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

PROXY SUMMARY	7
INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	7
2022 PERFORMANCE	8
ANNUAL MEETING OF STOCKHOLDERS	8
AGENDA AND VOTING MATTERS	8
PROPOSAL 1: ELECTION OF DIRECTORS	9
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS	9
PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NEOS	10
PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NEO COMPENSATION	10

PROPOSAL 1: ELECTION OF DIRECTORS	11
SELECTING NOMINEES TO THE BOARD	11
DIRECTOR NOMINEE BIOGRAPHIES	12

CORPORATE GOVERNANCE	14
GOVERNANCE HIGHLIGHTS	14
DIRECTOR INDEPENDENCE	14
BOARD OF DIRECTORS AND ITS COMMITTEES	14
BOARD’S ROLE IN RISK OVERSIGHT	16
STANDARDS OF CONDUCT	17
COMMUNICATION WITH THE BOARD OF DIRECTORS	18
RELATED PARTY TRANSACTIONS	18
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISK MANAGEMENT AND SUSTAINABILITY	18

2022 DIRECTOR COMPENSATION	19
ELEMENTS OF DIRECTOR COMPENSATION	19
2022 NON-EMPLOYEE DIRECTOR COMPENSATION	20
STOCK OWNERSHIP POLICY FOR DIRECTORS	20

PROPOSAL 2: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	21

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	22

PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	23

COMPENSATION DISCUSSION AND ANALYSIS	24
EXECUTIVE SUMMARY	24
DETERMINATION OF EXECUTIVE COMPENSATION	26
ELEMENTS OF COMPENSATION	26
COMPENSATION RISK MANAGEMENT	32

COMPENSATION AND PERSONNEL DEVELOPMENT COMMITTEE REPORT	33
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	33

EXECUTIVE COMPENSATION TABLES	34
SUMMARY COMPENSATION TABLE FOR 2022	34
2022 GRANTS OF PLAN BASED AWARDS TABLE	35
OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END	37
2022 STOCK VESTED AND OPTIONS EXERCISED	38
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2022	39
PAY VERSUS PERFORMANCE TABLE	40

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION	44

PRINCIPAL STOCKHOLDERS	45

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS	46
DELINQUENT SECTION 16(a) REPORTS	47

ADDITIONAL MATTERS	48
VOTING SECURITIES	48
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2024 ANNUAL MEETING	48

OTHER INFORMATION	49
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING TO BE HELD ON MAY 4, 2023	50
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	50

MUELLER INDUSTRIES ● 2023 PROXY STATEMENT 6


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

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

Director Experiences and Skills
	Financial Reporting	International Business	Manufacturing/Industries

	Supply Chain/Logistics	Technology/Cybersecurity	Equity Markets/Securities

	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

•	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.

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.

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.

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.

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.

	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

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.

•	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

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

NEO	Multiple of Base Salary
Mr. Christopher	125%
Mr. Martin	90%
Mr. Sigloch	90%
Mr. Miritello	90%

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.	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.

Achievement Percentage	Vesting Percentage
<80%	0%
80%	50%
100%	100%
110%	200%

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
Chief Executive Officer & Chairman	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
EVP, Chief Financial Officer & Treasurer	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
Chief Manufacturing Officer	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
EVP, General Counsel & Secretary	2020		330,000		325,000	177,660	495,000		34,680		1,362,340

MESSAGE FROMOUR CHAIRMAN

Business & Operational Initiatives

Reporting Initiatives

PROXY SUMMARY

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

2022 PERFORMANCE

ANNUAL MEETING OF STOCKHOLDERS

AGENDA AND VOTING MATTERS

PROPOSAL 1: ELECTION OF DIRECTORS

PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS

PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NEOs

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NEO COMPENSATION

PROPOSAL 1 ELECTION OF DIRECTORS

SELECTING NOMINEES TO THE BOARD

DIRECTOR NOMINEE BIOGRAPHIES

CORPORATE GOVERNANCE

— GOVERNANCE HIGHLIGHTS

— DIRECTOR INDEPENDENCE

— BOARD OF DIRECTORS AND ITS COMMITTEES

— BOARD’S ROLE IN RISK OVERSIGHT

— STANDARDS OF CONDUCT

Anti-Pledging Policy

Insider Trading and Anti-Hedging Policy

Clawback Policy

Code of Business Conduct and Ethics

Director Responsibilities

— COMMUNICATION WITH THE BOARD OF DIRECTORS

— RELATED PARTY TRANSACTIONS

— ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISK MANAGEMENT AND SUSTAINABILITY

2022 DIRECTOR COMPENSATION

— ELEMENTS OF DIRECTOR COMPENSATION

— 2022 NON-EMPLOYEE DIRECTOR COMPENSATION

— STOCK OWNERSHIP POLICY FOR DIRECTORS

PROPOSAL 2 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

PROPOSAL 3 ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

— EXECUTIVE SUMMARY

Our Named Executive Officers

Our Compensation Philosophy and Guiding Principles

Our Compensation Practices At a Glance

2022 Say-on-Pay Vote and Stockholder Engagement

Independent Compensation Advisor

— DETERMINATION OF EXECUTIVE COMPENSATION

— ELEMENTS OF COMPENSATION

Pay-for-Performance and At-Risk Compensation

Long-Term Equity Incentive Compensation Program

Perquisites

— COMPENSATION RISK MANAGEMENT

Tax Considerations

COMPENSATION AND PERSONNEL DEVELOPMENT COMMITTEE REPORT

— COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

EXECUTIVE COMPENSATION TABLES

— SUMMARY COMPENSATION TABLE FOR 2022

— 2022 GRANTS OF PLAN BASED AWARDS TABLE

Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table

Employment Agreement with Mr. Christopher

Change in Control Agreements with Messrs. Martin, Sigloch and Miritello

2019 and 2014 Incentive Plans

— OUTSTANDING EQUITY AWARDS AT FISCAL 2022 YEAR-END

— 2022 STOCK VESTED AND OPTIONS EXERCISED

POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2022

— PAY VERSUS PERFORMANCE TABLE

Relationship between Pay and Performance

Pay Ratio

PROPOSAL 4: ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

PRINCIPAL STOCKHOLDERS

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS

— DELINQUENT SECTION 16(a) REPORTS

ADDITIONAL MATTERS

— VOTING SECURITIES

— STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2024 ANNUAL MEETING

OTHER INFORMATION

— NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING TO BE HELD ON MAY 4, 2023

— HOUSEHOLDING OF ANNUAL MEETING MATERIALS

ANNUAL MEETING

CAPITAL STOCK INFORMATION

COMMON STOCK

NEW YORK STOCK EXCHANGE

FORM 10-K

MESSAGE FROM
OUR CHAIRMAN

PROPOSAL 1

ELECTION OF DIRECTORS

PROPOSAL 2

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PROPOSAL 3

ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND
ANALYSIS

PROPOSAL 4:

ADVISORY VOTE ON THE FREQUENCY OF FUTURE STOCKHOLDER ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

Gregory L. Christopher, Chairman
Terry Hermanson, Lead Independent Director
Elizabeth Donovan
William C. Drummond

(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.

		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.

		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

	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.

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.

					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

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

SEC Form DEF 14A filed by Mueller Industries Inc.