DEF 14A of Miller Industries Inc /TN/, Apr 8, 2026

DEF 14A of Miller Industries Inc /TN/

Filed Apr 8, 2026 · FY20250001104659-26-040895

Open on EDGAR

  1. Board Leadership Structure

    Board Leadership Structure The Board of Directors is responsible for overseeing and directing the management of the Company. Mr. William G. Miller serves as the Executive Chairman of the Board, Mr. Theodore H. Ashford III serves as the Lead Independent Director, and Mr. William G. Miller II serves as Chief Executive Officer of the Company. Each of the standing committees of the Board of Directors, the Audit Committee, the Compensation Committee, and the Governance & Sustainability Committee, is chaired by, and comprised entirely of, independent directors. In addition, the Board schedules executive sessions of the independent directors that are presided over by the Lead Independent Director at the quarterly Board meetings. The Board recognizes that, when the Chair of the Board is not an independent director, a strong lead independent director with a clearly defined role and set of responsibilities is paramount for constructive and effective independent leadership. Pursuant to the Company’s Corporate Governance Guidelines, the Lead Independent Director’s primary responsibilities include, among others, (i) providing leadership for the Board in discharging its duties, responsibilities, and obligations, (ii) acting as a liaison between the independent directors, the Chairperson, and the Chief Executive Officer, (iii) presiding over meetings of the non-management directors, (iv) providing input to the Chairperson and the CEO on the frequency of Board meetings and the content of Board meeting agendas, (v) advising the Chairperson and CEO on the quality, quantity, appropriateness, and timeliness of information provided to the Board, and (vi) performing such other functions as may be requested by the Board, the Chairperson, or the CEO. The establishment of a Lead Independent Director with robust functions, authority, and responsibilities reflects the Board’s commitment to strong corporate governance. The complete responsibilities of the Lead Independent Director are specified in the Company’s Corporate Governance Guidelines, which are available on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors. Mr. Ashford has been a director of the Company since 2010 and has served as our Lead Independent Director since 2023. The Board of Directors believes that separating the positions of Chairman of the Board and Chief Executive Officer allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board, along with the Lead Independent Director, to lead our Board of Directors in its fundamental role of providing advice to, and oversight of, management. Our Board of Directors recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board’s oversight responsibilities continue to grow. Although we do not have a policy mandating the separation of the roles of Chairman and the Chief Executive Officer, our Board of Directors believes that having separate positions, along with the valuable component of a Lead Independent Director, is the appropriate leadership structure for the Company at this time.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

    PROPOSAL 1 – ELECTION OF DIRECTORS Pursuant to the Company’s charter and bylaws, the Board of Directors has fixed the number of directors at seven directors. The members of the Board of Directors comprise a single class, and at each annual meeting of shareholders all directors are elected. The directors elected at the Annual Meeting will serve until the annual meeting of shareholders in 2027, or until their successors are duly elected and qualified. The Board of Directors may fill directorships resulting from vacancies and may increase or decrease the number of directors to as many as fifteen or as few as three. Executive officers are appointed annually and serve at the discretion of the Board of Directors. Upon the recommendation of the Governance & Sustainability Committee, the Board of Directors has nominated Lead Independent Director Theodore H. Ashford III, Peter Jackson, Executive Chairman of the Board William G. Miller, William G. Miller II, Dr. Javier Reyes, Dr. Susan Sweeney, and Leigh Walton, who are all current members of the Board of Directors, for election as directors at the Annual Meeting. See “Corporate Governance – Director Nominations” above for a discussion of factors considered by the Governance & Sustainability Committee in arriving at its recommendations. Each such nominee has consented to be named herein and to serve as a director, if elected. Unless contrary instructions are received, shares of Common Stock represented by duly executed proxies will be voted in favor of the election of each of the seven nominees named above to constitute the entire Board of Directors. The Board of Directors has no reason to expect that any nominee will be unable to serve and, therefore, at this time it does not have any substitute nominees under consideration. Directors are elected by a plurality of the votes cast by holders of the shares of Common Stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. The seven nominees receiving the highest number of votes cast “for” will be elected. Information concerning the nominees for election, based on data furnished by them, is set forth below. The Board of Directors has determined that Messrs. Ashford and Jackson, Drs. Reyes and Sweeney, and Ms. Walton are independent directors under the listing standards of the NYSE.

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | ✓ | The Board recommends that you vote FOR the election of each of the director nominees. |

  4. PROPOSAL 1 – ELECTION OF DIRECTORS

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  5. Director Nominees

    Director Nominees

  6. Director Nominees

    | Theodore H. Ashford III Age 62 Director since: 2010 Lead Independent Director Board Committees: ▪ Audit Committee ▪ Compensation Committee ▪ Governance & Sustainability Committee | Chief Executive Officer of Ashford Capital Management, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ Chief Executive Officer of Ashford Capital Management, Inc. (“ACM”) from October 2011 to present; Chief Investment Officer since 2007 and President since 2001. Mr. Ashford served as an investment analyst for ACM from 1994 to 2001. ◾ Prior to ACM, Mr. Ashford worked for International Management Group. | | | Qualifications Mr. Ashford brings to the Board valuable operations and leadership expertise. Mr. Ashford has experience as chief executive officer, advisory expertise, financial analysis skills, and a global perspective, with extensive international travel evaluating companies and markets around the world. We believe his global perspective and experiences, qualifications, attributes, and skills qualify Mr. Ashford to serve as a member of our Board. In August 2023, Mr. Ashford was elected as the Lead Independent Director of the Board. |

  7. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  8. Director Nominees

    | Peter Jackson Age 57 Director since: 2023 Independent Director Board Committees: ▪ Audit Committee ▪ Compensation Committee ▪ Governance & Sustainability Committee | Managing Partner and Executive Vice President of Providence Consulting Group, Ltd. | | | Other Current Public Directorships None | | | Professional Experience ◾ Founding partner of Providence Consulting Group, Ltd. (PCG) from 2016 to present. Mr. Jackson has played a pivotal role in shaping PCG’s vision and driving its growth as a leader in digital transformation, consulting services, and enterprise-wide innovation. ◾ Prior to PCG, Mr. Jackson served as a Practice Director at Business & Decision North America from 2008 to 2016, a Solution Architect for Infor from 2006 to 2008, and a Solution Architect for Baan Company from 2000 to 2006. | | | Qualifications Mr. Jackson brings to the Board over 29 years of experience spanning manufacturing, enterprise software implementation, system solutions development, cybersecurity, and business suitability solutions, including extensive expertise across industries such as automotive, aerospace and defense, high-tech, and industrial equipment manufacturers. Mr. Jackson’s skillset encompasses enterprise resource planning systems, supply chain optimization, artificial intelligence strategies, organizational change management, and cybersecurity risk mitigation. Additionally, he has pioneered initiatives that align technology solutions with business objectives, ensuring clients adopt fit-for-purpose systems that support operational excellence and long-term scalability. We believe these experiences, qualifications, attributes, and skills qualify Mr. Jackson to serve as a member of our Board. |

  9. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  10. Director Nominees

    | William G. Miller Age 79 Director since: 1994 Executive Chairman of the Board | Executive Chairman of the Board and Founder of Miller Industries, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ Founder and Chairman of the Board of Directors of Miller Industries, Inc., from 1994 to present, Co-Chief Executive Officer from October 2003 to March 2011, Chief Executive Officer from April 1994 to June 1997, Co-Chief Executive Officer from June 1997 to November 1997, and President from April 1994 to June 1996. ◾ Prior to founding Miller Industries, Inc., Mr. Miller served as Chairman of Miller Group Inc., from August 1990 to May 1994, Chief Executive Officer from March 1993 until May 1994, and President from August 1990 to March 1993. ◾ Prior to that, Mr. Miller served in various management positions for Bendix Corporation, Neptune International Corporation, Wheelabrator-Frye Inc., and The Signal Companies, Inc. | | | Qualifications As Executive Chairman of the Board of Directors and founder of Miller Industries, Inc., Mr. Miller brings to the Board over 30 years of experience with the Company. Mr. Miller has an in-depth knowledge and understanding of the Company and its operations and brings that knowledge to the Board of Directors. Prior to founding Miller Industries, Inc., Mr. Miller served in various leadership positions at various companies. We believe these experiences, qualifications, attributes, and skills qualify Mr. Miller to serve as a member of our Board. |

  11. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  12. Director Nominees

    | William G. Miller II Age 47 Director since: 2014 | President and Chief Executive Officer of Miller Industries, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ President and Chief Executive Officer of Miller Industries, Inc., from March 2022 to present, Co-Chief Executive Officer from December 2013 to March 2022, President from March 2011 to March 2022, and Southeast Regional Vice President of Sales of Miller Industries Towing Equipment Inc., from November 2009 to February 2011. ◾ Prior to that, Mr. Miller II served as Vice President of Strategic Planning from October 2007 to November 2009; he was instrumental in the development and construction of the Company’s light-duty wrecker facility and then served as the General Manager of the light-duty product line and facility from 2004 to 2007, project leader of satellite trailers for military applications for Datapath, Inc., from 2003 to 2005, and District Sales Manager for Miller Industries Towing Equipment Inc., from 2002 to 2006. | | | Qualifications As President and Chief Executive Officer of the Company, Mr. Miller II brings to the Board of Directors over 20 years of experience in a variety of leadership positions with Miller Industries, Inc., and a strategic perspective as a member of the Company’s executive team. In addition, Mr. Miller II contributes valuable insight into the strategic direction of the Company and provides essential guidance to the Board of Directors based on his intimate knowledge of the business and day-to-day operations of the Company. We believe these experiences, qualifications, attributes, and skills qualify Mr. Miller II to serve as a member of our Board. |

  13. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  14. Director Nominees

    | Dr. Javier Reyes Age 51 Director since: 2023 Independent Director Board Committees: ▪ Audit Committee ▪ Compensation Committee (Chair) ▪ Governance & Sustainability Committee | Chancellor of the University of Massachusetts Amherst | | | Other Current Public Directorships City Holding Company - the holding company of City National Bank of West Virginia (NASDAQ: CHCO) | | | Professional Experience ◾ Chancellor of the University of Massachusetts Amherst from July 2023 to present, and Interim Chancellor at the University of Illinois from July 2022 to July 2023. ◾ Prior to his promotion to Interim Chancellor, Dr. Reyes served as Provost and Vice Chancellor for Academic Affairs. ◾ Dr. Reyes served as Milan Puskar Dean of the John Chambers College of Business and Economics at West Virginia University from 2016 to July 2021. While at West Virginia University, Dr. Reyes served as Vice President for Start-up West Virginia from November 2018 until July 2021. ◾ Prior to that, Dr. Reyes served in various positions at the University of Arkansas, as well as having served as a grant reviewer for the National Science Foundation and an invited academic scholar for the International Monetary Fund and the European Bank for Reconstruction and Development. ◾ Dr. Reyes has experience in investment banking and has been a visiting scholar at several international institutions. ◾ Dr. Reyes is a National Trustee for the Field Museum in Chicago and has served on the national board of directors for the Association for Latino Professionals for America (ALPFA) and the national board of directors for the University Professionals in Continuing Education Association (UPCEA). Dr. Reyes also serves on the board of City Holding Co. (NASDAQ: CHCO). | | | Qualifications Dr. Reyes brings to the Board of Directors innovative and dynamic leadership with experience in international trade and finance, monetary policy and over 20 years of experience in academia, providing him with keen perspectives into the future of the workforce, exceptional management skills, and a diverse viewpoint on socioeconomic issues. We believe these experiences, qualifications, attributes, and skills qualify Dr. Reyes to serve as a member of our Board. |

  15. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  16. Director Nominees

    | Dr. Susan Sweeney Age 62 Director since: 2023 Independent Director Board Committees: ▪ Audit Committee (Chair) ▪ Compensation Committee ▪ Governance & Sustainability Committee | Executive Vice President and Chief Human Resource Officer of Virginia Transformer Corp. | | | Other Current Public Directorships None | | | Professional Experience ◾ Executive Vice President and Chief Human Resource Officer of Virginia Transformer Corp. since April 2025. ◾ Chief Human Resource Officer for Enpro Inc. from 2020 to 2022. Prior to taking this position, Dr. Sweeney held the position of Division President of GGB Bearing Technology (GGB), which was then an Enpro subsidiary, for seven years with strategy and P&L responsibility in North America, South America, Europe, and Asia. ◾ Prior to that, Dr. Sweeney served as an executive with General Motors Company with responsibilities focused on assembly, engineering, supply chain, quality, and site management at multiple locations in the United States and Canada. | | | Qualifications Dr. Sweeney brings to the Board extensive manufacturing expertise and experience leading global teams and solving complex business issues, as well as significant experience in workforce development. Through her former position as Division President of GGB, Dr. Sweeney brings leadership experience and a thorough and insightful perspective to a wide range of financial, regulatory, and risk management issues. Additionally, Dr. Sweeney’s experience in executive-level roles at companies in other industries further demonstrates her leadership capability and broad knowledge of financial and operational issues that companies face. We believe these experiences, qualifications, attributes, and skills qualify Dr. Sweeney to serve as a member of our Board. |

  17. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  18. Director Nominees

    | Leigh Walton Age 75 Director since: 2020 Independent Director Board Committees: ▪ Audit Committee ▪ Compensation Committee ▪ Governance & Sustainability Committee (Chair) | Partner at Bass, Berry & Sims, PLC | | | Other Current Public Directorships None | | | Professional Experience ◾ Partner at Bass, Berry & Sims, PLC. ◾ Served for three years as Chair of the American Bar Association’s Mergers & Acquisitions Committee, an organization with over 5,000 members in 40 countries. ◾ In September 2019, Ms. Walton was elected as a member of the American College of Governance Counsel, a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of corporate governance. | | | Qualifications Ms. Walton brings to the Board over 40 years of expertise advising companies in the areas of corporate governance, mergers & acquisitions, private equity transactions, and securities offerings. Ms. Walton also has extensive background in public company board responsibilities, processes, and dynamics through her service as an advisor to numerous public company boards over many years. Ms. Walton was also recognized for her achievements in the field of corporate governance. We believe these experiences, qualifications, attributes, and skills qualify Ms. Walton to serve as a member of our Board. |

  19. Director Compensation for Fiscal 2025

    Director Compensation for Fiscal 2025 Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors. During 2025, non-employee directors received annual compensation comprised of a cash component and an equity component. In 2022, the Governance & Sustainability Committee, with input from its independent compensation consultant at the time, Pearl Meyer & Partners, LLC (“Pearl Meyer”), adopted a new compensation program for the Company’s non-employee directors. Under the Company’s 2023 Non-Employee Director Stock Plan, each non-employee director may be granted an award of restricted shares of Common Stock, restricted stock units, fully-vested shares of Common Stock, and non-statutory stock options on the first business day after each annual meeting of shareholders of the Company. Pursuant to the Company’s non-employee director compensation program, during fiscal 2025, each non-employee director received: (i) an annual cash payment of $95,000, and (ii) an annual equity award of restricted stock units valued at $80,000 based on the closing price of the Company’s Common Stock on the date of grant, in each case, as compensation for service on the Board. In addition, during 2025, the Lead Independent Director, the Audit Committee Chair, the Compensation Committee Chair, and the Governance & Sustainability Committee Chair each received an annual cash payment of $20,000, $20,000, $15,000, and $10,000, respectively, for serving in such capacity. Under the Company’s non-employee director compensation program, each non-employee director was granted 1,804 restricted stock units as compensation for service on the Board during 2025 based on the closing price of the Company’s Common Stock on the NYSE on May 23, 2025, which was $44.34. Each restricted stock unit represents a contingent right to receive one share of Common Stock and vests on the earlier of (i) the day immediately prior to the Company’s next annual meeting of shareholders or (ii) the first anniversary of the grant date, so long as the director’s service with the Company has not earlier terminated.

  20. Director Compensation for Fiscal 2025

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  21. Director Compensation for Fiscal 2025

    Until the restricted stock units become vested and nonforfeitable, the restricted stock units may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. The Board approves non-employee director compensation based on recommendations of the Governance & Sustainability Committee. The following table sets forth the total compensation earned or paid to each non-employee director for fiscal 2025:

  22. Director Compensation for Fiscal 2025

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Theodore H. Ashford III (5) | $115,000 | $80,000 | $1,368 | $196,368 | | A. Russell Chandler III (6)(7) | 45,833 | 32,000 | 286 | 78,119 | | Peter Jackson | 95,000 | 80,000 | 1,368 | 176,368 | | Dr. Javier Reyes (7) | 103,750 | 80,000 | 1,368 | 185,118 | | Jill Sutton (8) | 39,583 | 32,000 | 286 | 71,869 | | Dr. Susan Sweeney (9) | 115,000 | 80,000 | 1,368 | 196,368 | | Leigh Walton (10) | 105,000 | 80,000 | 1,368 | 186,368 |

  23. Director Compensation for Fiscal 2025

    | (1) Messrs. Miller and Miller II served as directors of the Company during fiscal 2025 but are excluded from director compensation table, as each is an employee and Named Executive Officer of the Company and, therefore, did not receive additional compensation for their services as members of the Board of Directors during 2025. Please see “Executive Compensation Tables – 2025 Summary Compensation Table” for the compensation received by Messrs. Miller and Miller II for their service as Named Executive Officers during 2025. |

  24. Director Compensation for Fiscal 2025

    | (2) Represents the annual retainer fee of $95,000 earned for fiscal 2025 and paid quarterly in arrears, plus any Lead Independent Director and/or Committee Chair annual cash payments, as further noted in footnotes (5), (7), (9), and (10) below. |

  25. Director Compensation for Fiscal 2025

    | (3) Represents the annual award of restricted stock units valued at $80,000 earned by each non-employee director for fiscal 2025. Amounts for restricted stock units reflect the full grant date fair value in accordance with FASB ASC 718. The grant date fair values were calculated using the full market value of the shares underlying the restricted stock units at the date of grant. As of December 31, 2025, each of the non-employee directors held 1,429 time-based restricted stock units. |

  26. Director Compensation for Fiscal 2025

    | (4) Consists solely of the dollar value of any dividends accrued on unvested time-based restricted stock units that were granted in June 2024 and May 2025. No amounts are indicated for perquisites and other personal benefits, as the value did not exceed $10,000 for any individual non-employee director. |

  27. Director Compensation for Fiscal 2025

    | (5) The Lead Independent Director receives an annual cash payment of $20,000 for serving on the Board of Directors. |

  28. Director Compensation for Fiscal 2025

    | (6) Mr. Chandler III did not stand for re-election at the Company’s 2025 annual meeting of shareholders held on May 23, 2025. |

  29. Director Compensation for Fiscal 2025

    | (7) The Compensation Committee Chair receives an annual cash payment of $15,000 for serving as committee chair. Mr. Chandler served as the Compensation Committee Chair until the Company’s 2025 annual meeting of shareholders, following which Dr. Reyes became the Compensation Committee Chair. Amounts paid to Mr. Chandler and Dr. Reyes for service as Compensation Committee Chair were pro-rated for the portion of the year during which they served as Compensation Committee Chair. |

  30. Director Compensation for Fiscal 2025

    | (8) Ms. Sutton did not stand for re-election at the Company’s 2025 annual meeting of shareholders held on May 23, 2025. |

  31. Director Compensation for Fiscal 2025

    | (9) The Audit Committee Chair receives an annual cash payment of $20,000 for serving as committee chair. |

  32. Director Compensation for Fiscal 2025

    | (10) The Governance & Sustainability Committee Chair receives an annual cash payment of $10,000 for serving as committee chair. |

  33. Recent Improvements to Our Executive Compensation Program

    | ● | The Company has eliminated all “single-trigger” change in control severance provisions and protections in direct response to shareholder feedback. Severance benefits are now only payable to an NEO upon a qualifying termination, which is limited to termination of the executive officer’s employment by the Company without “cause”, upon death or “disability” of the executive officer, or by a resignation by the executive officer for “good reason”, in each case as defined in the Third Amended and Restated Severance Protection Plan. |

  34. Recent Improvements to Our Executive Compensation Program

    | ● | In November 2025, the Compensation Committee (the “Committee” for purposes of this CD&A) of the Board engaged a new independent compensation consultant, Alvarez & Marsal Tax, LLC (“Alvarez & Marsal”), to serve as an objective, expert advisor on executive compensation practices. |

  35. Recent Improvements to Our Executive Compensation Program

    | ● | The Company’s incentive compensation program has been modified to (i) deliver a larger percentage of incentive pay in the form of equity-based long-term incentives, and (ii) further emphasize “pay for performance” through the introduction of performance-based restricted stock units (“PBRSUs”) that may only vest upon the satisfaction of pre-established performance criteria. This improved incentive compensation framework is first effective for fiscal 2026 and more fully described in the section titled “2026 Incentive Compensation Framework” below. |

  36. 2025 Shareholder Engagement

    In engagements with shareholders, the Company sought to understand their views on compensation design, and, where applicable, the factors that affected their “say-on-pay” votes in 2025. While shareholders expressed strong support for the Company’s long-term compensation vision and priorities, many shareholders attributed their “against” votes to the Company’s adoption of a “single-trigger” change in control severance provision as a part of the Company’s First Amended and Restated Change in Control Severance Plan. Some shareholders asked questions about the Committee’s approach to incentive compensation, but those who raised this topic did not indicate that their adverse votes were driven by our previous approach to incentive compensation. At the Committee’s direction, management shared feedback from its shareholder engagements with the Committee to help inform the Committee’s 2026 compensation decisions. The feedback received from the Company’s 2025 shareholder engagement efforts played a significant role in the Committee’s decision to (1) eliminate all “single-trigger” change in control severance protections from the Company’s programs and (2) design and approve an improved incentive compensation framework for fiscal 2026, which is more fully described in the section titled “2026 Incentive Compensation Framework” below.

  37. Executive Compensation Objectives and Philosophy

    | ● | Align executive interests with Company and shareholder interests – We emphasize performance and retention using long-term, stock-based incentive compensation that aligns our executives’ interests with shareholders by linking compensation outcomes to sustained Company performance and long-term shareholder return. |

  38. Executive Compensation Objectives and Philosophy

    Our compensation philosophy is to “pay for performance”, which we believe will drive business results and maximize shareholder value. Our executive compensation program incorporates accountability to performance through a mixture of cash and stock-based compensation elements. Stock-based compensation, which has to date consisted of RSUs, is structured to pay for performance by linking the value of each annual award at grant directly to our Adjusted Pretax Income. The Company believes that Adjusted Pretax Income, a non-GAAP financial measure that is further described in the section titled “2025 Executive Annual Bonus Program” below, reflects the profitability of the Company’s core operations and is indicative of management’s ability to execute the Company’s operating strategy. As further discussed in the section titled “2026 Incentive Compensation Framework”, the incentive compensation framework for fiscal 2026 will further emphasize performance by not only linking the grant of RSUs to Adjusted Pretax Income, but by also adopting a new element of equity compensation in the form of PBRSUs and subjecting the vesting of these PBRSUs to the achievement of other performance criteria. The levels of each element of compensation for the NEOs are determined based on several factors, which may include the Company’s historical performance and shareholder return, our assessment of compensation paid to executives in comparable industries, the amount and the elements of compensation provided in previous years, the individual performance and contributions of a named executive officer, the relative compensation levels of our executive officers, the importance of retaining a named executive officer, a named executive officer’s potential to assume greater responsibilities in the future, our expectations for the Company’s future financial performance, and other matters that we deem relevant. In addition, we consider the years and level of experience and the responsibilities of each named executive officer, his or her individual performance, and the personal contributions he or she makes to the success of the Company. Leadership skills, analytical skills, organization development, public affairs, and civic involvement have been, and will continue to be, deemed to be important qualitative factors to take into account in considering elements and levels of compensation. The Committee worked with management and its previous independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to design and administer the executive compensation programs utilized in 2025. The Committee engaged Alvarez & Marsal as its independent compensation consultant in November 2025 for the purpose of evaluating market practices and pay levels and supporting the Committee in its pursuit of designing an incentive compensation framework for fiscal 2026 that further emphasizes the Company’s commitment to “pay for performance”.

  39. Role of Independent Compensation Consultant

    Role of Independent Compensation Consultant The Committee has retained the services of independent compensation consultants on executive compensation matters. The independent compensation consultants report directly to the Committee and do not provide services to the Company other than those specifically requested by and provided to the Committee. The Committee has the sole authority to retain or dismiss a consultant, and to obtain a consultant’s advice at the Company’s expense. Pearl Meyer served as the independent compensation consultant to the Committee from October 2022 until November 2025, at which time the Committee appointed Alvarez & Marsal, a global professional services and compensation advisory firm, as its independent compensation consultant. The Committee has assessed the independence of its independent compensation consultants pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. On the basis of its consideration of the foregoing and other relevant factors, the Committee concluded that both Pearl Meyer and Alvarez & Marsal were independent and that there were no conflicts of interest. The independent compensation consultant is charged with:

  40. Role of Independent Compensation Consultant

    | ● | Advising the Committee on market-based trends and governance best practices in the area of executive compensation; |

  41. Role of Independent Compensation Consultant

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  42. Role of Independent Compensation Consultant

    | ● | Reviewing the composition of the executive compensation peer group and recommending changes to such peer group, when appropriate; |

  43. Role of Independent Compensation Consultant

    | ● | Performing benchmark analyses to ensure competitive, market-aligned compensation levels; |

  44. Role of Independent Compensation Consultant

    | ● | Advising the Committee on the design and structure of executive compensation programs; |

  45. Role of Independent Compensation Consultant

    | ● | Attending meetings of the Committee as requested, including executive sessions, and meeting with the Committee Chair on a regular basis to ensure the Committee’s agenda is being carried out effectively; and |

  46. Role of Independent Compensation Consultant

    | ● | Operating under the sole direction of the Committee to maintain independence and objectivity in its counsel and recommendations. |

  47. Role of Independent Compensation Consultant

    The Committee expects that its independent compensation consultant will continue to advise the Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Committee and work on its behalf on matters related to the Committee’s purposes and responsibilities as set forth in the Committee charter, which is available on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors. The Committee expects that Alvarez & Marsal will meet with the Committee and attend Committee meetings in person or by telephone as requested by the Committee.

  48. Pay Governance Practices

    | (1) During 2025, the First Amended and Restated Change in Control Severance Plan provided for “single-trigger” benefits upon a change in control, subject to certain terms and conditions, as further described under the heading “2025 Change in Control Provisions” below. However, in March 2026, the Committee approved the Second Amended and Restated Severance Protection Plan, which was further amended and became the Third Amended and Restated Severance Protection Plan in April 2026. The plan, as amended, removed the prior plan’s “single-trigger” change in control severance framework. The current plan no longer provides severance benefits to participating executive officers solely in connection with, or as a result of, a change in control of the Company. Under the current plan, severance benefits are payable to a participating executive officer only upon a qualifying termination, which is limited to termination of the executive officer’s employment by the Company without “cause”, upon death or “disability” of the executive officer, or by a resignation by the executive officer for “good reason”, in each case as defined in the amended plan. |

  49. 2025 Executive Annual Bonus Program

    2025 Executive Annual Bonus Program In April 2023, the Committee, with input from its independent compensation consultant, Pearl Meyer, adopted the Company’s Executive Officer Annual Bonus Program, which was in effect for fiscal 2025. The purpose of the program was to align executive incentive bonuses with the achievement of annual corporate profitability, with annual bonuses under the program being determined in direct relation to the Company’s Adjusted Pretax Income (as defined below) achieved during the applicable performance period. The Executive Officer Annual Bonus Program provided an annual bonus pool for each fiscal year if the Company’s income before taxes, and before payment of all employee bonuses and excluding any foreign currency adjustments and other unexpected and/or non-recurring items as determined by the Committee (“Adjusted Pretax Income”), exceeded $10 million for the most recently completed fiscal year described below. The amount of the bonus pool is calculated based on the achieved level of Adjusted Pretax Income, with 80% of the pool being earned based on this financial performance, and the remaining 20% being earned based on the Committee’s assessment of the Company’s progress on key ESG-related metrics for the completed fiscal year. Bonuses under the program are paid in cash, or in a mix of cash and RSUs, depending the level of earned Adjusted Pretax Income.

  50. 2025 Executive Annual Bonus Program

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  51. 2025 Executive Annual Bonus Program

    Under the Executive Officer Annual Bonus Program, the level of the bonus pool based on Adjusted Pretax Income earned in the applicable fiscal year, and the portion of the bonus payable in cash versus equity (RSUs), was as follows:

  52. 2025 Executive Annual Bonus Program

    | ADJUSTED PRETAX INCOME OF: | | | | | <$10MM | >$10MM to $25 MM | >$25 MM to $50 MM | >$50 MM | | • No bonus payout | • Bonus payout 5% • 100% payable in cash | • Bonus payout 8% • 75% payable in cash • 25% payable in equity (RSUs) | • Bonus payout 11.25% • 50% payable in cash • 50% payable in equity (RSUs) | | • No bonus payout | The above formula determines the maximum amount in the bonus pool; however, the total payout can be reduced by up to 20% based upon the completion of ESG goals. This is determined at the sole discretion of the Committee. | | |

  53. 2025 Executive Annual Bonus Program

    The earned bonus pool for each fiscal year is allocated among executive officers in accordance with pre-determined percentages. In March 2026, the Committee amended those percentages with respect to the Company’s 2025 fiscal year performance by taking the 8% of the bonus pool that was previously available to the Chief Manufacturing Officer and reallocating it among the Company’s NEOs as follows:

  54. 2025 Executive Annual Bonus Program

    | Name | Prior Percent of Bonus Pool | New Percent of Bonus Pool | | William G. Miller II | 46.0% | 46.0% | | Deborah L. Whitmire | 14.0% | 16.0% | | William G. Miller (2) | —% | —% | | Jeffrey I. Badgley | 8.0% | 9.5% | | Josias W. Reyneke | 8.0% | 9.5% | | Vincent Tiano | 8.0% | 9.5% |

  55. 2025 Executive Annual Bonus Program

    | (1) The Company’s General Counsel also participated in the 2025 Executive Officer Annual Bonus Plan, with a prior percent of bonus pool of 8% and a new percent of bonus pool of 9.5%. |

  56. 2025 Executive Annual Bonus Program

    | (2) Mr. Miller does not participate in the Executive Annual Bonus Program but instead participates in the Executive Chairman Annual Bonus Program described below. |

  57. 2025 Executive Annual Bonus Program

    In March 2026, after review of the Company’s financial and ESG initiative performance, the Committee concluded that 2025 Adjusted Pretax Income was $50.4 million, and that the full 20% of the pool based on progress made on key ESG initiatives had been earned, and approved the corresponding aggregate annual bonuses under the Executive Annual Bonus Program. In accordance with the program, one-half of the aggregate bonus amounts were paid in cash and one-half in RSU’s with a ratable 3-year vesting period. The cash bonuses were paid in fiscal 2026, with respect to performance during fiscal 2025, and are reflected in the table below and in the Summary Compensation Table in this CD&A as part of 2025 non-equity incentive plan compensation. The RSUs that were granted in 2026 with respect to 2025 performance are reflected in the table below, and will be reflected in the Summary Compensation Table of next year’s proxy statement with respect to the Company’s 2027 annual meeting of shareholders as part of the 2026 stock awards compensation.

  58. 2025 Executive Annual Bonus Program

    | Name | Fiscal 2025 Cash Bonus | Fiscal 2025 Number of RSUs Granted (1) | | William G. Miller II | $1,304,658 | 29,732 | | Deborah L. Whitmire | 453,794 | 10,341 | | William G. Miller (2) | 680,691 | — | | Jeffrey I. Badgley | 269,440 | 6,140 | | Josias W. Reyneke | 269,440 | 6,140 | | Vincent Tiano | 269,440 | 6,140 |

  59. 2025 Executive Annual Bonus Program

    | (1) Each restricted stock unit represents a contingent right to receive one share of Common Stock. These restricted stock units vest in three equal annual installments commencing on March 15, 2027. |

  60. 2025 Executive Annual Bonus Program

    | (2) Mr. Miller does not participate in the Executive Annual Bonus Program but instead participates in the Executive Chairman Annual Bonus Program described below. |

  61. 2025 Executive Annual Bonus Program

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  62. Executive Chairman Annual Bonus Program

    Executive Chairman Annual Bonus Program In April 2023, the Committee, with the assistance of its independent compensation consultant, Pearl Meyer, approved an annual bonus program for William G. Miller, Executive Chairman of the Board (the “Executive Chairman”). Under the Executive Chairman Annual Bonus Program, the Executive Chairman would receive an award of $225,000, $675,000, or $1,013,000 if Adjusted Pretax Income (using the same definition as in the Executive Officer Annual Bonus Program) in the applicable fiscal year equals $25 million, $50 million, or $75 million, respectively, with linear awards for Adjusted Pretax Income levels in between those figures. Annual bonuses are payable in all cash and are based entirely on Adjusted Pretax Income. This bonus program was applicable to the annual bonus payable to the Executive Chairman in 2026 with respect to performance during 2025. In March 2026, after review of the Company’s financial performance, the Committee concluded that 2025 Adjusted Pretax Income was $50.4 million and approved a cash bonus to the Executive Chairman of $680,691 based on application of the existing terms of the program. This amount is reflected in the Summary Compensation Table below as part of 2025 non-equity incentive plan compensation. The Company retains the right to modify, amend, or terminate this bonus program at any time.

  63. 2025 Compensation Peer Group

    2025 Compensation Peer Group In setting compensation, the Committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of companies (which we refer to collectively as our compensation peers). As part of its review of our executive compensation, Pearl Meyer recommended, and the Committee approved, the following peer group for fiscal 2025:

  64. 2025 Compensation Peer Group

    | Compensation Peer | NYSE Ticker | | Astec Industries, Inc. | ASTE | | Blue Bird Corporation | BLBD | | Commercial Vehicle Group, Inc. | CVGI | | Douglas Dynamics, Inc. | PLOW | | Enerpac Tool Group Corp. | EPAC | | L.B. Foster Company | FSTR | | The Manitowoc Company, Inc. | MTW | | Motorcar Parts of America, Inc. | MPAA | | NN, Inc. | NNBR | | Park-Ohio Holdings Corp. | PKOH | | Shyft Group Inc. | SHYF | | Stoneridge, Inc. | SRI |

  65. 2025 Compensation Peer Group

    In selecting these peer companies, Pearl Meyer reviewed and considered a variety of factors, including the following:

  66. 2025 Compensation Peer Group

    | ◾ | Industry and business model comparability; |

  67. 2025 Compensation Peer Group

    | ◾ | Company size comparability, as measured by revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), market cap, enterprise value, and number of employees; and |

  68. 2025 Compensation Peer Group

    | ◾ | Overlap with other peer groups used by third parties to assess the Company’s executive compensation levels and practices. |

  69. Change in Control Plan for 2025

    Change in Control Plan for 2025 In 2023, the Committee approved a Change in Control Severance Plan, which was amended and restated in 2024 (as amended, the “CIC Plan”). The CIC Plan was in effect until March 2, 2026, when it was amended and restated in its entirety which had the effect of, among other things, eliminating all single-trigger protections and benefits. The CIC Plan, as it was in effect during fiscal 2025, is described below: Under the CIC Plan, only the Company’s executive officers (the “Participants”) were eligible to participate. The CIC Plan provided that Participants would be entitled to certain payments and benefits on the first to occur of either (i) a “change in control” of the Company, subject to certain conditions, or (ii) termination of employment by the Company without “cause” or by the executive with “good reason”, each as was defined in the CIC Plan. Under the CIC Plan, a Participant was entitled to severance in an amount equal to the sum of (i) the Participant’s annual base salary and (ii) the Participant’s annual target bonus (or, if no target bonus, the average of the annual bonuses earned for the prior two years), multiplied by the applicable Participant’s payout multiple. Under the CIC Plan, the payout multiples for the Participants during fiscal 2025 were as follows: (i) 2.99x for Mr. Miller II, (ii) 2.5x for Ms. Whitmire and Mr. Miller, and (iii) 2.0x for the remainder of the Participants. In addition, in connection with a qualifying termination or change in control, the Participants were also entitled to (i) a pro-rated bonus payment for the year of termination, and (ii) a payment in an amount equal to eighteen times the monthly COBRA premium to continue coverage under the Company’s group health plan. The CIC Plan also provided that time-based equity awards would vest fully upon the triggering event and performance-based equity awards would vest at the greater of actual and target at the time of the triggering event. The foregoing benefits would be paid or provided only if the Participant timely signed a general release of claims. In March 2026, the Committee approved the Second Amended and Restated Severance Protection Plan, which was further amended and became the Third Amended and Restated Severance Protection Plan in April 2026. The plan, as amended, removed the prior plan’s “single-trigger” change in control severance framework. The current plan no longer provides severance benefits to participating executive officers solely in connection with, or as a result of, a change in control of the Company. Under the current plan, severance benefits are payable to a participating executive officer only upon a qualifying termination, which is limited to termination of the executive officer’s employment by the Company without “cause”, upon death or “disability” of the executive officer, or by a resignation by the executive officer for “good reason”, in each case as defined in the amended plan. See the section titled “Change in Control Provisions - 2026 Severance Plan” below for additional information regarding the amended plan.

  70. Employment Agreements

    Employment Agreements During fiscal 2025, the Company did not have any employment agreements with any of its named executive officers.

  71. Severance Agreements

    Severance Agreements None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our CIC Plan, which was amended and restated in March 2026 and April 2026 and became the Third Amended and Restated Severance Protection Plan, and other than certain change in control provisions in our equity plans.

  72. Timing of Equity Awards

    Timing of Equity Awards We do not have a policy or practice regarding the timing for granting stock options or stock appreciation rights, as we do not currently grant these types of awards under our compensation program. We do currently grant RSUs under our Executive Officer Annual Bonus Program, if earned based on performance achievement, with annual grants of these types of equity awards generally decided during the Committee’s meeting held in February and/or March of each year. The RSU grants with respect to 2025 performance were made on March 15, 2026. This timing was intended to ensure that the grants were issued after the release of the previous fiscal year’s earnings information, when the public was aware of the information and the information was reflected in the stock price used to value the awards. The Committee currently expects to continue this practice with respect to annual equity awards made pursuant to the First Amended and Restated Executive Officer Annual Bonus Plan. Outside of our annual equity award cycle, we may grant equity awards at other times throughout the year, such as to new employee hires, to employees receiving promotions, for retention purposes, or in other relevant circumstances. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates.

  73. 2026 Incentive Compensation Framework

    | ● | Links all incentive compensation (both the annual cash incentive and long-term incentive awards) to pre-established, quantitative performance criteria, specifically Adjusted Pretax Income. Adjusted Pretax Income measures the profitability of the Company, and the Committee believes it reflects management’s performance in executing the business strategy. |

  74. 2026 Incentive Compensation Framework

    | ● | Further emphasizes “pay-for-performance” by introducing PBRSUs. Within the 2026 incentive compensation framework, 50% of long-term incentive awards will be granted in the form of PBRSUs that will vest only if pre-established performance criteria are achieved. These awards will not only be granted based on performance (measured by Adjusted Pretax Income), but they will also be subject to further performance-based measures in order to ultimately vest, as described more fully below. |

  75. 2026 Incentive Compensation Framework

    | ● | Shifts a greater percentage of the incentive compensation opportunity from cash compensation (in the form of the annual cash incentive) to equity-based compensation (in the form of the long-term incentive award). Emphasizing the long-term incentive element of our incentive compensation program promotes shareholder alignment, encourages executives to adopt a long-term view of the business, and aligns with market practices. |

  76. 2026 Incentive Compensation Framework

    | Adjusted Pretax Income | Incentive Pool Funding Level | % Delivered via Annual Cash Incentive | % Delivered via Long-Term Incentives | | Less than $20 million | 0%; Incentive Pool Not Funded | 0% | 0% | | At least $20 million and less than $30 million | 10% of Pretax Income | 60% | 40% | | At least $30 million and less than $45 million | 11% of Pretax Income | 50% | 50% | | At least $45 million and less than $65 million | 12% of Pretax Income | 40% | 60% | | At least $65 million and less than $90 million | 13% of Pretax Income | 30% | 70% | | At least $90 million | 14% of Pretax Income | 30% | 70% |

  77. 2026 Incentive Compensation Framework

    The graph below illustrates the total funding level of the Incentive Pool from which annual cash incentives and long-term incentives may be delivered under the 2026 incentive compensation framework and Amended Bonus Plan. As shown, incentive compensation opportunities are fully driven by our profitability, as measured by Adjusted Pretax Income. At higher levels of achievement, a greater portion of the Incentive Pool is delivered in the form of long-term incentives, which promotes shareholder alignment and also requires the satisfaction of future performance hurdles to realize the value associated with such awards.

  78. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains compensation for each of our named executive officers for fiscal years 2025, 2024, and 2023.

  79. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | William G. Miller II | 2025 | 827,424 | 1,000 | 2,556,840 | 1,304,658 | 59,065(5) | 4,748,987 | | President and Chief Executive Officer | 2024 | 795,600 | 1,750 | 2,249,263 | 2,556,823 | 55,792(5) | 5,659,228 | | | 2023 | 762,501 | 1,500 | — | 2,249,277 | 43,867(5) | 3,057,145 | | Deborah L. Whitmire | 2025 | 486,720 | 1,000 | 778,182 | 453,794 | 23,445(6) | 1,743,141 | | Executive Vice President, Chief Financial Officer, and Treasurer | 2024 | 468,000 | 1,750 | 684,568 | 778,163 | 27,573(6) | 1,960,054 | | | 2023 | 447,692 | 1,500 | — | 684,563 | 9,726(6) | 1,143,481 | | William G. Miller | 2025 | 716,560 | 1,000 | — | 680,691 | 738(7) | 1,398,989 | | Executive Chairman of the Board of Directors | 2024 | 689,000 | 1,750 | — | 1,333,994 | 738(7) | 2,025,482 | | | 2023 | 662,501 | 500 | — | 1,173,536 | 1,476(7) | 1,838,013 | | Jeffrey I. Badgley | 2025 | 652,410 | 1,000 | 444,676 | 269,440 | 14,550(8) | 1,382,076 | | President of International and Military | 2024 | 627,317 | 1,750 | 391,163 | 444,665 | 9,732(8) | 1,474,626 | | | 2023 | 603,190 | 1,500 | — | 391,179 | 9,726(8) | 1,005,595 | | Josias W. Reyneke | 2025 | 378,560 | 1,000 | 444,676 | 269,440 | 15,104(9) | 1,108,780 | | Vice President and Chief Information Officer | 2024 | 364,000 | 1,750 | 391,163 | 444,665 | 10,101(9) | 1,211,678 | | | 2023 | 349,230 | 1,500 | — | 391,179 | 9,726(9) | 751,635 | | Vincent Tiano | 2025 | 378,560 | 1,000 | 444,676 | 269,440 | 26,711(10) | 1,120,387 | | Vice President and Chief Revenue Officer | 2024 | 364,000 | 1,750 | 391,163 | 444,665 | 10,101(10) | 1,211,678 | | | 2023 | 349,230 | 1,500 | — | 391,179 | 9,726(10) | 751,635 |

  80. 2025 Summary Compensation Table

    | (1) These amounts reflect discretionary holiday cash bonuses that are awarded to all employees in the amounts of $1,000, $1,750, and $1,500 in 2025, 2024, and 2023 (other than Mr. Miller, who received $500 in 2023), respectively. |

  81. 2025 Summary Compensation Table

    | (2) Grant of equity awards in the form of restricted stock units under the Company’s 2016 Stock Incentive Plan. The grant values were calculated using the fair market value of the restricted stock units at the date of grant, including for awards granted in 2024 for which grant values were inadvertently calculated using the closing price on the last day of the Company’s 2023 fiscal year in the Company’s 2025 proxy statement. Restricted stock units granted in 2026 with respect to the Company’s 2025 performance will be reflected in the summary compensation table of next year’s proxy statement for the Company’s 2027 annual meeting of shareholders. See “Compensation Discussion and Analysis – Executive Annual Bonus Program” for more information regarding the restricted stock units granted in 2026 pursuant to the Company’s 2025 Stock Incentive Plan to the named executive officers with respect to 2025 performance. |

  82. 2025 Summary Compensation Table

    | (3) Represents amounts earned pursuant to the Company’s executive officer annual cash bonus plan in effect for such year, which (i) for 2025, were paid in 2026 for performance in fiscal 2025, (ii) for 2024, were paid in 2025 for performance in fiscal 2024, and (iii) for 2023, were paid in 2024 for performance in fiscal 2023. |

  83. 2025 Summary Compensation Table

    | (4) Amounts in this column are indicated for perquisites and other personal benefits only if the aggregate value exceeded $10,000 for any named executive officer in the applicable year. |

  84. 2025 Summary Compensation Table

    | (5) Amount includes Company matching contribution to the 401(k) Plan in the amount of $10,500, $8,625, and $8,250 for fiscal years 2025, 2024, and 2023, respectively and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2025, 2024, and 2023, respectively. In fiscal 2025 and 2024, amount also includes $5,746 and $5,307 for club membership dues, respectively. In fiscal 2025, 2024, and 2023, amount also includes $2,963, $2,117, and $2,384 for automobile expenses, respectively, and $38,380, $38,266, and $31,757 in aggregate incremental cost arising out of personal use of the Company’s aircraft, respectively. Such incremental cost is the direct cost per hour multiplied by the number of hours of use, plus any incidental expenses. Fixed costs, which do not change based on usage, such as aircraft purchase costs, pilot salaries and the cost of maintenance not related to specific trips, are excluded from the calculation of incremental cost. |

  85. 2025 Summary Compensation Table

    | (6) Amount includes Company matching contribution to the 401(k) Plan in the amount of $12,250, $8,625, and $8,250 for fiscal years 2025, 2024, and 2023, respectively, and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2025, 2024 and 2023, respectively. For 2024 amount also includes $7,576 for club membership dues, $1,340 for automobile expenses, and $8,556 in aggregate incremental cost arising |

  86. 2025 Summary Compensation Table

    | PROXY STATEMENT | Executive Compensation Tables |

  87. 2025 Summary Compensation Table

    out of personal use of the Company’s aircraft. Such incremental cost is the direct cost per hour multiplied by the number of hours of use, plus any incidental expenses. Fixed costs, which do not change based on usage, such as aircraft purchase costs, pilot salaries and the cost of maintenance not related to specific trips, are excluded from the calculation of incremental cost.

  88. 2025 Summary Compensation Table

    | (7) Amount includes Company paid life insurance premiums in the amount of $738, $738, and $1,476, for fiscal years 2025, 2024, and 2023, respectively. |

  89. 2025 Summary Compensation Table

    | (8) Amount includes Company matching contribution to the 401(k) Plan in the amount of $10,500, $8,625, and $8,250 for fiscal years 2025, 2024, and 2023, respectively, and Company paid life insurance premiums in the amount of $1,107, $1,107, and $1,476, for fiscal years 2025, 2024, and 2023, respectively. |

  90. 2025 Summary Compensation Table

    | (9) Amount includes Company matching contribution to the 401(k) Plan in the amount of $12,250, $8,625, and $8,250 for fiscal years 2025, 2024, and 2023, respectively, and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2025, 2024, and 2023, respectively. |

  91. 2025 Summary Compensation Table

    | (10) Amount includes Company matching contribution to the 401(k) Plan in the amount of $12,250, $8,625, $8,250 for fiscal years 2025, 2024, and 2023, respectively, and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2025, 2024, and 2023, respectively. For 2025, amount also includes $5,746 for club membership dues, $3,897 for automobile expenses, and $3,342 in aggregate incremental cost arising out of personal use of the Company’s aircraft. Such incremental cost is the direct cost per hour multiplied by the number of hours of use, plus any incidental expenses. Fixed costs, which do not change based on usage, such as aircraft purchase costs, pilot salaries and the cost of maintenance not related to specific trips, are excluded from the calculation of incremental cost. |

  92. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards The following table provides information about our 2025 equity awards granted to our named executive officers during the year ended December 31, 2025.

  93. Fiscal 2025 Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (1) # | Grant Date Fair Value of Stock, Unit, and Option Awards (2) $ | | William G. Miller II | 3/15/2025 | 57,200 | 2,556,840 | | Deborah L. Whitmire | 3/15/2025 | 17,409 | 778,182 | | William G. Miller | – | – | – | | Jeffrey I. Badgley | 3/15/2025 | 9,948 | 444,676 | | Josias W. Reyneke | 3/15/2025 | 9,948 | 444,676 | | Vincent Tiano | 3/15/2025 | 9,948 | 444,676 |

  94. Fiscal 2025 Grants of Plan-Based Awards

    | (1) This column represents time-based restricted stock units granted to the named executive officers during 2025 under the Company’s 2016 Stock Incentive Plan. These restricted stock units vest in three equal annual installments commencing on March 15, 2026. Each restricted stock unit represents a contingent right to receive one share of Common Stock. The restricted stock units granted in 2026 to the named executive officers with respect to 2025 performance were granted pursuant to the Company’s 2025 Stock Incentive Plan and will be reflected in the Fiscal 2026 Grants of Plan-Based Awards table of next year’s proxy statement for the Company’s 2027 annual meeting of shareholders. |

  95. Fiscal 2025 Grants of Plan-Based Awards

    | (2) This column represents the grant date fair value of $44.70 as of March 14, 2025 for time-based restricted stock unit awards in accordance with ASC Topic 718. We determined these fair values based on the closing market price of the Common Stock on the date of grant. |

  96. Outstanding Equity Awards at Fiscal Year End 2025

    Outstanding Equity Awards at Fiscal Year End 2025 The table below shows the number of shares underlying unvested restricted stock units held by our named executives at fiscal year end 2025.

  97. Outstanding Equity Awards at Fiscal Year End 2025

    | | Stock Awards | | | | | Name | Number of Shares or Restricted Stock Units that Have Not Vested (1) # | Market Value of Shares or Restricted Stock Units That Have Not Vested (2) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Restricted Stock Units or Other Rights That Have Not Vested (3) # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Restricted Stock Units or Other Rights That Have Not Vested (4) $ | | William G. Miller II | 24,000 | 896,880 | 90,471 | 3,380,889 | | Deborah L. Whitmire | 12,000 | 448,440 | 27,535 | 1,028,983 | | William G. Miller | — | — | — | — | | Jeffrey I. Badgley | 12,000 | 448,440 | 15,734 | 587,980 | | Josias W. Reyneke | 4,000 | 149,480 | 15,734 | 587,980 | | Vincent Tiano | 4,000 | 149,480 | 15,734 | 587,980 |

  98. Outstanding Equity Awards at Fiscal Year End 2025

    | PROXY STATEMENT | Executive Compensation Tables |

  99. Outstanding Equity Awards at Fiscal Year End 2025

    | (1) Consisted of time-based restricted stock units granted on March 1, 2022, that vest in five equal annual installments commencing on March 1, 2023. The awards are generally subject to the executive’s continued service with the Company through the applicable vesting dates. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |

  100. Outstanding Equity Awards at Fiscal Year End 2025

    | (2) The market value of these awards was computed based on the closing price of the Company’s Common Stock on December 31, 2025, of $37.37. |

  101. Outstanding Equity Awards at Fiscal Year End 2025

    | (3) Equity incentive plan awards issued and outstanding as of December 31, 2025, consisted of (i) time-based restricted stock units granted on March 6, 2024, that vest in three equal annual installments commencing on March 6, 2025, and (ii) time-based restricted stock unit awards granted on March 15, 2025, that vest in three equal annual installments commencing on March 15, 2026. The awards are generally subject to the executive’s continued service with the Company through the applicable vesting dates. Each restricted stock unit represents a contingent right to receive one share of the Company’s Common Stock. |

  102. Outstanding Equity Awards at Fiscal Year End 2025

    | (4) The market value of these awards was computed based on the closing price of the Company’s Common Stock on December 31, 2025, of $37.37. |

  103. Stock Vested in Fiscal Year 2025

    Stock Vested in Fiscal Year 2025 The following table provides information about the value realized by the named executive officers from their stock awards that vested during the year ended December 31, 2025:

  104. Stock Vested in Fiscal Year 2025

    | | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting # | Value Realized on Vesting $ | | William G. Miller II | 28,635 | 1,468,084 | | Deborah L. Whitmire | 11,063 | 582,798 | | William G. Miller | — | — | | Jeffrey I. Badgley | 8,893 | 481,958 | | Josias W. Reyneke | 4,893 | 250,278 | | Vincent Tiano | 4,893 | 250,278 |

  105. Stock Vested in Fiscal Year 2025

    | (1) Represents the vesting of time-based restricted stock units on March 1, 2025, and March 6, 2025. The value realized on vesting of these restricted stock units was computed based on the closing price of the Company’s Common Stock on February 28, 2025 of $57.92 and March 6, 2025 of $46.47. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |

  106. Potential Payment upon Termination or Change in Control

    Potential Payment upon Termination or Change in Control

  107. CEO Pay Ratio

    CEO Pay Ratio We pay for performance and impact by linking incentive pay to Company performance and seek to invest in positive experiences that have the greatest impact on the engagement and well-being of our employees. The executive compensation program is incentive-based and weighted towards long-term awards to emphasize long-term performance and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive market and to “pay for performance” in order to drive business results and maximize shareholder value. To identify the median employee, as well as determine the annual compensation of the median employee, we used the following methodology:

  108. CEO Pay Ratio

    | ◾ | The median employee was identified using the Company’s employee population on December 31, 2025. |

  109. CEO Pay Ratio

    | PROXY STATEMENT | Executive Compensation Tables |

  110. CEO Pay Ratio

    | ◾ | The Company determined that, as of December 31, 2025, its population of employees consisted of 1,535 employees, the large majority of which are located in the United States. This population consisted of the Company’s full-time, part-time, seasonal, and temporary employees. |

  111. CEO Pay Ratio

    | ◾ | To identify the median employee from the Company’s employee population, the Company compared the amount of total taxable wages paid to its employees during 2025, as reported to the Internal Revenue Service on Form W-2 for U.S. employees or the equivalent agency for non-U.S. employees. For purposes of the compensation elements paid in Euro and GBP, the Company applied a Euro to U.S. dollar exchange rate and a GBP to U.S. dollar exchange rate, using the average yearly rate of exchange during 2025 of: (i) Euros to U.S. dollars of 1.1298, and (ii) GBP to U.S. dollars of 1.3182. No cost-of-living adjustments were made in identifying the median employee. |

  112. CEO Pay Ratio

    | ◾ | We determined annual total compensation, including any perquisites and other benefits, in the same manner we determine the annual total compensation of our CEO for purposes of the Summary Compensation Table. |

  113. CEO Pay Ratio

    This resulted in the median employee’s annual total compensation as shown below:

  114. CEO Pay Ratio

    | Annual Compensation | | | Median Employee | $59,793 | | CEO (Mr. Miller II) | $4,748,987 | | CEO Pay Ratio | 79 |

  115. CEO Pay Ratio

    Based on this information for fiscal 2025, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 79 to 1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio reported above.

  116. CEO Pay Ratio

    | PROXY STATEMENT | Executive Compensation Tables |

  117. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance.

  118. Pay Versus Performance

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Investment Based On: | | | | | Year | CEO (William G. Miller II) (1) ($) | CEO (Jeffrey I. Badgley) (1) ($) | CEO (William G. Miller II) (1)(2) ($) | CEO (Jeffrey I. Badgley) (1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Paid to Non-CEO NEOs (3) ($) | Miller Industries TSR* ($) | Peer Group TSR* (4) ($) | Net Income (in thousands) ($) | Adjusted Pretax Income (in thousands) (5) ($) | | 2025 | 4,748,987 | – | 2,323,181 | – | 1,350,675 | 872,685 | 108 | 91 | 23,014 | 50,422 | | 2024 | 5,659,228 | – | 7,399,482 | – | 1,576,704 | 2,004,340 | 194 | 82 | 63,494 | 98,814 | | 2023 | 3,057,145 | – | 3,825,865 | – | 1,098,072 | 1,354,312 | 124 | 83 | 58,291 | 86,929 | | 2022 | 2,769,503 | 1,723,992 | 2,572,103 | 1,625,292 | 844,815 | 795,465 | 77 | 70 | 20,346 | 29,585 | | 2021 | 689,213 | 689,213 | 689,213 | 689,213 | 413,604 | 413,604 | 94 | 93 | 16,255 | 22,265 |

  119. Pay Versus Performance

    | (1) The table below reflects compensation amounts for two Chief Executive Officers for fiscal 2022 and 2021. Prior to March 7, 2022, William G. Miller II, the “First Co-CEO”, and Jeffrey I. Badgley, the “Second Co-CEO”, served together as co-Chief Executive Officers of the Company. Effective March 7, 2022, Mr. Miller II was appointed as the Company’s sole Chief Executive Officer and Mr. Badgley was appointed as the Company’s President of International and Military. |

  120. Pay Versus Performance

    | (2) The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Miller II and Mr. Badgley, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to either Mr. Miller II or Mr. Badgley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to each of Mr. Miller II’s and Mr. Badgley’s total compensation for each year to determine the compensation actually paid. |

  121. Pay Versus Performance

    | (3) The dollar amounts reported in these columns represent the average amount of “compensation actually paid” to the non-CEO named executive officers (“NEOs”), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the non-CEO NEOs during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to the average of the non-CEO NEO’s total compensation for each year to determine the compensation actually paid. The names of the non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, 2024, and 2023, Deborah L. Whitmire, William G. Miller, Jeffrey I. Badgley, Josias W. Reyneke, and Vincent Tiano, (iii) for 2022, William G. Miller, Deborah L. Whitmire, Vincent Tiano, Josias W. Reyneke and Jamison Linden (iv) for 2021, Deborah L. Whitmire, Josias W. Reyneke, Vincent Tiano and Jamison Linden. |

  122. Pay Versus Performance

    | (4) Represents the weighted total shareholder return (“TSR”) of the peer group described below (the “Peer Group”), weighted according to the respective companies’ stock market capitalization at the beginning of each calendar year. The Peer Group used for this purpose is a peer group recommended by the Compensation Committee’s independent compensation consultant, Pearl Meyer, which group was used and referred to by the Compensation Committee in connection with its review of the Company’s executive compensation program. The Peer Group for fiscal 2021, and 2022 consisted of: Astec Industries, Inc. (ASTE); Blue Bird Corp. (BLBD); CIRCOR International, Inc. (CIR); Commercial Vehicle Group, Inc. (CVGI); Douglas Dynamics, Inc. (PLOW); Enerpac Tool Group Corp. (EPAC); L.B. Foster Co. (FSTR); Motorcar Parts of America, Inc. (MPAA); NN, Inc. (NNBR); Park-Ohio Holdings Corp. (PKOH); Shyft Group Inc. (SHYF); and Stoneridge, Inc. (SRI). In October 2023, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its Peer Group TSR data for fiscal 2023, 2024, and 2025. The Company also added The Manitowoc Company, Inc. (MTW) to its Peer Group for fiscal 2025. |

  123. Pay Versus Performance

    | (5) Adjusted Pretax Income is a non-GAAP measure. See “Compensation Discussion and Analysis – 2025 Executive Annual Bonus Program” for more information regarding this non-GAAP financial measure. |

  124. Pay Versus Performance

    | * Total Shareholder Return |

  125. Pay Versus Performance

    | PROXY STATEMENT | Executive Compensation Tables |

  126. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the Company’s Peer Group. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by, or actually paid to, our NEOs during the applicable years.

  127. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  128. Compensation Actually Paid and Cumulative TSR

    | PROXY STATEMENT | Executive Compensation Tables |

  129. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

  130. Compensation Actually Paid and Net Income

    | PROXY STATEMENT | Executive Compensation Tables |

  131. Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)

    Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure) The following table lists the five financial performance measures that we believe represent the most important financial performance measures we used to link compensation paid to our NEOs to our performance.

  132. Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)

    | (in thousands, except total shareholder return and earnings per share, diluted) | | | | | | | Measure | 2025 | 2024 | 2023 | 2022 | 2021 | | Revenue | $790,271 | $1,257,500 | $1,153,354 | $848,456 | $717,476 | | EBITDA (a non-GAAP measure)(1) | $46,840 | $98,128 | $93,001 | $40,873 | $34,157 | | Adjusted Pretax Income (a non-GAAP measure)(2) | $50,422 | $98,814 | $86,929 | $29,585 | $22,265 | | Total Shareholder Return | $108 | $194 | $124 | $77 | $94 | | Earnings Per Share, Diluted | $1.98 | $5.47 | $5.07 | $1.78 | $1.42 |

  133. Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)

    | (1) EBITDA is a non-GAAP financial measure and is defined as earnings before interest, taxes, depreciation and amortization. |

  134. Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)

    | (2) See “Compensation Discussion and Analysis – 2025 Executive Annual Bonus Program” for a definition of this non-GAAP financial measure. |

  135. Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)

    | PROXY STATEMENT | Security Ownership of Certain Beneficial Owners and Management |

  136. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth, as of March 31, 2026, certain information with respect to the beneficial ownership of our Common Stock, as defined in Rule 13d-3 of the Exchange Act by (i) each director, (ii) each person listed in the Summary Compensation Table in this proxy statement, and (iii) all current executive officers and directors as a group. Except as otherwise indicated, each of the persons listed has sole voting and investment power with respect to the shares included in the table.

  137. Directors and Executive Officers

    | Name | Amount and Nature of Beneficial Ownership (1) | Percent of Class (2) | | Theodore H. Ashford III | 19,399 | * | | Jeffrey I. Badgley (3) | 25,192 | * | | Peter Jackson | 5,988 | * | | William G. Miller | 295,666 | 2.6% | | William G. Miller II (4) | 72,715 | * | | Dr. Javier Reyes | 5,988 | * | | Josias W. Reyneke (5) | 13,032 | * | | Dr. Susan Sweeney | 5,988 | * | | Vincent Tiano (5) | 13,032 | * | | Leigh Walton | 10,474 | * | | Deborah L. Whitmire (6) | 29,955 | * | | All Directors and Executive Officers as a Group (12 persons) (7)(8) | 510,461 | 4.5% |

  138. Directors and Executive Officers

    | * Less than one percent. |

  139. Directors and Executive Officers

    | (1) Includes shares of Common Stock of which the named person or entity has the right to acquire beneficial ownership within 60 days of March 31, 2026 through the exercise of any stock option or other right. Unless otherwise noted, the address for each beneficial owner is the Company’s corporate headquarters located at 8503 Hilltop Drive, Ooltewah, Tennessee 37363. |

  140. Directors and Executive Officers

    | (2) The percentage of beneficial ownership is based on 11,371,730 shares of Common Stock issued and outstanding as of March 31, 2026, and represents the percentage that the named person or entity would beneficially own if such person or entity, and only such person or entity, exercised all options and rights to acquire shares of Common Stock that are held by such person or entity and that are exercisable within 60 days of March 31, 2026. |

  141. Directors and Executive Officers

    | (3) Excludes 21,665 shares represented by outstanding and unvested time-based restricted stock units. |

  142. Directors and Executive Officers

    | (4) Excludes 96,500 shares represented by outstanding and unvested time-based restricted stock units. |

  143. Directors and Executive Officers

    | (5) Excludes 17,665 shares represented by outstanding and unvested time-based restricted stock units. |

  144. Directors and Executive Officers

    | (6) Excludes 33,010 shares represented by outstanding and unvested time-based restricted stock units. Amount of shares reflected for Ms. Whitmire was rounded down to the nearest whole share. |

  145. Directors and Executive Officers

    | (7) Includes Frank Madonia, the Company’s Executive Vice President, Secretary and General Counsel. |

  146. Directors and Executive Officers

    | (8) Excludes 204,170 shares represented by outstanding and unvested time-based restricted stock units. |