MILLER INDUSTRIES INC TN
For the period ended Dec 31, 2024. Filed Mar 5, 2025.
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FY2024 · Filed Mar 5, 2025
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Stock Incentive Plan
**12.**STOCK INCENTIVE PLANS
Effective August 1, 2016, the Company adopted the 2016 Stock Incentive Plan (the “2016 Plan”). Pursuant to the 2016 Plan, the Board of Directors may grant up to 800,000 shares under share-based awards to officers, directors, and employees. The 2016 Plan provides for the issuance of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, performance shares, performance units, and other stock-based awards or any combination thereof. The 2016 Plan was approved by the shareholders of the Company at its Annual Meeting on May 26, 2017. The 2016 Plan will terminate on August 1, 2026.
Effective May 26, 2023, the Company adopted the 2023 Non-Employee Director Stock Plan (the “2023 Plan”). Pursuant to the 2023 Plan, the Board of Directors may grant up to 125,000 shares under share-based awards to non-employee directors of the Company. The 2023 Plan provides for the issuance of restricted stock, restricted stock units, unrestricted shares of Common Stock and non-statutory stock options or any combination thereof on the first business day after each annual meeting of shareholders of the Company. The 2023 Plan was approved by the shareholders of the Company at its Annual Meeting on May 26, 2023. The 2023 Plan will terminate on May 26, 2033.
Restricted Stock Units
Restricted stock units are subject only to service conditions. Executive Officer awards under the 2016 Plan vest ratably between three andfive years and non-employee director awards under the 2023 Plan cliff-vest afterone year.
The following table summarizes all transactions related to restricted stock units under the 2016 Plan and the 2023 Plan:
| | | | | | | |
|---|---|---|---|---|---|---|
| (in thousands, except share amounts) · · · Number of Shares of Common Stock/Restricted Stock Units · · Weighted Average Grant Date Fair Value | ||||||
| Non-vested as of December 31, 2022 | | | 160,000 | | $29.95 | |
| Granted | | | 18,835 | | 33.98 | |
| Vested | | | (32,000) | | (29.95) | |
| Forfeited | | | — | | | — |
| Non-vested as of December 31, 2023 | | | 146,835 | | $33.98 | |
| Granted | | | 118,493 | | | 45.99 |
| Vested (1) | | | (50,835) | | | (31.44) |
| Forfeited | | | — | | | — |
| Non-vested as of December 31, 2024 | | | 214,493 | | $38.81 | |
(1) Vested shares include 7,680 shares of common stock that vested and were withheld for employee taxes.
The following table provides additional data related to restricted share unit activity:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| (in thousands, except weighted average period in years) · · 2024 · · 2023 · · 2022 | |||||||||
| Total compensation cost, net of estimated forfeitures, related to non-vested restricted stock unit awards not yet recognized, pre-tax | | $3,973 | | $3,154 | | $4,392 | |||
| Weighted average period in years over which restricted stock unit cost is expected to be recognized (in years) | | | 1.6 | | | 3.2 | | | 4.2 |
| Total grant date fair value of shares of common stock vested during the year | | $1,598 | | $958 | | $— | |||
On April 11, 2023, the Compensation Committee of the Board of Directors adopted the 2023 Executive Annual Bonus Plan (the “2023 Bonus Program”). The 2023 Bonus Program supersedes and replaces the cash bonus programs the Company previously adopted for its Co-Chief Executive Officers in September 2018, for certain of its executive officers in May 2021 and for the Company’s executive officers in February 2022. Annual bonuses under the 2023 Bonus Program are payable in cash or, at higher levels of performance, may be paid partly in cash and partly as a grant of restricted stock units under the 2016 Plan.
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| PART II | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
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