MUELLER INDUSTRIES INC
For the period ended May 9, 2024. Filed Mar 28, 2024.
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May 9, 2024 · Filed Mar 28, 2024
Contents
PAY VERSUS PERFORMANCE TABLE
| Value of Initial Fixed $100 Investment Based on: | ||||||||
|---|---|---|---|---|---|---|---|---|
| Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Average Summary Compensation Total for Non-PEO NEOs ($) (d) | Average Compensation Actually Paid to Non-PEO NEOs ($) (e) | Total Shareholder Return ($) (f) | Dow Jones US Building Materials & Fixtures Index ($) (g) | Net Income ($ 000’s) (h) | Operating Income ($000’s) (i) |
| 2023 | 19,464,383 | 51,277,489 | 3,793,208 | 8,362,951 | 161 | 137 | 602,897 | 756,053 |
| 2022 | 34,994,079 | 39,921,017 | 4,286,027 | 5,542,672 | 104 | 74 | 658,316 | 877,149 |
| 2021 | 10,841,767 | 21,073,541 | 2,482,800 | 4,483,255 | 170 | 144 | 468,520 | 655,845 |
| 2020 | 7,233,148 | 8,624,330 | 1,729,569 | 2,019,211 | 112 | 126 | 139,493 | 245,838 |
*Column (b).*Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Mr. Christopher, for the respective years shown.
Column (c).“Compensation actually paid” to our CEO in each of 2023, 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (b) of the above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation & Personnel Development Committee with respect to the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.
| Year | 2020 | 2021 | 2022 | 2023 |
|---|---|---|---|---|
| CEO | Mr. Christopher | Mr. Christopher | Mr. Christopher | Mr. Christopher |
| SCT Total Compensation ($) | 7,233,148 | 10,841,767 | 34,994,079 | 19,464,383 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (2,220,750) | (3,259,125) | (25,825,500) | (10,161,450) |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 2,638,875 | 4,425,375 | 23,595,500 | 12,866,850 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 1,152,600 | 8,483,199 | 6,564,886 | 25,375,159 |
| Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (179,543) | 582,325 | 592,052 | 3,732,547 |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — |
| Compensation Actually Paid ($) | 8,624,330 | 21,073,541 | 39,921,017 | 51,277,489 |
Equity Valuations: For 2022 and 2023, 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 2023, 2022, 2021 and 2020: Messrs. Martin, Sigloch and Miritello.
Column (e). Average “compensation actually paid” for our non-CEO NEOs in each of 2023, 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 • 2024 PROXY STATEMENT | 39 |
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| Year | 2020 Average | 2021 Average | 2022 Average | 2023 Average |
|---|---|---|---|---|
| Non-CEO NEOs | See column (d) note | See column (d) note | See column (d) note | See column (d) note |
| SCT Total Compensation ($) | 1,729,569 | 2,482,800 | 4,286,027 | 3,793,208 |
| Less: Stock and Option Award Values Reported in SCT for the Covered Year ($) | (503,370) | (753,220) | (2,410,888) | (1,906,840) |
| Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($) | 598,118 | 1,022,753 | 2,109,505 | 2,414,520 |
| Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($) | 203,627 | 1,511,873 | 1,481,643 | 3,362,068 |
| Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($) | (8,733) | 219,049 | 76,385 | 699,995 |
| Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($) | — | — | — | — |
| Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($) | — | — | — | — |
| Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($) | — | — | — | — |
| Compensation Actually Paid ($) | 2,019,211 | 4,483,255 | 5,542,672 | 8,362,951 |
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 30, 2023, December 31, 2022, December 25, 2021 and December 26, 2020, respectively.
*Column (g).*For the relevant fiscal year, represents the TSR of the Dow Jones U.S. Building Materials & Fixtures index ending on each of December 30, 2023, December 31, 2022, December 25,2021 and December 26, 2020.
*Column (h).*Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports for the measurement periods ending on December 30, 2023, December 31, 2022, December 25, 2021 and December 26, 2020, respectively.
*Column (i).*The Company-selected measure isoperating 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, 2022 and 2023 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 • 2024 PROXY STATEMENT | 40 |
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Pay Ratio
In 2023, the total compensation of Mr. Christopher, our Chief Executive Officer, was $19,464,383 as reported in the “Summary Compensation Table for 2023.” Based on the methodology described below, we determined that the median employee in terms of total 2023 compensation of all of our employees (other than Mr. Christopher) received an estimated $41,468 in total compensation for 2023. Therefore, the estimated ratio of 2023 total compensation of Mr. Christopher to the median employee was 469:1.
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 2023 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 30, 2023, which consisted of approximately 4,509 employees. |
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| • | For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2023, and incentive awards for 2023. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2023 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 2023 total compensation was $41,468 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table. |
| MUELLER INDUSTRIES • 2024 PROXY STATEMENT | 41 |
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