MILLER INDUSTRIES INC TN

First Amended and Restated Change in Control Severance Plan

On November 10, 2024, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of the Company (the “Board”) approved the First Amended and Restated Change in Control Severance Plan (as amended, the “Amended Plan”), which provides for certain changes to the Company’s existing Change in Control Severance Plan. In connection with the adoption of the Amended Plan, the Compensation Committee determined that only the following seven senior executive officers of the Company will be eligible to participate in the Amended Plan: (i) William G. Miller II, President and Chief Executive Officer, (ii) Deborah L. Whitmire, Executive Vice President, Chief Financial Officer and Treasurer, (iii) William G. Miller, Executive Chairman of the Board, (iv) Jeffrey Badgley, President of International and Military, (v) Josias W. Reyneke, Vice President and Chief Information Officer, (vi) Vincent Tiano, Vice President and Chief Revenue Officer and (vii) Frank Madonia, Executive Vice President, Secretary and General Counsel.

The Compensation Committee adopted the changes to the existing plan to enhance executive retention and better align the interests of the Company’s senior executive team with shareholders in connection with any change in control of the Company. In particular, the Amended Plan increased the payout multiples of base salary and annual cash bonus for (i) Mr. Miller II to 2.99x from 2.0x, (ii) Ms. Whitmire and Mr.

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Miller, to 2.5x from 1.5x, and (iii) the remainder of the Company’s seven current senior executive officers participating in the Amended Plan to 2.0x from 1.0x. Based in part upon guidance from Pearl Meyer & Partners, LLC (“Pearl Meyer”), the Compensation Committee’s independent compensation consultant, the Compensation Committee believes that the multiples are within reasonable market levels for change in control related severance benefits and further reflects the Company’s senior executive team’s efforts in driving the substantial increase in shareholder valuation of the Company over the last several years.

The Amended Plan provides that plan participants will be entitled to their applicable payouts on the first to occur of either (i) a change in control, provided that such participants have committed to continue working for the Company for a period of at least one year after the conclusion of the change in control transaction at the same rate of total compensation as such executive(s) received for the year in which the change in control occurred and in such role and capacity as reasonably determined by the buyer in the change in control transaction or (ii) termination of employment by the Company without “cause” or by the executive with “good reason”, each as defined in the Amended Plan.

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

The Compensation Committee, in consultation with Pearl Meyer, believes these changes will (i) better align interests of the executive team with those of the Company’s shareholders in evaluating any potential change in control transaction and (ii) provide the executive team with certainty that their contributions over the years that resulted in substantial increases in shareholder value will be recognized with a change in control transaction where investors also derive premium valuations. The latter is a unique consideration for the Company given the limited use of equity-based compensation prior to 2022 which results in the executive team having lower levels of stock ownership and therefore lower realized value from any transaction.

The Amended Plan also amends the definition of a “change in control” to include a 50% change in the incumbent members of the Board (with the “Incumbent Board” defined under the Amended Plan as the current board of directors of the Company and those directors elected or nominated for election by a majority of the current board of directors of the Company). The Amended Plan further provides that a director seated on the Board after the date hereof as a result of a proxy fight will always be considered a non-incumbent director on the Board, even if a majority of the directors approve of such director.

In addition, the Amended Plan amends the definition of “good reason” to (i) include a change in title or reporting relationship for the executive, (ii) eliminate the ability of the Company to make across-the-board reductions affecting similarly situated executives without triggering “good cause”, (iii) include a material reduction to any material element of the executive’s compensation, and (iv) decrease the relocation radius that would trigger “good cause” from 50 miles to 25 miles.

The Amended Plan has been revised to provide that it cannot be amended or terminated in any manner that would reduce benefits to a participant without the participant’s express written consent, except to the minimum extent required to comply with any applicable law.

The foregoing description of the terms of the Amended Plan is qualified in its entirety by reference to the Amended Plan, which will be filed as an exhibit to the Company’s annual report on Form 10-K for the fiscal year ending December 31, 2024.

Securities Trading Plans of Directors and Executive Officers

During the quarter ended September 30, 2024, no director orofficer of the Company adopted, modified, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

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