DEF 14A of Mueller Industries Inc
Filed Mar 26, 2026 · FY20250001308179-26-000149
— 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 | 64 | 2010 | Chief Executive Officer, Mueller Industries, Inc. | N | None | None | | Elizabeth Donovan | 73 | 2019 | Retired, Chicago Board Options Exchange | Y | N*, C | None | | William C. Drummond | 72 | 2022 | Principal, The Marston Group PLC | Y | A | None | | Gary S. Gladstein | 81 | 2000 | Private Investor, Consultant | Y | C* | None | | Scott J. Goldman | 73 | 2008 | Chief Executive Officer, TextPower, Inc. | Y | A* | None | | John B. Hansen | 79 | 2014 | Retired Executive Vice President, Mueller Industries, Inc. | Y | C | None | | Terry Hermanson Lead Independent Director since January 1, 2019 | 83 | 2003 | Chairman, Mr. Christmas Inc. | Y | N | None | | Charles P. Herzog, Jr. | 68 | 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 6, 2027), 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 Board and employees to be a tremendous asset. The Company is committed to maintaining a highly qualified and diverse Board of Directors, 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 Nominating and Governance Committee will consider all candidates irrespective of whether their backgrounds include 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.
— SELECTING NOMINEES TO THE BOARD
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 12 |
— SELECTING NOMINEES TO THE BOARD
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 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 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 2026 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 64 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 73 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 72 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 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 81 Director Since 2000 | Mr. Gladstein served as Chairman of the Board of Directors 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 as Chairman of the Compensation and Personnel Development Committee. |
— DIRECTOR NOMINEE BIOGRAPHIES
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 13 |
— DIRECTOR NOMINEE BIOGRAPHIES
| SCOTT J. GOLDMAN | | | Age 73 Director Since 2008 | For 13 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 Audit Committee. | | JOHN B. HANSEN | | | Age 79 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 on the Compensation and Personnel Development Committee. | | TERRY HERMANSON Lead Independent Director | | | Age 83 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 68 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 • 2026 PROXY STATEMENT | 14 |
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
— ELEMENTS OF DIRECTOR COMPENSATION
— ELEMENTS OF DIRECTOR COMPENSATION Our non-employee director compensation for 2025 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 2,130 shares of stock on May 8, 2025 (which had an aggregate value of approximately $160,000 as of the grant date). |
— ELEMENTS OF DIRECTOR COMPENSATION
| * In his capacity as Chairman of the Board of Directors, Mr. Christopher received neither a retainer nor any meeting fees. |
— ELEMENTS OF DIRECTOR COMPENSATION
In addition, each director received reimbursement for such director’s expenses incurred in connection with any such Board or Committee meeting, and each Committee fee was paid whether or not such committee meeting was held in conjunction with a Board of Directors meeting.
— ELEMENTS OF DIRECTOR COMPENSATION
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 20 |
— 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
— 2025 NON-EMPLOYEE DIRECTOR COMPENSATION The table below summarizes the total compensation we paid to our non-employee directors in connection with services provided during the fiscal year ended December 27, 2025.
— 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Elizabeth Donovan | 119,000 | 160,027 | 279,027 | | William C. Drummond | 118,000 | 160,027 | 278,027 | | Gary S. Gladstein | 106,000 | 160,027 | 266,027 | | Scott J. Goldman | 116,000 | 160,027 | 276,027 | | John B. Hansen | 143,000 | 160,027 | 303,027 | | Terry Hermanson | 113,000 | 160,027 | 273,027 | | Charles P. Herzog, Jr. | 121,000 | 160,027 | 281,027 |
— 2025 NON-EMPLOYEE DIRECTOR COMPENSATION
| (1) In addition to annual and meeting fees, non-employee directors each received a $20,000 award for their contributions to the Company’s record earnings performance in 2025. | | (2) Represents the aggregate grant date fair value of awards granted to our directors in 2025, 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 27, 2025. 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 units 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 2025 based upon the actual performance of the Company relative to the performance targets (as described below), which were established by the Committee on January 30, 2025. The table below shows the target annual incentive award for each of our NEOs. For 2025, 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 | | 99% | 80% | | 100% | 100% | | 101% | 135% | | 104% | 170% | | 106% | 270% | | 107% | 300% | | 109% | 350% | | 111% | 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 January 30, 2025, 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. | | (3) The remaining 40% of Mr. Sigloch’s bonus was determined based on a combination of the operating income and manufacturing performance of four key business lines. The target operating income performance goal for the blended business line portion of Mr. Sigloch’s bonus was $471.7 million, while targets for the manufacturing performance component were based on various indicators of manufacturing efficiency, including consumables, labor and conversion costs in those businesses. Based on actual performance compared to the target operating income goal, as well as actual manufacturing efficiencies achieved, the performance factor for the blended business line portion of Mr. Sigloch’s bonus was determined to be 156%. |
2025 NEO ANNUAL INCENTIVE CALCULATIONS
2025 NEO ANNUAL INCENTIVE CALCULATIONS As a result of 2025 performance, the annual incentive payments for the NEOs were calculated as follows:
2025 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 2025, 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 and Martin, and five years for Mr. Miritello. Mr. Sigloch did not receive any equity-based compensation in 2025. 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 2025, all of which are performance-based, will cliff vest after a period of three years (for Messrs. Christopher and Martin) 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 “2025 Grants of Plan Based Awards” and “Potential Payments Upon Termination of Employment or Change in Control as of the End of 2025” 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, 2030. |
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK Of the annual equity awards granted to our NEOs in 2025, 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 2025 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 2025 grants, was December 29, 2024 to December 25, 2027. 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 $1.75 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.
TIMING OF LONG-TERM EQUITY AWARD GRANTS
TIMING OF LONG-TERM EQUITY AWARD GRANTS Long-term equity incentive awards to our CEO and other NEOs are traditionally granted annually, and are based on the determinations of the Committee. Our CEO makes recommendations to the Committee regarding awards for other NEOs and members of the management team. The NEOs received their annual grants on August 4, 2025, except for Mr. Sigloch who did not receive a long-term equity incentive award in 2025. 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 2025, we awarded annual grants to our NEOs reserving an aggregate of 241,000 shares (assuming the maximum performance threshold is met).
TIMING OF LONG-TERM EQUITY AWARD GRANTS
| MUELLER INDUSTRIES • 2026 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 2025
— SUMMARY COMPENSATION TABLE FOR 2025 The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2025, 2024, and 2023 fiscal years, as applicable.
— SUMMARY COMPENSATION TABLE FOR 2025
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Gregory L. Christopher Chief Executive Officer & Chairman | 2025 | 1,650,000(3) | 1,500,000(4) | 15,227,100 | 8,250,000 | 935,673(5) | 27,562,773 | | | 2024 | 1,473,846 | — | 12,903,000 | 7,369,231 | 1,040,824 | 22,786,901 | | | 2023 | 1,450,000 | — | 10,161,450 | 7,250,000 | 602,933 | 19,464,383 | | Jeffrey A. Martin EVP, Chief Financial Officer & Treasurer | 2025 | 479,142(3) | — | 4,060,560 | 1,724,913 | 284,218(6) | 6,548,833 | | | 2024 | 469,298 | 300,000 | 3,612,840 | 1,689,473 | 230,111 | 6,301,722 | | | 2023 | 434,808 | — | 2,709,720 | 1,565,307 | 130,052 | 4,839,887 | | Steffen Sigloch Former Chief Manufacturing Officer(1) | 2025 | 283,292 | — | — | 770,624 | 269,440(7) | 1,323,356 | | | 2024 | 375,950 | — | 1,612,875 | 1,353,420 | 211,864 | 3,554,109 | | | 2023 | 367,527 | — | 2,107,560 | 1,323,097 | 143,328 | 3,941,512 | | Christopher J. Miritello EVP, General Counsel & Secretary | 2025 | 378,861(3) | — | 1,099,735 | 1,363,898 | 100,580(8) | 2,943,074 | | | 2024 | 369,267 | 200,000 | 1,161,270 | 1,329,361 | 78,040 | 3,137,938 | | | 2023 | 359,266 | — | 903,240 | 1,293,358 | 42,360 | 2,598,224 |
— SUMMARY COMPENSATION TABLE FOR 2025
| (1) Effective August 1, 2025, Mr. Sigloch transitioned from his former executive position as Chief Manufacturing Officer to the non-executive role of Strategic Advisor for Industry Relations. In connection with his change in roles, Mr. Sigloch’s base salary was reduced by 66.7%. The amounts set forth in the Summary Compensation Table represent the total compensation received by Mr. Sigloch during the entire 2025 fiscal year. | | (2) 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 27, 2025. 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. | | (3) Effective October 6, 2025, Messrs. Martin and Miritello’s base salaries were increased by 2.5% and 3% respectively. The increases were awarded on account of their continued contributions to the Company’s performance, their expanded responsibilities and additional workload in connection with Company initiatives and tenure. Mr. Christopher’s base salary remained unchanged in 2025. | | (4) Mr. Christopher was awarded a $1,500,000 discretionary bonus in recognition of his leadership in steering the Company toward record earnings in 2025. | | (5) Mr. Christopher’s other compensation includes $744,360 in dividends on restricted stock that vested in 2025. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $42,042 reimbursement of the income tax liabilities associated with certain perquisites; $58,745 in club memberships; $10,367 in personal tax and estate planning; $6,320 in travel expenses for Company-sponsored events; $18,811 for an executive health physical; and a $14,000 matching contribution to the Company’s 401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $22,713 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. | | (6) Mr. Martin’s other compensation includes $239,520 in dividends on restricted stock that vested in 2025. Other compensation also includes $6,970 in club memberships; $3,540 in personal tax and estate planning; $12,244 in travel expenses for Company-sponsored events; a $7,944 reimbursement of the income tax liabilities associated with certain perquisites; and a $14,000 matching contribution to the Company’s 401(k) plan. | | (7) Mr. Sigloch’s other compensation includes $255,440 in dividends on restricted stock that vested in 2025. Other compensation also includes a $14,000 matching contribution to the Company’s 401(k) plan. | | (8) Mr. Miritello’s other compensation includes $86,580 in dividends on restricted stock that vested in 2025. Other compensation also includes a $14,000 matching contribution to the Company’s 401(k) plan. |
— SUMMARY COMPENSATION TABLE FOR 2025
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 34 |
— 2025 GRANTS OF PLAN-BASED AWARDS TABLE
— 2025 GRANTS OF PLAN-BASED AWARDS TABLE The following table sets forth summary information regarding all grants of plan-based awards made to our NEOs for the fiscal year ended December 27, 2025. All equity awards were granted to our NEOs on August 4, 2025.
— 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | or Units (#) | Stock Awards ($) | | Gregory L. Christopher | — | 1,650,000 | 2,062,500 | 8,250,000 | — | — | — | — | — | | | 8/4/2025 | — | — | — | 72,000 | 90,000 | 180,000 | — | 15,227,100 | | Jeffrey A. Martin | — | 344,982 | 431,228 | 1,724,913 | — | — | — | — | — | | | 8/4/2025 | — | — | — | 19,200 | 24,000 | 48,000 | — | 4,060,560 | | Steffen Sigloch | — | 203,970 | 254,962 | 1,019,851 | — | — | — | — | — | | | — | — | — | — | — | — | — | — | — | | Christopher J. Miritello | — | 272,780 | 340,975 | 1,363,898 | — | — | — | — | — | | | 8/4/2025 | — | — | — | 5,200 | 6,500 | 13,000 | — | 1,099,735 |
— 2025 GRANTS OF PLAN-BASED AWARDS TABLE
| (1) Represents the right to annual cash incentive awards that could have been earned based on performance in 2025. These columns show rights to awards that were possible at the threshold, target and maximum levels of performance for each NEO in 2025, determined by multiplying each NEO’s actual base salary paid during 2025, by the NEO’s incentive grade level factor, and then by a performance factor of 80% for the threshold level (for 99% 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 4, 2025 is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA performance metric over a three-year reference period (December 29, 2024 to December 25, 2027). This column represents the aggregate number of shares underlying the restricted stock awards granted to our NEOs, which was 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, 2028 for Messrs. Christopher and Martin, and July 30, 2030 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 2025 YEAR-END
— OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 27, 2025. 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 2025 YEAR-END
| | | Option Awards | | | | Stock Awards(1) | | | | | 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 ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) | | Gregory Christopher | 11/09/2022(2) | — | — | — | — | 500,000 | 59,065,000 | — | — | | | 10/26/2023 | — | — | — | — | 270,000 | 31,895,100 | — | — | | | 08/05/2024 | — | — | — | — | — | — | 200,000 | 23,626,000 | | | 08/04/2025 | — | — | — | — | — | — | 180,000 | 21,263,400 | | Jeffrey Martin | 10/26/2023 | — | — | — | — | 72,000 | 8,505,360 | — | — | | | 08/05/2024 | — | — | — | — | — | — | 56,000 | 6,615,280 | | | 08/04/2025 | — | — | — | — | — | — | 48,000 | 5,670,240 | | Steffen Sigloch | 10/26/2023 | — | — | — | — | 56,000 | 6,615,280 | — | — | | | 08/05/2024 | — | — | — | — | — | — | 25,000 | 2,953,250 | | Christopher Miritello | 10/26/2023 | — | — | — | — | 24,000 | 2,835,120 | — | — | | | 08/05/2024 | — | — | — | — | — | — | 18,000 | 2,126,340 | | | 08/04/2025 | — | — | — | — | — | — | 13,000 | 1,535,690 |
— OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| (1) The vesting of shares of performance-based restricted stock granted to our NEOs in 2023-2025 is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. 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 the 2025 grants, the vesting date subject to the achievement of the performance condition, is July 30, 2028 (for Messrs. Christopher and Martin) or July 30, 2030 (for Mr. Miritello), and the reference period is from December 29, 2024 to December 25, 2027. For more information on the performance-based criteria for the 2025 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). 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. | | (2) 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. The values reflected in this table are based on actual performance during the reference period (which resulted in achievement of the maximum award amount, which is 200% of the shares granted). 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. |
— OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 37 |
— 2025 STOCK VESTED AND OPTIONS EXERCISED
— 2025 STOCK VESTED AND OPTIONS EXERCISED The following table sets forth the value realized by each of our NEOs as a result of the vesting of restricted stock and exercise of stock options during the fiscal year ended December 27, 2025.
— 2025 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 | — | — | 336,000 | 29,473,920 | | Jeffrey A. Martin | — | — | 108,000 | 9,473,760 | | Steffen Sigloch | — | — | 112,000 | 9,824,640 | | Christopher J. Miritello | 5,330 | 424,002 | 38,000 | 3,333,360 |
— 2025 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. |
— 2025 STOCK VESTED AND OPTIONS EXERCISED
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 38 |
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2025
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2025 Pursuant to the employment agreement with our CEO, and the equity award and change in control agreements with our other NEOs upon a change in control or certain terminations of employment, our NEOs 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 NEOs are not entitled to any payments in connection with a termination for cause. The amounts shown assume the applicable triggering event occurred on December 27, 2025, and are estimates of the amounts that would be paid to the NEOs upon the occurrence of such triggering event.
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2025
| Name | Triggering Event | Salary & Bonus ($) | Benefits ($) | Accelerated Vesting of Equity Awards ($) | Total ($) | | Gregory L. Christopher | Termination Without Cause or for Good Reason | 19,387,500(1) | 231,114(3) | — | 19,618,614 | | | Termination Due to Death or Disability | 8,250,000(2) | 231,114(3) | 138,008,500(4) | 146,489,614 | | | Change in Control | — | — | 138,008,500(4) | 138,008,500 | | | Termination Without Good Reason | — | 231,114(3) | — | 231,114 | | Jeffrey A. Martin | Termination Without Cause or for Good Reason | 4,497,338(5) | 41,558(5) | — | 4,538,896 | | | Termination Without Cause or for Good Reason following a Change in Control | 6,746,007(5) | 41,558(5) | 21,033,680(4) | 27,821,245 | | | Termination Due to Death or Disability | — | — | 21,033,680(4) | 21,033,680 | | | Change in Control | — | — | 21,033,680(4) | 21,033,680 | | Steffen Sigloch | Termination Without Cause or for Good Reason | 2,548,094(5) | 48,585(5) | — | 2,596,679 | | | Termination Without Cause or for Good Reason following a Change in Control | 3,822,141(5) | 48,585(5) | 9,712,730(4) | 13,583,456 | | | Termination Due to Death or Disability | — | — | 9,712,730(4) | 9,712,730 | | | Change in Control | — | — | 9,712,730(4) | 9,712,730 | | Christopher J. Miritello | Termination Without Cause or for Good Reason | 3,567,055(5) | 15,403(5) | — | 3,582,458 | | | Termination Without Cause or for Good Reason following a Change in Control | 5,350,582(5) | 15,403(5) | 6,575,650(4) | 11,941,635 | | | Termination Due to Death or Disability | — | — | 6,575,650(4) | 6,575,650 | | | Change in Control | — | — | 6,575,650(4) | 6,575,650 |
— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2025
| (1) Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 2025 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 2025 bonus paid pursuant to our 2025 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 2025 bonus paid pursuant to our 2025 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 27, 2025, based on a per share value of $118.13, 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 NEOs 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 27, 2025 (or three times if termination occurs upon or within three years of a change in control); (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 27, 2025 (or three times if termination occurs upon or within three years of a change in control); 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. 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 2025
| MUELLER INDUSTRIES • 2026 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 ($000’s) (i) | | 2025 | 27,562,773 | 74,143,373 | 3,605,088 | 8,254,338 | 146 | 105 | 765,191 | 958,542 | | 2024 | 22,786,901 | 71,942,284 | 4,331,256 | 11,277,634 | 172 | 119 | 604,879 | 770,389 | | 2023 | 19,464,383 | 51,277,489 | 3,793,208 | 8,362,951 | 161 | 137 | 602,897 | 756,053 | | 2022 | 34,994,079 | 39,921,017 | 4,286,027 | 5,542,672 | 104 | 74 | 658,316 | 877,149 | | 2021 | 10,841,767 | 21,073,541 | 2,482,800 | 4,483,255 | 170 | 144 | 468,520 | 655,845 |
— PAY VERSUS PERFORMANCE TABLE
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Mr. Christopher, for the respective years shown. Column (c). “Compensation actually paid” to our CEO in each year from 2021-2025 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (b) of the above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation and Personnel Development Committee with respect to the CEO’s compensation for each fiscal year, please see the Compensation Discussion and Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
— PAY VERSUS PERFORMANCE TABLE
| Year | 2021 | 2022 | 2023 | 2024 | 2025 | | CEO | Mr. Christopher | Mr. Christopher | Mr. Christopher | Mr. Christopher | Mr. Christopher | | SCT Total Compensation ($) | 10,841,767 | 34,994,079 | 19,464,383 | 22,786,901 | 27,562,773 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (3,259,125) | (25,825,500) | (10,161,450) | (12,903,000) | (15,227,100) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 4,425,375 | 23,595,500 | 12,866,850 | 16,079,000 | 21,311,100 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 8,483,199 | 6,564,886 | 25,375,159 | 36,818,739 | 37,733,000 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 582,325 | 592,052 | 3,732,547 | 9,160,644 | 2,763,600 | | 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 ($) | — | — | — | — | — | | Compensation Actually Paid ($) | 21,073,541 | 39,921,017 | 51,277,489 | 71,942,284 | 74,143,373 |
— PAY VERSUS PERFORMANCE TABLE
Equity Valuations: For 2022-2025, 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, 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 2021-2025: Messrs. Martin, Sigloch and Miritello. Column (e). Average “compensation actually paid” for our non-CEO NEOs in each year from 2021-2025 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 • 2026 PROXY STATEMENT | 40 |
— PAY VERSUS PERFORMANCE TABLE
| Year | 2021 Average | 2022 Average | 2023 Average | 2024 Average | 2025 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 ($) | 2,482,800 | 4,286,027 | 3,793,208 | 4,331,256 | 3,605,088 | | Less: Stock and Option Award Values Reported in SCT for the Covered Year $) | (753,220) | (2,410,888) | (1,906,840) | (2,128,995) | (1,720,098) | | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 1,022,753 | 2,109,505 | 2,414,520 | 2,653,035 | 2,407,365 | | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 1,511,873 | 1,481,643 | 3,362,068 | 4,549,633 | 3,254,633 | | Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | 219,049 | 76,385 | 699,995 | 1,872,705 | 707,350 | | 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 ($) | — | — | — | — | — | | Compensation Actually Paid ($) | 4,483,255 | 5,542,672 | 8,362,951 | 11,277,634 | 8,254,338 |
— 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 27, 2025, December 28, 2024, December 30, 2023, December 31, 2022 and December 25, 2021, 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 27, 2025, December 28, 2024, December 30, 2023, December 31, 2022 and December 25, 2021. 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 27, 2025, December 28, 2024, December 30, 2023, December 31, 2022 and December 25, 2021, respectively. Column (i). The Company-selected measure is operating income.
Pay Ratio
Pay Ratio In 2025, the total compensation of Mr. Christopher, our Chief Executive Officer, was $27,562,773 as reported in the “Summary Compensation Table for 2025.” Based on the methodology described below, we determined that the median employee in terms of total 2025 compensation of all of our employees (other than Mr. Christopher) received an estimated $45,602 in total compensation for 2025. Therefore, the estimated ratio of 2025 total compensation of Mr. Christopher to the median employee was 604:1. This ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. We believe the methodology, assumptions and estimates used in determining the ratio are reasonable given our specific employee population. 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 2025 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 27, 2025, which consisted of approximately 4,832 employees. | | • | For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2025, and incentive awards for 2025. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2025 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 2025 total compensation was $45,602 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 • 2026 PROXY STATEMENT | 42 |
PRINCIPAL STOCKHOLDERS
PRINCIPAL STOCKHOLDERS As of March 12, 2026, the following parties were known by the Company to be the “beneficial owner” of more than five percent of the Common Stock:
PRINCIPAL STOCKHOLDERS
| Name and Address of Beneficial Owner | Shares Beneficially Owned | Percent of Class(1) | | The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 | 10,537,046(2) | 9.5% | | BlackRock, Inc. 50 Hudson Yards New York, NY 10001 | 9,785,641(3) | 8.9% | | First Trust Portfolios, L.P. 120 East Liberty Drive, Suite 400 Wheaton, IL 60187 | 7,085,950(4) | 6.4% |
PRINCIPAL STOCKHOLDERS
| (1) Based on 110,562,284 shares of Common Stock outstanding as of March 12, 2026. | | (2) This information is based on a Schedule 13G/A filed by The Vanguard Group (“VGI”) with the SEC on July 29, 2025. According to the Schedule 13G/A, VGI has sole dispositive power with respect to 10,378,276 of the shares shown. VGI also has shared voting power with respect to 41,622 of the shares shown, and shared dispositive power with respect to 158,770 of the shares shown. | | (3) This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission (“SEC”) on July 17, 2025. BlackRock filed this Schedule 13G/A on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G/A reported that BlackRock has sole voting and dispositive power with respect to 9,452,937 and 9,785,641, respectively, of the shares shown. | | (4) The information is based on a Schedule 13G jointly filed by affiliates First Trust Portfolios, L.P and First Trust Advisors L.P., along with their general partner, The Charger Corporation, on January 10, 2024. The Schedule 13G reported that the reporting parties have shared voting and dispositive power with respect to 5,908,227 and 7,085,950 respectively, of the shares shown. The Schedule 13G also reported that First Trust Portfolios, L.P. acts as sponsor of certain unit investment trusts that hold shares of the Company, and that First Trust Advisors L.P. acts as the portfolio supervisor of those trusts. According to the Schedule 13G, none of the reporting parties has the power the vote the shares of the Company held by those unit investment trusts. Those shares are purportedly voted by the trustee of such trusts so as to ensure that the shares are ordinarily voted as closely as possible, in the same manner and in the same general proportion as are the shares held by other owners. |
PRINCIPAL STOCKHOLDERS
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 43 |
PRINCIPAL STOCKHOLDERS
| | BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS |
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of the close of business on March 12, 2026, information about the approximately 2.3% of shares of Common Stock (calculated based on 110,562,284 shares outstanding) beneficially owned by each of the Company’s current directors, nominees for director, executive officers and NEOs, as determined in accordance with Rule 13d-3 of the Exchange Act. The NEOs are those individuals set forth in the “Summary Compensation Table for 2025” included herein. Unless otherwise indicated, all directors, nominees for director, and NEOs have sole voting and investment power with respect to the shares of Common Stock reported. Other than with respect to our directors (whose biographical information is set forth under “Proposal 1: Election of Directors – Director Nominee Biographies”), the table and the accompanying footnotes set forth the foregoing persons’ current positions with the Company, principal occupations and employment over the preceding five years, age and directorships held in certain other publicly-owned companies.
PRINCIPAL STOCKHOLDERS
| Principal Occupation, Employment, etc. | Common Stock Beneficially Owned as of March 12, 2026 | Percent of Class | | Chairman and Chief Executive Officer | | | | Gregory L. Christopher(1) | 1,198,689 | 1.1% | | Independent Directors | | | | Elizabeth Donovan(2) | 58,863 | * | | William C. Drummond | 17,263 | * | | Gary S. Gladstein(3) | 362,003 | * | | Scott J. Goldman(4) | 81,645 | * | | John B. Hansen(5) | 113,664 | * | | Terry Hermanson | 86,748 | * | | Charles P. Herzog, Jr.(6) | 72,449 | * | | Section 16 Officers | | | | Jeffrey A. Martin | 305,358 | * | | Executive Vice President, Chief Financial Officer and Treasurer since February 14, 2013; age 59(7) | | | | Christopher J. Miritello | 131,018 | * | | Executive Vice President, General Counsel and Secretary since January 1, 2017; age 43(8) | | | | Steffen Sigloch | 107,283 | * | | Strategic Advisor for Industry Relations since August 1, 2025; age 57(9) | | | | SECTION 16 OFFICERS AND DIRECTORS AS A GROUP | 2,534,983 | 2.3%** |
PRINCIPAL STOCKHOLDERS
| * Less than 1% | | ** Includes 161,778 shares of Common Stock which are subject to currently exercisable stock options and 731,000 shares of non-vested restricted stock held by executive officers and directors of the Company. The non-vested restricted stock held by executive officers has the potential to vest at 200%. | | (1) The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) 575,000 shares of non-vested restricted stock (which have the potential to vest at 200%), (ii) 134,392 shares owned by Mr. Christopher’s spouse, (iii) 70,000 shares owned by a trust in which his spouse is beneficiary, (iv) 72,520 shares owned by a trust in which he is beneficiary and (v) 13,600 shares of Common Stock which are owned by Mr. Christopher’s children. | | (2) The number of shares of Common Stock beneficially owned by Ms. Donovan includes (i) 28,000 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 4,000 shares of Common stock which are owned by Ms. Donovan’s spouse. | | (3) The number of shares of Common Stock beneficially owned by Mr. Gladstein includes (i) 49,778 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 290,206 shares of Common Stock, which are owned by a trust of which he is beneficiary. | | (4) The number of shares of Common Stock beneficially owned by Mr. Goldman includes (i) 40,000 shares of Common Stock which are subject to currently exercisable stock options. | | (5) The number of shares of Common Stock beneficially owned by Mr. Hansen includes (i) 8,000 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 15,000 shares of Common Stock owned by a trust where his spouse and children serve as beneficiaries. | | (6) The number of shares of Common Stock beneficially owned by Mr. Herzog includes (i) 36,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 8,000 shares of Common Stock owned by a trust of which his children are beneficiaries, and (iii) 19,863 shares of Common Stock owned by a trust of which his spouse is beneficiary. |
PRINCIPAL STOCKHOLDERS
| MUELLER INDUSTRIES • 2026 PROXY STATEMENT | 44 |
PRINCIPAL STOCKHOLDERS
| (7) Prior to his current position, Mr. Martin served (i) as Interim Chief Financial Officer of the Company from October 26, 2012 until February 14, 2013, (ii) as Vice President - Corporate Development of the Company from January 11, 2011 until October 26, 2012, (iii) as Vice President-Finance & Corporate Development from August 1, 2008 until January 11, 2011, and (iv) as Vice President-Operations, Standard Products Division prior to August 1, 2008. The number of shares of Common Stock beneficially owned by Mr. Martin includes 88,000 shares of non-vested restricted stock (which have the potential to vest at 200%). | | (8) Prior to his current position, Mr. Miritello served as Deputy General Counsel of the Company from September 15, 2015 to December 31, 2016. Before that, he was associated with the New York office of Willkie Farr & Gallagher LLP. The number of shares of Common Stock owned by Mr. Miritello includes 27,500 shares of non-vested restricted stock (which have the potential to vest at 200%). | | (9) Mr. Sigloch served as Chief Manufacturing Officer of the Company from May 4, 2017 to July 31, 2025, and in a variety of other roles with the Company dating back to July 1, 2011. He has served as Chairman of the Copper Development Association, Inc. and the International Wrought Copper Council. The number of shares of Common Stock beneficially owned by Mr. Sigloch includes 40,500 shares of non-vested restricted stock (which have the potential to vest at 200%). |
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.