Michael A. Miles, Jr.
Director at WU
Board
About Michael A. Miles, Jr.
Independent director at The Western Union Company since 2006 (19 years of service). Age 63. Background includes senior operating roles at Staples and Yum! Brands’ Pizza Hut and current advisory role at Berkshire Partners. He brings financial literacy and global operational experience, and currently serves as Chair of WU’s Compensation and Benefits Committee and member of the Corporate Governance, ESG, and Public Policy Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Staples, Inc. | President & Chief Operating Officer | 2006–2013 | Led international consumer retail operations with acquisition and franchise network experience relevant to WU’s agent network |
| Staples, Inc. | Chief Operating Officer | 2003–2006 | Global operations leadership |
| Yum! Brands – Pizza Hut | Chief Operating Officer | 2000–2003 | Franchise and concept execution experience |
| Yum! Brands – Pizza Hut | SVP, Concept Development & Franchise | 1996–1999 | Franchise development (analogous to agent network dynamics) |
External Roles
| Organization | Role | Public/Private | Tenure/Notes |
|---|---|---|---|
| Berkshire Partners | Advisory Director | Private | Since 2013 |
| Portillo’s Inc. | Chair of the Board | Public | Current director and Chair |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent by the Board under NYSE and WU categorical standards |
| Committee Assignments | Compensation and Benefits Committee (Chair); Corporate Governance, ESG, and Public Policy Committee (Member) |
| Committee Meeting Frequency (2024) | Compensation: 5 meetings; Corporate Governance, ESG, and Public Policy: 4 meetings |
| Board Leadership | Independent, non‑executive Chair (Jeffrey A. Joerres); independent committees |
| Board/Committee Attendance (2024) | Board met 6 times; each director attended at least 75% of Board and committee meetings where they served |
| Executive Sessions | Non‑management directors meet in regular executive sessions; Chair presides |
| Annual Meeting Attendance | All directors serving at the time attended the 2024 Annual Meeting |
Fixed Compensation
| Component (Outside Directors, 2024) | Amount | Notes |
|---|---|---|
| Annual Board Retainer | $85,000 | Standard outside director cash retainer |
| Committee Chair Fee – Compensation Committee | $25,000 | Chair retainer level |
| Committee Member Fee – Other Committees | $10,000 | Non‑chair members of non‑Audit committees |
| Michael A. Miles, Jr. – Fees Earned or Paid in Cash (2024) | $120,000 | Elected to receive annual retainer fees in equity (see footnote (1) in proxy) |
Performance Compensation
| Component (Outside Directors, 2024) | Amount/Design | Vesting/Notes |
|---|---|---|
| Annual Director Equity Grant (standard) | $200,000 grant value | One‑year vesting; directors could elect options and/or RSUs in specified mixes |
| Michael A. Miles, Jr. – 2024 Stock Awards | $0 | Chose option awards instead |
| Michael A. Miles, Jr. – 2024 Option Awards | $200,000 | Part of the annual equity grant; one‑year vesting applies to annual director equity |
| Performance Metrics | None for director equity | Director equity is time‑based; no performance metrics disclosed |
Other Directorships & Interlocks
- Current public company board: Portillo’s Inc. (Chair of the Board) .
- No related person transactions involving Mr. Miles disclosed for 2024; WU reported no related person transactions in 2024 under its policy .
Expertise & Qualifications
- Financial Literacy; Global Operational Experience (as designated in WU’s director skills matrix) .
- Deep franchise and multi‑unit operating background (Pizza Hut; Staples) relevant to WU’s agent‑based distribution .
- Compensation governance leader as current Chair of WU’s Compensation and Benefits Committee .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Beneficial Ownership (as of Record Date 3/18/2025) | 233,856 shares; less than 1% outstanding |
| Shares via Options Exercisable within 60 Days (included in above) | 223,778 options |
| Director Equity Balances (as of 12/31/2024) | 166,244 stock units; 0 stock options outstanding in director balances table |
| Hedging/Pledging | Prohibited for directors under WU policy |
| Director Ownership Guidelines | 5x annual cash retainer; all outside directors have met or are expected to meet within the period |
Note: Beneficial ownership methodology includes shares subject to options exercisable within 60 days; stock units (including vested deferred units) are shown separately and do not count as common stock until settled .
Governance Assessment
- Key strengths
- Long-tenured independent director with deep operating and franchise expertise tied to WU’s agent‑based model; holds financial literacy and global operational designations .
- Compensation governance experience as Committee Chair; committee uses an independent consultant (Meridian) and conducts risk assessments; no consultant conflicts disclosed .
- Strong governance framework: independent Chair, independent committees, majority voting, proxy access, prohibition on hedging/pledging, and robust ownership guidelines .
- No 2024 related‑party transactions involving Mr. Miles; clean related‑party disclosure .
- Red flags and watch items
- 2025 Say‑on‑Pay failed (For: 114,753,895; Against: 137,397,858; Abstain: 1,281,177), signaling investor dissatisfaction with executive pay; as Compensation Committee Chair, Miles is directly accountable for engagement and program recalibration .
- Elevated “against” votes for his own director election vs. peers (For: 211,718,506; Against: 41,333,317; Abstain: 381,107), the highest opposition among nominees and materially above other directors (e.g., Betsy Holden “against” 10,145,326) — a governance signal to monitor .
- Director equity grant value increased from $160,000 (2023) to $200,000 (2024) for all outside directors; while aligned to market median, it increases fixed board cost and places emphasis on time‑based equity vs. performance‑based awards (directors typically receive time‑based equity) .
- Shareholder engagement context
- WU reports robust shareholder engagement on compensation; 2024 Say‑on‑Pay support was ~91% (historical five‑year average ~91%), but 2025 result reversed — expect focused outreach and potential plan changes under Miles’ committee leadership .
Director Compensation (2024 Detail)
| Metric | Amount |
|---|---|
| Fees Earned or Paid in Cash | $120,000 (elected to take retainer in equity per footnote) |
| Stock Awards | $0 |
| Option Awards | $200,000 |
| All Other Compensation | $0 |
| Total | $320,000 |
Voting Outcomes (2025 Annual Meeting)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election – Michael A. Miles, Jr. | 211,718,506 | 41,333,317 | 381,107 | 32,700,842 |
| Say‑on‑Pay (Advisory) | 114,753,895 | 137,397,858 | 1,281,177 | 32,700,842 |
Recommendations for Investors to Monitor
- Compensation Committee response plan to failed 2025 Say‑on‑Pay (metrics, rigor, disclosure clarity, shareholder outreach), given Miles’ role as Chair .
- Subsequent proxy disclosure on engagement outcomes and any structural changes to incentive design (e.g., target rigor, relative TSR modifiers, ESG/leadership metrics weighting) .
- Future director election support trends for Miles to gauge investor confidence in compensation governance following 2025 feedback .