Steven Mills
MMCAbout Steven A. Mills
Independent director since 2011 (age 73). Former IBM Executive Vice President of Software & Systems, overseeing a $40B product business with ~100,000 employees globally; brings deep leadership, technology/cybersecurity and international experience. Currently chairs MMC’s Compensation Committee and serves on Directors & Governance and Executive Committees; classified as independent under NYSE and company standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Executive Vice President, Software & Systems | Joined 1973; retired Dec 2015 | Directed ~$40B product business; led ~100,000 employees across development, manufacturing, sales, marketing, and support functions. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syniti, Inc. (private) | Director | Current | Not disclosed. |
| Arcadian Networks, Inc. (private) | Director | Current | Not disclosed. |
| Other public company boards | N/A | — | None disclosed. |
Board Governance
- Committee assignments: Compensation (Chair); Directors & Governance; Executive.
- 2024 meeting cadence: Board 11; Compensation 6; Directors & Governance 6; Executive 0.
- Attendance and engagement: Average director attendance ~96%; all directors attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting. Independent directors held six executive sessions in 2024; Compensation Committee meets in executive session without management at each meeting and uses an independent consultant (Pay Governance LLC).
- Independence: All directors other than the CEO are independent; membership on Compensation and Directors & Governance committees is limited to independent directors.
- Compensation Committee Report: Signed by Mills (Chair), confirming oversight of CD&A inclusion.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Basic annual retainer | $140,000 | Paid quarterly; directors may elect cash or common stock; deferral options available. |
| Compensation Committee chair supplement | $25,000 | Annual supplement for chair role. |
| 2024 Fees Earned or Paid in Cash (reported) | $165,000 | Mills elected to receive quarterly payments in MMC common stock. |
| Meeting fees | $0 | No meeting fees or non-chair committee retainers. |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant-Date Fair Value | Price Basis | Performance Metrics | Deferral |
|---|---|---|---|---|---|---|
| Annual director stock award (DSCP) | Jun 1, 2024 | 971 shares | $200,000 | $206.055 per share (avg of high/low on May 31, 2024) | None for directors (standard annual grant) | Not disclosed for Mills; permitted under plan to defer. |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Transaction |
|---|---|---|
| None (public companies) | — | No interlocks disclosed. |
| Related party transactions | Policy administered by Directors & Governance Committee; 2024 disclosed items involve NiSource and an executive family-member employment; none involve Mills. |
Expertise & Qualifications
- Key skills: Leadership; Financial Industry; International; Technology & Cybersecurity.
- Governance practices: Majority voting; independent chair; proxy access; prohibition on director hedging/pledging; director ownership requirements.
Equity Ownership
| Holder | Sole Voting & Investment Power (shares) | Other Than Sole (shares) | Total | % of Outstanding |
|---|---|---|---|---|
| Steven A. Mills | 2,352 | 47,553 | 49,905 | <1%; no individual director >1% (group ~0.35%). |
- Director stock ownership guidelines: Minimum 5x basic annual retainer; directors may not sell MMC shares until threshold attained. Hedging and pledging company securities by directors are prohibited.
Governance Assessment
- Strengths: Independent director with extensive large-scale operating experience; chairs Compensation Committee with robust processes (six meetings, executive sessions, and independent consultant); strong board attendance culture and executive session cadence; clear prohibitions on hedging/pledging; transparent director pay structure without meeting fees; clawback and double-trigger change-in-control protections for executive awards overseen by his committee.
- Alignment: Mills’ 2024 director pay mix is balanced (cash retainer + fixed annual equity grant) and he elected to take quarterly retainers in stock, signaling alignment; director ownership guidelines and sale restrictions reinforce long-term orientation.
- Conflicts/Related-party exposure: No related-party transactions disclosed involving Mills for 2024; Compensation and Governance committees restricted to independent directors.
- Shareholder signals: 2024 say-on-pay approval 93% suggests investor confidence in compensation oversight.
- RED FLAGS: None disclosed specific to Mills. Monitoring items include long tenure (on board since 2011) and ongoing oversight of share pool expansion under Amended & Restated 2020 Plan; however, plan maintains 12‑month minimum vesting, no repricing without shareholder approval, and independent administration.