Ian Miller
About Ian Miller
Ian Miller, age 49, has served on SANUWAVE Health, Inc.’s board since April 2022 and is an independent director designated as Lead Independent Director; he also chairs the Audit Committee and is the board’s audit committee financial expert . He is Executive Vice President at Hoogwegt US, leading a team responsible for over $500 million in annual revenue in global commodity trade, and holds an MBA from Drake University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SANUWAVE Health, Inc. | Independent Director | Apr 2022–present | Audit Committee Chair; Audit Committee Financial Expert |
| SANUWAVE Health, Inc. | Lead Independent Director | As designated under combined CEO/Chair structure (in place since May 2023) | Presides over executive sessions; approves agendas; liaison to CEO |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hoogwegt US | Executive Vice President | Not disclosed | Leads team generating >$500M annual revenue |
| Lone Star Dairy Products (Canyon, TX) | Board representative and supervisor to plant manager | Not disclosed | Oversight of 24/7 high-throughput facility |
Board Governance
- Independence: The board has determined four of five directors are independent; Ian Miller is independent .
- Board leadership: Because the CEO also serves as Chair, Miller is designated Lead Independent Director with responsibilities including presiding over meetings without the Chair, approving agendas/schedules, and acting as liaison between independent directors and CEO .
- Committee assignments:
- Audit Committee: Chair; designated audit committee financial expert .
- Nominating & Corporate Governance Committee: Member .
- Strategy & Finance Committee: Member .
- Compensation Committee: Not a member (current members: Blizard—Chair, Tyler, Bazar) .
- Attendance: In 2024, the board held five meetings; each incumbent director attended at least 75% of board and assigned committee meetings during their service period .
Fixed Compensation
Director pay moved to equity-only in late 2024, replacing cash retainers with quarterly stock options; Audit Committee Chair receives an incremental quarterly option grant. A one-time option grant in Oct 2024 compensated prior board service.
| Component | Details |
|---|---|
| Quarterly director grant | Stock options with grant-date fair value of $20,000 per quarter (effective Oct 2024); options vest immediately, subject to continued service . |
| Audit Chair incremental grant | Additional stock options of $2,500 per quarter; vest immediately, subject to continued service . |
| One-time catch-up grant | Additional one-time stock option grant in Oct 2024 with grant-date fair value of $352,000 for past board service; vests quarterly over 3 years . |
Director compensation table (FY2024):
| Director | Cash Fees ($000s) | Option Awards ($000s) |
|---|---|---|
| Ian Miller | $0 | $375 |
Performance Compensation
| Performance Metric Tied to Director Pay | FY2024 |
|---|---|
| Metrics tied to director grants | None disclosed; director compensation consisted of time-based option awards (quarterly immediate vest; one-time grant vests over time) . |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Ian Miller in the director biographies and board tables . |
| Interlocks/related parties | Related party transactions disclosed do not list Ian Miller; transactions primarily involve certain officers/directors and significant holders (e.g., Manchester/Opaleye) . |
Expertise & Qualifications
- Audit committee financial expert designation by the board .
- Two decades of commercial leadership with emphasis on structured growth, operational execution, and international supply chain management .
- MBA (Drake University) .
- Lead Independent Director experience and responsibilities .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Outstanding | Included Options within 60 days |
|---|---|---|---|
| Ian Miller | 64,265 | <1% (denoted “*” in table) | 15,839 |
Policy alignment:
- Insider trading policy prohibits pledging, margin purchases, short sales, and hedging transactions by directors and executive officers .
Insider Trades and Section 16 Compliance
| Person | Late Reports | Late Transactions | Source |
|---|---|---|---|
| Ian Miller | 8 | 16 | Company’s Section 16(a) delinquency disclosure |
RED FLAG: Multiple late Section 16 filings for Mr. Miller (8 reports covering 16 transactions) indicate a compliance lapse that investors may scrutinize, particularly given his Audit Chair role .
Related Party Transactions (Conflict Review)
- The proxy’s related party transactions section enumerates financings and exchanges involving certain directors, officers, and major holders; Ian Miller is not identified among participants in these transactions .
- The Audit Committee reviews and must approve related party transactions under its charter .
Governance Assessment
-
Positives:
- Strong independence and board leadership signal: Lead Independent Director with defined responsibilities enhances independent oversight .
- Financial oversight credentials: Audit Committee Chair and audit committee financial expert designation are positive for board effectiveness .
- High equity mix in director pay aligns incentives with shareholders (quarterly option grants; no cash fees since Oct 2024) .
- Prohibitions on pledging/hedging support alignment and risk control .
-
Watch items / Red flags:
- Section 16(a) delinquency (8 reports/16 transactions) is a compliance red flag for a sitting Audit Chair and may draw investor scrutiny on governance rigor .
- Company-level audit and control context: Recent auditor transitions and previously disclosed material weaknesses in internal control (as referenced in changes in auditors) heighten the importance of Audit Committee oversight under Miller’s chairmanship .
-
Attendance/Engagement:
- Each incumbent director, including Miller, attended at least 75% of meetings of the board and committees on which they served in 2024, meeting standard expectations .
-
Compensation Committee Independence:
- Miller does not sit on the Compensation Committee (members: Blizard—Chair, Tyler, Bazar), limiting potential conflicts in executive pay decisions .
Director Compensation (FY2024) – Detail for Ian Miller
| Element | Amount/Terms |
|---|---|
| Cash retainer | $0 (post-structure change in Oct 2024) . |
| Options – quarterly standard | $20,000 grant-date fair value per quarter; immediate vesting . |
| Options – Audit Chair incremental | $2,500 grant-date fair value per quarter; immediate vesting . |
| One-time option grant (Oct 2024) | $352,000 grant-date fair value; vests quarterly over 3 years . |
| Total option awards recognized FY2024 | $375,000 . |
Summary
- Ian Miller brings supply chain/commercial expertise and serves as independent Lead Director and Audit Chair/audit financial expert—positive for oversight and board effectiveness .
- Equity-heavy director pay and anti-hedging/pledging policy support alignment, but Section 16 delinquency is a notable governance red flag requiring remediation and improved reporting controls under his audit oversight .