Scott Mills
PRINCIPAL FINANCIAL GROUPAbout Scott M. Mills
Scott M. Mills, age 56, has served on Principal Financial Group’s Board since 2016 and as independent Lead Director since 2020. He is President and CEO of BET Media Group (since 2021), and previously held senior executive roles at Viacom, including EVP & Chief Administrative Officer (2015–2017) and EVP of Human Resources & Administration (2012–2015). He earned a bachelor’s degree in economics from the Wharton School (University of Pennsylvania) and is affirmed independent by the Board as of February 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BET Media Group (Paramount) | President & CEO | 2021–present | Executive leadership of entertainment business |
| BET Networks (Viacom) | President | 2018–2021 | Led network operations |
| Viacom, Inc. | EVP & Chief Administrative Officer | 2015–2017 | Corporate administration leadership |
| Viacom, Inc. | EVP, Human Resources & Administration | 2012–2015 | HR and admin leadership |
| BET Networks (Viacom) | President & COO; CFO; President of Digital Media | Prior to 2012 | P&L, finance, digital strategy |
| City of Philadelphia | Deputy Treasurer | Prior | Public finance; investment banking experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BET Media Group | President & CEO | 2021–present | Strategic and operational leadership |
| Investment Banking | Banker | Prior | Capital markets experience |
| City of Philadelphia | Deputy Treasurer | Prior | Municipal treasury, public finance |
| Other public company boards | None | — | No external public board interlocks |
Board Governance
- Roles and independence: Lead Director (appointed by independent Directors in 2020); independent Director; Board affirmed independence of Mills in Feb 2025 .
- Lead Director responsibilities: Co-sets Board agendas with Chair; presides when Chairman not present; plans/leads executive sessions; leads Board self-evaluation; can call special meetings; leads CEO succession discussions. Executive sessions were held with each regularly scheduled Board meeting in 2024 .
- Attendance: Board held 11 meetings in 2024 (five were two-day); no Director attended fewer than 75% of aggregate Board/committee meetings; all Directors attended the annual shareholders meeting virtually .
- Committee memberships (Mills):
- Audit Committee member; all members independent and “audit committee financial experts”; 9 meetings in 2024 .
- Nominating & Governance Committee member; 4 meetings in 2024 .
- Executive Committee member; 0 meetings in 2024 .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 9 | All members financially literate; independent; “audit committee financial experts” |
| Nominating & Governance | Member | 4 | Oversees independence, self-evaluations, Director comp, governance guidelines, ESG/political activities |
| Executive | Member | 0 | Authority between meetings; acts on matters delegated by Board |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount | Notes |
|---|---|---|
| Board cash retainer | $115,000 | Paid semi-annually |
| Lead Director cash retainer | $50,000 | Paid semi-annually |
| Cash fees earned (Mills) | $165,000 | Reported 2024 cash fees |
| Annual RSU retainer (grant-date fair value) | $200,000 | Granted at annual meeting; time-based |
| Stock awards (Mills) | $199,959 | 2024 grant-date fair value |
| Total compensation (Mills) | $364,959 | Cash + stock awards |
Program design and market positioning:
- Target at median of Director compensation peer group; reviewed by independent consultant Compensation Advisory Partners; no changes as of Nov 25, 2024 .
- Plan limits: Combined cap for stock awards plus fees/retainers $750,000 ($1,000,000 for Independent Chairman) .
Performance Compensation (Director Equity Program)
| Element | Metric(s) | Vesting | Deferral/Settlement | Notes |
|---|---|---|---|---|
| Time-based RSUs | None (time-based only) | Vest at next annual meeting | Deferred until Director leaves Board; payout in common shares | Dividend equivalents accrue as additional RSUs |
| RSUs outstanding (Mills, 12/31/2024) | — | — | — | 27,274 RSUs outstanding |
Other Directorships & Interlocks
| Company | Current Public Board | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| — | None | — | No current public company boards |
Compensation Committee interlocks: None disclosed for Human Resources Committee (no officer service; no related person transactions requiring disclosure; no reciprocal interlocks) .
Expertise & Qualifications
- Skills: Executive leadership; investment management; accounting & finance; executive compensation; HR/talent; marketing; product development; strategic planning; technology .
- Skills matrix: Independent Directors’ matrix shows Mills with experience across central areas including senior executive experience, accounting & finance, executive compensation, HR/talent, technology, and others .
- Financial expertise: Audit Committee designation indicates Mills qualifies as an “audit committee financial expert” (per committee statement that all members are such) .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Scott M. Mills | 29,734 | * (<1%) | Beneficial ownership as of Mar 10, 2025; less than 1% indicated by asterisk |
| Mills – RSUs Outstanding (12/31/2024) | 27,274 | — | Director RSUs at year-end |
| Mills – Stock units/phantom units (pecuniary interest) | 2,460.354 | — | Units tied to employer stock/plan options |
Ownership alignment and policies:
- Director stock ownership guidelines: Hold all RSUs until retirement; guideline of owning interests equal to 5x annual Board cash retainer within five years. Company states all Directors with tenure ≥5 years have satisfied the guideline; Mills has served since 2016, indicating compliance .
Governance Assessment
- Strengths for investor confidence:
- Independent Lead Director with robust responsibilities (agenda setting, executive sessions, succession oversight), signaling strong independent oversight .
- Multi-committee service including Audit and Nominating & Governance; audit financial expert designation enhances financial reporting oversight .
- High engagement: No attendance issues; executive sessions at each regular meeting in 2024 .
- Pay mix skewed to equity (time-based RSUs with hold-until-retirement), reinforcing long-term alignment; cash includes Lead Director premium appropriate to role .
- Board affirmed independence; no Mills-specific related party transactions disclosed; strong related party monitoring policies .
- Considerations:
- External CEO role at BET Media Group implies significant time commitments; continued monitoring of attendance and engagement remains appropriate. Current disclosures show no attendance concerns .
RED FLAGS
- None disclosed specific to Mills. Company prohibits executive hedging; Director program requires hold-until-retirement of RSUs; no pledging or related-party issues involving Mills are disclosed .
Notes on Director Compensation Program Structure
- Independent consultant (Compensation Advisory Partners) advises on Director pay; market-based positioning at peer median; minimum vesting on equity awards; no repricing; no tax gross-ups for executives other than relocation; clawback policies for executives (broader governance posture) .