Governance
- Independence: The Board determined Ms. Miller is independent under Nasdaq rules .
- Committee assignments: Audit Committee member; Compensation Committee member (not chair) .
- Audit Committee qualifications: All members meet Nasdaq/SEC financial literacy requirements; designated audit committee financial experts are Goetz, Graves, and LaFrence (not Miller) .
- Attendance/engagement: The Board held 8 meetings in 2024; non‑employee directors held 6 executive sessions. Each director then serving attended at least 75% of Board/committee meetings in 2024; directors are expected to attend the annual meeting (full attendance in 2024) . Note: Ms. Miller joined in 2025, so 2024 attendance data pre-dates her appointment.
Board activity snapshot (FY2024):
| Activity | Frequency |
|---|---|
| Board meetings | 8 |
| Executive sessions (non-employee directors) | 6 |
| Audit Committee meetings | 10 |
| Nominating & Corporate Governance Committee meetings | 4 |
| Risk Management Committee meetings | 2 |
Fixed Compensation
SkyWater’s non‑employee director program (2024 structure, applicable on a pro‑rated basis for Ms. Miller beginning Mar 31, 2025 per 8‑K):
| Element | Amount |
|---|---|
| Annual Board Cash Retainer | $75,000 |
| Audit Committee Member Fee | $10,000 |
| Compensation Committee Member Fee | $8,000 |
| Audit Committee Chair | $20,000 (not applicable to Miller) |
| Compensation Committee Chair | $15,000 (not applicable to Miller) |
| Board Chair | $100,000 (not applicable to Miller) |
| Pro‑ration | Ms. Miller’s compensation pro‑rated from 3/31/2025 |
Notes:
- Ms. Miller received no FY2024 director compensation because she joined in March 2025 (post‑FY2024) .
Performance Compensation
| Equity Component | Grant Value | Form | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual equity grant (upon election/re‑election) | $100,000 | RSUs | Vest immediately prior to the next annual meeting; continued service required; death/disability accelerated | None; time‑based only |
| Pro‑ration for 2025 service | Pro‑rated per policy | RSUs | Same vesting mechanics | None; time‑based only |
No director performance metrics (e.g., revenue/EBITDA/TSR) are tied to director equity; awards are time‑vested RSUs .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Public company boards (current) | None disclosed in SKYT proxy biography |
| Committee roles at other public companies | Not disclosed |
| Interlocks with SKYT competitors/suppliers/customers | None disclosed for Ms. Miller; Item 404(a) confirms no related transactions for her appointment |
Expertise & Qualifications
- CPA with eight years in public accounting; extensive finance and operating leadership, including CEO/Chair experience (Border States Electric) .
- Public sector leadership and policy experience (Lieutenant Governor; COO of Governor’s Office, North Dakota) .
- Education: B.S. in Accounting; MBA (Minnesota State University Moorhead) .
- Board-level skills: accounting/finance literacy, operating execution, and policy/government interface—valued for Audit and Compensation oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Record Date Mar 24, 2025) | “—” shares; less than 1% |
| Shares outstanding (Record Date) | 48,034,573 |
| Vested/unvested breakdown | Not applicable at FY2024 year‑end; Ms. Miller joined Mar 2025 (post‑FY2024 RSU table) |
| Hedging/pledging | Prohibited for directors (no margin or pledging; no hedging/monetization) |
| Stock ownership guidelines | Non‑employee directors: 5x Board annual retainer; comply within 5 years |
| Compliance status | New director; under 5‑year period to meet guideline |
Governance Assessment
- Strengths for investor confidence:
- Independence confirmed; appointments to Audit and Compensation—two key oversight committees .
- Financial literacy for Audit; deep operating and finance background; public sector policy experience useful for government‑linked programs and risk oversight .
- Strong alignment policies: director ownership guideline (5x retainer) and strict anti‑hedging/pledging policy .
- Watch items:
- New appointee with minimal company‑specific track record; beneficial ownership at appointment is effectively de‑minimis—expected to build under ownership guidelines and annual RSUs .
- Board‑level related‑party exposure exists with Oxbow affiliates (sale‑leaseback, consulting, support agreement). While not tied to Ms. Miller and subject to independent oversight, it remains a governance risk to monitor at the Audit and Nominating committees .
- Conflicts/related‑party status:
- Company disclosed no Item 404(a) related‑party transactions for Ms. Miller at appointment; standard indemnification agreement applies .
RED FLAGS: None specific to Ms. Miller identified. Board‑level related‑party transactions with Oxbow affiliates are ongoing governance risks (not attributable to Miller), requiring continued independent committee oversight .