Jeannette Mills
Shoals Technologies GroupAbout Jeannette Mills
Jeannette Mills (age 58) is an independent Class II director at Shoals Technologies Group (SHLS), serving since August 2022. She is Executive Vice President and Chief Administrative Officer (EVP & CAO) at the Tennessee Valley Authority (TVA) since August 2024, with 30+ years’ operating and regulatory experience across utilities and energy, and holds a B.S. in Electrical Engineering (Virginia Tech) and an MBA (Loyola University Maryland) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tennessee Valley Authority (TVA) | EVP & Chief Administrative Officer | Aug 2024 – Present | Leads Technology & Innovation, Supply Chain, Safety & Health, Facilities, Security & Resiliency, Aviation Services |
| Tennessee Valley Authority (TVA) | EVP & Chief External Relations Officer | Feb 2020 – Aug 2024 | External affairs leadership for a federally owned electric utility |
| National Grid plc | SVP – Safety, Health, Environmental & Assurance | Mar 2017 – Feb 2020 | Oversight of SHEA for multinational utility |
| Maryland Public Service Commission | Executive position (title not specified) | Not disclosed | Regulatory executive experience |
| Baltimore Gas & Electric | Executive position (title not specified) | Not disclosed | Utility operating experience |
The proxy attributes a “demonstrated track record” in operations, risk management, strategy development, and financial management to Ms. Mills .
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medifast, Inc. (NYSE: MED) | Director; Compensation Committee member | Prior role (dates not specified) | Prior public company board and committee experience |
| Women’s Foundation for a Greater Memphis | Board member | Current | Non-profit governance |
| American Association of Blacks in Energy | Board member | Current | Industry non-profit |
| Tennessee Theatre | Board member | Current | Community non-profit |
| Cal Ripken, Sr. Foundation | Board member | Current | Community non-profit |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined Ms. Mills is independent under Nasdaq standards |
| Committee assignments | Nominating & Corporate Governance Committee (member) |
| Committee chair roles | None (current NC&G Chair is Brad Forth) |
| Attendance | In 2024, each director attended at least 75% of Board and applicable committee meetings; all directors then in office attended the 2024 annual meeting |
| Director class/tenure | Class II; Director since 2022; current term expires at 2026 annual meeting |
| Board structure context | Board declassification approved in 2024; annual elections phased in through 2027 |
Fixed Compensation (Director)
| Component | 2024 Amount/Structure |
|---|---|
| Annual cash retainer | $75,000 (paid quarterly; non-employee director standard) |
| Committee chair fees | $25,000 Audit Chair; $15,000 Comp Chair; $15,000 N&CG Chair (not applicable to Ms. Mills in 2024) |
| Additional Chair equity | Chair of the Board receives an extra ~$100,000 RSU award (not applicable to Ms. Mills) |
| 2024 RSU grant | 20,619 RSUs granted 2-May-2024; grant-date fair value $180,003; vests 100% at the 2025 Annual Meeting (May 1, 2025) subject to continued service |
The Board increased the standard annual director RSU award value from $160,000 to $180,000 effective May 2, 2024 .
Performance Compensation (Director)
| Element | Status/Details |
|---|---|
| Performance-based director equity | None disclosed; director equity is time-vested RSUs with 1-year vest at next annual meeting |
| Performance metrics tied to director pay | N/A (no performance-conditioned PSU program for directors disclosed) |
Other Directorships & Interlocks
| Topic | Details |
|---|---|
| Current public company boards | None disclosed for Ms. Mills (prior: Medifast, Inc.) |
| Related-party/Interlock considerations | Shoals considered proposed arrangements with TVA (where Ms. Mills is an executive). Board determined amounts did not exceed materiality thresholds and that Ms. Mills had no direct or indirect material interest and did not participate in negotiations/approvals . |
Expertise & Qualifications
- Board skills matrix flags Ms. Mills for: Financial Expertise; Corporate Governance; Compensation; Research & Product Development; Energy and Adjacent Markets; International; Human Capital Management; Manufacturing & Supply Chain; M&A .
- Education: B.S. Electrical Engineering (Virginia Tech); MBA (Loyola University Maryland) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (Mar 6, 2025) | 33,679 shares of Class A common stock; less than 1% |
| Shares outstanding basis | 167,115,267 Class A shares outstanding as of Mar 6, 2025 |
| Unvested director RSUs at FY-end 2024 | 20,619 RSUs (2024 grant; equal to unvested/outstanding stock awards at FYE for non-employee directors receiving standard grant) |
| Hedging/pledging | Company prohibits hedging and pledging of Company stock for directors/officers/employees |
| Director ownership guidelines | 5x annual cash retainer for non-employee directors; 50% net-after-tax retention until requirement met (compliance status not disclosed) |
Insider Trades and Section 16 Filings (Director-related)
| Date (Filing/Period) | Transaction/Instrument | Quantity/Notes |
|---|---|---|
| 2-May-2024 (2024 fiscal year) | RSU grant under Director Policy | 20,619 RSUs; vests at 2025 Annual Meeting; grant-date fair value $180,003 |
| 5-May-2025 (Period: 1-May-2025) | Form 4 filed reporting change in beneficial ownership | See filing (details reported in SEC Form 4) |
| 8-May-2023 (Period: 4-May-2023) | Form 4 filed reporting director equity award | See filing (details reported in SEC Form 4) |
Note: The 2024 director RSU grant data (shares, vest timing, value) are disclosed in the proxy’s Director Compensation section. Form 4 links provide official transaction details.
Governance Assessment
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Strengths
- Independent director with strong utilities/operator background; sits on Nominating & Corporate Governance Committee, aligning expertise with governance oversight .
- Attendance threshold met; all directors attended the 2024 annual meeting—supports engagement .
- Clear director pay structure (cash retainer + time-vested RSUs), ownership guidelines (5x retainer), and prohibitions on hedging/pledging—alignment mechanisms are in place .
- Board declassification underway, improving annual accountability to shareholders .
- Shareholders supported say‑on‑pay at ~82% in 2024, an indirect signal of compensation/governance acceptability .
-
Watch items / potential conflicts
- TVA relationship: Shoals’ proposed arrangements with TVA were reviewed; amounts below materiality thresholds and Mills did not participate/no material interest. Nonetheless, ongoing monitoring of any TVA-related dealings is prudent given her executive role at TVA. No independence impairment was found by the Board . — RED FLAG (monitoring): Potential related-party perception risk even if formally mitigated .
- Director equity is time-based RSUs (no performance conditioning). This is common market practice but provides less direct performance linkage versus PSU structures (note: not atypical for directors) .
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Overall: Mills’ independence, governance committee role, and industry-operating depth are positives for board effectiveness. The TVA connection has been addressed through process safeguards; continued disclosure and recusal practices should sustain investor confidence .
Footnotes: — indicates not disclosed in cited sources.