Dominique Mielle
About Dominique Mielle
Independent director since January 2020; Chair of the Compensation, Nominating & Governance (CNG) Committee since August 24, 2020; member of the Audit Committee and designated “audit committee financial expert.” Age 56 as of March 17, 2025. MBA in Finance (Stanford) and Master in Management (HEC Paris). Recognized among Ernst & Young’s “Top 50 Women in Hedge Funds” (2017). Career foundation in fixed income investing, CLOs, restructurings, and capital structure optimization at Canyon Partners (1998–2017), with prior roles at Libra Investment Services, Lehman Brothers, and Credit Lyonnais .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Canyon Partners | Partner & Senior Portfolio Manager | 1998–2017 | Led CLOs; sector coverage in transportation, technology, retail, consumer . |
| PG&E Corporation / Pacific Gas & Electric Co. | Director | Apr 2019–Jun 2020 | Chair of Audit Committee . |
| Anworth Mortgage Asset Corp. | Director | 2018–Mar 2021 | Chair of Compensation; member of Audit and CNG committees . |
| Digicel Group | Director | Jul 2020–Feb 2023 | Director . |
| Osiris Acquisition Corp. | Director | May 2021–May 2024 | Chair of Audit Committee . |
| Libra Investment Services; Lehman Brothers; Credit Lyonnais | Various finance roles | Pre-1998 | Early career in investment banking/finance . |
External Roles
| Organization | Role | Since/Until | Committees |
|---|---|---|---|
| Ready Capital Corp. | Director | Mar 2021–Present | Chair of Audit; member Compensation . |
| Studio City International | Director | 2018–Present | Chair of Nominating & Governance; member Compensation and Audit & Risk . |
Board Governance
- Independence: Board determined Ms. Mielle is independent under Nasdaq rules and SEC regulations .
- Committee assignments: Chair, CNG Committee (since Aug 24, 2020); member, Audit Committee; designated audit committee financial expert .
- Meetings and attendance:
- 2024: Board (5), Audit (5), CNG (5 formal + informal discussions with consultant); all directors attended ≥75% of meetings; all directors attended the annual meeting .
- 2023: Board (8), Audit (8), CNG (8 formal + informal discussions); all directors attended ≥75% of meetings; all but one director attended the annual meeting .
- Lead Independent Director / executive sessions: Independent directors meet in executive session at each meeting; in 2023 sessions chaired by Lead Director, Ms. Goldwasser .
| Governance Metric | FY 2023 | FY 2024 |
|---|---|---|
| Board meetings held (count) | 8 | 5 |
| Audit Committee meetings held (count) | 8 | 5 |
| CNG Committee meetings held (count) | 8 formal + informal | 5 formal + informal |
| Director attendance ≥75% of meetings | Yes (all directors) | Yes (all directors) |
| Annual meeting attendance | All but one director | All directors |
Fixed Compensation
- Non-employee director program:
- FY 2023: $100,000 cash + $100,000 in immediately vested shares; director may elect up to $125,000 in stock; Lead Director +$20,000; Audit Chair +$15,000; CNG Chair +$10,000 .
- FY 2024: $112,500 cash + $112,500 in immediately vested shares; director may elect up to $150,000 in stock; directors owning ≥50,000 shares may elect to receive some/all stock portion in cash; Lead Director +$25,000; Audit Chair +$20,000; CNG Chair +$15,000 .
- Effective Jan 1, 2025: annual cash retainer increased to $137,500; other terms unchanged .
- Quarterly grant-date closing prices used for stock valuation: FY 2023 (Apr 6: $14.02; Jul 6: $15.06; Oct 6: $15.90; Jan 4, 2024: $18.78) ; FY 2024 (Apr 4: $17.05; Jul 8: $16.33; Oct 7: $19.16; Jan 9, 2025: $19.55) .
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 110,000 | 85,000 | 240,000 |
| Stock Awards ($) | 98,769 | 124,120 | — |
| Total Director Compensation ($) | 208,769 | 209,120 | 240,000 |
Performance Compensation
- Director equity grants are immediately vested shares (not options/PSUs); no director-specific performance metrics disclosed for equity awards .
- Company pay-versus-performance disclosure indicates Adjusted EBITDA as the most important performance measure linking compensation actually paid to company performance for executives (context for CNG oversight) .
| Pay-for-Performance Metric (Company) | Most Important Metric |
|---|---|
| Adjusted EBITDA | Adjusted EBITDA |
Other Directorships & Interlocks
| Company | Relationship to TIPT | Potential Interlocks |
|---|---|---|
| Ready Capital Corp. | Unrelated public company; Ms. Mielle is Audit Chair and on Compensation Committee | None disclosed with TIPT customers/suppliers; committee roles may inform oversight approach . |
| Studio City International | Unrelated public company; Ms. Mielle is Nominating & Governance Chair, and on Compensation and Audit & Risk Committees | None disclosed with TIPT customers/suppliers . |
Expertise & Qualifications
- Financial services veteran with deep fixed income, securitization, and restructuring expertise; leads board-level compensation and governance design and audit oversight; designated audit committee financial expert .
- Education: MBA (Finance), Stanford; Master in Management, HEC Paris .
- Recognitions: EY “Top 50 Women in Hedge Funds” (2017) .
- Publications: Author of “Damsel in Distressed”; contributing author to “Security Analysis, 7th Edition” .
Equity Ownership
- Beneficial ownership (shares):
- FY 2023: 59,453 shares; percent “*” (<1%) .
- FY 2024: 65,212 shares; percent “*” (<1%) .
- FY 2025: 65,212 shares; percent “*” (<1%) .
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Beneficially Owned | 59,453 | 65,212 | 65,212 |
| Ownership % of Outstanding | * | * | * |
Note: Directors owning ≥50,000 shares may elect to receive some/all of the stock portion of board compensation in cash; Ms. Mielle’s 2024 compensation shows an all-cash election alongside reported ownership above the 50,000-share threshold .
Governance Assessment
- Committee leadership and expertise: Chairing CNG and serving on Audit with “financial expert” designation strengthens board effectiveness in pay design, governance, and financial oversight .
- Independence and engagement: Affirmed independent status; attended at least 75% of board/committee meetings; annual meeting attendance for the board was 100% in 2024 (all directors) .
- Compensation and alignment signals:
- Year-over-year mix shifted to 100% cash in FY 2024 (no stock awards), versus a cash+equity mix in FY 2023 and FY 2022; this coincided with her eligibility to elect cash in lieu of stock due to ≥50,000-share ownership. Investors may view all-cash elections as reducing incremental equity accumulation, though baseline ownership exceeded the guideline threshold .
- External commitments: Multiple current public company directorships (Ready Capital – Audit Chair; Studio City – N&G Chair and committee member). This breadth enhances cross-board insight but may raise time-commitment considerations; monitor for any overboarding concerns relative to TIPT meeting cadence .
- Compensation process quality: CNG engaged independent consultant (CAP) in 2022–2024, with several informal discussions, supporting pay-for-performance governance and market benchmarking .
- Related-party safeguards: Robust Related Person Transaction policy under Audit Committee Charter; no specific related-party transactions involving Ms. Mielle disclosed in the cited sections .
RED FLAGS to monitor
- All-cash board compensation election in FY 2024 (no equity awards) despite eligibility to receive stock may signal preference for liquidity over equity alignment; assess whether this persists post-2025 cash retainer increase .
- Potential workload risk from multiple external boards and committee chair roles; track attendance and TIPT meeting demands annually to ensure sustained engagement .
Positive signals
- Independent, financially sophisticated director leading CNG and serving on Audit with “financial expert” designation; consistent board attendance thresholds met; strong external audit/compensation committee experience enhances TIPT governance .