Steven Mills
BLACK HILLS CORP /SD/About Steven R. Mills
Independent Chairman of the Board of Black Hills Corporation since May 1, 2020; age 69; director since 2011 (Class III, term expiring 2027). Former public company financial executive with 40+ years in accounting, corporate finance, strategic planning, risk management, and M&A; ex-CFO of Amyris, Inc. and long-tenured senior executive at Archer Daniels Midland (ADM). No other U.S. public company directorships; current board roles include Arianna S.A., Illinois College, and First Illinois Corporation (Hickory Point Bank & Trust) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amyris, Inc. | Chief Financial Officer | May 2002–Dec 2003 | Led finance for renewable products company |
| Archer Daniels Midland Company | Senior executive roles incl. CFO, Controller; SVP Strategic Planning; EVP Performance & Growth | 33-year career | Global strategic planning, M&A, capital deployment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arianna S.A. | Director | Not disclosed | Private board role |
| Illinois College | Director | Not disclosed | Non-profit/academic board |
| First Illinois Corporation (Hickory Point Bank & Trust) | Director | Not disclosed | Private financial institution board |
| U.S. Public Company Boards | — | — | None |
Board Governance
- Board leadership: Independent Chairman (Steven R. Mills) since May 1, 2020; CEO and Chair roles separated to focus CEO on operations and Chair on governance .
- Independence: Mills determined independent under NYSE listing standards; Board independence reviewed annually by Governance Committee .
- Committees: Member, Governance Committee (Chair: Teresa A. Taylor). Governance Committee met 3 times in 2024; 100% independence .
- Board activity: Board held 6 meetings in 2024; each current director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Each regularly scheduled Board meeting includes an executive session of independent directors .
- Risk, sustainability, and security oversight: Board oversees ERM (quarterly risk reports), ESG strategy, and cyber/physical security via CIO briefings .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | $222,500 | Reflects Board retainer, Chairman retainer, and committee retainer; no meeting fees |
Fee structure changes (effective 2024):
- Board cash retainer increased from $95,000 to $120,000 effective May 1, 2024; RSUs increased from $105,000 to $135,000; Chairman retainer increased from $100,000 to $120,000; Governance Committee Chair retainer increased to $12,500; no meeting fees .
Performance Compensation (Director)
| Grant Date | Instrument | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|
| May 1, 2024 | Restricted Stock Units | $135,000 | Vests following 2025 annual meeting | Dividend equivalents accrue; directors received no stock options in 2024 |
Directors did not receive options or performance-based equity; director equity is time-based RSUs. No director meeting fees paid .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed for the company (no reciprocal executive-director overlaps) |
| Public company interlocks (Mills) | None; Mills holds no other U.S. public company directorships |
| Related-party transactions | None reportable in 2024; related-party transactions reviewed under Board policy |
Expertise & Qualifications
- Financial expert: Former CFO, Controller; deep experience in accounting, corporate finance, capital deployment, strategic planning, risk management, and M&A .
- Governance: Experienced director across public, private, and non-profit boards; independent Chairman leading agendas, executive sessions, and CEO evaluation process .
- Utility-relevant skills: Financial acumen and strategic planning reflected in Board skill matrix; risk management and governance capabilities .
Equity Ownership
| Holder | Shares Beneficially Owned | Outstanding Equity Awards | Total | % of Outstanding |
|---|---|---|---|---|
| Steven R. Mills | 18,687 | 27,306 | 45,993 | <1% |
- Director stock ownership guidelines: 5x annual cash Board retainer; all directors have met guidelines except Messrs. Granger and Prochazka (Mills meets guideline) .
- Hedging/pledging: Company policy prohibits hedging and pledging; directors may not pledge BKH stock as collateral .
Governance Assessment
-
Strengths
- Independent Chair (Mills) provides robust separation of oversight and management; independent executive sessions each meeting .
- Formal governance processes: annual Board and committee evaluations; rigorous independence screening; clear resignation policies (plurality-plus; age 72 retirement) .
- No director-related party transactions in 2024; anti-hedging/anti-pledging policies enhance alignment .
- Director compensation is balanced (cash + time-based RSUs) and in-line with peers; no meeting fees minimize pay inflation .
-
Potential Watch Items
- Board tenure: Mills has served since 2011; while experience supports continuity, investors may monitor refreshment as he approaches age-based resignation threshold (72) .
- Equity awards are time-based for directors (no performance linkage); alignment relies on ownership guidelines and anti-hedging rather than performance-conditioned director pay .
-
Alignment and Shareholder Signals
- Say-on-pay (executive) support was 97% at 2024 meeting, signaling broader shareholder confidence in compensation governance overseen by the Board chaired by Mills .
- Committee independence and use of independent consultants (Meridian) for executive compensation design bolster governance rigor .
RED FLAGS: None disclosed for Mills—no related-party transactions, no pledging/hedging, independent status affirmed, and engagement (attendance minimums) met .