John E. Miller
About John E. Miller
Lieutenant General (Ret.) John E. Miller, age 83, is an independent director of Safe Pro Group Inc. (SPAI) and serves as Chairman of the Compensation Committee. He is a decorated U.S. Army veteran with 34+ years of service, former Commander of the 101st Airborne Division (Air Assault), former Deputy Commanding General of TRADOC, and past Commandant at the U.S. Army Command and General Staff College; post-retirement roles include Regional VP, Oracle Public Sector (1997–2005), Divisional President at L-3 Communications (1997–2005), and President of Miller Analytics, LLC (since 2007). He has served on SPAI’s board since May 28, 2021 and was selected to the U.S. Army Command and General Staff College Hall of Fame in May 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army (TRADOC; CGSC; 101st Airborne) | Deputy Commanding General, TRADOC; Commandant, U.S. Army CGSC; Commander, 101st Airborne Division (Air Assault) | 34+ years; retired prior to 1997 | Led implementation of first digitized C2 system in a combat brigade; academic leadership across 11 Army Schools |
| Oracle Corporation (Public Sector) | Regional Vice President | 1997–2005 | Public sector growth and delivery leadership |
| L-3 Communications | Divisional President | 1997–2005 | Linguist, intelligence analyst, and technical support across 13 countries |
| Miller Analytics, LLC | President/Owner-Consultant | 2007–Present | Federal programs, technology assessment, A&D advisory |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| NextPlat Corp (Nasdaq) | Director | May 2021 – Sep 2024 | E-commerce and healthcare services; service period ended in 2024 |
| Drone Aviation Holding Corp | Director | Dec 2017 – Nov 2019 | Public company directorship |
Board Governance
- Independence and structure: Board has 5 members; 3 are independent. Miller meets Nasdaq independence standards and Rule 10A‑3 for audit committee service .
- Committee assignments:
- Compensation Committee: Chair; members are Miller, Dean, Van Arsdale (all independent) .
- Audit Committee: Member; Dean (Chair), Miller, Van Arsdale; Dean designated audit committee financial expert .
- Nominating & Corporate Governance Committee: Member; Van Arsdale (Chair), Miller, Dean; all independent .
- Engagement signals:
- 2025 Annual Meeting election support: Miller received 7,703,669 votes “For”, 3,483 “Withheld” (no broker non-votes on director items), indicating strong support .
- Audit Committee Report signed by Dean (Chair), Miller, and Van Arsdale, recommending inclusion of audited financials in Form 10‑K .
Fixed Compensation (Director)
| Component | Details |
|---|---|
| Annual Cash Retainer | $48,000 per year (paid quarterly) for non-employee directors |
| Committee Fees | Additional fees for committee membership/chair were approved in concept; specific amounts not yet determined (TBD) |
| Meeting Fees | Not disclosed |
| Reimbursements | Pre‑approved out-of-pocket expenses reimbursed within 30 days |
Performance Compensation (Director)
| Equity Award | Grant Date | Amount/Terms | Vesting |
|---|---|---|---|
| Initial restricted stock award | Not disclosed | One-time grant of 50,000 common shares for each non-employee director | Not disclosed |
| Stock options eligibility | N/A | Eligible for option grants as designated by the Compensation Committee | Not disclosed |
Additional structural terms relevant to alignment and risk:
- Non-employee director annual pay cap: Total compensation (cash + equity grant date value) limited to $500,000 per director per year under the 2025 Plan .
- Repricing prohibited: Options/SARs cannot be repriced without shareholder approval .
- Dividends/DERs: No dividends on options/SARs; dividends on stock awards/units payable only to the extent vested .
- Change-in-control: Committee may accelerate vesting or cash-out awards at fair value at discretion, subject to 409A .
Performance metrics tied to director pay
| Metric | Disclosure |
|---|---|
| Pay metrics (e.g., TSR, revenue, EBITDA) | Not disclosed for director compensation |
Other Directorships & Interlocks
| Overlap/Interlock | Details |
|---|---|
| NextPlat Corp | Miller served as a director (May 2021–Sep 2024); SPAI CFO Theresa Carlise previously served as NextPlat’s Chief Accounting Officer/Secretary & Treasurer (2021–2023), indicating a historical governance/relationship overlap, though no related-party transactions were disclosed tied to this interlock . |
Expertise & Qualifications
- Military and leadership: Former Commander, 101st Airborne; former TRADOC Deputy CG; CGSC Commandant overseeing 11 Army schools .
- Technology and defense sector executive: Oracle Public Sector VP; L‑3 Communications Divisional President .
- Advisory/analytics: President, Miller Analytics, LLC since 2007 .
- Recognition: CGSC Hall of Fame (May 2024) .
- SPAI tenure: Director since May 28, 2021; Compensation Committee Chair .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John E. Miller | 50,000 | <1% (based on 15,172,185 shares outstanding as of Apr 30, 2025) | Matches initial director equity award size; no options listed in beneficial table for Miller . |
Section 16(a) compliance and trading activity
- The company states that, based on review of filings and representations, all directors and officers complied with Section 16(a) filing requirements during 2024 .
- Insider-trades check: No Form 4 transactions for “John E. Miller” in SPAI between 2024-01-01 and 2025-11-20 (insider-trades skill query).
Governance Assessment
- Independence and roles: Miller is independent, chairs the Compensation Committee, and serves on Audit and Nominating & Governance—this concentration supports robust oversight of pay and governance but also centralizes influence; all committees are fully independent .
- Shareholder support: Very strong re-election support in 2025 (7.70M votes “For”, 3.5K “Withheld”) signals investor confidence in his directorship and committee leadership .
- Alignment: Director compensation combines modest fixed cash ($48k) and a one-time 50k-share grant, plus eligibility for options, with a $500k annual cap and anti-repricing protections under the 2025 Plan—favorable shareholder protections that limit pay inflation and risk-taking incentives .
- Conflicts/related-party: Related-party transactions disclosed involve executives and affiliates (e.g., Borkar, Airborne Response) but do not include Miller—no loans, consulting, or family transactions tied to him are disclosed. Insider trading compliance noted for 2024 .
- Interlocks: Historical overlap with NextPlat (Miller as director; SPAI CFO previously served there) warrants awareness of potential information flow, though no SPAI related-party dealings were reported with NextPlat—monitor but no current red flag disclosed .
- Transparency gaps: Committee fee amounts “to be determined” reduces clarity on the director pay mix; no explicit attendance rates disclosed. Consider encouraging disclosure enhancements in future proxies .
RED FLAGS (none material disclosed): No related-party transactions involving Miller; no hedging/pledging disclosures specific to Miller; no equity award repricing permitted by plan; strong election support. Monitoring items: historical NextPlat overlap; finalize and disclose committee fee amounts .