DEF 14A of Miller Industries Inc /TN/
Filed Apr 26, 2024 · FY20230001558370-24-005894
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS Pursuant to the Company’s charter and bylaws, the Board of Directors has fixed the number of directors at ten and, effective as of the Annual Meeting, the size of the Board will be reduced to nine directors. The members of the Board of Directors comprise a single class, and at each annual meeting of shareholders all directors are elected. The directors elected at the Annual Meeting will serve until the annual meeting of shareholders in 2025, or until their successors are duly elected and qualified. The Board of Directors may fill directorships resulting from vacancies and may increase or decrease the number of directors to as many as fifteen or as few as three. Executive officers are appointed annually and serve at the discretion of the Board of Directors. Upon the recommendation of the Governance & Sustainability Committee, the Board of Directors has nominated Lead Independent Director Theodore H. Ashford III, A. Russell Chandler III, Peter Jackson, Executive Chairman of the Board William G. Miller, William G. Miller II, Dr. Javier Reyes, Jill Sutton, Dr. Susan Sweeney and Leigh Walton, who are all current members of the Board of Directors, for election as directors at the Annual Meeting. See “Corporate Governance – Director Nominations” above for a discussion of factors considered by the Governance & Sustainability Committee in arriving at its recommendations. Each such nominee has consented to be named herein and to serve as a director, if elected. Richard H. Roberts, a current member of the Board of Directors, is retiring and will not stand for re-election at the Annual Meeting. As a result, following the Annual Meeting, the Board will be comprised of nine directors. It is also expected that one additional incumbent director will retire from the Board prior to the 2026 annual meeting of shareholders. The Governance & Sustainability Committee and the Board of Directors will fill this vacancy with a suitable and qualified candidate, or the Board will take such action as is necessary to reduce the size of the Board to eliminate the vacancy. Unless contrary instructions are received, shares of Common Stock represented by duly executed proxies will be voted in favor of the election of each of the nine nominees named above to constitute the entire Board of Directors. The Board of Directors has no reason to expect that any nominee will be unable to serve and, therefore, at this time it does not have any substitute nominees under consideration. Directors are elected by a plurality of the votes cast by holders of the shares of Common Stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. The nine nominees receiving the highest number of votes cast “for” will be elected. Information concerning the nominees for election, based on data furnished by them, is set forth below. The Board of Directors has determined that Messrs. Ashford, Chandler and Jackson, Drs. Reyes and Sweeney, and Mses. Walton and Sutton are independent directors under the listing standards of the NYSE.
PROPOSAL 1 – ELECTION OF DIRECTORS
| ✓ | The Board unanimously recommends that you vote FOR the election of each of the director nominees. |
PROPOSAL 1 – ELECTION OF DIRECTORS
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
Director Nominees
Director Nominees
| Theodore H Ashford III Age 60 Director since: 2010 Lead Independent Director Board Committees: ◾ Audit Committee ◾ Compensation Committee ◾ Governance & Sustainability Committee | Chief Executive Officer of Ashford Capital Management, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ Chief Executive Officer of Ashford Capital Management, Inc. (“ACM”) from October 2011 to present; Chief Investment Officer since 2007 and President since 2001. Mr. Ashford served as an investment analyst for ACM from 1994 to 2001. ◾ Prior to ACM, Mr. Ashford worked for International Management Group. | | | Qualifications Mr. Ashford brings to the Board valuable operations and leadership expertise. Mr. Ashford has experience as chief executive officer, advisory expertise, financial analysis skills and a global perspective, with extensive international travel evaluating companies and markets around the world. We believe his global perspective and experiences, qualifications, attributes and skills qualify Mr. Ashford to serve as a member of our Board. In August 2023, Mr. Ashford was elected as the Lead Independent Director of the Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| A. Russell Chander III Age 79 Director since: 1994 Independent Director Board Committees: ◾ Audit Committee ◾ Compensation Committee (Chair) ◾ Governance & Sustainability Committee | Founder and Chairman of Whitehall Group Ltd. | | | Other Current Public Directorships CoreCard Corporation (NYSE: CCRD) | | | Professional Experience ◾ Founder and Chairman of the Board of Directors of Whitehall Group Ltd. ◾ Mr. Chandler has served on the Board of Directors of CoreCard Corporation from 2017 to present. ◾ In 2010, Mr. Chandler formed an investment group to acquire a controlling interest in Precyse Technologies Inc; served as Chairman of the Board of Directors from 2010 to April 2015; and Chief Executive Officer from May 2013 to April 2015. ◾ Prior to that, Mr. Chandler served as Chairman of the Board of Directors of Datapath, Inc. from October 2004 to June 2006, Mayor of the Olympic Village for the Atlanta Committee for the Olympic Games from 1990 to 1996, and Chairman of the Board of Directors of United Plastic Films, Inc. from 1987 to 1993. He also founded Qualicare, Inc., and served as its President and Chief Executive Officer from 1972 until its sale in 1983. | | | Qualifications Mr. Chandler brings to the Board more than forty-five years of experience as chief executive officer and/or chairman at various companies, including, among others, a private investment firm which he founded. Mr. Chandler also brings extensive experience in analyzing businesses for investment purposes, as well as key leadership, financial and operational experience. We believe these experiences, qualifications, attributes and skills qualify Mr. Chandler to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| Peter Jackson Age 55 Director since: 2023 Independent Director Board Committees: ◾ Audit Committee | Partner and Senior Vice President of Professional Services of Providence Consulting Group, Ltd. | | | Other Current Public Directorships None | | | Professional Experience ◾ Co-founder, Partner and Senior Vice President of Professional Services at Providence Consulting Group LTD, from 2016 to present. Global leader with experience in building and managing leading-edge, technology, sales, services and operations. Providing technology strategy and leadership with focus on AI and machine learning that provides competitive advantage for a diverse range of manufacturing industries and functional areas. ◾ Prior to Providence Consulting Group, Ltd., Mr. Jackson served as a Practice Director at Business & Decision North America from 2008 to 2016, a Solution Architect for Infor from 2006 to 2008 and Solution Architect for Baan Company from 2000 to 2006. | | | Qualifications Mr. Jackson brings to the Board nearly 30 years of manufacturing technology experience, including extensive experience supporting industrial companies through complex information technology transformation initiatives to drive differentiating operating efficiencies, with leading edge technology. Mr. Jackson has experience providing technology strategy and leadership with focus on AI and machine learning that provides competitive advantage for a diverse range of manufacturing industries and functional areas. Mr. Jackson is also experienced in cybersecurity with a background in working with cutting-edge cyber tools proactively identifying and mitigating cyber threats. We believe these experiences, qualifications, attributes and skills qualify Mr. Jackson to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| William G. Miller Age 77 Director since: 1994 Executive Chairman of the Board | Executive Chairman of the Board and Founder of Miller Industries, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ Founder and Chairman of the Board of Directors of Miller Industries, Inc., from 1994 to present; Co-Chief Executive Officer from October 2003 to March 2011; Chief Executive Officer from April 1994 to June 1997; Co-Chief Executive Officer from June 1997 to November 1997; and President from April 1994 to June 1996. ◾ Prior to founding Miller Industries, Inc., Mr. Miller served as Chairman of Miller Group Inc., from August 1990 to May 1994, Chief Executive Officer from March 1993 until May 1994 and President from August 1990 to March 1993. ◾ Prior to that, Mr. Miller served in various management positions for Bendix Corporation, Neptune International Corporation, Wheelabrator-Frye Inc. and The Signal Companies, Inc. | | | Qualifications As Executive Chairman of the Board of Directors and founder of Miller Industries, Inc., Mr. Miller brings to the board over 30 years of experience with the Company. Mr. Miller has an in-depth knowledge and understanding of the Company and its operations and brings that knowledge to the Board of Directors. Prior to founding Miller Industries, Inc., Mr. Miller served in various leadership positions at various companies. We believe these experiences, qualifications, attributes and skills qualify Mr. Miller to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| William G. Miller II Age 45 Director since: 2014 | President and Chief Executive Officer of Miller Industries, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ President and Chief Executive Officer of Miller Industries, Inc., from March 2022 to present, Co-Chief Executive Officer from December 2013 to March 2022, President from March 2011 to March 2022 and Southeast Regional Vice President of Sales of Miller Industries Towing Equipment Inc., from November 2009 to February 2011. ◾ Prior to that, Mr. Miller II served as Vice President of Strategic Planning from October 2007 to November 2009; he was instrumental in the development and construction of the Company’s Light Duty wrecker facility and then served as the General Manager of the light-duty product line and facility from 2004 to 2007, project leader of satellite trailers for military applications for Datapath, Inc., from 2003 to 2005 and District Sales Manager for Miller Industries Towing Equipment Inc., from 2002. | | | Qualifications As President and Chief Executive Officer of the Company, Mr. Miller II brings to the Board of Directors over 20 years of experience in a variety of leadership positions with Miller Industries, Inc., and a strategic perspective as a member of the Company’s executive team. In addition, Mr. Miller II contributes valuable insight into the strategic direction of the Company and provides essential guidance to the Board of Directors based on his intimate knowledge of the business and day-to-day operations of the Company. We believe these experiences, qualifications, attributes and skills qualify Mr. Miller II to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| Dr. Javier Reyes Age 49 Director since: 2023 Independent Director Board Committees ◾ Governance & Sustainability Committee | Chancellor of the University of Massachusetts Amherst | | | Other Current Public Directorships City Holding Company, holding company of City National Bank of West Virginia (NASDAQ: CHCO) | | | Professional Experience ◾ Chancellor of the University of Massachusetts Amherst from July 2023 to present and Interim Chancellor at the University of Illinois from July 2022 to July 2023. ◾ Prior to his promotion to Interim Chancellor, Dr. Reyes served as Provost and Vice Chancellor for Academic Affairs. ◾ Dr. Reyes served as Milan Puskar Dean of the John Chambers College of Business and Economics at West Virginia University from 2016 to July 2021. While at West Virginia University, Dr. Reyes served as Vice President for Start-up West Virginia from November 2018 until July 2021. ◾ Prior to that, Dr. Reyes served as grant reviewer for the National Science Foundation and an invited academic scholar for the International Monetary Fund and European Bank for Reconstruction and Development. ◾ Dr. Reyes has experience in investment banking and has been a visiting scholar at several international institutions. ◾ Dr. Reyes was a founding member of the inaugural TIAA National Hispanic Advisory Council and continues to serve in its newer form, the TIAA Diversity Advisory Council. Dr. Reyes has also served on the national Board of Directors for the Association for Latino Professionals for America and the national Board of Directors for the University Professional and Continuing Education Association. | | | Qualifications Dr. Reyes brings to the Board of Directors innovative and dynamic leadership with experience in international trade, and nearly 20 years of experience in academia, providing him with keen perspectives into the future of the workforce, exceptional management skills and a diverse viewpoint on socioeconomic issues. We believe these experiences, qualifications, attributes and skills qualify Dr. Reyes to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| Jill Sutton Age 52 Director since: 2023 Independent Director Board Committees ◾ Compensation Committee | Chief Legal Officer, General Counsel and Corporate Secretary of United Natural Foods, Inc. (Retired) | | | Other Current Public Directorships Potbelly Corp (NASDAQ: PBPB) | | | Professional Experience ◾ Chief Legal Officer, General Counsel and Corporate Secretary at United Natural Foods, Inc. from May 2018 to December 2021, where she developed the company’s shareholder engagement program, was deeply involved in the Company’s ESG policies and programs, supported the realization of over $150 million in synergies following UNFI’s acquisition of SuperValu, and helped to assure the Company’s supply chain remained operational through the COVID-19 crisis. ◾ Deputy General Counsel and Corporate Secretary of General Motors Company from July 2015 to January 2018. ◾ Prior to that, Ms. Sutton served in various roles at Tim Hortons including Executive Vice President, General Counsel and Corporate Secretary and served as Corporate Counsel for The Wendy’s Company. | | | Qualifications Ms. Sutton brings to the Board substantial experience in strategic planning, corporate finance, capital raises, mergers & acquisitions and corporate governance, including substantial involvement in ESG policies and programs. We believe these experiences, qualifications, attributes and skills qualify Ms. Sutton to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| Dr. Susan Sweeney Age 60 Director since: 2023 Independent Director Board Committees ◾ Audit Committee (Chair) | Corporate Senior Vice President and Division President of Enpro Inc. (Retired) | | | Other Current Public Directorships None | | | Professional Experience ◾ Chief Human Resource Officer for Enpro Inc. from 2020 to 2022. Prior to taking this position, Dr. Sweeney held the position of President, GGB, which was then an Enpro subsidiary, for seven years with strategy and P&L responsibility in North America, South America, Europe and Asia. ◾ Prior to that, Dr. Sweeney served as an executive with General Motors Company with responsibilities focused on assembly, engineering, supply chain, quality and site management at multiple locations in the United States and Canada. | | | Qualifications Dr. Sweeney brings to the Board extensive manufacturing expertise and experience leading global teams and solving complex business issues, as well as significant experience in workforce development. Through her former position as Division President of the GGB, Dr. Sweeney brings leadership experience and a thorough and insightful perspective to a wide range of financial, regulatory and risk management issues. Additionally, Dr. Sweeney’s experience in executive-level roles at companies in other industries further demonstrates her leadership capability and broad knowledge of financial and operational issues that companies face. We believe these experiences, qualifications, attributes and skills qualify Dr. Sweeney to serve as a member of our Board. |
Director Nominees
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Nominees
| Leigh Walton Age 73 Director since: 2020 Independent Director Board Committees ◾ Audit Committee ◾ Compensation Committee ◾ Governance & Sustainability Committee (Chair) | Partner at Bass, Berry & Sims, PLC | | | Other Current Public Directorships None | | | Professional Experience ◾ Partner at Bass, Berry & Sims, PLC. ◾ Served for three years as chair of the American Bar Association’s Mergers & Acquisitions Committee, an organization with over 5,000 members in 40 countries. ◾ In September 2019, Ms. Walton was elected as a member of the American College of Governance Counsel, a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of corporate governance. | | | Qualifications Ms. Walton brings to the Board over 40 years of expertise advising companies in the areas of corporate governance, mergers & acquisition, private equity transactions and securities offerings. Ms. Walton also has extensive background in public company board responsibilities, processes and dynamics through her service as an advisor to numerous public company boards over many years. Ms. Walton was also recognized for her achievements in the field of corporate governance. We believe these experiences, qualifications, attributes and skills qualify Ms. Walton to serve as a member of our Board. |
Director Compensation for Fiscal 2023
Director Compensation for Fiscal 2023 Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors. During 2023, non-employee directors received annual compensation comprised of a cash component and an equity component. During 2023, until the Company’s 2023 annual meeting of shareholders, each non-employee director received a pro-rated portion of the annual cash payment of $75,000 as compensation for service on the Board. In addition, during that same period, the non-employee directors continued to receive a $5,000 fee per quarterly Board meeting but did not receive director compensation for meetings of the Audit, Compensation or Governance & Sustainability Committees of the Board. In October 2022, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a nationally-recognized compensation consultant, as its independent consultant. The services provided by Pearl Meyer from its engagement in October 2022 included a review of non-employee director compensation competitiveness. Pearl Meyer provided us with competitive data, analysis and recommendations regarding non-employee director compensation. After careful consideration of this information and the scope of the duties and responsibilities of our non-employee directors, in March 2023, the Governance & Sustainability Committee recommended to the Board, and the Board approved, a new compensation program for the Company’s non-employee directors. Subsequently, at the Company’s 2023 annual meeting of shareholders, the Company’s shareholders voted to approve the Company’s 2023 Non-Employee Director Stock Plan. Under the Company’s 2023 Non-Employee Director Stock Plan, each non-employee director may be granted an award of restricted shares of Common Stock, restricted stock units, fully-vested shares of Common Stock and non-statutory stock options on the first business day after each annual meeting of shareholders of the Company. Pursuant to the Company’s new non-employee director compensation program, beginning after the Company’s 2023 annual meeting of shareholders, each non-employee director received, (i) a pro-rated portion of the new annual cash payment of $95,000, and (ii) a pro-rated portion of the new annual equity award of restricted stock units valued at $80,000 based on the closing price of the Company’s Common Stock on the date of grant, in each case, as compensation for service on the Board. In addition, for the remainder of 2023, the Lead Independent Director received a pro-rated portion of the new annual cash payment of $20,000 for serving in such capacity. During all of 2023, the Audit Committee Chair, Compensation Committee Chair, and Governance & Sustainability Committee Chair each also continued to receive an annual cash payment of $20,000, $15,000 and $10,000, respectively, for serving in such capacity.
Director Compensation for Fiscal 2023
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Compensation for Fiscal 2023
The normal equity awards that would have been granted to non-employee directors in January 2023 were suspended and not granted pending the Board’s decision on whether such equity awards would be revised as part of the Board’s review of non-employee director compensation during 2023. As a result, pursuant to the Company’s 2023 Non-Employee Director Stock Plan and the Company’s prior non-employee director compensation program, each non-employee director received a pro-rated award of fully-vested shares of Common Stock for the period from January 1, 2023, or, if later, the date the director commenced service as a director, through the date of the Company’s 2023 annual meeting of shareholders. Accordingly, each non-employee director who was serving as a director on January 1, 2023, received a grant of 750 fully-vested shares of Common Stock and each director who commenced service on the Board on March 9, 2023 received a grant of 401 fully-vested shares of Common Stock. In addition, under the Company’s new non-employee director compensation program, each of the non-employee directors was granted 2,354 restricted stock units as pro-rated compensation for service on the Board for the remainder of 2023 based on the closing price of the Company’s Common Stock on the NYSE on May 26, 2023, which was $33.98. Each restricted stock unit represents a contingent right to receive one share of Common Stock and vests on the earlier of (i) the day immediately prior to the Company’s next annual meeting of shareholders or (ii) the first anniversary of the grant date, so long as the director’s service with the Company has not earlier terminated. Until the restricted stock units become vested and nonforfeitable, the restricted stock units may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process. The Board approves non-employee director compensation based on recommendations of the Governance & Sustainability Committee. The following table sets forth the total compensation earned or paid to each non-employee director for fiscal 2023:
Director Compensation for Fiscal 2023
| Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Theodore H. Ashford III (5) | $103,000 | $99,995 | $1,271 | $204,266 | | A. Russell Chandler III (7) | 110,000 | 99,995 | 1,271 | 211,266 | | Peter Jackson | 76,042 | 90,691 | 1,271 | 168,004 | | Dr. Javier Reyes | 76,042 | 90,691 | 1,271 | 168,004 | | Richard H. Roberts (6) | 115,000 | 99,995 | 1,271 | 216,266 | | Jill Sutton | 76,042 | 90,691 | 1,271 | 168,004 | | Dr. Susan Sweeney (6) | 76,042 | 90,691 | 1,271 | 168,004 | | Leigh Walton (8) | 105,000 | 99,995 | 1,271 | 206,266 |
Director Compensation for Fiscal 2023
| (1) Mr. Jackson, Dr. Reyes, Ms. Sutton and Dr. Sweeney commenced service on the board on March 9, 2023. Mr. Miller and Mr. Miller II served as directors of the Company during fiscal 2023 but are excluded from director compensation table as each is an employee of the Company and did not receive additional compensation for their services as members of the Board of Directors during 2023. Mr. Miller and Mr. Miller II are named executive officers of the Company. |
Director Compensation for Fiscal 2023
| (2) Represents (i) the pro-rated portion of the annual retainer fee of $75,000 paid to each non-employee director either beginning on January 1, 2023 or March 9, 2023, depending on when such director commenced service on the Board, in each case for the period until the Company’s 2023 annual meeting of shareholders, plus an additional Board attendance fee of $5,000 per meeting and (ii) the pro-rated portion of the annual retainer fee of $95,000 earned for the remainder of 2023 and paid quarterly in arrears. |
Director Compensation for Fiscal 2023
| (3) Represents (i) a pro-rated portion of the annual award of fully-vested shares of Common Stock valued at $50,000 either beginning on January 1, 2023 or March 9, 2023, depending on when such director commenced service on the Board, in each case earned for the period until the Company’s 2023 annual meeting of shareholders and (ii) a pro-rated portion of the annual award of restricted stock units valued at $80,000 earned by each non-employee director for the remainder of 2023. Amounts for shares of Common Stock and restricted stock units reflect the full grant date fair value in accordance with FASB ASC 718. The grant date fair values were calculated using the full market value of the shares underlying the restricted stock units at the date of grant. As of December 31, 2023, each of the non-employee directors held 2,354 time-based restricted stock units. |
Director Compensation for Fiscal 2023
| (4) Consists solely of the dollar value of any dividends accrued on unvested time-based restricted stock units that were granted in June 2023. No amounts are indicated for perquisites and other personal benefits, as the value did not exceed $10,000 for any individual non-employee director. |
Director Compensation for Fiscal 2023
| PROXY STATEMENT | PROPOSAL 1Election of Directors |
Director Compensation for Fiscal 2023
| (5) Represents a pro-rated portion of the annual cash payment of $20,000 for serving as Lead Independent Director. Mr. Ashford was elected Lead Independent Director on August 7, 2023. |
Director Compensation for Fiscal 2023
| (6) The Audit Committee Chair receives an annual cash payment of $20,000 for serving as committee chair. Mr. Roberts served as the Chair of the Audit Committee until March 6, 2024, on which date Dr. Sweeney became Chair of the Audit Committee. Accordingly, Dr. Sweeney did not receive any compensation as Audit Committee Chair during fiscal 2023. |
Director Compensation for Fiscal 2023
| (7) The Compensation Committee Chair receives an annual cash payment of $15,000 for serving as committee chair. |
Director Compensation for Fiscal 2023
| (8) The Governance & Sustainability Committee Chair receives an annual cash payment of $10,000 for serving as committee chair. |
Executive Compensation Objectives and Philosophy
| ◾ | Emphasize long-term, stock-based incentive compensation that is realized by stock price appreciation – We emphasize performance and retention using long-term, stock-based incentive compensation, which supports sustainable long-term shareholder return. |
Role of Compensation Consultant
Role of Compensation Consultant In August 2022, the Committee began a process of reviewing all elements of executive compensation to assess the market competitiveness and effectiveness of the Company’s executive compensation structure and programs, in part because it was concerned that the Company was at risk of not being competitive in securing and retaining top executive talent. The Committee interviewed multiple compensation consultants and in October 2022 engaged Pearl Meyer, a nationally-recognized compensation consultant, as its independent consultant. Pearl Meyer reports directly to the Committee, and the Committee has the sole authority to retain or dismiss the consultant, and to obtain its advice at the Company’s expense. The Committee assessed the independence of Pearl Meyer pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. On the basis of its consideration of the foregoing and other relevant factors, the Committee concluded that Pearl Meyer was independent and that there were no conflicts of interest. The primary services provided by Pearl Meyer from its engagement in October 2022 through the 2023 annual meeting included a review of executive compensation competitiveness, a review of non-employee director compensation competitiveness, and a review of the executive-level incentive compensation plan design in place during 2022. As part of these services, Pearl Meyer recommended, and the Committee approved, the compensation peer group discussed below under “Compensation Peer Group”. In addition to collecting proxy-disclosed pay data for the peer companies, Pearl Meyer also collected survey data for each position from a variety of reputable compensation surveys. Neither Pearl Meyer nor the Committee are aware of the specific companies represented by the survey data. Although this external market data was reviewed and considered by the Committee, it is only one of many factors reviewed and considered by the Committee when making its pay determinations. The Committee does not specifically benchmark pay to any particular market level or against any particular peer group; and the Committee may or may not adopt the recommendations made by its independent consultant. Pearl Meyer’s independent study concluded that the Company’s executive compensation levels were below market and that the Company’s incentive plan design was lacking a consistent, equity-based, long-term incentive opportunity. Based in part on this information, and after consideration of other relevant facts and circumstances, the Committee concluded that the Company was at risk of not being competitive in securing and retaining top executive talent. To address this risk, the Committee, with the assistance of Pearl Meyer, determined that the target level of each executive’s base salary and total compensation should be approximately at the 50th percentile of the Company’s peer group. Consistent with this target, the Committee then approved the 2023 executive compensation described below. The Committee believes that these changes achieve (i) the desired level of pay competitiveness, (ii) a more balanced pay mix between cash and equity, (iii) stronger linkage between pay and performance through greater emphasis on performance-based incentives, and (iv) enhanced shareholder alignment. However, the Committee reserves the right to review and make changes to pay levels and plan designs annually. Pearl Meyer consulted with the Committee with respect to executive officer salary increases for 2024 but did not conduct any formal compensation review or survey. The Committee expects that the independent consultant will continue to periodically advise the Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Committee and work on its behalf on matters related to the Committee’s purposes and responsibilities as set forth in the Committee charter, which is available through the “Investors” section of our website at www.millerind.com. The Committee expects that Pearl Meyer will meet with the Committee and attend regular Committee meetings in person or by telephone as requested.
Role of Compensation Consultant
| PROXY STATEMENT | Compensation Discussion and Analysis |
Pay Governance Practices
| WHAT WE DO | | WHAT WE DO NOT DO | | | ✓ | Pay for performance by requiring a portion of our executive officers’ direct compensation be earned based on the Company’s financial and ESG performance goals | • | No special retirement benefits other than participation in our retirement plans on the same basis as other employees | | ✓ | Link our compensation program to our long-term corporate growth strategy and key drivers of sustainable shareholder value creation | • | No pension or supplemental executive retirement plan | | ✓ | Use a mix of objective performance measures, cash- and equity-based components, and short- and long-term incentive opportunities that hold our executive officers accountable for executing on our long-term strategy | • | No “single-trigger” vesting for equity awards upon Change in Control | | ✓ | Engage an independent compensation consultant to evaluate and advise the Compensation Committee on our executive compensation program design and pay decisions for our executive officers | • | No pledging or hedging activities involving our stock | | ✓ | Maintain a compensation recoupment (“clawback”) policy that provides for recoupment of incentive compensation paid to current and former executive officers in the event of an accounting restatement | • | No excessive perquisites | | ✓ | Maintain executive stock ownership guidelines | | |
2023 Executive Annual Bonus Program
2023 Executive Annual Bonus Program In April 2023, the Committee, with input from its independent compensation consultant, adopted the 2023 Executive Annual Bonus Program (the “Annual Bonus Program”). The purpose of the Annual Bonus Program is to align the executive’s incentive bonuses with the achievement of annual corporate profitability. Annual bonuses under the program are designed to immediately reward them in direct relation to the Company’s Adjusted Pretax Income achieved during the performance period. The immediacy of these bonuses provides an incentive to the executive officers to raise their level of performance in order to increase the Company’s overall level of profitability. We believe that the equity incentive compensation incentivizes and rewards long-term Company performance, aligns executives’ interests with those of our shareholders and promotes retention in a highly-competitive talent marketplace. The 2023 Executive Annual Bonus Program reflected the following changes to the 2022 Cash Bonus Program, which apply to performance in 2023 and beyond:
2023 Executive Annual Bonus Program
| ● | The overall sharing percentage of Adjusted Pretax Income (as defined below) and the participant allocations were adjusted to provide more competitive total compensation opportunities; |
2023 Executive Annual Bonus Program
| ● | 20% of the incentive funding is subject to the Committee’s assessment of the Company’s progress on key ESG-related initiatives; and |
2023 Executive Annual Bonus Program
| ● | A portion of the earned incentive opportunity (which portion increases at higher earnings levels) is paid in Restricted Stock Units (RSUs) with 3-year ratable vesting and a 5-year holding requirement. |
2023 Executive Annual Bonus Program
The Annual Bonus Program provides an annual bonus pool for each fiscal year if the Company’s income before taxes, and before payment of all employee bonuses and excluding any foreign currency adjustments and other unexpected and/or non-recurring items as determined by the Committee (“Adjusted Pretax Income”), exceeds $10 million for the most recently completed fiscal year described below.
2023 Executive Annual Bonus Program
| PROXY STATEMENT | Compensation Discussion and Analysis |
2023 Executive Annual Bonus Program
The level of the bonus pool based on Adjusted Pretax Income earned in the applicable fiscal year, and the portion of the bonus payable in cash versus equity (RSUs), is as follows:
2023 Executive Annual Bonus Program
| | ADJUSTED PRETAX INCOME OF: | | | | | Weight of Bonus Pool | < $10 MM | > $10 MM to $25 MM | > $25 MM to $50 MM | > $50 MM | | 80% | ◾ No bonus payout | ◾ Bonus payout 5% ◾ 100% payable in cash | ◾ Bonus payout 8% ◾ 75% payable in cash ◾ 25% payable in RSUs | ◾ Bonus payout 11.25% ◾ 50% payable in cash ◾ 50% payable in RSUs | | 20% | ◾ Earned and awarded based on the Compensation Committee’s assessment in its sole discretion of the Company’s progress on key ESG initiatives | | | |
2023 Executive Annual Bonus Program
The bonus pool in the corresponding fiscal year is allocated as follows:
2023 Executive Annual Bonus Program
| Name | Percent | | William G. Miller II | 46.0% | | Deborah L. Whitmire | 14.0% | | William G. Miller (1) | -% | | Jeffrey I. Badgley | 8.0% | | Josias W. Reyneke | 8.0% | | Vincent Tiano | 8.0% |
2023 Executive Annual Bonus Program
| (1) Mr. Miller does not participate in the Company’s Annual Bonus Program but instead participates in the 2023 Executive Chairman Annual Bonus Program described below. |
2023 Executive Annual Bonus Program
In March 2024, after review of the Company’s financial and ESG initiative performance, the Committee approved aggregate annual bonuses based on application of the existing terms of the 2023 Annual Bonus Program, after concluding that 2023 Adjusted Pretax Income was $86.9 million and that the full 20% of the pool based on progress made on key ESG initiatives had been earned. In accordance with the existing Program, one-half of these aggregate bonus amounts were paid in cash and one-half in RSU’s with a 3-year vesting period, which is reflected in the chart below. The cash bonuses are payable in fiscal 2024, with respect to performance during fiscal 2023, and are reflected in the Summary Compensation table below as part of 2023 compensation. RSUs granted in 2024 with respect to 2023 performance will be reflected in the Summary Compensation table of next year’s proxy statement with respect to the Company’s 2025 annual meeting of shareholders. Below are the cash bonuses paid and number of RSU’s granted to each of our NEOs pursuant to the Annual Bonus Program:
2023 Executive Annual Bonus Program
| Name | Fiscal 2023 Cash Bonus | Fiscal 2023 Number of RSUs Granted (1) | | William G. Miller II | $2,249,263 | 49,906 | | Deborah L. Whitmire | 684,563 | 15,189 | | William G. Miller (2) | - | - | | Jeffrey I. Badgley | 391,163 | 8,679 | | Josias W. Reyneke | 391,163 | 8,679 | | Vincent Tiano | 391,163 | 8,679 |
2023 Executive Annual Bonus Program
| (1) Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
2023 Executive Annual Bonus Program
| (2) Mr. Miller does not participate in the Company’s Annual Bonus Program but instead participates in the 2023 Executive Chairman Annual Bonus Program described below. |
2023 Executive Annual Bonus Program
| PROXY STATEMENT | Compensation Discussion and Analysis |
2023 Executive Chairman Annual Bonus Program
2023 Executive Chairman Annual Bonus Program In April 2023, the Committee, with the assistance of its independent compensation consultant, approved an annual bonus program for William G. Miller, Executive Chairman of the Board (the “Executive Chairman”). The Executive Chairman would receive an award of $225,000, $675,000 or $1,013,000 if Adjusted Pretax Income (using the same definition as in the 2023 Executive Annual Bonus Program) in the applicable fiscal year equals $25 million, $50 million, or $75 million, respectively, with linear awards for Adjusted Pretax Income levels in between those figures. Annual bonuses are payable in all cash and are based entirely on Adjusted Pretax Income. This bonus program is first applicable to the annual bonus payable to the Executive Chairman in 2024 with respect to performance during 2023. In March 2024, after review of the Company’s financial performance, the Committee concluded that 2023 Adjusted Pretax Income was $86.9 million and approved a cash bonus of $1,173,536 based on application of the existing terms of the plan. This amount is reflected in the Summary Compensation table below as part of 2023 compensation. The Company retains the right to modify, amend or terminate this bonus program at any time.
Compensation Peer Group
Compensation Peer Group In setting compensation, the Committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of companies (which we refer to collectively as our compensation peers). As part of its review of our executive compensation, Pearl Myer recommended, and the Committee approved, the following peer group for fiscal 2023 and 2022. In October 2023, peer, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its peer group.
Compensation Peer Group
| Compensation Peers | | | Park-Ohio Holdings Corp | Blue Bird Corporation | | Astec Industries, Inc. | Motorcar Parts of America, Inc. | | The Shyft Group, Inc. | Enerpac Tool Group Corp. | | Commercial Vehicle Group, Inc. | Douglas Dynamics, Inc. | | Stoneridge, Inc. | NN, Inc. | | L.B. Foster Company | |
Compensation Peer Group
| PROXY STATEMENT | Compensation Discussion and Analysis |
Compensation Peer Group
In selecting these peer companies, Pearl Meyer reviewed and considered a variety of factors, including the following:
Compensation Peer Group
| ◾ | Industry and business model comparability; |
Compensation Peer Group
| ◾ | Company size comparability, as measured by revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”), market cap, enterprise value and number of employees; and |
Compensation Peer Group
| ◾ | Overlap with other peer groups used by third parties to assess the Company’s executive compensation levels and practices. |
Change in Control Provisions
Change in Control Provisions As part of its comprehensive review of executive compensation with the assistance of its independent compensation consultant, the Committee approved a Change in Control Severance Plan on April 11, 2023, and approved the Company’s eight executive officers (the “Participants”) as eligible to participate in the Plan. The Plan was approved in order to, among other things, attract and retain key talent and ensure continuity of the business in the event of a change in control of the Company. The Committee’s independent consultant reported that a comparable plan was in place at every member of the Company’s peer group and the Committee wanted to offer benefits to its executive officers that were comparable to those of its peer group. Our Change in Control Severance Plan incorporates a “double trigger” mechanism and provides for a severance payment for an executive officer if within two years after a change in control an executive officer’s employment is terminated without just cause or the executive officer terminates his or her employment for good reason, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control. Each Participant in the Change in Control Severance Plan is entitled to severance in an amount equal to the sum of (a) the Participant’s annual base salary and (b) the Participant’s target bonus (or, if no target bonus, the average of the annual bonuses earned for the prior two years), multiplied by one and one half, or two, depending on the participant. Mr. Miller II’s multiplier is two and the multiplier for the other named executive officers is one and one half. In addition, in connection with a qualifying termination, the Participants are also entitled to (i) a pro-rated bonus payment for the year of termination, and (ii) a payment in an amount equal to eighteen (18) times the monthly COBRA premium to continue coverage under the Company’s group health plan. The foregoing benefits will be paid or provided only if the Participant timely signs a general release of claims.
Change in Control Provisions
| PROXY STATEMENT | Compensation Discussion and Analysis |
Employment Agreements
Employment Agreements During fiscal 2023, the Company did not have any employment agreements with any of its named executive officers.
Severance Agreements
Severance Agreements None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our Change-in-Control Severance Plan and other than certain change in control provisions in our equity plans. Accordingly, our executive officers do not have the right to cash severance or additional benefits in connection with a termination of employment except in connection with a change in control of our Company.
2023 Summary Compensation Table
2023 Summary Compensation Table The following table below contains compensation for each of our named executive officers for fiscal years 2023, 2022 and 2021.
2023 Summary Compensation Table
| | | Salary | Bonus (1) | Stock Awards (2) | Non-Equity Incentive Plan Compensation (3) | All Other Compensation (4) | Total | | Name and Principal Position | Year | | | | | | | | William G. Miller II | 2023 | 762,501 | 1,500 | — | 2,249,277 | 43,867(5) | 3,057,145 | | President and Chief Executive Officer | 2022 | 608,382 | 500 | 1,797,000 | 355,020 | 8,601(5) | 2,769,503 | | | 2021 | 568,813 | 475 | — | 111,324 | 8,601(5) | 689,213 | | Deborah L. Whitmire | 2023 | 447,692 | 1,500 | — | 684,563 | 9,726(6) | 1,143,481 | | Executive Vice President, Chief Financial Officer and Treasurer | 2022 | 333,366 | 500 | 898,500 | 147,926 | 8,601(6) | 1,388,893 | | | 2021 | 308,988 | 136,475 | — | 55,662 | 8,601(6) | 509,726 | | William G. Miller | 2023 | 662,501 | 500 | — | 1,173,536 | 1,476(7) | 1,838,013 | | Executive Chairman of the Board of Directors | 2022 | 636,714 | — | — | — | 1,476(7) | 638,190 | | | 2021 | 319,737 | — | — | — | 1,476(7) | 321,213 | | Jeffrey I. Badgley | 2023 | 603,190 | 1,500 | — | 391,179 | 9,726(8) | 1,005,595 | | President of International and Military | 2022 | 579,711 | 500 | 898,500 | 236,680 | 8,601(8) | 1,723,992 | | | 2021 | 568,813 | 475 | — | 111,324 | 8,601(8) | 689,213 | | Josias W. Reyneke | 2023 | 349,230 | 1,500 | — | 391,179 | 9,726(9) | 751,635 | | Vice President and Chief Information Officer | 2022 | 269,386 | 500 | 299,500 | 147,926 | 8,601(9) | 725,913 | | | 2021 | 243,437 | 100,475 | — | 55,662 | 8,566(9) | 408,140 | | Vincent Tiano | 2023 | 349,230 | 1,500 | — | 391,179 | 9,726(10) | 751,635 | | Vice President and Chief Revenue Officer | 2022 | 288,640 | 500 | 299,500 | 147,926 | 8,601(10) | 745,167 | | | 2021 | 270,750 | 100,475 | — | 55,662 | 8,601(10) | 435,488 |
2023 Summary Compensation Table
| (1) These amounts reflect discretionary holiday cash bonuses that are awarded to all employees (other than Mr. Miller) in the amounts of $1,500, $500 and $475 in 2023, 2022 and 2021, respectively. In 2021, these amounts also reflect discretionary cash bonus awarded to Ms. Whitmire, Mr. Reyneke and Mr. Tiano in 2021 based on, among other factors, the Company’s performance in the previous year. |
2023 Summary Compensation Table
| (2) Grant of equity awards in the form of restricted stock units under the Company’s 2016 Stock Incentive Plan. The grant values were calculated using the fair market value of the restricted stock units at the date of grant. Restricted stock units granted in 2024 with respect to the Company’s 2023 performance will be reflected in the summary compensation table of next year’s proxy statement for the Company’s 2025 annual meeting of shareholders. See “Compensation Discussion and Analysis – 2023 Executive Annual Bonus Program” for more information regarding the restricted stock units granted in 2024 to the named executive officers with respect to 2023 performance. |
2023 Summary Compensation Table
| (3) Represents amounts earned pursuant to the Company’s executive officer annual cash bonus plan in effect for such year, which (i) for 2023, were paid in 2024 for performance in fiscal 2023, (ii) for 2022, were paid in 2023 for performance in fiscal 2022, and (iii) for 2021, were paid in 2022 for performance in fiscal 2021. |
2023 Summary Compensation Table
| (4) No amounts in this column are indicated for perquisites and other personal benefits, as the value did not exceed $10,000 for any named executive officer, other than for Mr. Miller II in 2023. |
2023 Summary Compensation Table
| (5) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,250, $7,125 and $7,125 for fiscal years 2023, 2022 and 2021, respectively and Company paid life insurance premiums in the amount of $1,476, $1,476 and $1,890 for fiscal years 2023, 2022 and 2021, respectively. In fiscal 2023, amount also includes $2,384 for automobile expenses and $31,757 in aggregate incremental cost arising out of personal use of the Company’s aircraft. Such incremental cost is the direct cost per hour multiplied by the number of hours of use, plus any incidental expenses. Fixed costs, which do not change based on usage, such as aircraft purchase costs, pilot salaries and the cost of maintenance not related to specific trips, are excluded from the calculation of incremental cost. |
2023 Summary Compensation Table
| (6) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,250, $7,125 and $7,125 for fiscal years 2023, 2022 and 2021, respectively, and Company paid life insurance premiums in the amount of $1,476 for three fiscal years 2023, 2022 and 2021, respectively. |
2023 Summary Compensation Table
| (7) Amount includes Company paid life insurance premiums in the amount of $1,476 for the three fiscal years 2023, 2022, 2021, respectively. |
2023 Summary Compensation Table
| PROXY STATEMENT | Executive Compensation Tables |
2023 Summary Compensation Table
| (8) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,250, $7,125 and $7,125 for fiscal years 2023, 2022 and 2021, respectively, and Company paid life insurance premiums in the amount of $1,476, $1,476 and $1,890 for fiscal years 2023, 2022 and 2021, respectively. |
2023 Summary Compensation Table
| (9) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,250 $7,125 and $7,125 for fiscal years 2023, 2022 and 2021, respectively, and Company paid life insurance premiums in the amount of $1,476, $1,476 and $1,441 for fiscal years 2023, 2022 and 2021, respectively. |
2023 Summary Compensation Table
| (10) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,250 $7,125 and $7,125 for fiscal years 2023, 2022 and 2021, respectively, and Company paid life insurance premiums in the amount of $1,476 for the three fiscal years 2023, 2022 and 2021, respectively. |
Outstanding Equity Awards at Fiscal Year-End 2023
Outstanding Equity Awards at Fiscal Year-End 2023 The table below shows the number of shares underlying unvested RSUs held by our named executives at fiscal year-end 2023.
Outstanding Equity Awards at Fiscal Year-End 2023
| | Stock Awards | | | | | | Number of Shares or Restricted Stock Units that Have Not Vested (1) | Market Value of Shares or Restricted Stock Units That Have Not Vested (2) | Equity Incentive Plan Awards: Number of Unearned Shares, Restricted Stock Units or Other Rights That Have Not Vested | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Restricted Stock Units or Other Rights That Have Not Vested | | Name | # | | # | | | William G. Miller II | 48,000 | 2,029,920 | — | — | | Deborah L. Whitmire | 24,000 | 1,014,960 | — | — | | William G. Miller | — | — | — | — | | Jeffrey I. Badgley | 24,000 | 1,014,960 | — | — | | Josias W. Reyneke | 8,000 | 338,320 | — | — | | Vincent Tiano | 8,000 | 338,320 | — | — |
Outstanding Equity Awards at Fiscal Year-End 2023
| (1) Awards issued and outstanding as of December 31, 2023, consisted of time-based restricted stock units granted on March 1, 2022, that vest in five equal annual installments commencing on March 1, 2023. The awards are generally subject to the executive’s continued service with the Company through the applicable vesting dates. |
Outstanding Equity Awards at Fiscal Year-End 2023
| (2) The market value of these awards was computed based on the closing price of the Company’s Common Stock on December 29, 2023, of $42.29. |
Stock Vested in Fiscal Year 2023
Stock Vested in Fiscal Year 2023 The following table provides information about the value realized by the named executive officers from their stock awards that vested during the year ended December 31, 2023:
Stock Vested in Fiscal Year 2023
| | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | William G. Miller II | 12,000 | $338,400 | | Deborah L. Whitmire | 6,000 | $169,200 | | William G. Miller | — | $— | | Jeffrey I. Badgley | 6,000 | $169,200 | | Josias W. Reyneke | 2,000 | $56,400 | | Vincent Tiano | 2,000 | $56,400 |
Stock Vested in Fiscal Year 2023
| PROXY STATEMENT | Executive Compensation Tables |
Stock Vested in Fiscal Year 2023
| (1) Represents the vesting of time-based restricted stock units on March 1, 2023. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |
Potential Payment upon Termination or Change in Control
Potential Payment upon Termination or Change in Control On April 11, 2023, the Compensation Committee, as part of its comprehensive review of executive compensation and with the assistance of its independent compensation consultant, adopted and approved the Company’s Change in Control Severance Plan. The initial participants in the Plan include the Company’s eight executive officers (the “Participants” and each a “Participant”). The Change in Control Severance Plan was approved by the Compensation Committee in order to, among other things, attract and retain key talent and ensure continuity of the business in the event of a change in control of the Company. The Change in Control Severance Plan provides, among other things, that if a Participant is either terminated by the Company without “cause” other than due to disability or death, or terminates his or her employment with the Company for “good reason”, in either case within two years following a “change in control” (commonly referred to as “double-trigger”), the Participant is entitled to severance in an amount equal to the sum of (a) the Participant’s annual base salary and (b) the Participant’s target bonus (or, if no target bonus, the average of the annual bonuses earned for the prior two years), multiplied by one and one half, or two, depending on the Participant. Mr. Miller II’s multiplier is two and the multiplier for the other named executive officers is one and one half. In addition, in connection with a qualifying termination, the Participants are entitled to (i) a pro-rated bonus payment for the year of termination, and (ii) a payment in an amount equal to 18 times the monthly COBRA premium to continue coverage under the Company’s group health plan. The foregoing benefits will be paid or provided only if the Participant timely signs a general release of claims.
Potential Payment upon Termination or Change in Control
| PROXY STATEMENT | Executive Compensation Tables |
Potential Payment upon Termination or Change in Control
Under the Change in Control Severance Plan, upon a qualifying termination in the event of a change in control, for each of the named executive officers, the estimated payments and benefits are as follows if their termination of employment was effective as of December 31, 2023:
Potential Payment upon Termination or Change in Control
| Name | Cash Severance Payment | | William G. Miller II | $2,052,802 | | Deborah L. Whitmire (1) | 827,691 | | William G. Miller | 1,006,645 | | Jeffrey I. Badgley | 1,204,907 | | Josias W. Reyneke | 706,953 | | Vincent Tiano | 704,723 |
Potential Payment upon Termination or Change in Control
| (1) Amount excludes any payments with respect to COBRA premiums because Ms. Whitmire was not covered under the Company’s health insurance plans during 2023. |
CEO Pay Ratio
CEO Pay Ratio We pay for performance and impact by linking incentive pay to Company performance and seek to invest in positive experiences that have the greatest impact on the engagement and well-being of our employees. The executive compensation program is incentive-based and weighted towards long-term awards to emphasize long-term performance and support retention. Our executive compensation program is designed to attract and retain top-tier talent in a competitive market and to "pay for performance" in order to drive business results and maximize shareholder value. To identify the median employee, as well as determine the annual compensation of the median employee, we used the following methodology:
CEO Pay Ratio
| ◾ | The median employee was identified using the Company’s employee population on December 31, 2023. |
CEO Pay Ratio
| ◾ | The Company determined that, as of December 31, 2023, its population of employees consisted of 1,591 employees, the large majority of which are located in the United States. This population consisted of the Company’s full-time, part-time, seasonal and temporary employees. |
CEO Pay Ratio
| ◾ | In determining the median employee, the Company excluded from its employee population all of its employees located in the United Kingdom (77 employees) pursuant to a de minimis exemption permitted under applicable SEC rules. The median employee is located in the United States. |
CEO Pay Ratio
| ◾ | To identify the median employee from the Company’s employee population, the Company compared the amount of total taxable wages paid to its employees during 2023, as reported to the Internal Revenue Service on Form W-2 for U.S. employees or the equivalent agency for non-U.S. employees. For purposes of the compensation elements paid in Euro, the Company applied a Euro to U.S. dollar exchange rate using the average yearly rate of exchange during 2023 of Euros to U.S. dollars of 1.0831. No cost-of-living adjustments were made in identifying the median employee. |
CEO Pay Ratio
| ◾ | We determined annual total compensation, including any perquisites and other benefits, in the same manner we determine the annual total compensation of our CEO for purposes of the Summary Compensation Table. |
CEO Pay Ratio
This resulted in the median employee’s annual total compensation as shown below:
CEO Pay Ratio
| Annual Compensation | | | Median Employee | $54,091 | | CEO (Mr. Miller II) | $3,057,145 | | CEO Pay Ratio | 57 |
CEO Pay Ratio
| PROXY STATEMENT | Executive Compensation Tables |
CEO Pay Ratio
Based on this information for fiscal 2023, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 57 to 1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation S-K. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to our pay ratio reported above.
Pay Versus Performance
Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance. The table below reflects compensation amounts for two Chief Executive Officers for the periods prior to March 7, 2022. Prior to March 7, 2022, William G. Miller, II, and Jeffrey I. Badgley, served together as co-Chief Executive Officers of the Company. Effective March 7, 2022, Mr. Miller, II was appointed as the Company’s sole Chief Executive Officer and Mr. Badgley was appointed as the Company’s President of International and Military.
Pay Versus Performance
| | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Investment Based On: | | | | | Year | CEO (William G. Miller II) (1) ($) | CEO (Jeffrey I. Badgley) (1) ($) | CEO (William G. Miller II) (1)(2) ($) | CEO (Jeffrey I. Badgley) (1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | Miller Industries Total Shareholder Return ($) | Peer Group Total Shareholder Return (4) ($) | Net Income (in thousands) ($) | Adjusted Pretax Income (in thousands) (5) ($) | | 2023 | 3,057,145 | — | 3,825,865 | — | 1,098,072 | 1,354,312 | 124 | 83 | 58,291 | 86,929 | | 2022 | 2,769,503 | 1,723,992 | 2,572,103 | 1,625,292 | 844,815 | 795,465 | 77 | 70 | 20,346 | 29,585 | | 2021 | 689,213 | 689,213 | 689,213 | 689,213 | 413,604 | 413,604 | 94 | 93 | 16,255 | 22,265 | | 2020 | 760,171 | 760,171 | 760,171 | 760,171 | 369,628 | 369,628 | 104 | 97 | 29,830 | 38,097 |
Pay Versus Performance
| (1) The table below reflects compensation amounts for two Chief Executive Officers for fiscal 2022 and 2021. Prior to March 7, 2022, William G. Miller, II, the “First Co-CEO”, and Jeffrey I. Badgley, the “Second Co-CEO”, served together as co-Chief Executive Officers of the Company. Effective March 7, 2022, Mr. Miller, II was appointed as the Company’s sole Chief Executive Officer and Mr. Badgley was appointed as the Company’s President of International and Military. |
Pay Versus Performance
| (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Miller II and Mr. Badgley, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to either Mr. Miller II or Mr. Badgley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to each of Mr. Miller’s and Mr. Badgley’s total compensation for each year to determine the compensation actually paid. |
Pay Versus Performance
| (3) The names of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2023, Deborah L. Whitmire, William G. Miller, Jeffrey I. Badgley, Josias W. Reyneke, and Vincent Tiano, (ii) for 2022, William G. Miller, Deborah L. Whitmire, Vincent Tiano, Josias W. Reyneke and Jamison Linden (iii) for 2021, Deborah L. Whitmire, Josias W. Reyneke, Vincent Tiano and Jamison Linden; and (iv) for 2020, William G. Miller, Deborah L. Whitmire, Frank Madonia and Josias W. Reyneke. |
Pay Versus Performance
| (4) Represents the weighted total shareholder return (“TSR”) of the peer group described below (the “Peer Group”), weighted according to the respective companies’ stock market capitalization at the beginning of each calendar year. The Peer Group used for this purpose is a peer group recommended by the Compensation Committee’s independent compensation consultant, Pearl Meyer, which group was used and referred to by the Compensation Committee in connection with its review of the Company’s executive compensation program. The Peer Group for 2020, 2021 and 2022 consisted of: Astec Industries, Inc. (ASTE); Blue Bird Corp. (BLBD); CIRCOR International, Inc. (CIR); Commercial Vehicle Group, Inc. (CVGI); Douglas Dynamics, Inc. (PLOW); Enerpac Tool Group Corp. (EPAC); L.B. Foster Co. (FSTR); Motorcar Parts of America, Inc. (MPAA); NN, Inc. (NNBR); Park-Ohio Holdings Corp. (PKOH); Shyft Group Inc. (SHYF); and Stoneridge, Inc. (SRI). In October 2023, peer, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its Peer Group TSR data for 2023. |
Pay Versus Performance
| (5) Adjusted Pretax Income is a non-GAAP measure. See “Compensation Discussion and Analysis—2023 Executive Annual Bonus Program” for more information regarding this non-GAAP financial measure. |
Pay Versus Performance
| PROXY STATEMENT | Executive Compensation Tables |
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the Company’s Peer Group. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years.
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Cumulative TSR
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
Compensation Actually Paid and Net Income
| PROXY STATEMENT | Executive Compensation Tables |
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure) The following table lists the five financial performance measures that we believe represent the most important financial performance measures we used to link compensation paid to our NEOs to our performance.
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)
| (in thousands, except total shareholder return and earnings per share, diluted) | 2023 | 2022 | 2021 | 2020 | | Revenue | $1,153,354 | $848,456 | $717,476 | $651,286 | | EBITDA (a Non-GAAP Measure) (1) | $93,001 | $40,873 | $34,157 | $48,910 | | Adjusted Pretax Income (a Non-GAAP Measure) (2) | $86,929 | $29,585 | $22,265 | $38,097 | | Total Shareholder Return | $124 | $77 | $94 | $104 | | Earnings Per Share, Diluted | $5.07 | $1.78 | $1.42 | $2.62 |
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)
| (1) EBITDA is a non-GAAP financial measure and is defined as earnings before interest, taxes, depreciation and amortization. |
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)
| (2) See “Compensation Discussion and Analysis – 2023 Executive Annual Bonus Program” for a definition of this non-GAAP financial measure. |
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)
| PROXY STATEMENT | Security Ownership of Certain Beneficial Owners and Management |