DEF 14A of Miller Industries Inc /TN/, Apr 11, 2025

DEF 14A of Miller Industries Inc /TN/

Filed Apr 11, 2025 · FY20240001558370-25-004716

Open on EDGAR

  1. 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 nine and, effective as of the Annual Meeting, the size of the Board will be reduced to seven directors. The members of the Board of Directors comprise a single class, and at each annual meeting of shareholders all directors are elected. The directors elected at the Annual Meeting will serve until the annual meeting of shareholders in 2026, 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 and effective as of the Annual Meeting, the Board of Directors has approved a reduction in the size of the Board, from nine to seven members, in order to foster greater Board efficiency, engagement, and collaboration. Upon the recommendation of the Governance & Sustainability Committee, the Board of Directors has nominated Lead Independent Director Theodore H. Ashford III, Peter Jackson, Executive Chairman of the Board William G. Miller, William G. Miller II, Dr. Javier Reyes, Dr. Susan Sweeney, and Leigh Walton, who are all current members of the Board of Directors, for election as directors at the Annual Meeting. See “Corporate Governance – Director Nominations” above for a discussion of factors considered by the Governance & Sustainability Committee in arriving at its recommendations. Each such nominee has consented to be named herein and to serve as a director, if elected. As a result, following the Annual Meeting, the Board will be comprised of seven directors. Unless contrary instructions are received, shares of Common Stock represented by duly executed proxies will be voted in favor of the election of each of the seven nominees named above to constitute the entire Board of Directors. The Board of Directors has no reason to expect that any nominee will be unable to serve and, therefore, at this time it does not have any substitute nominees under consideration. Directors are elected by a plurality of the votes cast by holders of the shares of Common Stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. The seven nominees receiving the highest number of votes cast “for” will be elected. Information concerning the nominees for election, based on data furnished by them, is set forth below. The Board of Directors has determined that Messrs. Ashford and Jackson, Drs. Reyes and Sweeney, and Ms. Walton are independent directors under the listing standards of the NYSE.

  2. PROPOSAL 1 – ELECTION OF DIRECTORS

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

  3. PROPOSAL 1 – ELECTION OF DIRECTORS

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  4. Director Nominees

    Director Nominees

  5. Director Nominees

    | Theodore H. Ashford III Age 61 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. |

  6. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  7. Director Nominees

    | Peter Jackson Age 56 Director since: 2023 Independent Director Board Committees: ▪ Audit Committee | Managing Partner and Executive Vice President of Providence Consulting Group, Ltd. | | | Other Current Public Directorships None | | | Professional Experience ◾ Founding partner of Providence Consulting Group, Ltd. (PCG) from 2016 to present. Mr. Jackson has played a pivotal role in shaping PCG’s vision and driving its growth as a leader in digital transformation, consulting services, and enterprise-wide innovation. ◾ Prior to PCG, Mr. Jackson served as a Practice Director at Business & Decision North America from 2008 to 2016, a Solution Architect for Infor from 2006 to 2008, and a Solution Architect for Baan Company from 2000 to 2006. | | | Qualifications Mr. Jackson brings to the Board over 28 years of experience spanning manufacturing, enterprise software implementation, system solutions development, cybersecurity, and business suitability solutions, including extensive expertise across industries such as automotive, aerospace and defense, high-tech, and industrial equipment manufacturers. Mr. Jackson’s skillset encompasses enterprise resource planning systems, supply chain optimization, artificial intelligence strategies, organizational change management, and cybersecurity risk mitigation. Additionally, he has pioneered initiatives that align technology solutions with business objectives, ensuring clients adopt fit-for-purpose systems that support operational excellence and long-term scalability. We believe these experiences, qualifications, attributes, and skills qualify Mr. Jackson to serve as a member of our Board. |

  8. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  9. Director Nominees

    | William G. Miller Age 78 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. |

  10. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  11. Director Nominees

    | William G. Miller II Age 46 Director since: 2014 | President and Chief Executive Officer of Miller Industries, Inc. | | | Other Current Public Directorships None | | | Professional Experience ◾ President and Chief Executive Officer of Miller Industries, Inc., from March 2022 to present, Co-Chief Executive Officer from December 2013 to March 2022, President from March 2011 to March 2022, and Southeast Regional Vice President of Sales of Miller Industries Towing Equipment Inc., from November 2009 to February 2011. ◾ Prior to that, Mr. Miller II served as Vice President of Strategic Planning from October 2007 to November 2009; he was instrumental in the development and construction of the Company’s light-duty wrecker facility and then served as the General Manager of the light-duty product line and facility from 2004 to 2007, project leader of satellite trailers for military applications for Datapath, Inc., from 2003 to 2005, and District Sales Manager for Miller Industries Towing Equipment Inc., from 2002 to 2006. | | | Qualifications As President and Chief Executive Officer of the Company, Mr. Miller II brings to the Board of Directors over 20 years of experience in a variety of leadership positions with Miller Industries, Inc., and a strategic perspective as a member of the Company’s executive team. In addition, Mr. Miller II contributes valuable insight into the strategic direction of the Company and provides essential guidance to the Board of Directors based on his intimate knowledge of the business and day-to-day operations of the Company. We believe these experiences, qualifications, attributes, and skills qualify Mr. Miller II to serve as a member of our Board. |

  12. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  13. Director Nominees

    | Dr. Javier Reyes Age 50 Director since: 2023 Independent Director Board Committees: ▪ Governance & Sustainability Committee | Chancellor of the University of Massachusetts Amherst | | | Other Current Public Directorships City Holding Company - the holding company of City National Bank of West Virginia (NASDAQ: CHCO) | | | Professional Experience ◾ Chancellor of the University of Massachusetts Amherst from July 2023 to present, and Interim Chancellor at the University of Illinois from July 2022 to July 2023. ◾ Prior to his promotion to Interim Chancellor, Dr. Reyes served as Provost and Vice Chancellor for Academic Affairs. ◾ Dr. Reyes served as Milan Puskar Dean of the John Chambers College of Business and Economics at West Virginia University from 2016 to July 2021. While at West Virginia University, Dr. Reyes served as Vice President for Start-up West Virginia from November 2018 until July 2021. ◾ Prior to that, Dr. Reyes served as a 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. |

  14. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  15. Director Nominees

    | Dr. Susan Sweeney Age 61 Director since: 2023 Independent Director Board Committees: ▪ Audit Committee (Chair) | Executive Vice President and Chief Human Resource Officer of Virginia Transformer Corp. | | | Other Current Public Directorships None | | | Professional Experience ◾ Executive Vice President and Chief Human Resource Officer of Virginia Transformer Corp. beginning in April 2025. ◾ Chief Human Resource Officer for Enpro Inc. from 2020 to 2022. Prior to taking this position, Dr. Sweeney held the position of Division President of GGB Bearing Technology (GGB), which was then an Enpro subsidiary, for seven years with strategy and P&L responsibility in North America, South America, Europe, and Asia. ◾ Prior to that, Dr. Sweeney served as an executive with General Motors Company with responsibilities focused on assembly, engineering, supply chain, quality, and site management at multiple locations in the United States and Canada. | | | Qualifications Dr. Sweeney brings to the Board extensive manufacturing expertise and experience leading global teams and solving complex business issues, as well as significant experience in workforce development. Through her former position as Division President of GGB, Dr. Sweeney brings leadership experience and a thorough and insightful perspective to a wide range of financial, regulatory, and risk management issues. Additionally, Dr. Sweeney’s experience in executive-level roles at companies in other industries further demonstrates her leadership capability and broad knowledge of financial and operational issues that companies face. We believe these experiences, qualifications, attributes, and skills qualify Dr. Sweeney to serve as a member of our Board. |

  16. Director Nominees

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  17. Director Nominees

    | Leigh Walton Age 74 Director since: 2020 Independent Director Board Committees: ▪ Audit Committee ▪ Compensation Committee ▪ Governance & Sustainability Committee (Chair) | Partner at Bass, Berry & Sims, PLC | | | Other Current Public Directorships None | | | Professional Experience ◾ Partner at Bass, Berry & Sims, PLC. ◾ Served for three years as Chair of the American Bar Association’s Mergers & Acquisitions Committee, an organization with over 5,000 members in 40 countries. ◾ In September 2019, Ms. Walton was elected as a member of the American College of Governance Counsel, a professional, educational, and honorary association of lawyers widely recognized for their achievements in the field of corporate governance. | | | Qualifications Ms. Walton brings to the Board over 40 years of expertise advising companies in the areas of corporate governance, mergers & acquisitions, private equity transactions, and securities offerings. Ms. Walton also has extensive background in public company board responsibilities, processes, and dynamics through her service as an advisor to numerous public company boards over many years. Ms. Walton was also recognized for her achievements in the field of corporate governance. We believe these experiences, qualifications, attributes, and skills qualify Ms. Walton to serve as a member of our Board. |

  18. Director Compensation for Fiscal 2024

    Director Compensation for Fiscal 2024 Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors. During 2024, non-employee directors received annual compensation comprised of a cash component and an equity component. 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, during fiscal 2024, each non-employee director received, (i) an annual cash payment of $95,000, and (ii) an annual equity award of restricted stock units valued at $80,000 based on the closing price of the Company’s Common Stock on the date of grant, in each case, as compensation for service on the Board. In addition, during 2024, the Lead Independent Director, the Audit Committee Chair, the Compensation Committee Chair, and the Governance & Sustainability Committee Chair each received an annual cash payment of $20,000, $20,000, $15,000, and $10,000, respectively, for serving in such capacity.

  19. Director Compensation for Fiscal 2024

    | PROXY STATEMENT | PROPOSAL 1 – Election of Directors |

  20. Director Compensation for Fiscal 2024

    Under the Company’s non-employee director compensation program, each of the non-employee directors was granted 1,429 restricted stock units as compensation for service on the Board during 2024 based on the closing price of the Company’s Common Stock on the NYSE on June 21, 2024, which was $56.00. 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 2024:

  21. Director Compensation for Fiscal 2024

    | Name (1) | Fees Earned or Paid in Cash (2) | Stock Awards (3) | All Other Compensation (4) | Total | | Theodore H. Ashford III (5) | $114,667 | $80,000 | $1,262 | $195,928 | | A. Russell Chandler III (6) | 110,000 | 80,000 | 1,262 | 191,262 | | Peter Jackson | 95,000 | 80,000 | 1,262 | 176,262 | | Dr. Javier Reyes | 95,000 | 80,000 | 1,262 | 176,262 | | Richard H. Roberts (7)(8) | 42,916 | 32,000 | 447 | 75,364 | | Jill Sutton | 95,000 | 80,000 | 1,262 | 176,262 | | Dr. Susan Sweeney (7) | 111,667 | 80,000 | 1,262 | 192,928 | | Leigh Walton (9) | 105,000 | 80,000 | 1,262 | 186,262 |

  22. Director Compensation for Fiscal 2024

    | (1) Mr. Miller and Mr. Miller II served as directors of the Company during fiscal 2024 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 2024. Mr. Miller and Mr. Miller II are named executive officers of the Company. |

  23. Director Compensation for Fiscal 2024

    | (2) Represents the annual retainer fee of $95,000 earned for fiscal 2024 and paid quarterly in arrears, plus any Lead Independent Director and/or Committee Chair annual cash payments, as further noted in footnotes (5), (6), (7), and (9) below. |

  24. Director Compensation for Fiscal 2024

    | (3) Represents the annual award of restricted stock units valued at $80,000 earned by each non-employee director for fiscal 2024. Amounts for restricted stock units reflect the full grant date fair value in accordance with FASB ASC 718. The grant date fair values were calculated using the full market value of the shares underlying the restricted stock units at the date of grant. As of December 31, 2024, each of the non-employee directors held 1,429 time-based restricted stock units. |

  25. Director Compensation for Fiscal 2024

    | (4) Consists solely of the dollar value of any dividends accrued on unvested time-based restricted stock units that were granted in May 2023 and June 2024. No amounts are indicated for perquisites and other personal benefits, as the value did not exceed $10,000 for any individual non-employee director. |

  26. Director Compensation for Fiscal 2024

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

  27. Director Compensation for Fiscal 2024

    | (6) The Compensation Committee Chair receives an annual cash payment of $15,000 for serving as committee chair. |

  28. Director Compensation for Fiscal 2024

    | (7) 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. |

  29. Director Compensation for Fiscal 2024

    | (8) Mr. Roberts retired from the Board at the Company’s 2024 annual meeting of shareholders held on June 21, 2024. |

  30. Director Compensation for Fiscal 2024

    | (9) The Governance & Sustainability Committee Chair receives an annual cash payment of $10,000 for serving as committee chair. |

  31. Executive Compensation Objectives and Philosophy

    Executive Compensation Objectives and Philosophy In 2024, the Company held a shareholder advisory vote on the compensation of its named executive officers, commonly referred to as the “say-on-pay” vote. The Company’s shareholders overwhelmingly approved the compensation of the named executive officers with 94.5% of shareholder votes cast in favor of the say-on-pay resolution. As the Compensation Committee (the “Committee” for purposes of this Compensation Discussion and Analysis) evaluated its compensation policies and overall objectives for 2024, it took into consideration this strong support of the shareholders for the Company’s compensation policies. The Committee intends to continue to take the results of the annual say-on-pay vote into account. Our philosophy is to “pay for performance” in order to drive business results and maximize shareholder value. The executive compensation program balances performance incentives through a mixture of cash and stock-based compensation elements. Stock-based compensation, which has to date consisted of restricted stock units (“RSUs”), is structured to pay for performance by linking each annual award directly to our adjusted pretax income. Adjusted pretax income is a financial measure that was not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The levels of each element of compensation for the named executive officers are determined based on several factors, which may include the Company’s historical performance and relative shareholder return, our informal assessment of compensation paid to executives in comparable industries, the amount and the elements of compensation provided in previous years, the relative compensation levels of our executive officers, the importance of retaining a named executive officer, a named executive officer’s potential to assume greater responsibilities in the future, our expectations for the Company’s future financial performance, and other matters that we deem relevant. In addition, we consider the years and level of experience and the responsibilities of each named executive officer, his or her individual performance, and the personal contributions he or she makes to the success of the Company. Leadership skills, analytical skills, organization development, public affairs, and civic involvement have been, and will continue to be, deemed to be important qualitative factors to take into account in considering elements and levels of compensation. The Committee has worked with management and its independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to design the current executive compensation programs, following the belief that compensation should reflect the value created for our shareholders while furthering our strategic goals. See “Independent Compensation Consultant” below. In doing so, our compensation programs are designed to achieve the following key objectives:

  32. 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. |

  33. 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 2024 annual meeting have included providing input on annual salary increases based on its review of available compensation surveys and its experience in these areas, 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 in April 2023 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 executive compensation program 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 on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors. The Committee expects that Pearl Meyer will meet with the Committee and attend Committee meetings in person or by telephone as requested by the Committee.

  34. Role of Compensation Consultant

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  35. Executive Annual Bonus Program

    Executive Annual Bonus Program In April 2023, the Committee, with input from its independent compensation consultant, adopted the Executive Annual Bonus Program. The purpose of the Executive 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 Executive Annual Bonus Program reflected the following changes to the 2022 Cash Bonus Program, which applied to performance in 2023 and earlier:

  36. 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; |

  37. 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 |

  38. Executive Annual Bonus Program

    | ● | A portion of the earned incentive opportunity (which portion increases at higher earnings levels) is paid in equity, which to date has consisted of Restricted Stock Units (RSUs) with 3-year ratable vesting and a 5-year holding requirement. |

  39. Executive Annual Bonus Program

    The Executive 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.

  40. Executive Annual Bonus Program

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  41. 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:

  42. Executive Annual Bonus Program

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

  43. Executive Annual Bonus Program

    The bonus pool for any fiscal year is allocated among the NEOs as follows:

  44. 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% |

  45. Executive Annual Bonus Program

    | (1) Mr. Miller does not participate in the Executive Annual Bonus Program but instead participates in the Executive Chairman Annual Bonus Program described below. |

  46. Executive Annual Bonus Program

    In March 2025, 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 Executive Annual Bonus Program, after concluding that 2024 Adjusted Pretax Income was $98.8 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 2025, with respect to performance during fiscal 2024, and are reflected in the Summary Compensation table below as part of 2024 compensation. RSUs granted in 2025 with respect to 2024 performance will be reflected in the Summary Compensation table of next year’s proxy statement with respect to the Company’s 2026 annual meeting of shareholders. Below are the cash bonuses paid and number of RSU’s granted to each of our NEOs pursuant to the Executive Annual Bonus Program in 2025 with respect to 2024 performance:

  47. Executive Annual Bonus Program

    | Name | Fiscal 2024 Cash Bonus | Fiscal 2024 Number of RSUs Granted (1) | | William G. Miller II | $2,556,823 | 57,200 | | Deborah L. Whitmire | 778,163 | 17,409 | | William G. Miller (2) | — | — | | Jeffrey I. Badgley | 444,665 | 9,948 | | Josias W. Reyneke | 444,665 | 9,948 | | Vincent Tiano | 444,665 | 9,948 |

  48. Executive Annual Bonus Program

    | (1) Each restricted stock unit represents a contingent right to receive one share of Common Stock. These restricted stock units vest in three equal annual installments commencing on March 15, 2026 and are subject to a 5-year holding requirement. |

  49. Executive Annual Bonus Program

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

  50. Executive Annual Bonus Program

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  51. Executive Chairman Annual Bonus Program

    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”). Under the Executive Chairman Annual Bonus Program, the Executive Chairman would receive an award of $225,000, $675,000, or $1,013,000 if Adjusted Pretax Income (using the same definition as in the Executive 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 applicable to the annual bonus payable to the Executive Chairman in 2025 with respect to performance during 2024. In March 2025, after review of the Company’s financial performance, the Committee concluded that 2024 Adjusted Pretax Income was $98.8 million and approved a cash bonus of $1,333,994 based on application of the existing terms of the plan. This amount is reflected in the Summary Compensation table below as part of 2024 compensation. The Company retains the right to modify, amend or terminate this bonus program at any time.

  52. 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 Meyer recommended, and the Committee approved, the following peer group for fiscal 2024 and 2023. In October 2023, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its peer group for fiscal 2024 and 2023.

  53. Compensation Peer Group

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

  54. Compensation Peer Group

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

  55. Compensation Peer Group

    | ◾ | Industry and business model comparability; |

  56. 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 |

  57. Compensation Peer Group

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

  58. Change in Control Provisions

    Change in Control Provisions As part of its comprehensive review of executive compensation with the assistance of Pearl Meyer, its independent compensation consultant, the Committee approved a Change in Control Severance Plan on April 11, 2023, with all the Company’s executive officers (the “Participants”) 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 compensation 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 the Company’s executive officers that were comparable to those of its peer group. On November 10, 2024, the Committee approved the First Amended and Restated Change in Control Severance Plan (as amended, the “Amended CIC Plan”), which provides for certain changes to the Company’s existing Change in Control Severance Plan. In connection with the adoption of the Amended CIC Plan, the Committee determined that only the following seven senior executive officers of the Company will be eligible to participate in the Amended CIC Plan: (i) William G. Miller II, President and Chief Executive Officer, (ii) Deborah L. Whitmire, Executive Vice President, Chief Financial Officer and Treasurer, (iii) William G. Miller, Executive Chairman of the Board, (iv) Jeffrey I. Badgley, President of International and Military, (v) Josias W. Reyneke, Vice President and Chief Information Officer, (vi) Vincent Tiano, Vice President and Chief Revenue Officer and (vii) Frank Madonia, Executive Vice President, Secretary and General Counsel. The Committee adopted the changes to the existing plan to enhance executive retention and better align the interests of the Company’s senior executive team with shareholders in connection with any change in control of the Company. In particular, the Amended CIC Plan increased the payout multiples of base salary and annual cash bonus for (i) Mr. Miller II to 2.99x from 2.0x, (ii) Ms. Whitmire and Mr. Miller, to 2.5x from 1.5x, and (iii) the remainder of the Company’s seven current senior executive officers participating in the Amended CIC Plan to 2.0x from 1.5x. Based in part upon guidance from Pearl Meyer, the Committee believes that the multiples are within reasonable market levels for change in control related severance benefits and further reflects the Company’s senior executive team’s efforts in driving the substantial increase in shareholder valuation of the Company over the last several years. The Amended CIC Plan provides that plan participants will be entitled to their applicable payouts on the first to occur of either (i) a change in control, provided that, if requested by the buyer, such participants have committed to continue working for the Company for a period of at least one year after the conclusion of the change in control transaction at the same rate of total compensation as such executive(s) received for the year in which the change in control occurred and in such role and capacity as reasonably determined by the buyer in the change in control transaction, or (ii) termination of employment by the Company without “cause” or by the executive with “good reason”, each as defined in the Amended CIC Plan, without regard to whether a change in control has occurred. In addition, in connection with a qualifying termination or change in control, 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

  59. Change in Control Provisions

    | PROXY STATEMENT | Compensation Discussion and Analysis |

  60. Change in Control Provisions

    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. The Amended CIC Plan also provides for the following treatment of unvested time-based and performance-based equity awards (if granted in the future) upon the applicable triggering event:

  61. Change in Control Provisions

    | ● | Time-Based Vesting Awards: Time-based equity awards would vest fully upon the triggering event. |

  62. Change in Control Provisions

    | ● | Performance-Based Vesting Awards: Performance-based equity awards would vest at the greater of actual and target at the time of the triggering event. |

  63. Change in Control Provisions

    The Committee, in consultation with Pearl Meyer, believes these changes (i) better align interests of the executive team with those of the Company’s shareholders in evaluating any potential change in control transaction, and (ii) provide the executive team with certainty that their contributions over the years that resulted in substantial increases in shareholder value will be recognized with a change in control transaction where investors also derive premium valuations. The latter is a unique consideration for the Company given the limited use of equity-based compensation prior to 2022, which results in the executive team having lower levels of stock ownership and therefore lower realized value from any transaction. The Amended CIC Plan also amends the definition of a “change in control” to include a 50% change in the incumbent members of the Board (with the “Incumbent Board” defined under the Amended CIC Plan as the current board of directors of the Company and those directors elected or nominated for election by a majority of the current board of directors of the Company). The Amended CIC Plan further provides that a director seated on the Board after the date hereof as a result of a proxy fight will always be considered a non-incumbent director on the Board, even if a majority of the directors approve of such director. In addition, the Amended CIC Plan amends the definition of “good reason” to (i) include a change in title or reporting relationship for the executive, (ii) eliminate the ability of the Company to make across-the-board compensation reductions affecting similarly situated executives without triggering “good reason”, (iii) include a material reduction to any material element of the executive’s compensation, and (iv) decrease the relocation radius that would trigger “good reason” from 50 miles to 25 miles. The Amended CIC Plan has been revised to provide that it cannot be amended or terminated in any manner that would reduce benefits to a Participant without the Participant’s express written consent, except to the minimum extent required to comply with any applicable law.

  64. Employment Agreements

    Employment Agreements During fiscal 2024, the Company did not have any employment agreements with any of its named executive officers.

  65. Severance Agreements

    Severance Agreements None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our Amended CIC Plan and other than certain change in control provisions in our equity plans.

  66. Timing of Equity Awards

    Timing of Equity Awards We do not have a policy or practice regarding the timing for granting stock options or stock appreciation rights, as we do not currently grant these types of awards under our compensation program. We do currently grant restricted stock units under our executive annual bonus program, if earned based on performance achievement, with annual grants of these types of equity awards generally decided during the Committee’s meeting held in February and/or March of each year. The restrictive stock unit grants with respect to 2024 performance became effective on March 15, 2025. This timing was intended to ensure that the grants were issued after the release of the previous fiscal year’s earnings information, when the public was aware of the information and the information was reflected in the stock price used to value the awards. The Committee currently expects to continue this practice with respect to annual equity awards made pursuant to the Executive Annual Bonus Plan. Outside of our annual equity award cycle, we may grant equity awards at other times throughout the year, such as to new employee hires, to employees receiving promotions, for retention purposes, or in other relevant circumstances. The Committee neither grants equity awards in anticipation of the release of material nonpublic information, nor is the timing of disclosures of material nonpublic information based on equity award grant dates.

  67. Timing of Equity Awards

    | PROXY STATEMENT | Report of the Compensation Committee |

  68. 2024 Summary Compensation Table

    2024 Summary Compensation Table The following table contains compensation for each of our named executive officers for fiscal years 2024, 2023, and 2022.

  69. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus (1) ($) | Stock Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | All Other Compensation (4) ($) | Total ($) | | William G. Miller II | 2024 | 795,600 | 1,750 | 2,110,525 | 2,556,823 | 55,792(5) | 5,520,489 | | President and Chief Executive Officer | 2023 | 762,501 | 1,500 | — | 2,249,277 | 43,867(5) | 3,057,145 | | | 2022 | 608,382 | 500 | 1,797,000 | 355,020 | 8,601(5) | 2,769,503 | | Deborah L. Whitmire | 2024 | 468,000 | 1,750 | 642,343 | 778,163 | 27,573(6) | 1,917,829 | | Executive Vice President, Chief Financial Officer, and Treasurer | 2023 | 447,692 | 1,500 | — | 684,563 | 9,726(6) | 1,143,481 | | | 2022 | 333,366 | 500 | 898,500 | 147,926 | 8,601(6) | 1,388,893 | | William G. Miller | 2024 | 689,000 | 1,750 | — | 1,333,994 | 738(7) | 2,025,482 | | Executive Chairman of the Board of Directors | 2023 | 662,501 | 500 | — | 1,173,536 | 1,476(7) | 1,838,013 | | | 2022 | 636,714 | — | — | — | 1,476(7) | 638,190 | | Jeffrey I. Badgley | 2024 | 627,317 | 1,750 | 367,035 | 444,665 | 9,732(8) | 1,450,499 | | President of International and Military | 2023 | 603,190 | 1,500 | — | 391,179 | 9,726(8) | 1,005,595 | | | 2022 | 579,711 | 500 | 898,500 | 236,680 | 8,601(8) | 1,723,992 | | Josias W. Reyneke | 2024 | 364,000 | 1,750 | 367,035 | 444,665 | 10,101(9) | 1,187,551 | | Vice President and Chief Information Officer | 2023 | 349,230 | 1,500 | — | 391,179 | 9,726(9) | 751,635 | | | 2022 | 269,386 | 500 | 299,500 | 147,926 | 8,601(9) | 725,913 | | Vincent Tiano | 2024 | 364,000 | 1,750 | 367,035 | 444,665 | 10,101(10) | 1,187,551 | | Vice President and Chief Revenue Officer | 2023 | 349,230 | 1,500 | — | 391,179 | 9,726(10) | 751,635 | | | 2022 | 288,640 | 500 | 299,500 | 147,926 | 8,601(10) | 745,167 |

  70. 2024 Summary Compensation Table

    | (1) These amounts reflect discretionary holiday cash bonuses that are awarded to all employees (other than Mr. Miller in 2022) in the amounts of $1,750, $1,500, and $500 in 2024, 2023, and 2022, respectively. |

  71. 2024 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 2025 with respect to the Company’s 2024 performance will be reflected in the summary compensation table of next year’s proxy statement for the Company’s 2026 annual meeting of shareholders. See “Compensation Discussion and Analysis – Executive Annual Bonus Program” for more information regarding the restricted stock units granted in 2025 to the named executive officers with respect to 2024 performance. |

  72. 2024 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 2024, were paid in 2025 for performance in fiscal 2024, (ii) for 2023, were paid in 2024 for performance in fiscal 2023, and (iii) for 2022, were paid in 2023 for performance in fiscal 2022. |

  73. 2024 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 and Ms. Whitmire in 2024, and for Mr. Miller II in 2023. |

  74. 2024 Summary Compensation Table

    | (5) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,625, $8,250, and $7,125 for fiscal years 2024, 2023, and 2022, respectively and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2024, 2023, and 2022, respectively. In fiscal 2024, amount also includes $5,307 for club membership dues. In fiscal 2024 and 2023, amount also includes $2,117 and $2,384 for automobile expenses, respectively, and $38,266 and $31,757 in aggregate incremental cost arising out of personal use of the Company’s aircraft, respectively. Such incremental cost is the direct cost per hour multiplied by the number of hours of use, plus any incidental expenses. Fixed costs, which do not change based on usage, such as aircraft purchase costs, pilot salaries and the cost of maintenance not related to specific trips, are excluded from the calculation of incremental cost. |

  75. 2024 Summary Compensation Table

    | (6) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,625, $8,250, and $7,125 for fiscal years 2024, 2023, and 2022, respectively, and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2024, 2023 and 2022, respectively. In fiscal 2024, amount also includes $7,576 for club membership dues, $1,340 for automobile expenses, and $8,556 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 |

  76. 2024 Summary Compensation Table

    | PROXY STATEMENT | Executive Compensation Tables |

  77. 2024 Summary Compensation Table

    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.

  78. 2024 Summary Compensation Table

    | (7) Amount includes Company paid life insurance premiums in the amount of $738, $1,476, and $1,476 for fiscal years 2024, 2023, and 2022, respectively. |

  79. 2024 Summary Compensation Table

    | (8) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,625, $8,250, and $7,125 for fiscal years 2024, 2023, and 2022, respectively, and Company paid life insurance premiums in the amount of $1,107, $1,476, and $1,476 for fiscal years 2024, 2023, and 2022, respectively. |

  80. 2024 Summary Compensation Table

    | (9) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,625, $8,250, and $7,125 for fiscal years 2024, 2023, and 2022, respectively, and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2024, 2023, and 2022, respectively. |

  81. 2024 Summary Compensation Table

    | (10) Amount includes Company matching contribution to the 401(k) Plan in the amount of $8,625, $8,250, and $7,125 for fiscal years 2024, 2023, and 2022, respectively, and Company paid life insurance premiums in the amount of $1,476 for fiscal years 2024, 2023, and 2022, respectively. |

  82. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards The following table provides information about our 2024 equity awards granted to our named executive officers during the year ended December 31, 2024.

  83. Fiscal 2024 Grants of Plan-Based Awards

    | Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (1) # | Grant Date Fair Value of Stock, Unit, and Option Awards (2) $ | | William G. Miller II | 3/6/2024 | 49,906 | 2,249,263 | | Deborah L. Whitmire | 3/6/2024 | 15,189 | 684,568 | | William G. Miller | – | – | – | | Jeffrey I. Badgley | 3/6/2024 | 8,679 | 391,163 | | Josias W. Reyneke | 3/6/2024 | 8,679 | 391,163 | | Vincent Tiano | 3/6/2024 | 8,679 | 391,163 |

  84. Fiscal 2024 Grants of Plan-Based Awards

    | (1) This column represents time-based restricted stock units granted to the named executive officers during 2024 under the Company’s 2016 Stock Incentive Plan. These restricted stock units vest in three equal annual installments commencing on March 6, 2025. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |

  85. Fiscal 2024 Grants of Plan-Based Awards

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

  86. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024 The table below shows the number of shares underlying unvested restricted stock units held by our named executives at fiscal year end 2024.

  87. Outstanding Equity Awards at Fiscal Year End 2024

    | | Stock Awards | | | | | Name | Number of Shares or Restricted Stock Units that Have Not Vested (1) # | Market Value of Shares or Restricted Stock Units That Have Not Vested (2) $ | Equity Incentive Plan Awards: Number of Unearned Shares, Restricted Stock Units or Other Rights That Have Not Vested (3) # | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Restricted Stock Units or Other Rights That Have Not Vested (4) $ | | William G. Miller II | 36,000 | 2,352,960 | 49,906 | 3,261,856 | | Deborah L. Whitmire | 18,000 | 1,176,480 | 15,189 | 992,753 | | William G. Miller | – | – | – | – | | Jeffrey I. Badgley | 18,000 | 1,176,480 | 8,679 | 567,259 | | Josias W. Reyneke | 6,000 | 392,160 | 8,679 | 567,259 | | Vincent Tiano | 6,000 | 392,160 | 8,679 | 567,259 |

  88. Outstanding Equity Awards at Fiscal Year End 2024

    | PROXY STATEMENT | Executive Compensation Tables |

  89. Outstanding Equity Awards at Fiscal Year End 2024

    | (1) Non-equity incentive plan awards issued and outstanding as of December 31, 2024, consisted of time-based restricted stock units granted on March 1, 2022, that vest in five equal annual installments commencing on March 1, 2023. The awards are generally subject to the executive’s continued service with the Company through the applicable vesting dates. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |

  90. Outstanding Equity Awards at Fiscal Year End 2024

    | (2) The market value of these awards was computed based on the closing price of the Company’s Common Stock on December 31, 2024, of $65.36. |

  91. Outstanding Equity Awards at Fiscal Year End 2024

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

  92. Outstanding Equity Awards at Fiscal Year End 2024

    | (4) The market value of these awards was computed based on the closing price of the Company’s Common Stock on December 31, 2024, of $65.36. |

  93. Stock Vested in Fiscal Year 2024

    Stock Vested in Fiscal Year 2024 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, 2024:

  94. Stock Vested in Fiscal Year 2024

    | | Stock Awards (1) | | | Name | Number of Shares Acquired on Vesting | Value Realized on Vesting | | William G. Miller II | 12,000 | $543,360 | | Deborah L. Whitmire | 6,000 | $271,680 | | William G. Miller | — | $— | | Jeffrey I. Badgley | 6,000 | $271,680 | | Josias W. Reyneke | 2,000 | $90,560 | | Vincent Tiano | 2,000 | $90,560 |

  95. Stock Vested in Fiscal Year 2024

    | (1) Represents the vesting of time-based restricted stock units on March 1, 2024. The value realized on vesting of these restricted stock units was computed based on the closing price of the Company’s Common Stock on March 1, 2024, of $45.28. Each restricted stock unit represents a contingent right to receive one share of Common Stock. |

  96. Potential Payment upon Termination or Change in Control

    Potential Payment upon Termination or Change in Control As part of its comprehensive review of executive compensation with the assistance of Pearl Meyer, its independent compensation consultant, the Compensation Committee approved Change in Control Severance Plan on April 11, 2023, with all the Company’s executive officers being 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 Compensation Committee’s independent compensation consultant reported that a comparable plan was in place at every member of the Company’s peer group, and the Compensation Committee wanted to offer benefits to the Company’s executive officers that were comparable to those of its peer group. On November 10, 2024, the Compensation Committee approved the First Amended and Restated Change in Control Severance Plan (as amended, the “Amended CIC Plan”), which provides for certain changes to the Company’s existing Change in Control Severance Plan. In connection with the adoption of the Amended CIC Plan, the Committee determined that only the following seven senior executive officers of the Company will be eligible to participate in the Amended CIC Plan (collectively, the “Participants”): (i) William G. Miller II, President and Chief Executive Officer, (ii) Deborah L. Whitmire, Executive Vice President, Chief Financial Officer and Treasurer, (iii) William G. Miller, Executive Chairman of the Board, (iv) Jeffrey I. Badgley, President of International and Military, (v) Josias W. Reyneke, Vice President and Chief Information Officer, (vi) Vincent Tiano, Vice President and Chief Revenue Officer and (vii) Frank Madonia, Executive Vice President, Secretary and General Counsel. The Compensation Committee adopted the changes to the existing plan to enhance executive retention and better align the interests of the Company’s senior executive team with shareholders in connection with any change in control of the Company. In particular, the Amended CIC Plan increased the payout multiples of base salary and annual cash bonus for (i) Mr. Miller II to 2.99x from 2.0x, (ii) Ms. Whitmire and Mr. Miller, to 2.5x from 1.5x, and (iii) the remainder of the Company’s seven current senior executive officers participating in the Amended CIC Plan to 2.0x from 1.5x. Based in part upon guidance from Pearl Meyer, the Compensation Committee believes that the multiples are within reasonable market levels for change in control related severance benefits and further reflects the Company’s senior executive team’s efforts in driving the substantial increase in shareholder valuation of the Company over the last several years. The Amended CIC Plan provides that Participants will be entitled to their applicable payouts on the first to occur of either (i) a change in control, provided that, if requested by the buyer, such Participants have committed to continue working for the Company for a period of at least one year after the conclusion of the change in control transaction at the same rate of total compensation as such executive(s) received for the year in which the change in control occurred and in such role and capacity as reasonably determined by the buyer in the change in control transaction, or (ii) termination of employment by the Company without “cause” or by the executive with “good reason”, each as defined in the Amended CIC Plan, without regard to whether a change in control has occurred. In addition, in connection with a change in control or 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. The Amended CIC Plan also provides for the following treatment of unvested time-based and performance-based equity awards (if granted in the future) upon the applicable triggering event:

  97. Potential Payment upon Termination or Change in Control

    | ● | Time-Based Vesting Awards: Time-based equity awards would vest fully upon the triggering event. |

  98. Potential Payment upon Termination or Change in Control

    | ● | Performance-Based Vesting Awards: Performance-based equity awards would vest at the greater of actual and target at the time of the triggering event. |

  99. Potential Payment upon Termination or Change in Control

    The Compensation Committee, in consultation with Pearl Meyer, believes these changes (i) better align interests of the executive team with those of the Company’s shareholders in evaluating any potential change in control transaction, and (ii) provide the executive team with certainty that their contributions over the years that resulted in substantial increases in shareholder value will be recognized with a change in control transaction where investors also derive premium

  100. Potential Payment upon Termination or Change in Control

    | PROXY STATEMENT | Executive Compensation Tables |

  101. Potential Payment upon Termination or Change in Control

    valuations. The latter is a unique consideration for the Company given the limited use of equity-based compensation prior to 2022, which results in the executive team having lower levels of stock ownership and therefore lower realized value from any transaction. The Amended CIC Plan also amends the definition of a “change in control” to include a 50% change in the incumbent members of the Board (with the “Incumbent Board” defined under the Amended CIC Plan as the current board of directors of the Company and those directors elected or nominated for election by a majority of the current board of directors of the Company). The Amended CIC Plan further provides that a director seated on the Board after the date hereof as a result of a proxy fight will always be considered a non-incumbent director on the Board, even if a majority of the directors approve of such director. In addition, the Amended CIC Plan amends the definition of “good reason” to (i) include a change in title or reporting relationship for the executive, (ii) eliminate the ability of the Company to make across-the-board compensation reductions affecting similarly situated executives without triggering “good reason”, (iii) include a material reduction to any material element of the executive’s compensation, and (iv) decrease the relocation radius that would trigger “good reason” from 50 miles to 25 miles. The Amended CIC Plan has been revised to provide that it cannot be amended or terminated in any manner that would reduce benefits to a Participant without the Participant’s express written consent, except to the minimum extent required to comply with any applicable law. Under the Amended CIC Plan, upon a change in control or upon a qualifying termination without a change in control, for each of the named executive officers, the estimated payments and benefits are as follows if the change in control or qualifying termination was effective as of December 31, 2024:

  102. Potential Payment upon Termination or Change in Control

    | Name | Cash Severance Payment (1) | Value of Accelerated Stock Vesting (2) | | William G. Miller II | $8,869,635 | $5,614,816 | | Deborah L. Whitmire (3) | 3,256,196 | 2,169,233 | | William G. Miller | 4,563,958 | — | | Jeffrey I. Badgley | 2,862,458 | 1,743,739 | | Josias W. Reyneke | 1,648,070 | 959,419 | | Vincent Tiano | 1,633,690 | 959,419 |

  103. Potential Payment upon Termination or Change in Control

    | (1) Consists of the following: (i) a severance amount equal to the named executive officer’s payout multiple, multiplied by the sum of his or her base salary and the average annual cash bonus for the prior two years, (ii) his or her pro-rated annual bonus for 2024, and (iii) eighteen (18) times the monthly COBRA premium to continue coverage under the Company’s group health plan. |

  104. Potential Payment upon Termination or Change in Control

    | (2) Reflects all unvested time-based equity awards, which would vest fully upon the triggering event. The market value of these awards was computed based on the closing price of the Company’s Common Stock on December 31, 2024, of $65.36. |

  105. Potential Payment upon Termination or Change in Control

    | (3) Amount excludes any payments with respect to COBRA premiums because Ms. Whitmire was not covered under the Company’s health insurance plans during 2024. |

  106. 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:

  107. CEO Pay Ratio

    | ◾ | The median employee was identified using the Company’s employee population on December 31, 2024. |

  108. CEO Pay Ratio

    | PROXY STATEMENT | Executive Compensation Tables |

  109. CEO Pay Ratio

    | ◾ | The Company determined that, as of December 31, 2024, its population of employees consisted of 1,711 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. |

  110. 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 2024, as reported to the Internal Revenue Service on Form W-2 for U.S. employees or the equivalent agency for non-U.S. employees. For purposes of the compensation elements paid in Euro and GBP, the Company applied a Euro to U.S. dollar exchange rate and a GBP to U.S. dollar exchange rate, using the average yearly rate of exchange during 2024 of: (i) Euros to U.S. dollars of 1.0835, and (ii) GBP to U.S. dollars of 1.2780. No cost-of-living adjustments were made in identifying the median employee. |

  111. 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. |

  112. CEO Pay Ratio

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

  113. CEO Pay Ratio

    | Annual Compensation | | | Median Employee | $62,605 | | CEO (Mr. Miller II) | $5,520,489 | | CEO Pay Ratio | 88 |

  114. CEO Pay Ratio

    Based on this information for fiscal 2024, we reasonably estimate that the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 88 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.

  115. 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.

  116. Pay Versus Performance

    | PROXY STATEMENT | Executive Compensation Tables |

  117. Pay Versus Performance

    | | Summary Compensation Table Total | | Compensation Actually Paid | | | | Value of Initial Investment Based On: | | | | | Year | CEO (William G. Miller II) (1) ($) | CEO (Jeffrey I. Badgley) (1) ($) | CEO (William G. Miller II) (1)(2) ($) | CEO (Jeffrey I. Badgley) (1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Paid to Non-CEO NEOs ($) | Miller Industries TSR* ($) | Peer Group TSR* (4) ($) | Net Income (in thousands) ($) | Adjusted Pretax Income (in thousands) (5) ($) | | 2024 | 5,520,489 | – | 7,399,482 | – | 1,553,782 | 2,004,340 | 194 | 82 | 63,494 | 98,814 | | 2023 | 3,057,145 | – | 3,825,865 | – | 1,098,072 | 1,354,312 | 124 | 83 | 58,291 | 86,929 | | 2022 | 2,769,503 | 1,723,992 | 2,572,103 | 1,625,292 | 844,815 | 795,465 | 77 | 70 | 20,346 | 29,585 | | 2021 | 689,213 | 689,213 | 689,213 | 689,213 | 413,604 | 413,604 | 94 | 93 | 16,255 | 22,265 | | 2020 | 760,171 | 760,171 | 760,171 | 760,171 | 369,628 | 369,628 | 104 | 97 | 29,830 | 38,097 |

  118. Pay Versus Performance

    | (1) The table below reflects compensation amounts for two Chief Executive Officers for fiscal 2022, 2021, and 2020. 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. |

  119. Pay Versus Performance

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

  120. 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 2024 and 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. |

  121. Pay Versus Performance

    | (4) Represents the weighted total shareholder return (“TSR”) of the peer group described below (the “Peer Group”), weighted according to the respective companies’ stock market capitalization at the beginning of each calendar year. The Peer Group used for this purpose is a peer group recommended by the Compensation Committee’s independent compensation consultant, Pearl Meyer, which group was used and referred to by the Compensation Committee in connection with its review of the Company’s executive compensation program. The Peer Group for fiscal 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, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its Peer Group TSR data for fiscal 2023 and 2024. |

  122. Pay Versus Performance

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

  123. Pay Versus Performance

    | * Total Shareholder Return |

  124. Pay Versus Performance

    | PROXY STATEMENT | Executive Compensation Tables |

  125. 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.

  126. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR

  127. Compensation Actually Paid and Cumulative TSR

    | PROXY STATEMENT | Executive Compensation Tables |

  128. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income

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

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

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

    | PROXY STATEMENT | Executive Compensation Tables |

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

    The following table lists the five financial performance measures that we believe represent the most important financial performance measures we used to link compensation paid to our NEOs to our performance.

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

    | (in thousands, except total shareholder return and earnings per share, diluted) | | | | | | | Measure | 2024 | 2023 | 2022 | 2021 | 2020 | | Revenue | $1,257,500 | $1,153,354 | $848,456 | $717,476 | $651,286 | | EBITDA (a Non-GAAP Measure)(1) | $98,128 | $93,001 | $40,873 | $34,157 | $48,190 | | Adjusted Pretax Income (a Non-GAAP Measure)(2) | $98,814 | $86,929 | $29,585 | $22,265 | $38,097 | | Total Shareholder Return | $194 | $124 | $77 | $94 | $104 | | Earnings Per Share, Diluted | $5.47 | $5.07 | $1.78 | $1.42 | $2.62 |

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

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

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

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

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

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

  136. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth, as of March 31, 2025, certain information with respect to the beneficial ownership of our Common Stock, as defined in Rule 13d-3 of the Exchange Act by (i) each director, (ii) each person listed in the Summary Compensation Table in this proxy statement, and (iii) all current executive officers and directors as a group. Except as otherwise indicated, each of the persons listed has sole voting and investment power with respect to the shares included in the table.

  137. Directors and Executive Officers

    | Name | Amount and Nature of Beneficial Ownership (1) | Percent of Class (2) | | Theodore H. Ashford III (3) | 16,166 | * | | Jeffrey I. Badgley (4) | 15,879 | * | | A. Russell Chandler III (3)(5) | 74,543 | * | | Peter Jackson (3) | 2,755 | * | | William G. Miller | 295,666 | 2.6% | | William G. Miller II (6) | 40,003 | * | | Dr. Javier Reyes (3) | 2,755 | * | | Josias W. Reyneke (3) | 6,759 | * | | Jill Sutton (3) | 2,755 | * | | Dr. Susan Sweeney (3) | 2,755 | * | | Vincent Tiano (7) | 6,759 | * | | Leigh Walton (3) | 7,241 | * | | Deborah L. Whitmire (8) | 17,739 | * | | All Directors and Executive Officers as a Group (14 persons) (9)(10) | 502,254 | 4.4% |

  138. Directors and Executive Officers

    | * Less than one percent. |

  139. Directors and Executive Officers

    | (1) Includes shares of Common Stock of which the named person or entity has the right to acquire beneficial ownership within 60 days of March 31, 2025 through the exercise of any stock option or other right. Unless otherwise noted, the address for each beneficial owner is the Company’s corporate headquarters located at 8503 Hilltop Drive, Ooltewah, Tennessee 37363. |

  140. Directors and Executive Officers

    | (2) The percentage of beneficial ownership is based on 11,459,278 shares of Common Stock issued and outstanding as of March 31, 2025, and represents the percentage that the named person or entity would beneficially own if such person or entity, and only such person or entity, exercised all options and rights to acquire shares of Common Stock that are held by such person or entity and that are exercisable within 60 days of March 31, 2025. |

  141. Directors and Executive Officers

    | (3) Excludes 1,429 shares represented by outstanding and unvested time-based restricted stock units. |

  142. Directors and Executive Officers

    | (4) Excludes 27,734 shares represented by outstanding and unvested time-based restricted stock units. |

  143. Directors and Executive Officers

    | (5) Includes 8,447 shares of Common Stock held by a limited partnership of which Mr. Chandler’s children are limited partners. Mr. Chandler disclaims beneficial ownership with respect to these shares. |

  144. Directors and Executive Officers

    | (6) Excludes 114,471 shares represented by outstanding and unvested time-based restricted stock units. |

  145. Directors and Executive Officers

    | (7) Excludes 19,734 shares represented by outstanding and unvested time-based restricted stock units. |

  146. Directors and Executive Officers

    | (8) Excludes 39,535 shares represented by outstanding and unvested time-based restricted stock units. |

  147. Directors and Executive Officers

    | (9) Includes Frank Madonia, the Company’s Executive Vice President, Secretary and General Counsel. |

  148. Directors and Executive Officers

    | (10) Excludes 19,734 shares represented by outstanding and unvested time-based restricted stock units. |

  149. Directors and Executive Officers

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