James Milliken
VALMONT INDUSTRIESAbout James B. Milliken
James B. Milliken, age 67, has served on Valmont Industries’ board since December 2011 and is currently Chair of the Governance and Nominating Committee and a member of the Audit Committee . He is Chancellor of the University of Texas System (since 2018), previously Chancellor of the City University of New York (2014–2018) and President of the University of Nebraska (2004–2014). He holds a law degree from New York University and practiced law on Wall Street early in his career; he is also a member of the Council on Foreign Relations . The board deems him independent under NYSE and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City University of New York | Chancellor | June 2014 – May 2018 | Led large, complex organization; strategy and international engagement |
| University of Nebraska | President | August 2004 – May 2014 | Led development of research and public-private partnerships |
| Wall Street law practice | Attorney | Not disclosed (prior to academia) | Legal training; business-law background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Texas System | Chancellor | Since 2018 | Oversees system with 256,000 students, ~$30B revenue, 160,000 employees |
| UTIMCO (University of Texas Investment Management Company) | Vice Chairman, Board of Directors | Current | Investment oversight for UT/Texas A&M endowments |
| Council on Foreign Relations | Member | Current | Global policy network membership |
Board Governance
- Committees: Governance & Nominating (Chair: Milliken) and Audit (member); all Audit Committee members are independent and designated “audit committee financial experts” by the board .
- Meetings and attendance: Board met five times over eight days in 2024; all directors attended at least 75% of board and their committee meetings; all directors attended the 2024 annual shareholders’ meeting .
- Audit Committee met six times in 2024; Governance & Nominating met four times; HR Committee met four times .
- Independence: The board determined all directors except the CEO are independent; independence standards are detailed, including related-person and auditor relationships .
- Majority voting and resignation policy: Bylaws provide majority voting for director elections, with a mandatory resignation tender if “withheld” votes exceed “for” votes .
- Retirement age: Directors will not be nominated to a new term if over age 75 at election .
- Lead Director: Catherine James Paglia (independent) presides over executive sessions and sets agendas .
- Risk oversight: Audit (operational/legal/IT/cyber), HR (human capital/compensation), Governance & Nominating (governance/shareholder engagement/sustainability) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 120,000 | Comprised of base director retainer ($95,000), Audit Committee member retainer ($10,000), Governance & Nominating Committee chair retainer ($15,000) |
| Stock awards (RSUs grant-date fair value) | 145,000 | Annual RSU grant valued at $145,000; grants made on the date of annual shareholders’ meeting; RSUs vest on first anniversary (deferral allowed) |
| Total | 265,000 | Directors’ total annual comp capped at $750,000 |
Notes:
- 2025 changes approved: RSU grant value increased to $170,000; Audit Committee chair cash retainer to $25,000; Governance & Nominating and HR Committee chair retainers to $17,500 .
- Additional retainers: Lead Director ($30,000) and Non‑Executive Chair ($125,000); meeting fees not disclosed; non‑chair Audit members receive $10,000 .
Performance Compensation
| Equity Award | Grant Date | Quantity | Grant-Date Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| RSUs (Director annual grant) | April 2024 | 585 units (unvested at 12/28/2024) | 145,000 | Vests 1 year from grant; directors may defer | None disclosed for directors; RSUs are time-based |
- Program design: Directors receive time-based RSUs; no options or PSUs disclosed for directors. In February 2025, board increased annual RSU value to $170,000 prospectively .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| UTIMCO | Vice Chairman, Board | Not disclosed | State investment manager; no Valmont related-party transactions disclosed involving Milliken |
- Related-party screening: Audit Committee maintains a policy to review and approve/ratify material related person transactions (> $120,000) and reported none involving Milliken; board determined purchases involving another director’s employer were immaterial and ordinary course .
Expertise & Qualifications
- Led three major university systems; experienced CEO of large, complex organizations with strategy and international engagement in India, China, Brazil .
- Legal training (NYU Law) and Wall Street practice; governance oversight expertise; Council on Foreign Relations membership .
- Audit Committee financial expert designation (board determined all current Audit Committee members qualify) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Unvested RSUs (12/28/2024) | Pledging/Hedging | Ownership Guidelines |
|---|---|---|---|---|---|
| James B. Milliken | 7,397 | < 1% (individuals unless otherwise indicated) | 585 | Prohibited by policy (directors/officers) | Directors must hold ≥ 5x annual retainer; 5 years to comply |
- Section 16 compliance: Company believes all insiders filed required SEC ownership reports timely in 2024 .
Governance Assessment
- Strengths: Independent director with deep governance leadership (Chair, Governance & Nominating), Audit Committee member deemed an “audit committee financial expert” by the board, consistent attendance (≥75% board/committee meetings), and time-based equity aligns director incentives with shareholders .
- Alignment: Director stock ownership guidelines (≥5x retainer) and prohibition on hedging/pledging support alignment; annual RSU grants vest over one year; 2025 increase in RSU value modestly shifts mix toward equity .
- Conflicts/Red flags: No related‑party transactions disclosed involving Milliken; broad independence determinations affirmed by the board. Company prohibits hedging/pledging; no delinquent Section 16 filings. Retirement age policy (75) provides refreshment; Milliken at 67 remains eligible. Overall, no governance red flags identified specific to Milliken in the latest proxy .