MUELLER INDUSTRIES, INC. - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material Under Rule 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 the appropriate box):
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	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)	2025 ($)		2024 ($)		2023 ($)		2022 ($)		2021 ($)
Net sales		4,178,547		3,768,766		3,420,345		3,982,455		3,769,345
Operating income		958,542		770,389		756,053		877,149		655,845
Net income		765,191		604,879		602,897		658,316		468,520
EBITDA⁽¹⁾		1,027,103		823,522		796,007		920,880		701,235
Adjusted EBITDA⁽¹⁾		963,813		817,742		778,662		914,507		645,535
Diluted earnings per share		6.86		5.31		5.30		5.82		4.12
Dividends per share		1.00		0.80		0.60		0.50		0.26

SUMMARY OF CASH FLOW
Cash Flow from Operations		755,444		645,908		672,766		723,943		311,701
Capital Expenditures		68,805		80,203		54,025		37,639		31,833
Free-Cash Flow⁽²⁾		686,639		565,705		618,741		686,304		279,868

SIGNIFICANT YEAR-END DATA
Cash, cash equivalents and ST investments		1,389,736		1,059,103		1,269,039		678,881		87,924
Total Assets		3,733,029		3,290,906		2,759,301		2,242,399		1,728,936
Total Debt		—		1,094		981		2,029		1,875
Ratio of current assets to current liabilities		5.9 to 1		5.1 to 1		6.4 to 1		4.4 to 1		2.7 to 1
Book value per share⁽³⁾		28.87		24.38		20.48		15.71		10.67

2025 HIGHLIGHTS

GROSS MARGIN	FREE CASH FLOW

(1)	EBITDA and Adjusted EBITDA are non-GAAP financial measures. 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 Report 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

GREG CHRISTOPHER

CHAIRMAN AND
CHIEF EXECUTIVE OFFICER

Dear Stockholders:

I am pleased to report that our Company delivered another year of strong performance in 2025. Despite weakened conditions across most of the markets we serve, we achieved record financial results and further strengthened our balance sheet.

Our operating income, which exceeded $950 million, capped the strongest year in our Company’s history. In addition, we generated $755 million in cash from operations and ended the year with a record $1.4 billion in cash on hand and zero debt.

In 2025, we raised our regular quarterly dividend by 25%, our fifth consecutive annual increase above 20%. For 2026, we have announced another 40% increase to the dividend, raising it from $1.00 to $1.40 per share on an annual basis.

*announced

We also repurchased $244 million of our common stock in 2025. An important component of our overall capital allocation strategy, we will maintain our opportunistic approach to share repurchases, as they reinforce our confidence in the long-term value of our business.

All told, we have delivered a 46% annual return to shareholders with a three-year average return of 58%. Since launching our first strategic plan in 2012, we have achieved an extraordinary 14-year CAGR in total shareholder return of 20%.

Our 2025 results are even more notable given the backdrop against which they were achieved. Several of our key international markets, including the UK, Canada, the Middle East, and South Korea, experienced further deterioration from the previous year. Here in the U.S., unfavorable conditions included continued weakness in the residential construction market, largely due to elevated interest rates. In addition, newly implemented tariff policies inflated costs and disrupted supply chains.

2025 Operational Achievements

While we are gratified by the Company’s financial performance in 2025, we are just as proud of the work we accomplished to position our operations for long-term success. We begin 2026 on solid ground, thanks to several initiatives we advanced that will begin contributing meaningfully to our results in the coming year. They include, among others:

•	The integration of our Elkhart Products business (acquired in 2024) with our Mueller solder fitting manufacturing platform, thereby consolidating three locations into two. In addition, we completed the consolidation of our Streamline and Elkhart Products wholesale box distribution centers within our Wynne, Arkansas distribution campus.
•	The reshoring of our plumbing press fitting manufacturing into the U.S. The initial phase is now behind us, and we aim to substantially complete this project by the end of 2026. Once we do, we will further consolidate our solder fitting manufacturing from two sites into one.
•	The continued rationalization of our two flex duct businesses, which included the consolidation of three less cost-efficient manufacturing sites into other existing locations.
•	The formation of a new integrated brass machining and forging business based out of our previously shuttered facility in Belding, Michigan, which we have revived and modernized.
•	The conversion of our Nehring and Conex electrical businesses (acquired in 2024) onto our enterprise resource planning (ERP) system, a necessary step in preparing for future growth in the electrical space.
•	Various other initiatives that will help us address the disruptions caused by the tariffs and ensure we have the domestic capacity and flexibility needed to fully capture the tariffs’ anticipated ultimate benefits.

Our 2030 Strategic Plan

We are particularly excited that in 2025, we finalized and launched our 2030 Strategic Plan. Our third such effort, the Plan is a comprehensive strategic framework built from the bottom-up with the ambitious goal of achieving $1.5 billion in operating income, double our 2024 baseline.

The key priorities of the 2030 Strategic Plan include:

•	Investing in our Core. We remain committed to our goal of being the lowest cost producer, through continued investments to modernize, automate, increase capacity and improve quality.
•	Expanding Downstream Capabilities. We look to continue to invest in spaces we know well, and to pursue growth that leverages our vast skills and resources through vertical integration.
•	Accelerating Growth. We seek to build upon the momentum of recent acquisitions in the HVAC and Electrical markets and to pursue further expansion through targeted capital investments and acquisitions that will fortify those businesses.

Advancing these priorities will require substantial investments, and we have the capital necessary to pursue them. Specifically, we expect annual capital expenditures to increase modestly relative to historical levels, as we seek to grow, automate and modernize our operations. In addition, we are evaluating plans to invest between $300-$500 million in strategic capital projects over the next three to five years to:

•	Expand our ability and capacity to refine secondary copper;
•	Deploy new copper tube manufacturing technologies in North America;
•	Develop our aluminum manufacturing competencies;
•	Enhance our joining products manufacturing capabilities; and
•	Broaden our U.S. distribution network

Developing our 2030 Strategic Plan has also given us the opportunity to evaluate how we view our overall portfolio of businesses. Looking ahead, we see our businesses as largely aligned to four market platforms: WOG (water, oil and gas infrastructure), HVACR, Electrical and Industrial. Within each, we will leverage the strength of our legacy brands and pursue growth, both organically and through acquisition.

Conclusion

Although we anticipate challenging market conditions to persist during the first half of 2026, particularly in our international markets, we nonetheless expect them to improve later in the year. In the U.S., there are positive signs that improvement may come sooner. As for the tariffs, given our strong and growing U.S. footprint, we maintain our belief that near-term disruptions notwithstanding, the current administration’s trade policies will ultimately benefit our Company.

As conditions improve, we are well-positioned to thrive. With important operational improvements under our belt, a sound strategic direction and ample resources, we see many great opportunities on the horizon. And as the year progresses, our anticipated strong cash generation will even further bolster our already exceptional balance sheet to support our top capital deployment priorities: internal capital investments and growth through acquisition.

Reflecting upon the achievements of the past year, and looking toward the future, we are reminded that the strength of our Company lies with our outstanding people, whose dedication and commitment drive our success. We remain equally grateful for the continued partnership and trust of our customers and stockholders.

Very truly yours,

Greg Christopher

Chairman & CEO

THURSDAY, MAY 7, 2026

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 three proposals:

1.	To elect eight directors, each to serve on the Company’s Board of Directors (the “Board of Directors” or the “Board”), until the next annual meeting of stockholders (tentatively scheduled for May 6, 2027), 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 26, 2026; and
3.	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 12, 2026, 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 26, 2026

TABLE OF CONTENTS

PROXY SUMMARY	7
INFORMATION ABOUT VOTING AND THE ANNUAL MEETING	7
2025 PERFORMANCE	8
ANNUAL MEETING OF STOCKHOLDERS	8
AGENDA AND VOTING MATTERS	8
PROPOSAL 1: ELECTION OF DIRECTORS	10
PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS	10
PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NEOs	11

PROPOSAL 1: ELECTION OF DIRECTORS	12
SELECTING NOMINEES TO THE BOARD	12
DIRECTOR NOMINEE BIOGRAPHIES	13

CORPORATE GOVERNANCE	15
GOVERNANCE HIGHLIGHTS	15
DIRECTOR INDEPENDENCE	15
BOARD OF DIRECTORS AND ITS COMMITTEES	16
BOARD’S ROLE IN RISK OVERSIGHT	17
STANDARDS OF CONDUCT	17
COMMUNICATION WITH THE BOARD OF DIRECTORS	18
RELATED PARTY TRANSACTIONS	18
CORPORATE SUSTAINABILITY	19

2025 DIRECTOR COMPENSATION	20
ELEMENTS OF DIRECTOR COMPENSATION	20
2025 NON-EMPLOYEE DIRECTOR COMPENSATION	21
STOCK OWNERSHIP POLICY FOR DIRECTORS	21

PROPOSAL 2: APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	22

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	23

PROPOSAL 3: ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS	24

COMPENSATION DISCUSSION AND ANALYSIS	25
EXECUTIVE SUMMARY	25
DETERMINATION OF EXECUTIVE COMPENSATION	27
ELEMENTS OF COMPENSATION	27
COMPENSATION RISK MANAGEMENT	32

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

EXECUTIVE COMPENSATION TABLES	34
SUMMARY COMPENSATION TABLE FOR 2025	34
2025 GRANTS OF PLAN-BASED AWARDS TABLE	35
OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END	37
2025 STOCK VESTED AND OPTIONS EXERCISED	38
POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2025	39
PAY VERSUS PERFORMANCE TABLE	40

PRINCIPAL STOCKHOLDERS	43

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS	44
DELINQUENT SECTION 16(a) REPORTS	45

ADDITIONAL MATTERS	46
VOTING SECURITIES	46
STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2027 ANNUAL MEETING	46

OTHER INFORMATION	47
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING TO BE HELD ON MAY 7, 2026	48
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	48

MUELLER INDUSTRIES • 2026 PROXY STATEMENT


Date and Time:	Place:	Record Date:
Thursday, May 7, 2026	150 Schilling Boulevard	March 12, 2026
8:00 A.M., Central Time	Collierville, Tennessee 38017

Proposal	Board Recommendation	Page Reference
Proposal 1 – Election of Directors	FOR each nominee	12
Proposal 2 – Approval of Auditor	FOR	22
Proposal 3 – Say-on-Pay	FOR	24

Proposal	Voting Options	Vote Required to Adopt the Proposal	Effect of Abstentions	Effect of “Broker Non-Votes”⁽¹⁾
Election of Directors	For or withhold on each nominee	Directors are elected by a plurality of the votes cast, which means that the individuals who receive the greatest number of votes cast “For” are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting.⁽²⁾	No effect	No effect
Appointment of Ernst & Young as auditors for 2026 fiscal year	For, against, or abstain	The affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon.	Treated as votes against	Brokers expected to have discretion to vote
Advisory vote on the compensation of the Company’s named executive officers	For, against, or abstain	The affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon.	Treated as votes against	No effect

	2025		2024
Audit Fees	$	4,548,071	$	4,477,344
Audit-Related Fees	$	362,081	$	220,728
Tax Fees	$	484,767	$	515,302
All Other Fees		—		—
	$	5,394,919	$	5,213,374

•	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 64 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 73 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, and is also a member of the Compensation and Personnel Development Committee.

WILLIAM C. DRUMMOND
Age 72 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 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 81 Director Since 2000	Mr. Gladstein served as Chairman of the Board of Directors 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 as Chairman of the Compensation and Personnel Development Committee.

SCOTT J. GOLDMAN
Age 73 Director Since 2008	For 13 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 Audit Committee.

JOHN B. HANSEN
Age 79 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 on the Compensation and Personnel Development Committee.

TERRY HERMANSON Lead Independent Director
Age 83 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 Nominating and Governance Committee.

CHARLES P. HERZOG, JR.
Age 68 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 and the Nominating and Governance Committee.

Board Independence	• Seven of our eight director nominees are independent. • Our CEO is our only management director.
Board Composition	• All Board members are elected annually. • The Board annually evaluates its performance and the performance of its committees.
Board Committees	• We have three committees: Audit; Compensation and Personnel Development; and Nominating and Governance • All committees are composed entirely of independent directors.
Leadership Structure	• Our Board has a Lead Independent Director who liaises between our CEO & Chairman and other directors. • Among other duties, our Lead Independent Director chairs executive sessions of our independent directors.
Environmental, Social & Governance (ESG) Oversight	• Our Nominating & Governance Committee oversees our ESG program, and delegates such responsibilities to other committees, subcommittees or the full Board 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 2,130 shares of stock on May 8, 2025 (which had an aggregate value of approximately $160,000 as of the grant date).

Name	Fees Earned or Paid in Cash ($)	⁽¹⁾	Stock Awards ($)	⁽²⁾	Total ($)
Elizabeth Donovan	119,000		160,027		279,027
William C. Drummond	118,000		160,027		278,027
Gary S. Gladstein	106,000		160,027		266,027
Scott J. Goldman	116,000		160,027		276,027
John B. Hansen	143,000		160,027		303,027
Terry Hermanson	113,000		160,027		273,027
Charles P. Herzog, Jr.	121,000		160,027		281,027



GREGORY L. CHRISTOPHER	JEFFREY A. MARTIN	STEFFEN SIGLOCH⁽¹⁾	CHRISTOPHER J. MIRITELLO
Chief Executive Officer & Chairman	Executive Vice President, Chief Financial Officer & Treasurer	Chief Manufacturing Officer	Executive Vice President, General Counsel & Secretary


	(1)	As previously disclosed by the Company in a Form 8-K filing dated June 10, 2025, effective as of August 1, 2025, Mr. Sigloch transitioned from his executive position as Chief Manufacturing Officer of the Company. He remains employed by the Company in the role of Strategic Advisor for Industry Relations, and, in that non-executive role, he advises the Company and assists on projects utilizing his specialized expertise.

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
99%	80%
100%	100%
101%	135%
104%	170%
106%	270%
107%	300%
109%	350%
111%	400%

Name	Incentive Operating Income Performance Criteria⁽¹⁾	Incentive Operating Income Performance Target⁽²⁾	Weighting	Performance	2025 Achievement Level Over Primary Target	2025 Performance Factor
Gregory L. Christopher	Consolidated Company	$700 million	100%	$890.0 million	127%	400%
Jeffrey A. Martin	Consolidated Company	$700 million	100%	$890.0 million	127%	400%
Steffen Sigloch	Consolidated Company	$700 million	60%	$890.0 million	127%	400%
	Blended Business Line Performance⁽³⁾	—	40%	—	—	156%
Christopher J. Miritello	Consolidated Company	$700 million	100%	$890.0 million	127%	400%

(1)	Incentive operating income is the performance criteria metric used for all bonus plans. Incentive operating income includes adjustments to operating income as presented in the Company’s audited financial statements for purposes of defining the performance criteria, such as: (i) certain standard adjustments made annually, including expenses associated with phantom shares granted to personnel in our European businesses and FIFO variances; and (ii) certain adjustments made when applicable, including impairment charges, certain gains or losses on the sale of assets, certain gains stemming from claim recoveries, consolidation related expenses and purchase accounting adjustments.
(2)	The performance targets applicable to our NEOs were established by the Committee on January 30, 2025, and continue the Company’s longstanding approach of establishing ambitious performance goals that would motivate and incentivize our NEOs to deliver value to our stockholders throughout the Company’s fiscal year.
(3)	The remaining 40% of Mr. Sigloch’s bonus was determined based on a combination of the operating income and manufacturing performance of four key business lines. The target operating income performance goal for the blended business line portion of Mr. Sigloch’s bonus was $471.7 million, while targets for the manufacturing performance component were based on various indicators of manufacturing efficiency, including consumables, labor and conversion costs in those businesses. Based on actual performance compared to the target operating income goal, as well as actual manufacturing efficiencies achieved, the performance factor for the blended business line portion of Mr. Sigloch’s bonus was determined to be 156%.

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.

RESULTS AT A GLANCE

2025 HIGHLIGHTS

MESSAGE FROM OUR CHAIRMAN

Dear Stockholders:

2025 Operational Achievements

Our 2030 Strategic Plan

Conclusion

NOTICE

PROXY SUMMARY

— INFORMATION ABOUT VOTING AND THE ANNUAL MEETING

— 2025 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 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

2025 DIRECTOR COMPENSATION

— ELEMENTS OF DIRECTOR COMPENSATION

— 2025 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(1)

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

2025 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 2025

— 2025 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

2024 and 2019 Incentive Plans

— OUTSTANDING EQUITY AWARDS AT FISCAL 2025 YEAR-END

— 2025 STOCK VESTED AND OPTIONS EXERCISED

— POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE END OF 2025

— PAY VERSUS PERFORMANCE TABLE

Relationship between Pay and Performance

Pay Ratio

PRINCIPAL STOCKHOLDERS

BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS

— DELINQUENT SECTION 16(a) REPORTS

ADDITIONAL MATTERS

— VOTING SECURITIES

— STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2027 ANNUAL MEETING

OTHER INFORMATION

MESSAGE FROM
OUR CHAIRMAN

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS⁽¹⁾

Achievement Percentage	Vesting Percentage
80%	80%
100%	100%
110%	200%

Pay Mix		• Compensation program includes an appropriately balanced mix of short and long-term incentives, which mitigates the risk of undue focus on short-term targets while rewarding performance in areas that are key to our long-term success
		• Base salaries are set at competitive levels to promote stability and give executives an element of compensation that is not at risk.
Performance Metrics and Goals		• Distinct performance metrics are used in both our short-term and long-term incentive plans.
		• Our annual incentive compensation program includes a payout scale (and cap) reflective of a pay for performance philosophy.
Long-term Incentives		• Our long-term equity incentive program is designed to retain key executives and business leaders and to align their interests with those of our stockholders.

Name and Principal Position	Year	Salary ($)			Bonus ($)			Stock Awards ($)⁽²⁾		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)			Total ($)
Gregory L. Christopher Chief Executive Officer & Chairman	2025		1,650,000	⁽³⁾		1,500,000	⁽⁴⁾		15,227,100		8,250,000		935,673	⁽⁵⁾		27,562,773
	2024		1,473,846			—			12,903,000		7,369,231		1,040,824			22,786,901
	2023		1,450,000			—			10,161,450		7,250,000		602,933			19,464,383
Jeffrey A. Martin EVP, Chief Financial Officer & Treasurer	2025		479,142	⁽³⁾		—			4,060,560		1,724,913		284,218	⁽⁶⁾		6,548,833
	2024		469,298			300,000			3,612,840		1,689,473		230,111			6,301,722
	2023		434,808			—			2,709,720		1,565,307		130,052			4,839,887
Steffen Sigloch Former Chief Manufacturing Officer⁽¹⁾	2025		283,292			—			—		770,624		269,440	⁽⁷⁾		1,323,356
	2024		375,950			—			1,612,875		1,353,420		211,864			3,554,109
	2023		367,527			—			2,107,560		1,323,097		143,328			3,941,512
Christopher J. Miritello EVP, General Counsel & Secretary	2025		378,861	⁽³⁾		—			1,099,735		1,363,898		100,580	⁽⁸⁾		2,943,074
	2024		369,267			200,000			1,161,270		1,329,361		78,040			3,137,938
	2023		359,266			—			903,240		1,293,358		42,360			2,598,224

(1)	Effective August 1, 2025, Mr. Sigloch transitioned from his former executive position as Chief Manufacturing Officer to the non-executive role of Strategic Advisor for Industry Relations. In connection with his change in roles, Mr. Sigloch’s base salary was reduced by 66.7%. The amounts set forth in the Summary Compensation Table represent the total compensation received by Mr. Sigloch during the entire 2025 fiscal year.
(2)	This column represents the aggregate grant date fair value of awards granted to our NEOs computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718 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 27, 2025. 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.
(3)	Effective October 6, 2025, Messrs. Martin and Miritello’s base salaries were increased by 2.5% and 3% respectively. The increases were awarded on account of their continued contributions to the Company’s performance, their expanded responsibilities and additional workload in connection with Company initiatives and tenure. Mr. Christopher’s base salary remained unchanged in 2025.
(4)	Mr. Christopher was awarded a $1,500,000 discretionary bonus in recognition of his leadership in steering the Company toward record earnings in 2025.
(5)	Mr. Christopher’s other compensation includes $744,360 in dividends on restricted stock that vested in 2025. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $42,042 reimbursement of the income tax liabilities associated with certain perquisites; $58,745 in club memberships; $10,367 in personal tax and estate planning; $6,320 in travel expenses for Company-sponsored events; $18,811 for an executive health physical; and a $14,000 matching contribution to the Company’s 401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $22,713 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.
(6)	Mr. Martin’s other compensation includes $239,520 in dividends on restricted stock that vested in 2025. Other compensation also includes $6,970 in club memberships; $3,540 in personal tax and estate planning; $12,244 in travel expenses for Company-sponsored events; a $7,944 reimbursement of the income tax liabilities associated with certain perquisites; and a $14,000 matching contribution to the Company’s 401(k) plan.
(7)	Mr. Sigloch’s other compensation includes $255,440 in dividends on restricted stock that vested in 2025. Other compensation also includes a $14,000 matching contribution to the Company’s 401(k) plan.
(8)	Mr. Miritello’s other compensation includes $86,580 in dividends on restricted stock that vested in 2025. Other compensation also includes a $14,000 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	Grant Date Fair Value of
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)	or Units (#)	Stock Awards ($)
Gregory L. Christopher	—	1,650,000	2,062,500	8,250,000	—	—	—	—	—
Gregory L. Christopher	8/4/2025	—	—	—	72,000	90,000	180,000	—	15,227,100
Jeffrey A. Martin	—	344,982	431,228	1,724,913	—	—	—	—	—
	8/4/2025	—	—	—	19,200	24,000	48,000	—	4,060,560
Steffen Sigloch	—	203,970	254,962	1,019,851	—	—	—	—	—
	—	—	—	—	—	—	—	—	—
Christopher J. Miritello	—	272,780	340,975	1,363,898	—	—	—	—	—
Christopher J. Miritello	8/4/2025	—	—	—	5,200	6,500	13,000	—	1,099,735

			Option Awards				Stock Awards⁽¹⁾
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 (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Gregory Christopher	11/09/2022	⁽²⁾	—	—	—	—	500,000	59,065,000	—	—
	10/26/2023		—	—	—	—	270,000	31,895,100	—	—
	08/05/2024		—	—	—	—	—	—	200,000	23,626,000
	08/04/2025		—	—	—	—	—	—	180,000	21,263,400
Jeffrey Martin	10/26/2023		—	—	—	—	72,000	8,505,360	—	—
Jeffrey Martin	08/05/2024		—	—	—	—	—	—	56,000	6,615,280
	08/04/2025		—	—	—	—	—	—	48,000	5,670,240
Steffen Sigloch	10/26/2023		—	—	—	—	56,000	6,615,280	—	—
Steffen Sigloch	08/05/2024		—	—	—	—	—	—	25,000	2,953,250
Christopher Miritello	10/26/2023		—	—	—	—	24,000	2,835,120	—	—
Christopher Miritello	08/05/2024		—	—	—	—	—	—	18,000	2,126,340
	08/04/2025		—	—	—	—	—	—	13,000	1,535,690

	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	—	—	336,000	29,473,920
Jeffrey A. Martin	—	—	108,000	9,473,760
Steffen Sigloch	—	—	112,000	9,824,640
Christopher J. Miritello	5,330	424,002	38,000	3,333,360

(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. Christopher	Termination Without Cause or for Good Reason		19,387,500	⁽¹⁾		231,114	⁽³⁾		—			19,618,614
	Termination Due to Death or Disability		8,250,000	⁽²⁾		231,114	⁽³⁾		138,008,500	⁽⁴⁾		146,489,614
	Change in Control		—			—			138,008,500	⁽⁴⁾		138,008,500
	Termination Without Good Reason		—			231,114	⁽³⁾		—			231,114
Jeffrey A. Martin	Termination Without Cause or for Good Reason		4,497,338	⁽⁵⁾		41,558	⁽⁵⁾		—			4,538,896
	Termination Without Cause or for Good Reason following a Change in Control		6,746,007	⁽⁵⁾		41,558	⁽⁵⁾		21,033,680	⁽⁴⁾		27,821,245
	Termination Due to Death or Disability		—			—			21,033,680	⁽⁴⁾		21,033,680
	Change in Control		—			—			21,033,680	⁽⁴⁾		21,033,680
Steffen Sigloch	Termination Without Cause or for Good Reason		2,548,094	⁽⁵⁾		48,585	⁽⁵⁾		—			2,596,679
	Termination Without Cause or for Good Reason following a Change in Control		3,822,141	⁽⁵⁾		48,585	⁽⁵⁾		9,712,730	⁽⁴⁾		13,583,456
	Termination Due to Death or Disability		—			—			9,712,730	⁽⁴⁾		9,712,730
	Change in Control		—			—			9,712,730	⁽⁴⁾		9,712,730
Christopher J. Miritello	Termination Without Cause or for Good Reason		3,567,055	⁽⁵⁾		15,403	⁽⁵⁾		—			3,582,458
	Termination Without Cause or for Good Reason following a Change in Control		5,350,582	⁽⁵⁾		15,403	⁽⁵⁾		6,575,650	⁽⁴⁾		11,941,635
	Termination Due to Death or Disability		—			—			6,575,650	⁽⁴⁾		6,575,650
	Change in Control		—			—			6,575,650	⁽⁴⁾		6,575,650

(1)	Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 2025 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 2025 bonus paid pursuant to our 2025 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. For additional details on the payments and benefits that may become payable to Mr. Christopher on a qualifying termination, and Mr. Christopher’s material ongoing obligations to the Company following such qualifying termination, see the summary of Mr. Christopher’s employment agreement contained in the “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table” above.
(2)	Includes the value of a pro-rata bonus for the year of termination. The pro-rata bonus amount listed represents Mr. Christopher’s 2025 bonus paid pursuant to our 2025 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 27, 2025, based on a per share value of $118.13, 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 (with unvested shares of performance-based restricted stock vesting at maximum levels if the acceleration event occurs prior to the end of the applicable reference period). 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 NEOs 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 27, 2025 (or three times if termination occurs upon or within three years of a change in control); (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 27, 2025 (or three times if termination occurs upon or within three years of a change in control); 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. For additional details on the payments and benefits that may become payable to Messrs. Martin, Sigloch and Miritello on a qualifying termination and the NEOs’ material ongoing obligations to the Company following such 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.

SEC Form DEF 14A filed by Mueller Industries Inc.