Mark Miller
About Mark E. Miller
Mark E. Miller, 62, is an independent Class III director of Solésence, Inc. (SLSN) serving since July 2023, with a term expiring at the 2027 Annual Meeting . He has held senior leadership roles in personal care and pharmaceutical chemical manufacturing and currently serves as Chief Executive Officer and Board Chair at MetiSense LLC; he also sits on private-company boards for Cupron, Inc. and Curie Co. . Miller holds a JD (University of Illinois Chicago), an MBA (University of Illinois Urbana-Champaign), and a BBA (University of Notre Dame), underpinning strong governance, operational, and legal competency .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nagase Specialty Materials | President & Chief Operating Officer | Not disclosed | Led North American organization; strategic/operational leadership |
| Lonza | Executive roles | Not disclosed | Leadership in chemicals/pharma operations |
| BASF | Executive roles | Not disclosed | Leadership in chemicals operations |
| Business Performance Consultancy | Principal | Not disclosed | Performance improvement advisory |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| MetiSense LLC | Chief Executive Officer and Board Chair | Current |
| Cupron, Inc. | Director (private company) | Current |
| Curie Co. | Director (private company) | Current |
Board Governance
- Committee assignments: Audit and Finance Committee (member), Compensation Committee (member), Nominating and Corporate Governance Committee (member); Audit & Finance Chair is Laura M. Beres; Compensation and Nominating Chairs are R. Janet Whitmore .
- Independence: Board determined Miller is “independent” per SEC/Nasdaq standards; Solésence is a “controlled company” due to Bradford T. Whitmore’s holdings, and relies on a limited Nasdaq exception for Whitmore (non-independent) to chair Compensation and Nominating committees .
- Attendance: Board held 16 meetings in 2024; all directors attended all Board and committee meetings in 2024 except one committee meeting absence by Beres (implying Miller had perfect attendance) .
- Audit oversight: Audit and Finance Committee reviews auditor retention, scope, internal controls, and pre-approves audit/non-audit services; Beres is designated the audit committee financial expert .
Fixed Compensation
| Year | Cash Retainer ($) | Committee/Chair Fees ($) | Meeting Fees ($) | Total Cash ($) |
|---|---|---|---|---|
| 2024 | 18,000 | Not disclosed (none indicated for Miller) | Not disclosed | 18,000 |
- Outside directors are reimbursed for reasonable out-of-pocket expenses .
Performance Compensation
| Grant/Status | Grant Date | Instrument | Shares/Options | Grant-Date Fair Value ($) | Vesting | Outstanding Options (12/31/2024) |
|---|---|---|---|---|---|---|
| Annual outside director grant | 2024-12-31 | Non-qualified stock options | 9,000 | 21,987 | Initial outside director grants typically vest over three years; may accelerate upon board termination | 31,600 (vested + unvested) |
Performance conditions for director compensation are not disclosed; grants are time-based options rather than performance share units. Change-in-control under the Equity Plan: all outstanding options accelerate and become fully exercisable; restrictions on restricted shares lapse; performance shares settled pro rata against target at Committee’s discretion .
Other Directorships & Interlocks
| Entity | Type | Relationship/Note |
|---|---|---|
| Nagase Specialty Materials | Former employer of Miller | Former President & COO; relevant sector overlap with Solésence; highlights network ties |
| Nagase America | Former employer of CFO Laura Riffner | Riffner served as CFO and then Chief Finance & Strategy Officer; underscores potential information-network interlock, not a disclosed related-party transaction |
- No public company directorships disclosed for Miller .
Expertise & Qualifications
- Executive leadership in chemicals, personal care, and life sciences manufacturing; CEO/Board Chair experience (MetiSense LLC) .
- Legal and financial training: JD and MBA; BBA foundation in business administration .
- Sector experience aligning with Solésence’s skin health and advanced materials focus .
Equity Ownership
| Measure | Shares/Options | % of Outstanding |
|---|---|---|
| Beneficial ownership (exercisable within 60 days of 6/30/2025) | 10,866 options | * (<1%) |
| Options outstanding (vested + unvested, 12/31/2024) | 31,600 | N/A |
- Hedging/pledging policy: directors, officers, employees prohibited from pledging company stock and from hedging (collars, swaps, etc.) .
- Ownership guidelines for directors: not disclosed .
Governance Assessment
- Strengths: Independent director status; broad operational expertise; perfect 2024 attendance; active roles on Audit, Compensation, and Nominating committees; strong anti-hedging/anti-pledging policy enhances alignment .
- Risks/RED FLAGS: Controlled company with 71% beneficial ownership by Bradford T. Whitmore and affiliates; non-independent director (Whitmore) chairs Compensation and Nominating committees under limited Nasdaq exception, reducing committee independence; related-party debt facilities with Whitmore affiliates (Beachcorp, Strandler) require vigilant audit committee oversight .
- Process observations: Compensation Committee does not use external compensation consultants and considers management recommendations—watch for pay-setting rigor and independence .
- Compliance note: Late Section 16 filings in early 2025 tied to Dec 31, 2024 annual option grants affected all outside directors including Miller—administrative oversight, not alleged misconduct .
Appendix: Shareholder Support Signals (context)
- 2025 annual meeting results: Equity Compensation Plan approved (56.30M for; 0.21M against; 0.06M abstain); auditors ratified (61.07M for); director nominees elected—suggests investor support for governance framework though committee independence remains a controlled-company caveat .