Kenneth Miller
ZEBRA TECHNOLOGIESAbout Kenneth B. Miller
Kenneth B. Miller, age 54, is an independent Class I director of Zebra Technologies, elected in 2024 with a term expiring in 2027; he serves on the Audit Committee (designated an Audit Committee Financial Expert) and joined the Compensation and Culture Committee in February 2025 . Miller is Executive Vice President and Chief Financial Officer of Juniper Networks (since 2016), bringing more than 30 years of public company financial acumen, including prior roles at Ernst & Young; he is also noted for expertise in technology, M&A, strategic planning, enterprise risk, and cybersecurity oversight . Zebra’s Board affirms his independence under Nasdaq rules, and the Board met seven times in 2024 with all directors attending at least 75% of their Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Networks, Inc. | EVP & CFO | 2016–present | Deep public company finance; strengthens Zebra audit oversight; designated Audit Committee Financial Expert |
| Juniper Networks, Inc. | Various accounting/finance leadership roles | 1999–2016 | M&A, integration, strategic planning, enterprise risk |
| Ernst & Young LLP | Accounting and financial leadership roles | 1993–1999 | External audit experience (supports audit oversight) |
External Roles
| Organization | Role/Position | Notes |
|---|---|---|
| CFO Leadership Council | Member | Professional finance leadership community |
| Santa Clara University School of Business | Speaker | Engagement with academic community |
| Bay Area CFO of the Year | 2022 Nominee | Recognition of CFO performance |
| Other public company boards | None | No current public company directorships |
Board Governance
- Committee memberships: Audit (Financial Expert) and Compensation & Culture; CCC addition in February 2025 .
- Committee activity: Audit (7 meetings in 2024), Compensation & Culture (5), Nominating & Governance (5); all standing committees are fully independent .
- Independence: Board determined all directors other than the Chair (Anders Gustafsson) and CEO (William Burns) are independent (February 2025) .
- Board attendance: Board met 7 times in 2024, and all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
- Leadership structure: Separate Board Chair and Lead Independent Director with regular executive sessions of independent directors .
- Stock ownership guidelines: Non-employee directors must hold 5x annual board cash retainer; five-year compliance window; directors must retain 50% of after-tax shares until compliant . As of Dec 31, 2024, all non-employee directors met guidelines except Kenneth Miller (joined May 2024) .
- Securities policy: Hedging, pledging, short selling, and margin accounts are prohibited for directors and officers .
Fixed Compensation
| Element | Policy | 2024 Actual (Miller) |
|---|---|---|
| Annual cash retainer | $90,000 for non-employee directors | $68,788 (pro-rated for 2024 start in May) |
| Committee membership fees | $15,000 per Audit member; $15,000 per Compensation & Culture member; $10,000 per Nominating & Governance member | Included within total fees (breakout not disclosed) |
| Chair/Lead Independent retainers | $30,000 for Audit Chair; $30,000 for CCC Chair; $15,000 for NGC Chair; $100,000 additional for Chair of the Board and Lead Independent Director | Not applicable to Miller in 2024 |
| Meeting fees | Conditional fees for excess in-person/special meetings | Not separately disclosed for Miller |
Performance Compensation
Directors receive fully-vested common stock, not performance-based equity; in May 2024 each non-employee director received 696 shares (grant-date value $220,284) . As a CCC member (from Feb 2025), Miller oversees Zebra’s executive incentive design and metrics; 2024 ZIP targets and outcomes are below:
| Metric (Weight) | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|
| Net Sales (30%) | 92.5% | 100.0% | 105.0%+ | $4,981.1M, 105.5% of target | 200% |
| Adjusted EBITDA (50%) | 80.0% | 100.0% | 112.5%+ | $1,047.0M, 113.8% of target | 200% |
| EAI Index (20%) | 75.0% | 100.0% | 115.0%+ | $440.7M, 88.1% of target | 76.3% |
| ZIP Outcome | — | — | — | Calculated outcome | 175.3% of target |
Long-term PVRSU metrics for executives (overseen by CCC): Net Sales CAGR (50%), Adjusted EBITDA margin (30%), and FCF Conversion (20%) over FY2024–2026, with annual retention goals capped at 100% of target aggregate across three years .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | None (current) |
| External executive role | EVP & CFO, Juniper Networks |
| Interlocking Directorate Policy | Zebra maintains a policy to identify/approve/monitor director and officer interlocks to ensure antitrust compliance . |
| Compensation consultant | CCC engaged FW Cook effective Aug 1, 2024; WTW served Jan–Jul 2024 . |
| Peer group note | Juniper Networks is in Zebra’s compensation benchmarking peer group approved Aug 2023 . |
Expertise & Qualifications
- Audit committee financial expertise; extensive public company financial management and reporting experience .
- Strategic planning, M&A execution and integration, enterprise risk management, and cybersecurity proficiency .
- International business and technology/innovation exposure, with executive leadership credentials .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 714 shares; <1% of outstanding |
| Director 2024 equity grant | 696 fully-vested common shares; grant-date value $220,284 |
| Ownership guidelines | 5x annual board cash retainer; 5-year window; retain 50% of after-tax shares until compliant |
| Compliance status | Not yet compliant as of Dec 31, 2024 (new director); within allotted compliance period |
| Pledging/hedging | Prohibited by Securities Transactions and Confidentiality Policy |
Governance Assessment
- Strengths: Independent status; Audit Committee Financial Expert; deep CFO experience strengthens financial oversight and risk management; active governance refresh (joined 2024/2025); robust committee independence and meeting cadence .
- Pay oversight signals: CCC metrics and outcomes are transparent; 2024 ZIP disclosed thresholds/targets/maximums; Board responded to 2024’s 40.2% Say‑on‑Pay support with commitments (no one-time awards except extraordinary circumstances; enhanced metric disclosure; severance transparency) .
- Alignment: Receives standard director retainer plus fully‑vested equity; subject to stock ownership guidelines and retention provisions; no hedging/pledging permitted .
- Potential risk/perception: As Juniper’s CFO and a Zebra CCC member (from Feb 2025), note that Juniper is in Zebra’s compensation peer group—Zebra’s Interlocking Directorate Policy and committee independence mitigate governance risks; no related‑party transactions disclosed involving Miller .
- Attendance/engagement: Board and committees showed strong engagement in 2024; all directors met attendance thresholds; executive sessions used regularly .