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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
|
Filed by the Registrant |
|
Filed by a Party other than the Registrant |
Check the appropriate box: |
|
Preliminary Proxy Statement |
|
Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2)) |
|
Definitive Proxy Statement |
|
Definitive Additional Materials |
|
Soliciting Material under §240.14a-12 |
MUELLER INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check all boxes that apply): |
|
No fee required. |
|
Fee paid previously with preliminary materials. |
|
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
RESULTS AT A GLANCE
SUMMARY
OF OPERATIONS (Dollars in thousands except per share data) | |
2022 ($) | |
2021 ($) | |
2020 ($) | |
2019 ($) | |
2018
($) |
Net sales | |
3,982,455 | |
3,769,345 | |
2,398,043 | |
2,430,616 | |
2,507,878 |
Operating income | |
877,149 | |
655,845 | |
245,838 | |
191,403 | |
172,969 |
Net income | |
658,316 | |
468,520 | |
139,493 | |
100,972 | |
104,459 |
Adjusted EBITDA(1) | |
914,507 | |
645,535 | |
272,399 | |
272,399 | |
208,590 |
Diluted earnings per share | |
11.64 | |
8.25 | |
2.47 | |
1.79 | |
1.82 |
Dividends per share | |
1.00 | |
0.52 | |
0.40 | |
0.40 | |
0.40 |
| |
| |
| |
| |
| |
|
SUMMARY OF CASH FLOW | |
2022 | |
2021 | |
2020 | |
2019 | |
2018 |
(Dollars in thousands) | |
($) | |
($) | |
($) | |
($) | |
($) |
Cash Flow from Operations | |
723,943 | |
311,701 | |
245,073 | |
200,544 | |
167,892 |
Capital Expenditures | |
37,639 | |
31,833 | |
43,885 | |
31,162 | |
38,481 |
Free Cash Flow(2) | |
686,304 | |
279,868 | |
201,188 | |
169,382 | |
129,411 |
| |
| |
| |
| |
| |
|
YEAR-END DATA | |
2022 | |
2021 | |
2020 | |
2019 | |
2018 |
(Dollars in thousands except per share data) | |
($) | |
($) | |
($) | |
($) | |
($) |
Cash, cash equivalents and ST investments | |
678,881 | |
87,924 | |
119,075 | |
97,944 | |
72,616 |
Total Assets | |
2,242,399 | |
1,728,936 | |
1,528,568 | |
1,370,940 | |
1,369,549 |
Total Debt | |
2,029 | |
1,875 | |
327,876 | |
386,254 | |
496,698 |
Ratio of current assets to current liabilities | |
4.4 to 1 | |
2.7 to 1 | |
2.4 to 1 | |
3.0 to 1 | |
3.0 to 1 |
Book value per share | |
31.42 | |
21.33 | |
13.61 | |
11.30 | |
9.67 |
2022 HIGHLIGHTS
(1) |
Adjusted EBITDA is a non-GAAP financial measure.
See Appendix A for a reconciliation of Adjusted EBITDA to our results reported under GAAP. |
(2) |
Free cash flow is a non-GAAP financial measure, which represents
cash flow from operations minus capital expenditures. Both cash flow from operations and capital expenditures presented above
are as reported in the Company’s Annual Reports on Form 10-K for the years presented. |
|
MESSAGE FROM OUR CHAIRMAN
|
|
Dear Stockholders:
2022 was marked by extraordinary
market conditions for our industry, and while our team certainly benefitted from some tailwinds, our exceptional results reflect
our Company’s fundamental strength and resilience, particularly when faced with challenges and uncertainty.
Mueller’s net sales in
2022 eclipsed $3.98 billion, a 5.7% increase over the previous record set in 2021, led by strength in our North American operations,
particularly within our domestic businesses. Most of our U.S. businesses began 2022 where 2021 left off, with demand exceeding
industry capacity and historically high backlogs and lead times. We experienced solid demand in our primary end market, building
construction, led by residential housing starts nearing a 15-year peak.
We achieved $877 million in reported
operating income in 2022, a 33.7% increase over 2021, and our highest ever earnings of $11.64 per diluted share. While record sales
played an important role, continued gross margin improvement propelled our profitability. In conjunction with favorable demand,
gross margins have grown over the past five years due to the following strategic actions:
• |
investments to reduce costs, increase throughput and sustain our operations; |
• |
acquisitions in primary markets and core product lines that have fortified our market positions; and |
• |
the expansion of our portfolio of value-added businesses and products that have higher gross margin profiles. |
Our strong profitability and
working capital management drove $724 million in cash generated by operations, which enabled us to pay down all debt and build
a healthy cash balance to support our capital allocation priorities of reinvestment in our operations, growth through acquisition
and returns to our stockholders. In 2022, we increased our annual dividend by 92% to $1.00 per share, and we were very pleased
to once again increase our dividend by 20% for the first quarter of 2023.
Our highest priorities remain
the health and well-being of our employees and the long-term sustainability of our Company. In that spirit, and in addition to
our day-to-day operational excellence, we successfully executed a number of long-term initiatives in 2022:
Business & Operational
Initiatives
• |
Since we began reporting our safety performance 15 years ago, we achieved our lowest three-year average Total Incidence Rate (TIR). In 2022, our legacy mill businesses had their lowest ever level of OSHA recordable incidents. |
• |
Following years of underperformance when we held a minority interest, our Middle East copper tube mill was successfully restructured under our control and is now profitable. |
• |
We launched our patented line of air conditioning and refrigeration (ACR) press fittings, thereby completing an intense, six-year design and development process. Skilled labor remains a concern for our contractor base, and as such, the expansion of mechanical press technology will greatly benefit the air conditioning and refrigeration sector. |
• |
We completed the installation of a new copper scrap refiner in our United Kingdom copper tube mill. The startup was delayed due to regulatory hurdles, but we are now in the commissioning phase. The refiner will reduce costs and our carbon footprint, while also providing the site with ample raw material for production. |
• |
In late August, a fire completely destroyed our Westermeyer manufacturing operations. Nonetheless, our employees showcased their resilience by working from makeshift operations, and Westermeyer was back at 85% capacity by year-end. Our new plant is expected to be completed during the second quarter of 2023, and Westermeyer will be stronger than ever before. |
Reporting Initiatives
• |
In line with our continued commitment to environmentally sustainable business practices and social responsibility, we expanded upon our ESG reporting initiatives and disclosed our Scope 2 emissions in our annual Sustainability Report. We also completed the work necessary to publish our Scope 3 emissions, and will do so in 2023. |
• |
In September, we launched an enhanced investor website and published our first investor presentation. These materials provide our stakeholders with an in-depth view of our operating principles and business transformation, along with a better understanding of our strengths, value proposition and strategic priorities going forward. |
As we head into 2023, we recognize
that economic conditions are changing. The continued rise in interest rates, combined with elevated tensions across the globe,
will give rise to further challenges. We anticipate that U.S. residential building markets will decline compared to 2022. Notwithstanding,
the housing market remains underserved, and as such, we believe that demand levels will remain reasonably healthy relative to industry
capacity. Other important sectors remain strong, including commercial construction, refrigeration, transportation and infrastructure,
particularly related to water transmission and quality. On the international front, we believe that conditions have bottomed out
after a difficult 2022, and that our businesses are therefore well prepared for a rebound.
We have many pillars of strength
to draw upon, and foremost among them is our balance sheet. With no debt and ample cash reserves, we can and will continue to invest
in our operations and to act decisively when opportunities arise. Other key advantages include our decentralized structure, diverse
portfolio, sustainable operations, and most of all, our talented employees who make it all happen. With origins dating back more
than a century, time and again, our Company has proven its ability to persevere through challenges and emerge even stronger than
before. We plan to continue that tradition in the year ahead.
Once again, I want to express
my appreciation to our dedicated employees, loyal customers and valued stockholders for their confidence and continued support.
Very truly yours,
Greg Christopher
Chairman & CEO
THURSDAY, MAY 4, 2023
8:00 A.M., Central Time
150 Schilling Boulevard,
Second Floor
Collierville, Tennessee 38017
REVIEW YOUR PROXY STATEMENT AND VOTE IN ONE OF FOUR WAYS: |
|
|
BY INTERNET
http://www.proxyvote.com |
|
|
|
BY TELEPHONE
Call the
telephone number on your proxy card. |
|
|
|
BY MAIL
Mark, date,
sign and return your
proxy card
in the enclosed envelope |
|
|
|
IN PERSON
Attend the
Annual meeting at the
Company’s
headquarters. |
|
|
|
It is important that your shares be represented at the Annual Meeting regardless of the size of your holdings. Whether or not you intend to be present at the meeting in person, we urge you to mark, date and sign the enclosed proxy card and return it in the enclosed self-addressed envelope, which requires no postage if mailed in the United States. |
|
NOTICE
of Annual Meeting
of Stockholders |
PURPOSE
To vote on four proposals: |
1. |
To elect eight directors, each to serve on the Company’s Board of Directors (the “Board”), until the next annual meeting of stockholders (tentatively scheduled for May 9, 2024), or until his or her successor is elected and qualified; |
2. |
To consider and act upon a proposal to approve the appointment of Ernst & Young LLP, independent registered public accountants, as auditors of the Company for the fiscal year ending December 30, 2023; |
3. |
To conduct an advisory vote on the compensation of the Company’s named executive officers (“NEOs”); and |
4. |
To conduct an advisory vote on the frequency with which the Company should hold future advisory votes on the compensation of the Company’s NEOs. |
To conduct and transact such other business as may properly be brought before the Annual Meeting and any adjournment thereof. |
RECORD DATE
Only stockholders of record at
the close of business on March 13, 2023, will be entitled to notice of and vote at the Annual Meeting or any adjournment(s) thereof.
A complete list of stockholders entitled to vote at the Annual Meeting will be prepared and maintained at the Company’s corporate
headquarters at 150 Schilling Boulevard, Suite 100, Collierville, Tennessee 38017. This list will be available for inspection by
stockholders of record during normal business hours for a period of at least 10 days prior to the Annual Meeting.
/s/ Christopher J. Miritello
Christopher J. Miritello
Corporate Secretary
March 23, 2023
TABLE OF CONTENTS
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 6
|
PROXY SUMMARY |
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION IN THIS PROXY STATEMENT. PLEASE REVIEW THE ENTIRE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K BEFORE VOTING YOUR SHARES.
— |
INFORMATION ABOUT VOTING AND THE ANNUAL MEETING |
We are providing you with these proxy materials
in connection with the solicitation by the Board of Directors of Mueller Industries, Inc. (the “Company”) of proxies
for our 2023 Annual Meeting of Stockholders (the “Annual Meeting”), which will be held at 8:00 A.M., Central time on
Thursday, May 4, 2023, at our corporate headquarters located at 150 Schilling Boulevard, Collierville, Tennessee 38017, in the
second floor conference room.
Notice of the availability of this Proxy Statement,
together with the Company’s Annual Report for the fiscal year ended December 31, 2022, is first being mailed to stockholders
on or about March 23, 2023. Pursuant to rules adopted by the Securities and Exchange Commission, the Company is providing access
to its proxy materials over the Internet at http://www.proxyvote.com.
When a proxy card is returned properly signed,
the shares represented thereby will be voted in accordance with the stockholder’s directions appearing on the card. If the
proxy card is signed and returned without directions, the shares will be voted for the nominees named herein and in accordance
with the recommendations of the Company’s Board of Directors as set forth herein. A stockholder giving a proxy may revoke
it at any time before it is voted at the Annual Meeting by giving written notice to the secretary of the Annual Meeting or by casting
a ballot at the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by election inspectors
appointed for the Annual Meeting. The election inspectors will also determine whether a quorum is present. The holders of a majority
of the shares of common stock, $.01 par value per share (“Common Stock”), outstanding and entitled to vote who are
present either in person or represented by proxy will constitute a quorum for the Annual Meeting.
The cost of soliciting proxies will be borne
by the Company. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies by telephone
or otherwise. The Company will reimburse brokers or other persons holding stock in their names or in the names of their nominees
for their charges and expenses in forwarding proxies and proxy material to the beneficial owners of such stock.
Record Date: March 13, 2023
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 7
(1) |
Adjusted operating income and adjusted EBITDA are non-GAAP financial measures which exclude certain items in order to better reflect results of on-going operations. See Appendix A for a reconciliation of non-GAAP financial measures to our results reported under GAAP. |
— |
ANNUAL MEETING OF STOCKHOLDERS |
|
|
|
Date and Time: |
Place: |
Record Date: |
Thursday, May 4, 2023 |
150 Schilling Boulevard |
March 13, 2023 |
8:00 A.M., Central Time |
Second Floor |
|
|
Collierville, Tennessee 38017 |
|
— |
AGENDA AND VOTING MATTERS |
We are asking you to vote on the following proposals at the Annual Meeting:
Proposal |
Board Recommendation |
Page Reference |
Proposal 1 – Election of Directors |
FOR each nominee |
11 |
Proposal 2 – Approval of Auditor |
FOR |
21 |
Proposal 3 – Say-on-Pay |
FOR |
23 |
Proposal 4 – Say-on-Frequency |
EVERY YEAR |
44 |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 8
— |
PROPOSAL 1: ELECTION OF DIRECTORS |
The following table provides summary information about each director nominee. The Board of Directors believes that these nominees reflect an appropriate composition to effectively oversee the performance of management in the execution of the Company’s strategy, and as such, recommends a vote “for” each of the eight nominees listed below.
Name | |
Age | |
Director
Since | |
Primary Occupation | |
Independence | |
Committee
Memberships | |
Current Other
Public Boards |
Gregory
L. Christopher Chairman and Chief Executive Officer | |
61 | |
2010 | |
Chief Executive Officer,
Mueller Industries, Inc. | |
N | |
None | |
None |
Elizabeth
Donovan | |
70 | |
2019 | |
Retired,
Chicago Board Options Exchange | |
Y | |
N* | |
None |
William
C. Drummond | |
69 | |
2022 | |
Principal,
The Marston Group PLC | |
Y | |
A | |
None |
Gary
S. Gladstein | |
78 | |
2000 | |
Private
Investor, Consultant | |
Y | |
C | |
None |
Scott
J. Goldman | |
70 | |
2008 | |
Chief Executive
Officer, TextPower, Inc. | |
Y | |
C*, N | |
None |
John
B. Hansen | |
76 | |
2014 | |
Retired Executive Vice President,
Mueller Industries, Inc. | |
Y | |
A*,
N | |
None |
Terry
Hermanson Lead Independent Director since January 1, 2019 | |
80 | |
2003 | |
Principal,
Mr. Christmas Incorporated | |
Y | |
C | |
None |
Charles
P. Herzog, Jr. | |
65 | |
2017 | |
Co-Founder and Principal,
Atadex LLC & Vypin LLC | |
Y | |
A | |
None |
A = Audit Committee
C = Compensation and Personnel Development Committee
N = Nominating and Governance Committee
* = Chair
Director Experiences and Skills |
|
|
|
|
|
Financial Reporting
|
|
International Business
|
|
Manufacturing/Industries
|
|
|
|
|
|
|
|
Supply Chain/Logistics
|
|
Technology/Cybersecurity
|
|
Equity Markets/Securities
|
— |
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS |
We ask our stockholders to approve the selection of Ernst & Young LLP (“EY”) as our independent registered public accounting firm for the fiscal year ending December 31, 2022. Below is summary information about fees paid to EY for services provided in 2022 and 2021:
| |
2022 | | |
2021 | |
Audit Fees | |
$ | 3,298,330 | | |
$ | 3,096,955 | |
Audit-Related Fees | |
$ | 53,000 | | |
$ | 74,000 | |
Tax Fees | |
$ | 617,000 | | |
$ | 660,000 | |
All Other Fees | |
| — | | |
| — | |
| |
$ | 3,968,330 | | |
$ | 3,830,955 | |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 9
— |
PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NEOs |
We are seeking your advisory vote to approve
the compensation of our named executive officers as disclosed in this proxy statement. Our executive officers are responsible
for achieving long-term strategic goals, and as such, their compensation is weighted toward rewarding long-term value creation
for stockholders. Beyond base salary and traditional benefits, we maintain an annual cash incentive compensation program that
is driven by a pay-for-performance philosophy and based on ambitious performance targets both at the Company and business line
levels. We also maintain a long-term equity incentive compensation program, the primary objective of which is to motivate and
retain top talent — a particularly vital goal given the uniquely competitive industry in which we operate. Accordingly,
we utilize a combination of extended time-vesting schedules and performance-based
vesting criteria to encourage executives and associates alike to enjoy lengthy tenures at the Company, develop industry expertise
and relationships, ensure sound transition and succession planning, and drive our long-term success.
Our emphasis on a pay for performance compensation
model is best illustrated in the following charts, which show that in 2022, a substantial majority of our NEOs’ overall
compensation — consisting of target long-term and short-term incentive compensation combined — is performance-based
or “at risk.”
— |
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NEO COMPENSATION |
We are seeking your advisory vote on the frequency
of future stockholder advisory votes to approve the compensation of our NEOs. The Board of Directors believes that an annual advisory
vote on NEO compensation will give the Company’s stockholders the best opportunity to provide the Company with direct input
each year on the Company’s compensation philosophy, policies and practices as disclosed in the Proxy Statement.
Although the stockholder vote on the frequency of advisory votes on NEO compensation is not binding on the Board of Directors
or the Company, the Board of Directors and the Compensation and Personnel Development Committee will review the voting results
in determining the frequency of future votes.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 10
|
PROPOSAL 1
ELECTION OF DIRECTORS
|
Eight director nominees will be elected at the
Annual Meeting, each to serve until the next annual meeting (tentatively scheduled for May 9, 2024), or until the election and
qualification of their successors. At the recommendation of the Nominating and Governance Committee, the Board has nominated the
following persons to serve as directors for the term beginning at the Annual Meeting: Gregory L. Christopher, Elizabeth Donovan,
William C. Drummond, Gary S. Gladstein, Scott J. Goldman, John B. Hansen, Terry Hermanson and Charles P. Herzog, Jr. (collectively,
the “Nominees”).
Directors are elected by a plurality of the votes
cast, which means that the individuals who receive the greatest number of votes cast “For” are elected as directors
up to the maximum number of directors to be chosen at the Annual Meeting. Consequently, any shares not voted “For”
a particular director (whether as a result of a direction to withhold or a broker non-vote) will not be counted in such director’s
favor.
The Board of Directors has adopted a majority
vote policy in uncontested elections. An uncontested election means any stockholders meeting called for purposes of electing any
director(s) in which (i) the number of director nominees for election is equal to the number of positions on the Board of Directors
to be filled through the election to be conducted at such meeting, and/or (ii) proxies are being solicited for the election of
directors solely by the Company.
The election of directors solicited by this Proxy
Statement is an uncontested election. In the event that a nominee for election in an uncontested election receives a greater number
of votes “Withheld” for his or her election than votes “For” such election, such nominee will tender an
irrevocable resignation to the Nominating and Governance Committee, which will decide whether to accept or reject the resignation
and submit such recommendation for prompt consideration by the Board of Directors no later than ninety (90) days following the
uncontested election.
— |
SELECTING NOMINEES TO THE
BOARD |
The Nominating and Governance Committee considers,
among other things, the following criteria in selecting and reviewing director nominees:
• |
personal and professional integrity, and the highest ethical standards; |
• |
skills, business experience and industry knowledge useful to the oversight of the Company
based on the perceived needs of the Company and the Board at any given time; |
• |
the ability and willingness to devote the required amount of time to the Company’s
affairs, including attendance at Board and committee meetings; |
• |
the interest, capacity and willingness to serve the long-term interests of the Company; and |
• |
the lack of any personal or professional relationships that would adversely affect a candidate’s
ability to serve the best interests of the Company and its stockholders. |
The Nominating and Governance Committee also
assesses the contributions of the Company’s incumbent directors in connection with their potential re-nomination. In identifying
and recommending director nominees, the Committee members take into account such factors as they determine appropriate, including
recommendations made by the Board of Directors.
As reflected in its formal charter, the Nominating
and Governance Committee considers the diversity of the Company’s Board and employees to be a tremendous asset. The Company
is committed to maintaining a highly qualified and diverse Board, and as such, all candidates are considered regardless of their
age, gender, race, color of skin, ethnic origin, political affiliation, religious preference, sexual orientation, country
of origin, physical handicaps or any other category.
Through Charter amendments enacted in February,
the Nominating and Governance Committee reaffirmed its commitment to including, in each search, qualified candidates who reflect
diverse backgrounds, including diversity of gender and race. Moreover, the Committee will consider all candidates irrespective
of whether their backgrounds includes work in the corporate, academic, government or non-profit sectors. These efforts to promote
diversity are assessed annually to assure that the Board contains a balanced and effective mix of individuals capable of advancing
the Company’s long-term interests.
The Nominating and Governance Committee does
not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy
because the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws (“Bylaws”) allow
a qualifying stockholder to nominate an individual for election to the Board, said nomination of which can be brought directly
before a meeting of stockholders. Procedures and deadlines for doing so are set forth in the Company’s Bylaws, the applicable
provisions of which may be obtained, without charge, on the Company’s website or upon written request to the Secretary of
the Company at the address set forth herein.
The presiding officer of the meeting may refuse
to acknowledge the nomination of any person not made in compliance with the procedures set forth in the Bylaws. See “Stockholder
Nominations for Board Membership and Other Proposals for 2023 Annual Meeting.”
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 11
— |
DIRECTOR
NOMINEE BIOGRAPHIES |
|
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR EACH OF THE NOMINEES. |
GREGORY L. CHRISTOPHER |
Chairman of the
Board and Chief Executive Officer |
Age
61
Director Since
2010 |
Mr. Christopher has served as Chairman of the Board of Directors since January 1, 2016. Mr. Christopher has served as
Chief Executive Officer of the Company since October 30, 2008. Prior to that, he served as the Company’s Chief Operating
Officer and President of the Standard Products Division. |
ELIZABETH
DONOVAN |
Age
70
Director Since
2019 |
Ms. Donovan was an early member, and at the time, one of the few women on the Chicago Board Options Exchange. She
subsequently became an independent broker representing major institutional options orders and has been retired from
employment for more than five years. |
|
Ms.
Donovan was nominated to serve as a director of the Company because of her knowledge of market dynamics and institutional
trading practices, knowledge acquired through her 18-year tenure as a fiduciary representative amidst an array of market conditions.
She currently serves as Chairwoman of the Nominating and Governance Committee. |
WILLIAM
C. DRUMMOND |
Age
69
Director Since 2022 |
Mr. Drummond, a Certified Public Accountant, has served as a Principal of The Marston Group PLC, a CPA and advisory
firm, since 2013. Prior to that, he was a Partner at Ernst & Young LLP.
Mr. Drummond was nominated to
serve as a director of the Company because of his strength in the area of accounting, combined with his financial acumen,
and his knowledge of and experience with tax and audit matters. He currently serves on the Audit Committee.
|
GARY
S. GLADSTEIN |
Age
78
Director Since 2000 |
Mr. Gladstein served as Chairman of the Board of Directors of the Company from 2013 to 2015, and was previously a
director of the Company from 1990 to 1994. Mr. Gladstein is currently an independent investor and consultant. From the
beginning of 2000 to August 31, 2004, Mr. Gladstein was a Senior Consultant at Soros Fund Management. He was a partner
and Chief Operating Officer at Soros Fund Management from 1985 until his retirement at the end of 1999. During the past
five years, Mr. Gladstein also served as a director of Inversiones y Representaciones Sociedad Anónima, Darien Rowayton
Bank and a number of private companies.
Mr. Gladstein was nominated to
serve as a director of the Company because of his financial and accounting expertise, combined with his years of experience
providing strategic advisory services to complex organizations. In addition, having been a member of the compensation,
audit and other committees of public company boards, Mr. Gladstein is deeply familiar with corporate governance issues.
He currently serves on the Compensation and Personnel Development Committee.
|
SCOTT
J. GOLDMAN |
Age
70
Director Since 2008 |
For 12 years, Mr. Goldman has served as Chief Executive Officer of TextPower, Inc., which provides software-integrated text
messaging alerts to utilities, municipalities and courts. He holds multiple patents for cybersecurity-related authentication
technologies and speaks, writes and educates executives about cybersecurity matters. He has assisted Fortune 1000
companies in licensing, developing, building and operating wireless technologies and systems around the world.
Mr. Goldman was nominated to
serve as a director of the Company because of his extensive experience with cybersecurity, advanced technologies and global
market strategies. He currently serves as Chairman of the Compensation and Personnel Development Committee, and is also
a member of the Nominating and Governance Committee.
|
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 12
JOHN
B. HANSEN |
Age
76
Director Since 2014 |
Prior to his retirement as an Executive Vice President of the Company in 2014, Mr. Hansen served the Company in a variety
of roles, including President-Plumbing Business, President-Manufacturing Operations and Senior Vice President – Strategy
and Industry Relations.
Mr. Hansen was nominated to serve
as a director because of his extensive industry experience and deep knowledge of the Company, its full array of operations
and the global markets it serves. He currently serves as Chairman of the Audit Committee, and is also a member of the
Nominating and Governance Committee.
|
TERRY
HERMANSON |
Lead Independent Director |
Age
80
Director Since 2003 |
Mr. Hermanson has been the principal of Mr. Christmas Incorporated, a wholesale merchandising company, since 1978,
and presently serves as its Chairman.
Mr. Hermanson was nominated to
serve as a director of the Company because of his extensive experience in manufacturing, importing, sales, international
business and strategic planning. In addition to serving as Lead Independent Director, Mr. Hermanson is also a member of
the Compensation and Personnel Development Committee.
|
CHARLES
P. HERZOG, JR. |
Age
65
Director Since 2017 |
Since 2010, Mr. Herzog has been a principal at Atadex LLC, a firm he co-founded. He co-founded a second firm, Vypin LLC,
in 2016. Atadex and Vypin provide advanced technological and data delivery solutions to support the transportation logistics
industry.
Mr. Herzog was nominated to serve
as a director of the Company based on his extensive knowledge of the transportation logistics industry, and the developing
technologies that support it. He currently serves as a member of the Audit Committee.
|
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 13
|
CORPORATE GOVERNANCE |
— GOVERNANCE
HIGHLIGHTS
Our Board of Directors’
commitment to sound governance practices is embodied in its Corporate Governance Guidelines, which are periodically reviewed in
light of evolving trends, regulations and related disclosure requirements. These practices include the following:
Board Independence |
• Seven
of our eight director nominees are independent.
• Our
CEO is our only management director.
|
Board Composition |
• All
Board members are elected annually.
• The
Board annually evaluates its performance and the performance of its committees.
|
Board Committees |
• We
have three committees: Audit; Compensation and Personnel Development; and Nominating and Governance.
• All
committees are composed entirely of independent directors.
|
Leadership Structure |
• Our
Board has a Lead Independent Director who liaises between our CEO & Chairman and other directors.
• Among
other duties, our Lead Independent Director chairs executive sessions of our independent directors.
|
Environmental, Social & Governance (ESG) Oversight |
• Our Nominating & Governance Committee oversees our ESG program, and delegates such responsibilities to other committees, subcommittees or the full Board as necessary. |
Open Communication |
• We
encourage open communication and strong working relationships among the Lead Independent Director,
Chairman and other directors.
• Our
directors have direct access to management.
|
Stock Ownership |
• Our directors are subject to stock ownership requirements. |
— DIRECTOR
INDEPENDENCE
In order for a director to
qualify as “independent,” our Board of Directors must affirmatively determine, consistent with NYSE rules, that the
director has no material relationship with the Company that would impair the director’s independence. Our Board of Directors
undertook its annual review of director independence in February 2023. In applying the NYSE standards for independence, and after
considering all relevant facts and circumstances, the Board of Directors has affirmatively determined that all directors, with
the exception of Mr. Christopher, are “independent.” In the course of the Board of Directors’ determination regarding
the independence of each non-management director, the Board considered for:
• |
Mr. Drummond, the fact that although he was previously a partner with Ernst & Young LLP (“EY”), the Company’s independent auditing firm, he retired from EY in 2012, and the Company has received written confirmation from EY that (i) all independence issues related to his service on the Company’s Board of Directors have been resolved, (ii) Mr. Drummond would not be receiving any unfunded retirement benefits from EY, and (iii) all other non-pension related financial ties and firm amenities had been settled. |
• |
Mr. Hansen, the fact that while he was previously an executive officer of the Company (until his retirement on April 30, 2014), more than five years have lapsed since the termination of his employment relationship with the Company. |
— BOARD
OF DIRECTORS AND ITS COMMITTEES
The Board of Directors and
its committees meet regularly throughout the year, and may also hold special meetings and act by written consent from time to time.
In 2022, the Board of Directors held four regularly scheduled meetings. During this time, our directors attended 100% of our Board
of Directors meetings and meetings of the committees on which they served.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 14
Three standing committees
have been convened to assist the Board of Directors with various functions: the Audit Committee, the Compensation and Personnel
Development Committee, and the Nominating and Governance Committee. Each committee operates pursuant to a formal charter that may
be obtained, free of charge, at the Company’s website at www.muellerindustries.com, or by requesting a print copy from our
Corporate Secretary at the address listed herein.
AUDIT COMMITTEE |
Current Members:
John B. Hansen
(Chairman)
William C. Drummond Charles P. Herzog, Jr.
Meetings in
2022: 6
|
The Audit Committee
assists the Board of Directors in fulfilling its oversight functions with respect to matters involving financial
reporting, independent and internal audit processes, disclosure controls and procedures, internal controls over
financial reporting, related-party transactions, employee complaints, cybersecurity and risk management. In particular,
the Audit Committee is responsible for:
• appointing,
retaining, compensating and evaluating the Company’s independent auditors;
• reviewing
and discussing with management and the independent auditors the Company’s annual and quarterly financial
statements, and accounting policies;
• reviewing
the effectiveness of the Company’s internal audit procedures and personnel;
• reviewing,
evaluating and assessing the Company’s risk management programs, including with respect to cybersecurity;
• reviewing
the Company’s policies and procedures for compliance with disclosure requirements concerning conflicts of interest
and the prevention of unethical, questionable or illegal payments; and
• making
such other reports and recommendations to the Board of Directors as it deems appropriate.
The Board of
Directors has determined that each Audit Committee member meets the standards for independence required
by the New York Stock Exchange (the “NYSE”) and applicable SEC rules. Moreover, it has determined (i) that all
members of the Audit Committee are financially literate; and (ii) that William C. Drummond possesses accounting and
related financial management expertise within the meaning of the listing standards of the NYSE, and therefore is
an audit committee financial expert within the meaning of applicable SEC rules. In accordance with the rules and regulations
of the SEC, the above paragraph regarding the independence of the members of the Audit Committee shall
not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or
14C of the Exchange Act or to the liabilities of Section 18 of the Exchange Act and shall not
be deemed to be incorporated by reference into any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, notwithstanding any general
incorporation by reference of this Proxy Statement into any other filed document.
|
COMPENSATION AND PERSONNEL DEVELOPMENT COMMITTEE |
Current Members:
Scott J. Goldman
(Chairman)
Gary S. Gladstein
Terry Hermanson
Meetings in
2022: 5
|
Previously known
as the Compensation and Stock Option Committee, the Compensation and Personnel Development Committee
was re-named in February 2023 to reflect its oversight responsibility with respect to various human capital related
issues. Pursuant to its recently amended charter, the Committee is responsible for, among other things:
• providing
assistance to the Board of Directors in discharging the Board of Directors’ responsibilities related to executive
and employee compensation and benefits; management organization; employee recruitment, engagement and
retention; training and talent development; performance evaluation; succession planning; workplace culture; and employee
health and safety; and
• making
such recommendations to the Board of Directors as it deems appropriate.
|
NOMINATING AND GOVERNANCE COMMITTEE |
Current Members:
Elizabeth Donovan
(Chairwoman)
Scott J. Goldman
John B. Hansen
Meetings in
2022: 3
|
The Nominating and Governance Committee is responsible
for:
• recommending
director nominees to the Board of Directors;
• recommending
committee assignments and responsibilities to the Board of Directors;
• overseeing
the evaluation of the Board of Directors and management effectiveness;
• developing
and recommending to the Board of Directors corporate governance guidelines;
• reviewing
the Company’s implementation of procedures for identifying, assessing, monitoring, managing and reporting on
the environmental, social and governance (ESG) risks and opportunities related to the Company’s business; and
• delegating
responsibilities to other Board Committees, subcommittees or the full Board as it deems appropriate, including
with respect to ESG matters.
|
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 15
— BOARD’S
ROLE IN RISK OVERSIGHT
The Board of Directors is
actively involved in oversight of risks that could affect the Company. These efforts can be summarized as follows:
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 16
— STANDARDS
OF CONDUCT
The Board of Directors has
adopted various policies, including a comprehensive set of Corporate Governance Guidelines, by which the Company is governed. These
policies are designed to promote sound corporate governance and prudent stewardship of the Company, both by the Board of Directors
and management.
Anti-Pledging Policy
The Corporate Governance
Guidelines include amendments adopted in February 2020 that prohibit the future pledging of the Company’s common stock as
security under any obligation by our directors and executive officers.
Insider Trading and Anti-Hedging
Policy
The Company maintains a policy
(which was recently updated in February 2023) that mandates compliance with insider trading laws and institutes safeguards to mitigate
the risk of insider trading. Further, the Corporate Governance Guidelines prohibit any director, officer or employee of the Company
from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging
and monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, that allow the
holder to limit or eliminate the risk of a decrease in the value of the Company’s securities.
Clawback Policy
Under the Corporate Governance
Guidelines, if the Company is required to restate its financial results due to material noncompliance with financial reporting
requirements under the securities laws as a result of an executive’s (i.e., a President or Vice President level officer’s)
willful, knowing or intentional misconduct or gross negligence (as determined by the Compensation and Personnel Development Committee),
the Company may take action to recoup from the executive all or any portion of an incentive award received by the executive, the
amount of which had been determined in whole or in part upon specific performance targets relating to the restated financial results.
In such an event, the Company shall be entitled to recoup up to the amount, if any, by which the incentive award actually received
by the executive exceeded the payment that would have been received based on the restated financial results, as determined by the
Compensation and Personnel Development Committee. The Company’s right of recoupment pursuant to this policy applies to incentive
awards received during the three-year period preceding the date on which the Company is required to prepare the restatement, based
on the determination of the Company’s independent registered public accounting firm.
Code of Business Conduct
and Ethics
The Company has adopted a
Code of Business Conduct and Ethics, which is designed to help officers, directors and employees resolve ethical issues in an increasingly
complex business environment. The Code of Business Conduct and Ethics is applicable to all of the Company’s officers, directors
and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer
or controller and other persons performing similar functions. The Code of Business Conduct and Ethics covers topics, including
but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations.
Director Responsibilities
It is the duty of the Board
of Directors to serve as prudent fiduciaries for stockholders and to oversee the management of the Company’s business. Accordingly,
the Corporate Governance Guidelines include specifications for director qualification and responsibility, attendance, access to
officers and employees, compensation, orientation, continuing education and self-evaluation.
The Company’s policy
is that all members of the Board of Directors attend annual meetings of stockholders, except where the failure to attend is due
to unavoidable circumstances or conflicts discussed in advance with the Chairman of the Board. Because of travel restrictions and
safety concerns related to the COVID-19 pandemic, the Chairman was present but excused all non-management members of the Board
of Directors from attending the 2022 annual meeting of stockholders in person.
Where to Find Our Key Governance Policies: The Corporate Governance Guidelines and Code of Business Conduct and Ethics can be obtained free of charge from the Company’s website at www.muellerindustries.com, or may be requested in print by any stockholder. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 17
—
COMMUNICATION WITH THE BOARD OF DIRECTORS
Any stockholder or interested
party who wishes to communicate with the Board of Directors, or specific individual directors, including the non-management directors
as a group, may do so by directing a written request addressed to such directors or director in care of the Chairman of the Nominating
and Governance Committee, Mueller Industries, Inc., 150 Schilling Boulevard, Suite 100, Collierville, Tennessee 38017. Communication(s)
directed to the Chairman will be relayed to him, except to the extent that it is deemed unnecessary or inappropriate to do so pursuant
to the procedures established by a majority of the independent directors. Communications directed to non-management directors will
be relayed to the intended director except to the extent that doing so would be contrary to the instructions of the non-management
directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review
it.
— RELATED
PARTY TRANSACTIONS
Related party transactions
may present potential or actual conflicts of interest, and create the appearance that Company decisions are based on considerations
other than the best interests of the Company and its stockholders. Management carefully reviews all proposed related party transactions
(if any), other than routine banking transactions, to determine if the transaction is on terms comparable to those that could be
obtained in an arms-length transaction with an unrelated third party. Management reports to the Audit Committee, and then to the
Board of Directors on all proposed material related party transactions. Upon the presentation of a proposed related party transaction
to the Audit Committee or the Board of Directors, the related party is excused from participation in discussion and voting on the
matter.
— ENVIRONMENTAL,
SOCIAL AND GOVERNANCE (ESG) RISK MANAGEMENT AND SUSTAINABILITY
The Company assesses and
manages environmental, social and governance (“ESG”) considerations that may be material to the long-term sustainability
of our business. Pursuant to its charter, the Nominating and Governance Committee is responsible for reviewing and discussing with
management the Company’s implementation of procedures for identifying, assessing, monitoring, managing and reporting on the
ESG and sustainability risks and opportunities related to the Company’s business. In so doing, it may form subcommittees
or delegate responsibility to other Board Committees or the full Board of Directors as it deems appropriate. Among other matters,
we focus on such issues as workplace health and safety, environmental stewardship, business ethics and compliance, supply chain
management and the development of human capital. We also focus outwardly on the communities in which we operate, including through
a foundation that makes charitable contributions to various causes and organizations. ESG-related risks and opportunities are integral
to our strategic decision-making. Such matters are addressed by senior management and subject to the oversight of the Nominating
and Governance Committee and the full Board of Directors. The Company also prioritizes the enhanced reporting and disclosure of
the ESG-related risks and opportunities relating to its business and associated metrics. Since 2021, the Company has published
an annual Sustainability Report. The report is available on the Company’s website.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 18
|
2022 DIRECTOR COMPENSATION |
— ELEMENTS
OF DIRECTOR COMPENSATION
Our non-employee director compensation for 2022
was awarded in a combination of cash and equity, as shown below:*
Annual fee for the Lead Independent Director. |
For serving as Lead Independent Director, Mr. Hermanson received an annual fee of $90,000. |
Annual fee for other directors |
All other non-employee directors received an annual fee of $64,000. |
Discretionary Bonus |
All non-employee directors received a discretionary bonus of $10,000. |
Meeting fees |
• $3,000
per full Board meeting attended
• $3,000
per Audit Committee meeting attended
• $1,000
per Compensation and Personnel Development Committee, Nominating and Governance Committee or special meeting attended
|
Annual fees for Committee Chairs |
• $25,000
for the Audit Committee Chair
• $7,000
each for the chairs of the Compensation and Personnel Development and Nominating and Governance
Committees
|
Annual equity award |
• All non-employee directors were granted 3,000 shares of restricted stock. |
*In his capacity as Chairman of the Board of Directors,
Mr. Christopher received neither a retainer nor any meeting fees.
In addition, each director
received reimbursement for such director’s expenses incurred in connection with any such Board or Committee meeting, and
each Committee fee was paid whether or not such committee meeting was held in conjunction with a Board of Directors meeting.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 19
— 2022
NON-EMPLOYEE DIRECTOR COMPENSATION
The table below summarizes
the total compensation we paid to our non-employee directors for the fiscal year ended December 31, 2022.
Name |
Fees Earned or
Paid in Cash
($) |
|
Stock
Awards
($) |
(1) |
Other
Compensation
($) |
(2) |
Total
($) |
Elizabeth Donovan |
85,000 |
|
167,040 |
|
11,280 |
|
263,320 |
William C. Drummond |
94,000 |
|
167,040 |
|
10,000 |
|
271,040 |
Gennaro J. Fulvio(3) |
37,000 |
|
— |
|
1,280 |
|
38,280 |
Gary S. Gladstein |
81,000 |
|
167,040 |
|
11,280 |
|
259,320 |
Scott J. Goldman |
94,000 |
|
167,040 |
|
11,280 |
|
272,320 |
John B. Hansen |
121,000 |
|
167,040 |
|
11,280 |
|
299,320 |
Terry Hermanson |
105,000 |
|
167,040 |
|
11,280 |
|
283,320 |
Charles P. Herzog, Jr. |
90,000 |
|
167,040 |
|
11,280 |
|
268,320 |
(1) |
Represents the aggregate grant date fair value
of awards granted to our directors in 2022, determined under Financial Accounting Standards Board Accounting Standards Codification
718. For information on the valuation assumptions with respect to awards made, refer to Note 17 - Stock-Based Compensation to the
Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 31,
2022. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual
value that will be recognized by the directors. |
(2) |
Other cash compensation included (i) a $10,000
cash award provided to our non-employee directors in recognition of their support and contributions to the Company’s exceptional
financial performance in 2022, and (ii) $1,280 in cash dividends. |
(3) |
Mr. Fulvio retired from the Board of Directors
effective May 5, 2022. |
— STOCK
OWNERSHIP POLICY FOR DIRECTORS
To further align the Company’s
goal of aligning directors’ economic interests with those of stockholders, the Company has adopted stock ownership guidelines
for its non-employee directors recommending that they hold equity interests of the Company (including vested and unvested interests,
provided that with respect to options, only vested options that are exercisable within 60 days of the applicable measurement date
will be counted) with a value equal to three times the annual cash director fee payable to each such director. All directors are
expected to comply with the stock ownership guidelines within five years of being elected to the Board of Directors, and current
directors should comply as soon as practicable. Director compliance with the stock ownership guidelines is monitored on an ongoing
basis by the Company’s General Counsel.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 20
|
PROPOSAL 2
APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
|
The Audit Committee has reappointed
Ernst & Young LLP (“EY”) to audit and certify the Company’s financial statements for the fiscal year ended
December 31, 2022, subject to ratification by the Company’s stockholders, which requires the affirmative vote of a majority
of the outstanding shares of the Company present in person or by proxy at the Annual Meeting. If the appointment of EY is not so
ratified, the Audit Committee will reconsider its action and will appoint auditors for the 2023 fiscal year without further stockholder
action. Notwithstanding, the Audit Committee may at any time in the future in its discretion reconsider the appointment without
submitting the matter to a vote of stockholders. Representatives of EY are expected to attend the Annual Meeting to answer questions
and make a statement if they so choose.
Fees for EY’s audit
and other services for each of the two fiscal years ended December 31, 2022 and December 25, 2021 are set forth below:
| |
2022 | | |
2021 | |
Audit Fees (professional services rendered for the audit of (i) the Company’s consolidated annual and interim/quarterly financial statements, and (ii) internal controls over financial reporting) | |
$ | 3,298,330 | | |
$ | 3,096,955 | |
Audit-Related Fees
(assurance and other services, including international accounting and reporting compliance) | |
$ | 53,000 | | |
$ | 74,000 | |
Tax Fees (tax compliance, advice and planning) | |
$ | 617,000 | | |
$ | 660,000 | |
All Other Fees | |
| — | | |
| — | |
| |
$ | 3,968,330 | | |
$ | 3,830,955 | |
The Audit Committee’s
policy is to pre-approve all audit and non-audit services provided by the independent auditors. Pre-approval is generally provided
for up to one year, and any such pre-approval is detailed as to the particular service or category of services. The Audit Committee
has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditors and management
are required periodically to report to the full Audit Committee regarding the extent of services provided by the independent auditors
in accordance with this pre-approval, and the fees for the services performed to date. All of the services provided by the independent
auditors during fiscal years 2022 and 2021, respectively, under the categories Audit Fees, Audit-Related Fees, Tax Fees and All
Other Fees described above were pre-approved.
|
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR THE APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 21
|
REPORT
OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS |
The Audit Committee oversees
the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight
responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management,
including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant
judgments and the clarity of disclosures in the financial statements.
The Audit Committee reviewed
with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements
with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s
accounting principles and such other matters as are required to be discussed with the Audit Committee under Public Company Accounting
Oversight Board’s (PCAOB) Auditing Standard No. 1301. In addition, the Audit Committee discussed with the independent auditors
the auditors’ independence from management and the Company, including the matters in the written disclosures required by
Public Company Accounting Oversight Board’s Rule 3526, and considered the compatibility of non-audit services provided by
the independent auditors with the auditor’s independence.
The Audit Committee discussed
with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee
meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations,
their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.
In reliance on the reviews
and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved)
that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December
31, 2022 for filing with the SEC. The Audit Committee and the Board has re-appointed, subject to stockholder approval, Ernst &
Young LLP, independent auditors, to audit the consolidated financial statements of the Company for the fiscal year ending December
30, 2023.
The Audit Committee is governed
by a formal charter which can be accessed from the Company’s website at www.muellerindustries.com, or may be requested in
print by any stockholder. The members of the Audit Committee are considered independent because they satisfy the independence requirements
for Board members prescribed by the NYSE listing standards and Rule 10A-3 of the Exchange Act.
John B. Hansen, Chairman
William C. Drummond
Charles P. Herzog, Jr.
(1) |
This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, and irrespective of any general incorporation language in any such filing. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 22
|
PROPOSAL 3
ADVISORY VOTE ON APPROVAL OF THE
COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
|
In accordance with Section
14A of the Exchange Act, stockholders are being asked to vote on an advisory, non-binding basis, on the compensation of the Company’s
named executive officers. Specifically, the following resolution will be submitted for a stockholder vote at the Annual Meeting,
the approval of which will require the affirmative vote of a majority of the outstanding shares of the Company present in person
or by proxy at the Annual Meeting and entitled to vote thereon:
“RESOLVED, that the
stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed
in the 2022 Summary Compensation Table included in the proxy statement for the 2023 Annual Meeting, as such compensation is disclosed
pursuant to Item 402 of Regulation S-K in this proxy statement under the section titled “Compensation Discussion and Analysis,”
as well as the compensation tables and other narrative executive compensation disclosures thereafter.”
Although the stockholder
vote is not binding on either the Board of Directors or the Company, the views of stockholders on these matters are valued and
will be taken into account in addressing future compensation policies and decisions.
The Company’s Compensation
and Personnel Development Committee is comprised of knowledgeable and experienced independent directors, who are committed to regular
review and effective oversight of our compensation programs. The Company’s executive compensation program is grounded in
a pay for performance philosophy, and accordingly, has been designed to motivate the Company’s key employees to achieve the
Company’s strategic and financial goals, and to support the creation of long-term value for stockholders. Moreover, given
the particularly competitive markets in which we operate and the nature of our business, a principal goal underlying the Company’s
long-term incentive compensation program specifically is the long-term retention and motivation of critical executives and business
leaders, to ensure that the Company will continue to benefit from an exceptionally strong leadership team that will be well positioned
to develop sound transition and succession plans for its key executives as such needs arise in the future. The Company’s
success depends upon their leadership, judgment and experience, and as such, our compensation program is designed to promote their
enduring commitment to the Company. We encourage stockholders to read the Executive Compensation section of this proxy statement,
including the Compensation Discussion and Analysis (CD&A) and compensation tables, for a more detailed discussion of the Company’s
compensation programs and policies, and how they are appropriate and effective in promoting growth, creating value, and retaining
key members of our team.
|
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR THE APPROVAL, ON AN ADVISORY BASIS, OF
THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 23
|
COMPENSATION DISCUSSION AND
ANALYSIS
TABLE OF CONTENTS |
— EXECUTIVE
SUMMARY
This Compensation Discussion
and Analysis (“CD&A”) provides an overview of how our named executive officers were compensated in 2022, as well
as how this compensation furthers our established compensation philosophy and objectives.
Our Named Executive Officers
The Company’s NEOs for
fiscal year 2022 were:
Our Compensation Philosophy
and Guiding Principles
We believe in a pay for performance
philosophy, such that a material portion of a named executive officer’s compensation is dependent upon both the short-term
and long-term strategic and financial performance of the Company, considered in light of general economic and specific Company,
industry, and competitive conditions. For 2022, we continued to reward named executive officers in a manner consistent with this
philosophy by setting annual incentive targets based on the Company’s achievement of certain levels of operating income.
While also rooted in a pay for performance philosophy, our long-term equity incentive compensation program is focused primarily
on promoting retention of key executives and business leaders.
We believe that our long-term
equity incentive compensation program serves as a valuable tool for recruitment and retention in our industry, where the competition
for leadership talent is a foremost concern, as well as for ensuring sound and smooth succession and transition planning for our
NEOs. Accordingly, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied
to stock performance, and will only be received by key executives and business leaders who remain with and make long-term commitments
to the Company’s success. The Compensation and Personnel Development Committee (hereinafter referred to as “the Committee”
for purposes of this CD&A section) evaluates, on an annual basis, the overall structure and design of our program, and believes
it has and continues to reflect the best balance of the Company’s priorities.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 24
Our Compensation Practices
At a Glance
Our pay and equity programs are
designed to align executives’ interests with those of our stockholders, and to motivate and retain critical leaders. Below
is a snapshot of our compensation practices:
WHAT WE DO |
|
WHAT WE DON’T DO |
|
We maintain a fully independent Compensation and Personnel
Development Committee. |
|
|
We do not provide for single trigger severance upon a change
in control. |
|
A higher percentage of our executives’ compensation
is variable rather than fixed. |
|
|
We do not permit gross-up payments to cover excise taxes. |
|
We utilize varying performance metrics under our short-term
and long-term incentive plans. |
|
|
We do not permit the pledging or hedging of our common stock. |
|
Our annual incentive program is based on earnings performance
and capped for maximum payouts. |
|
|
We do not support compensation programs or policies that reward
material or excessive risk taking. |
|
Our equity awards include extended vesting schedules and performance-based
criteria. |
|
|
We do not maintain any supplemental executive retirement plans. |
|
We have a clawback policy applicable to all senior employees,
including all President and Vice President level personnel. |
|
|
|
2022 Say-on-Pay Vote and
Stockholder Engagement
At our 2022 Annual Meeting, we
held our annual non-binding stockholder advisory vote on executive compensation. Approximately 89% of our shares voted (excluding
abstentions and broker non-votes) were in favor of the compensation of our named executive officers as disclosed in the proxy statement
for the 2022 Annual Meeting.
We were gratified by the level
of stockholder support received in 2022 for our non-binding stockholder advisory vote on executive compensation, and believe it
reflected our continued efforts to engage with stockholders on executive compensation matters. In 2022, we sought to further improve
our pay-for-performance alignment by making 100% of the total equity awards granted to our Chief Executive Officer and other NEOs,
performance-based.
As in prior years, the Committee
will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation
decisions.
Independent Compensation
Advisor
In July 2022, the Compensation
and Personnel Development Committee retained Willis Towers Watson (“Willis Towers”) to (i) conduct an independent review
of the total compensation of each of our NEOs based on peer group pay and industry survey data; and (ii) to independently advise
the Committee on the performance-based special equity award grant to our CEO in November 2022, as discussed under “CEO Special
Retention Grant” below, to facilitate the retention of our CEO in connection with the Company’s broader succession
planning.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 25
During 2022, Willis Towers’
aggregate fees in connection with advice relating to executive compensation were $64,523. In addition to the engagement described
above, Willis Towers provided insurance and health care related consulting services in 2022, and in so doing, billed the Company
for fees totaling $194,641. Requests for non-executive compensation consulting services are made to Willis Towers by persons below
the executive officer level within the departments of our Company that have a need for such services, and those requests are made
without the involvement of our senior management or other personnel who may be associated with Willis Towers’ executive compensation
consulting.
The Committee assessed the independence
of Willis Towers and, based on this assessment, the Committee determined that, given the nature and scope of these additional services,
these additional services did not raise a conflict of interest and did not impair Willis Towers’ ability to provide independent
advice to the Committee concerning executive compensation matters.
— DETERMINATION
OF EXECUTIVE COMPENSATION
Guided by the philosophy and
design outlined above, the Committee determines the compensation of our Chief Executive Officer. In turn, our Chief Executive Officer
makes recommendations to the Committee regarding all components of our other NEOs’ compensation, including base salary, annual
cash incentive compensation, and long-term equity incentive compensation. The Committee considers and acts upon those recommendations
in setting the compensation of our other NEOs.
In determining compensation,
we generally do not rely upon hierarchical or seniority-based levels or guidelines, nor did the Committee formally benchmark executive
compensation (or any component thereof) against any particular peer group. Instead, we utilize a more flexible approach that allows
us to adapt components and levels of compensation to motivate and reward individual executives within the context of our broader
strategic and financial goals. This requires that we consider subjective factors including, but not limited to the following:
• |
The nature of the executive’s position; |
• |
The performance record of the executive, combined with the value of the executive’s
skills and capabilities in supporting the long-term performance of the Company; |
• |
The Company’s overall operational and financial performance; and |
• |
Whether each executive’s total compensation potential and structure is sufficient to
ensure the retention of the executive officer when considering the compensation potential that may be available elsewhere |
In making compensation decisions,
the Committee relies on the members’ general knowledge of our industry, supplemented by advice from our Chief Executive Officer
based on his knowledge of our industry and the markets in which we participate. From time to time, we conduct informal analyses
of compensation practices and our Compensation and Personnel Development Committee may review broad-based third-party surveys to
obtain a general understanding of current compensation practices. In addition, in 2022, our Compensation and Personnel Development
Committee reviewed and considered the results of the independent review conducted by Willis Towers of the total compensation of
each of our NEOs, based on peer group pay and industry survey data, but did not implement any changes to 2022 compensation based
on the Willis Towers report.
The Committee has chosen incentive
operating income targets as the metric to measure performance for each NEO. Our NEOs’ compensation is based upon their oversight
of and responsibility for the entire Company. As such, it is reflective of the scope and breadth of their management responsibility,
and the performance of the Company on a consolidated basis.
— ELEMENTS
OF COMPENSATION
As outlined below, our compensation
program for our NEOs is comprised of three primary elements: (i) base salary and traditional benefits, (ii) annual incentive compensation,
and (iii) long-term equity incentive compensation. Each element plays an integral role in our overall compensation strategy. Moreover,
the Committee has approved certain executive perquisites and post-employment change-in-control compensation to our NEOs for purposes
of motivating them and retaining their services.
Element of Compensation |
|
Purpose/Description |
|
Form/Timing of Payment |
Base Salary and traditional benefits |
|
To provide a base level of compensation for services performed, to encourage the continued
service of our executive officers and to attract additional talented executive officers when necessary |
|
Cash/throughout the fiscal year |
Annual Incentive Compensation |
|
To attract, motivate and reward executives to achieve and surpass key performance target
goals |
|
Cash/typically in February based upon the prior fiscal year’s performance |
Long-Term Equity Incentive Compensation |
|
To attract, motivate and reward executives to increase stockholder value, and encourage them
to make long-term commitments to serve the Company |
|
Restricted stock units with performance and time vesting criterion/following the release
of second quarter earnings |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 26
Pay-for-Performance and At-Risk
Compensation
Base Salary and Traditional
Benefits
Base salaries paid to our NEOs
are set forth in the “Summary Compensation Table for 2022.” Base salary adjustments are determined by making reasoned
subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications,
experience, responsibilities, and past performance. In addition to base salaries, we provide traditional benefits such as group
health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan.
Annual Incentive Compensation
Each of our NEOs received annual
incentive compensation for 2022 based upon the actual performance of the Company relative to the performance targets (as described
below), which were established by the Committee on February 3, 2022. The table below shows the target annual incentive award for
each of our NEOs.
For 2022, the amount of incentive
compensation payable to each of our named executive officers was calculated as follows:
INCENTIVE GRADE LEVEL FACTOR
Set forth below are the incentive
grade level factors for each of our NEOs:
NEO |
Multiple of Base Salary |
Mr. Christopher |
125% |
Mr. Martin |
90% |
Mr. Sigloch |
90% |
Mr. Miritello |
90% |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 27
PERFORMANCE FACTOR
Set forth below are the corresponding
payout percentages tied to various levels of achievement above or below pre-approved primary operating income performance targets.
To promote alignment between pay and performance, incentive compensation amounts are not paid to NEOs when the achievement level
of the operating income performance target is less than 94%.
Performance
to Target(1) |
Payout
Percentage |
Performance
to Target(1) |
Payout
Percentage |
94% |
50% |
128% |
250% |
97% |
75% |
137% |
275% |
100% |
100% |
145% |
300% |
103% |
125% |
154% |
325% |
106% |
150% |
162% |
350% |
108% |
175% |
171% |
375% |
111% |
200% |
179% |
400% |
120% |
225% |
|
|
(1) |
Performance to target percentages have been rounded to the nearest
whole percent for purposes of this table. |
The performance factor applicable
to each of the NEOs was determined based on the achievement level of the consolidated Company incentive operating income target,
as shown in the following table:
Name |
|
Incentive Operating
Income Performance Criteria(1) |
|
Incentive
Operating
Income
Performance
Target(2) |
|
Weighting |
|
Performance |
|
2022
Achievement
Level Over
Primary Target |
|
2022
Performance
Factor |
Gregory L. Christopher |
|
Consolidated Company |
|
$360 million |
|
100% |
|
$884 million |
|
246% |
|
400% |
Jeffrey A. Martin |
|
Consolidated Company |
|
$360
million |
|
100% |
|
$884
million |
|
246% |
|
400% |
Steffen Sigloch |
|
Consolidated Company |
|
$360 million |
|
100% |
|
$884 million |
|
246% |
|
400% |
Christopher J. Miritello |
|
Consolidated Company |
|
$360 million |
|
100% |
|
$884 million |
|
246% |
|
400% |
(1) |
Incentive operating income is the performance criteria metric used for all bonus plans.
Incentive operating income includes adjustments to operating income as presented in the Company’s audited financial
statements for purposes of defining the performance criteria, such as: (i) certain standard adjustments made annually, including
expenses associated with phantom shares granted to personnel in our European businesses, and FIFO variances; and (ii) certain
adjustments made when applicable, including impairment charges, certain gains or losses on the sale of assets, certain gains
stemming from claim recoveries, consolidation related expenses and purchase accounting adjustments. |
(2) |
The performance targets applicable to our NEOs were established by the Committee on
February 3, 2022, and sought to continue the Company’s longstanding approach of establishing ambitious performance goals
that would motivate and incentivize our NEOs to deliver value to our stockholders throughout the Company’s fiscal year. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 28
2022 NEO ANNUAL INCENTIVE
CALCULATIONS
As a result of 2022 performance,
the annual incentive payments for the NEOs were calculated as follows:
(1) |
The target award is determined by multiplying the NEO’s base earnings by the
applicable incentive grade level factor. |
Long-Term Equity Incentive
Compensation Program
OVERVIEW
Our long-term equity-based incentive
compensation program serves three goals:
1. |
Aligning our NEOs’ financial interests with the interests of our
stockholders; |
2. |
Retaining the services of talented and seasoned executives, motivating them to make deep,
long-term commitments to the Company, and ensuring sound and smooth succession and transition planning for the Company and
our NEOs; and |
3. |
Rewarding our NEOs for advancing our long-term financial success and increasing stockholder
value. |
The Committee has made the retention
of executives and key employees a particular focus of the long-term equity incentive compensation program in recent years.
The Committee has decided that
the best way to meet the objectives of our long-term incentive program is to award a combination of performance-based restricted
stock and time-based restricted stock, allocated as shown below. In 2022, to reaffirm the alignment of pay and performance, the
Committee chose to award only performance-based restricted stock to our NEOs, which, provided performance criteria are met, will
cliff vest after a period of three years.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 29
The Committee believes that the
extended and cliff vesting schedules, and performance criteria described below will motivate our NEOs and key employees to remain
with the Company and make long-term contributions to stockholder value generation.
In addition, the Committee determined
that it was appropriate to award a special grant of performance-based restricted stock to Mr. Christopher in November 2022, as
discussed further under “CEO Special Retention Grant” below, to promote retention of Mr. Christopher through the end
of fiscal year 2027, and in recognition of Mr. Christopher’s strong and consistent leadership of the Company.
VESTING SCHEDULE FOR PERFORMANCE-BASED
RESTRICTED STOCK
To foster executive retention,
100% of the regular annual equity awards given to NEOs in 2022, all of which are performance-based, will cliff vest after a period
of three years. The Committee elected to use a long-term vesting schedule to promote executive retention in our competitive industry
and to incentivize performance. However, given the importance of long-term equity incentive awards in our compensation program,
the Committee provided for accelerated vesting in the event of death, disability or a change in control (as explained in more detail
in the “2022 Grant of Plan Based Awards Table”). The Committee believes that accelerated vesting would be appropriate
in those circumstances to encourage our executives to focus on the potential benefits of a change in control transaction for our
stockholders without harboring concerns for their financial security.
PERFORMANCE CRITERIA FOR PERFORMANCE-BASED
RESTRICTED STOCK
Of the annual equity awards granted
to our NEOs in 2022, 100% are performance-based, and vesting is contingent upon the Company’s performance as measured by
an adjusted earnings before interest, taxes, depreciation and amortization (EBITDA) metric. This single metric was utilized in
2022 to prioritize management’s enhanced attention to earnings and cash flow. Specifically, utilizing this metric ensures
that annual performance-based awards to these NEOs will only vest based upon the achievement of specified earnings growth targets
over a three-year performance period, which for the 2022 grants, was December 26, 2021 to December 28, 2024. For this purpose,
the adjusted EBITDA metric means the average adjusted EBITDA achieved by the Company during each of the three fiscal years during
the performance period, as compared with an adjusted EBITDA target of $373.6 million.
The degree to which the annual
equity awards granted to Messrs. Christopher, Martin, Sigloch and Miritello vest is contingent upon the Company’s actual
performance as compared with the adjusted EBITDA target. The table below illustrates the applicable achievement levels and corresponding
vesting percentages based upon the adjusted EBITDA metric. If the achievement percentage is less than 80%, the vesting percentage
is 0%. Moreover, if the achievement percentage is between the specified levels, the vesting percentage is determined by linear
interpolation.
ADJUSTED EBITDA METRIC
Achievement Percentage |
Vesting Percentage |
<80% |
0% |
80% |
50% |
100% |
100% |
110% |
200% |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 30
To be clear, the adjusted EBITDA
target established for our annual equity grants is just one of a number of different, yet complementary performance metrics utilized
by the Company in its efforts to design an overall compensation program that is appropriately balanced and furthers its underlying
aims. For example, the Company’s performance-based compensation program also incorporates the ambitious short and long-term
operating targets that underlie the Company’s annual cash incentive compensation program and long-term aspirations for strategic
growth.
The Company has traditionally
maintained, and will continue to maintain lofty expectations and goals with respect to stockholder value creation. Nevertheless,
given the primary retention aim of the long-term equity incentive compensation program, the Committee has concluded that the performance-based
criterion for the equity awards granted to our NEOs are appropriate in the context of our well-balanced overall executive compensation
program.
CEO SPECIAL RETENTION GRANT
In November 2022, the Committee
determined to award Mr. Christopher a special, one-time incentive equity grant of restricted stock, which we refer to as
the CEO Special Retention Grant. The CEO Special Retention Grant vests based upon the Company’s actual performance as compared
with an adjusted EBITDA performance target of $373.6 million over a three-year reference period (December 26, 2021 to December
28, 2024), as well as based on Mr. Christopher’s continued employment with the Company through December 31, 2027 (subject
to accelerated vesting on termination of employment due to death or disability, or on a change in control, at the maximum performance
level if such event occurs prior to December 28, 2024, or at the actual performance level if such event occurs after December 28,
2024). The adjusted EBITDA performance criteria applicable to the CEO Special Retention Grant are consistent with the performance
criteria applicable to the annual long-term equity awards granted to our NEOs in 2022, and adjusted EBITDA performance for purposes
of the CEO Special Retention Grant will be assessed in the same manner as the 2022 annual awards. As discussed above under “Performance
Criteria for Annual Performance-Based Restricted Stock,” the Committee views adjusted EBITDA as a critical metric to incentivize
our NEOs and promote creation of stockholder value. However, to enhance its retentive effect, the time-based, cliff vesting component
of the CEO Special Retention Grant extends for a longer duration than the 2022 annual awards, and runs until December 31, 2027.
The award covers 125,000 shares
of restricted stock at target performance level, meaning that if 100% of the adjusted EBITDA target is met, the target number of
125,000 shares will be eligible to vest on December 31, 2027. If 80% of the adjusted EBITDA target is met, the threshold number
of 62,500 shares will be eligible to vest on December 31, 2027. If 110% of the adjusted EBITDA target is met, the maximum number
of 250,000 shares, will be eligible to vest on December 31, 2027.
When considering the CEO Special
Retention Grant, the Committee weighed numerous factors, including Mr. Christopher’s exceptional performance and dedication
to the Company (as evidenced by his long tenure with the Company, the Company’s strong performance under his leadership as
CEO, his prominence within the industry, and his unique ability to generate value for the Company’s stockholders); the need
to ensure that Mr. Christopher will remain with the Company for a sufficient period of time to facilitate the transition of the
CEO role at the appropriate time; and the need to ensure that the Company’s compensation programs are in alignment with the
interests of the Company’s stockholders. Also as part of its consideration process, the Committee engaged Willis Towers to
prepare a market analysis on the size, scope and design of special executive awards granted by other companies to address similar
retention and succession planning factors.
After careful evaluation and
robust discussion, and taking into consideration the independent evaluation performed by Willis Towers, the Committee determined
to approve the CEO Special Retention Grant in November 2022. The Committee felt that making the CEO Special Retention Grant was
of critical importance and served the best interests of the Company, as the Committee viewed the award as necessary to address
the unique retention and succession considerations facing the Company; as being reasonable in size, scope and design; and as being
appropriate relative to the Company’s overall pay-for-performance philosophy, given the strong emphasis placed on both Company
performance and long-term retention.
TIMING OF LONG-TERM EQUITY
AWARD GRANTS
Long-term equity incentive awards
to our Chief Executive Officer and other NEOs are traditionally granted annually, typically following the release of the Company’s
second quarter and six-month operating results, and are based on the determinations of the Committee. Our Chief Executive Officer
makes recommendations to the Committee regarding awards for other NEOs and members of the management team. In 2022, the NEOs received
their annual grants in August.
In granting long-term equity
awards to our NEOs, the Committee applied no set formula for allocating awards, and instead made reasoned, subjective determinations
based upon their performance, the importance of retaining their services, and their role in helping us achieve our long-term goals.
In 2022 (and not including the CEO Special Retention Grant (see above)), we awarded annual grants to our NEOs covering an aggregate
of 128,500 shares.
Moreover, after careful evaluation
of the Company’s future succession and transition planning needs, and in consideration of the vital role Mr. Christopher
has played in the Company’s success throughout his career, the Committee approved the CEO Special Retention Grant in November
2022. As discussed above under “CEO Special Retention Grant,” an ultimate goal of this award is to retain Mr. Christopher’s
valuable services through the end of fiscal year 2027, which services we anticipate will expand to include facilitating the transition
of the Company’s chief executive leadership role.
Perquisites
We offer perquisites to our NEOs,
which we view as an added element of our executive compensation program designed not only to attract, retain and reward our NEOs,
but also to facilitate the performance of their duties on behalf of the Company. The perquisites we provided to our NEOs in fiscal
year 2022 are set forth in the “Summary Compensation Table for 2022”, and included, among others, estate and tax planning,
personal use of our Company airplane, and reimbursement of the income tax liabilities associated with certain perquisites. Estate
and tax planning is provided to certain NEOs to complement our various compensation elements for the purpose of ensuring the NEOs
understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We maintain
a Company-owned airplane primarily to provide efficient transportation for executives, employees and customers to our
geographically dispersed operations. From time to time, when our plane is not being used for business purposes, we allow certain
NEOs to use the plane for personal travel. We have also provided executive physicals as a risk management tool and to ensure our
NEOs are mindful of their personal health. Certain club memberships are provided, and serve the primary aim of facilitating networking
with business clients.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 31
— COMPENSATION
RISK MANAGEMENT
In connection with its continued
appraisal of our compensation program, management, with oversight from the Committee, reviews our compensation policies and practices,
and the overall compensation program with respect to our risk management practices and any potential risk-taking incentives. This
assessment includes a review of the primary elements of our compensation in light of potential risks:
COMPENSATION PROGRAM RISK
CONSIDERATIONS
Pay Mix |
|
• Compensation
program includes an appropriately balanced mix of short and long-term incentives, which mitigates the risk of undue focus on short-term
targets while rewarding performance in areas that are key to our long-term success
• Base
salaries are set at competitive levels to promote stability and give executives an element of compensation that is not at risk. |
Performance Metrics and Goals |
|
• Distinct
performance metrics are used in both our short-term and long-term incentive plans.
• Our
annual incentive compensation program includes a payout scale (and cap) reflective of a pay for performance philosophy. |
Long-term Incentives |
|
• Our long-term equity incentive program is designed to retain key executives and business leaders and to align their interests with those of our stockholders. |
As previously detailed (see page
17), the Company has adopted a series of policies, including bans on pledging and hedging, and a clawback policy, to further mitigate
risk taking behaviors. Beyond our Company clawback policy, which applies to all President and Vice President-level executives,
our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes Oxley Act of 2002.
For these reasons, we believe that our compensation policies and practices are not likely to have a material adverse effect on
the Company.
Tax Considerations
Section 162(m) of the Internal
Revenue Code (the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1,000,000
paid to certain executive officers, subject historically to an exception for qualifying “performance-based compensation.”
The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) of the Code and, among other things,
eliminated the performance-based exception to the $1,000,000 deduction limit and expanded the scope of the executive officers who
are subject to Section 162(m) of the Code.
To maintain flexibility in compensating
executive officers in a manner designed to promote varying corporate goals in the best interest of the company, we consider the
impact of Section 162(m) of the Code when determining executive compensation, but we do not limit our actions with respect to executive
compensation to preserve deductibility under Section 162(m) of the Code if we determine that doing so is in the best interests
of the Company and its stockholders.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 32
| COMPENSATION AND PERSONNEL DEVELOPMENT COMMITTEE REPORT |
The Compensation and Personnel
Development Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required
by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation and Personnel Development Committee recommended
to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
Scott J. Goldman, Chairman
Gary S. Gladstein
Terry Hermanson
— COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During fiscal year 2022, Messrs.
Gladstein, Hermanson and Herzog served on the Compensation and Personnel Development Committee. No member of the Committee was,
during fiscal year 2022, an officer or employee of the Company or was formerly an officer of the Company. In addition, no member
of the Committee, during fiscal year 2022, had any relationship requiring disclosure by the Company as a related party transaction
under Item 404 of Regulation S-K. No executive officer of the Company served on any board of directors or compensation committee
of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year
2022.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 33
|
EXECUTIVE COMPENSATION TABLES |
— SUMMARY
COMPENSATION TABLE FOR 2022
The following table shows compensation of our principal
executive officer, our principal financial officer, and other named executive officers for the 2022, 2021, and 2020 fiscal years,
as applicable.
Name and Principal Position | |
Year | |
Salary ($) | | |
Bonus ($) | |
Stock Awards ($)(1) | |
Non-Equity Incentive Plan Compensation ($) | |
All Other Compensation ($) | | |
Total ($) |
Gregory L. Christopher | |
2022 | |
| 1,450,000 | (2) | |
— | |
25,825,500 | |
7,250,000 | |
| 468,579 | (3) | |
34,994,079 |
Chief Executive Officer & Chairman | |
2021 | |
| 1,376,923 | | |
1,450,000 | |
3,259,125 | |
4,302,885 | |
| 452,834 | | |
10,841,767 |
|
2020 | |
| 1,250,000 | | |
300,000 | |
2,220,750 | |
3,125,000 | |
| 337,398 | | |
7,233,148 |
Jeffrey A. Martin | |
2022 | |
| 425,000 | (2) | |
— | |
3,244,560 | |
1,530,000 | |
| 149,207 | (4) | |
5,348,767 |
EVP, Chief Financial Officer & Treasurer | |
2021 | |
| 425,000 | | |
450,000 | |
999,465 | |
956,250 | |
| 155,458 | | |
2,986,173 |
|
2020 | |
| 400,125 | | |
300,000 | |
681,030 | |
720,225 | |
| 85,802 | | |
2,187,182 |
Steffen Sigloch | |
2022 | |
| 365,000 | (2) | |
— | |
2,974,180 | |
1,314,000 | |
| 181,918 | (5) | |
4,835,098 |
Chief Manufacturing Officer | |
2021 | |
| 365,000 | | |
350,000 | |
956,010 | |
804,825 | |
| 200,848 | | |
2,676,683 |
|
2020 | |
| 344,177 | | |
— | |
651,420 | |
516,266 | |
| 127,321 | | |
1,639,184 |
Christopher J. Miritello | |
2022 | |
| 356,796 | (2) | |
— | |
1,013,925 | |
1,266,061 | |
| 37,434 | (6) | |
2,674,216 |
EVP, General Counsel & Secretary | |
2021 | |
| 337,615 | | |
350,000 | |
304,185 | |
759,634 | |
| 34,110 | | |
1,785,544 |
|
2020 | |
| 330,000 | | |
325,000 | |
177,660 | |
495,000 | |
| 34,680 | | |
1,362,340 |
(1) |
This column represents the aggregate grant date fair value of awards granted to our NEOs,
including the CEO Special Retention Grant, as discussed in the section entitled “CEO Special Retention Grant”,
and assuming, for purposes of any awards subject to performance-based vesting criteria, the probable outcome of the performance
conditions. For information on the valuation assumptions with respect to these awards, refer to Note 17 - Stock-Based Compensation
to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended
December 31, 2022. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily
correspond to the actual value the named executive officers will recognize. |
(2) |
Effective September 12, 2022, Mr. Miritello’s base salary was increased by 2%. No other
NEOs received base salary increases during the fiscal year ended December 31, 2022. |
(3) |
Mr. Christopher’s other compensation includes $251,012 in restricted stock dividends,
including the Special Dividend (as discussed on page 48 below), and accrued interest in respect of shares of restricted stock
that were unvested at the time the Special Dividend was declared and that vested in 2022. Other
compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $28,517 reimbursement
of the income tax liabilities associated with certain perquisites; $125,479 in club memberships; $4,140 in personal tax and
estate planning; $7,538 in travel expenses for Company-sponsored events; and a $12,200 matching contribution to the Company’s
401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $21,378 incurred by
the Company in connection with Mr. Christopher’s personal use of the Company aircraft, calculated based on the cost
of fuel, crew travel, trip-related maintenance and other similar variable costs. Fixed costs, which do not change based on
usage, are excluded as the Company’s aircraft is used predominantly for business purposes. |
(4) |
Mr. Martin’s other compensation includes $115,977 in restricted stock dividends, including
the Special Dividend, and accrued interest in respect of shares of restricted stock that were unvested at the time the Special
Dividend was declared and that vested in 2022. Other compensation also includes $4,544 in club memberships; $9,999 in travel
expenses for Company-sponsored events; a $6,487 reimbursement of income tax liabilities associated with certain perquisites;
and a $12,200 matching contribution to the Company’s 401(k) plan. |
(5) |
Mr. Sigloch’s other compensation includes $169,718 in restricted stock dividends, including
the Special Dividend, and accrued interest in respect of shares of restricted stock that were unvested at the time the Special
Dividend was declared and that vested in 2022. Other compensation also includes a $12,200 matching contribution to the Company’s
401(k) plan. |
(6) |
Mr. Miritello’s other compensation includes $25,234 in restricted stock dividends,
including the Special Dividend, and accrued interest in respect of shares of restricted stock that were unvested at the time
the Special Dividend was declared and that vested in 2022. Other compensation also includes a $12,200 matching contribution
to the Company’s 401(k) plan. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 34
— 2022
GRANTS OF PLAN BASED AWARDS TABLE
The following table sets forth summary information
regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December 31, 2022.
| |
| |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | |
Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3) | |
All Other Stock Awards: Number of Shares of
Stock | |
Grant Date Fair Value of |
Name | |
Grant Date | |
Threshold ($) | |
Target ($) | |
Maximum ($) | |
Threshold (#) | |
Target (#) | |
Maximum (#) | |
or Units (#) | |
Stock Awards ($) |
Gregory L. Christopher | |
— | |
725,000 | |
1,812,500 | |
7,250,000 | |
— | |
— | |
— | |
— | |
— |
| |
8/8/2022 | |
— | |
— | |
— | |
37,500 | |
75,000 | |
150,000 | |
— | |
10,139,250 |
| |
11/9/2022 | |
| |
| |
| |
62,500 | |
125,000 | |
250,000 | |
— | |
15,686,250 |
Jeffrey A. Martin | |
— | |
153,000 | |
382,500 | |
1,530,000 | |
— | |
— | |
— | |
— | |
— |
| |
8/8/2022 | |
— | |
— | |
— | |
12,000 | |
24,000 | |
48,000 | |
— | |
3,244,560 |
Steffen Sigloch | |
— | |
131,400 | |
328,500 | |
1,314,000 | |
— | |
— | |
— | |
— | |
— |
| |
8/8/2022 | |
— | |
— | |
— | |
11,000 | |
22,000 | |
44,000 | |
— | |
2,974,180 |
Christopher J. Miritello | |
— | |
126,606 | |
316,516 | |
1,266,062 | |
— | |
— | |
— | |
— | |
— |
| |
8/8/2022 | |
— | |
— | |
— | |
3,750 | |
7,500 | |
15,000 | |
— | |
1,013,925 |
(1) |
Represents annual cash incentive awards that could have been earned based on performance
in 2022. These columns show awards that were possible at the threshold, target and maximum levels of performance for each
NEO in 2022, determined by multiplying each named executive officer’s actual base salary paid during 2022, by the named
executive officer’s incentive grade level factor, and then by a performance factor of 40% for the threshold level (for
80% achievement of the applicable performance criteria), 100% for the target level (for 100% achievement of the applicable
performance criteria), capped at 400%. |
(2) |
The vesting of shares of performance-based restricted stock granted to our NEOs on
August 8, 2022 is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA performance
metric over a three-year reference period (December 26, 2021 to December 28, 2024). If 80% of the adjusted EBITDA target is
met, the threshold number of shares are eligible for vesting on July 30, 2025. If 110% of the adjusted EBITDA target is met,
the maximum number of shares are eligible for vesting on July 30, 2025. For more information on the performance-based criteria,
please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.” |
(3) |
The vesting of the CEO Special Retention Grant is conditioned upon the Company’s
actual performance as compared with an adjusted EBITDA performance metric over a three-year reference period (December 26,
2021 to December 28, 2024). If 80% of the adjusted EBITDA target is met, the threshold number of shares are eligible for vesting
on December 31, 2027. If 110% of the adjusted EBITDA target is met, the maximum number of shares are eligible for vesting
on December 31, 2027. For more information on the performance-based criteria, please see the section entitled “CEO Special
Retention Grant. |
Narrative Disclosure to Summary Compensation Table
and Grant of Plan Based Awards Table
Employment Agreement with Mr. Christopher
On March 15, 2018, we entered into an indefinite term
employment agreement (the “Employment Agreement”) with Mr. Christopher, pursuant to which he will continue to serve
as the Company’s Chief Executive Officer, reporting directly to the Board. The Employment Agreement replaced Mr. Christopher’s
prior employment agreement and, in so doing, eliminated the “single-trigger” severance to which Mr. Christopher would
have been entitled upon the occurrence of a change in control of the Company.
The Employment Agreement provides that
Mr. Christopher will receive a base salary of not less than $1,100,000 per year and will be eligible to receive an annual bonus
award. For each fiscal year, Mr. Christopher’s target annual bonus will be 125% of his base salary upon achievement of target
performance levels, and he will be eligible for a maximum annual bonus of 250% of base salary when performance equals or exceeds
125% of the applicable performance objectives. The actual annual bonus payable to Mr. Christopher
will be based upon the actual level of achievement of annual Company and individual performance objectives for the applicable year,
as determined by the Committee. In addition, during the term of Mr. Christopher’s employment, the Company will maintain a
term life insurance policy for him with a face value of at least $5 million, and Mr. Christopher will have the right to name the
beneficiary of such term life insurance policy.
In the event that Mr. Christopher’s employment
is terminated for any reason (other than by the Company for “cause” (as defined in the Employment Agreement)), he will,
subject to his execution of a general release in favor of the Company and his continued compliance with certain restrictive covenants
(the “Conditions”), be entitled to receive the following: (i) any accrued but unpaid compensation and benefits; (ii)
any unpaid annual bonus with respect to the previously completed fiscal year; (iii) subject to achievement of the applicable performance
objectives for the fiscal year in which the termination occurs, payment of a prorated annual bonus for such fiscal year; and (iv)
continued medical, dental and hospitalization coverage (or payment in lieu of coverage if coverage is not permitted by applicable
law or the terms of the applicable plan) for Mr. Christopher, his spouse and covered dependents until the latest of Mr. Christopher’s
70th birthday, his spouse’s 70th birthday, and the 3rd anniversary of such termination.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 35
Additionally, if Mr. Christopher’s employment
is terminated by the Company without “cause” or by Mr. Christopher for “good reason” (as defined in the
Employment Agreement), and there has not been a “change in control” (as defined in the Employment Agreement) in the
past 24 months, Mr. Christopher will, subject to the Conditions, be entitled to (i) continued payment of his base salary for 36
months; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus in respect of the fiscal year in which
such termination occurs (or prior fiscal year, if greater), such amount to be paid in equal installments over the 3-year period
following such termination at the same time such amounts would otherwise have been paid had no termination occurred. If Mr. Christopher’s
employment is terminated by the Company without “cause” or by Mr. Christopher for “good reason” within
24 months of a “change in control,” Mr. Christopher will, subject to the Conditions, be entitled to (i) payment of
his base salary for 36 months in a lump sum on the first regularly-scheduled payroll date following the 60th day following
such termination; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus in respect of the fiscal year
in which such termination occurs (or prior fiscal year, if greater), paid in a lump sum on the first regularly-scheduled payroll
date following the 60th day following such termination. The Employment Agreement does not provide for any “single-trigger”
severance payments or benefits.
The Employment Agreement does not provide any gross-up
or tax assistance on the severance benefits. Instead, the Employment Agreement contains a “modified cutback” provision,
which would act to reduce the benefits payable to Mr. Christopher to the extent necessary to avoid a “golden parachute excise
tax,” but only if such reduction would result in Mr. Christopher retaining a larger after-tax amount.
Mr. Christopher is subject to certain restrictive
covenants during the term of his employment and thereafter, including customary non-compete restrictions that apply for one year
post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one
year post-termination. In addition, during the term of his employment and for one year thereafter, Mr. Christopher is prohibited
from contacting any customer or prospective customer of the Company, or any representative of the same, for the purpose of providing
any service or product competitive with any service or product sold or provided by the Company.
Change in Control Agreements with Messrs. Martin,
Sigloch and Miritello
On July 26, 2016, the Company entered
into change in control agreements with certain key members of the management team, including Messrs. Martin and Sigloch. The Company
entered into a substantially similar change in control agreement with Mr. Miritello on January 3, 2017. Pursuant to those agreements,
if, upon or within two years following a “change in control”, the executive’s employment is terminated by the
Company without “cause” (other than on account of death or Disability), or by the executive for “good reason”,
subject to execution of a general release of claims, the executive will be entitled to: (i) an amount equal to two times the executive’s
base salary (as in effect immediately prior to the change in control or, if greater, the date
of such termination); and (ii) an amount equal to two times the average annual bonus paid to the executive (including, for this
purpose only, any amounts deferred) in respect of the three calendar years immediately preceding the calendar year in which the
change in control occurs (or the three calendar years immediately preceding the calendar year of such termination, if greater).
On February 22, 2022, the Company entered into amended change in control agreements with Messrs. Martin and Miritello, pursuant
to which, if, upon or within three years following a “change in control”, the executive’s employment is terminated
by the Company without “cause” (other than on account of death or Disability), or by the executive for “good
reason”, subject to execution of a general release of claims, each executive is entitled to three times the executive’s
base salary and three times the executive’s average annual bonus, as outlined in the foregoing. The terms “change in
control” and “cause” are defined in the 2014 Incentive Plan and the term “good reason” is defined
in each executive’s change in control agreement, as amended. The Company entered into a substantially similar amended change
in control agreement with Mr. Sigloch on July 18, 2022. The agreements also provide that for two years following termination under
the circumstances described above, each of Messrs. Martin, Sigloch and Miritello will receive (subject to the executive’s
election of COBRA continuation coverage under the Company’s group health plan) continued coverage under the Company’s
group health plan at the Company’s cost (or at the direction of the Company, reimbursement for COBRA premiums) for two years
following such termination.
Further, the amended agreements with Messrs. Martin
and Miritello provide that if either executive is terminated without “cause,” notwithstanding the non-occurrence of
a “change in control,” he is entitled to (i) an amount equal to two times the executive’s base salary (as in
effect immediately prior to the date of such termination); and (ii) an amount equal to two times the average annual bonus paid
to the executive (including, for this purpose only, any amounts deferred) in respect of the three calendar years immediately preceding
the calendar year in which such termination occurs.
2019 and 2014 Incentive Plans
In 2021, we maintained the 2019 Incentive Plan and
2014 Incentive Plan (together, the “Plans”), which were approved by our stockholders at our Annual Meetings held in
May 2019 and May 2014 respectively. The Committee administers the Plans and is authorized to, among other things, designate participants,
grant awards, including cash-based awards that historically were intended to qualify as performance-based compensation for purposes
of Section 162(m) of the Internal Revenue Code, determine the number of shares of Common Stock to be covered by awards and determine
the terms and conditions of any awards, and construe and interpret the Plans and award agreements issued pursuant thereto. The
2014 Incentive Plan reserved 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change
in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event. The
2019 Plan reserved 2,000,000 shares of our Common Stock for issuance, subject to adjustments under similar circumstances.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 36
— OUTSTANDING
EQUITY AWARDS AT FISCAL 2022 YEAR-END
The following table sets forth summary information
regarding the outstanding equity awards held by our named executive officers as of December 31, 2022.
| |
| |
Option Awards(1) | |
Stock Awards |
Name | |
Grant Date | |
Number of Securities Underlying Unexercised Options
(#) Exercisable | |
Number of Securities Underlying Unexercised Options
(#) Unexercisable | |
Option Exercise Price ($) | |
Option Expiration Date | |
Number of Shares or Units of Stock That Have Not
Vested (#) | |
Market Value of Shares or Units of Stock That
Have Not Vested ($) | |
Equity Incentive
Plan Awards: Number of Unearned
Shares, Units
or Other Rights That Have
Not Vested (#)(2)(3)(4) | |
Equity Incentive Plan Awards: Market or Payout Value
of Unearned Shares, Units, or Other Rights That Have Not Vested ($) |
Gregory Christopher(6) | |
07/27/2017 | |
— | |
— | |
— | |
— | |
— | |
— | |
8,000 | |
472,000 |
|
07/26/2018 | |
— | |
— | |
— | |
— | |
28,000 | |
1,652,000 | |
50,000 | |
2,950,000 |
|
07/25/2019 | |
— | |
— | |
— | |
— | |
49,000 | |
2,891,000 | |
66,000 | |
3,894,000 |
|
08/07/2020 | |
— | |
— | |
— | |
— | |
45,000 | |
2,655,000 | |
60,000 | |
3,540,000 |
|
08/02/2021 | |
— | |
— | |
— | |
— | |
— | |
— | |
150,000 | |
8,850,000 |
|
08/08/2022 | |
| |
| |
| |
| |
— | |
— | |
150,000 | |
8,850,000 |
|
11/09/2022(5) | |
| |
| |
| |
| |
— | |
— | |
250,000 | |
14,750,000 |
Jeffrey Martin | |
07/27/2017 | |
— | |
— | |
— | |
— | |
— | |
— | |
7,000 | |
413,000 |
|
07/26/2018(7) | |
— | |
— | |
— | |
— | |
4,800 | |
283,200 | |
6,000 | |
354,000 |
|
08/08/2019(9) | |
— | |
— | |
— | |
— | |
8,400 | |
495,600 | |
6,000 | |
354,000 |
|
08/07/2020(11) | |
— | |
— | |
— | |
— | |
15,000 | |
885,000 | |
16,000 | |
944,000 |
|
08/02/2021 | |
— | |
— | |
— | |
— | |
— | |
— | |
46,000 | |
2,714,000 |
|
08/08/2022 | |
— | |
— | |
— | |
— | |
— | |
— | |
48,000 | |
2,832,000 |
Steffen Sigloch | |
07/27/2017 | |
— | |
— | |
— | |
— | |
— | |
— | |
10,000 | |
590,000 |
|
07/26/2018(7) | |
— | |
— | |
— | |
— | |
6,000 | |
354,000 | |
10,000 | |
590,000 |
|
08/08/2019(9) | |
— | |
— | |
— | |
— | |
9,100 | |
536,900 | |
10,000 | |
590,000 |
|
08/07/2020(12) | |
— | |
— | |
— | |
— | |
12,000 | |
708,000 | |
20,000 | |
1,180,000 |
|
08/02/2021 | |
— | |
— | |
— | |
— | |
— | |
— | |
44,000 | |
2,596,000 |
|
08/08/2022 | |
— | |
— | |
— | |
— | |
— | |
— | |
44,000 | |
2,596,000 |
Christopher J. Miritello | |
09/14/2015 | |
11,666 | |
— | |
$24.58 | |
09/14/2025 | |
— | |
— | |
— | |
— |
|
07/27/2017 | |
— | |
— | |
— | |
— | |
— | |
— | |
2,000 | |
118,000 |
|
07/26/2018(8) | |
— | |
— | |
— | |
— | |
4,500 | |
265,500 | |
— | |
— |
|
08/08/2019(10) | |
— | |
— | |
— | |
— | |
2,500 | |
147,500 | |
2,500 | |
147,500 |
|
08/07/2020(12) | |
— | |
— | |
— | |
— | |
4,000 | |
236,000 | |
4,000 | |
236,000 |
|
08/02/2021 | |
— | |
— | |
— | |
— | |
— | |
— | |
14,000 | |
826,000 |
|
08/08/2022 | |
| |
| |
| |
| |
— | |
— | |
15,000 | |
885,000 |
(1) |
The options granted to Mr. Miritello in 2015 are fully vested. All outstanding vested
options are exercisable until they expire on the tenth anniversary of the grant date, subject to earlier cancellation. All
outstanding options were adjusted in March 2017 due to payment of the Special Dividend. The amount of outstanding options
and the exercise prices shown in the above table are post-adjustment. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 37
(2) |
The vesting of shares of performance-based restricted stock granted to
all NEOs in 2016-2019 is conditioned upon the Company’s achievement of a 3.5% compounded annual growth rate in total
stockholder return or diluted earnings per share over a defined reference period, and subject to earlier vesting in connection
with a change in control or a termination of employment due to death, disability or a qualifying retirement (subject, in the
case of a qualifying retirement, to achievement of the performance criteria, measured through the last day of the fiscal year
preceding the year in which such qualifying retirement occurs). For the performance-based restricted stock granted to these
executives on July 27, 2017, the vesting date was February 28, 2023, and the reference period was December 31, 2016, to the
last day of the 2022 fiscal year. For the performance-based restricted stock granted to these executives on July 26, 2018,
the vesting date was February 28, 2023, and the reference period was December 30, 2017, to the last day of the 2022 fiscal
year. (Accordingly, the performance-based restricted stock granted in 2017 and 2018 are reported in the table as units of
stock that have not vested, rather than as unearned equity incentive plan awards.) For the performance-based restricted stock
granted to these executives on August 8, 2019 (or in the case of Mr. Christopher, July 25, 2019), the vesting date is February
28, 2024, and the reference period is December 30, 2018, to the last day of the 2023 fiscal year. |
(3) |
The vesting of shares of performance-based restricted stock granted to our NEOs in 2020 and
2021 is conditioned upon the Company’s actual performance as compared with certain adjusted EBITDA and average ROIC
targets, each weighted on a 50%-50% basis, over a three-year reference period. For the performance-based stock granted in
2020, the vesting date, subject to achievement of the performance condition, is July 30, 2023, and the reference period is
from December 29, 2019 to December 31, 2022. For the performance-based restricted stock granted in 2021, the vesting date,
subject to achievement of the performance condition, is July 30, 2024, and the reference period is from December 27, 2020
to December 30, 2023. To the extent the Company’s actual performance during the applicable reference periods exceeds
the performance condition, our NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for
achievement of 110% of each of the adjusted EBITDA and average ROIC targets). The values reflected in this table reflect the
Company’s current estimate that the maximum award will be achieved. |
(4) |
The vesting of shares of performance-based restricted stock granted to our NEOs in 2022 is
conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. The vesting date, subject
to the achievement of the performance condition, is July 30, 2025, and the reference period is from December 26, 2021 to December
28, 2024. To the extent the Company’s actual performance during the applicable reference period exceeds the performance
condition, our NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for achievement of
110% of the adjusted EBITDA target). The values reflected in this table reflect the Company’s current estimate that
the maximum award will be achieved. For more information on the performance-based criteria, please see the section entitled
“Performance Criteria for Performance-Based Restricted Stock.” |
(5) |
The vesting of the CEO Special Retention Grant is conditioned upon the Company’s actual
performance as compared with an adjusted EBITDA target. The vesting date, subject to the
achievement of the performance condition, is December 31, 2027, and the reference period is from December 26, 2021 to December
28, 2024. For more information on the performance-based criteria, please see the section entitled “CEO Special Retention
Grant. |
(6) |
Shares of time-based restricted stock granted to Mr. Christopher vested or will vest 30%
on each of the third and fourth anniversaries of the vesting commencement date (July 30 of the year of grant), and 40% on
the fifth anniversary of the vesting commencement date, in each case, subject to earlier vesting in connection with a change
in control or a termination of employment due to death or disability. The shares of time-based restricted stock granted to
Mr. Christopher in 2017 are also subject to earlier vesting in connection with a termination of employment by us without cause
or by Mr. Christopher for good reason. |
(7) |
Shares of time-based restricted stock vested or will vest 30% on each of July 30, 2021, and
July 30, 2022, and 40% on July 30, 2023, subject to earlier vesting in connection with a change in control or a termination
of employment due to death or disability. |
(8) |
Shares of time-based restricted stock will vest 100% on July 30, 2023, subject to earlier
vesting in connection with a change in control or a termination of employment due to death or disability. |
(9) |
Shares of time-based restricted stock will vest 30% on each of July 30, 2022, and July 30,
2023, and 40% on July 30, 2024, subject to earlier vesting in connection with a change in control or a termination of employment
due to death or disability. |
(10) |
Shares of time-based restricted stock will vest 100% on July 30, 2024, subject to earlier
vesting in connection with a change in control or a termination of employment due to death or disability. |
(11) |
Shares of time-based restricted stock will vest 30% on each of July 30, 2023, and July 30,
2024, and 40% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment
due to death or disability. |
(12) |
Shares of time-based restricted stock will vest 100% on July 30, 2025, subject to earlier
vesting in connection with a change in control or a termination of employment due to death or disability. |
— 2022 STOCK VESTED AND OPTIONS EXERCISED
The following table sets forth the value realized
by each of our named executive officers as a result of the vesting of restricted stock and exercise of stock options during the
fiscal year ended December 31, 2022.
| |
Option Awards | |
Stock Awards |
Name | |
Number of Shares Acquired on Exercise (#) | |
Value Realized on Exercise ($)(1) | |
Number of Shares Acquired on Vesting (#) | |
Value Realized on Vesting ($)(2) |
Gregory L. Christopher | |
— | |
— | |
76,000 | |
4,991,620 |
Jeffrey A. Martin | |
— | |
— | |
19,200 | |
1,205,264 |
Steffen Sigloch | |
— | |
— | |
26,400 | |
1,647,048 |
Christopher J. Miritello | |
3,000 | |
110,051 | |
2,800 | |
167,276 |
(1) |
The amounts shown in the Value Realized on Exercise Column
equals the number of options exercised multiplied by the market value of the Company’s stock on the exercise date less
the option exercise price. |
(2) |
The amounts shown in the Value Realized on Vesting Column equal the number of shares
vested multiplied by the market value of the Company’s stock on the vesting date. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 38
— |
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL
AS OF THE END OF 2022 |
Pursuant to the employment agreement
with our Chief Executive Officer, and the equity award and change in control agreements with our other named executive officers,
upon a change in control or certain terminations of employment, our named executive officers are entitled to payments of compensation
and benefits and/or accelerated vesting of equity awards, in each case as described below. The table below reflects the amount
of compensation and benefits payable to each named executive officer in the event of (i) a change in control, (ii) an involuntary
termination without cause or a resignation for good reason (specifically, for Messrs. Martin,
Sigloch and Miritello, the occurrence of such a termination upon or within two years following a change in control), and (iii)
a termination by reason of death or disability. The named executive officers are not entitled to any payments in connection with
a termination for cause.
The amounts shown assume the applicable triggering
event occurred on December 31, 2022, and are estimates of the amounts that would be paid to the named executive officers upon the
occurrence of such triggering event.
Name | |
Triggering
Event | |
Salary &
Bonus ($) | | |
Benefits
($) | | |
Accelerated
Vesting of Equity
Awards ($) | | |
Total
($) | |
Gregory L. Christopher | |
Termination Without Cause or for Good Reason | |
| 17,037,500 | (1) | |
| 259,463 | (3) | |
| — | | |
| 17,296,963 | |
|
Termination Due to Death or Disability | |
| 7,250,000 | (2) | |
| 259,463 | (3) | |
| 51,474,872 | (4) | |
| 58,984,335 | |
|
Change in Control | |
| — | | |
| — | | |
| 51,474,872 | (4) | |
| 51,474,872 | |
|
Termination Without Good Reason | |
| — | | |
| 259,463 | (3) | |
| — | | |
| 259,463 | |
Jeffrey A. Martin | |
Termination Without Cause or for Good Reason following a
Change in Control | |
| 2,987,650 | (5) | |
| 36,544 | (5) | |
| 9,488,264 | (4) | |
| 12,512,458 | |
|
Termination Due to Death or Disability | |
| — | | |
| — | | |
| 9,488,264 | (4) | |
| 9,488,264 | |
|
Change in Control | |
| — | | |
| — | | |
| 9,488,264 | (4) | |
| 9,488,264 | |
Steffen Sigloch | |
Termination Without Cause or for Good Reason following a
Change in Control | |
| 2,486,727 | (5) | |
| 36,544 | (5) | |
| 9,983,392 | (4) | |
| 12,506,663 | |
|
Termination Due to Death or Disability | |
| — | | |
| — | | |
| 9,983,392 | (4) | |
| 9,983,392 | |
|
Change in Control | |
| — | | |
| — | | |
| 9,983,392 | (4) | |
| 9,983,392 | |
Christopher J. Miritello | |
Termination Without Cause or for Good Reason following a
Change in Control | |
| 2,394,055 | (5) | |
| 36,544 | (5) | |
| 2,928,180 | (4) | |
| 5,358,779 | |
|
Termination Due to Death or Disability | |
| — | | |
| — | | |
| 2,928,180 | (4) | |
| 2,928,180 | |
|
Change in Control | |
| — | | |
| — | | |
| 2,928,180 | (4) | |
| 2,928,180 | |
(1) |
Includes the value of continuation of base
salary and annual incentive compensation (determined based upon Mr. Christopher’s 2022 target bonus) for three years
post-termination. Also includes the value of a pro-rata bonus for the year of termination, determined based on actual performance,
which is payable upon a termination for any reason (other than by the Company for cause). The pro-rata bonus amount listed
represents Mr. Christopher’s 2022 bonus paid pursuant to our 2022 annual incentive program. If Mr. Christopher is terminated
without cause or resigns for good reason during the 24-month period following a change in control, the amounts will be paid
in a lump sum within 60 days following termination. |
(2) |
Includes the value of a pro-rata bonus for the year of
termination. The pro-rata bonus amount listed represents Mr. Christopher’s 2022 bonus paid pursuant to our 2022 annual
incentive program. |
(3) |
Includes the value of continued participation in the Company’s
benefit plans following termination of employment until Mr. Christopher’s spouse’s 70th birthday, which Mr. Christopher
is entitled to following a termination for any reason (other than by the Company for cause). |
(4) |
Includes the value of accelerated vesting of unvested shares
of restricted stock as of December 31, 2022, based on a per share value of $59.00. Unvested shares of restricted stock granted
to NEOs will vest automatically in connection with a termination due to death or disability or a change in control. Mr. Christopher
is also entitled to accelerated vesting of certain of his awards (excluding, among others, the CEO Special Retention Grant)
upon an involuntary termination without cause or a resignation for good reason. Payments to which named executive officers
are entitled upon the accelerated vesting of restricted stock included payments associated with declared dividends and interest. |
(5) |
Includes the value of: (i) two times the executive’s
base salary as in effect on December 31, 2022; (ii) two times the average annual bonus actually paid to the executive for
the three calendar years preceding December 31, 2022; and (iii) the value of continued participation in Company’s group
health plan for a period of two years. All amounts are payable on an involuntary termination without cause or upon a resignation
by the executive for good reason that occurs upon or within two years following a change in control. As of December 31, 2022,
Messrs. Martin, Sigloch and Miritello were not entitled to any amounts in connection with such an involuntary termination
occurring outside of this two-year, post-change in control window. For additional details on the changes to the payments and
benefits that may become payable to Messrs. Martin, Sigloch and Miritello on a qualifying termination, see the summary of
the change in control agreements contained in the Narrative Disclosure to Summary Compensation Table and Grant of Plan Based
Awards Table above. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 39
— PAY
VERSUS PERFORMANCE TABLE
| |
| |
| |
| |
| |
Value of Initial Fixed $100 Investment Based on: | |
| |
|
Year (a) | |
Summary Compensation Table Total for PEO
($) (b) | |
Compensation Actually Paid to PEO ($)
(c) | |
Average Summary Compensation Total for
Non-PEO NEOs ($) (d) | |
Average Compensation Actually Paid to
Non-PEO NEOs ($) (e) | |
Total Shareholder Return ($) (f) | |
Dow Jones U.S. Building Materials &
Fixtures Index ($) (g) | |
Net Income ($ 000’s) (h) | |
Operating Income ($000’s) (i) |
2022 | |
34,994,079 | |
39,921,017 | |
4,286,027 | |
5,542,672 | |
104 | |
74 | |
658,316 | |
877,149 |
2021 | |
10,841,767 | |
21,073,541 | |
2,482,800 | |
4,483,255 | |
170 | |
144 | |
468,520 | |
655,845 |
2020 | |
7,233,148 | |
8,624,330 | |
1,729,569 | |
2,019,211 | |
112 | |
126 | |
139,493 | |
245,838 |
Column (b). Reflects
compensation amounts reported in the “Summary Compensation Table” for our CEO, Mr. Christopher, for the respective
years shown.
Column
(c). “Compensation actually paid” to our CEO in each of 2022, 2021 and 2020 reflects the respective amounts set forth in
column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with
dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below.
The dollar amounts reflected in column (b) of the above do not reflect the actual amount of compensation earned by or paid to our CEO
during the applicable year. For information regarding the decisions made by our Compensation & Personnel Development Committee
with respect to the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections
of the proxy statements reporting pay for the fiscal years covered in the table above.
Year | |
2020 | |
2021 | |
2022 |
|
CEO | |
Mr. Christopher | |
Mr. Christopher | |
Mr. Christopher |
|
SCT Total Compensation ($) | |
7,233,148 | |
10,841,767 | |
34,994,079 |
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year $) | |
(2,220,750 | ) |
(3,259,125 | ) |
(25,825,500 |
) |
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | |
2,638,875 | |
4,425,375 | |
23,595,500 |
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | |
1,152,600 | |
8,483,199 | |
6,564,886 |
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | |
(179,543 | ) |
582,325 | |
592,052 |
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | |
— | |
— | |
— |
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | |
— | |
— | |
— |
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | |
— | |
— | |
— |
|
Compensation Actually Paid ($) | |
8,624,330 | |
21,073,541 | |
39,921,017 |
|
Equity Valuations: For 2022, performance-based restricted
share unit grant date fair values are calculated using the average high/low stock price as of the date of grant assuming maximum
performance. For 2021 and 2020, performance-based restricted share unit grant date fair values are calculated using the average
high/low stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and
performance accrual modifier as of year-end and as of the date of vest. Time-vested restricted share unit grant date fair values
are calculated using the average high/low stock price as of date of grant. Adjustments have been made using the average high/low
stock price as of year-end and as of each date of vest.
Column (d). The following non-CEO NEOs are
included in the average figures shown for each of 2022, 2021 and 2020: Mr. Martin, Mr. Sigloch and Mr. Miritello.
Column (e). Average “compensation actually
paid” for our non-CEO NEOs in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the
table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights,
these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar
amounts reflected in column (d) of the above do not reflect the actual amount of compensation earned by or paid to our non-CEO
NEOs during the applicable year. For information regarding the decisions made by our Compensation & Personnel Development
Committee with respect to our non-CEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion &
Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 40
Year | |
2020 Average | |
2021 Average | |
2022 Average |
|
Non-CEO NEOs | |
See column (d) note | |
See column (d) note | |
See column (d) note |
|
SCT Total Compensation ($) | |
1,729,569 | |
2,482,800 | |
4,286,027 |
|
Less: Stock and Option Award Values Reported in SCT for the Covered Year $) | |
(503,370 | ) |
(753,220 | ) |
(2,410,888 |
) |
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | |
598,118 | |
1,022,753 | |
2,109,505 |
|
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | |
203,627 | |
1,511,873 | |
1,481,643 |
|
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | |
(8,733 | ) |
219,049 | |
76,385 |
|
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | |
— | |
— | |
— |
|
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | |
— | |
— | |
— |
|
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | |
— | |
— | |
— |
|
Compensation Actually Paid ($) | |
2,019,211 | |
4,483,255 | |
5,542,672 |
|
Equity Valuations: See method as described in Column
(c) note.
Column (f). For the relevant fiscal year, represents
the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on December 31, 2022, December
25, 2021 and December 26, 2020, respectively.
Column (g). For the relevant fiscal year, represents
the TSR of the Dow Jones U.S. Building Materials & Fixtures index ending on each of December 31, 2022, December 25,2021
and December 26, 2020.
Column (h). Reflects “Net Income”
in the Company’s Consolidated Income Statements included in the Company’s Annual Reports for the measurement periods
ending on December 31, 2022, December 25, 2021 and December 26, 2020, respectively.
Column (i). The Company-selected measure is
operating income.
Relationship between Pay and Performance
Below are graphs showing the relationship of “compensation
actually paid” (CAP) to our CEO and other NEOs in 2020, 2021 and 2022 to (i) TSR of both the Company and the Dow Jones U.S.
Building Materials & Fixtures index, (ii) the Company’s net income, and (iii) the Company’s operating income.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 41
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 42
Pay Ratio
In 2022, the total compensation of Mr. Christopher,
our Chief Executive Officer, was $34,994,079 as reported in the “Summary Compensation Table for 2022.” Based on the
methodology described below, we determined that the median employee in terms of total 2022 compensation of all of our employees
(other than Mr. Christopher) received an estimated $42,173 in total compensation for 2022. Therefore, the estimated ratio of 2022
total compensation of Mr. Christopher to the median employee was 830:1.
In general, we offer employees base salary, company
retirement plan contributions, the opportunity to receive incentive awards for performance, and other benefits. In accordance with
SEC rules, the median employee compensation provided above reflects company retirement plan contributions, incentive awards for
2022 performance and other benefits, but does not reflect benefits relating to group life or health plans generally available to
all salaried employees.
To determine median employee compensation, we took
the following steps:
• |
We identified our employee population as of December 31, 2022,
which consisted of approximately 5,137 employees. |
• |
For each employee (other than Mr. Christopher), we determined
the sum of his or her base salary for 2022, and incentive awards for 2022. Comparing the sums, we identified an employee whose
compensation best reflects the Company employees’ median 2022 compensation, taking into account whether their compensation
likely would reflect median employee compensation in future years. |
• |
In accordance with SEC rules, we then determined that employee’s 2022 total compensation
was $42,173 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported
in the Summary Compensation Table. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 43
|
PROPOSAL 4:
ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER
ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
|
In accordance with Section 14A
of the Exchange Act, stockholders are being asked to vote on an advisory, non-binding basis, on the frequency with which the Company
should hold future advisory votes on the compensation of the Company’s NEOs. Stockholders may vote to hold an advisory vote
on NEO compensation every year, every two years, or every three years.
Consistent with the results of
the 2017 advisory vote on the frequency of the stockholder vote on NEO compensation at the Company’s 2017 Annual Meeting,
the Company has presented a proposal for an advisory vote on named executive officer compensation to stockholders each year.
The Board of Directors
believes that an annual advisory vote on executive compensation will give the Company’s stockholders the
best opportunity to provide the Company with direct input each year on the Company’s compensation philosophy, policies and
practices as disclosed in the proxy statement. Therefore, the Board of Directors recommends that stockholders vote to hold future
advisory votes on the compensation of the Company’s NEOs every year. Although the stockholder vote on the frequency of advisory
votes on NEO compensation is not binding on the Board of Directors or the Company, the Board of Directors and the Compensation
and Personnel Development Committee will review the results of the vote and take them into consideration in determining how frequently
to hold future advisory votes on NEO compensation. The option that receives the greatest number of votes cast by our stockholders
will be considered when determining the frequency for holding future advisory votes on our NEOs’ compensation.
|
THE BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS THAT STOCKHOLDERS VOTE TO HOLD FUTURE ADVISORY VOTES ON THE COMPENSATION
OF THE COMPANY’S NAMED EXECUTIVE OFFICERS EVERY YEAR. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 44
|
PRINCIPAL STOCKHOLDERS |
As of March 13, 2023, the following parties were known
by the Company to be the “beneficial owner” of more than five percent of the Common Stock:
Name and Address of Beneficial Owner |
Shares Beneficially Owned |
|
Percent of Class |
Blackrock, Inc.
55 East 52nd Street
New York, NY 10055 |
9,011,331(1) |
|
15.8%(2) |
The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355 |
6,221,492(3) |
|
10.9%(2) |
GAMCO Investors, Inc.
One Corporate Center
Rye, NY 10580 |
4,591,767(4) |
|
8.1%(2) |
Allspring Global Investments Holdings, LLC
525 Market Street, 10th Floor
San Francisco, CA 94015 |
3,543,586(5) |
|
6.2%(2) |
(1) |
This information is based on a Schedule 13G/A
filed by BlackRock, Inc. with the Securities and Exchange Commission (“SEC”) on January 23, 2023. BlackRock filed
this Schedule 13G/A on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G/A reported that BlackRock
has sole voting and dispositive power with respect to 8,898,327 and 9,011,331, respectively, of the shares shown. The Schedule
13G/A also reported that BlackRock Fund Advisors owned 5% or greater of the security class being reported on the Schedule
13G/A. |
(2) |
The percent of class shown was based on the shares of Common
Stock reported on the Schedule 13G/A and the total number of shares outstanding as of December 31, 2022. The difference in
the total number of shares outstanding on December 31, 2022 and March 13, 2023 does not materially affect the percentage of
ownership of the class. |
(3) |
This information is based on a Schedule 13G/A filed by
The Vanguard Group, Inc. (“VGI”) with the SEC on February 9, 2023. According to the Schedule 13G/A, VGI has sole
dispositive power with respect to 6,114,622 of the shares shown. VGI also has shared voting power with respect to 59,177 of
the shares shown, and shared dispositive power with respect to 106,870 of the shares shown. |
(4) |
This information is based on a Schedule 13D/A filed by
GAMCO Investors Inc. (“GBL”) and certain of its affiliates (collectively, the “Gabelli Reporters”)
on August 23, 2022. The Schedule 13D/A reported that GAMCO Asset Management Inc. (“GAMCO”) beneficially owns 2,671,967
of the shares reported; Gabelli Funds, LLC (“Gabelli Funds”) beneficially owns 1,843,500 of the shares reported;
GGCP, Inc. (“GGCP”) beneficially owns 13,500 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially
owns 2,300 of the shares reported; MJG Associates, Inc. beneficially owns 60,000 of the shares reported; and Associated Capital
Group, Inc. beneficially owns 500 of the shares reported. In addition, the Schedule 13D/A reported that each Gabelli Reporter
(and certain executives, directors and other related persons as disclosed on the Schedule 13D/A) has the sole power to vote
or direct the vote and sole power to dispose or to direct the disposition of the Common Stock reported for it, either for
its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does
not have authority to vote 69,300 of the reported shares, (ii) Gabelli Funds, a wholly-owned subsidiary of GBL, has sole dispositive
and voting power with respect to the shares of the Company held by certain funds (the “Funds”) for which it provides
advisory services, so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting
interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s
shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire
voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and
(iv) the power of Gabelli, Associated, GBL, and GGCP is indirect with respect to Common Stock beneficially owned directly
by other Gabelli Reporters. |
(5) |
This information is based on a Schedule 13G filing by Allspring
Global Investments Holdings, LLC (“AGIH”) on January 13, 2023. AGIH filed this Schedule 13G on its own behalf
and on behalf of certain of its affiliates, including Allspring Global Investments, LLC and Allspring Funds Management, LLC
(collectively with AGIH, “Allspring”). The Schedule 13G reported that prior to its sale on November 1, 2021, AGIH
was a subsidiary of Wells Fargo & Company, and that prior to that date, its holdings were included on Schedules 13G filed
by Wells Fargo & Company, LLC. The Schedule 13G reported that Allspring has sole voting and dispositive power with respect
to 3,416,235 and 3,543,586, respectively, of the shares shown. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 45
|
BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS |
The following table
sets forth, as of the close of business on March 13, 2023, information about the 1,687,795 shares of Common Stock (calculated based
on 56,986,044 shares outstanding) beneficially owned by each of the Company’s current directors, nominees for director, executive
officers and named executive officers. The “named executive officers” are those individuals set forth in the “Summary
Compensation Table for 2022” included herein. Unless otherwise indicated, all directors, nominees for director,
executive officers and named executive officers have sole voting and investment power with respect to the shares of Common Stock
reported. The table and the accompanying footnotes set forth the foregoing persons’ current positions with the Company, principal
occupations and employment over the preceding five years, age and directorships held in certain other publicly-owned companies.
Principal Occupation, Employment, etc. | |
| Common Stock Beneficially Owned as of March 13, 2023 | | |
| Percent of Class |
Chairman and Chief Executive Officer | |
| | | |
| | |
Gregory L. Christopher(1) | |
| 813,359 | | |
| 1.4 | % |
Independent Directors | |
| | | |
| | |
Elizabeth Donovan(2) | |
| 25,000 | | |
| | * |
William C. Drummond(3) | |
| 3,200 | | |
| | |
Gary S. Gladstein(5) | |
| 180,695 | | |
| | * |
Scott J. Goldman(6) | |
| 60,145 | | |
| | * |
John B. Hansen(7) | |
| 82,107 | | |
| | * |
Terry Hermanson(8) | |
| 58,126 | | |
| | * |
Charles P. Herzog, Jr.(9) | |
| 38,024 | | |
| | * |
Section 16 Officers | |
| | | |
| | |
Jeffrey A. Martin | |
| 194,783 | | |
| | * |
Executive Vice President, Chief Financial Officer and Treasurer
since February 14, 2013; age 56(11) | |
| | | |
| | |
Christopher J. Miritello | |
| 53,979 | | |
| | * |
Executive Vice President, General Counsel and Secretary
since January 1, 2017; age 40(13) | |
| | | |
| | |
Steffen Sigloch | |
| 178,277 | | |
| | * |
Chief Manufacturing Officer since May 4, 2017; age 54(15) | |
| | | |
| | |
SECTION 16 OFFICERS AND DIRECTORS AS A GROUP | |
| 1,687,795 | | |
| 3.0% | ** |
* |
Less than 1% |
** |
Includes 158,776 shares of Common Stock which are subject
to currently exercisable stock options and 724,300 shares of non-vested restricted stock held by executive officers and directors
of the Company. |
(1) |
The number of shares of Common Stock beneficially owned
by Mr. Christopher includes (i) 493,000 shares of non-vested restricted stock, (ii) 123,500 shares owned by a trust in
which his wife is beneficiary, (iii) 83,500 shares owned by a trust in which he is beneficiary and (iv) 6,800 shares of Common
Stock which are owned by Mr. Christopher’s children. |
(2) |
The number of shares of Common Stock beneficially owned
by Ms. Donovan includes (i) 14,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 2,000
shares of Common stock which are owned by Ms. Donovan’s spouse and (iii) 3,000 shares of non-vested restricted stock. |
(3) |
The number of shares of Common Stock beneficially owned
by Mr. Drummond includes 3,000 shares of non-vested restricted stock. |
(4) |
The number of shares of Common Stock beneficially owned
by Mr. Gladstein includes (i) 39,555 shares of Common Stock which are subject to currently exercisable stock options and (ii)
3,000 shares of non-vested restricted stock. |
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 46
(5) |
The number of shares of Common Stock beneficially
owned by Mr. Goldman includes (i) 39,555 shares of Common Stock which are subject to currently exercisable stock options and
(ii) 3,000 shares of non-vested restricted stock. |
(6) |
The number of shares of Common Stock beneficially owned
by Mr. Hansen includes (i) 16,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 12,500
shares of Common Stock owned by a trust where his wife and children serve as beneficiaries and (iii) 3,000 shares of non-vested
restricted stock. |
(7) |
The number of shares of Common Stock beneficially owned
by Mr. Hermanson includes (i) 20,000 shares of Common Stock which are subject to currently exercisable stock options and (ii)
3,000 shares of non-vested restricted stock. |
(8) |
The number of shares of Common Stock beneficially owned
by Mr. Herzog includes (i) 18,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 5,000
shares of Common Stock owned by a trust of which Mr. Herzog’s children are beneficiaries; (iii) 8,000 shares of Common
Stock owned by a trust of which Mr. Herzog’s spouse is beneficiary and (iv) 3,000 shares of non-vested restricted stock. |
(9) |
Mr. Martin served (i) as Interim Chief Financial Officer
of the Company from October 26, 2012 until February 14, 2013, (ii) as Vice President - Corporate Development of the Company
from January 11, 2011 until October 26, 2012, (iii) as Vice President-Finance & Corporate Development from August 1,
2008 until January 11, 2011, and (iv) as Vice President-Operations, Standard Products Division prior to August 1, 2008. The
number of shares of Common Stock beneficially owned by Mr. Martin includes (i) 105,583 shares of Common Stock owned jointly
between Mr. Martin and his wife and (ii) 89,200 shares of non-vested restricted stock. |
(10) |
Mr. Miritello served as Deputy General Counsel of the Company
from September 15, 2015 to December 31, 2016. Prior to joining the Company, he was associated with the New York office of
Willkie Farr & Gallagher LLP. The number of shares of Common Stock owned by Mr. Miritello includes (i) 11,666 shares
of Common Stock which are subject to currently exercisable stock options and (ii) 30,000 shares of non-vested restricted stock. |
(11) |
Mr. Sigloch served as (i) President – Piping Systems
North America of the Company from May 5, 2016 until May 4, 2017; (ii) President – Extruded Products of the Company from
January 1, 2013 until May 5, 2016, (iii) Corporate Vice President – Engineering and Manufacturing of the Company from
January 1, 2012 until January 1, 2013, and (iv) Vice President – Engineering and Manufacturing of Mueller Europe,
Ltd, from July 1, 2011 until January 1, 2012. Prior to joining the Company on July 1, 2011, Mr. Sigloch served as Chief Executive
Officer of Wieland Copper Products, LLC. The number of shares of Common Stock beneficially owned by Mr. Sigloch includes 91,100
shares of non-vested restricted stock. |
—
DELINQUENT SECTION 16(a) REPORTS
Based solely upon its review
of Forms 3 and 4 received by it, and written representations from certain reporting persons about whether any Form 5 filings were
required, the Company believes that during 2022, all filing requirements applicable to its officers, directors and ten percent
stockholders were complied with.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 47
|
ADDITIONAL
MATTERS |
—
VOTING SECURITIES
At the close of business on the
Record Date, there were 56,986,044 shares of Common Stock outstanding, which are the only shares entitled to be voted at the Annual
Meeting. Each share of Common Stock is entitled to one vote. Only stockholders of record at the close of business on the Record
Date will be entitled to notice of, and to vote at, the Annual Meeting. The Bylaws do not provide for cumulative voting for the
election of directors.
On March 9, 2017,
the Company paid a special dividend (the “Special Dividend”) consisting of $3.00 in cash and $5.00 in principal amount
of the Company’s 6% Subordinated Debentures due 2027 (the “Debentures”, which were fully redeemed by the Company
on April 15, 2021) for each share of Common Stock outstanding as of the close of business on
February 28, 2017. In connection with the Special Dividend, in accordance with the Company’s outstanding stock option plans
and agreements, the Company adjusted the shares subject to and the per share exercise price with respect to outstanding options.
This adjustment resulted in an increase in the number of shares subject to each outstanding option and an adjustment to the option
purchase price designed to maintain the option holders’ intrinsic value following issuance of the Special Dividend. References
in this Proxy Statement to beneficial stock ownership or outstanding options for periods following March 9, 2017 reflect the equitable
adjustment made to options outstanding on February 28, 2017.
— STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2024 ANNUAL MEETING
It is anticipated that the next
Annual Meeting after the one scheduled for May 4, 2023 will be held on or about May 9, 2024. The Company’s Bylaws require
that, for nominations of directors or other business to be properly brought before an Annual Meeting, written notice of such nomination
or proposal for other business must be furnished to the Company. Such notice must contain certain information concerning the nominating
or proposing stockholder and information concerning the nominee and must be furnished by the stockholder (who must be entitled
to vote at the meeting) to the Secretary of the Company, in the case of the Annual Meeting to be held in 2024, no earlier than
December 6, 2023 and no later than January 5, 2024. Such notice must contain the information required by our Bylaws, including
the information required by Rule 14a-19 of the Exchange Act in the case of a stockholder who intends to solicit proxies in support
of director nominees other than the Company’s nominees (unless such solicitation would not be subject to Rule 14a-19 under
the Exchange Act). A copy of the applicable provisions of the Bylaws may be obtained by any stockholder, without charge, upon written
request to the Secretary of the Company at the address set forth below.
In addition to the
foregoing, and in accordance with the rules of the SEC, in order for a stockholder proposal, relating to a proper subject,
to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the Annual Meeting to be held
in 2024, such proposal must be received by the Secretary of the Company by November 24, 2023 in the form required under and subject
to the other requirements of the applicable rules of the SEC. If the date of the Annual Meeting to be held in 2024 is changed to
a date more than 30 days earlier or later than May 9, 2024, the Company will inform the stockholders in a timely fashion of such
change and the date by which proposals of stockholders must be received for inclusion in the proxy materials. Any such proposal
should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder
to prove the date of delivery.
If a stockholder intends to present
a proposal at the 2024 Annual Meeting without any discussion of the proposal in our proxy statement, and the stockholder does not
notify us of such proposal on or before February 7, 2024 as required by SEC Rule 14a-4(c)(1), then proxies received by us for the
2024 Annual Meeting will be voted by the persons named as such proxies in their discretion with respect to such proposal. Notice
of any such proposal is to be sent to the address set forth below.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 48
|
OTHER INFORMATION |
If any matter not described herein
should properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by them as they
deem appropriate. At the date of this Proxy Statement, the Company knew of no other matters which might be presented for stockholder
action at the Annual Meeting.
Consolidated financial statements
for the Company are included in the Annual Report to Stockholders for the year ended December 25, 2021 that accompanies this
Proxy Statement. These financial statements are also on file with the SEC, 100 F Street, N.E., Washington, D.C. 20549 and
with the NYSE. The Company’s SEC filings are also available at the Company’s website at www.muellerindustries.com or
the SEC’s website at www.sec.gov.
A COPY OF THE COMPANY’S
ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR ENDED DECEMBER 25, 2021 (EXCLUDING EXHIBITS) OR, AS NOTED HEREIN, ANY
OF THE COMPANY’S BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES, OR CODE OF ETHICS WILL BE FURNISHED, WITHOUT
CHARGE, BY WRITING TO CHRISTOPHER J. MIRITELLO, CORPORATE SECRETARY, MUELLER INDUSTRIES, INC., AT THE COMPANY’S PRINCIPAL
PLACE OF BUSINESS (150 SCHILLING BOULEVARD, SUITE 100, COLLIERVILLE, TENNESSEE 38017). UPON RECEIPT BY WRITING TO THE FOREGOING
ADDRESS, THE COMPANY WILL ALSO FURNISH ANY OTHER EXHIBIT OF THE ANNUAL REPORT ON FORM 10-K UPON ADVANCE PAYMENT OF THE REASONABLE
OUT-OF-POCKET EXPENSES OF THE COMPANY RELATED TO THE COMPANY’S FURNISHING OF SUCH EXHIBIT.
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 49
—
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING TO BE HELD ON MAY 4, 2023
The Proxy Statement and Annual
Report are available at: http://www.proxyvote.com
You will need the Control Number
included on your proxy card. For the date, time, and location of the Annual General Meeting, please refer to “Solicitation of
Proxies.” For information on how to attend and vote in person at the Annual General Meeting, an identification of the matters
to be voted upon at the Annual General Meeting and the Board’s recommendations regarding those matters, please refer to
“Solicitation of Proxies,” “Election of Directors,” “Appointment of Independent Registered Accounting
Firm”, “Approval of the Compensation of the Company’s Named Executive Officers and “Advisory Vote on
Frequency of the Stockholder Vote on the Compensation of the Company’s Named Executive Officers.”
—
HOUSEHOLDING OF ANNUAL MEETING MATERIALS
The SEC has enacted a rule that
allows multiple investors residing at the same address the convenience of receiving a single copy of annual reports, proxy statements,
prospectuses and other disclosure documents if they consent to do so. This is known as “Householding.” Please note,
if you do not respond, Householding will start 60 days after the mailing of this notice. We will allow Householding only upon certain
conditions. Some of those conditions are:
| • | You
agree to or do not object to the Householding of your materials, |
| • | You
have the same last name and exact address as another investor(s). |
If these conditions are met,
and SEC regulations allow, your household will receive a single copy of annual reports, proxy statements, prospectuses and other
disclosure documents.
You may revoke a prior Householding
consent at any time by contacting Broadridge, either by calling toll-free at (800) 542-1061, or by writing to Broadridge, Householding
Department, 51 Mercedes Way, Edgewood, New York, 11717. We will remove you from the Householding program within 30 days of receipt
of your response, following which you will receive an individual copy of our disclosure document.
By order of the Board of Directors
Christopher J. Miritello
Corporate Secretary
MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 50
ANNUAL MEETING
The Annual Meeting of Stockholders
will be held at the Company’s headquarters at 150 Schilling Boulevard, Second Floor, Collierville, TN 38017, 8:00 a.m. local
time (CDT), May 4, 2023.
CAPITAL STOCK INFORMATION
The Company declared and paid
a quarterly cash dividend of 25 cents per common share in each quarter of 2022. Payment of dividends in the future is dependent
upon our financial condition, cash flows, capital requirements, and other factors.
COMMON STOCK
As of February 17, 2023, the
number of holders of record of Mueller’s common stock was approximately 586.
NEW YORK STOCK EXCHANGE
On February 17, 2023, the closing
price for Mueller’s common stock on the New York Stock Exchange was $74.53.
FORM 10-K
The Company’s Annual Report
on Form 10-K is available on the Company’s website at www.muellerindustries.com or upon written request:
c/o Mueller Industries, Inc.
Attention: Investor Relations
150 Schilling Blvd., Suite 100
Collierville, TN 38017
NYSE CERTIFICATIONS
The Company submitted an unqualified
Section 12(a) CEO Certification to the NYSE in 2022. The Company filed with the SEC the CEO/CFO Certifications required under Section
302 of the Sarbanes-Oxley Act as an exhibit to the Company’s Annual Report on Form 10-K for 2022 and 2021.
MARKET FOR MUELLER INDUSTRIES SECURITIES
Common stock is traded on the
NYSE (MLI).
TRANSFER AGENT, REGISTRAR & PAYING AGENT
To notify the Company of address
changes, lost certificates, dividend payments, or account consolidations, security holders should contact:
American Stock Transfer &
Trust Company, LLC
Shareholder Services Department
6201 15th Avenue
Brooklyn, NY 11219
Toll Free: (800) 937-5449
Local & International: (718)
921-8124
Email: help@astfinancial.com
Website: www.astfinancial.com
BOARD OF DIRECTORS
Gregory L. Christopher, Chairman
Terry Hermanson, Lead Independent Director
Elizabeth Donovan
William C. Drummond
Gary S.Gladstein
Scott J. Goldman
John B. Hansen
Charles P. Herzog, Jr.
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