Steven Mizell
About Steven Mizell
Independent director since June 2024 (age 65). Former EVP & Chief Human Resources Officer at Merck (2018–2024) and Monsanto (2004–2018). Holds a B.S. from Georgia Institute of Technology and an M.S. from Carnegie Mellon University; NACD Directorship Certification. Board-determined independent; served on Compensation (Chair), Audit, and Nominating & Corporate Governance committees, with 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merck & Co., Inc. | EVP & Chief Human Resources Officer | Oct 2018 – Jul 1, 2024 | Led global human capital for ~68,000 employees |
| Monsanto Company | EVP & Chief Human Resources Officer | 2004 – 2018 | Built industry-leading workplace for ~20,000 employees |
| AdvancePCS Inc. | SVP & Chief Corporate Resources Officer | Prior to 2004 | Corporate resources leadership |
| Various companies (energy, defense, manufacturing, communications, tech) | HR leadership roles | Prior | Human resources management roles |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegion plc (NYSE: ALLE) | Director | Since Feb 2020 | Not disclosed in GRAL proxy |
| Group 1 Automotive, Inc. (NYSE: GPI) | Director | Since Mar 2021 | Not disclosed in GRAL proxy |
| National Association of Corporate Directors | Directorship Certification® | Earned | Credential |
Board Governance
- Committee assignments (2024): Compensation Committee Chair; Audit Committee Member; Nominating & Corporate Governance Committee Member .
- Independence: Board affirmed independence under Nasdaq rules; also meets heightened independence for compensation committee and Rule 16b-3 “non-employee director” status .
- Attendance: The Board met 5 times in 2024; each director attended all Board and committee meetings during their service period .
- Committee meeting frequency (2024): Compensation—4; Audit—2; Nominating & Corporate Governance—1 .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 4 |
| Audit | Member | 2 |
| Nominating & Corporate Governance | Member | 1 |
The Compensation Committee retains independent consultant Compensia; committee independence and absence of interlocks disclosed (no insider participation or reciprocal board/comp ties) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $42,301 | Pro-rated; elected deferral into DSUs covering 2,373 shares (fully vested) |
| Stock Awards (2024) | $449,990 | RSUs, grant-date fair value per ASC 718; initial director award |
| Option Awards (2024) | — | Company does not grant options to directors |
| Total (2024) | $492,291 | Summation of above |
Non-Employee Director Compensation Program (rates):
| Cash Retainers | Amount |
|---|---|
| Annual Board Retainer | $50,000 |
| Committee Chair—Audit | $20,000 |
| Committee Chair—Compensation | $15,000 |
| Committee Chair—Nominating & Governance | $10,000 |
| Committee Member—Audit | $10,000 |
| Committee Member—Compensation | $7,500 |
| Committee Member—Nominating & Governance | $5,000 |
| Non-Executive Board Chair Additional Retainer | $50,000 |
| Lead Independent Director Additional Retainer | $35,000 (none in 2024; Chair is independent) |
Performance Compensation
| Equity Award | Grant Value | Vesting Schedule | Performance Metrics |
|---|---|---|---|
| Initial RSU (upon election/appointment) | ~$450,000 | One-third annually on each of first 3 anniversaries, subject to continued Board service | None disclosed (time-based) |
| Annual RSU (at Annual Meeting) | ~$250,000 | Vests in full on earlier of 1-year anniversary or next Annual Meeting, subject to continued Board service | None disclosed (time-based) |
| Change-in-Control Treatment (directors) | N/A | Director equity vests in full immediately prior to a change-in-control if the director will not continue on the post-CIC board | Not performance-based |
Clawback Policy: Applies to executive officers for incentive-based comp upon accounting restatements; not specific to director equity .
Other Directorships & Interlocks
| Company | Relationship to GRAL | Potential Interlock/Conflict |
|---|---|---|
| Allegion plc | Unrelated industry (security products) | None disclosed |
| Group 1 Automotive | Unrelated industry (auto retail) | None disclosed |
Compensation Committee Interlocks: None; no GRAL executives serving on boards/comp committees of entities with reciprocal exec roles at GRAL .
Expertise & Qualifications
- Human capital and organizational leadership; risk management; global talent strategy .
- Science/engineering academic foundation (Georgia Tech B.S., Carnegie Mellon M.S.) .
- NACD certification signals governance proficiency .
Equity Ownership
| Holder | Form of Holding | Shares/Units | % of Outstanding | Notes |
|---|---|---|---|---|
| Steven Mizell | Fully vested deferred stock units | 2,373 | <1% | Beneficial ownership table |
| Unvested RSUs (as of 12/31/2024) | RSUs (unvested) | 26,470 | N/A | Director equity outstanding |
Policy signals:
- Hedging prohibited for directors under Insider Trading Policy; pledging not disclosed .
- No pledging reported in ownership tables; no director loans or related-party holdings disclosed for Mizell .
Governance Assessment
- Strengths: Independent status, 100% attendance, significant committee leadership (Compensation Chair), and use of independent comp consultant (Compensia) support board effectiveness and investor confidence .
- Alignment: Director comp mix skews to equity via RSUs; Mizell elected to defer cash into fully vested DSUs (2,373 units), increasing equity alignment. No options granted; equity is time-based, reducing risk of option repricing .
- Oversight: Audit Committee membership with independent composition and designated financial expert (Chase) enhances financial oversight; committee reviews related-person transactions, mitigating conflict risk .
- Spin-off-related structures: Ongoing agreements with Illumina (royalty suspension for 2.5 years, tax/separation arrangements, voting proxy) represent company-level related party context but no director-specific conflicts identified for Mizell .
RED FLAGS
- Change-in-control acceleration for director equity (if not continuing post-CIC) is standard but can be viewed as a misalignment risk if transactions are contemplated; monitor Board discretion and potential transaction timing .
- No director-specific related-party transactions, hedging, pledging, or Section 16 issues disclosed for Mizell; overall low personal conflict profile .