General Maryanne Miller, Ret.
About General Maryanne Miller, Ret.
U.S. Air Force four-star general and former Commander of Air Mobility Command and the Air Force Reserve; command pilot with more than 4,800 flying hours. Independent director at Bristow Group (VTOL) since 2021; age 66; key skills include aviation/logistics management, government affairs/contracting, and technology/cybersecurity. She is independent under NYSE rules and the Board’s categorical standards and attended at least 75% of Board and committee meetings in 2024; the Board met six times that year .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Air Force | Commander, Air Mobility Command | Not disclosed | Led global air mobility operations; senior leadership credentials |
| U.S. Air Force Reserve | Commander | Not disclosed | Oversight of reserve forces and readiness |
| U.S. Transportation Command | Air Component leadership | Not disclosed | Command pilot; 4,800+ flying hours |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Manhattan College | Board of Trustees Member | 2020–2024 | Higher-education governance |
| Leaven Kids | Board Vice President; Personnel Committee | Since 2020 | Non-profit leadership |
| Council for Criminal Justice | Member | Since 2022 | Policy advisory |
| Veterans Justice Commission | Member | Since 2022 | Veterans policy |
| New Vista Acquisition Corp. | Advisor | 2020–2023 | SPAC advisory (not a director) |
| Freedom Lift Innovations | Advisor | 2021–2023 | Advisory role (not a director) |
Board Governance
- Committee assignments: Compensation Committee member; not a chair (Compensation Chair: Wesley E. Kern). Audit Committee membership not indicated; ESG Committee membership not indicated .
- Independence and attendance: Determined independent under NYSE and Bristow standards; all directors attended at least 75% of Board/committee meetings; Board met six times in 2024 .
- Committee cadence: Compensation Committee met five times; ESG Committee met four times; Audit Committee met five times in 2024 .
- Executive sessions and majority voting: Non-management directors meet in executive session; majority voting with mandatory resignation submissions for nominees who fail to receive majority support in uncontested elections .
- Skills matrix: Aviation/logistics, government affairs/contracting, technology/cybersecurity listed for Miller in 2025; Board skills include risk management, finance/legal, technology/cybersecurity among others .
Fixed Compensation
Forms of non-employee director compensation (framework):
| Form | Amount |
|---|---|
| Annual Cash Retainer | $80,000 |
| Committee Chair Fees | Audit: $15,000; Compensation: $12,500; ESG: $12,500 |
| Committee Member Fees | Audit: $10,000; Compensation: $7,500; ESG: $7,500 |
| Annual Equity Grant | $150,000 target RSU value per 12 months of service |
Director compensation – General Maryanne Miller:
| Metric | FY 2022 (12 months ended 12/31/2022) | FY 2023 | FY 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $87,125 | $87,500 | $87,500 |
| Stock Awards ($) | $150,000 | $150,000 | $150,000 |
| Total ($) | $237,125 | $237,500 | $237,500 |
| Unvested RSUs (as of period-end) | 5,973 (as of 12/31/2022; directors other than Pucillo) | 5,968 (as of 12/31/2023; active directors other than Pucillo/Shah) | 4,416 (as of 12/31/2024; all non-employee directors other than Pucillo) |
Notes:
- Annual RSU grants equal target value divided by NYSE closing price on grant date; fair values per ASC 718 .
- Miller is not listed among directors with exercisable stock options; options are held by certain other directors (Brass, Kern, Manzo, Truelove, Mickelson) .
Performance Compensation
- Non-employee director equity awards are time-based RSUs; no performance-based components for directors are disclosed .
- Company performance measures used for executive pay (context for governance oversight): | Performance Measure (Unranked list) | |---| | STIP Adjusted EBITDA | | Relative Total Stockholder Return (RTSR) | | Cash Return on Invested Capital (Cash ROIC) | | ICAO AA (aviation safety standard) | | LTISR (lost time incident safety rate) |
LTIP guardrails:
- Minimum vesting period generally ≥12 months; director annual compensation limit (cash + grant-date fair value of awards) capped at $690,000 per fiscal year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Miller |
| Advisory roles | New Vista Acquisition Corp. (2020–2023), Freedom Lift Innovations (2021–2023) |
| Compensation Committee interlocks | None; no member was an officer/employee; no related person transactions requiring disclosure in 2024/2023 |
| Major shareholder on Board | Christopher Pucillo (Solus) serves on Compensation and ESG Committees; reports indirect beneficial ownership (10.9% as of 4/7/2025) |
Expertise & Qualifications
- Four-star general; extensive aviation/logistics leadership; government contracting experience; technology/cybersecurity knowledge .
- Board skills matrix covers finance/accounting/legal, strategic planning, risk management, international business, public company governance .
Equity Ownership
| As of | Shares Directly/Indirectly Owned | Options Exercisable by cut-off | Total Beneficially Owned | Percent of Class | Unvested RSUs |
|---|---|---|---|---|---|
| April 7, 2025 | 14,757 | — | 14,757 | <1% | 4,416 (as of 12/31/2024) |
Ownership alignment policies:
- Director stock ownership guideline: at least 4x annual cash retainer within five years of later of June 1, 2021 or date of joining Board; directors who have not met guidelines may not sell shares until compliant .
- Insider Trading Policy: prohibits hedging and margin accounts; pledging only if pre-approved and collectively <5% of outstanding stock; pre-clearance required for trades and Rule 10b5-1 plans .
Governance Assessment
- Board effectiveness: Independent director since 2021 with consistent meeting attendance; active involvement on the Compensation Committee, which met five times in 2024 and oversees pay philosophy, stock ownership guidelines, risk assessments, and the clawback policy .
- Pay-for-performance oversight: Committee administers STIP/LTIP using financial, safety, and TSR metrics; maintains caps and negative discretion; robust clawback policy (effective Oct 2, 2023) compliant with NYSE/Dodd-Frank .
- Alignment and safeguards: Director equity granted in RSUs with minimum vesting standards; director annual compensation limited by plan; strict stock ownership guidelines and trading controls support investor alignment .
- Potential conflicts: No related-party transactions or compensation committee interlocks requiring disclosure; however, presence of a major shareholder representative (Pucillo) on Compensation Committee warrants awareness of influence dynamics—no specific conflict involving Miller is disclosed .
- RED FLAGS: None disclosed for Miller—no pledging/hedging exceptions noted, no attendance shortfalls, no related-party transactions; majority voting and executive sessions policies in place .