John Miller
About John P. Miller
John P. Miller, age 67, is Spruce Power’s Independent Lead Director and Audit Committee Chair; he has served on the Board since March 2022 and is designated an “audit committee financial expert” under SEC rules . He brings over 40 years of executive management experience, including CEO of Power Solutions International (2017–2021) and senior operational and financial roles at Navistar (2008–2016) . Miller currently presides over executive sessions of non-management directors as Lead Independent Director, reinforcing board independence and oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Power Solutions International (PSIX) | Chief Executive Officer | 2017–2021 | Led operations of emission-certified engines and power systems; experience cited as valuable for Board strategy |
| Navistar International | Senior operational and financial roles; incl. SVP Operations and Corporate Finance | 2008–2016 | Financial and operational management experience; supports audit and strategic oversight |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Capstone Green Energy Holdings, Inc. (OTC: CGEH) | Director | Feb 2024 | Board role noted; Capstone provides EaaS and microgrid solutions |
Board Governance
- Classification and tenure: Class A Director; term runs to 2027 annual meeting; first appointed March 2022 .
- Independence: Determined to be independent under NYSE standards; serves as Independent Lead Director .
- Lead Independent Director: Presides over executive sessions of non-management directors held several times annually .
- Committee roles:
- Audit Committee Chair (current): Members: John P. Miller (Chair), Jonathan J. Ledecky, Clara Nagy McBane; Miller is the SEC-defined audit committee financial expert .
- Compensation Committee member: The Compensation Committee included Miller in 2023 and 2024; chaired by Kevin Griffin in 2024 .
- Attendance: In FY2024, Board held 10 meetings; all directors attended >75% of Board and applicable committee meetings; four directors attended the 2024 annual meeting . FY2023: Board held 11 meetings; no director <75% attendance . FY2022: Board held 18 meetings; no director <75% attendance .
Fixed Compensation
- Program structure (non-employee directors): Annual cash retainer $50,000; Board Chair additional $20,000; committee member retainers—Audit $10,000, Compensation $7,500, Nominating $5,000; committee chair retainers—Audit $20,000, Compensation $15,000, Nominating $10,000; paid quarterly in arrears .
- Annual equity award: $150,000 in RSUs; Board Chair receives additional $25,000 in RSUs; awards granted at the annual meeting and vest 100% on the first anniversary .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees earned or paid in cash ($) | $92,500 | $102,500 | $120,751 |
| Stock awards ($) | $375,000 | $150,084 | $150,002 |
| Total ($) | $467,500 | $252,584 | $270,753 |
Performance Compensation
- Director equity awards are time-based RSUs (no disclosed performance metrics for director grants); initial grants for new directors are 150% of the annual equity award, vesting equally over three years .
| Equity Grant Detail | FY 2024 |
|---|---|
| RSU grant date | Aug 12, 2024 |
| Grant-date fair value ($) | $150,002 |
| Vesting | 100% on first anniversary of grant date |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Notes |
|---|---|---|
| Capstone Green Energy Holdings, Inc. | Current public company directorship | Energy technology/EaaS sector; no SPRU-related transactions disclosed |
Expertise & Qualifications
- Audit Committee Financial Expert under SEC rules, financially literate; long-tenured operating and finance leadership in transportation/manufacturing .
- Strategic planning and financial management expertise highlighted by the Board as valuable for short- and long-term growth strategy deliberations .
Equity Ownership
| Item | As of | Amount/Status |
|---|---|---|
| Shares beneficially owned | May 13, 2025 | 80,594 shares; <1% of outstanding |
| Unvested RSUs | Dec 31, 2024 | 54,281 unvested RSUs |
| Options (exercisable) | Dec 31, 2024 | None disclosed for Miller; options disclosed for certain other directors only |
| Pledged or hedged shares | Policy status | Company Insider Trading Policy prohibits pledging/hedging; no pledging disclosed for Miller |
Say-on-Pay & Shareholder Feedback
| Proposal | For | Against | Abstain | Broker Non-Votes | Meeting Date |
|---|---|---|---|---|---|
| Advisory vote on executive compensation | 2,873,010 | 1,216,162 | 59,155 | 6,683,279 | Jun 24, 2025 |
| Advisory vote on executive compensation | 2,801,952 | 2,691,268 | 63,455 | 5,565,463 | Aug 12, 2024 |
| Advisory vote on executive compensation | 46,883,312 | 9,776,641 | 695,613 | 36,548,208 | May 25, 2023 |
Related Party Transactions and Conflicts
- Policy: Audit Committee/Board must review and approve related person transactions ≥$120,000; assessment includes fairness, independence impact, and third-party comparables .
- Disclosures: Company reports no related person transactions requiring disclosure; no Miller-specific related party exposure reported .
Compensation Committee Analysis (Context)
- Compensation Committee met five times in FY2024; responsibilities include overseeing director compensation, executive goals/metrics, plan administration, and use of an independent compensation consultant; policies include anti-hedging/anti-pledging and double-trigger change-in-control vesting for executives; no tax gross-ups .
Governance Assessment
- Positive signals:
- Independent Lead Director presiding over executive sessions without management; strengthens board oversight .
- Audit Committee Chair and SEC-defined financial expert; enhances financial reporting and controls oversight .
- Consistent attendance above 75% and robust committee activity; indicates engagement .
- No related person transactions disclosed; Insider Trading Policy prohibits pledging/hedging .
- Monitoring points:
- Equity ownership is <1% of outstanding shares; alignment relies on annual RSU grants rather than significant personal holdings .
- Director equity awards are time-based RSUs (no disclosed director performance metrics); pay-for-performance linkage at director level is limited by design .
Overall, Miller’s leadership as Independent Lead Director and Audit Chair, combined with independence and attendance, supports board effectiveness, with no disclosed conflicts or related-party exposures; ownership alignment is primarily via RSUs rather than substantial personal holdings .