MUELLER INDUSTRIES, INC. - DEF 14A

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
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	Definitive Proxy Statement
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	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):
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	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)	2023 ($)		2022 ($)		2021 ($)		2020 ($)		2019 ($)
Net sales		3,420,345		3,982,455		3,769,345		2,398,043		2,430,616
Operating income		756,053		877,149		655,845		245,838		191,403
Net income		602,897		658,316		468,520		139,493		100,972
Adjusted EBITDA⁽¹⁾		778,662		914,507		645,535		272,399		232,648
Diluted earnings per share		5.30		5.82		4.12		1.24		0.90
Dividends per share⁽³⁾		0.60		0.50		0.26		0.20		0.20

SUMMARY OF CASH FLOW
Cash Flow from Operations		672,766		723,943		311,701		245,073		200,544
Capital Expenditures		54,025		37,639		31,833		43,885		31,162
Free-Cash Flow⁽²⁾		618,741		686,304		279,868		201,188		169,382

SIGNIFICANT YEAR-END DATA
Cash, cash equivalents and ST investments		1,269,039		678,881		87,924		119,075		97,944
Total Assets		2,759,301		2,242,399		1,728,936		1,528,568		1,370,940
Total Debt		981		2,029		1,875		327,876		386,254
Ratio of current assets to current liabilities		6.4 to 1		4.4 to 1		2.7 to 1		2.4 to 1		3.0 to 1
Book value per share⁽³⁾		20.48		15.71		10.67		6.81		5.65

2023 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.
(3)	Adjusted for the two-for-one stock split that occurred on October 20, 2023.

MESSAGE FROM
OUR CHAIRMAN

Dear Stockholders:

In terms of financial performance, 2023 was the second best year in the history of our Company, surpassed only by the record year we had in 2022. Net income was approximately $602.9 million on $3.4 billion in sales; we generated an impressive $672.8 million in cash flow from operations; and we delivered a 61.9% return to our shareholders.

This strong performance occurred despite challenging market conditions, most notably interest rates reaching multiyear highs and persistent inflation. While our U.S. businesses experienced the greatest decline in demand over the prior year, overall end user consumption remained at reasonable levels. We largely attribute the decline in demand to customers’ rebalancing their inventories as a result of the surpluses they built amidst the supply chain disruptions experienced in 2021-2022. For our international operations, changes in business conditions in 2023 were less significant, as the softening of those markets predated the impact in the U.S.

Operations Overview

After operating in 2022 at a fairly intense pace, 2023 can be characterized as a year of ’‘optimization’’. Generally speaking, we focused on executing on projects aimed at improving overall efficiencies to adjust to changing conditions. We executed on increasing productive capacity and throughput, thereby enabling us to consolidate volumes and close duplicative and higher cost operations. Although a lot of this work did not necessarily bolster our financial results in 2023, the time and resources we invested have strengthened us for 2024 and beyond.

In addition to all of the other work we had on our plates, we also persevered through two unforeseen disasters. In March of 2023, a category 3 tornado directly hit our copper fittings plant in Covington, Tennessee. The tornado crippled one of our core operations, and also hit the local community hard. Nonetheless, our people demonstrated their “can do spirit” as they set up temporary manufacturing operations and leveraged other Mueller operations, as well as both suppliers and competitors, to maintain the flow of products, all with an unrelenting commitment to servicing our customers. As we approach the one-year anniversary of this event, the plant remains closed, but the reconstruction of the building and offices is nearing completion. Some manufacturing activity will resume during the second quarter of 2024, but a full recovery will take significantly longer. We expect to recoup our losses, including extensive business interruption losses, through our insurance upon completion of the restoration process.

The tornado at Covington came on the heels of the previously reported fire that leveled the primary manufacturing plant and administrative offices of our Westermeyer business in Bluffs, Illinois in late 2022. Throughout 2023, the Westermeyer team worked tirelessly to recover and rebuild, all while operating out of makeshift operations. We can now report that our new facility is complete, and that the installation of new and advanced manufacturing equipment is underway. Not only will the business begin operating at full strength by May, but it will also now have ample space and capacity to grow and expand.

Although these adversities presented some significant hurdles for our team, they have also elevated and better positioned these businesses for the future. To have achieved the results we did notwithstanding the variety of challenges we faced is truly a testament to the resilience of our dedicated team and business model.

At our core, we are a manufacturer, and our people are our most important resource. We are proud to report that in 2023, we again set new records in our safety performance, reducing our incident rate per hour worked by 10% to our lowest rate since we began maintaining these statistics. Safety is imperative, and we will continue to pursue operational excellence and strive towards our goal of no accidents.

Financial Health

Our financial health is excellent. We ended 2023 with cash and short-term investments totaling $1.3 billion net of debt, and a current ratio of 6.4 to 1. Our operations are well

capitalized, and we will continue to reinvest to be a low cost, sustainable producer. For the fourth straight year, we have announced a double-digit (33%) dividend increase. We will continue to deploy capital in both a balanced and opportunistic manner, maintaining a long-term focus on growth with a goal of delivering double-digit compounded annual returns.

* announced

Outlook

We have a positive business outlook for 2024 and beyond. Although government infrastructure spending to date across most categories has not proceeded as rapidly as news headlines may suggest, the increasingly apparent need to replace aging systems will help ignite these markets and amplify demand for our products as conditions improve. With respect to building construction, our primary market, housing, remains underserved, and the moderation of interest rates — which we believe have hit their peak — will similarly spur demand.

One enduring source of our confidence is the nature of our product base, which is used in a wide range of applications from water quality and transmission, to climate comfort, to food preservation and more. The common thread across our portfolio is that our products are essential to everyday life. It is these types of critical infrastructure products on which we will continue to invest, focus, and seek new, potentially transformational growth opportunities.

Without a doubt, 2024 will present new challenges and opportunities, but our organization is experienced, hungry and prepared to tackle them. We are extremely grateful and proud of our dedicated employees who make Mueller the best in the business. We thank our customers for their loyalty, and you, our stockholders, for your continued investment in our Company.

Very truly yours,

Greg Christopher

Chairman & CEO

THURSDAY, MAY 9, 2024

8:00 A.M., Central Time

150 Schilling Boulevard
Collierville, Tennessee 38017

NOTICE

of Annual Meeting
of Stockholders

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.

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 8, 2025), 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 28, 2024;
3.	To conduct an advisory vote on the compensation of the Company’s named executive officers (“NEOs”);
4.	To approve the Company’s 2024 Incentive Plan; and

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 14, 2024, 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 28, 2024

TABLE OF CONTENTS

PROXY SUMMARY	7
INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	7
2023 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: APPROVAL OF THE COMPANY’S 2024 INCENTIVE PLAN	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	15
BOARD’S ROLE IN RISK OVERSIGHT	16
STANDARDS OF CONDUCT	16
COMMUNICATION WITH THE BOARD OF DIRECTORS	17
RELATED PARTY TRANSACTIONS	17
CORPORATE SUSTAINABILITY	18

2023 DIRECTOR COMPENSATION	19
ELEMENTS OF DIRECTOR COMPENSATION	19
2023 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	31

COMPENSATION AND PERSONNEL DEVELOPMENT COMMITTEE REPORT	32
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	32

EXECUTIVE COMPENSATION TABLES	33
SUMMARY COMPENSATION TABLE FOR 2023	33
2023 GRANTS OF PLAN BASED AWARDS TABLE	34
OUTSTANDING EQUITY AWARDS AT FISCAL 2023 YEAR-END	36
2023 STOCK VESTED AND OPTIONS EXERCISED	37
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2023	38
PAY VERSUS PERFORMANCE TABLE	39

PROPOSAL 4: APPROVAL OF THE 2024 INCENTIVE PLAN	42
BACKGROUND	42
2024 PLAN SUMMARY	43

PRINCIPAL STOCKHOLDERS	47

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS	48
DELINQUENT SECTION 16(a) REPORTS	49

ADDITIONAL MATTERS	50
VOTING SECURITIES	50
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2025 ANNUAL MEETING	50

OTHER INFORMATION	51
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING TO BE HELD ON MAY 9, 2024	52
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	52
2024 INCENTIVE PLAN	A-1

MUELLER INDUSTRIES • 2024 PROXY STATEMENT

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 – Approval of 2024 Incentive Plan	FOR	42

	2023		2022
Audit Fees	$	3,504,288	$	3,298,330
Audit-Related Fees	$	71,234	$	53,000
Tax Fees	$	494,663	$	617,000
All Other Fees		—		—
	$	4,070,185	$	3,968,330

•	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 62 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 71 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.

WILLIAM C. DRUMMOND
Age 70 Director Since 2022	Mr. Drummond, a Certified Public Accountant, has served as a Principal of The Marston Group PLC, a CPA and advisory firm, since 2013. Prior to that, he was a Partner at Ernst & Young LLP (“EY”). Mr. Drummond was nominated to serve as a director of the Company because of his strength in the area of accounting, combined with his financial acumen, and his knowledge of and experience with tax and audit matters. He currently serves on the Audit Committee.

GARY S. GLADSTEIN
Age 79 Director Since 2000	Mr. Gladstein served as Chairman of the Board of Directors of the Company from 2013 to 2015, and was previously a director of the Company from 1990 to 1994. Mr. Gladstein is currently an independent investor and consultant. From the beginning of 2000 to August 31, 2004, Mr. Gladstein was a Senior Consultant at Soros Fund Management. He was a partner and Chief Operating Officer at Soros Fund Management from 1985 until his retirement at the end of 1999. During the past five years, Mr. Gladstein also served as a director of Inversiones y Representaciones Sociedad Anónima, Darien Rowayton Bank and a number of private companies. Mr. Gladstein was nominated to serve as a director of the Company because of his financial and accounting expertise, combined with his years of experience providing strategic advisory services to complex organizations. In addition, having been a member of the compensation, audit and other committees of public company boards, Mr. Gladstein is deeply familiar with corporate governance issues. He currently serves on the Compensation and Personnel Development Committee.

SCOTT J. GOLDMAN
Age 71 Director Since 2008	For 12 years, Mr. Goldman has served as Chief Executive Officer of TextPower, Inc., which provides software-integrated text messaging alerts to utilities, municipalities and courts. He holds multiple patents for cybersecurity-related authentication technologies and speaks, writes and educates executives about cybersecurity matters. He has assisted Fortune 1000 companies in licensing, developing, building and operating wireless technologies and systems around the world. Mr. Goldman was nominated to serve as a director of the Company because of his extensive experience with cybersecurity, advanced technologies and global market strategies. He currently serves as Chairman of the Compensation and Personnel Development Committee, and is also a member of the Nominating and Governance Committee.

JOHN B. HANSEN
Age 77 Director Since 2014	Prior to his retirement as an Executive Vice President of the Company in 2014, Mr. Hansen served the Company in a variety of roles, including President-Plumbing Business, President-Manufacturing Operations and Senior Vice President – Strategy and Industry Relations. Mr. Hansen was nominated to serve as a director because of his extensive industry experience and deep knowledge of the Company, its full array of operations and the global markets it serves. He currently serves as Chairman of the Audit Committee, and is also a member of the Nominating and Governance Committee.

TERRY HERMANSON Lead Independent Director
Age 81 Director Since 2003	Mr. Hermanson has been the principal of Mr. Christmas Incorporated, a wholesale merchandising company, since 1978, and presently serves as its Chairman. Mr. Hermanson was nominated to serve as a director of the Company because of his extensive experience in manufacturing, importing, sales, international business and strategic planning. In addition to serving as Lead Independent Director, Mr. Hermanson is also a member of the Compensation and Personnel Development Committee.

CHARLES P. HERZOG, JR.
Age 66 Director Since 2017	Since 2010, Mr. Herzog has been a principal at Atadex LLC, a firm he co-founded. He co-founded a second firm, Vypin LLC, in 2016. Atadex and Vypin provide advanced technological and data delivery solutions to support the transportation logistics industry. Mr. Herzog was nominated to serve as a director of the Company based on his extensive knowledge of the transportation logistics industry, and the developing technologies that support it. He currently serves as a member of the Audit 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 of Directors 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 $80,000.
Meeting fees	• $3,000 per Audit Committee meeting attended • $1,500 per Compensation and Personnel Development Committee, or Nominating and Governance Committee meeting attended
Annual fees for Committee Chairs	• $25,000 for the Audit Committee Chair • $10,000 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 on May 4, 2023 (adjusted to 6,000 shares following the two-for-one stock split that occurred on October 20, 2023).

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	⁽¹⁾	Cash Dividends ($)	Total ($)
Elizabeth Donovan	94,500	215,775		3,150	313,425
William C. Drummond	98,000	215,775		3,150	316,925
Gary S. Gladstein	83,000	215,775		3,150	301,925
Scott J. Goldman	97,500	215,775		3,150	316,425
John B. Hansen	127,500	215,775		3,150	346,425
Terry Hermanson	93,000	215,775		3,150	311,925
Charles P. Herzog, Jr.	100,500	215,775		3,150	319,425

	2023		2022
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)	$	3,504,288	$	3,298,330
Audit-Related Fees (assurance and other services, including international accounting and reporting compliance)	$	71,234	$	53,000
Tax Fees (tax compliance, advice and planning)	$	494,663	$	617,000
All Other Fees		—		—
	$	4,070,185	$	3,968,330

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 recovery policy applicable to all senior employees, including all NEOs, our controller, all president and vice president level personnel, and any other employees involved in policymaking functions.

•	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
73%	50%
86%	75%
100%	100%
109%	250%
118%	300%
127%	350%
136%	400%

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%	50%
110%	200%

Name and Principal Position	Year	Salary ($)			Bonus ($)	Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)			Total ($)
Gregory L. Christopher Chief Executive Officer & Chairman	2023		1,450,000	⁽²⁾	—	10,161,450	7,250,000		602,933	⁽³⁾	19,464,383
	2022		1,450,000		—	25,825,500	7,250,000		468,579		34,994,079
	2021		1,376,923		1,450,000	3,259,125	4,302,885		452,834		10,841,767
Jeffrey A. Martin EVP, Chief Financial Officer & Treasurer	2023		434,808	⁽²⁾	—	2,709,720	1,565,307		130,052	⁽⁴⁾	4,839,887
	2022		425,000		—	3,244,560	1,530,000		149,207		5,348,767
	2021		425,000		450,000	999,465	956,250		155,458		2,986,173
Steffen Sigloch Chief Manufacturing Officer	2023		367,527	⁽²⁾	—	2,107,560	1,323,097		143,328	⁽⁵⁾	3,941,512
	2022		365,000		—	2,974,180	1,314,000		181,918		4,835,098
	2021		365,000		350,000	956,010	804,825		200,848		2,676,683
Christopher J. Miritello EVP, General Counsel & Secretary	2023		359,266	⁽²⁾	—	903,240	1,293,358		42,360	⁽⁶⁾	2,598,224
	2022		356,796		—	1,013,925	1,266,061		37,434		2,674,216
	2021		337,615		350,000	304,185	759,634		34,110		1,785,544

(1)	This column represents the aggregate grant date fair value of awards granted to our NEOs 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 18 - 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 30, 2023. 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 24, 2023, Mr. Martin’s base salary was increased by 10%, and each of Messrs. Sigloch’s and Miritello’s base salaries was increased by 3% each. The increases were awarded on account of the NEOs’ continued contributions to the Company, leadership and seniority, and in the case of Mr. Martin’s larger percentage increase, the longer length of time since his last base salary increase. Mr. Christopher’s base salary remained unchanged in 2023.
(3)	Mr. Christopher’s other compensation includes $464,360 in dividends on restricted stock that vested in 2023. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $30,002 reimbursement of the income tax liabilities associated with certain perquisites; $40,748 in club memberships; $4,488 in personal tax and estate planning; $6,582 in travel expenses for Company-sponsored events; and a $13,200 matching contribution to the Company’s 401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $25,238 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 $107,888 in dividends on restricted stock that vested in 2023. Other compensation also includes $8,964 in club memberships; and a $13,200 matching contribution to the Company’s 401(k) plan.
(5)	Mr. Sigloch’s other compensation includes $130,128 in dividends on restricted stock that vested in 2023. Other compensation also includes a $13,200 matching contribution to the Company’s 401(k) plan.
(6)	Mr. Miritello’s other compensation includes $29,160 in dividends on restricted stock that vested in 2023. Other compensation also includes a $13,200 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⁾			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock Awards ($)
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock Awards ($)
Gregory L. Christopher	—	725,000	1,812,500	7,250,000	—	—	—	—	—
	10/26/2023	—	—	—	67,500	135,000	270,000	—	10,161,450
Jeffrey A. Martin	—	156,531	391,327	1,565,307	—	—	—	—	—
	10/26/2023	—	—	—	18,000	36,000	72,000	—	2,709,720
Steffen Sigloch	—	132,310	330,774	1,323,097	—	—	—	—	—
	10/26/2023	—	—	—	14,000	28,000	56,000	—	2,107,560
Christopher J. Miritello	—	129,336	323,339	1,293,358	—	—	—	—	—
	10/26/2023	—	—	—	6,000	12,000	24,000	—	903,240

			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	07/25/2019	⁽⁵⁾	—	—	—	—	56,000	2,640,400	132,000	6,223,800
Gregory Christopher	08/07/2020	⁽⁵⁾	—	—	—	—	63,000	2,970,450	—	—
	08/02/2021		—	—	—	—	—	—	300,000	14,145,000
	08/08/2022		—	—	—	—	—	—	300,000	14,145,000
	11/09/2022	⁽⁶⁾	—	—	—	—	—	—	500,000	23,575,000
	10/26/2023						—	—	270,000	12,730,500
Jeffrey Martin	08/08/2019	⁽⁷⁾	—	—	—	—	9,600	452,640	12,000	565,800
Jeffrey Martin	08/07/2020	⁽⁹⁾	—	—	—	—	21,000	990,150	—	—
	08/02/2021		—	—	—	—	—	—	92,000	4,337,800
	08/08/2022		—	—	—	—	—	—	96,000	4,526,400
	10/26/2023		—	—	—	—	—	—	72,000	3,394,800
Steffen Sigloch	08/08/2019	⁽⁷⁾	—	—	—	—	10,400	490,360	20,000	943,000
Steffen Sigloch	08/07/2020	⁽¹⁰⁾	—	—	—	—	24,000	1,131,600	—	—
	08/02/2021		—	—	—	—	—	—	88,000	4,149,200
	08/08/2022		—	—	—	—	—	—	88,000	4,149,200
	10/26/2023		—	—	—	—	—	—	56,000	2,640,400
Christopher J. Miritello	09/14/2015		15,330	—	$12.29	09/14/2025	—	—	—	—
	08/08/2019	⁽⁸⁾	—	—	—	—	5,000	235,750	5,000	235,750
	08/07/2020	⁽¹⁰⁾	—	—	—	—	8,000	377,200	—	—
	08/02/2021		—	—	—	—	—	—	28,000	1,320,200
	08/08/2022		—	—	—	—	—	—	30,000	1,414,500
	10/26/2023		—	—	—	—	—	—	24,000	1,131,600

RESULTS AT A GLANCE

2023 HIGHLIGHTS

MESSAGE FROM OUR CHAIRMAN

Dear Stockholders:

Operations Overview

Financial Health

Outlook

NOTICE

PROXY SUMMARY

— INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

— 2023 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: APPROVAL OF THE COMPANY’S 2024 INCENTIVE PLAN

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

Recovery Policy

Code of Business Conduct and Ethics

Director Responsibilities

— COMMUNICATION WITH THE BOARD OF DIRECTORS

— RELATED PARTY TRANSACTIONS

— CORPORATE SUSTAINABILITY

2023 DIRECTOR COMPENSATION

— ELEMENTS OF DIRECTOR COMPENSATION

— 2023 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

2023 Say-on-Pay Vote and Stockholder Engagement

— DETERMINATION OF EXECUTIVE COMPENSATION

— ELEMENTS OF COMPENSATION

Pay-for-Performance and At-Risk Compensation

Base Salary and Traditional Benefits

Annual Incentive 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 2023

— 2023 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 2023 YEAR-END

— 2023 STOCK VESTED AND OPTIONS EXERCISED

— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2023

— PAY VERSUS PERFORMANCE TABLE

Relationship between Pay and Performance

Pay Ratio

PROPOSAL 4:

APPROVAL OF THE 2024 INCENTIVE PLAN

— BACKGROUND

— 2024 PLAN SUMMARY

Purpose

Administration

MESSAGE FROM
OUR CHAIRMAN

(1)	The options granted to Mr. Miritello in 2015 are fully vested. All outstanding vested options are exercisable until they expire on the tenth anniversary of the grant date, subject to earlier cancellation. All outstanding options were adjusted (i) in March 2017 due to payment of a special dividend, and (ii) subsequently adjusted in October 2023 in connection with the two-for-one stock split approved by our Board of Directors. The amount of outstanding options and the exercise prices shown in the above table are post-adjustments.
(2)	The vesting of shares of performance-based restricted stock granted to all NEOs in 2019 is conditioned upon the Company’s achievement of a 3.5% compounded annual growth rate in total stockholder return or diluted earnings per share over a defined reference period, and subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability or a qualifying retirement (subject, in the case of a qualifying retirement, to achievement of the performance criteria, measured through the last day of the fiscal year preceding the year in which such qualifying retirement occurs). For the performance-based restricted stock granted to these executives on August 8, 2019 (or in the case of Mr. Christopher, July 25, 2019), the vesting date was February 28, 2024, and the reference period was December 30, 2018, to the last day of the 2023 fiscal year.
(3)	The vesting of shares of performance-based restricted stock granted to our NEOs in 2021 is conditioned upon the Company’s actual performance as compared with certain adjusted EBITDA and average ROIC targets, each weighted on a 50%-50% basis, over a three-year reference period. For these grants, the vesting date, subject to achievement of the performance condition, is July 30, 2024, and the reference period is from December 27, 2020 to December 30, 2023. To the extent the Company’s actual performance during the applicable reference periods exceeds the performance condition, our NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for achievement of 110% of each of the adjusted EBITDA and average ROIC targets). The values reflected in this table reflect the Company’s current estimate that the maximum award will be achieved.

(4)	The vesting of shares of performance-based restricted stock granted to our NEOs in 2022 and 2023 is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. For the 2022 grants, the vesting date, subject to the achievement of the performance condition, is July 30, 2025, and the reference period is from December 26, 2021 to December 28, 2024. For the 2023 grants, the vesting date, subject to the achievement of the performance condition, is July 30, 2026 (for Messrs. Christopher, Martin and Sigloch) or July 30, 2028 (for Mr. Miritello), and the reference period is from January 1, 2023 to December 27, 2025. For more information on the performance-based criteria for the 2023 grants, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.” To the extent the Company’s actual performance during the applicable reference period exceeds the performance condition, our NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for achievement of 110% of the adjusted EBITDA target). The values reflected in this table reflect the Company’s current estimate that the maximum awards will be achieved.
(5)	Shares of time-based restricted stock granted to Mr. Christopher in 2019 and 2020 vested or will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30 of the year of grant), and 40% on the fifth anniversary of the vesting commencement date, in each case, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(6)	The vesting of this one-time restricted stock grant to Mr. Christopher is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. The vesting date, subject to the achievement of the performance condition, is December 31, 2027, and the reference period is from December 26, 2021 to December 28, 2024. To the extent the Company’s actual performance during the applicable reference period exceeds the performance condition, Mr. Christopher is eligible to receive a maximum award of up to 200% of the shares granted. The values reflected in this table reflect the Company’s current estimate that the maximum awards will be achieved.
(7)	Shares of time-based restricted stock will vest 30% on each of July 30, 2022, and July 30, 2023, and 40% on July 30, 2024, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(8)	Shares of time-based restricted stock will vest 100% on July 30, 2024, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(9)	Shares of time-based restricted stock will vest 30% on each of July 30, 2023, and July 30, 2024, and 40% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.
(10)	Shares of time-based restricted stock will vest 100% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability.

	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	—	—	361,000	14,244,470
Jeffrey A. Martin	—	—	83,800	3,309,704
Steffen Sigloch	—	—	99,800	3,911,494
Christopher J. Miritello	8,002	229,465	21,000	837,790

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⁾	268,930	⁽³⁾	—		17,306,430
Gregory L. Christopher	Termination Due to Death or Disability	7,250,000	⁽²⁾	268,930	⁽³⁾	77,861,210	⁽⁴⁾	85,380,140
	Change in Control	—		—		77,861,210	⁽⁴⁾	77,861,210
	Termination Without Good Reason	—		268,930	⁽³⁾	—		268,930
Jeffrey A. Martin	Termination Without Cause or for Good Reason following a Change in Control	3,636,038	⁽⁵⁾	40,739	⁽⁵⁾	14,539,666	⁽⁴⁾	18,216,443
	Termination Due to Death or Disability	—		—		14,539,666	⁽⁴⁾	14,539,666
	Change in Control	—		—		14,539,666	⁽⁴⁾	14,539,666
Steffen Sigloch	Termination Without Cause or for Good Reason following a Change in Control	3,046,515	⁽⁵⁾	40,739	⁽⁵⁾	13,780,704	⁽⁴⁾	16,867,958
	Termination Due to Death or Disability	—		—		13,780,704	⁽⁴⁾	13,780,704
	Change in Control	—		—		13,780,704	⁽⁴⁾	13,780,704
Christopher J. Miritello	Termination Without Cause or for Good Reason following a Change in Control	2,947,702	⁽⁵⁾	12,427	⁽⁵⁾	4,806,820	⁽⁴⁾	7,766,949
	Termination Due to Death or Disability	—		—		4,806,820	⁽⁴⁾	4,806,820
	Change in Control	—		—		4,806,820	⁽⁴⁾	4,806,820

(1)	Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 2023 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 2023 bonus paid pursuant to our 2023 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 2023 bonus paid pursuant to our 2023 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 70^thbirthday, 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 30, 2023, based on a per share value of $47.15, which value equals the market value of the Company’s stock on such date. 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 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 30, 2023; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 30, 2023; and (iii) the value of continued participation in the 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 30, 2023, 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 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

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

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

•	We identified our employee population as of December 30, 2023, which consisted of approximately 4,509 employees.
•	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.

KEY FEATURES OF THE 2024 PLAN INCLUDE:
	The 2024 Plan provides for administration by independent directors.
	Awards generally have a minimum vesting period of one (1) year from the grant date.
	The 2024 Plan does not allow for the following shares to be added back to the shares available under the Plan: (1) tendered or withheld for taxes, (2) shares used to pay the exercise or base price of awards, (3) at the applicable time the shares are withheld, the issuance of such shares would be a material amendment of the 2024 Plan that would require stockholder approval, (4) shares repurchased with proceeds from the exercise of stock options, and (5) shares subject to awards settled in shares of stock under the 2024 Plan that are not issued in connection with the settlement of such award upon its exercise.
	The 2024 Plan prohibits the repricing of stock options and stock appreciation rights without shareholder approval.
	The 2024 Plan does not contain a “liberal” change of control definition (e.g., mergers require consummation).
	All awards under the 2024 Plan are subject to the Company’s Recovery Policy.
	Dividends and dividend equivalents on awards do not vest and are not paid until the award is earned and vested.
	The 2024 Plan provides for a fixed share reserve, i.e., no evergreen provision for share reserve.

SEC Form DEF 14A filed by Mueller Industries Inc.