As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our Company, illustrating pay versus performance.
The table below reflects compensation amounts for two Chief Executive Officers for the periods prior to March 7, 2022. Prior to March 7, 2022, William G. Miller II, and Jeffrey I. Badgley, served together as co-Chief Executive Officers of the Company. Effective March 7, 2022, Mr. Miller II was appointed as the Company’s sole Chief Executive Officer and Mr. Badgley was appointed as the Company’s President of International and Military.
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| PROXY STATEMENT | Executive Compensation Tables |
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| · Summary Compensation Table Total · Compensation Actually Paid · · · Value of Initial Investment Based On: · · |
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| Year | CEO (William G. Miller II) (1) ($) | CEO (Jeffrey I. Badgley) (1) ($) | CEO (William G. Miller II) (1)(2) ($) | CEO (Jeffrey I. Badgley) (1)(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs (3) ($) | Average Compensation Paid to Non-CEO NEOs ($) | Miller Industries TSR* ($) | Peer Group TSR* (4) ($) | Net Income (in thousands) ($) | Adjusted Pretax Income (in thousands) (5) ($) |
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| 2024 | 5,520,489 | – | 7,399,482 | – | 1,553,782 | 2,004,340 | 194 | 82 | 63,494 | 98,814 |
| 2023 | 3,057,145 | – | 3,825,865 | – | 1,098,072 | 1,354,312 | 124 | 83 | 58,291 | 86,929 |
| 2022 | 2,769,503 | 1,723,992 | 2,572,103 | 1,625,292 | 844,815 | 795,465 | 77 | 70 | 20,346 | 29,585 |
| 2021 | 689,213 | 689,213 | 689,213 | 689,213 | 413,604 | 413,604 | 94 | 93 | 16,255 | 22,265 |
| 2020 | 760,171 | 760,171 | 760,171 | 760,171 | 369,628 | 369,628 | 104 | 97 | 29,830 | 38,097 |
| (1) | The table below reflects compensation amounts for two Chief Executive Officers for fiscal 2022, 2021, and 2020. Prior to March 7, 2022, William G. Miller II, the “First Co-CEO”, and Jeffrey I. Badgley, the “Second Co-CEO”, served together as co-Chief Executive Officers of the Company. Effective March 7, 2022, Mr. Miller II was appointed as the Company’s sole Chief Executive Officer and Mr. Badgley was appointed as the Company’s President of International and Military. |
| (2) | The dollar amounts reported in these columns represent the amount of “compensation actually paid” to Mr. Miller II and Mr. Badgley, as applicable, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to either Mr. Miller II or Mr. Badgley during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the adjustments in the table below were made to each of Mr. Miller II’s and Mr. Badgley’s total compensation for each year to determine the compensation actually paid. |
| (3) | The names of the Non-CEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Deborah L. Whitmire, William G. Miller, Jeffrey I. Badgley, Josias W. Reyneke, and Vincent Tiano, (ii) for 2022, William G. Miller, Deborah L. Whitmire, Vincent Tiano, Josias W. Reyneke and Jamison Linden (iii) for 2021, Deborah L. Whitmire, Josias W. Reyneke, Vincent Tiano and Jamison Linden, and (iv) for 2020, William G. Miller, Deborah L. Whitmire, Frank Madonia and Josias W. Reyneke. |
| (4) | Represents the weighted total shareholder return (“TSR”) of the peer group described below (the “Peer Group”), weighted according to the respective companies’ stock market capitalization at the beginning of each calendar year. The Peer Group used for this purpose is a peer group recommended by the Compensation Committee’s independent compensation consultant, Pearl Meyer, which group was used and referred to by the Compensation Committee in connection with its review of the Company’s executive compensation program. The Peer Group for fiscal 2020, 2021, and 2022 consisted of: Astec Industries, Inc. (ASTE); Blue Bird Corp. (BLBD); CIRCOR International, Inc. (CIR); Commercial Vehicle Group, Inc. (CVGI); Douglas Dynamics, Inc. (PLOW); Enerpac Tool Group Corp. (EPAC); L.B. Foster Co. (FSTR); Motorcar Parts of America, Inc. (MPAA); NN, Inc. (NNBR); Park-Ohio Holdings Corp. (PKOH); Shyft Group Inc. (SHYF); and Stoneridge, Inc. (SRI). In October 2023, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its Peer Group TSR data for fiscal 2023 and 2024. |
| (5) | Adjusted Pretax Income is a non-GAAP measure. See “Compensation Discussion and Analysis – Executive Annual Bonus Program” for more information regarding this non-GAAP financial measure. |
| * | Total Shareholder Return |
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Item and Value Added (Deducted)
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| · 2024 · · 2023 · · 2022 · · 2021 · · 2020 |
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| CEO | | William G. Miller II | | | William G. Miller II | | | William G. Miller II | | | Jeffrey I. Badgley | | | William G. Miller II | | | Jeffrey I. Badgley | | | William G. Miller II | | | Jeffrey I. Badgley |
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| SCT total compensation | | $5,520,489 | | | $3,057,145 | | | $2,769,503 | | | $1,723,992 | | | $689,213 | | | $689,213 | | | $760,171 | | | $760,171 |
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| Adjustments for stock awards | | | | | | | | | | | | | | | | | | | | | | | |
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| Deduct grant date fair value of equity awards granted in applicable fiscal year (as reported in Summary Compensation Table) | | (2,110,525) | | | — | | | (1,797,000) | | | (898,500) | | | — | | | — | | | — | | | — |
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| Add fair value of equity awards granted in applicable fiscal year as of year end | | 3,261,856 | | | — | | | 1,599,600 | | | 799,800 | | | — | | | — | | | — | | | — |
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| Add change in fair value of unvested equity awards from end of prior fiscal year to end of applicable year | | 830,520 | | | 750,240 | | | — | | | — | | | — | | | — | | | — | | | — |
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| Add change in fair value of vested equity awards from end of prior fiscal year to vesting date | | (102,859) | | | 18,480 | | | — | | | — | | | — | | | — | | | — | | | — |
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| Compensation actually paid (as calculated above pursuant to SEC rules) | | $7,399,482 | | | $3,825,865 | | | $2,572,103 | | | $1,625,292 | | | $689,213 | | | $689,213 | | | $760,171 | | | $760,171 |
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| Average NEOs · 2024 · · 2023 · · 2022 · · 2021 · · 2020 |
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| SCT total compensation | | $1,553,782 | | | $1,098,072 | | | $844,815 | | | $413,604 | | | $369,628 |
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| Adjustments for stock awards | | | | | | | | | | | | | | |
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| Deduct grant date fair value of equity awards granted in applicable fiscal year (as reported in Summary Compensation Table) | | (348,690) | | | — | | | (449,250) | | | — | | | — |
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| Add fair value of equity awards granted in applicable fiscal year as of year end | | 539,100 | | | — | | | 399,900 | | | — | | | — |
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| Add change in fair value of unvested equity awards from end of prior fiscal year to end of applicable year | | 276,840 | | | 250,080 | | | — | | | — | | | — |
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| Add change in fair value of vested equity awards from end of prior fiscal year to vesting date | | (16,692) | | | 6,160 | | | — | | | — | | | — |
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| Compensation actually paid (as calculated above pursuant to SEC rules) | | $2,004,340 | | | $1,354,312 | | | $795,465 | | | $413,604 | | | $369,628 |
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| PROXY STATEMENT | Executive Compensation Tables |
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Relationship Between Compensation Actually Paid and Performance****Measures
The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. In addition, the first graph below further illustrates the relationship between Company TSR and that of the Company’s Peer Group. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs was calculated in accordance with SEC rules and does not fully represent the actual final amount of compensation earned by, or actually paid to, our NEOs during the applicable years.
Compensation Actually Paid and Cumulative TSR
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Compensation Actually Paid and Net Income
Compensation Actually Paid and Adjusted Pretax Income (a Non-GAAP Measure)
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| PROXY STATEMENT | Executive Compensation Tables |
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The following table lists the five financial performance measures that we believe represent the most important financial performance measures we used to link compensation paid to our NEOs to our performance.
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| (in thousands, except total shareholder return and earnings per share, diluted) · · · · · · · · · · · · · · |
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| Measure · · 2024 · · · 2023 · · · 2022 · · · 2021 · · · 2020 |
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| Revenue | $1,257,500 | | $1,153,354 | | $848,456 | | $717,476 | | $651,286 |
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| EBITDA (a Non-GAAP Measure)(1) | $98,128 | | $93,001 | | $40,873 | | $34,157 | | $48,190 |
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| Adjusted Pretax Income (a Non-GAAP Measure)(2) | $98,814 | | $86,929 | | $29,585 | | $22,265 | | $38,097 |
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| Total Shareholder Return | $194 | | $124 | | $77 | | $94 | | $104 |
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| Earnings Per Share, Diluted | $5.47 | | $5.07 | | $1.78 | | $1.42 | | $2.62 |
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| (1) | EBITDA is a non-GAAP financial measure and is defined as earnings before interest, taxes, depreciation and amortization. |
| (2) | See “Compensation Discussion and Analysis - Executive Annual Bonus Program” for a definition of this non-GAAP financial measure. |
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| PROXY STATEMENT | Security Ownership of Certain Beneficial Owners and Management |
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