MUELLER INDUSTRIES

DEF 14A 1 lmli2021_def14a.htm MUELLER INDUSTRIES INC - DEF 14A MUELLER INDUSTRIES - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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Exchange Act of 1934 (Amendment No. )

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MUELLER INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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RESULTS AT A GLANCE

SUMMARY OF OPERATIONS	2020	2019	2018	2017	2016
(Dollars in thousands except per share data)	($)	($)	($)	($)	($)
Net Sales	2,398,043	2,430,616	2,507,878	2,266,073	2,055,622
Operating income	245,838	191,403	172,969	150,807	154,401
Net income	139,493	100,972	104,459	85,598	99,727
Diluted earnings per share	2.47	1.79	1.82	1.49	1.74
Dividends per share	0.40	0.40	0.40	8.40⁽²⁾	0.38
SUMMARY OF CASH FLOW	2020	2019	2018	2017	2016
(Dollars in thousands)	($)	($)	($)	($)	($)
Cash Flow from Operations	245,073	200,544	167,892	43,995	157,777
Capital Expenditures	43,885	31,162	38,481	46,131	37,497
Free Cash Flow⁽¹⁾	201,188	169,382	129,411	(2,136)	120,280
BALANCE SHEET	2020	2019	2018	2017	2016
(Dollars in thousands except per share data)	($)	($)	($)	($)	($)
Cash and cash equivalents	119,075	97,944	72,616	120,269	351,317
Total Assets	1,528,568	1,370,940	1,369,549	1,320,173	1,447,476
Total Debt	327,876	386,254	496,698	465,072	227,364
Ratio of current assets to current liabilities	2.4 to 1	3.0 to 1	3.0 to 1	3.1 to 1	4.1 to 1
Book value per share	13.61	11.30	9.67	9.03	15.66

	(1)	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 Report on Form 10-K for the years presented.
	(2)	Includes special dividend of $8.00 per share paid on March 9, 2017.
	(3)	EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of EBITDA to our results reported under GAAP.

MESSAGE FROM

OUR CHAIRMAN

Dear Stockholders:

Just over a year ago, the COVID-19 pandemic triggered an unprecedented global health crisis and stopped the world in its tracks. Above all, we would like to extend our deepest gratitude to the first responders and medical personnel whose heroism and sacrifice have assisted so many communities impacted by this terrible virus. We are also grateful for and proud of our own employees who stepped up to the plate, adapting to new and rapidly evolving conditions to keep our businesses running, so that we could provide the many products that have proven so critical to our national and global infrastructure during this difficult period.

Despite the disruption caused by the pandemic, Mueller delivered solid results in 2020. After adjusting for the one-time gain of $22.1 million stemming from our claim in the Deepwater Horizon settlement, which was recorded during the first quarter, Mueller still achieved double digit growth over its prior year results in each of these key metrics: earnings, earnings per share (EPS), and cash generation.

These improvements over 2019 were driven by a combination of higher gross margins and SG&A cost containment. As value added products comprised a greater percentage of our overall revenues, and manufacturing costs decreased by 5.6% on a year over year basis, our gross margins improved by 1.7%. Moreover, when news of the pandemic first broke, we undertook aggressive cost-cutting measures, which proved instrumental in reducing costs in all areas of our business. As a result, on a comparative basis, our SG&A expenses declined by 6.4%.

Continued reinvestment in our manufacturing platform enabled our plants to be more agile and adapt to the downturn in demand.

Capital Deployment

Manufacturing is the backbone of our Company, and as such, strategic investment in our operations is not only critical to both workplace safety and product quality, but is also a key component of our core pursuit to be the low cost producer. In 2020, capital project spending totaled $43.9 million, and it was deployed with the care and sense of responsibility that have long characterized our approach to fiscal management. Excluding the $11 million purchase of our headquarters building in Collierville, Tennessee, our spending was slightly below our customary level of capital spending, and well below depreciation. Investment in environmental, health and safety initiatives totaled $8.4 million, and helped us reduce emissions, conserve more water and energy, and increase the amount of recycled material used in production. Of the remaining spend, $14.4 million was directed at two projects that will support our long term strategic plan and help deliver meaningful efficiencies in future years.

In 2020, we deployed $72.6 million to complete two strategic acquisitions. Integral to our growth strategy is the pursuit of acquisitions that are complementary to businesses we know and operate, including the two acquisitions we closed this past year.

2016-2020 CAPITAL ALLOCATION

Sustainability

Our strong financial and operating performance aside, the measure of any company’s success extends well beyond the numbers. Increasingly, we also evaluate our Company’s progress based on its contribution to the sustainability of the local communities in which we operate, and the world at large. Sustainability has many components, and we view the associated risks and opportunities through the widest lens. Looking inward, we take the necessary actions to ensure we provide a safe and healthy working environment for our people, as well as opportunities for professional growth and development. Looking outward, we consider how our decisions both impact and contribute to the communities in which we operate. We also consider how our decisions affect the various systems, both natural and technological, that sustain our living planet, and the impact the continued functioning of these systems may have on our ability to operate long term.

We are happy to report that in 2020, we again made positive strides in the environmental, social and governance (ESG) measures that are of increasing importance to our stockholders. Importantly, we greatly improved our safety performance, achieving a 16% reduction in accidents per man hour worked, with zero “major” OSHA recordable incidences. Since we began measuring them in 2010, we have reduced OSHA recordable incidences by 65% in our core businesses. Accounting for acquisitions during this same timeframe, our incidence rate has decreased by 35%.

As an industrial manufacturer, we devote a great amount of attention to environmental compliance. In 2020, our North American operations reduced greenhouse gas emissions by 9.5% on a per unit basis, and reduced energy consumption by 15.6% on a per unit basis. Moreover, we continue to utilize a majority of recycled scrap in our manufacturing process, 66% in 2019 and 57% in 2020.

RECYCLED CONTENT

We continue to seek alternative processing methodologies to increase our consumption percent of recycled materials. Using recycled copper significantly reduces the energy and water consumption that results from the mining process, and also mitigates the related environmental impacts that are otherwise incurred when raw material imports and unconsumed scrap exports must travel long distances.

Financial Conditions

At the close of 2020, the Company’s market capitalization was $1.98 billion. This equates to 6.8 times EBITDA and 8.0 times cash from operations. We held $119 million in cash, and had a total debt balance of $327 million. We recently announced our plan to redeem the $284 million in outstanding debentures due in 2027, along with a 30% increase in our dividend. At this time, I am pleased to report that the Company is in excellent financial shape and has ample liquidity and cash flows not only to operate our businesses, but also to pursue our continued growth plans both organically and through acquisitions.

Going Forward

The pandemic has impacted all global economies. With the arrival of vaccines, in record time, we anticipate that we will see reopenings and a return of demand in almost all businesses in the near future. In particular, residential building markets on a global basis remain underserved, and we expect expansion in home construction to help drive economic recoveries. Construction is an important determinant of demand for many of our products.

In addition, we are optimistic that in 2021 and beyond, we will continue to see increased demand for products and technologies aimed at clean water distribution, indoor air quality and climate comfort, refrigeration and food preservation, and energy storage and transmission. These all are important end markets, and will remain a focus as we consider growth opportunities.

Our approach is to set lofty goals and drive hard to exceed them. Our 2024 Plan calls for double digit compounded annual growth in operating income over a six-year period. As it did in 2019, our operating income growth in 2020 has kept us on track to achieve that Plan. Given the unprecedented challenges we confronted, our results are a testament to the strength of our Company, and the adaptability of those who work tirelessly on its behalf.

We remain optimistic about the future and once again thank our valued employees, loyal customers and, of course, our stockholders for their continued support.

Very truly yours,

Greg Christopher
Chairman and Chief Executive Officer

THURSDAY, MAY 6, 2021

10:00 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 three proposals:

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 5, 2022), or until his or her successor is elected and qualified;

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 25, 2021; and

To conduct an advisory vote on the compensation of the Company’s named executive officers (“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 19, 2021, 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

April 1, 2021

TABLE OF CONTENTS

PROXY SUMMARY	8
2020 PERFORMANCE	8
ANNUAL MEETING OF STOCKHOLDERS	9
AGENDA AND VOTING MATTERS	9
PROPOSAL 1: ELECTION OF DIRECTORS	9
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS	10
PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS	10

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

CORPORATE GOVERNANCE	14
DIRECTOR INDEPENDENCE	14
BOARD OF DIRECTORS AND ITS COMMITTEES	14
BOARD LEADERSHIP STRUCTURE	16
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

2020 DIRECTOR COMPENSATION	19
ELEMENTS OF DIRECTOR COMPENSATION	19
2020 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	27
COMPENSATION RISK MANAGEMENT	33

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION	34
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	34

EXECUTIVE COMPENSATION TABLES	35
SUMMARY COMPENSATION TABLE FOR 2020	35
2020 GRANTS OF PLAN BASED AWARDS TABLE	37
OUTSTANDING EQUITY AWARDS AT FISCAL 2020 YEAR-END	39
2020 STOCK VESTED AND OPTIONS EXERCISED	40
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2020	41

PRINCIPAL STOCKHOLDERS	42

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS	43
DELINQUENT SECTION 16(a) REPORTS	45

INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	46
VOTING SECURITIES	46
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2022 ANNUAL MEETING	47

ADDITIONAL INFORMATION	48
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING TO BE HELD ON MAY 6, 2021	48
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	48

MUELLER INDUSTRIES • 2021 PROXY STATEMENT 7


Date and Time:	Place:	Record Date:
Thursday, May 6, 2021	150 Schilling Boulevard	March 19, 2021
10:00 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

	2020		2019
Audit Fees	$	2,749,755	$	2,856,774
Audit-Related Fees		47,000		50,250
Tax Fees		406,000		422,350
All Other Fees		—		—
	$	3,202,755	$	3,329,374

•	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 59 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.

ELIZABETH DONOVAN
Age 68 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 on the Nominating and Corporate Governance Committee.

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 $62,000.
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 Stock Option Committee, Nominating and Corporate Governance Committee or special meeting attended
Annual fees for Committee Chairs	• $25,000 for the Audit Committee Chair
	• $6,000 each for the chairs of the Compensation and Stock Option and Nominating and Corporate Governance Committees
Annual equity award	• All non-employee directors received a grant of options to purchase 4,000 shares of our common stock, $.01 par value per share (“Common Stock”) (fully vested as of the date of grant), and were granted 2,000 shares of restricted stock.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	⁽¹⁾	Option Awards ($)	⁽¹⁾	All Other Compensation ($)	⁽²⁾	Total ($)
Elizabeth Donovan	77,000	48,660		27,230		10,800		163,690
Paul J. Flaherty	38,000	—		—		32,600		70,600
Gennaro J. Fulvio	118,000	48,660		27,230		10,800		204,690
Gary S. Gladstein	84,000	48,660		27,230		10,800		170,690
Scott J. Goldman	96,000	48,660		27,230		10,800		182,690
John B. Hansen	95,000	48,660		27,230		10,800		181,690
Terry Hermanson	103,000	48,660		27,230		10,800		189,690
Charles P. Herzog, Jr.	86,000	48,660		27,230		10,800		172,690

	2020		2019
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)	$	2,749,755	$	2,856,774
Audit-Related Fees (assurance and other services, including international accounting and reporting compliance)		47,000		50,250
Tax Fees (tax compliance, advice and planning)		406,000		422,350
All Other Fees		—		—
	$	3,202,755	$	3,329,374

WHAT WE DO		WHAT WE DON’T DO
	We maintain a fully independent Compensation and Stock Option Committee.		We do not provide for single trigger severance upon a change in control.
	A higher percentage of our executives’ compensation is variable 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	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	75%
Mr. Westermeyer	75%

Performance to Target	Payout Percentage
< 80%	0%
80-84%	40%
85-89%	55%
90-94%	70%
95-99%	85%
100-102%	100%
103-105%	115%
106-109%	130%
110%	150%

1.	Aligning our NEOs’ financial interests with the interests of our stockholders;
2.	Retaining the services of talented and seasoned executives, and motivating them to make deep, long-term commitments to the Company; and
3.	Rewarding our NEOs for advancing our long-term financial success and increasing stockholder value.

ADJUSTED EBITDA METRIC

Achievement Percentage	Vesting Percentage
80%	25%
110%	100%

AVERAGE ROIC METRIC

Achievement Percentage	Vesting Percentage
80%	25%
110%	100%

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾	Non-Equity Incentive Plan Compensation ($)	All Other Compensation ($)		Total ($)
Gregory L. Christopher	2020	1,250,000	⁽²⁾	300,000	⁽³⁾	2,220,750	3,125,000	337,398	⁽⁴⁾	7,233,148
Chief Executive Officer & Chairman	2019	1,250,000		—		4,168,400	2,031,250	615,056		8,064,706
	2018	1,117,308		—		3,873,600	1,815,625	543,480		7,350,013
Jeffrey A. Martin	2020	400,125	⁽²⁾	300,000	⁽³⁾	681,030	720,225	85,802	⁽⁵⁾	2,187,182
Chief Financial Officer & Treasurer	2019	390,462		—		490,770	456,840	202,895		1,540,967
	2018	359,873		—		581,040	421,052	68,553		1,430,518
Steffen Sigloch	2020	344,177	⁽²⁾	—		651,420	516,266	127,321	⁽⁶⁾	1,639,184
Chief Manufacturing Officer	2019	339,085		—		627,095	326,921	242,766		1,535,867
	2018	328,693		—		807,000	384,571	227,048		1,747,312
Christopher J. Miritello
Vice President, General Counsel & Secretary⁽⁷⁾	2020	330,000	⁽²⁾	325,000	⁽³⁾	177,660	495,000	34,680	⁽⁸⁾	1,362,340
Gary Westermeyer	2020	265,000	⁽²⁾	—		444,150	268,313	15,180	⁽¹⁰⁾	992,643
President – Refrigeration⁽⁹⁾	2019	263,558		60,000		272,650	195,197	17,015		808,420

(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 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 26, 2020. 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 December 21, 2020, Mr. Martin’s, Mr. Sigloch’s and Mr. Westermeyer’s base salaries were increased by 6.3%, 6.1% and 5.7% respectively. Mr. Miritello’s base salary was increased by 10.0% effective January 1, 2020. Mr. Christopher did not receive any base salary increase in 2020.
(3)	Represents cash bonuses awarded to Messrs. Christopher, Martin and Miritello in recognition of their outstanding leadership and service, particularly as it related to the Company’s successful claim in the Deepwater Horizon settlement, which resulted in the Company’s collection of an approximately $22.1 million award.
(4)	Mr. Christopher’s other compensation includes $230,480 in restricted stock dividends, including the Special Dividend (as discussed below) in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $15,803 reimbursement of the income tax liabilities associated with certain perquisites; $9,774 in club memberships; $12,253 in personal tax and estate planning; a $191 executive health physical; $3,238 in travel expenses for Company-sponsored events; and an $11,400 matching contribution to the Company’s 401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $35,944 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.
(5)	Mr. Martin’s other compensation includes $73,105 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes a $511 reimbursement of the income tax liabilities associated with certain perquisites; an $11,400 matching contribution to the Company’s 401(k) plan; and the incremental cost of $787 incurred by the Company in connection with Mr. Martin’s personal use of the Company aircraft (see Note 4 above for an explanation of the calculation of such cost).
(6)	Mr. Sigloch’s other compensation includes $106,445 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes an $11,400 matching contribution to the Company’s 401(k) plan, $5,700 in relocation expenses and a $3,729 reimbursement of the income tax liabilities associated with certain perquisites.

(7)	Mr. Miritello was not a NEO in 2018 or 2019. Accordingly, only his compensation for 2020 is listed on this table.
(8)	Mr. Miritello’s other compensation includes $23,280 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes an $11,400 matching contribution to the Company’s 401(k) plan.
(9)	Mr. Westermeyer was not a NEO in 2018. Accordingly, only his compensation for 2019 and 2020 is listed on this table.
(10)	Mr. Westermeyer’s other compensation includes $3,780 in restricted stock dividends, including the Special Dividend in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020. Other compensation also includes an $11,400 matching contribution to the Company’s 401(k) plan.

•	We identified our employee population as of December 26, 2020, which consisted of approximately 5,007 employees.
•	For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2020, and incentive awards for 2020. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2020 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 2020 total compensation was $36,810 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table.

		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	Grant Date Fair Value of
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	or Units (#)⁽³⁾	Stock Awards ($)
Gregory L. Christopher	—	625,000	1,562,500	3,125,000	—	—	—	—	—
	8/7/2020	—	—	—	—	30,000	—	45,000	2,220,750
Jeffrey A. Martin	—	144,045	360,113	720,225	—	—	—	—	—
	8/7/2020	—	—	—	—	8,000	—	15,000	681,030
Steffen Sigloch	—	123,904	309,759	619,519	—	—	—	—	—
	8/7/2020	—	—	—	—	10,000	—	12,000	651,420
Christopher J. Miritello	—	99,900	247,500	495,000	—	—	—	—	—
	8/7/2020	—	—	—	—	2,000	—	4,000	177,660
Gary Westermeyer	—	79,500	198,750	298,125	—	—	—	—	—
	8/7/2020	—	—	—	—	10,000	—	5,000	444,150

(1)	Represents annual cash incentive awards that could have been earned based on performance in 2020. These columns show awards that were possible at the threshold, target and maximum levels of performance for each NEO in 2020, determined by multiplying each named executive officer’s actual base salary paid during 2020, 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 200% (or, in the case of Mr. Westermeyer, 150%) for the maximum level (for 115% achievement of the applicable performance criteria).
(2)	The vesting of shares of performance-based restricted stock granted to Messrs. Christopher, Martin, Sigloch and Miritello in 2020 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 (December 29, 2019 to December 31, 2022). Subject to this performance condition, these shares will vest on July 20, 2023. The vesting of shares of performance-based restricted stock granted to Mr. Westermeyer in 2020 is conditioned upon the operating income performance of various businesses overseen by Mr. Westermeyer as compared to an operating income target during the fiscal year ending December 28, 2024. Subject to this performance condition, these shares will vest on February 28, 2025. For more information on the performance-based criteria, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.”
(3)	Shares of time-based restricted stock granted to Messrs. Christopher and Martin will vest 30% on each of July 30, 2023 and July 30, 2024, and 40% on July 30, 2025. Shares of time-based restricted stock granted to Messrs. Sigloch, Miritello and Westermeyer will vest 100% on July 30, 2025. They are subject to earlier vesting in connection with a change in control, or a termination of employment due to death or disability. Mr. Christopher’s grants also vest upon a termination of employment without cause or resignation for good reason.

		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⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Gregory L.	07/28/2016	—	—	—	—	24,000	837,840	10,000	349,100
Christopher⁽⁴⁾	07/27/2017	—	—	—	—	42,000	1,466,220	8,000	279,280
	07/26/2018	—	—	—	—	70,000	2,443,700	50,000	1,745,500
	07/25/2019	—	—	—	—	70,000	2,443,700	66,000	2,304,060
	08/07/2020	—	—	—	—	45,000	1,570,950	30,000	1,047,300
Jeffrey A.	07/24/2015⁽⁵⁾	—	—	—	—	7,000	244,370	—	—
Martin	07/28/2016⁽⁶⁾	—	—	—	—	4,000	139,640	8,000	279,280
	07/27/2017⁽⁷⁾	—	—	—	—	7,000	244,370	7,000	244,370
	07/26/2018⁽⁸⁾	—	—	—	—	12,000	418,920	6,000	209,460
	08/08/2019⁽¹⁰⁾	—	—	—	—	12,000	418,920	6,000	209,460
	08/07/2020⁽¹²⁾	—	—	—	—	15,000	523,650	8,000	279,280
Steffen	07/24/2015⁽⁵⁾	—	—	—	—	9,000	314,190	—	—
Sigloch	07/28/2016⁽⁶⁾	—	—	—	—	6,000	209,460	12,000	418,920
	07/27/2017⁽⁷⁾	—	—	—	—	10,500	366,555	10,000	349,100
	07/26/2018⁽⁸⁾	—	—	—	—	15,000	523,650	10,000	349,100
	08/08/2019⁽¹⁰⁾	—	—	—	—	13,000	453,830	10,000	349,100
	08/07/2020⁽¹³⁾	—	—	—	—	12,000	418,920	10,000	349,100
Christopher	09/14/2015	14,666	—	24.58	09/14/2025	—	—	—	—
J. Miritello	07/28/2016⁽⁶⁾	—	—	—	—	800	27,928	2,000	69,820
	07/27/2017⁽⁷⁾	—	—	—	—	1,400	48,874	2,000	69,820
	07/26/2018⁽⁹⁾	—	—	—	—	4,500	157,095	—	—
	08/08/2019⁽¹¹⁾	—	—	—	—	2,500	87,275	2,500	87,275
	08/07/2020⁽¹³⁾	—	—	—	—	4,000	139,640	2,000	69,820
Gary	07/25/2014	6,111	—	23.56	07/25/2024	—	—	—	—
Westermeyer	07/24/2015	6,111	—	26.52	07/24/2025	—	—	—	—
	11/22/2016⁽⁶⁾	—	—	—	—	2,800	97,748	—	—
	07/27/2017⁽⁷⁾	—	—	—	—	2,100	73,311	3,000	104,730
	07/26/2018⁽⁸⁾	—	—	—	—	4,000	139,640	3,000	104,730
	08/08/2019⁽¹¹⁾	—	—	—	—	5,000	174,550	5,000	174,550
	08/07/2020⁽¹³⁾					5,000	174,550	10,000	349,100

	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	—	—	61,600	1,739,584
Jeffrey A. Martin	5,533	149,116	16,600	520,444
Steffen Sigloch	—	—	24,400	755,476
Christopher J. Miritello	—	—	5,200	149,688
Gary Westermeyer	—	—	1,500	42,360

(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.	Termination Without Cause or for Good Reason	11,562,500	⁽¹⁾	296,257	⁽³⁾	9,417,627	⁽⁴⁾	21,276,384
Christopher	Termination Due to Death or Disability	3,125,000	⁽²⁾	296,257	⁽³⁾	15,142,867	⁽⁴⁾	18,564,124
	Change in Control	—		—		15,142,867	⁽⁴⁾	15,142,867
	Termination Without Good Reason	—		296,257	⁽³⁾	—		296,257
Jeffrey A. Martin	Termination Without Cause or for Good Reason	1,915,411	⁽⁵⁾	36,544	⁽⁵⁾	3,477,712	⁽⁴⁾	5,429,667
	following a Change in Control
	Termination Due to Death or Disability	—		—		3,477,712	⁽⁴⁾	3,477,712
	Change in Control	—		—		3,477,712	⁽⁴⁾	3,477,712
Steffen Sigloch	Termination Without Cause or for Good Reason following a Change in Control	1,548,505	⁽⁵⁾	36,544	⁽⁵⁾	4,475,550	⁽⁴⁾	6,060,599
	Termination Due to Death or Disability	—		—		4,475,550	⁽⁴⁾	4,475,550
	Change in Control	—		—		4,475,550	⁽⁴⁾	4,475,550
Christopher J.	Termination Without Cause or for Good Reason	1,310,657	⁽⁵⁾	15,945	⁽⁵⁾	801,364	⁽⁴⁾	2,127,966
Miritello	following a Change in Control
	Termination Due to Death or Disability					801,364	⁽⁴⁾	801,364
	Change in Control					801,364	⁽⁴⁾	801,364
Gary Westermeyer⁽⁶⁾	Termination Without Cause or for Good Reason following a Change in Control	—		—		1,537,429	⁽⁴⁾	1,537,429
	Termination Due to Death or Disability	—		—		1,537,429	⁽⁴⁾	1,537,429
	Change in Control	—		—		1,537,429	⁽⁴⁾	1,537,429

(1)	Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 2020 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 2020 bonus paid pursuant to our 2020 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 2020 bonus paid pursuant to our 2020 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 26, 2020, based on a per share value of $34.91. 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 26, 2020; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 26, 2020; 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. Messrs. Martin, Sigloch and Miritello are not entitled to any amounts in connection with such an involuntary termination that occurs outside of this two-year, post-change in control window.

(6)	Mr. Westermeyer is not party to a change in control agreement or an employment agreement.

Name and Address of Beneficial Owner	Shares Beneficially Owned		Percent of Class
BlackRock, Inc. 55 East 52^nd Street New York, NY 10055	8,682,635	⁽¹⁾	15.2%	⁽²⁾
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580	5,777,728	⁽³⁾	10.1%	⁽²⁾
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	5,747,985	⁽⁴⁾	10.0%	⁽²⁾
Wells Fargo & Company 420 Montgomery Street San Francisco, CA 94163	4,099,287	⁽⁵⁾	7.2%	⁽²⁾

(1)	This information is based on a Schedule 13G/A filed by BlackRock, Inc. with the Securities and Exchange Commission (“SEC”) on January 26, 2021. BlackRock filed this Schedule 13G/A on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G/A reported that BlackRock has sole voting and dispositive power with respect to 8,580,344 and 8,682,635, respectively, of the shares shown. The Schedule 13G/A also reported that BlackRock Fund Advisors owned 5% or greater of the security class being reported on the Schedule 13G/A.

(2)	The percent of class shown was based on the shares of Common Stock reported on the Schedule 13G/A and the total number of shares outstanding as of December 26, 2020. The difference in the total number of shares outstanding on December 26, 2020 and March 19, 2021 does not materially affect the percentage of ownership of the class.

(3)	This information is based on a Schedule 13D/A filed by GAMCO Investors Inc. (“GBL”) and certain of its affiliates (collectively, the “Gabelli Reporters”) on August 25, 2020. The Schedule 13D/A reported that GAMCO Asset Management, Inc. (“GAMCO”) beneficially owns 3,440,528 of the shares reported; Gabelli Funds, LLC (“Gabelli Funds”) beneficially owns 2,203,500 of the shares reported; Gabelli & Company Investment Advisers, Inc. beneficially owns 3,000 of the shares reported; GGCP, Inc. beneficially owns 22,000 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially owns 500 of the shares reported; Gabelli Foundation, Inc. beneficially owns 7,000 of the shares reported; MJG Associates, Inc. beneficially owns 97,200 of the shares reported; and Associated Capital Group, Inc. beneficially owns 4,000 of the shares reported. In addition, the Schedule 13D/A reported that each Gabelli Reporter (and certain executives, directors and other related persons as disclosed on the Schedule 13D/A) has the sole power to vote or direct the vote and sole power to dispose or to direct the disposition of the Common Stock reported for it, either for its own benefit or for the benefit of its investment clients or its partners, as the case may be, except that (i) GAMCO does not have authority to vote 256,800 of the reported shares, (ii) Gabelli Funds, a wholly-owned subsidiary of GBL, has sole dispositive and voting power with respect to the shares of the Company held by certain funds (the “Funds”) for which it provides advisory services, so long as the aggregate voting interest of all joint filers does not exceed 25% of their total voting interest in the Company and, in that event, the Proxy Voting Committee of each Fund shall respectively vote that Fund’s shares, (iii) at any time, the Proxy Voting Committee of each such Fund may take and exercise in its sole discretion the entire voting power with respect to the shares held by such fund under special circumstances such as regulatory considerations, and (iv) the power of Gabelli, Associated, GBL, and GGCP is indirect with respect to Common Stock beneficially owned directly by other Gabelli Reporters.

(4)	This information is based on a Schedule 13G/A filed by The Vanguard Group, Inc. (“VGI”) with the SEC on March 10, 2021. According to the Schedule 13G/A, VGI has sole dispositive power with respect to 5,645,950 of the shares shown. VGI also has shared voting power with respect to 56,923 of the shares shown, and shared dispositive power with respect to 102,035 of the shares shown.

(5)	This information is based on a Schedule 13G filing by Wells Fargo & Company on February 12, 2021. Wells Fargo filed this Schedule 13G on its own behalf and on behalf of certain of its subsidiaries. The Schedule 13G reported that Wells Fargo has sole voting and dispositive power with respect to 137,841 of the shares shown. The Schedule 13G also reported that Wells Fargo has shared voting and shared dispositive power with respect to 722,965 and 3,961,446, respectively, of the shares shown. Further, the Schedule 13G reported that Wells Capital Management Incorporated owned 5% or greater of the security class being reported on the Schedule 13G.

Principal Occupation, Employment, etc.	Common Stock Beneficially Owned as of March 19, 2021	Percent of Class
Chairman and Chief Executive Officer
Gregory L. Christopher⁽¹⁾	689,965	1.2%
Independent Directors
Elizabeth Donovan⁽²⁾	14,000	*
Gennaro J. Fulvio⁽³⁾	64,754	*
Gary S. Gladstein⁽⁴⁾	160,296	*
Scott J. Goldman⁽⁵⁾	55,544	*
John B. Hansen⁽⁶⁾	84,885	*
Terry Hermanson⁽⁷⁾	49,126	*
Charles P. Herzog, Jr.⁽⁸⁾	31,048	*
Section 16 Officers
Devin Malone	37,083	*
President - Streamline since January 1, 2019; age 39⁽⁹⁾
Jeffrey A. Martin	166,246	*
Chief Financial Officer and Treasurer since February 14, 2013; age 54⁽¹⁰⁾
Mark Millerchip	—	—
Executive Director – European Operations since May 28, 2010; age 54⁽¹¹⁾
Christopher J. Miritello	41,340	*
Vice President, General Counsel and Secretary since January 1, 2017; age 38⁽¹²⁾
Christopher A. Mitchell	27,000	*
President – Brass & Aluminum since January 1, 2020; age 47⁽¹³⁾
Steffen Sigloch	159,846	*
Chief Manufacturing Officer since May 4, 2017; age 52⁽¹⁴⁾
Anthony J. Steinriede	27,725	*
Vice President – Corporate Controller since April 23, 2015; age 44⁽¹⁵⁾
Gary Westermeyer	65,613	*
President – Refrigeration of the Company since May 4, 2017; age 56⁽¹⁶⁾
SECTION 16 OFFICERS AND DIRECTORS AS A GROUP	1,674,471	2.9%**

SEC Form DEF 14A filed by Mueller Industries, Inc.