Thomas Millner
About Thomas Millner
Independent director since 2020 (years of service: 5) and current Chair of the Audit Committee. Age 71 as of April 11, 2025. Former CEO of Cabela’s (2009–2017) and Remington Arms (1994–2009), with extensive merchandising, multichannel operations, and audit oversight credentials; designated a financial expert by the Board. Independent under NI 52-110; board held nine meetings in 2024 and each director attended at least 75% of Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cabela’s | Chief Executive Officer | 2009–2017 | Led direct marketer and specialty retailer; multistate operational leadership |
| Remington Arms Company | President & CEO | 1994–2009 | Executive leadership at U.S. firearms and ammunition manufacturer |
| Best Buy | Director; Audit Committee Chair | 2014–2023 | Chaired audit oversight at multinational retailer |
| Stanley Furniture | Director; Audit Committee Chair | 2001–2008 | Audit oversight at furniture manufacturer/retailer |
| Total Wine & More | Director | 2015–2019 | Board role at large private alcohol retailer |
| Menards | Director | 2017–2019 | Board role at private home improvement company |
External Roles
| Organization | Role | Current/Prior | Notes |
|---|---|---|---|
| Best Buy | Director; Audit Chair | Prior (ended 2023) | Public company, audit leadership |
| Stanley Furniture | Director; Audit Chair | Prior (ended 2008) | Public company, audit leadership |
| Total Wine & More | Director | Prior (ended 2019) | Private company |
| Menards | Director | Prior (ended 2019) | Private company |
Board Governance
- Committee assignments: Audit Committee Chair; member, Nominating & Corporate Governance Committee. Audit Committee members are independent and financially literate; Millner designated a financial expert. Audit Committee held nine meetings in 2024; Board held nine; each director attended at least 75% of Board/committee meetings.
- Independence: Independent under NI 52-110; Lead Independent Director is Peter Healy; independent directors meet in executive session.
- Related-party oversight: Nominating & Corporate Governance Committee reviews related-party transactions.
- Annual meeting format: Virtual with no live Q&A; technical support available; shareholders may communicate outside the meeting via Corporate Secretary.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Program-level retainer effective 2024 |
| Audit Committee Chair fee | $20,000 | Program-level chair fee |
| Total fees earned (cash) | $95,000 | Reported for Millner in 2024 director compensation table |
Performance Compensation
| Equity Element (2024) | Quantity | Grant Date Fair Value (USD) | Vesting/Settlement |
|---|---|---|---|
| RSUs | 7,500 | $75,000 | As of Dec 31, 2024, RSUs vested but settlement deferred (except Alvarez); program grants annually |
| Stock Options | 13,580 | $68,036 | As of Dec 31, 2024, all director options vested; annual grants under program |
No performance metrics are tied to director compensation; program comprises fixed retainers plus annual equity grants (50% options, 50% RSUs) with stock ownership guidelines at 3x cash retainer.
Other Directorships & Interlocks
- Current public company boards: None disclosed for Millner (skills matrix shows only one current public company board among nominees, not Millner).
- Compensation committee interlocks: None; Trulieve Compensation & HR Committee members were independent non-employees and no reciprocal interlocks disclosed.
Expertise & Qualifications
- Designated audit financial expert; deep retail, merchandising, and multichannel operations experience; significant audit chair history at large public companies.
Equity Ownership
| Measure (as of Apr 24, 2025) | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Subordinate Voting Shares) | 106,873 | Includes options exercisable within 60 days; less than 1% ownership |
| Options exercisable within 60 days | 95,381 | Included in beneficial ownership |
| Deferred RSUs (settlement upon trigger) | 19,003 | Settlement not later than 30 days after earlier of separation, qualifying change in control, or award anniversary (Dec 1, 2030/2031) |
- Hedging/pledging: Hedging prohibited for directors under Insider Trading Policy; no pledging disclosed.
Governance Assessment
- Strengths: Independent audit chair with prior audit leadership at large-cap retailers; designated financial expert; active committee structure with chartered responsibilities and nine Audit Committee meetings in 2024; majority independent board with lead independent director.
- Alignment: Director equity mix (~$143k fair value in 2024) and stock ownership guidelines (3x cash retainer) support alignment; RSU settlement deferral further ties value to tenure/trigger events.
- Conflicts: No related-party transactions disclosed involving Millner; related-party leases and agreements involve CEO/other directors and are overseen by Nominating & Corporate Governance Committee under formal policy.
- Risks/Signals: Virtual AGM with no Q&A may limit direct shareholder engagement; CFO resignation effective March 6, 2025 warrants ongoing oversight focus; change-in-control plan amendments expand equity pool and codify acceleration/recoupment, appropriate for governance but adds dilution risk.
Say-on-Pay & Shareholder Feedback
| Item | 2025 AGM Voting Results |
|---|---|
| Director election – Thomas Millner | For: 58,484,048; Withhold: 2,269,118; Broker non-votes: 46,953,401 |
| Say-on-Pay (NEO compensation) | For: 52,948,279; Against: 7,346,666; Abstain: 458,221; Broker non-votes: 46,953,401 |
- Prior say-on-pay support: ~86.6% in 2024; Company considers shareholder input in compensation design.
Compensation Structure Analysis (Directors)
- Y/Y change: Cash retainer increased to $75,000 in 2024 (from $36,000 previously), with chair fees adjusted; equity retainer maintained at ~$150,000 split evenly between options and RSUs.
- Mix: Millner’s 2024 comp was ~40% cash ($95k) and ~60% equity ($143k fair value), aligning incentives to long-term value.
- Caps/governance: Non-employee director annual aggregate cap $750,000 under Amended 2021 Plan; clawback/recoupment provisions incorporated.
Related Party Transactions (Context)
- Leases and equipment agreements involve CEO and Director Richard May; lease expenses ~$0.2m/year (2022–2024); no transactions disclosed involving Millner.
Suggested Focus Areas for Investors
- Audit oversight continuity and internal controls: Audit Committee cadence (nine meetings) and financial expert designation are positives; monitor remediation/updates following 2023 CFO investigation context as board reviewed policies.
- Equity dilution and plan governance: 2025 Amended 2021 Plan adds 10,000,000 shares to the pool; review grant practices and director ownership guideline compliance.
- Shareholder engagement: Consider impact of virtual-only meeting without Q&A on governance transparency.