Elizabeth Michelle Miller
About Elizabeth Michelle Miller
Elizabeth Michelle Miller is a Class II independent director of Usio, age 54, first appointed June 15, 2022; she is the 2025 board nominee for a new three-year term through the 2028 Annual Meeting . She brings over 25 years of banking experience, specializing in private banking, lending, and business development, and holds a BBA in marketing from the University of Texas (1993) . Since September 2008, she has served as Senior Vice President in private banking at Broadway Bank; earlier roles include private banker at JPMorgan (July 2005–September 2008) and lending roles at Sterling Bank and InterContinental National Bank . The board cites her banking experience as valuable for customer relations and organizational leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan (San Antonio) | Private Banker | Jul 2005 – Sep 2008 | Private banking, lending; business development |
| Sterling Bank | Lending roles (various) | Prior to 2005 | Credit/lending expertise |
| InterContinental National Bank | Lending roles (various) | Prior to 2005 | Credit/lending expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Broadway Bank (largest independent bank in San Antonio) | Senior Vice President, Private Banking and other executive roles | Since Sep 2008 | Current role; >25 years banking background |
| Municipal Golf Association of San Antonio | Board/Council member | Current | Active community involvement |
| The Guide Dogs of Texas | Board member | Prior | Non‑profit governance |
| United Way of San Antonio | Board member | Prior | Non‑profit governance |
| Southwest Foundation for Biomedical Research | Board member | Prior | Non‑profit governance |
| Boys and Girls Club of San Antonio | Board member | Prior | Non‑profit governance |
| Family Violence Prevention Service/Battered Women’s Shelter | Board member | Prior | Non‑profit governance |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Compensation Committee | Chair (effective Jul 12, 2023) | 2 (plus 1 unanimous written consent) | Members include Miller (chair), Bender, Beyer; all independent; written charter |
| Audit Committee | Member | 4 (plus 1 unanimous written consent) | Committee comprised of Bender (chair), Beyer, Miller; report also lists Rollins in 2024 |
| Nominations & Corporate Governance | Not listed as member | 1 | Chaired by Beyer; members include Rollins; independence affirmed |
| Governance Item | Detail |
|---|---|
| Independence | Board determined Miller is independent under Nasdaq Rule 5605(a)(2); appointed an independent director effective June 15, 2022 |
| Board meetings & attendance | Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting |
| Executive sessions | Board practice includes regular executive sessions of independent directors |
| Election & term | Class II director nominated for election to serve until 2028 Annual Meeting; current term expires 2025 |
Fixed Compensation
| Year | Fees earned or paid in cash ($) | All other cash ($) | Total cash ($) |
|---|---|---|---|
| 2024 | 4,000 | -- | 4,000 |
- Independent director agreements provide $1,000 per quarter for participating in Board and committee meetings and the annual meeting; Audit Committee chair receives additional $15,000 per year upon timely 10‑K filing; Audit Committee member with a valid CPA license receives $5,000 per year; no additional compensation for ad hoc/preparatory meetings (other than Audit chair) .
- Termination of independent directorship per agreement occurs upon earliest of: term expiration, death/disability, mutual termination, stockholder removal, or resignation; unvested RSUs are forfeited upon termination for any reason .
Performance Compensation
| Grant date | Award type | Units | Grant‑date fair value ($) | Vesting schedule | Issue price |
|---|---|---|---|---|---|
| Jun 21, 2024 | RSUs (non‑employee director performance bonus) | 21,000 | 32,550 | 3‑year vesting; equal annual tranches | $1.55 per share |
| Mar 16, 2023 | RSUs (director performance bonus) | 6,000 | n/a disclosed here | 3‑year vesting | $1.60 per share |
- All RSUs granted for service on the Board; forfeiture of unvested RSUs upon termination; no committee chair fees beyond Audit chair; Compensation Committee administers equity plans .
- No director‑specific performance metrics (e.g., revenue/EBITDA/TSR targets) disclosed for Miller’s director awards; grants are service‑based .
Other Directorships & Interlocks
- Proxy biography lists current non‑profit roles; no other public company directorships are mentioned for Miller in the proxy .
Expertise & Qualifications
- 25+ years in banking with specialization in private banking, lending, and business development; BBA (Marketing), University of Texas, 1993 .
- Board states her banking experience provides insights on customer relations, organizational management, and leadership .
Equity Ownership
| Holder | Shares owned | Shares – rights to acquire (60 days) | Total beneficial ownership | % of shares outstanding |
|---|---|---|---|---|
| Elizabeth Michelle Miller | 40,778 | 45,222 | 86,000 | 0.3% (based on 26,789,191 shares outstanding on Apr 21, 2025) |
| As of Dec 31, 2024 | Stock awards | Vested | Unvested |
|---|---|---|---|
| Elizabeth Michelle Miller | 86,500 | 39,278 | 47,222 |
- Beneficial ownership % computed by the company per SEC rules, including exercisable/vestable awards within 60 days; shares outstanding were 26,789,191 (excluding 1,962,433 treasury shares) as of Apr 21, 2025 .
- No pledging/hedging or ownership guideline disclosures specific to directors were provided in the cited sections; insider trading/Section 16(a) content referenced in TOC but not detailed in retrieved chunks .
Governance Assessment
- Strengths: Independent status with active committee leadership; Miller chairs the Compensation Committee since July 12, 2023, aligning oversight of pay practices with independent directors; committee met regularly in 2024 (Comp: 2 meetings + 1 consent; Audit: 4 meetings + 1 consent; Nominations: 1 meeting); Board attendance thresholds met and directors attended the 2024 annual meeting .
- Alignment: Director compensation is modest in cash ($4,000 in 2024) and primarily equity‑based RSUs (service‑based, $32,550 in 2024), which can support ownership alignment; unvested RSUs forfeited upon termination improves accountability .
- Oversight of conflicts: Audit Committee oversees related‑party transactions and director independence; explicit related‑party purchases involve the CEO’s outside entity, reviewed under the policy; no Miller‑specific related‑party transactions disclosed .
- Risks/RED FLAGS: Combined Chairman/CEO structure may reduce independent board leadership; while the board cites rationale and mitigations (regular independent director executive sessions and performance evaluations), investors may scrutinize compensation decisions and risk oversight under this governance model .
- Signals to monitor: Continued RSU grants to non‑employee directors (21,000 units in 2024; 6,000 units in 2023) and any changes to equity plan features; upcoming votes include say‑on‑pay and approval of the 2025 Comprehensive Equity Incentive Plan, which reflect shareholder sentiment on pay practices overseen by Miller’s committee .