Stephen C. Mills

About Stephen C. Mills

Stephen C. Mills, 65, has served as an independent director of Selective Insurance Group (SIGI) since 2020. He sits on the Compensation & Human Capital, Corporate Governance & Nominating, and Finance & Investments Committees, bringing three decades of senior leadership experience at Madison Square Garden Sports and the New York Knicks; he holds a B.A. from Princeton University . The Board has determined Mr. Mills is independent under Nasdaq and SEC rules, and all directors (other than the CEO) are independent; all directors attended at least 75% of Board/committee meetings in 2024, with average attendance over 98% .

Past Roles

External Roles

Board Governance

• Committee assignments: Compensation & Human Capital (CHCC), Corporate Governance & Nominating, and Finance & Investments; no disclosed chair roles for Mr. Mills .
• Meeting cadence and scope: CHCC (6 meetings, 2024) oversees executive and director pay, succession, clawback/hedging oversight, and HCM; Governance & Nominating (4) handles director nominations, board composition, Code of Conduct conflicts, and sustainability oversight; Finance & Investments (5) oversees investment policy, capital structure, dividends, and integration of sustainability into investment diligence .
• Independence and engagement: The Board deemed all directors (except the CEO) independent; all directors attended ≥75% of meetings in 2024 (average 98%); seven Board meetings and four independent director executive sessions were held in 2024 .
• Board leadership and counterbalance: CEO serves as Chair; Lead Independent Director is Robert Kelly Doherty (since 2022), with meaningful counterbalancing authority .
• Sustainability oversight: Delegated to Governance & Nominating; committee members provide sustainability insights and report to full Board—Mills contributes as a member .
• Overboarding policy: Directors limited to ≤4 public boards; Mills serves on 3 (SIGI, MSGS, AMCX), within the limit .

Committee Membership Detail (2024)

Fixed Compensation

• Director pay program (2024): Annual cash retainer $100,000; annual equity grant (RSUs) $110,000 grant-date fair value; third-committee member retainer $8,000; chair fees: Audit $35,000; Finance & Investments $35,000; CHCC $25,000; Governance & Nominating $25,000; no per-meeting fees .
• Mr. Mills’ 2024 director compensation: $108,000 cash, $110,004 stock awards (RSUs), total $218,004; he did not elect to receive the retainer in stock in 2024 .
• Mr. Mills’ 2023 director compensation: $100,000 cash, $110,078 stock awards (RSUs), total $210,078; he did not elect stock for his 2023 retainer .
• 2024 equity valuation: RSUs valued at $96.41 per share grant-date fair value under ASC 718 .

Observation: The $8,000 increase in 2024 cash fees matches the program’s third-committee retainer, consistent with Mr. Mills serving on three standing committees .

Performance Compensation

• Structure: Non-employee director equity is delivered entirely in time-vested RSUs; there are no stock options outstanding for directors and no disclosed performance-vesting conditions for director equity in 2024 .

Other Directorships & Interlocks

• Independence review: The proxy details independence considerations for other directors (Doherty, Mitchell) and concludes the full slate (excluding CEO) is independent; no related-person transactions were cited for Mr. Mills .

Expertise & Qualifications

• Profiled skills: Financial statement/public disclosure; investment; finance/capital management; human capital management; risk management (including sustainability); public company executive experience; marketing/branding .
• Board’s rationale: Marketing/brand communication and human capital leadership across media-intensive public companies; investment fiduciary perspective from Ariel; knowledge of corporate sustainability and social responsibility .

Equity Ownership

• Beneficial ownership: 4,485 SIGI shares as of Feb 20, 2025; <1% of shares outstanding .
• Unvested RSUs: 1,141 as of Dec 31, 2024 .
• Options: None outstanding for any director as of Dec 31, 2024 .
• Pledging/hedging: No directors/officers hold SIGI stock in margin accounts or have pledged shares; SIGI prohibits hedging and derivative arrangements by directors .
• Stock ownership guideline: Directors must own 5x annual retainer within five years of first election; all directors have met or are on track .

Governance Assessment

• Strengths:

  • Independent director with multi-committee service (Compensation & HCM; Governance & Nominating; Finance & Investments), aligning with oversight of pay, board composition/sustainability, and capital/investments .
  • High board engagement: seven Board meetings and four independent sessions in 2024; all directors ≥75% attendance, average 98% .
  • Pay alignment and simplicity: balanced cash/equity with RSUs (no options, no performance complexity); share ownership guideline (5x retainer) and hedging prohibition support alignment .
  • Shareholder support: 2024 Say-on-Pay passed with >99% approval—a signal of investor confidence in compensation governance .

• Watch items:

  • Time commitments: Serves on three SIGI committees plus two external public boards (MSGS, AMCX); within SIGI’s overboarding cap (≤4), but time demands should continue to be monitored .
  • No disclosed conflicts for Mills; continue monitoring related-person transactions annually per Governance & Nominating Committee remit .

• Red flags:

  • None disclosed specific to Mr. Mills. No pledging, no director options, no director-related party transactions noted; independence affirmed .

Director Compensation (Detail Reference)

Additional Board Context

• Majority voting for directors; resignation required if nominee fails to receive a majority in uncontested elections, with Governance & Nominating recommendation and Board decision process .
• CHCC uses independent consultant (Exequity LLP) with no conflicts to advise on executive and director compensation; CHCC oversees clawback policy and hedging/pledging policies .

Overall: Mills presents as an engaged, independent director with relevant marketing/brand, human capital, and investment oversight experience. Compensation design and ownership policies indicate solid alignment; no specific conflicts or attendance concerns were disclosed by the company .