DEF 14A of Mueller Industries Inc
Filed Mar 27, 2025 · FY20240001308179-25-000245
— PROPOSAL 1: ELECTION OF DIRECTORS
— PROPOSAL 1: ELECTION OF DIRECTORS The following table provides summary information about each director nominee. The Board of Directors believes that these nominees reflect an appropriate composition to effectively oversee the performance of management in the execution of the Company’s strategy, and as such, recommends a vote “for” each of the eight nominees listed below.
— PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Director Since | Primary Occupation | Independence | Committee Memberships | Current Other Public Boards | | Gregory L. Christopher Chairman and Chief Executive Officer | 63 | 2010 | Chief Executive Officer, Mueller Industries, Inc. | N | None | None | | Elizabeth Donovan | 72 | 2019 | Retired, Chicago Board Options Exchange | Y | N*, C | None | | William C. Drummond | 71 | 2022 | Principal, The Marston Group PLC | Y | A | None | | Gary S. Gladstein | 80 | 2000 | Private Investor, Consultant | Y | C | None | | Scott J. Goldman | 72 | 2008 | Chief Executive Officer, TextPower, Inc. | Y | C* | None | | John B. Hansen | 78 | 2014 | Retired Executive Vice President, Mueller Industries, Inc. | Y | A* | None | | Terry Hermanson Lead Independent Director since January 1, 2019 | 82 | 2003 | Chairman, Mr. Christmas Inc. | Y | N | None | | Charles P. Herzog, Jr. | 67 | 2017 | Co-Founder and Principal, Atadex LLC & Vypin LLC | Y | A, N | None |
— PROPOSAL 1: ELECTION OF DIRECTORS
A = Audit Committee C = Compensation and Personnel Development Committee N = Nominating and Governance Committee * = Chair
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Eight director nominees will be elected at the Annual Meeting, each to serve until the next annual meeting (tentatively scheduled for May 7, 2026), or until the election and qualification of their successors. At the recommendation of the Nominating and Governance Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting: Gregory L. Christopher, Elizabeth Donovan, William C. Drummond, Gary S. Gladstein, Scott J. Goldman, John B. Hansen, Terry Hermanson and Charles P. Herzog, Jr. (collectively, the “Nominees”). Directors are elected by a plurality of the votes cast, which means that the individuals who receive the greatest number of votes cast “For” are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting. Consequently, any shares not voted “For” a particular director (whether as a result of a direction to withhold or a broker non-vote) will not be counted in such director’s favor. The Board of Directors has adopted a majority vote policy in uncontested elections. An uncontested election means any stockholders meeting called for purposes of electing any director(s) in which (i) the number of director nominees for election is equal to the number of positions on the Board of Directors to be filled through the election to be conducted at such meeting, and/or (ii) proxies are being solicited for the election of directors solely by the Company. The election of directors solicited by this Proxy Statement is an uncontested election. In the event that a nominee for election in an uncontested election receives a greater number of votes “Withheld” for his or her election than votes “For” such election, such nominee will tender an irrevocable resignation to the Nominating and Governance Committee, which will decide whether to accept or reject the resignation and submit such recommendation for prompt consideration by the Board of Directors no later than ninety (90) days following the uncontested election.
— SELECTING NOMINEES TO THE BOARD
— SELECTING NOMINEES TO THE BOARD The Nominating and Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:
— SELECTING NOMINEES TO THE BOARD
| • | personal and professional integrity, and the highest ethical standards; | | • | skills, business experience and industry knowledge useful to the oversight of the Company based on the perceived needs of the Company and the Board at any given time; | | • | the ability and willingness to devote the required amount of time to the Company’s affairs, including attendance at Board and committee meetings; | | • | the interest, capacity and willingness to serve the long-term interests of the Company; and | | • | the lack of any personal or professional relationships that would adversely affect a candidate’s ability to serve the best interests of the Company and its stockholders. |
— SELECTING NOMINEES TO THE BOARD
The Nominating and Governance Committee also assesses the contributions of the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members consider such factors as they determine appropriate, including recommendations made by the Board of Directors. As reflected in its formal charter, the Nominating and Governance Committee considers the diversity of the Company’s Board and employees to be a tremendous asset. The Company is committed to maintaining a highly qualified and diverse Board, and as such, all candidates are considered regardless of their age, gender, race, color of skin, ethnic origin, political affiliation, religious preference, sexual orientation, country of origin, disability or any other category. Through Charter amendments enacted in February 2023, the Nominating and Governance Committee reaffirmed its commitment to including, in each search, qualified candidates who reflect diverse backgrounds, including diversity of gender and race. Moreover, the Committee will consider all candidates irrespective of whether their backgrounds includes work in the corporate, academic, government or non-profit sectors. These efforts to promote diversity are assessed annually to assure that the Board contains a balanced and effective mix of individuals capable of advancing the Company’s long-term interests. The Nominating and Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the
— SELECTING NOMINEES TO THE BOARD
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 12 |
— SELECTING NOMINEES TO THE BOARD
Company’s Restated Certificate of Incorporation and Amended and Restated By-laws (“Bylaws”) allow a qualifying stockholder to nominate an individual for election to the Board, said nomination of which can be brought directly before a meeting of stockholders. Procedures and deadlines for doing so are set forth in the Company’s Bylaws, the applicable provisions of which may be obtained, without charge, on the Company’s website or upon written request to the Secretary of the Company at the address set forth herein. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the procedures set forth in the Bylaws. See “Stockholder Nominations for Board Membership and Other Proposals for 2025 Annual Meeting.”
— DIRECTOR NOMINEE BIOGRAPHIES
— DIRECTOR NOMINEE BIOGRAPHIES
— DIRECTOR NOMINEE BIOGRAPHIES
| | THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR EACH OF THE NOMINEES. |
— DIRECTOR NOMINEE BIOGRAPHIES
| GREGORY L. CHRISTOPHER Chairman of the Board and Chief Executive Officer | | | Age 63 Director Since 2010 | Mr. Christopher has served as Chairman of the Board of Directors since January 1, 2016. Mr. Christopher has served as Chief Executive Officer of the Company since October 30, 2008. Prior to that, he served as the Company’s Chief Operating Officer and President of the Standard Products Division. | | ELIZABETH DONOVAN | | | Age 72 Director Since 2019 | Ms. Donovan was an early member, and at the time, one of the few women on the Chicago Board Options Exchange. She subsequently became an independent broker representing major institutional options orders and has been retired from employment for more than five years. Ms. Donovan was nominated to serve as a director of the Company because of her knowledge of market dynamics and institutional trading practices, knowledge acquired through her 18-year tenure as a fiduciary representative amidst an array of market conditions. She currently serves as Chairwoman of the Nominating and Governance Committee, and is also a member of the Compensation and Personnel Development Committee. | | WILLIAM C. DRUMMOND | | | Age 71 Director Since 2022 | Mr. Drummond, a Certified Public Accountant, has served as a Principal of The Marston Group PLC, a CPA and advisory firm, since 2013. Prior to that, he was a Partner at Ernst & Young LLP (“EY”). Mr. Drummond was nominated to serve as a director of the Company because of his strength in the area of accounting, combined with his financial acumen, and his knowledge of and experience with tax and audit matters. He currently serves on the Audit Committee. | | GARY S. GLADSTEIN | | | Age 80 Director Since 2000 | Mr. Gladstein served as Chairman of the Board of Directors of the Company from 2013 to 2015, and was previously a director of the Company from 1990 to 1994. Mr. Gladstein is currently an independent investor and consultant. From the beginning of 2000 to August 31, 2004, Mr. Gladstein was a Senior Consultant at Soros Fund Management. He was a partner and Chief Operating Officer at Soros Fund Management from 1985 until his retirement at the end of 1999. During the past five years, Mr. Gladstein also served as a director of Inversiones y Representaciones Sociedad Anónima, Darien Rowayton Bank and a number of private companies. Mr. Gladstein was nominated to serve as a director of the Company because of his financial and accounting expertise, combined with his years of experience providing strategic advisory services to complex organizations. In addition, having been a member of the compensation, audit and other committees of public company boards, Mr. Gladstein is deeply familiar with corporate governance issues. He currently serves on the Compensation and Personnel Development Committee. |
— DIRECTOR NOMINEE BIOGRAPHIES
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 13 |
— DIRECTOR NOMINEE BIOGRAPHIES
| SCOTT J. GOLDMAN | | | Age 72 Director Since 2008 | For 12 years, Mr. Goldman has served as Chief Executive Officer of TextPower, Inc., which provides software-integrated text messaging alerts to utilities, municipalities and courts. He holds multiple patents for cybersecurity-related authentication technologies and speaks, writes and educates executives about cybersecurity matters. He has assisted Fortune 1000 companies in licensing, developing, building and operating wireless technologies and systems around the world. Mr. Goldman was nominated to serve as a director of the Company because of his extensive experience with cybersecurity, advanced technologies and global market strategies. He currently serves as Chairman of the Compensation and Personnel Development Committee. | | JOHN B. HANSEN | | | Age 78 Director Since 2014 | Prior to his retirement as an Executive Vice President of the Company in 2014, Mr. Hansen served the Company in a variety of roles, including President-Plumbing Business, President-Manufacturing Operations and Senior Vice President – Strategy and Industry Relations. Mr. Hansen was nominated to serve as a director because of his extensive industry experience and deep knowledge of the Company, its full array of operations and the global markets it serves. He currently serves as Chairman of the Audit Committee. | | TERRY HERMANSON Lead Independent Director | | | Age 82 Director Since 2003 | Mr. Hermanson has been the principal of Mr. Christmas Incorporated, a wholesale merchandising company, since 1978, and presently serves as its Chairman. Mr. Hermanson was nominated to serve as a director of the Company because of his extensive experience in manufacturing, importing, sales, international business and strategic planning. In addition to serving as Lead Independent Director, Mr. Hermanson is also a member of the Nominating and Governance Committee. | | CHARLES P. HERZOG, JR. | | | Age 67 Director Since 2017 | Since 2010, Mr. Herzog has been a principal at Atadex LLC, a firm he co-founded. He co-founded a second firm, Vypin LLC, in 2016. Atadex and Vypin provide advanced technological and data delivery solutions to support the transportation logistics industry. Mr. Herzog was nominated to serve as a director of the Company based on his extensive knowledge of the transportation logistics industry, and the developing technologies that support it. He currently serves as a member of the Audit Committee and the Nominating and Governance Committee. |
— DIRECTOR NOMINEE BIOGRAPHIES
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 14 |
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
— ELEMENTS OF DIRECTOR COMPENSATION
— ELEMENTS OF DIRECTOR COMPENSATION Our non-employee director compensation for 2024 was awarded in a combination of cash and equity, as shown below:*
— ELEMENTS OF DIRECTOR COMPENSATION
| Annual fee for the Lead Independent Director | For serving as Lead Independent Director, Mr. Hermanson received an annual fee of $90,000. | | Annual fee for other directors | All other non-employee directors received an annual fee of $80,000. | | Meeting fees | • $3,000 per Audit Committee meeting attended. • $1,500 per Compensation and Personnel Development Committee, or Nominating and Governance Committee meeting attended. | | Annual fees for Committee Chairs | • $25,000 for the Audit Committee Chair. • $10,000 each for the chairs of the Compensation and Personnel Development and Nominating and Governance Committees. | | Annual equity award | • All non-employee directors were granted 2,733 shares of stock on May 9, 2024 (which had an aggregate value of approximately $160,000 as of the grant date). |
— ELEMENTS OF DIRECTOR COMPENSATION
| * In his capacity as Chairman of the Board of Directors, Mr. Christopher received neither a retainer nor any meeting fees. |
— ELEMENTS OF DIRECTOR COMPENSATION
In addition, each director received reimbursement for such director’s expenses incurred in connection with any such Board or Committee meeting, and each Committee fee was paid whether or not such committee meeting was held in conjunction with a Board of Directors meeting.
— ELEMENTS OF DIRECTOR COMPENSATION
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 20 |
— 2024 NON-EMPLOYEE DIRECTOR COMPENSATION
— 2024 NON-EMPLOYEE DIRECTOR COMPENSATION The table below summarizes the total compensation we paid to our non-employee directors for the fiscal year ended December 28, 2024.
— 2024 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Elizabeth Donovan | 93,000 | 160,031 | 253,031 | | William C. Drummond | 98,000 | 160,031 | 258,031 | | Gary S. Gladstein | 84,500 | 160,031 | 244,531 | | Scott J. Goldman | 84,500 | 160,031 | 244,531 | | John B. Hansen | 126,000 | 160,031 | 286,031 | | Terry Hermanson | 94,500 | 160,031 | 254,531 | | Charles P. Herzog, Jr. | 98,000 | 160,031 | 258,031 |
— 2024 NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) Represents the aggregate grant date fair value of awards granted to our directors in 2024, as determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 18 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. |
— DETERMINATION OF EXECUTIVE COMPENSATION
— DETERMINATION OF EXECUTIVE COMPENSATION Guided by the philosophy and design outlined above, the Committee determines the compensation of our CEO. In turn, our CEO makes recommendations to the Committee regarding all components of our other NEOs’ compensation, including base salary, annual cash incentive compensation, and long-term equity incentive compensation. The Committee considers and acts upon those recommendations in setting the compensation of our other NEOs. In determining compensation, we generally do not rely upon hierarchical or seniority-based levels or guidelines, nor did the Committee formally benchmark executive compensation (or any component thereof) against any particular peer group. Instead, we utilize a more flexible approach that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our broader strategic and financial goals. This requires that we consider subjective factors including, but not limited to the following:
— ELEMENTS OF COMPENSATION
| Element of Compensation | Purpose/Description | Form/Timing of Payment | | Base Salary and traditional benefits | To provide a base level of compensation for services performed, to encourage the continued service of our executive officers and to attract additional talented executive officers when necessary | Cash / throughout the fiscal year | | Annual Incentive Compensation | To attract, motivate and reward executives to achieve and surpass key performance target goals | Cash / typically in February based upon the prior fiscal year’s performance | | Long-Term Equity Incentive Compensation | To attract, motivate and reward executives to increase stockholder value, and encourage them to make long-term commitments to serve the Company | Restricted stock with performance and time vesting criterion / following the release of second quarter earnings |
Annual Incentive Compensation
Annual Incentive Compensation Each of our NEOs received annual incentive compensation for 2024 based upon the actual performance of the Company relative to the performance targets (as described below), which were established by the Committee on February 1, 2024. The table below shows the target annual incentive award for each of our NEOs. For 2024, the amount of incentive compensation payable to each of our named executive officers was calculated as follows:
PERFORMANCE FACTOR
| Performance to Target(1) | Payout Percentage | | 96% | 80% | | 100% | 100% | | 104% | 135% | | 106% | 185% | | 109% | 270% | | 112% | 350% | | 115% | 400% |
PERFORMANCE FACTOR
| (1) Incentive operating income is the performance criteria metric used for all bonus plans. Incentive operating income includes adjustments to operating income as presented in the Company’s audited financial statements for purposes of defining the performance criteria, such as: (i) certain standard adjustments made annually, including expenses associated with phantom shares granted to personnel in our European businesses and FIFO variances; and (ii) certain adjustments made when applicable, including impairment charges, certain gains or losses on the sale of assets, certain gains stemming from claim recoveries, consolidation related expenses and purchase accounting adjustments. | | (2) The performance targets applicable to our NEOs were established by the Committee on February 1, 2024, and continue the Company’s longstanding approach of establishing ambitious performance goals that would motivate and incentivize our NEOs to deliver value to our stockholders throughout the Company’s fiscal year. |
2024 NEO ANNUAL INCENTIVE CALCULATIONS
2024 NEO ANNUAL INCENTIVE CALCULATIONS As a result of 2024 performance, the annual incentive payments for the NEOs were calculated as follows:
2024 NEO ANNUAL INCENTIVE CALCULATIONS
| (1) The target award is determined by multiplying the NEO’s base earnings by the applicable incentive grade level factor. |
Long-Term Equity Incentive Compensation Program
Long-Term Equity Incentive Compensation Program
OVERVIEW
The Committee has made the retention of executives and key employees a particular focus of the long-term equity incentive compensation program in recent years. The Committee has decided that the best way to meet the objectives of our long-term incentive program is to award a combination of performance-based restricted stock and time-based restricted stock, allocated as shown below. In 2024, to reaffirm the alignment of pay and performance, the Committee chose to award only performance-based restricted stock to our NEOs, which, provided performance criteria are met, will cliff vest after a period of three years for Messrs. Christopher, Martin and Sigloch, and five years for Mr. Miritello. The Committee believes that the extended and cliff vesting schedules and performance criteria described below will motivate our NEOs and key employees to remain with the Company and make long-term contributions to stockholder value generation.
VESTING SCHEDULE FOR PERFORMANCE-BASED RESTRICTED STOCK
VESTING SCHEDULE FOR PERFORMANCE-BASED RESTRICTED STOCK To foster executive retention, 100% of the regular annual equity awards given to NEOs in 2024, all of which are performance-based, will cliff vest after a period of three years (or five years for Mr. Miritello). The Committee elected to use a long-term vesting schedule to promote executive retention in our competitive industry and to incentivize performance. However, given the importance of long-term equity incentive awards in our compensation program, the Committee provided for accelerated vesting of unvested shares of restricted stock in the event of death, disability or a change in control (as explained in more detail in the “2024 Grant of Plan Based Awards” and “Potential Payments Upon Termination of Employment or Change in Control as of the End of 2024” Tables). The Committee believes that accelerated vesting would be appropriate in those circumstances to encourage our executives to focus on the potential benefits of a change in control transaction for our stockholders without harboring concerns for their financial security.
VESTING SCHEDULE FOR PERFORMANCE-BASED RESTRICTED STOCK
| (1) Mr. Miritello’s 2024 performance-based restricted stock award has a five-year vesting term and is therefore scheduled to vest on July 30, 2029. |
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK Of the annual equity awards granted to our NEOs in 2024, 100% are performance-based, and vesting is contingent upon the Company’s performance as measured by an adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) metric. This single metric was utilized in 2024 to prioritize management’s enhanced attention to earnings and cash flow. Specifically, utilizing this metric ensures that annual performance-based awards to these NEOs will only vest based upon the achievement of specified earnings growth targets over a three-year performance period, which for the 2024 grants, was December 31, 2023 to December 26, 2026. For this purpose, the adjusted EBITDA metric means the total adjusted EBITDA achieved by the Company during the three-year performance period, as compared with a cumulative adjusted EBITDA target of $1.44 billion. The degree to which the annual equity awards granted to our NEOs vest is contingent upon the Company’s actual performance as compared with the adjusted EBITDA target. The table below illustrates the applicable achievement levels and corresponding vesting percentages based upon the adjusted EBITDA metric. If the achievement percentage is less than 80%, the vesting percentage is 0%. Moreover, if the achievement percentage is between the specified levels, the vesting percentage is determined by linear interpolation. ADJUSTED EBITDA METRIC
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK
| Achievement Percentage | Vesting Percentage | | 80% | 80% | | 100% | 100% | | 110% | 200% |
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK
To be clear, the adjusted EBITDA target established for our annual equity grants is just one of a number of different, yet complementary performance metrics utilized by the Company in its efforts to design an overall compensation program that is appropriately balanced and furthers its underlying aims. For example, the Company’s performance-based compensation program also incorporates the ambitious short and long-term operating targets that underlie the Company’s annual cash incentive compensation program and reflect the Company’s long-term aspirations for strategic growth. The Company has traditionally maintained, and will continue to maintain lofty expectations and goals with respect to stockholder value creation. Nevertheless, given the primary retention aim of the long-term equity incentive compensation program, the Committee has concluded that the performance-based criterion for the equity awards granted to our NEOs are appropriate in the context of our well-balanced overall executive compensation program.
TIMING OF LONG-TERM EQUITY AWARD GRANTS
TIMING OF LONG-TERM EQUITY AWARD GRANTS Long-term equity incentive awards to our Chief Executive Officer and other NEOs are traditionally granted annually, and are based on the determinations of the Committee. Our Chief Executive Officer makes recommendations to the Committee regarding awards for other NEOs and members of the management team. The NEOs received their annual grants on August 5, 2024. In granting long-term equity awards to our NEOs, the Committee applied no set formula for allocating awards, and instead made reasoned, subjective determinations based upon their performance, the importance of retaining their services, and their role in helping us achieve our long-term goals. In 2024, we awarded annual grants to our NEOs reserving an aggregate of 299,000 shares (assuming the maximum performance threshold is met).
TIMING OF LONG-TERM EQUITY AWARD GRANTS
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 31 |
TIMING OF LONG-TERM EQUITY AWARD GRANTS
While we do not have a formal policy with respect to the timing of awards of stock options, stock appreciation rights, or similar option-like instruments, we do not typically grant, and since 2022 have not granted, such awards (other than a limited number of stock appreciation grants that we make from time to time to certain non-executive employees who are located outside of the United States, due to local law considerations). In the event we determine to grant new awards of stock options or similar awards in the future, the Committee will evaluate the appropriate steps to take in relation to the foregoing. We have not timed the release of material non-public information for purposes of affecting the value of executive compensation.
COMPENSATION PROGRAM RISK CONSIDERATIONS
| Pay Mix | • Compensation program includes an appropriately balanced mix of short and long-term incentives, which mitigates the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success. • Base salaries are set at competitive levels to promote stability and give executives an element of compensation that is not at risk. | | Performance Metrics and Goals | • Distinct performance metrics are used in both our short-term and long-term incentive plans. • Our annual incentive compensation program includes a payout scale (and cap) reflective of a pay for performance philosophy. | | Long-term Incentives | • Our long-term equity incentive program is designed to retain key executives and business leaders and to align their interests with those of our stockholders. |
— SUMMARY COMPENSATION TABLE FOR 2024
— SUMMARY COMPENSATION TABLE FOR 2024 The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2024, 2023, and 2022 fiscal years, as applicable.
— SUMMARY COMPENSATION TABLE FOR 2024
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Gregory L. Christopher Chief Executive Officer & Chairman | 2024 | 1,473,846(2) | — | 12,903,000 | 7,369,231 | 1,040,824(4) | 22,786,901 | | | 2023 | 1,450,000 | — | 10,161,450 | 7,250,000 | 602,933 | 19,464,383 | | | 2022 | 1,450,000 | — | 25,825,500 | 7,250,000 | 468,579 | 34,994,079 | | Jeffrey A. Martin EVP, Chief Financial Officer & Treasurer | 2024 | 469,298(2) | 300,000(3) | 3,612,840 | 1,689,473 | 230,111(5) | 6,301,722 | | | 2023 | 434,808 | — | 2,709,720 | 1,565,307 | 130,052 | 4,839,887 | | | 2022 | 425,000 | — | 3,244,560 | 1,530,000 | 149,207 | 5,348,767 | | Steffen Sigloch Chief Manufacturing Officer | 2024 | 375,950(2) | — | 1,612,875 | 1,353,420 | 211,864(6) | 3,554,109 | | | 2023 | 367,527 | — | 2,107,560 | 1,323,097 | 143,328 | 3,941,512 | | | 2022 | 365,000 | — | 2,974,180 | 1,314,000 | 181,918 | 4,835,098 | | Christopher J. Miritello EVP, General Counsel & Secretary | 2024 | 369,267(2) | 200,000(3) | 1,161,270 | 1,329,361 | 78,040(7) | 3,137,938 | | | 2023 | 359,266 | — | 903,240 | 1,293,358 | 42,360 | 2,598,224 | | | 2022 | 356,796 | — | 1,013,925 | 1,266,061 | 37,434 | 2,674,216 |
— SUMMARY COMPENSATION TABLE FOR 2024
| (1) This column represents the aggregate grant date fair value of awards granted to our NEOs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 and assuming, for purposes of any awards subject to performance-based vesting criteria, the probable outcome of the performance conditions. For information on the valuation assumptions with respect to these awards, refer to Note 18 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 28, 2024. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value the named executive officers will recognize. | | (2) Effective November 1, 2024, Mr. Christopher’s base salary was increased by 13.8%, and effective October 7, 2024, Messrs. Martin and Miritello’s base salaries were increased by 2% and 2.5% respectively. The increases were awarded on account of these NEOs’ continued contributions to the Company’s performance, their expanded responsibilities and additional workload in connection with Company initiatives and tenure. Mr. Christopher’s most recent prior base salary increase was in 2021. Mr. Sigloch’s base salary remained unchanged in 2024. | | (3) The Committee awarded discretionary bonuses of $300,000 and $200,000 respectively to Messrs. Martin and Miritello in recognition of their outstanding leadership, particularly with respect to the successful execution of certain M&A initiatives in 2024. | | (4) Mr. Christopher’s other compensation includes $873,700 in dividends on restricted stock that vested in 2024. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $35,462 reimbursement of the income tax liabilities associated with certain perquisites; $43,634 in club memberships; $5,153 in personal tax and estate planning; and a $13,800 matching contribution to the Company’s 401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $50,760 incurred by the Company in connection with Mr. Christopher’s personal use of the Company aircraft, calculated based on the cost of fuel, crew travel, trip-related maintenance and other similar variable costs. Fixed costs, which do not change based on usage, are excluded as the Company’s aircraft is used predominantly for business purposes. | | (5) Mr. Martin’s other compensation includes $206,396 in dividends on restricted stock that vested in 2024. Other compensation also includes $8,370 in club memberships; $1,545 in personal tax and estate planning; and a $13,800 matching contribution to the Company’s 401(k) plan. | | (6) Mr. Sigloch’s other compensation includes $198,064 in dividends on restricted stock that vested in 2024. Other compensation also includes a $13,800 matching contribution to the Company’s 401(k) plan. | | (7) Mr. Miritello’s other compensation includes $64,240 in dividends on restricted stock that vested in 2024. Other compensation also includes a $13,800 matching contribution to the Company’s 401(k) plan. |
— SUMMARY COMPENSATION TABLE FOR 2024
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 34 |
— 2024 GRANTS OF PLAN-BASED AWARDS TABLE
— 2024 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December 28, 2024. All equity awards were granted to our NEOs on August 5, 2024.
— 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Gregory L. Christopher | — | 1,473,846 | 1,842,308 | 7,369,231 | — | — | — | — | — | | | 8/5/2024 | — | — | — | 80,000 | 100,000 | 200,000 | — | 12,903,000 | | Jeffrey A. Martin | — | 337,895 | 422,368 | 1,689,473 | — | — | — | — | — | | | 8/5/2024 | — | — | — | 22,400 | 28,000 | 56,000 | — | 3,612,840 | | Steffen Sigloch | — | 270,684 | 338,355 | 1,353,420 | — | — | — | — | — | | | 8/5/2024 | — | — | — | 10,000 | 12,500 | 25,000 | — | 1,612,875 | | Christopher J. Miritello | — | 265,872 | 332,340 | 1,329,361 | — | — | — | — | — | | | 8/5/2024 | — | — | — | 7,200 | 9,000 | 18,000 | — | 1,161,270 |
— 2024 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Represents the right to annual cash incentive awards that could have been earned based on performance in 2024. These columns show rights to awards that were possible at the threshold, target and maximum levels of performance for each NEO in 2024, determined by multiplying each NEO’s actual base salary paid during 2024, by the NEO’s incentive grade level factor, and then by a performance factor of 80% for the threshold level (for 96% achievement of the applicable performance criteria), 100% for the target level (for 100% achievement of the applicable performance criteria), and capped at 400%. | | (2) The vesting of shares of performance-based restricted stock granted to our NEOs on August 5, 2024 is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA performance metric over a three-year reference period (December 31, 2023 to December 26, 2026). This column represents the aggregate grant date fair value of the awards granted to our NEOs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 and assuming the threshold, target and maximum performance condition are achieved as of such date. If 80% of the adjusted EBITDA target is met, the threshold number of shares are eligible for vesting on the Vesting Date (July 30, 2027 for Messrs. Christopher, Martin and Sigloch, and July 30, 2029 for Mr. Miritello). If 110% of the adjusted EBITDA target is met, the maximum number of shares are eligible for vesting on the Vesting Date. For more information on the performance-based criteria, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.” |
Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table
Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table
— OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
— OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 28, 2024. All outstanding equity awards granted prior to October 20, 2023 have been adjusted to reflect the two-for-one stock split that occurred on that date.
— OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| | | Option Awards(1) | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Gregory Christopher | 08/07/2020(3) | — | — | — | — | 36,000 | 2,878,560 | — | — | | | 08/08/2022 | — | — | — | — | 300,000 | 23,988,000 | — | — | | | 11/09/2022(4) | — | — | — | — | 500,000 | 39,980,000 | — | — | | | 10/26/2023 | — | — | — | — | — | — | 270,000 | 21,589,200 | | | 08/05/2024 | — | — | — | — | — | — | 200,000 | 15,992,000 | | Jeffrey Martin | 08/07/2020(5) | — | — | — | — | 12,000 | 959,520 | — | — | | | 08/08/2022 | — | — | — | — | 96,000 | 7,676,160 | — | — | | | 10/26/2023 | — | — | — | — | — | — | 72,000 | 5,757,120 | | | 08/05/2024 | — | — | — | — | — | — | 56,000 | 4,477,760 | | Steffen Sigloch | 08/07/2020(6) | — | — | — | — | 24,000 | 1,919,040 | — | — | | | 08/08/2022 | — | — | — | — | 88,000 | 7,036,480 | — | — | | | 10/26/2023 | — | — | — | — | — | — | 56,000 | 4,477,760 | | | 08/05/2024 | — | — | — | — | — | — | 25,000 | 1,999,000 | | Christopher J. Miritello | 09/14/2015 | 5,330 | — | $12.29 | 09/14/2025 | — | — | — | — | | | 08/07/2020(6) | — | — | — | — | 8,000 | 639,680 | — | — | | | 08/08/2022 | — | — | — | — | 30,000 | 2,398,800 | — | — | | | 10/26/2023 | — | — | — | — | — | — | 24,000 | 1,919,040 | | | 08/05/2024 | — | — | — | — | — | — | 18,000 | 1,439,280 |
— OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (1) The options granted to Mr. Miritello in 2015 are fully vested. All outstanding vested options are exercisable until they expire on the tenth anniversary of the grant date, subject to earlier cancellation. All outstanding options were adjusted (i) in March 2017 due to payment of a special dividend, and (ii) subsequently adjusted in October 2023 in connection with a two-for-one stock split approved by our Board of Directors. The amount of outstanding options and the exercise prices shown in the above table are post-adjustments. | | (2) The vesting of shares of performance-based restricted stock granted to our NEOs in 2022-2024 is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. For the 2022 grants, the vesting date, subject to the achievement of the performance condition, is July 30, 2025, and the reference period was from December 26, 2021 to December 28, 2024. For the 2023 grants, the vesting date, subject to the achievement of the performance condition, is July 30, 2026 (for Messrs. Christopher, Martin and Sigloch) or July 30, 2028 (for Mr. Miritello), and the reference period is from January 1, 2023 to December 27, 2025. For the 2024 grants, the vesting date subject to the achievement of the performance condition, is July 30, 2027 (for Messrs. Christopher, Martin and Sigloch) or July 30, 2029 (for Mr. Miritello), and the reference period is from December 31, 2023 to December 26, 2026. For more information on the performance-based criteria for the 2024 grants, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.” To the extent the Company’s actual performance during the applicable reference period exceeds the performance condition, our NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for achievement of 110% of the adjusted EBITDA target). With respect to the 2022 grants, the values reflected in this table are based on actual performance during the reference period (which resulted in achievement of the maximum award amount). Otherwise, the values reflected in this table reflect the Company’s current estimate that the maximum awards will be achieved. The performance-based restricted stock grants described above are subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. If the acceleration event occurs prior to the end of an applicable reference period, the maximum award amount will vest. | | (3) Shares of time-based restricted stock granted to Mr. Christopher in 2020 vested or will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30 of the year of grant), and 40% on the fifth anniversary of the vesting commencement date, in each case, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. |
— OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 37 |
— OUTSTANDING EQUITY AWARDS AT FISCAL 2024 YEAR-END
| (4) The vesting of this one-time restricted stock grant to Mr. Christopher is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. The vesting date, subject to the achievement of the performance condition, is December 31, 2027, and the reference period is from December 26, 2021 to December 28, 2024. To the extent the Company’s actual performance during the applicable reference period exceeded the performance condition, Mr. Christopher is eligible to receive a maximum award of up to 200% of the shares granted. The values reflected in this table are based on actual performance during the reference period (which resulted in achievement of the maximum award amount). The performance-based restricted stock grants described above are subject to earlier vesting in connection with a change in control, or a termination of employment due to death or disability. | | (5) Shares of time-based restricted stock vested or will vest 30% on each of July 30, 2023, and July 30, 2024, and 40% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. | | (6) Shares of time-based restricted stock will vest 100% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. |
— 2024 STOCK VESTED AND OPTIONS EXERCISED
— 2024 STOCK VESTED AND OPTIONS EXERCISED The following table sets forth the value realized by each of our named executive officers as a result of the vesting of restricted stock and exercise of stock options during the fiscal year ended December 28, 2024.
— 2024 STOCK VESTED AND OPTIONS EXERCISED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Gregory L. Christopher | — | — | 515,000 | 33,472,520 | | Jeffrey A. Martin | — | — | 122,600 | 8,329,496 | | Steffen Sigloch | — | — | 118,400 | 7,887,784 | | Christopher J. Miritello | 10,000 | 779,500 | 38,000 | 2,557,930 |
— 2024 STOCK VESTED AND OPTIONS EXERCISED
| (1) The amounts shown in the Value Realized on Exercise Column equals the number of options exercised multiplied by the market value of the Company’s stock on the exercise date less the option exercise price. | | (2) The amounts shown in the Value Realized on Vesting Column equal the number of shares vested multiplied by the market value of the Company’s stock on the vesting date. |
— 2024 STOCK VESTED AND OPTIONS EXERCISED
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 38 |
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2024
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2024 Pursuant to the employment agreement with our CEO, and the equity award and change in control agreements with our other named executive officers, upon a change in control or certain terminations of employment, our named executive officers are entitled to payments of compensation and benefits and/or accelerated vesting of equity awards, in each case as described below. The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) a change in control, (ii) an involuntary termination without cause or a resignation for good reason (specifically, for Messrs. Martin, Sigloch and Miritello, the occurrence of such a termination upon or within two years following a change in control), and (iii) a termination by reason of death or disability. The named executive officers are not entitled to any payments in connection with a termination for cause. The amounts shown assume the applicable triggering event occurred on December 28, 2024, and are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event.
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2024
| Name | Triggering Event | Salary & Bonus ($) | Benefits ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | | Gregory L. Christopher | Termination Without Cause or for Good Reason | 18,506,731(1) | 237,790(3) | — | 18,744,521 | | | Termination Due to Death or Disability | 7,369,231(2) | 237,790(3) | 106,103,120(4) | 113,710,141 | | | Change in Control | — | — | 106,103,120(4) | 106,103,120 | | | Termination Without Good Reason | — | 237,790(3) | — | 237,790 | | Jeffrey A. Martin | Termination Without Cause or for Good Reason following a Change in Control | 4,343,553(5) | 39,299(5) | 19,146,880(4) | 23,529,732 | | | Termination Due to Death or Disability | — | — | 19,146,880(4) | 19,146,880 | | | Change in Control | — | — | 19,146,880(4) | 19,146,880 | | Steffen Sigloch | Termination Without Cause or for Good Reason following a Change in Control | 3,412,245(5) | 39,299(5) | 15,694,920(4) | 19,146,464 | | | Termination Due to Death or Disability | — | — | 15,694,920(4) | 15,694,920 | | | Change in Control | — | — | 15,694,920(4) | 15,694,920 | | Christopher J. Miritello | Termination Without Cause or for Good Reason following a Change in Control | 3,479,228(5) | 14,601(5) | 6,494,380(4) | 9,988,210 | | | Termination Due to Death or Disability | — | — | 6,494,380(4) | 6,494,380 | | | Change in Control | — | — | 6,494,380(4) | 6,494,380 |
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2024
| (1) Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 2024 target bonus) for three years post-termination. Also includes the value of a pro-rata bonus for the year of termination, determined based on actual performance, which is payable upon a termination for any reason (other than by the Company for cause). The pro-rata bonus amount listed represents Mr. Christopher’s 2024 bonus paid pursuant to our 2024 annual incentive program. If Mr. Christopher is terminated without cause or resigns for good reason during the 24-month period following a change in control, the amounts will be paid in a lump sum within 60 days following termination. For additional details on the payments and benefits that may become payable to Mr. Christopher on a qualifying termination, and Mr. Christopher’s material ongoing obligations to the Company following such qualifying termination, see the summary of Mr. Christopher’s employment agreement contained in the “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table” above. | | (2) Includes the value of a pro-rata bonus for the year of termination. The pro-rata bonus amount listed represents Mr. Christopher’s 2024 bonus paid pursuant to our 2024 annual incentive program. | | (3) Includes the value of continued participation in the Company’s benefit plans following termination of employment until Mr. Christopher’s spouse’s 70th birthday, which Mr. Christopher is entitled to following a termination for any reason (other than by the Company for cause). | | (4) Includes the value of accelerated vesting of unvested shares of restricted stock as of December 28, 2024, based on a per share value of $79.96, which value equals the market value of the Company’s stock on such date. Unvested shares of restricted stock granted to NEOs will vest automatically in connection with a termination due to death or disability or a change in control (with unvested shares of performance-based restricted stock vesting at maximum levels if the acceleration event occurs prior to the end of the applicable reference period). Mr. Christopher is also entitled to accelerated vesting of certain of his awards upon an involuntary termination without cause or a resignation for good reason. Payments to which named executive officers are entitled upon the accelerated vesting of restricted stock included payments associated with declared dividends and interest. | | (5) Includes the value of: (i) two times the executive’s base salary as in effect on December 28, 2024; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 28, 2024; and (iii) the value of continued participation in the Company’s group health plan for a period of two years. All amounts are payable on an involuntary termination without cause or upon a resignation by the executive for good reason that occurs upon or within two years following a change in control. As of December 28, 2024, Messrs. Martin, Sigloch and Miritello were not entitled to any amounts in connection with such an involuntary termination occurring outside of this two-year, post-change in control window. For additional details on the payments and benefits that may become payable to Messrs. Martin, Sigloch and Miritello on a qualifying termination and the NEOs’ material ongoing obligations to the Company following such qualifying termination, see the summary of the change in control agreements contained in the “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table” above. |
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2024
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 39 |
— PAY VERSUS PERFORMANCE TABLE
— PAY VERSUS PERFORMANCE TABLE
— PAY VERSUS PERFORMANCE TABLE
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | Total Shareholder Return ($) (f) | Dow Jones US Building Materials & Fixtures Index ($) (g) | Net Income ($000’s) (h) | Operating Income ($000’s) (i) | | 2024 | 22,786,901 | 71,942,284 | 4,331,256 | 11,277,634 | 172 | 119 | 604,879 | 770,389 | | 2023 | 19,464,383 | 51,277,489 | 3,793,208 | 8,362,951 | 161 | 137 | 602,897 | 756,053 | | 2022 | 34,994,079 | 39,921,017 | 4,286,027 | 5,542,672 | 104 | 74 | 658,316 | 877,149 | | 2021 | 10,841,767 | 21,073,541 | 2,482,800 | 4,483,255 | 170 | 144 | 468,520 | 655,845 | | 2020 | 7,233,148 | 8,624,330 | 1,729,569 | 2,019,211 | 112 | 126 | 139,493 | 245,838 |
— PAY VERSUS PERFORMANCE TABLE
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Mr. Christopher, for the respective years shown. Column (c). “Compensation actually paid” to our CEO in each year from 2020-2024 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (b) of the above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation and Personnel Development Committee with respect to the CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
— PAY VERSUS PERFORMANCE TABLE
| Year | 2020 | 2021 | 2022 | 2023 | 2024 | | CEO | Mr. Christopher | Mr. Christopher | Mr. Christopher | Mr. Christopher | Mr. Christopher | | SCT Total Compensation ($) | 7,233,148 | 10,841,767 | 34,994,079 | 19,464,383 | 22,786,901 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,220,750) | (3,259,125) | (25,825,500) | (10,161,450) | (12,903,000) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 2,638,875 | 4,425,375 | 23,595,500 | 12,866,850 | 16,079,000 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 1,152,600 | 8,483,199 | 6,564,886 | 25,375,159 | 36,818,739 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (179,543) | 582,325 | 592,052 | 3,732,547 | 9,160,644 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — | — | | Compensation Actually Paid ($) | 8,624,330 | 21,073,541 | 39,921,017 | 51,277,489 | 71,942,284 |
— PAY VERSUS PERFORMANCE TABLE
Equity Valuations: For 2022-2024, performance-based restricted share unit grant date fair values are calculated using the average high/low stock price as of the date of grant assuming maximum performance. For 2021 and 2020, performance-based restricted share unit grant date fair values are calculated using the average high/low stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the average high/low stock price as of date of grant. Adjustments have been made using the average high/low stock price as of year-end and as of each date of vest. Column (d). The following non-CEO NEOs are included in the average figures shown for each year from 2020-2024: Messrs. Martin, Sigloch and Miritello. Column (e). Average “compensation actually paid” for our non-CEO NEOs in each year from 2020-2024 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (d) of the above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation and Personnel Development Committee with respect to our non-CEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
— PAY VERSUS PERFORMANCE TABLE
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 40 |
— PAY VERSUS PERFORMANCE TABLE
| Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average | 2024 Average | | Non-CEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note | See column (d) note | | SCT Total Compensation ($) | 1,729,569 | 2,482,800 | 4,286,027 | 3,793,208 | 4,331,256 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year $) | (503,370) | (753,220) | (2,410,888) | (1,906,840) | (2,128,995) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 598,118 | 1,022,753 | 2,109,505 | 2,414,520 | 2,653,035 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 203,627 | 1,511,873 | 1,481,643 | 3,362,068 | 4,549,633 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (8,733) | 219,049 | 76,385 | 699,995 | 1,872,705 | | Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — | — | | Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — | — | | Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — | — | | Compensation Actually Paid ($) | 2,019,211 | 4,483,255 | 5,542,672 | 8,362,951 | 11,277,634 |
— PAY VERSUS PERFORMANCE TABLE
Equity Valuations: See method as described in Column (c) note. Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on December 28, 2024, December 30, 2023, December 31, 2022, December 25, 2021 and December 26, 2020, respectively. Column (g). For the relevant fiscal year, represents the TSR of the Dow Jones U.S. Building Materials & Fixtures index ending on each of December 28, 2024, December 30, 2023, December 31, 2022, December 25,2021 and December 26, 2020. Column (h). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports for the measurement periods ending on December 28, 2024, December 30, 2023, December 31, 2022, December 25, 2021 and December 26, 2020, respectively. Column (i). The Company-selected measure is operating income.
Pay Ratio
Pay Ratio In 2024, the total compensation of Mr. Christopher, our Chief Executive Officer, was $22,786,901 as reported in the “Summary Compensation Table for 2024.” Based on the methodology described below, we determined that the median employee in terms of total 2024 compensation of all of our employees (other than Mr. Christopher) received an estimated $42,953 in total compensation for 2024. Therefore, the estimated ratio of 2024 total compensation of Mr. Christopher to the median employee was 531:1. In general, we offer employees base salary, company retirement plan contributions, the opportunity to receive incentive awards for performance, and other benefits. In accordance with SEC rules, the median employee compensation provided above reflects company retirement plan contributions, incentive awards for 2024 performance and other benefits, but does not reflect benefits relating to group life or health plans generally available to all salaried employees. To determine median employee compensation, we took the following steps:
Pay Ratio
| • | We identified our employee population as of December 28, 2024, which consisted of approximately 5,168 employees. | | • | For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2024, and incentive awards for 2024. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2024 compensation, considering whether their compensation likely would reflect median employee compensation in future years. | | • | In accordance with SEC rules, we then determined that employee’s 2024 total compensation was $42,953 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table. |
Pay Ratio
| MUELLER INDUSTRIES • 2025 PROXY STATEMENT | 42 |
BOARD OF DIRECTORS
BOARD OF DIRECTORS Gregory L. Christopher, Chairman Terry Hermanson, Lead Independent Director Elizabeth Donovan William C. Drummond Gary S. Gladstein Scott J. Goldman John B. Hansen Charles P. Herzog, Jr. MUELLER INDUSTRIES MUELLER INDUSTRIES, INC. ATTN: CHRIS J. MIRITELLO 150 SCHILLING BLVD., SUITE 100 COLLIERVILLE, TN 38017 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. Eastern Time on 05/07/2025. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. Eastern Time on 05/07/2025. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All All All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) Gregory L. Christopher 02) Elizabeth Donovan 03) William C. Drummond 04) Gary S. Gladstein 05) Scott J. Goldman 06) John B. Hansen 07) Terry Hermanson 08) Charles P. Herzog, Jr. The Board of Directors recommends you vote FOR proposals 2 and 3: For Against Abstain 2. Approve the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm. 3. To approve, on an advisory basis by non-binding vote, executive compensation. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED “FOR” ALL NOMINEES LISTED, “FOR” PROPOSAL 2 AND “FOR” PROPOSAL 3. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 0000662131_1 R1.0.0.2 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined Document is available at www.proxyvote.com MUELLER INDUSTRIES, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 8, 2025, 8:00 AM CDT This Proxy is Solicited on Behalf of the Board of Directors. The undersigned hereby appoints Christopher J. Miritello and Jeffrey A. Martin, and each of them, Proxies, with full power of substitution in each, to represent and to vote, as designated, all shares of Common Stock of Mueller Industries, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on May 8, 2025, 8:00 AM CDT at 150 Schilling Blvd., Collierville, TN 38017, and at all adjournments thereof, upon and in respect of the matters set forth on the reverse side hereof, and in their discretion, upon any other matter that may properly come before said meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors’ recommendations. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Continued and to be signed on reverse side 0000662131_2 R1.0.0.2