Steven Mizell
AllegionAbout Steven C. Mizell
Independent director at Allegion plc since 2020 (tenure ~5.3 years) and Chair of the Compensation and Human Capital Committee since 2021; age 65. Former Executive Vice President and Chief Human Resources Officer (CHRO) at Merck (2018–2024) and Monsanto (2007–2018), with deep expertise in global human capital, succession, and compensation design . Holds a B.S. from Georgia Institute of Technology and an M.S. in Management from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | Executive Vice President & CHRO | 2018–2024 | Led HR for ~68,000 global employees; responsible for talent, wellness, workplace culture |
| Monsanto Company | Executive Vice President & CHRO | 2007–2018 | Oversaw talent acquisition/development and DE&I; prior SVP, Human Resources (2004+) |
| AdvancePCS | Senior Vice President & Chief Corporate Resources Officer | Not disclosed | Senior HR leadership (pre‑Monsanto) |
External Roles
| Organization | Role | Director Since | Committees |
|---|---|---|---|
| Group 1 Automotive, Inc. (NYSE: GPI) | Director | 2021 | Compensation & Human Resources; Governance & Corporate Responsibility |
| GRAIL, Inc. (NASDAQ: GRAL) | Director | Not disclosed | Chair, Compensation; Member, Audit; Member, Nominating & Governance |
| Oshkosh Corporation (NYSE: OSK) | Former Director | Not disclosed | Chair, Human Resources Committee (prior) |
Board Governance
- Independence: Determined independent under NYSE rules; all committee members are independent .
- Committee assignments: Chair, Compensation and Human Capital Committee; not listed as a member of Audit & Finance or Corporate Governance & Nominating in current committee table .
- Attendance: Each nominee attended at least 87% of Board meetings and 100% of Committee meetings served in 2024; Board held 8 meetings; Compensation Committee held 5 .
- Leadership structure: Board maintains separate independent Chair (Lauren Peters); independent director executive sessions held regularly at Board and Committee meetings .
- Time-commitment policy: Non‑employee directors limited to no more than three other public company boards; Audit Committee members limited to no more than two other audit committees .
- Shareholder feedback: 2024 say‑on‑pay received ~85% support; ongoing shareholder engagement program overseen by the Board and committees .
- Policies supporting governance quality: Anti‑hedging/anti‑pledging (no directors/executives have pledged shares), enhanced clawback policy adopted in 2024 in addition to NYSE 10D‑1 compliant clawback .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash Fees | $169,393 | Includes annual cash retainer and committee chair retainer (Compensation Chair increased to $25,000 effective June 6, 2024) and any special meeting fees |
| RSU Grant (Grant-date fair value) | $130,053 | Standard annual director RSUs; vest after one year, contingent on continued Board service |
| All Other Compensation | $3,418 | Includes dividend equivalents and Irish tax prep fees per policy |
| Total 2024 Director Compensation | $302,864 |
Program parameters (effective June 6, 2024): Annual cash retainer $150,000; Compensation Chair retainer $25,000; special meeting fee $1,500; annual director RSUs $130,000; RSUs vest after one year .
Performance Compensation
Compensation Committee chaired by Mizell oversees executive incentive design; director pay itself is time‑based (no performance metrics). Key executive plan metrics and outcomes:
| Metric (Corporate AIP, FY2024) | Threshold | Target | Maximum | Actual | Weighted Achievement | Payout % of Target |
|---|---|---|---|---|---|---|
| Adjusted Revenue ($mm) | 3,651 | 3,794 | 3,984 | 3,734 | 26.32% | 92.06% (corporate) |
| Adjusted Operating Income ($mm) | 793 | 857 | 943 | 842 | 29.45% | 92.06% (corporate) |
| Adjusted Available Cash Flow ($mm) | 516 | 570 | 656 | 578 | 36.29% | 92.06% (corporate) |
PSU design and payout (2022–2024 performance period):
| PSU Metric | Threshold | Target | Maximum | Actual | Earned % |
|---|---|---|---|---|---|
| Adjusted EPS (FY2024) | $6.02 | $6.74 | $7.72 | $7.47 | 174% |
| TSR vs S&P 400/500 Capital Goods | 25th pct | 50th pct | ≥75th pct | 30th pct (10.1% TSR) | 60% |
| Combined PSU Payout | — | — | — | — | 117% |
Committee practices: Benchmarking via updated peer group (added Graco, Sensata, SPX Technologies, nVent Electric, Watts Water, Resideo, Littelfuse for 2024), and independent consultant FW Cook engaged; enhanced clawback policy covers time‑based and performance awards beyond the SEC‑mandated scope .
Other Directorships & Interlocks
| Company | Industry Adjacency to Allegion | Potential Conflict |
|---|---|---|
| Group 1 Automotive | Auto retail; limited direct overlap with Allegion’s security hardware | None disclosed; subject to related‑party review process |
| GRAIL, Inc. | Life sciences diagnostics; no apparent overlap with Allegion’s customer/supplier base | None disclosed; subject to related‑party review process |
| Oshkosh Corporation (prior) | Specialty vehicles/equipment; limited overlap | None disclosed |
Related‑party transactions: None >$120,000 involving directors/executives since Jan 1, 2024 . Anti‑hedging/anti‑pledging policy prohibits hedging, pledging, margin accounts; no director/executive pledges outstanding .
Expertise & Qualifications
- Human Capital Management; Strategy/M&A; Global Business/International; Industrial/Manufacturing; Innovation/Technology; Boards of other public companies .
- Education: B.S. Georgia Tech; M.S. in Management, Carnegie Mellon University .
- Committee leadership experience: Current Chair of Allegion Compensation & Human Capital Committee; Chair of Compensation at GRAIL; prior Chair of HR at Oshkosh .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (ordinary shares) | 4,463 shares | <1% of outstanding (86,183,859 shares) |
| Notional shares (EDCP) | — | None disclosed for Mizell |
| Options exercisable within 60 days | — | None disclosed for Mizell |
| Unvested RSUs at 12/31/2024 | 1,105 RSUs | Annual director RSUs vest after one year |
| Ownership guideline | 3× annual cash retainer; compliant/on track | Directors must retain until retirement/departure |
| Shares pledged | 0 | Pledging prohibited; no director/executive pledges |
Section 16 compliance: All required insider ownership reports timely filed in 2024 except one late Form 4 for a different director (Susan Main); no delinquent report noted for Mizell .
Governance Assessment
- Strengths: Independent director with deep CHRO background; chairs Compensation & Human Capital Committee; strong attendance; rigorous policies (anti‑hedging/pledging; enhanced clawback); and structured ownership guidelines; 2024 say‑on‑pay support ~85% indicates acceptable investor alignment .
- Oversight quality: Compensation design mixes adjusted EPS and relative TSR for PSUs and cash AIP tied to revenue/OI/ACF; clear pre‑set goals and formulaic payouts, with discretion for downward adjustments .
- Potential watchpoints: 2022–2024 PSU payout at 117% despite TSR at only 30th percentile (EPS over‑achievement drove outcome), which can raise questions about relative performance alignment; however TSR is capped at target if absolute TSR is negative, and design uses dual metrics and broader S&P 400/500 peer set starting 2024 . Current external board load (two other public boards) remains within Allegion’s policy limits (≤3) .
- Conflicts/related parties: No related‑party transactions disclosed; hedging/pledging prohibited and none outstanding; independence affirmed under NYSE standards .
Overall signal: Governance practices and committee leadership suggest solid board effectiveness and investor‑aligned policies; continued monitoring of compensation metric weighting vs. relative TSR outcomes is warranted as a Compensation Committee oversight topic chaired by Mizell .