Stephen Mills
AMC NetworksAbout Stephen C. Mills
Stephen C. Mills, age 65, is an independent director of AMC Networks Inc. elected by Class B stockholders and has served on the Board since June 2024 . His background spans senior operating roles in professional sports and sports media, including President (2017–2020) and EVP/GM (2013–2017) of the New York Knicks, plus prior leadership at MSG Networks and the NBA, providing operations, governance, and stakeholder management expertise relevant to AMCX’s distribution and content businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New York Knicks (owned by MSG Sports) | President | 2017–2020 | Led franchise operations and executive oversight |
| New York Knicks (owned by MSG Sports) | EVP & General Manager | 2013–2017 | Player/operations oversight and strategic planning |
| Athletes & Entertainers Wealth Management Group, LLC | Partner | 2009–2013 | Advisory/financial stewardship for talent |
| MSG Networks | COO & Sports Business President | 2003–2009 | Sports media operations; distribution/commercial strategy |
| National Basketball Association | Various roles | 1984–2000 | League operations and stakeholder engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Selective Insurance Group, Inc. | Director | Since Sep 2020 | Public company directorship (P&C insurance) |
| Madison Square Garden Sports Corp. (MSG Sports) | Director | Since 2020 | Interlock with Dolan-controlled entity |
| Ariel Investments | Trustee | Since 2015 | Asset management governance role |
| Hospital for Special Surgery | Board of Advisors | Since 2011 | Healthcare advisory |
| Princeton University Varsity Club | Director | Since 2010 | Academic/athletics governance |
| USA Basketball | Trustee | 1992–2000 | National sports federation oversight |
| Basketball Hall of Fame | Trustee | 1992–2000 | Nonprofit governance |
Board Governance
- Committee assignments: Mills is not listed as a member of AMCX’s standing committees; Audit Committee members are Vogel (Chair), Tow, Perelman, and Compensation Committee members are Tow (Chair), Tese .
- Independence: The Board determined Mills is independent under NASDAQ and SEC rules despite outside directorships at MSG Sports and prior MSG Networks service .
- Attendance: The Board met six times in 2024; each director attended at least 75% of Board and applicable committee meetings (Mills included) .
- Controlled company context: AMCX is a NASDAQ “controlled company” with dual-class voting; 54% of the Board is independent .
- Executive sessions: Independent directors meet in executive session at least twice per year, facilitated by independent Class A committee chairs .
Fixed Compensation
| Component | Program Terms (2024) | Mills 2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $70,000 | $46,654 (prorated Jun 12–Dec 31, 2024) |
| Committee membership retainer | $25,000 (per committee) | — (not on standing committees) |
| Committee chair fee | $35,000 (Audit); $35,000 (Compensation) | — |
| Meeting fees | $2,000 per meeting | Included in “Fees Earned” |
| Non-Executive Chairman fee | $200,000 (role-level; approved Oct 1, 2024) | N/A (role held by James L. Dolan) |
Performance Compensation
| Equity Element | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|---|
| Annual RSU grant (director equity retainer) | Jun 12, 2024 | 8,042 RSUs | $127,868 | RSUs vest on grant; settle 90 days after service ceases | None disclosed for directors (no performance-based component) |
Notes: Annual director equity retainer is $135,000 determined by dividing by the 20-day average closing price prior to the annual meeting; awards vest on grant and settle post-service, reinforcing long-term alignment and retention .
Other Directorships & Interlocks
| External Entity | Potential Interlock/Conflict Consideration | AMCX Mitigation/Policy |
|---|---|---|
| MSG Sports | Mills serves as director; AMCX maintains special approval policy for any transactions with MSG Sports, Sphere Entertainment, or MSG Entertainment above $1 million requiring independent committee oversight; Audit Committee receives quarterly updates on all related party transactions | |
| Selective Insurance Group; Ariel Investments; HSS; Princeton Varsity | No disclosed related-party transactions with AMCX | Related party transactions require Audit Committee or Independent Committee review under Item 404 thresholds |
Expertise & Qualifications
- Senior operating leadership in sports/media (Knicks President/EVP/GM; MSG Networks COO/Sports Business President) and league-level experience (NBA), supporting oversight of distribution partnerships, content monetization, and stakeholder engagement .
- Public company governance (Selective Insurance Group) and fiduciary roles (Ariel Investments trustee), adding cross-industry financial and governance perspective .
Equity Ownership
| As of March 12, 2025 | Class A Shares Beneficially Owned | % of Class | Class B Shares | Vested RSUs Included |
|---|---|---|---|---|
| Stephen C. Mills | 8,542 | <1%* | — | 8,042 RSUs (vested; settle 90 days post-service) |
Trading/pledging policy: AMCX prohibits hedging, short sales, and pledging of Company stock and requires pre-approval of trading by directors and officers, reducing misalignment risks and collateralization red flags .
Governance Assessment
- Independence and engagement: Mills is Board-designated independent despite external MSG Sports role; attendance met threshold in 2024, supporting baseline engagement .
- Committee influence: Not seated on Audit or Compensation, limiting direct influence on financial reporting oversight and executive pay; however, AMCX uses independent committees and independent-only executive sessions to bolster governance .
- Alignment via equity: Director RSUs vest on grant but settle only upon departure, encouraging retention and deferred ownership; no performance conditions are applied to director awards, consistent with market practice but lacking explicit performance linkage .
- Conflicts oversight: Interlocks with MSG Sports are mitigated through a robust related-party policy requiring Independent Committee review for transactions >$1 million and Audit Committee quarterly reporting; Board explicitly evaluated Mills’ independence in light of these ties .
- Structural risks (RED FLAGS): AMCX’s controlled company status and dual-class voting (Dolan Family Group combined voting power 78.02%) can entrench control and dilute minority influence, elevating scrutiny of board effectiveness and independence .
- Legal domicile shift context: Proposed redomestication to Nevada emphasizes statutory business judgment protections and reduced litigation/franchise taxes but narrows stockholder inspection rights versus Delaware; investors should monitor how this affects governance transparency and accountability going forward .
Key data sources: AMC Networks Inc. DEF 14A (April 25, 2025).