Karen Mills
About Karen G. Mills
Independent director at Skillsoft (SKIL) since June 2021; age 71. She serves as Audit Committee Chair and a member of the Talent and Compensation Committee; the Board determined she is independent under NYSE standards and an “audit committee financial expert.” Education: AB in Economics, magna cum laude, Harvard; MBA, Harvard Business School. Background includes Senior Fellow at Harvard Business School (since Jan 2014), President of MMP Group (since Oct 1993), Vice Chair of the National Bureau of Economic Research, member of the Harvard Corporation, prior U.S. SBA Administrator (2009–2013). Qualifications cited: strategic and financial expertise, growth and leadership, significant board experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Small Business Administration | Administrator (Cabinet Member) | Apr 2009 – Aug 2013 | Led federal small business policy and programs |
| Clarivate Plc (NYSE: CLVT) | Director | May 2019 – Jan 2021 | Director; public company board experience |
| Churchill Capital Corp II (predecessor to SKIL) | Director | Jun 2019 – Jun 2021 | Pre-merger SPAC director (Skillsoft predecessor) |
| Churchill Capital Corp III | Director | Oct 2020 – Jul 2021 | SPAC board; interlock with sponsor ecosystem |
| Churchill Capital Corp IV | Director | Oct 2020 – Jul 2021 | SPAC board; interlock with sponsor ecosystem |
| Churchill Capital Corp V | Director | Dec 2020 – Oct 2023 | SPAC board; interlock with sponsor ecosystem |
| Churchill Capital Corp VI | Director | Feb 2021 – Dec 2023 | SPAC board; interlock with sponsor ecosystem |
| Churchill Capital Corp VII | Director | Feb 2021 – Aug 2024 | SPAC board; interlock with sponsor ecosystem |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Harvard Business School | Senior Fellow | Jan 2014 – present | Focus on economic policy, competitiveness, entrepreneurship, innovation |
| MMP Group | President | Oct 1993 – present | Invests in financial services, consumer products, tech-enabled solutions |
| National Bureau of Economic Research | Vice Chair | Current | Economic research governance role |
| Harvard Corporation | Member | Current | University governing board |
Board Governance
- Committee assignments: Audit Committee (Chair), Talent and Compensation Committee (member); the Board determined Mills is independent and an “audit committee financial expert.”
- Audit Committee mandate includes oversight of financial reporting, internal controls, compliance, risk oversight, and related-party transaction approvals; all members financially literate; Mills, Foulkes, and Frankola qualify as “audit committee financial experts.”
- Meeting cadence FY2025: Board 13; Audit 5; Compensation 6; Nominating & Governance 3. Each incumbent director attended ≥75% of their meetings (except Dr. Summers).
- Lead Independent Director structure: when Chair/CEO roles are combined (as with the current Executive Chair/CEO), an independent Lead Director (Dr. Summers) presides over executive sessions, approves agendas/materials/schedules, and can call meetings of independent directors; executive sessions of non-executive directors held at least four times in FY2025.
- Anti-hedging/pledging: Insider Trading Policy prohibits short sales, hedging, and pledging of company securities by directors; as of May 19, 2025, no directors/officers had shares pledged.
Fixed Compensation (Director)
| Component | FY2025 Amount | Notes |
|---|---|---|
| Annual Retainer (cash) | Pro-rated $25,000 | Board waived $50,000 annual retainer effective Aug 1, 2024–Aug 1, 2025; Mills received pro-rated portion pre-waiver |
| Audit Committee Chair fee (cash) | $25,000 | Paid annually; not waived |
| Compensation Committee member fee (cash) | $10,000 | Paid annually; not waived |
| Total Cash Fees | $60,000 | Sum of components above |
| Equity Grant (RSUs) | 20,306 RSUs; grant-date FV $336,064 | Annual director RSU award; vests at earlier of 1-year from grant or next annual meeting; directors may elect to defer share settlement until separation or change in control |
| Total FY2025 Director Comp | $396,064 | Cash $60,000 + Stock $336,064 (≈85% equity mix) |
- Program design: Non-employee directors receive an annual cash retainer (waived 8/1/24–8/1/25 except committee/lead/chair fees) and an annual equity grant valued at $200,000 based on 90-trading-day average, resulting in 20,306 RSUs in FY2025 due to price at issuance; RSUs are time-vested; no director meeting fees disclosed.
Performance Compensation (Director)
| Element | Structure | FY2025 Notes |
|---|---|---|
| Annual bonus | Not provided for non-employee directors | Proxy describes director compensation as cash retainer(s) and time-vested RSUs; no director bonus program disclosed |
| Performance-conditioned equity (PSUs/options) | Not part of non-employee director program in FY2025 | Equity awards to directors are RSUs with service-based vesting; deferral possible |
Other Directorships & Interlocks
- Public boards: Prior director at Clarivate Plc; multiple Churchill SPAC boards (III, IV, V, VI, VII).
- Interlocks: Churchill SPACs are affiliated with director Michael S. Klein (sponsor/affiliates); Board nevertheless determined Mills is independent under NYSE standards.
Expertise & Qualifications
- Board/committee qualifications: The Board’s skills matrix and biography highlight Mills’ strengths in accounting/financial management, finance & capital markets, M&A, strategy, and governance; designated as an “audit committee financial expert.”
- Education: AB in Economics (Harvard), MBA (Harvard Business School).
- Policy/industry leadership: Former SBA Administrator; Harvard governance roles; NBER Vice Chair.
Equity Ownership
| Holder | Beneficial Ownership | Notes |
|---|---|---|
| Karen G. Mills | 25,574 shares (<1%) | Indirect beneficial ownership via K&BM LP and Mills Family I, LLC; includes 6,113 vested warrants per entity (total 12,226 warrants) held by affiliates; excludes 20,306 unvested RSUs eligible to be settled in cash or shares at committee election and certain deferred RSUs. None of the directors/officers had any shares pledged as of May 19, 2025. |
Governance Assessment
-
Strengths:
- Independent Audit Chair with “audit committee financial expert” designation; committee oversees financial reporting, controls, ERM interface, compliance, and related-party approvals.
- Strong board process indicators: executive sessions of non-executive directors held at least quarterly; Lead Independent Director with defined authorities balances combined Chair/CEO structure.
- Alignment mechanisms: equity-heavy director pay (≈85% of FY2025 compensation in RSUs) with optional deferral; anti-hedging/pledging policy; no pledged shares.
- Attendance: Mills met the ≥75% threshold for board/committee meetings in FY2025 (only Dr. Summers fell below).
-
Risks/areas to monitor:
- Interlocks: Extensive prior service on Churchill SPAC boards creates a network tie to current director Michael S. Klein (sponsor), which can raise perception of influence despite formal independence. Monitor for recusal and robust committee independence.
- Related-party exposure (Prosus/MIH): The Board includes Prosus-affiliated directors and the company has agreements with Prosus affiliates; Audit Committee (chaired by Mills) reviewed/approved these under policy. Continue to monitor pricing/terms and recusal controls.
- RED FLAGS: CEO employment agreement includes a large potential excise-tax gross-up on change-in-control (up to $13 million), generally viewed as shareholder-unfriendly; Mills sits on the Compensation Committee (though not Chair). Engagement with investors on CIC/gross-up features and clawback oversight (which the Compensation Committee administers) is advisable.