Mark Mills
About Mark P. Mills
Mark P. Mills (age 72) has served as an independent director of Atlas Energy Solutions Inc. (AESI) since March 2023. He is currently a Distinguished Senior Fellow at the Texas Public Policy Foundation, a Senior Fellow at the Manhattan Institute (since 2013), and a Faculty Fellow at Northwestern University’s McCormick School of Engineering (since 2014). Mills holds a physics degree from Queen’s University (Ontario) and brings a deep energy/technology background, including prior roles in the White House Science Office, venture investing, and technology leadership; he was named “Energy Writer of the Year” by the American Energy Society in 2016 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ICx Technologies, Inc. | Chairman & Chief Technology Officer; helped take company public | 2005–2008; IPO in 2007 | Technology leadership, commercialization, public markets exposure |
| Digital Power Capital LLC | Co-founder & CEO (boutique venture fund) | 2001–2009 | Energy-tech investing; strategic capital allocation |
| White House Science Office | Staff member (under President Reagan) | Not disclosed | Science & technology policy counsel to private firms, DOE, labs |
| Bank of America Securities | Technology advisor | Not disclosed | Investment research/advisory (Huber-Mills Digital Power Report) |
| Bell Northern Research; RCA David Sarnoff Research Center | Experimental physicist & development engineer | Early career | Patents; work in microprocessors, fiber optics, missile guidance |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Texas Public Policy Foundation | Distinguished Senior Fellow | Current | Governance interlock with AESI director Stacy Hock, who serves on TPPF boards; non-profit, not a related party transaction |
| Manhattan Institute | Senior Fellow | 2013 | Economics/policy research institute affiliation |
| Northwestern University (McCormick School) | Faculty Fellow | 2014 | Engineering/technology expertise |
| Montrose Lane | Strategic non-operating partner | 2017 | Energy-tech venture fund; no AESI related-party transactions disclosed |
Board Governance
- Classification and tenure: Class II director; proposed for re-election to a term ending at the 2028 Annual Meeting; director since 2023 .
- Committee memberships: Compensation Committee member; Audit Committee member (Audit Chair is Robb Voyles; Comp Chair is Gayle Burleson) .
- Independence: Determined independent under NYSE standards; also independent for Audit Committee (Exchange Act §10A) and Compensation Committee standards .
- Attendance: In 2024 the Board held 4 regular and 7 special meetings; each director attended ≥75% of aggregate Board/committee meetings during their service period. Audit Committee met 10 times; Compensation Committee met 5 times; Nominating & Corporate Governance Committee met 5 times .
- Executive sessions: Independent directors hold at least one executive session per year, per Corporate Governance Guidelines .
- Trading/hedging policy: Company prohibits hedging and restricts pledging of Company securities (cannot pledge beyond 15% of the market value of pledged securities) .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Mills elected to take $75,000 of cash retainer in RSUs (footnote (3)) |
| Committee chair fees | $0 | Not a chair (Audit chair fee $30,000; Comp chair fee $20,000 for chairs only) |
| Meeting/Special fees | $0 | Special Acquisition Committee $5,000 paid only to Burleson, Langford, Voyles (not Mills) |
| Total cash reported | $75,000 | Footnote clarifies retainer taken as RSUs |
Performance Compensation
| Equity element | Grant Value/Units | Vesting/Metrics | Notes |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | Target value $145,000 | Vesting schedule for director RSUs not specified; RSUs accrue dividend rights while unvested | Aligns director interests with shareholders via LTIP |
| RSUs outstanding (as of 12/31/2024) | 10,417 units | Not performance-based for directors | Mills also took retainer in RSUs per footnote (3) |
No performance metrics (TSR/ROCE/EBITDA, etc.) are used for director compensation; director equity is time-based RSUs to support alignment and retention .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Texas Public Policy Foundation | Non-profit | Distinguished Senior Fellow | Interlock with AESI director Stacy Hock (serves on TPPF boards); non-profit, no related-party transaction disclosed for Mills |
| Public company boards (current) | Public | — | None disclosed in proxy for Mills |
| Related party transactions | — | — | No Mills-related transactions listed; RPTs involve entities related to Executive Chairman and The Sealy & Smith Foundation (Rogers) and are Audit Committee-controlled under RPT Policy |
Expertise & Qualifications
- Energy and technology expertise across operating roles, policy analysis, and venture investing; patents in microprocessors, fiber optics, missile guidance .
- Senior fellowships (Manhattan Institute, TPPF) and academic affiliation (Northwestern McCormick School) reinforce domain mastery and thought leadership .
- Recognitions: “Energy Writer of the Year” (2016, American Energy Society) .
- Education: Physics degree, Queen’s University (Ontario, Canada) .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 18,473 | Less than 1% of outstanding |
| Ownership % of shares outstanding | <1% | Company had 123,578,181 shares outstanding on 3/18/2025 |
| RSUs outstanding (director) | 10,417 | Reflects unvested director RSUs as of 12/31/2024; RSUs accrue dividend rights |
| Pledged shares | Not disclosed for Mills | Company policy restricts pledging beyond 15% of market value; hedging prohibited |
Governance Assessment
-
Strengths
- Independent director with dual committee service (Audit and Compensation), qualified under stricter independence standards for both committees; enhances oversight on financial reporting and pay practices .
- Strong attendance and active committee cadence (Audit 10x; Comp 5x in 2024); supports effective oversight .
- Director compensation emphasizes equity alignment via RSUs ($145,000 target; RSUs outstanding 10,417), and Mills further elected to receive cash retainer in RSUs, increasing skin-in-the-game .
- No Mills-related party transactions disclosed; RPT policy vests approval with Audit Committee; mitigates conflict risk .
-
Potential Watch Items
- External affiliations (Montrose Lane energy-tech fund; policy think tanks) require ongoing monitoring for any future transactional touchpoints with AESI; none disclosed to date .
- Board power concentration via Stockholders’ Agreement (designation rights held by Executive Chairman) is a structural governance factor; not specific to Mills but shapes board dynamics .
-
RED FLAGS
- None specific to Mills identified in the proxy: no pledging or hedging disclosures for Mills; no related-party transactions; Section 16(a) delinquency noted only for Rogers in 2024, not Mills .
Director Compensation (Mills) – 2024
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 75,000 | Footnote (3): retainer received in RSUs |
| Stock Awards (RSUs) | 145,000 | Annual non-employee director grant target |
| Total | 220,000 | RSUs accrue dividend rights while unvested |
Board Governance Details (Committee Structures)
| Committee | Membership | Chair | 2024 Meetings | Key Responsibilities |
|---|---|---|---|---|
| Audit | Voyles, Burleson, Mills (all independent) | Robb L. Voyles | 10 | Auditor oversight; financial statements; reserves review; earnings releases; related-party approvals; disclosure controls |
| Compensation | Burleson, Hock, Langford, Mills (all independent) | Gayle Burleson | 5 | CEO/NEO pay; equity plans; perquisites; compensation disclosures; director remuneration; independent consultant use (Meridian) |
| Nominating & Corporate Governance | Howard, Langford, Hock (independent) | A. Lance Langford | 5 | Board composition/independence review; governance guidelines; compliance monitoring |
Related-Party Transactions Context (Not Mills)
- Transactions in 2024 involved Anthem Ventures ($0.2mm), Brigham Land ($0.7mm), Earth Resources ($0.5mm), In a Good Mood ($0.3mm), and royalties/mining with The Sealy & Smith Foundation (approx. $5.0mm; ~0.7% of cost of sales). None were attributed to Mills; all are subject to Audit Committee RPT Policy review/approval .
Independence, Attendance & Engagement Summary
- Independence: Board determined Mills independent; qualifies for Audit Committee and Compensation Committee independence standards .
- Attendance: Directors attended ≥75% of meetings; Board held 11 meetings (4 regular, 7 special) in 2024; Audit met 10x; Compensation met 5x .
- Annual Meeting: Company encourages director attendance; 2024 meeting attendance by directors was limited (12% attended); not a formal policy; Mills’s attendance at the annual meeting not disclosed .
Compensation Structure Analysis (Director)
- Cash vs. equity mix: Meaningful equity via RSUs ($145k target) plus standard $75k retainer; Mills elected to receive cash retainer via RSUs, increasing equity weighting and alignment .
- Options: Company did not grant stock options in 2024; director equity is RSUs (time-based) .
- Clawback/hedging: Company maintains SEC-compliant clawback and prohibits hedging; pledging restricted above 15% to protect alignment .
Governance Quality Signals
- Use of independent compensation consultant (Meridian) and clear PSU metrics for executives (TSR/ROCE) demonstrate pay governance rigor; while directors’ compensation remains aligned via time-based RSUs .
- Audit Committee chaired by a financial expert (Voyles) and includes Mills; enhances financial oversight credibility .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes a “Say-on-Frequency” vote recommendation for annual say-on-pay going forward; the company will submit first say-on-pay no later than third anniversary post direct listing .
Conclusion for Investors
Mills is a seasoned independent director with strong energy/technology credentials, serving on both Audit and Compensation committees, with documented independence and solid engagement levels. His choice to take cash retainer in RSUs and his beneficial ownership support alignment; no related-party transactions or red flags tied to Mills are disclosed. Structural board dynamics (designation rights under Stockholders’ Agreement) remain a governance consideration at the board level, not specific to Mills .