Notice NOTICE
of Annual Meeting
of
Stockholders to be Held
May 3, 2018

To the Stockholders of
Mueller Industries, Inc.

The Annual Meeting of Stockholders of Mueller Industries, Inc. (the “Company” or “Mueller”), will be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125 on Thursday, May 3, 2018, at 10:00 A.M. local time, for the following purposes:

PURPOSE   To vote on three 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 2, 2019)5, 2022), 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 29, 2018; 25, 2021; and 3. To conduct an advisory vote on the compensation of the Company’s named executive officers; and 4. officers (“NEOs”). To considerconduct and transact such other business as may properly be brought before the Annual Meeting and any adjournment(s)adjournment thereof. RECORD DATE   Only stockholders of record at the close of business on March 16, 2018,19, 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 8285 Tournament Drive,150 Schilling Boulevard, Suite 150, Memphis,100, Collierville, Tennessee 38125.38017. 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.   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.   /s/ Christopher J. Miritello Corporate Secretary Christopher J. Miritello March 29, 2018Corporate Secretary April 1, 2021 Table of Contents TABLE OF CONTENTS   SOLICITATION OF PROXIESPROXY SUMMARY 18 VOTING SECURITIES2020 PERFORMANCE 28 PRINCIPALANNUAL MEETING OF STOCKHOLDERS 39 AGENDA AND VOTING MATTERS 9 PROPOSAL 1: ELECTION OF DIRECTORS 69 OWNERSHIPPROPOSAL 2: RATIFICATION OF COMMON STOCK BYINDEPENDENT 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 EXECUTIVE OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEESITS COMMITTEES 714 CORPORATE GOVERNANCEBOARD LEADERSHIP STRUCTURE 16 Director IndependenceBOARD’S ROLE IN RISK OVERSIGHT 16 Meetings of Non-Management DirectorsSTANDARDS OF CONDUCT 17 Audit CommitteeCOMMUNICATION WITH THE BOARD OF DIRECTORS 1718 Compensation and Stock Option CommitteeRELATED PARTY TRANSACTIONS 18 Nominating and Corporate Governance CommitteeENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISK MANAGEMENT AND SUSTAINABILITY 1918 Compensation Committee Interlocks and Insider Participation2020 DIRECTOR COMPENSATION 2119 Corporate Governance Guidelines 21 Code of Business Conduct and Ethics 22 Policies and Procedures for Approval of Related Party Transactions 22 Directors’ Attendance at Annual Meetings of Stockholders 23 Communication with the Board of Directors 23 COMPENSATION DISCUSSION AND ANALYSIS 23 Executive Summary 23 Compensation Policies and Objectives 24 2017 Say-on-Pay Vote; Stockholder Outreach; 2017 Say-on-Pay Frequency Vote 24 Determination of Compensation 25 Elements of Compensation 27 Tax Considerations 34 Compensation Risk Management 35 SUMMARY COMPENSATION TABLE FOR 2017 36 Pay Ratio 37 2017 GRANTSELEMENTS OF PLAN BASED AWARDS TABLE 39 OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR-END 44 2017 OPTION EXERCISES AND STOCK VESTED 47 POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL AS OF THE END OF 2017 47 2017 DIRECTOR COMPENSATION 5119 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 5322 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 5434 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMCOMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 5534 ADVISORY VOTE ON APPROVALEXECUTIVE 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 COMPENSATIONEND OF THE COMPANY’S NAMED EXECUTIVE OFFICERS2020 5641 PRINCIPAL STOCKHOLDERS 42 BENEFICIAL OWNERSHIP OF COMMON STOCK BYINSIDERS 43 DELINQUENT SECTION 16(a) REPORTS 45 INFORMATION ABOUT VOTING AND THE ANNUALMEETING 46 VOTING SECURITIES 46 STOCKHOLDER NOMINATIONS FOR BOARDMEMBERSHIP AND OTHER PROPOSALS FOR 2019THE 2022 ANNUAL MEETING 5747 OTHER MATTERS TO COME BEFORE THE ANNUAL MEETINGADDITIONAL INFORMATION 58 SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING48 58 OTHER INFORMATION 59 NOTICE OF INTERNETREGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING TO BE HELD ON MAY 6, 2021 5948 HOUSEHOLDING OF ANNUAL MEETING MATERIALS 6048 MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     7 Back to Contents PROXY SUMMARY Table of Contents MUELLER INDUSTRIES, INC. 8285 Tournament Drive, Suite 150 Memphis, Tennessee 38125 Telephone (901) 753-3200THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION IN THIS PROXY STATEMENT. PLEASE REVIEW THE ENTIRE PROXY STATEMENT AND OUR ANNUAL REPORT ON FORM 10-K BEFORE VOTING YOUR SHARES.   — 2020 PERFORMANCE   PROXY STATEMENT   Annual MeetingAdjusted operating income and adjusted EBITDA are non-GAAP financial measures which exclude certain items in order to better reflect results of Stockholders May 3, 2018 SOLICITATION OF PROXIESon-going operations. See Appendix A for a reconciliation of non-GAAP financial measures to our results reported under GAAP.   The accompanying proxy is solicited by the Board of Directors of Mueller Industries, Inc., a Delaware corporation (the “Company”), for use at the annual meeting of stockholders (the “Annual Meeting”) to be held at the Company’s headquarters at 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125, on Thursday, May 3, 2018, at 10:00 A.M. local time, or at any adjournment(s) thereof. This Proxy Statement, together with the Company’s Annual Report for the fiscal year ended December 30, 2017, is first being mailed to stockholders on or about March 29, 2018. Pursuant to rules adopted by the Securities and Exchange Commission, the Company is providing access to its proxy materials over the Internet at http://www.proxyvote.com. When a proxy card is returned properly signed, the shares represented thereby will be voted in accordance with the stockholder’s directions appearing on the card. If the proxy card is signed and returned without directions, the shares will be voted for the nominees named herein and in accordance with the recommendations of the Company’s Board of Directors as set forth herein. The discretion granted in the accompanying proxy card includes the authority to vote on all additional matters properly coming before the Annual Meeting as the persons named in the proxy deem appropriate. A stockholder giving a proxy may revoke it at any time before it is voted at the Annual Meeting by giving written notice to the secretary of the Annual Meeting or by casting a ballot at the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by election inspectors appointed for the Annual Meeting. The election inspectors will also determine whether a quorum is present. The holders of a majority of the shares of common stock, $.01 par value per share (“Common Stock”), outstanding and entitled to voteMUELLER INDUSTRIES  •  2021 PROXY STATEMENT     8 - 1 - Back to Contents — ANNUAL MEETING OF STOCKHOLDERS Table of Contents 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 — AGENDA AND VOTING MATTERS whoWe are present either in person or represented by proxy will constitute a quorum for the Annual Meeting. The election inspectors will treat abstentions as shares that are present and entitled to vote for purposes of determining the presence of a quorum and for purposes of determining the approval of any matter submitted. If a broker indicates on a proxy that it does not have discretionary authority as to certain sharesasking you to vote on a particular matter (i.e., a “broker non-vote”), those shares will not be considered as present and entitledthe following proposals at the Annual Meeting: 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 1: ELECTION OF DIRECTORS The following table provides summary information about each director nominee. The Board of Directors believes that these nominees reflect an appropriate composition to vote with respect to that matter, but will be treated as shares that are present and entitled to vote for purposeseffectively oversee the performance of determiningmanagement in the presence of a quorum. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratificationexecution of the appointmentCompany’s strategy, and as such, recommends a vote “for” each of the eight nominees listed below. Name   Age   Director Since   Primary Occupation   Independence   Committee Memberships   Current Other Public Boards Gregory L. Christopher Chairman and Chief Executive Officer   59   2010   Chief Executive Officer, Mueller Industries, Inc.   N   None   None Elizabeth Donovan   68   2019   Retired, Chicago Board Options Exchange   Y   NCG   None Gennaro J. Fulvio   64   2002   Member, Fulvio & Associates, LLP   Y   A*   None Gary S. Gladstein   76   2000   Private Investor, Consultant   Y   C*   None Scott J. Goldman   68   2008   Chief Executive Officer, TextPower, Inc.   Y   A, C   None John B. Hansen   74   2014   Retired Executive Vice President, Mueller Industries, Inc.   Y   A, NCG   None Terry Hermanson Lead Independent Director since January 1, 2019   78   2003   Principal, Mr. Christmas Incorporated   Y   None   None Charles P. Herzog, Jr.   64   2017   Co-Founder and Principal, Atadex LLC & Vypin LLC   Y   C, NCG*   None A = Audit Committee C = Compensation and Stock Option Committee NCG = Nominating and Corporate Governance Committee * = Chair MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     9 Back to Contents — PROPOSAL 2: RATIFICATION OF INDEPENDENT AUDITORS We ask our stockholders to approve the selection of Ernst & Young LLP (“EY”) as the Company’sour independent registered public accounting firm without instructions fromfor the beneficial owner of those shares; on the other hand, a broker may not be entitledfiscal year ending December 25, 2021. Below is summary information about fees paid to vote shares heldEY for a beneficial owner on certain non-routine items, such as the election of directors,services provided in 2020 and the2019:     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   — PROPOSAL 3: ADVISORY VOTE TO APPROVE COMPENSATION OF NAMED EXECUTIVE OFFICERS We are seeking your advisory vote onto approve the compensation of the Company’sour named executive officers.officers as disclosed in this proxy statement. Our executive officers are responsible for achieving long-term strategic goals, and as such, their compensation is weighted toward rewarding long-term value creation for stockholders. Beyond base salary and traditional benefits, we maintain an annual cash incentive compensation program that is driven by a pay-for-performance philosophy and based on ambitious performance targets both at the Company and business line levels. We also maintain a long-term equity incentive compensation program, the primary objective of which is to motivate and retain top talent — a particularly vital goal given the uniquely competitive industry in which we operate. Accordingly, we utilize a combination of extended time-vesting schedules and performance-based vesting criteria to encourage executives and associates alike to enjoy lengthy tenures at the Company, develop industry expertise and relationships, and drive our long-term success.   The cost of soliciting proxies will be borne byOur emphasis on creating long-term stockholder value is best illustrated in the Company. In addition to solicitation by mail, directors, officers and employeesfollowing charts, which show that long-term incentive compensation accounts for the largest percentage of the Company may solicit proxies by telephoneNEOs’ overall compensation for 2020. Moreover, a majority of the NEOs’ compensation — consisting of target long-term and short-term incentive compensation combined — is performance-based or otherwise. The Company will reimburse brokers or other persons holding stock in their names or in the names of their nominees for their charges and expenses in forwarding proxies and proxy material to the beneficial owners of such stock.“at risk.”   VOTING SECURITIES   The Company had 57,564,175 shares of Common Stock outstanding at the close of business on March 16, 2018, which are the only securities of the Company entitled to be voted at the Annual Meeting. The record holder of each share of Common Stock is entitled to one vote on each matter that may properly be brought before the Annual Meeting. Only stockholders of record at the close of business on March 16, 2018 will be entitled to notice of, and to vote at, the Annual Meeting. The Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws (“Bylaws”) do not provide for cumulative voting for the election of directors. On March 9, 2017, the Company paid a special dividend (the“Special Dividend”) consisting of $3.00 in cash and $5.00 in principal amount of the Company’s 6% Subordinated Debentures due 2027 (the “Debentures”) for each share of Common Stock outstanding as of the close of business on February 28, 2017. In connectionMUELLER INDUSTRIES  •  2021 PROXY STATEMENT     10 - 2 - Back to Contents Table of Contents with the Special Dividend, in accordance with the Company’s outstanding stock option plans and agreements, the Company adjusted the shares subject to and the per share exercise price with respect to outstanding options. This adjustment resulted in an increase in the number of shares subject to each outstanding option and an adjustment to the option purchase price designed to maintain the option holders’ intrinsic value following issuance of the Special Dividend. References in this Proxy Statement to beneficial stock ownership or outstanding options for periods following March 9, 2017 reflect the equitable adjustment made to options outstanding on February 28, 2017. PROXY STATEMENT   — PRINCIPAL STOCKHOLDERSPROPOSAL 1: ELECTION OF DIRECTORS   As of March 16, 2018, the following parties were known by the Company toEight director nominees will be the “beneficial owner” of more than five percent of the Common Stock: Name and Address of Beneficial Owner   Shares Beneficially Owned   Percent of Class Blackrock, Inc. 55 East 52nd Street New York, NY 10055     7,424,345 (1)     12.8 %(2) GAMCO Investors, Inc. One Corporate Center Rye, NY 10580     6,388,750 (3)     11.1 %(2) The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355     5,329,917 (4)     9.2 %(2) FMR LLC 245 Summer Street Boston, MA 02210     4,132,470 (5)     7.1 %(2) Wellington Management Group LLP 280 Congress Street Boston, MA 02210     4,033,405 (6)     7.0 %(2) (1) This information is based on a Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the Securities and Exchange Commission (“SEC”) on January 19, 2018. 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 7,290,133 and 7,424,345, 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. - 3 - Table of Contents (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 30, 2017. The difference in the total number of shares outstanding on December 30, 2017 and March 16, 2018 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 October 27, 2016. The Schedule 13D/A reported that GAMCO Asset Management, Inc. (“GAMCO”) beneficially owns 4,144,650 of the shares reported; Gabelli Funds, LLC (“Gabelli Funds”) beneficially owns 2,142,100 of the shares reported; GGCP, Inc. (“GGCP”) beneficially owns 15,000 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially owns 73,500 of the shares reported; Gabelli Foundation, Inc. beneficially owns 8,000 of the shares reported; MJG Associates, Inc. (“MJG”) beneficially owns 1,000 of the shares reported; Associated Capital Group, Inc. (“Associated”) beneficially owns 4,000 of the shares reported; and Gabelli Securities, Inc. beneficially owns 500 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 246,176 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 to, 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 February 9, 2018. According to the Schedule 13G/A, VGI has sole voting and dispositive power with respect to 111,842 and 5,215,239, respectively, of the shares shown. VGI also has shared voting power with respect to 7,900 of the shares shown, and shared dispositive power with respect to 114,678 of the shares shown. In addition, the Schedule 13G/A reported that Vanguard Fiduciary Trust Company (“VFTC”), a wholly-owned subsidiary of VGI, is the beneficial owner of 106,778 of the shares shown as a result of its serving as investment manager of collective trust accounts. The Schedule 13G/A also reported that Vanguard Investments Australia, Ltd. (“VIA”), a wholly-owned subsidiary of VGI, is the beneficial owner of 12,964 of the shares shown as a result of its serving as investment manager of Australian investment offerings. - 4 - Table of Contents (5) This information is based on a Schedule 13G/A filed by FMR LLC (“FMR”) and Abigail P. Johnson (together the “FMR Reporters”) on February 13, 2018 with the SEC. The Schedule 13G/A reported that FMR has sole voting and dispositive power with respect to 414 and 4,132,470, respectively, of the shares shown. The Schedule 13G/A also reported that FMR Co., Inc. owned 5% or greater of the security class being reported on the Schedule 13G. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR, representing 49% of the voting power of FMR. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940 (the “Investment Company Act”), to form a controlling group with respect to FMR. Neither of the FMR Reporters has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act (“Fidelity Funds”) advised by the Fidelity Management & Research Company (“FMR Co.”), a wholly owned subsidiary of FMR, which power resides with the Fidelity Funds’ Boards of Trustees. FMR Co. carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees. (6) This information is based on a Schedule 13G/A filing by Wellington Management Group, LLP (“Wellington”), in its capacity as an investment advisor on February 8, 2018. According to the Schedule 13G/A, Wellington has shared voting and dispositive power with respect to 3,212,805 and 4,033,405, respectively, of the shares shown. In addition, the Schedule 13G/A reported that the securities as to which the Schedule 13G/A relates are owned of record by clients of one or more Wellington-affiliated investment advisers directly, or indirectly owned by Wellington. The Schedule 13G/A discloses that (i) those clients have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, such securities and (ii) no client is known to have such right or power with respect to more than five percent of this class of securities. - 5 - Table of Contents ELECTION OF DIRECTORS The Board of Directors proposes to elect the following eight persons, each as nominated by the Board of Directors,elected at the Annual Meeting, each to serve (subject to the Company’s Bylaws) as directors of the Company until the next Annual Meetingannual meeting (tentatively scheduled for May 2, 2019)5, 2022), or until the election and qualification of their successors:successors. At the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following persons to serve as directors for the term beginning at the Annual Meeting: Gregory L. Christopher, Paul J. Flaherty,Elizabeth Donovan, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman, John B. Hansen, Terry Hermanson and Charles P. Herzog, Jr. (collectively, the “Nominees”). If any such person should be unwilling or unable to serve as a director of the Company, which is not anticipated, the persons named in the proxy will vote the proxy for substitute nominees selected by them unless the number of directors has been reduced to the number of nominees willing and able to serve.   Directors are elected by a plurality of the votes cast. “Plurality”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. Consequently, any shares not voted “For” a particular director (whether as a result of a direction to withhold or a broker non-vote) will not be counted in such director’s favor.   The Board of Directors has adopted a majority vote policy in uncontested elections. An uncontested election means any stockholders meeting called for purposes of electing any director(s) in which (i) the number of director nominees for election is equal to the number of positions on the Board of Directors to be filled through the election to be conducted at such meeting, and/or (ii) proxies are being solicited for the election of directors solely by the Company. The election of directors solicited by this Proxy Statement is an uncontested election. In the event that a nominee for election in an uncontested election receives a greater number of votes “withheld”“Withheld” for his or her election than votes “For” such election, such nominee will tender an irrevocable resignation to the Nominating and Corporate Governance Committee, which will decide whether to accept or reject the resignation and submit such recommendation for prompt consideration by the Board of Directors no later than ninety (90) days following the uncontested election.   — SELECTING NOMINEES TO THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOREACH OF THE NOMINEES. - 6 - Table of Contents OWNERSHIP OF COMMON STOCK BY DIRECTORS AND EXECUTIVE OFFICERS AND INFORMATION ABOUT DIRECTOR NOMINEES   The Nominating and Corporate Governance Committee considers, among other things, the following table sets forth, ascriteria in selecting and reviewing director nominees: • 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. The Nominating and Corporate Governance Committee also assesses the close of business on March 16, 2018, information about the 1,612,115 shares of Common Stock (calculated based on 57,564,175 shares outstanding) beneficially owned by eachcontributions of the Company’s currentincumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, for director, executive officers and named executive officers. The “named executive officers” are those individuals set forththe Committee members take into account such factors as they determine appropriate, including recommendations made by the Board of Directors. As reflected in the “Summary Compensation Table for 2017” included herein. Unless otherwise indicated, all directors, nominees for director, executive officers and named executive officers have sole voting and investment power with respect to the shares of Common Stock reported. The table and the accompanying footnotes set forth the foregoing persons’ current positions with the Company, principal occupations and employment over the preceding five years, age and directorships held in certain other publicly-owned companies, as well as, with respect to directors, the experiences, qualifications, attributes or skills that causedits formal charter, the Nominating and Corporate Governance Committee considers the diversity of the Company’s Board and employees to be a tremendous asset. The Company is committed to maintaining a highly qualified and diverse Board, and as such, all candidates are considered regardless of their age, gender, race, color of skin, ethnic origin, political affiliation, religious preference, sexual orientation, country of origin, physical handicaps or any other category. These efforts to promote diversity are assessed annually to assure that the Board contains a balanced and effective mix of Directorsindividuals capable of advancing the Company’s long-term interests. The Nominating and Corporate Governance Committee does not consider individuals nominated by stockholders for election to determinethe Board. The Board believes that this is an appropriate policy because the person should serve asCompany’s Restated Certificate of Incorporation and Amended and Restated By-laws (“Bylaws”) allow a directorqualifying stockholder to nominate an individual for election to the Board, said nomination of which can be brought directly before a meeting of stockholders. Procedures and deadlines for doing so are set forth in the Company’s Bylaws, the applicable provisions of which may be obtained, without charge, on the Company’s website or upon written request to the Secretary of the Company in 2017.at the address set forth herein.   Principal Occupation, Employment, etc. Common Stock Beneficially Owned as of March 16, 2018 Percent of Class Paul J. Flaherty 54,406 * Director of the Company since August 2, 2007; age 78 (1) Gennaro J. Fulvio 62,333 * Director of the Company since May 9, 2002; age 61 (2) Gary S. Gladstein 132,696 * Lead Independent Director since January 1, 2016; Director of the Company since July 1, 2000; age 73 (3) Scott J. Goldman 38,444 * Director of the Company since January 1, 2008; age 65 (4) John B. Hansen 77,385 * Director of the Company since August 4, 2014; age 71 (5) Terry Hermanson 27,126 * Director of the Company since February 13, 2003; age 75 (6) Charles P. Herzog, Jr. 6,624 * Director of the Company since July 31, 2017; age 60 (7) The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the procedures set forth in the Bylaws. See “Stockholder Nominations for Board Membership and Other Proposals for 2021 Annual Meeting.” MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     11 - 7 - Back to Contents — Table of ContentsDIRECTOR NOMINEE BIOGRAPHIES Principal Occupation, Employment, etc. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR EACH OF THE NOMINEES. Common Stock Beneficially Owned as of March 16, 2018 Percent of ClassGREGORY L. CHRISTOPHER Chairman of the Board and Chief Executive Officer Gregory L.Age 59 Director Since 2010 Mr. Christopher 555,078 * has served as Chairman of the Board of Directors since January 1, 2016;2016. Mr. Christopher has served as Chief Executive Officer of the Company since October 30, 2008; 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 Company since October 28, 2010; age 56 (8) 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.   Brian K. Barksdale 51,261 * Vice President – Marketing of the Company since November 10, 2013; age 42 (9) Daniel R. Corbin 57,352 * Senior Vice President – Plastics of the Company since May 4, 2017; age 60 (10) Donald Glover 12,445 * President – Mueller Brass Company since January 1, 2017; age 53 (11) Jeffrey A. Martin 129,012 * Chief Financial Officer and Treasurer of the Company since February 14, 2013; age 51 (12) Mark Millerchip — — Executive Director – European Operations of the Company since May 28, 2010; age 51 (13) Christopher J. Miritello 12,000 * Vice President, General Counsel and Secretary of the Company since January 1, 2017; age 35 (14) Nicholas W. Moss 178,281 * President - B&K LLC since May 7, 2015; age 61 (15) Steffen Sigloch 136,170 * Chief Manufacturing Officer of the Company since May 4, 2017; age 49 (16) Anthony J. Steinriede 17,413 * Vice President – Corporate Controller of the Company since April 23, 2015; age 41 (17) Nadiem Umar 41,822 * President – International Division of the Company since January 1, 2016; age 57 (18) - 8 - Table of Contents Principal Occupation, Employment, etc. Common Stock Beneficially Owned as of March 16, 2018 Percent of Class Gary Westermeyer 22,267 * President – Refrigeration of the Company since May 4, 2017; age 53 (19) Executive Officers and Directors as a Group 1,612,115 2.8%** * Less than 1% ** Includes 224,266 shares of Common Stock which are subject to currently exercisable stock options and 647,863 shares of non-vested restricted stock held by executive officers and directors of the Company. (1) Mr. Flaherty has been a member of the Advisory Board of Aon Risk Services, Inc., a subsidiary of Aon Corporation (“Aon”), the global insurance and risk management firm, since 2001. Prior to his tenure with Aon, Mr. Flaherty was associated with Burson-Marsteller-WPP, a global public affairs and public relations firm. Mr. FlahertyMs. Donovan was nominated to serve as a director of the Company because of his yearsher knowledge of experience counseling boardsmarket dynamics and senior management. In addition, his experience in insuranceinstitutional 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 risk management enable him to assist the Board of Directors in performing its risk oversight function. The number of shares of Common Stock beneficially owned by Mr. Flaherty includes (i) 33,333 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.Corporate Governance Committee. GENNARO J. FULVIO Age 64 Director Since2002 (2) Mr. Fulvio, a Certified Public Accountant, has been a member of Fulvio & Associates, LLP, Certified Public Accountants,a CPA firm, since 1987. Mr. Fulvio was nominated to serve as a director of the Company because of his strength in the area of accounting, combinedwith his financial acumen, and his knowledge of and experience with tax matters, and his financial acumen. The numberaudit matters. He currently serves as Chairman of shares of Common Stock beneficially owned by Mr. Fulvio includes (i) 33,333 shares of Common Stock which are subject to currently exercisable stock options, (ii) 27,000 shares of Common Stock which are owned by Mr. Fulvio’s spouse and (iii) 2,000 shares of non-vested restricted stock.the Audit Committee. GARY S. GLADSTEIN Age 76 Director Since2000 On June 27, 2017, pursuant to an Offer of Settlement, and without admitting or denying the findings contained therein, the PCAOB issued an Order Instituting Disciplinary Proceedings, Making Findings and Imposing Sanctions against Fulvio & Associates LLP (the “Firm”), Mr. Fulvio and certain other named affiliates of the Firm (collectively, “Respondents”) for Respondents’ having allegedly “violated PCAOB rules and standards in connection with their audit and examination engagement for a broker-dealer client, for the fiscal year ending June 30, 2014.” See PCAOB Release No. 105-2017-029 dated June 27, 2017. - 9 - Table of Contents (3) 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. InDuring 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, andcombined with his years of experience providing strategic advisory services to complex organizations. In addition, havingbeen a member of the compensation, audit and other committees of public company boards, Mr. Gladstein is deeply familiarwith a full rangecorporate governance issues. He currently serves as Chairman of corporatethe Compensation and board functions. The number of shares of Common Stock beneficially owned by Mr. Gladstein includes (i) 33,333 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.Option Committee. SCOTT J. GOLDMAN Age 68 Director Since2008 (4) For ninethe past ten years, Mr. Goldman has served as Chief Executive Officer of TextPower, Inc. The, a company which Mr. Goldmanhe also co-founded,co-founded. TextPower provides software-integrated text messaging alerts to utilities, courts and universities and cybersecurity services using a patented technology that authenticates identities and stops hackers. Hevarious institutions. Mr. Goldman also speaks, writes and educates enterprises aboutregarding cybersecurity issues, and best practices. From 1999 through 2001 Mr. Goldman served as the Chief Executive Officer of the WAP Forum (now the Open Mobile Alliance), a global technology organization promoting standardized wireless and mobile Internet access. Prior to that, he founded and was principal of The Goldman Group, a consultancy thathas 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. The number of shares of CommonHe currently serves on the Audit and Compensation and Stock beneficially owned by Mr. Goldman includes (i) 28,444 shares of Common Stock which are subjectOptionCommittees. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     12 Back to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock.Contents JOHN B. HANSEN Age 74 Director Since2014 (5) Mr. Hansen served Prior to his retirement as an Executive Vice President of the Company from January 1, 2013 until April 30,in 2014, when he retired. Prior to that time, heMr. Hansen served as (i)the Company in a variety of roles, including President-Plumbing Business, of the Company from January 1, 2011 until January 1, 2013, (ii) President-Manufacturing Operations from May 18, 2009 until January 1, 2011 and (iii) Senior Vice President -– Strategy and Industry Relations prior to May 18, 2009. Relations. Mr. Hansen was nominated to serve as a director because of his extensive industry experience and deep knowledge of the Company’s business operations. The numberCompany, its full array of shares of Common Stock beneficially owned by Mr. Hansen includes (i) 13,778 shares of Common Stock which are subject tooperations and the global markets it serves. He currently exercisable stock options, (ii) 18,000 shares of Common Stock owned by a trust where his wifeserves on the Audit and children serve as beneficiariesNominating and (iii) 2,000 shares of non-vested restricted stock.Corporate Governance Committees. - 10 - Table of Contents (6)TERRY HERMANSON Lead Independent Director Age 78 Director Since2003 Mr. Hermanson has been the principal of Mr. Christmas Incorporated, a wholesale merchandising company, since 1978, and serves as its Chairman. Mr. Hermanson was nominated to serve as a director of the Company because he hasof his extensive experience in managementand strategic planning, as well as ahis thorough knowledge of wholesale merchandising and international business issues. The number of shares of Common Stock beneficially owned by Mr. Hermanson includes (i) 4,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock. CHARLES P. HERZOG, JR. Age 64 Director Since2017 (7) 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 transportationlogistics industry, and the developing technologies that support it. The number of shares of CommonHe currently serves on the Compensation and Stock beneficially owned by Mr. Herzog includes (i) 2,000 shares of Common Stock which are subject to currently exercisable stock optionsOption Committee, and (ii) 1,000 shares of non-vested restricted stock. (8) Prior to October 30, 2008, Mr. Christopher served as Chief Operating Officer. The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) 240,400 shares of non-vested restricted stock, (ii) shares of Common Stock owned jointly between Mr. Christopher and his spouse, (iii) 120,000 shares owned by a trust in which his wife is beneficiary, (iv) 80,000 shares owned by a trust in which he is beneficiary and (v) 6,800 shares of Common Stock which are owned by Mr. Christopher’s children. (9) Mr. Barksdale served as Director – Wholesale Plumbing SalesChairman of the Company from March 7, 2009 until November 10, 2013,Nominating and was a Local and Regional Territory Sales Representative from June 1, 2000 until March 7, 2009. He has been employed with the Company since September 1999. The number of shares of Common Stock beneficially owned by Mr. Barksdale includes (i) 20,289 shares of Common Stock which are subject to currently exercisable stock options and (ii) 17,769 shares of non-vested restricted stock. (10) Mr. Corbin served as (i) Vice President – Corporate of the Company from May 7, 2015 until May 4, 2017; (ii) Vice President – Corporate Manufacturing/Engineering of the Company from January 1, 2014 until May 7, 2015, (iii) Vice President – Copper Business from December 1, 2010 until December 31, 2013, and (iii) Vice President – Fittings and Distribution Business-Standard Products Division of the Company prior to December 1, 2010. The number of shares of Common Stock beneficially owned by Mr. Corbin includes (i) 15,732 shares owned by a trust of which his children are beneficiaries and (ii) 41,620 shares of non-vested restricted stock. (11) Mr. Glover previously served as President – Industrial Metals of the Company from May 5, 2016 until January 1, 2017. He joined the Company in May 2013 as General Manager of Micro Gauge, Inc. and Mueller Impacts Company, Inc. Prior to that, he served as General Manager of Oak Adaptive, an ERP software development firm, and held a variety ofGovernance Committee. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     13 - 11 - Back to Contents Table of Contents positions with Masco Corporation. The number of shares of Common Stock beneficially owned by Mr. Glover includes (i) 2,445 shares of Common Stock which are subject to currently exercisable stock options and (ii) 10,000 shares of non-vested restricted shock. (12) Mr. Martin served (i) as Interim Chief Financial Officer of the Company from October 26, 2012 until February 14, 2013, (ii) as Vice President - Corporate Development of the Company from January 11, 2011 until October 26, 2012, (iii) as Vice President-Finance & Corporate Development from August 1, 2008 until January 11, 2011, and (iv) as Vice President-Operations, Standard Products Division prior to August 1, 2008. The number of shares of Common Stock beneficially owned by Mr. Martin includes (i) 17,866 shares which are subject to currently exercisable stock options, (ii) 39,726 shares of Common Stock owned jointly between Mr. Martin and his wife and (iii) 71,420 shares of non-vested restricted stock. (13) Mr. Millerchip served as Managing Director – Mueller Primaflow Limited prior to May 28, 2010. (14) Mr. Miritello served as Deputy General Counsel of the Company from September 15, 2015 to December 31, 2016. Prior to joining the Company, he was associated with the New York office of Willkie Farr & Gallagher LLP. The number of shares of Common Stock owned by Mr. Miritello includes 12,000 shares of non-vested restricted stock. (15) Mr. Moss served as President – Global and Retail Business of the Company from March 6, 2007 until May 7, 2015. The number of shares of Common Stock beneficially owned by Mr. Moss includes (i) 24,445 shares of Common Stock which are subject to currently exercisable stock options and (ii) 101,634 shares of non-vested restricted stock. (16) Mr. Sigloch served as (i) President – Piping Systems North America of the Company from May 5, 2016 until May 4, 2017; (ii) President – Extruded Products of the Company from January 1, 2013 until May 5, 2016, (iii) Corporate Vice President – Engineering and Manufacturing of the Company from January 1, 2012 until January 1, 2013, and (iv) Vice President – Engineering and Manufacturing of Mueller Europe, Ltd, from July 1, 2011 until January 1, 2012. Prior to joining the Company on July 1, 2011, Mr. Sigloch served as Chief Executive Officer of Wieland Copper Products, LLC. The number of shares of Common Stock beneficially owned by Mr. Sigloch includes 105,796 shares of non-vested restricted stock. (17) Mr. Steinriede served as (i) Director of Finance at the Company from April 1, 2014 until April 23, 2015, (ii) Assistant Corporate Controller from September 1, 2010 until April 1, 2014, and (iii) Corporate Accounting Manager prior to September 1, 2010. The number of shares of Common Stock beneficially owned by Mr. Steinriede includes (i) 7,944 shares of Common Stock which are subject to currently exercisable stock options and (ii) 3,185 shares of non-vested restricted stock. (18) Mr. Umar served as (i) Vice President of Mueller Distribution Group from May 7, 2015 until January 1, 2016; (ii) Vice President – International Sales for Mueller Streamline - Standard Products from 2009-2016, and (iii) Director of International Sales – Mueller Standard Products Division from 2000-2009. The number of shares of Common Stock beneficially owned by Mr. Umar includes 20,654 shares of non-vested restricted stock. - 12 - Table of ContentsCORPORATE GOVERNANCE (19) Mr. Westermeyer previously served as General Manager of Westermeyer Industries, Inc. (WII), a company he established in 2001, and which was acquired by the Company on August 16, 2012. In 2017, he also assumed duties as General Manager of Turbotec Products, Inc., another wholly-owned subsidiary acquired by the Company in 2015. The number of shares of Common Stock beneficially owned by Mr. Westermeyer includes (i) 3,056 shares of Common Stock which are subject to currently exercisable stock options, (ii) 3,919 shares of Common Stock which are owned by Mr. Westermeyer’s spouse and (iii) 10,385 shares of non-vested restricted stock.   MeetingsThe Company adheres to an established set of Corporate Governance Guidelines for purposes of defining director independence, assigning responsibilities, setting high standards of professional and Committeespersonal conduct, and ensuring compliance with such responsibilities and standards. Such Guidelines are periodically reviewed in light of evolving trends in corporate governance standards, regulations and related disclosure requirements, particularly as adopted by the NYSE and (with respect to the Audit Committee (the SEC)). — DIRECTOR INDEPENDENCE In order for a director to qualify as “independent,” our Board of Directors must affirmatively determine, consistent with NYSE rules, that the director has no material relationship with the Company that would impair the director’s independence. Our Board of Directors undertook its annual review of director independence in February 2021. In applying the NYSE standards for independence, and after considering all relevant facts and circumstances, the Board of Directors has affirmatively determined that the Company’s current “independent” directors are: Elizabeth Donovan, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman, John Hansen, Terry Hermanson and Charles P. Herzog, Jr. In the course of the Board of DirectorsDirectors’ determination regarding the independence of each non-management director, the Board considered for: Mr. Hansen, the fact that while he was previously an executive officer of the Company (until his retirement on April 30, 2014), more than five years have lapsed since the termination of his employment relationship with the Company. — BOARD OF DIRECTORS AND ITS COMMITTEES   During 2017,The Board of Directors and its committees meet regularly throughout the year, and may also hold special meetings and act by written consent from time to time. In 2020, the Board of Directors held four regularly scheduled meetings and fiveone special meetings. Themeeting. During this time, our directors attended 100% of our Board of Directors established ameetings and meetings of the committees on which they served. The Company’s Corporate Governance Guidelines provide that the Company’s non-management directors shall hold annually at least two formal meetings independent from management. Our Lead Independent Director presides at these executive sessions of the Board of Directors. Three standing Audit Committee and a Compensation and Stock Option Committee at its organizational meeting on February 13, 1991. On May 13, 1991,committees have been convened to assist the Board of Directors created two committees (the “Plan Committees”) to be responsible for administering the Company’s 1991 Employee Stock Purchase Plan and the Company’s 1991 Incentive Stock Option Plan. On November 16, 1993, the Board of Directors established a standing Nominating Committee. On May 12, 1994, the Board of Directors created two committees to be responsible for administering the Company’s 1994 Stock Option Plan and the Company’s 1994 Non-Employee Director Stock Option Plan, on February 12, 1998 created a committee to be responsible for administering the Company’s 1998 Stock Option Plan and on February 12, 2002 created a committee to be responsible for administering the Company’s 2002 Stock Option Plan (collectively, the “Option Plan Committees”). On February 12, 2004, the Board of Directors changed the name of the Nominating Committee to the Nominating and Corporate Governance Committee. The Audit Committee is currently composed of three directors who are not officers or employees of the Company: Gary S. Gladstein (Chairman), John Hansen and Terry Hermanson. Each member ofwith various functions: the Audit Committee, has been determined by the Board of Directors to meet the standards for independence required of audit committee members by the New York Stock Exchange (the “NYSE”) and applicable SEC rules. For more information on the NYSE standards for independence, see “Corporate Governance-Director Independence” in this Proxy Statement. The Board of Directors has further determined that (i) all members of the Audit Committee are financially literate and (ii) Gary S. Gladstein possesses accounting and related financial management expertise within the meaning of the listing standards of the NYSE, and as such, is an audit committee financial - 13 - Table of Contents expert within the meaning of applicable SEC rules. The Audit Committee (a) appoints the Company’s independent accountants, (b) reviews and approves any major change in the Company’s accounting policies, (c) reviews the scope and results of the independent audit, (d) reviews and considers the independence of the accountants, (e) reviews the effectiveness of the Company’s internal audit procedures and personnel, (f) reviews the Company’s policies and procedures for compliance with disclosure requirements concerning conflicts of interest and the prevention of unethical, questionable or illegal payments and (g) makes such reports and recommendations to the Board of Directors as it may deem appropriate. The Audit Committee held seven formal meetings during the last fiscal year, all but one of which was attended by the Company’s independent auditors. The purpose of the single meeting not attended by the Company’s independent auditors was to discuss whether to solicit proposals for independent auditing services in connection with the Company’s 2018 fiscal year audit. At its meetings, the Audit Committee discussed the scope and results of the annual audit and issues of accounting policy and internal controls. The Compensation and Stock Option Committee is currently composed of three directors who are not officers or employees of the Company: Gennaro J. Fulvio (Chairman), Paul J. Flaherty and Scott J. Goldman. Each member of the Compensation and Stock Option Committee, has been determined by the Board of Directors to meet the NYSE’s standards for independence. The Compensation and Stock Option Committee (i) provides assistance to the Board of Directors in discharging the Board of Directors’ responsibilities relating to management organization, performance, compensation and succession and (ii) makes such recommendations to the Board of Directors as it deems appropriate. During fiscal year 2017, the Compensation and Stock Option Committee held five formal meetings. The Nominating and Corporate Governance Committee is currently composed of three directors who are not officers or employees of the Company: Terry Hermanson (Chairman), Scott J. Goldman and Charles P. Herzog, Jr. Each member of the Nominating and Corporate Governance Committee has been determinedCommittee. Each committee operates pursuant to a formal charter that may be obtained, free of charge, at the Company’s website at www.muellerindustries.com, or by requesting a print copy from our Corporate Secretary at the Board of Directors to meet the NYSE’s standards for independence. The Nominating and Corporate Governance Committee is responsible for the recommendation to the Board of Directors of director nominees for election to the Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for recommending committee assignments and responsibilities to the Board of Directors,address listed herein. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     14 - 14 - Back to Contents AUDIT COMMITTEE Current Members: Gennaro J. Fulvio (Chairman) Scott J. Goldman John B. Hansen Meetings in 2020: 6 The Audit Committee assists the Board of Directors in fulfilling its oversight functions with respect to matters involving financial reporting, independent and internal audit processes, disclosure controls and procedures, internal controls over financial reporting, related-party transactions, employee complaints, cybersecurity and risk management. In particular, the Audit Committee is responsible for: •  appointing, retaining, compensating and evaluating the Company’s independent auditors; •  reviewing and discussing with management and the independent auditors the Company’s annual and quarterly financial statements, and accounting policies; •  reviewing the effectiveness of the Company’s internal audit procedures and personnel; •  reviewing, evaluating and assessing the Company’s risk management programs, including with respect to cybersecurity; •  reviewing the Company’s policies and procedures for compliance with disclosure requirements concerning conflicts of interest and the prevention of unethical, questionable or illegal payments; and •  making such other reports and recommendations to the Board of Directors as it deems appropriate. The Board of Directors has determined that each Audit Committee member meets the standards for independence required by the New York Stock Exchange (the “NYSE”) and applicable SEC rules. Moreover, it has determined (i) that all members of the Audit Committee are financially literate; and (ii) that Gennaro J. Fulvio possesses accounting and related financial management expertise within the meaning of the listing standards of the NYSE, and therefore is an audit committee financial expert within the meaning of applicable SEC rules. In accordance with the rules and regulations of the SEC, the above paragraph regarding the independence of the members of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C of the Exchange Act or to the liabilities of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, notwithstanding any general incorporation by reference of this Proxy Statement into any other filed document. COMPENSATION AND STOCK OPTION COMMITTEE Current Members: Gary S. Gladstein(Chairman) Scott J. Goldman Charles P. Herzog, Jr. Meetings in 2020: 4 The Compensation and Stock Option Committee is responsible for: •  providing assistance to the Board of Directors in discharging the Board of Directors’ responsibilities related to management organization, performance, compensation and succession; and •  making such recommendations to the Board of Directors as it deems appropriate. The Board of Directors has determined that each member of the Compensation and Stock Option Committee meets the NYSE’s standards for independence. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE Current Members: Charles P. Herzog, Jr.(Chairman) Elizabeth Donovan John B. Hansen Meetings in 2020: 2 The Nominating and Corporate Governance Committee is responsible for: •  recommending director nominees to the Board of Directors; •  recommending committee assignments and responsibilities to the Board of Directors; •  overseeing the evaluation of the Board of Directors and management effectiveness; •  developing and recommending to the Board of Directors corporate governance guidelines; •  reviewing and discussing with management the Company’s implementation of procedures for identifying, assessing, monitoring, managing and reporting on the environmental, social and governance (ESG) and sustainability risks and opportunities related to the Company’s business; and •  generally advising the Board of Directors on corporate governance and related matters. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee meets the NYSE’s standards for independence. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     15 Back to Contents — Table of ContentsBOARD LEADERSHIP STRUCTURE overseeing the evaluation of Board of Directors and management effectiveness, developing and recommending to the Board of Directors corporate governance guidelines, and generally advising the Board of Directors on corporate governance and related matters. The Nominating and Corporate Governance Committee held three formal meetings during fiscal year 2017.   The Board of Directors has currently implemented a leadership structure in which Mr. Christopher serves as both Chief Executive Officer and Chairman of the Board. The Board has determined that having Mr. Christopher serve in this dual capacity is in the best interest of stockholders at this time. The Company believes that this structure currently allows ultimate leadership and accountability to reside in a single individual, who has both extensive knowledge of the Company’s business and critical relationships with the Company’s customer base.   In order to coordinate the activities of the independent and non-management members of the Board of Directors, and to liaise between such directors and the Chairman of the Board, the Company has currently designated Mr. GladsteinHermanson to serve as Lead Independent Director. The Lead Independent Director’s responsibilities are set forth in a formal charter, which can be obtained free of charge from the Company’s website at www.muellerindustries.com, or may be requested in print by any stockholder.   — BOARD’S ROLE IN RISK OVERSIGHT The Board of Directors is actively involved in oversight of risks that could affect the Company. The full Board of Directors has retained the responsibility for general oversight of risks, but the Audit Committee primarily oversees those risks that may directly or indirectly impact the Company’s financial statements. The Board of Directors receives reports directly from officers responsible for oversight of particular risks within the Company,These efforts can be summarized as well as full reports by the chair of the Audit Committee regarding the Audit Committee’s considerations and actions. The Board believes that through such open communication and access to information, it can sufficiently manage the risks facing the Company. The Board of Directors’ administration of its risk oversight function has not affected the Board’s leadership structure.follows: MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     16 - 15 - Back to Contents — Table of Contents CORPORATE GOVERNANCESTANDARDS OF CONDUCT The Company operates within a comprehensive plan of corporate governance for the purpose of defining independence, assigning responsibilities, setting high standards of professional and personal conduct and assuring compliance with such responsibilities and standards. The Company regularly monitors developments in the area of corporate governance. In July 2002, Congress passed the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) which, among other things, established, or provided the basis for, a number of new corporate governance standards and disclosure requirements. In addition, following the passage of Sarbanes-Oxley, the NYSE adopted changes to its corporate governance and listing requirements. Director Independence The standards relied upon by the Board of Directors in affirmatively determining whether a director is “independent,” in compliance with the rules of the NYSE, are comprised, in part, of those objective standards set forth in the NYSE rules.   The Board of Directors in applying the NYSE standards for independence, and after considering allhas adopted various policies, including a comprehensive set of the relevant facts and circumstances, has affirmatively determined that the Company’s current “independent” directors are: Paul J. Flaherty, Gennaro J. Fulvio, Gary S. Gladstein, Scott J. Goldman, John Hansen, Terry Hermanson and Charles P. Herzog, Jr. In the course of the Board of Director’s determination regarding the independence of each non-management director, the Board considered for: Mr. Flaherty, the fact thatCorporate Governance Guidelines, by which the Company has utilized certain services of Aonis governed. These policies are designed to promote sound corporate governance and its affiliates, but recognizing the arms’ length nature of such transactions, the absence of any managerial role or specific pecuniary interest of Mr. Flaherty in such matters, and the de minimis percentage such transactions represented in respect of the annual revenues and assets of each of those companies. Mr. Hansen, the fact that while he was previously an executive officerprudent stewardship of the Company, (until his retirement on April 30, 2014), more than three years have lapsed since the termination of his employment relationship with the Company. - 16 - Table of Contents Meetings of Non-Management Directors The Company’s Corporate Governance Guidelines provide that the Company’s non-management directors shall hold annually at least two formal meetings independent from management. Our lead independent director presides at these executive sessions of the Board of Directors. Audit Committee In accordance with the rules and regulations of the SEC, the above paragraph regarding the independence of the members of the Audit Committee shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C of the Exchange Act or to the liabilities of Section 18 of the Exchange Act and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, notwithstanding any general incorporation by reference of this Proxy Statement into any other filed document. Ernst & Young LLP, the Company’s independent auditors, reports directly to the Audit Committee. The Audit Committee, consistent with the Sarbanes-Oxley Act of 2002 and the rules adopted thereunder, meets with management and the Company’s independent auditors prior to the filing of officers’ certifications with the SEC to receive information concerning, among other things, significant deficiencies in the design or operation of internal control over financial reporting. The Audit Committee has adopted procedures for the receipt, retention and treatment of complaints by Company employees regarding the Company’s accounting, internal accounting controls or auditing matters. The Audit Committee operates under a formal charter adoptedboth by the Board of Directors and management. Anti-Pledging Policy The Corporate Governance Guidelines include amendments adopted in February 2020 that governs its duties and standards of performance. Copiesprohibit the future pledging of the charter can be obtained freeCompany’s common stock as security under any obligation by our directors and executive officers. Insider Trading and Anti-Hedging Policy The Company maintains a policy which mandates compliance with insider trading laws and institutes safeguards to mitigate the risk of chargeinsider trading. Further, the Corporate Governance Guidelines prohibit any director, officer or employee of the Company from engaging in short sales, transactions in derivative securities (including put and call options), or other forms of hedging and monetization transactions, such as zero-cost collars, equity swaps, exchange funds and forward sale contracts, that allow the holder to limit or eliminate the risk of a decrease in the value of the Company’s website at www.muellerindustries.com or may be requested in print by any stockholder. - 17 - Table of Contents Compensation and Stock Option Committee The Compensation and Stock Option Committee operates under a formal charter adopted by the Board of Directors that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by any stockholder. Independent Compensation Advisorsecurities.   In NovemberClawback Policy Under the Corporate Governance Guidelines, if the Company is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws as a result of 2017,an executive’s (i.e., a President or Vice President level officer’s) willful, knowing or intentional misconduct or gross negligence (as determined by the Compensation and Stock Option Committee retained Willis Towers Watson (“Willis Towers”) to review and advise regarding various provisions of the employment agreement betweenCommittee), the Company and its Chief Executive Officer. The engagement of the independent advisory services of Willis Towers was made at the direction of the Compensation and Stock Option Committee in partial responsemay take action to the results of the 2017 stockholder advisory vote on the compensation of the Company’s named executive officers. The Compensation and Stock Option Committee did not utilize Willis Towers’ services to benchmark executive compensation (or any component thereof) against any particular peer group. During 2017, Willis Towers’ aggregate fees in connection with advice relating to executive compensation were $22,783. In addition to providing services related to executive compensation in 2017, Willis Towers also provided non-executive compensation consulting services to the Company. The non-executive compensation consulting services provided by Willis Towers in 2017 included retirement advice, corporate risk and broking advice and health care consulting services. During 2017, Willis Towers’ fees for these additional services were $297,195. Requests for non-executive compensation consulting services are made to Willis Towers by persons belowrecoup from the executive officer level within the departments of our Company that have a need for such services, and those requests are made without the involvement of our senior management or other personnel who may be associated with Willis Towers’ engagement with executive compensation consulting. The Compensation and Stock Option Committee assessed the independence of Willis Towers and, based on this assessment, the Compensation and Stock Option Committee determined that, given the nature and scope of these additional services, these additional services did not raise a conflict of interest and did not impair Willis Towers’ ability to provide independent advice to the Compensation and Stock Option Committee concerning executive compensation matters. - 18 - Table of Contents Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee recommends to the Board of Directors as director nominees individuals of established personal and professional integrity, ability and judgment, and who are chosen with the primary goal of ensuring that the entire Board of Directors collectively serves the interests of the Company’s stockholders. Due consideration is given to assessing the qualifications of potential nominees and any potential conflicts with the Company’s interests. The Nominating and Corporate Governance Committee also assesses the contributions of the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members take into account such factors as they determine appropriate, including recommendations made by the Board of Directors. Under its charter, the Nominating and Corporate Governance Committee considers whether the viewpoint, professional experience, education, skill and other individual qualities and attributes of any potential nominee would contribute to the diversity of the Board as a whole. The diversity of the Company’s Board and employees is a tremendous asset. The Committee and Company are firmly committed to providing equal opportunity in all aspects of the Board nomination process and employment. The Committee will not exclude any potential Board nominee from consideration based on age, gender, race, color of skin, ethnic origin, political affiliation, religious preference, sexual orientation, country of origin, physical handicaps or any other category. The Nominating and Corporate Governance Committee considers and assesses the implementation and effectivenessportion of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests. Once the Nominating and Corporate Governance Committee has identified prospective nominees, background information is elicited about the candidates, after which they are investigated, interviewed and evaluated by the Committee which then reports to the Board of Directors. - 19 - Table of Contents The Nominating and Corporate Governance Committee operates under a formal charter adopted by the Board of Directors that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by any stockholder. The Nominating and Corporate Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the Company’s Bylaws allow a qualifying stockholder to nominate an individual for election to the Board, which proposal can be brought directly before a meeting of stockholders, as described below. In order for a qualifying stockholder to nominate an individual to the Board, written notice of such stockholder’s intent to make such nomination must beincentive award received by the Secretaryexecutive, the amount of which had been determined in whole or in part upon specific performance targets relating to the restated financial results. In such an event, the Company at the Company’s principal place of business (8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125) not less than 120 days and not more than (i) with respectshall be entitled to an election to be held at an annual meeting of stockholders, 150 days priorrecoup up to the anniversary date ofamount, if any, by which the immediately preceding annual meeting (unless the annual meeting date is advanced by more than thirty days or delayed by more than thirty days, in which case different deadlines apply) and (ii) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than 90 days prior to the special meeting and not later than the later of (a) 60 days prior to such special meeting or (b) the tenth day following the day on which public announcement is first made of the date of the special meeting, provided that in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board madeincentive award actually received by the Company at least 70 days prior toexecutive exceeded the first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary of the Company not later than the tenth day following the day on which such public announcement is first made by the Company. To be a qualifying stockholder, the stockholder must be a stockholder of record at the time the notice was delivered to the Secretary of the Company. Each such notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such personpayment that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A (or successor provisions) under - 20 - Table of Contents the Exchange Act, including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected; (b) as to any other business that the stockholder desires to be brought before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appearwould have been received based on the Company’s books, and of such beneficial owner and (ii) the class and number of shares of Common Stock which are owned beneficially and of recordrestated financial results, as determined by such stockholder and such beneficial owner. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. See “Stockholder Nominations for Board Membership and Other Proposals for 2018 Annual Meeting.” Compensation Committee Interlocks and Insider Participation During fiscal year 2017, Gennaro J. Fulvio, Paul J. Flaherty and Scott J. Goldman served on the Compensation and Stock Option Committee. No memberThe Company’s right of recoupment pursuant to this policy applies to incentive awards received during the Compensation and Stock Option Committee was, during fiscal year 2017, an officer or employee ofthree-year period preceding the date on which the Company or was formerly an officer ofis required to prepare the Company. In addition, no member ofrestatement, based on the Compensation and Stock Option Committee, during fiscal year 2017, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. No executive officer of the Company served on any board of directors or compensation committee of any other company for which anydetermination of the Company’s directors served as an executive officer at any time during fiscal year 2017.independent registered public accounting firm.   Corporate Governance Guidelines The Company has adopted a set of Corporate Governance Guidelines, including specifications for director qualification and responsibility, director access to officers and employees, director compensation, director orientation and continuing education and the annual performance evaluation of the Board of Directors. Copies of the guidelines can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by any stockholder. - 21 - Table of Contents Code of Business Conduct and Ethics   The Company has adopted a Code of Business Conduct and Ethics, which is designed to help officers, directors and employees resolve ethical issues in an increasingly complex business environment. The Code of Business Conduct and Ethics is applicable to all of the Company’s officers, directors and employees, including the Company’s principal executive officer, principal financial officer, principal accounting officer or controller and other persons performing similar functions. The Code of Business Conduct and Ethics covers topics, including but not limited to, conflicts of interest, confidentiality of information and compliance with laws and regulations.   Waivers from Director Responsibilities It is the Codeduty of Business Conduct and Ethics are discouraged. Any waivers from the Code of Business Conduct and Ethics that relate to the Company’s directors and executive officers must be approved by the Board of Directors to serve as prudent fiduciaries for stockholders and to oversee the management of the Company’s business. Accordingly, the Corporate Governance Guidelines include specifications for director qualification and responsibility, attendance, access to officers and employees, compensation, orientation, continuing education and self-evaluation. The Company’s policy is that all members of the Board of Directors attend annual meetings of stockholders, except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance with the Chairman of the Board. Because of travel restrictions and safety concerns related to the COVID-19 pandemic, the Chairman excused all non-management members of the Board of Directors from attending the 2020 annual meeting of stockholders in person. Where to Find Our Key Governance Policies: The Corporate Governance Guidelines and Code of Business Conduct and Ethics can be obtained free of charge from the Company’s website at www.muellerindustries.com, or may be requested in print by any stockholder. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     17 Back to Contents — COMMUNICATION WITH THE BOARD OF DIRECTORS Any stockholder or interested party who wishes to communicate with the Board of Directors, or specific individual directors, including the non-management directors as a group, may do so by directing a written request addressed to such directors or director in care of the Chairman of the Nominating and Corporate Governance Committee, Mueller Industries, Inc., 150 Schilling Boulevard, Suite 100, Collierville, Tennessee 38017. Communication(s) directed to the Chairman will be posted onrelayed to him, except to the Company’s website at www.muellerindustries.com. Copiesextent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the Codeindependent directors. Communications directed to non-management directors will be relayed to the intended director except to the extent that doing so would be contrary to the instructions of Business Conduct and Ethics canthe non-management directors. Any communication so withheld will nevertheless be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print bymade available to any stockholder. non-management director who wishes to review it.   Policies and Procedures for Approval of Related Party Transactions — RELATED PARTY TRANSACTIONS   Related party transactions may present potential or actual conflicts of interest, and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its stockholders. Management carefully reviews all proposed related party transactions (if any), other than routine banking transactions, to determine if the transaction is on terms comparable to termsthose that could be obtained in an arms-length transaction with an unrelated third party. Management reports to the Audit Committee, and then to the Board of Directors on all proposed material related party transactions. Upon the presentation of a proposed related party transaction to the Audit Committee or the Board of Directors, the related party is excused from participation in discussion and voting on the matter. - 22 - — ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RISK MANAGEMENT AND SUSTAINABILITY Table of Contents Directors’ Attendance at Annual Meetings of Stockholders   It isThe Company assesses and manages environmental, social and governance (“ESG”) considerations that may be material to the policylong-term sustainability of our business. In February 2021, the Nominating and Corporate Governance Committee’s charter was formally amended to include the management of ESG risk within the Committee’s jurisdiction. In that spirit, the Nominating and Corporate Governance Committee shall be responsible for reviewing and discussing with management the Company’s Boardimplementation of Directorsprocedures for identifying, assessing, monitoring, managing and reporting on the ESG and sustainability risks and opportunities related to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance with the Chairman of the Board. With the exception of Mr. Gladstein, who was excused by the Chairman, all members of the Board of Directors attended the Company’s 2017 Annual Meetingbusiness. Among other matters, we focus on such issues as workplace health and safety, environmental stewardship, business ethics and compliance, supply chain management and the development of Stockholders. Communication withhuman capital. We also focus outwardly on the Board of Directors Any stockholder or interested party who wishescommunities in which we operate, including through a foundation that makes charitable contributions to communicate withvarious causes and organizations. ESG-related risks and opportunities are integral to our strategic decision-making. Such matters are addressed by senior management and subject to the Board of Directors, or specific individual directors, including the non-management directors as a group, may do so by directing a written request addressed to such directors or director in care of the Chairmanoversight of the Nominating and Corporate Governance Committee Mueller Industries, Inc., 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. Communication(s) directed to membersand the full Board of Directors. The Company is also prioritizing the enhanced reporting and disclosure of the Board who are not non-management directors will be relayedESG-related risks and opportunities relating to its business and associated metrics, and has published its first sustainability report, which is available on the intended Board member(s) except to the extent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the independent directors. Communications directed to non-management directors will be relayed to the intended Board member(s) except to the extent that doing so would be contrary to the instructions of the non-management directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review it.Company’s website.   MUELLER INDUSTRIESCOMPENSATION DISCUSSION AND ANALYSIS  •   2021 PROXY STATEMENT     Executive Summary18 This Compensation Discussion and Analysis provides an overview of how our named executive officers were compensated in 2017, as well as how this compensation furthers our established compensation philosophy and objectives. We believe in a pay for performance philosophy, such that a material portion of a named executive officer’s compensation is dependent upon both the short-term and long-term strategic and financial performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions. For 2017, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets based on the Company’s - 23 - Back to Contents Table of Contents achievement of a certain level of operating income. For the long-term component of compensation, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied to our stock performance. Moreover, as we did for the first time for awards granted in 2016, we included a performance criterion for vesting of a portion of the long term equity awards granted in 2017 to our named executive officers (other than Mr. Millerchip). This feature is aimed at ensuring that any vesting of such grants is conditioned upon the Company’s achievement of specified growth targets in either total stockholder return or diluted earnings per share. 2020 DIRECTOR COMPENSATION   Further, as explained in more detail below, our Compensation and Stock Option Committee engaged Willis Towers Watson during 2017 to provide advice in designing and negotiating a new employment agreement for our Chief Executive Officer that would eliminate the “single-trigger” severance feature that certain of our stockholders identified as a cause of concern. These negotiations were ultimately successful and resulted in our entry into a new employment agreement with our Chief Executive Officer on March 15, 2018 that, among other things, eliminated the single-trigger severance entitlement that existed under this prior agreement upon the occurrence of a change in control of the Company. The new employment agreement is described in more detail below. Compensation Policies and Objectives In light of our pay for performance philosophy, we have designed our compensation programs for our executive officers to (i) reward our executive officers for the achievement of certain strategic and financial goals, (ii) align the long-term financial interests of our executive officers with those of our stockholders, (iii) encourage our executive officers to continue their service with the Company, and (iv) provide a means to attract additional talented executive officers when necessary. 2017 Say-on-Pay Vote; Stockholder Outreach; 2017 Say-on-Pay Frequency Vote At our 2017 Annual Meeting, we held our sixth annual non-binding stockholder advisory vote on executive compensation. Approximately 63% of our shares voted (excluding abstentions and broker non-votes) were in favor of the compensation of our named executive officers as disclosed in the proxy statement for the 2017 Annual Meeting. Following the 2017 Annual Meeting, we reached out to certain of our stockholders to better understand any concerns they had with our existing compensation practices. The most common concern that was expressed to us during - 24 - — ELEMENTS OF DIRECTOR COMPENSATION Table of Contents this outreach was about the “single-trigger” severance entitlement in our Chief Executive Officer’s employment agreement and a belief by certain stockholders that this feature did not fully align the interests of management with the interests of our stockholders. We recognize and appreciate the fundamental interest that our stockholders have in the compensation of our executive officers and, to address these concerns, we eliminated the “single-trigger” severance feature in the new employment agreement with our Chief Executive Officer, as discussed further under the heading “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table—Employment Agreement with Mr. Christopher.”   Our Compensation and Stock Option Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions. In accordance with the advisory vote on the frequency of the stockholder advisory vote on executive compensation submitted to stockholders at the Company’s annual meeting of stockholders held in May 2017, the Company will continue to hold a stockholder advisory vote on executive compensation every year until the next required advisory vote on the frequency of such votes which, in accordance with applicable law, will occur no later than the Company’s annual meeting of stockholders in 2023. Determination of Compensation For 2017,non-employee director compensation for our Chief Executive Officer2020 was determined by our Compensationawarded in a combination of cash and Stock Option Committee. For 2017, compensation decisions for our other named executive officers were made by our Compensation and Stock Option Committee after consideration of the recommendations of our Chief Executive Officer. Our Compensation and Stock Option Committee meets at least three times per year to determine all elements of our named executive officers’ compensation, including base salary, annual incentive compensation, and long-term equity, awards. Each element of compensation plays an important role in our compensation program, and we make compensation decisions regarding each element in the context of its effect on total compensation. In determining the levels of compensation, we generally do not rely on formulaic guidelines but rather maintain a flexible compensation program that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to attain certain strategic and financial - 25 - Table of Contents goals and control cost. This requires that we consider subjective factors including (i) an executive officer’s performance against corporate objectives in recent years, (ii) the value of the executive officer’s skills and capabilities in supporting the long-term performance of the Company, (iii) performance of each executive officer’s specific management responsibilities, (iv) each executive officer’s contribution as a member of the executive management team, and (v) whether each executive officer’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. As such, we make reasoned subjective determinations about compensation levels. In making compensation decisions, our Compensation and Stock Option Committee relies on the members’ general knowledge of our industry, supplemented by advice from our Chief Executive Officer based on his knowledge of our industry in markets in which we participate. From time to time, we conduct informal analyses of compensation practices and our Compensation and Stock Option Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices. In 2017, Mr. Christopher’s compensation was determined based on his management of the day-to-day activities of the Company and its subsidiaries. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.” In 2017, Mr. Martin’s compensation was determined based on his day-to-day management of corporate accounting, finance, credit, tax, and investor relations. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.” In 2017, Mr. Millerchip’s compensation was determined based on his management of the Company’s European operations. His incentive compensation was determined by the Company meeting certain adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.” In 2017, Mr. Moss’s compensation was determined based on his management of our Trading products business. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.” - 26 - Table of Contents In 2017, Mr. Sigloch’s compensation was determined based on his strategic leadership of the Company’s manufacturing activities, particularly its core brass rod and copper tube manufacturing. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.” Elements of Compensation Our compensation program for our named executive officers is composed of six elements: (i) base salary, (ii) traditional benefits, (iii) annual incentive compensation, (iv) long-term equity incentive compensation, (v) perquisites, and (vi) post-employment and change-in-control compensation. Each element of compensation plays an important part in our overall compensation policies and objectives. Base Salary and Traditional Benefits We provide base salary and traditional benefits such as group health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan, as a means of providing 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. Salaries paid to our named executive officers are set forth in the Summary Compensation Table for 2017. Base salary adjustments are determined by making reasoned subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications, experience, responsibilities, and past performance. For 2017, Messrs. Moss and Sigloch’s, and base salaries were increased by 2.0% and 3.0% respectively effective April 3, 2017. Mr. Millerchip’s base salary was increased by 2.5% effective April 15, 2017. Annual Incentive Compensation Each of our named executive officers received annual incentive compensation in 2017, based upon the Company’s actual performance for 2017 relative to the performance targets (as described below) established by the Compensation and Stock Option Committee on February 17, 2017. The Compensation Committee’s intent was for the incentive compensation payable to Messrs. Christopher, Moss, and Sigloch to constitute qualifying performance-based compensation under Section 162(m) of the Internal Revenue Code, with their awards being made under the Company’s 2014 Incentive Plan. - 27 - Table of Contents For 2017, the amount of incentive compensation payable to each of our named executive officers was determined by multiplying (i) the named executive officer’s actual base salary paid during 2017, (ii) the named executive officer’s incentive grade level factor (125% for Mr. Christopher; 90% for each of Messrs. Martin, Moss and Sigloch; and 75% for Mr. Millerchip), and (iii) the named executive officer’s performance factor. The performance factor applicable to each of the named executive officers was determined based on the achievement level of the consolidated Company adjusted operating income target, as shown in the following table:below.*                     2017   2017     Performance   Performance           Achievement   Performance Name   Criteria(1)   Target   Weighting   Performance   Level   Factor Gregory L. Christopher   Consolidated Company Adjusted Operating Income   $168.0 million   100%   $153.1 million   91%   70%(2)                         Jeffrey A. Martin   Consolidated Company Adjusted Operating Income   $168.0 million   100%   $153.1 million   91%   70%(2)                         Nicholas W. Moss   Consolidated Company Adjusted Operating Income   $168.0 million   50%   $153.1 million   91%   70%(2)                             Trading Group Adjusted Operating Income   $25.0 million   17.5%(3)   $16.2 million   64%   37%(3)                             Brass Value Added Adjusted Operating Income   $10.8 million   25%   $8.7 million   80%   40%(2)                         Steffen Sigloch   Consolidated Company Adjusted Operating Income   $168.0 million   50%   $153.1 million   91%   70%(2)                             Streamline Adjusted Operating Income   $78.0 million   50%   $53.3 million   68%   54%(4)                         Mark Millerchip   Mueller Europe Adjusted Operating Income   £8.5 million   100%   £11.9 million   140%   150%(2) - 28 - Table of Contents   (1)Annual fee for the Lead Independent Director. Adjustments to operating incomeFor serving as presented inLead 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 Company’s audited financial statements for purposes of defining the performance criteria included: (i) certain standard adjustments made annually, including eliminations for health care claims, expenses associated with phantom shares granted to personnel in our European businesses, and FIFO variances; (ii) certain adjustments made when applicable, including impairment charges, gain on the sale of assets, purchase accounting adjustments and certain inventory related adjustments; and (iii) certain other adjustments, including expenses associated with the modernization and relocation of manufacturing equipment.Audit Committee Chair   •  $6,000 each for the chairs of the Compensation and Stock Option and Nominating and Corporate Governance Committees (2)Annual equity award To ensure an alignment between pay and performance, incentive compensation amounts would not, except as otherwise explained herein, have been paid•  All non-employee directors received a grant of options to the named executive officers in any case where the achievement levelpurchase 4,000 shares of the operating income performance target applicable to the incentive compensation amount was less than 80%. Listed below are, for Messrs. Christopher, Martin, Moss and Sigloch, the corresponding performance factors for various levels of achievement above the threshold of 80% of the operating income performance target. Based upon his grade level factor, Mr. Millerchip’s maximum payout percentage was 150%. Performance to Target   Payout Percentage   Performance to Target   Payout Percentage   < 80%       0 %     117 %     160 %   80-84%       40 %     118 %     165 %   85-89%       55 %     119 %     170 %   90-94%       70 %     120 %     175 %   95-99%       85 %     121 %     180 %   100-104%       100 %     122 %     185 %   105-109%       115 %     123 %     190 %   110-114%       130 %     124 %     195 %   115%     150 %     125 %     200 %   116%       155 %     > 125 %     200 % (3) For the portion of Mr. Moss’s annual incentive compensation that was based upon the Trading Group’s performance, B&K LLC & Mexico was the applicable business line. In addition to the adjusted operating income target described above, 7.5% of Mr. Moss’s Trading Group-based annual incentive compensation was determined based on 124% achievement of a sales volume target growth over 2016 sales volumes for the B&K LLC & Mexico business line. (4) For the portion of Mr. Sigloch’s annual incentive compensation that was based upon Streamline performance, Copper Tube, Copper Fittings, Linesets and Plastics were the applicable business lines. Mr. Sigloch’s 2017 performance factor for this portion of his annual incentive compensation was determined by averaging the performance factors for each of the four aforementioned business lines, with equal weight given to each. - 29 - Table of Contents As a result of 2017 performance, the annual incentive payments for the named executive officers, which are set forth in the Summary Compensation Table for 2017, equal the following percentages of each named executive officer’s actual base salary paid during 2017: 87.5% for Mr. Christopher (125% grade level factor times a 70% performance factor); 63% for Mr. Martin (90% grade level factor times a 70% performance factor); 48.8% for Mr. Moss (90% grade level factor times performance factors of 70%, 37% and 40% weighted on a 50%-25%-25% basis respectively); 55.8% for Mr. Sigloch (90% grade level factor times performance factors of 70% and 54% weighted on a 50%-50% basis respectively); and 113% for Mr. Millerchip (75% grade level factor times a 150% performance factor). Long-Term Equity-Based Incentive Program Our long-term equity-based incentive compensation rewards our named executive officers for achievement of our long-term financial success as measured by our stock price. As such, it aligns the financial interests of our named executive officers with our stockholders and rewards our named executive officers for increased stockholder value. Historically, we have granted restricted stock to our named executive officers, as discussed below. Generally, our equity incentive awards have been granted subject to three- or five-year vesting schedules, which we believe rewards outstanding service by our named executive officers and provides us with an effective mechanism to incentivize our named executive officers to achieve long-term financial success for the Company, to provide a strong retention incentive, and to align the interests of our named executive officers with the long-term interest of our stockholders. Moreover, since 2016, we have added a performance criterion for vesting of a portion of the long term equity awards granted to Messrs. Christopher, Martin, Moss and Sigloch. The introduction of this feature was aimed at ensuring that any vesting of such grants is conditioned upon the Company’s achievement of specified growth targets in either total stockholder return or diluted earnings per share over the reference period, which for the 2017 grants, was December 31, 2016 to the last day of the 2022 fiscal year. For this purpose, total stockholder return will be determined by dividing (i) an amount equal to the 30-day trailing average closing price of a share of stock as of the applicable reference date, minus $39.91 (the 30-day trailing average closing price of a share of stock as of December 31, 2016), plus theour common stock, $.01 par value of any dividends and distributions paid during the reference period, by (ii) $39.91, and multiplying such amount by 100. - 30 - Table of Contents Long-term equity incentive awards to our named executive officers, other than our Chief Executive Officer, (and in the case of Mr. Millerchip due to his residency in the United Kingdom, stock appreciation rights, which are treated as phantom shares for purposes of this Proxy Statement) are typically granted annually by our Compensation and Stock Option Committee based on the recommendations of our Chief Executive Officer. Long-term equity incentive awards to our Chief Executive Officer are granted annually based on the determinations of our Compensation and Stock Option Committee. In recent years, it has been the Company’s practice to issue long-term equity incentive awards to certain executives and other employees in late July following release of the Company’s second quarter and six-month operating results. In 2017, consistent with our historical practices, the named executive officers received annual grants in July 2017. The Compensation and Stock Option Committee has concluded that restricted stock awards (i) encourage key personnel to focus on sustainable long-term performance, (ii) strengthen the relationship between compensation and growth in the market price of the Company’s common stock and thereby align management’s financial interests with those of the stockholders and (iii) help attract and retain talented management personnel. In determining which named executive officers should receive restricted stock awards during 2017, and the size of these awards, our Compensation and Stock Option Committee made reasoned subjective determinations based upon the performance of the named executive officers, the importance of retaining their services, and their role in helping us work toward our long-term goals. There was no set formula for the granting of annual restricted stock awards to individual named executive officers or phantom shares to Mr. Millerchip. In 2017, we granted shares of restricted stock to Messrs. Christopher, Martin, Moss and Sigloch covering an aggregate of 135,000 shares. In lieu of restricted stock, Mr. Millerchip received 12,000 phantom shares, which represent the right to receive a lump sum cash payment, as soon as administratively practicable following July 31, 2022, in an amount equal to (i) the product of (x) 12,000 and (y) the average of the highest and lowest trading prices for one share of the Company’s common stock on July 31, 2022 (or, if July 31, 2022 is not a trading day, the trading day immediately preceding July 31, 2022) as reported on the principal national securities exchange on which the common stock is listed and traded on such date, plus (ii) the cash equivalent of any dividends paid in respect of 12,000 shares of common stock during the period commencing on August 1, 2017 and ending on July 31, 2022. - 31 - Table of Contents To foster retention, the 2017 equity-based awards generally vest over a five year period, subject to accelerated vesting on certain involuntary terminations and upon a change in control (as explained in more detail in the Grant of Plan Based Awards table below). The Compensation and Stock Option Committee elected to use a long-term vesting schedule, and introduced a performance based criterion for vesting with respect to certain of the awards granted to the named executive officers in 2017 to promote retention and to incentivize performance. Further, because total shareholder return and diluted earnings per share are metrics generally associated with stockholder value and long-term growth, the Compensation and Stock Option Committee determined to use those metrics as the underlying criteria for vesting of the performance-based long-term incentive awards. In addition, given the importance of long-term equity incentive awards in our compensation program, the Compensation and Stock Option Committee determined to provide for accelerated vesting to compensate our executive officers for their contributions to the Company and to provide them with assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control or in connection with certain involuntary terminations of employment. Perquisites We offer certain perquisites to our named executive officers, which we view as an added element of our executive compensation program designed to attract, retain and reward our named executive officers. The perquisites we provided in fiscal year 2017 were as follows: estate and tax planning, certain club memberships, Company incentive trips, personal use of our Company airplane, and reimbursement of the income tax liabilities associated with certain perquisites. Estate and tax planning is provided to certain named executive officers to complement our various compensation elements for the purpose of ensuring the named executive officers understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We provide certain club memberships in part to facilitate networking with and entertainment of our business clients. Because of the nature of such memberships, our named executive officers gain some personal benefits. We offer Company incentive trips to reward top achievers in our organization. We maintain a Company-owned airplane primarily to provide efficient transportation to certain employees and customers for business travel. From time to time, when our plane is not being used for business purposes, we allow certain named executive officers to use the plane for personal travel. - 32 - Table of Contents 2018 Compensation Decisions As noted above, the Compensation and Stock Option Committee retained Willis Towers in November 2017 to review and advise regarding various provisions of the employment agreement between the Company and Mr. Christopher. The engagement of the independent advisory services of Willis Towers was made at the direction of the Compensation and Stock Option Committee in partial response to the results of the 2017 stockholder advisory vote on the compensation of the Company’s named executive officers. The Compensation and Stock Option Committee did not utilize Willis Towers’ services to benchmark executive compensation (or any component thereof) against any particular peer group. On March 15, 2018, in response to the feedback we have received from our stockholders, we entered into an indefinite term employment agreement (the “New Employment Agreement”) with Mr. Christopher, pursuant to which he will continue to serve as the Company’s Chief Executive Officer, reporting directly to the Board. The New Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminates the “single-trigger” severance to which Mr.  Christopher would have been entitled upon the occurrence of a change in control of the Company under the existing employment agreement. In consideration for the payments and benefits provided under the New Employment Agreement, Mr.  Christopher agreed to be subject to certain restrictive covenants during the term of his employment and thereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr.  Christopher is prohibited from contacting any customer or prospective customer of the Company, or any representative of the same, for the purpose of providing any service or product competitive with any service or product sold or provided by the Company. - 33 - Table of Contents Tax Considerations Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to certain executive officers, subject historically to an exception for qualifying “performance-based compensation.” In 2017, we attempted to structure our annual cash incentive compensation payable to our named executive officers who were subject to Section 162(m) of the Code to fit within the qualifying performance-based compensation exception, but certain of our other compensation was not designed to fit within this exception. The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) of the Code and, among other things, eliminated the performance-based exception to the $1,000,000 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to certain executive officers in excess of $1,000,000 million will generally be nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the executive officers subject to Section 162(m) of the Code (the “Covered Employees”) will include any individual who served as the Chief Executive Officer and Chief Financial Officer at any time during the taxable year and the three other most highly compensated officers (other than the Chief Executive Officer and Chief Financial Officer) for the taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment. The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) of the Code described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing contracts and awards, we may avail ourselves of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition rule. Moreover, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the company, we do not limit our actions with respect to executive compensation to preserve deductibility under Section 162(m) of the Code if we determine that doing so is in the best interests of the Company and its stockholders. - 34 - Table of Contents Compensation Risk Management In establishing compensation programs for the Company’s executive officers and non-executive employees, the Compensation and Stock Option Committee and senior management of the Company, respectively, consider the potential effect(s) of such programs on the Company, as well as whether such programs create appropriate incentives. The only component of employee compensation that might pose a risk of having an adverse effect is annual cash incentive compensation, which is intended to incentivize our employees to achieve short-term financial performance objectives, and ties a portion of an employee’s compensation to the achievement of such objectives. While annual cash incentive compensation encourages risk taking on the part of the Company’s employees in their efforts to achieve these objectives, the Company believes that the risk is well managed and the level of risk is acceptable. Moreover, certain senior management members have a substantial portion of their compensation in the form of equity-based awards that are long-term in nature, including equity awards that are subject to achievement of long-term financial performance objectives. We believe this counter balances any motivation to unduly favor excessive short-term risk taking. We also believe that the applicable performance objectives create appropriate incentives for our employees from year-to-year. Risk is further reduced by the fact that annual cash incentives are awarded on a discretionary basis; any known excessive risk taking could result in a reduction or elimination of the annual payment. Furthermore, our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes-Oxley Act of 2002. For these reasons we believe that our compensation policies and practices are not likely to have a material adverse effect on the Company. - 35 - Table of Contents SUMMARY COMPENSATION TABLE FOR 2017 The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2017, 2016 and 2015 fiscal years, as applicable. 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     2017       1,100,000       —       2,105,280       962,500       445,812 (2)       4,613,592       2016       1,100,000       —       2,388,400       1,168,750       157,275         4,814,425       2015       934,615       —       2,074,880       1,138,269       170,646         4,318,410                                                               Jeffrey A. Martin Chief Financial Officer & Treasurer     2017       335,000       —       526,320       211,050       58,519 (3)       1,130,889       2016       310,962       —       614,160       237,886       15,155         1,178,163       2015       297,481       —       518,720       267,733       35,060         1,118,994                                                               Nicholas W. Moss President – B&K LLC     2017       378,967       —       774,000       185,031       154,518 (4)       1,492,516       2016       368,719       50,000       921,240       282,070       25,260         1,647,289       2015       369,404       50,000       810,500       315,175       31,968         1,577,047                                                               Steffen Sigloch Chief Manufacturing Officer     2017       321,906       —       774,000       179,623       114,222 (5)       1,389,751       2016       310,961       —       921,240       237,886       40,376         1,510,463       2015       311,538       50,000       810,500       266,365       15,970         1,454,373                                                               Mark Millerchip Executive Director, Mueller Europe(6)(7)     2017       207,595               383,982       233,545       100,547 (8)       925,669                                                             (1) This column represents the aggregate grant date fair value of awards (and in the case of Mr. Millerchip, phantom shares) granted to our named executive officers in 2017, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 16 - 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, 2017. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the named executive officers. (2) Mr. Christopher’s other compensation includes $352,825 in restricted stock dividends, including payment of the Special Dividend, a $23,128 reimbursement of the income tax liabilities associated with certain perquisites, $23,011 in club memberships and personal tax and estate planning, a $10,800 matching contribution to the Company’s 401(k) Plan, and $3,545 in Company incentive trips (which includes travel, lodging, food and entertainment costs). In addition, Mr. Christopher’s other compensation includes the incremental cost of $32,503 incurred by the Company to operate the Company’s aircraft in connection with Mr. Christopher’s personal use of the aircraft, calculated based on the cost of fuel, crew travel, - 36 - Table of Contents 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. (3) Mr. Martin’s other compensation includes $35,138 in restricted stock dividends, including payment of the Special Dividend, a $10,800 matching contribution to the Company’s 401(k) Plan, $5,651 in club memberships and personal tax and estate planning, $4,023 in Company incentive trips, and a $2,907 reimbursement of the income tax liabilities associated with certain perquisites. (4) Mr. Moss’s other compensation includes $116,755 in restricted stock dividends, including payment of the Special Dividend, a $10,800 matching contribution to the Company’s 401(k) Plan, $8,500 in personal tax and estate planning, $9,346 in Company incentive trips, and a $9,117 reimbursement of the income tax liabilities associated with certain perquisites. (5) Mr. Sigloch’s other compensation includes $96,790 in restricted stock dividends, including payment of the Special Dividend, a $10,800 matching contribution to the Company’s 401(k) Plan, $525 in personal tax and estate planning, $3,545 in Company incentive trips, and a $2,562 reimbursement of the income tax liabilities associated with certain perquisites. (6) Mr. Millerchip did not serve as a named executive officer in 2015 or 2016. Accordingly, only his compensation for 2017 is reported in the above table. (7) Mr. Millerchip’s salary, non-equity incentive plan compensation and other compensation were paid in Great British Pounds. Amounts reported on the Summary Compensation Table for 2017 have been converted to U.S. dollars by applying a currency exchange rate of 1.35, the exchange rate in effect as of December 30, 2017. (8) Mr. Millerchip’s other compensation includes $82,976 in dividends associated with phantom shares, $14,904 for personal automobile usage, and $2,666 in private health insurance payments. Pay Ratio In 2017, the total compensation of Mr.  Christopher, our Chief Executive Officer, was $4,613,592, as reported in the “Summary Compensation Table for 2017.” Based on the methodology described below, we determined that the median employee in terms of total 2017 compensation of all of our employees (other than Mr.  Christopher) received an estimated $38,347 in total compensation for 2017. Therefore, the estimated ratio of 2017 total compensation of Mr. Christopher to the median employee was 120.3:1. - 37 - Table of Contents In general, we offer employees base salary, company retirement plan contributions, the opportunity to receive incentive awards for performance, and other benefits. In accordance with SEC rules, the median employee compensation provided above reflects company retirement plan contributions, incentive awards for 2017 performance and other benefits, but does not reflect benefits relating to group life or health plans generally available to all salaried employees. To determine median employee compensation, we took the following steps: We identified our employee population as of December 31, 2017, which consisted of approximately 4,100 employees. For each employee (other than Mr.  Christopher), we determined the sum of his or her base salary for 2017, and incentive awards for 2017. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2017 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 2017 total compensation ($38,347) using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table. - 38 - Table of Contents 2017 GRANTS OF PLAN BASED AWARDS TABLE The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December 30, 2017.         Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of Shares of Stock or   Grant Date Fair Value of Stock Name   Grant Date   Threshold ($)   Target ($)   Maximum ($)   Threshold (#)   Target (#)   Maximum (#)   Units (#)(3)   Awards ($) Gregory L. Christopher   —   550,000   1,375,000   2,750,000   —   —   —   —     —     7/27/2017   —   —   —   —   8,000   —   60,000 (3)   2,105,280 Jeffrey A. Martin   —   120,600   301,500   603,000   —   —   —   —     —     7/27/2017   —   —   —   —   7,000   —   10,000 (3)   526,320 Nicholas W. Moss   —   136,428   341,070   682,141   —   —   —   —     —     7/27/2017   —   —   —   —   4,000   —   21,000 (3)   774,000 Steffen Sigloch   —   115,886   289,715   579,430   —   —   —   —     —     7/27/2017   —   —   —   —   10,000   —   15,000 (3)   774,000 Mark Millerchip   —   62,278   155,696   233,544   —   —   —   —     —     7/27/2017   —   —   —   —   —   —   12,000 (4)   371,520 (1) Represents annual cash incentive awards that could have been earned based on performance in 2017. These columns show awards that were possible at the threshold, target and maximum levels of performance for each named executive officer in 2017, determined by multiplying each named executive officer’s actual base salary paid during 2017, 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. Millerchip, 150%) for the maximum level (for 125% achievement of the applicable performance criteria). (2) Shares of performance-based restricted stock will vest 100% on February 28, 2023, conditioned upon the Company’s achievement of a 3.5% compounded annual growth rate in total shareholder return or diluted earnings per share over the reference period (December 31, 2016 to the last day of the 2022 fiscal year) and are 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). Amounts reported represent the target (which also represents the threshold and maximum) number of performance-based shares of restricted stock that have the potential to vest pursuant to the foregoing vesting schedule. - 39 - Table of Contents (3) Shares of time-based restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2017), and 40% on the fifth anniversary of the vesting commencement date and are subject to earlier vesting in connection with a change in control, or a termination of employment due to death or disability, or in the case of Mr. Christopher, termination of employment without cause or resignation for good reason. (4) Phantom shares granted to Mr. Millerchip in July 2017 will, on the approximate fifth anniversary of such grant and subject to his continuous employment through such date, entitle Mr. Millerchip to lump sum cash payments in amounts equal to (i) the product of the number of phantom shares rights granted times the average of the highest and lowest trading prices for one share of the Company’s common stock(“Common Stock”) (fully vested as of the vesting date, plus (ii) the cash equivalent of any dividends paid during the relevant period in respect of the number of shares of the Company’s common stock underlying the number of phantom shares granted, subject to earlier vesting upon a change in control or termination of employment due to death, or disability. Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table Employment Agreement with Mr. Christopher On March 15, 2018, we entered into an indefinite term employment agreement (the “New Employment Agreement”) with Mr. Christopher, pursuant to which he will continue to serve as the Company’s Chief Executive Officer, reporting directly to the Board. The New Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminates the “single-trigger” severance to which Mr. Christopher would have been entitled upon the occurrence of a change in control of the Company under the existing employment agreement. The New Employment Agreement provides that Mr. Christopher will receive a base salary of not less than $1,100,000 per year and will be eligible to receive an annual bonus award determined by the Compensation and Stock Option Committee. For each fiscal year, Mr. Christopher’s target annual bonus will be 125% of his base salary upon achievement of target performance levels and he will be eligible for a maximum annual bonus of 250% of base salary when performance equals or exceeds 125% of the applicable performance objectives, with the actual annual bonus payable being based upon the actual level of achievement of annual Company and individual performance objectives for such fiscal year, as determined by the Compensation and Stock Option Committee. In addition, during the term of - 40 - Table of Contents Mr. Christopher’s employment, the Company will maintain a term life insurance policy for Mr. Christopher with a face value of at least $5 million, and Mr. Christopher will have the right to name the beneficiary of such term life insurance policy. In the event that Mr. Christopher’s employment is terminated for any reason (other than by the Company for “cause” (as defined in the New Employment Agreement)), he will, subject to his execution of a general release in favor of the Company and his continued compliance with certain restrictive covenants (the “Conditions”), be entitled to receive the following payments and benefits: (i) any accrued but unpaid compensation and benefits; (ii) any unpaid annual bonus with respect to the previously completed fiscal year; (iii) subject to achievement of the applicable performance objectives for the fiscal year in which the termination occurs, payment of a prorated annual bonus for such fiscal year; and (iv) continued medical, dental and hospitalization coverage (or payment in lieu of coverage if coverage is not permitted by applicable law or the terms of the applicable plan) for Mr. Christopher, his spouse and covered dependents until the latest of Mr. Christopher’s 70th birthday, his spouse’s 70th birthday, and the 3rd anniversary of such termination. Additionally, if Mr. Christopher’s employment is terminated by the Company without “cause” or by Mr. Christopher for “good reason” (as defined in the New Employment Agreement), Mr. Christopher will, subject to the Conditions, be entitled to (i) continued payment of his base salary for 36 months; except that if such termination occurs during the 24-months immediately following a “change in control” (as defined in the New Employment Agreement), such amount will be paid in a lump sum on the first regularly scheduled payroll date following the 60th day following such termination; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus, such amount to be paid in equal installments over the 3-year period following such termination at the same time such amounts would otherwise have been paid to Mr. Christopher had no termination occurred; provided that if Mr. Christopher’s termination of employment occurs during the 24-month period following the consummation of a “change in control,” such amount will be paid in a lump sum on the first regularly scheduled payroll date following the 60th day following such termination. The New Employment Agreement does not provide for any “single-trigger” severance payments or benefits. - 41 - Table of Contents The New Employment Agreement does not provide any gross-up or tax assistance on the severance benefits. Instead, the New Employment Agreement contains a “modified cutback” provision, which would act to reduce the benefits payable to Mr. Christopher to the extent necessary so that no “golden parachute excise tax” would be imposed on the benefits paid, but only if doing so would result in Mr. Christopher retaining a larger after-tax amount. In consideration for the payments and benefits provided under the New Employment Agreement, Mr. Christopher agreed to be subject to certain restrictive covenants during the term of his employment and thereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr. Christopher is prohibited from contacting any customer or prospective customer of the Company, or any representative of the same, for the purpose of providing any service or product competitive with any service or product sold or provided by the Company. Change in Control Agreements with Messrs. Martin, Moss, Sigloch and Millerchip On July 26, 2016, the Company entered into change in control agreements with certain key members of the management team, including Messrs. Martin, Moss, Sigloch and Millerchip. Pursuant to those agreements, if, upon or within two years following a “change in control”, the executive’s employment is terminated by the Company without “cause” (other than on account of death or Disability), or by the executive for “good reason”, subject to execution of a general release of claims, the executive shall be entitled to: (i) an amount equal to two times the executive’s base salary (as in effect immediately prior to the change in control or, if greater, the date of such termination); and (ii) an amount equal to two times the average annual bonus paid to the executive (including, for this purpose only, any amounts deferred) in respect of the three calendar years immediately preceding the calendar year in which the change in control occurs (or the three calendar years immediately preceding the calendar year of such termination, if greater). The terms “change in control” and “cause” are defined in the 2014 Incentive Plan and the term “good reason” is defined in each executive’s change in control agreement. The agreements also provide that for two years following termination under the circumstances described above, each of Messrs. Martin, Moss and Sigloch will receive (subject to the executive’s election of COBRA continuation coverage under the Company’s - 42 - Table of Contents group health plan) continued coverage under the Company’s group health plan at the Company’s cost (or at the direction of the Company, reimbursement for COBRA premiums) for two years following such termination. In the case of Mr. Millerchip, he will receive the cost of private health care, based upon costs incurred by the Company in the applicable year of termination, for two years following such termination. 2009 Stock Incentive Plan In 2017, we maintained the 2009 Stock Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2009. Our Compensation and Stock Option Committee administers the 2009 Stock Incentive Plan and is authorized to, among other things, designate participants, grant awards, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2009 Stock Incentive Plan and related award agreements. The 2009 Stock Incentive Plan reserves 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event. 2014 Incentive Plan In 2017, we maintained the 2014 Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2014. Our Compensation and Stock Option Committee administers the 2014 Incentive Plan and is authorized to, among other things, designate participants, grant awards, including cash-based awards that historically were intended to qualify as performance-based compensation for purposes of Section 162(m) of the Internal Revenue Code, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2014 Incentive Plan and related award agreements. The 2014 Incentive Plan reserves 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event. - 43 - Table of Contents OUTSTANDING EQUITY AWARDS AT FISCAL 2017 YEAR-END The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 30, 2017.         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 ($)   Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) Gregory L. Christopher(3)   07/25/2013   —   —   —   —   12,800   453,504   —   —     07/25/2014   —   —   —   —   25,600   907,008   —   —     07/24/2015   —   —   —   —   64,000   2,267,520   —   —     07/28/2016   —   —   —   —   60,000   2,125,800   10,000   354,300     07/27/2017   —   —   —   —   60,000   2,125,800   8,000   283,440 Jeffrey A. Martin   07/30/2009   9,066   —   9.75   07/30/2019   —   —   —   —     07/23/2010   8,800   —   10.01   07/23/2020   —   —   —   —     07/25/2013(4)   —   —   —   —   7,200   255,096   —   —     11/22/2013(5)   —   —   —   —   3,020   106.998   —   —     07/25/2014(6)   —   —   —   —   10,200   361,386   —   —     07/24/2015(8)   —   —   —   —   16,000   566,880   —   —     07/28/2016(9)   —   —   —   —   10,000   354,300   8,000   283,440     07/27/2017(10)   —   —   —   —   10,000   354,300   7,000   248,010 Nicholas W. Moss   07/23/2010   24,445   —   10.01   07/23/2020   —   —   —   —     07/25/2013(4)   —   —   —   —   9,600   340,128   —   —     11/22/2013(5)   —   —   —   —   5,034   178,355   —   —     07/25/2014(7)   —   —   —   —   10,000   354,300   —   —     07/24/2015(8)   —   —   —   —   25,000   885,750   —   —     07/28/2016(9)   —   —   —   —   23,000   814,890   4,000   141,720     07/27/2017(10)   —   —   —   —   21,000   744,030   4,000   141,720 Steffen Sigloch   07/25/2013(4)   —   —   —   —   9,200   325,956   —   —     11/22/2013(5)   —   —   —   —   4,196   148,664   —   —     07/25/2014(6)   —   —   —   —   15,400   545,622   —   —     07/24/2015(8)   —   —   —   —   25,000   885,750   —   —     07/28/2016(9)   —   —   —   —   15,000   531,450   12,000   425,160     07/27/2017(10)   —   —   —   —   15,000   531,450   10,000   354,300 Mark Millerchip   11/22/2013(11)   —   —   —   —   2,350   83,261   —   —     07/24/2015(12)   —   —   —   —   10,000   354,300   —   —     07/31/2016(12)   —   —   —   —   12,000   425,160   —   —     07/27/2017(11)   —   —   —   —   12,000   425,160   —   — - 44 - Table of Contents (1) The options reflected vested and became exercisable at the rate of 20% of the underlying Common Stock per year on each of the first five anniversaries of the grant date and will expire on the tenth anniversary of the grant date. All outstanding options were adjusted in March 2017 due to payment of the Special Dividend. The amount of outstanding options and the exercise prices shown in the above table are post-adjustment. (2) Shares of performance-based restricted stock are 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 July 28, 2016, the vesting date is February 28, 2022 and the reference period is December 26, 2015 to the last day of the 2021 fiscal year. For the performance-based restricted sock granted to these executives on July 27, 2017, the vesting date is February 28, 2023 and the reference period is December 31, 2016 to the last day of the 2022 fiscal year. (3) Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, (ii) 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2015)grant), and 40% on the fifth anniversary of the vesting commencement date, or (iii) 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2016), 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, disability, by us without cause or by Mr. Christopher for good reason. (4) Shareswere granted 2,000 shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, or (ii) 100% on December 31, 2018, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. (5) Shares of restricted stock will vest 100% on December 31, 2018, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. (6) Shares of restricted stock will vest either (i) 20% per year on each of the first five anniversaries of the date of grant, or (ii) 100% on December 31, 2020, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. (7) Shares of restricted stock will vest 20% per year on each of the first five anniversaries of the date of grant, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. - 45 - Table of Contentsstock. (8) Shares of restricted stock will vest either (i) 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2015), and (ii) 40% on the fifth anniversary of the vesting commencement date, or (ii) 100% on December 31, 2021, subject to earlier vesting in connection with a change in control or a termination of employment due to death, or disability. (9) Shares of restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2016), and 40% on the fifth anniversary of the vesting commencement date, and are subject to earlier vesting in connection with a change in control or a termination of employment due to death, or disability. (10) Shares of restricted stock will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30, 2017), and 40% on the fifth anniversary of the vesting commencement date, and subject to earlier vesting in connection with a change in control or a termination of employment due to death, or disability. (11) Phantom shares granted to Mr. Millerchip in November 2013 and July 2017 will, on the approximate fifth anniversary of such grants and subject to his continuous employment through such date, entitle Mr. Millerchip to lump sum cash payments in amounts equal to (i) the product of the number of phantom shares granted times the average of the highest and lowest trading prices for one share of the Company’s common stock as of the vesting date, plus (ii) the cash equivalent of any dividends paid during the relevant period in respect of the number of shares of the Company’s common stock underlying the number of phantom shares granted, subject to earlier vesting upon a change in control or termination of employment due to death, or disability. (12) Phantom shares granted to Mr. Millerchip in July 2015 and July 2016 will, on the approximate third anniversary of such grants and subject to his continuous employment through such date, entitle Mr. Millerchip to lump sum cash payments in amounts equal to (i) the product of the number of phantom shares granted times the average of the highest and lowest trading prices for one share of the Company’s common stock as of the vesting date, plus (ii) the cash equivalent of any dividends paid during the relevant period in respect of the number of shares of the Company’s common stock underlying the number of phantom shares granted, subject to earlier vesting upon a change in control or termination of employment due to death, or disability. - 46 - Table of Contents 2017 OPTION EXERCISES AND STOCK VESTED The following table sets forth the value realized by each of our named executive officers as a result of the exercise of stock options and the vesting of restricted stock during the fiscal year ended December 30, 2017.     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     105,130       2,355,969       38,000       1,179,900   Jeffrey A. Martin     40,800       940,748       3,800       117,990   Nicholas W. Moss     —       —       12,600       391,230   Steffen Sigloch     —       —       10,400       322,920   Mark Millerchip     —       —       9,000 (3)     28,350   (1) The amounts shown in the Value Realized on Exercise column equal the number of options exercised multiplied by the difference between the market value of a share of the Company’s stock at the time of exercise and the stock 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. (3) Amounts shown for Mr. Millerchip in this column refer to phantom shares (as opposed to restricted stock) that vested during the fiscal year ended December 30, 2017.   POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE OF CONTROL AS OF THE END OF 2017 Pursuant to the employment agreement with our Chief Executive Officer, and the equity award and change in control agreements with our other named executive officers, upon a change in control or certain terminations of employment, our named executive officers are entitled to payments of compensation and benefits and/or accelerated vesting of equity awards, in each case as described below. The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) a change in control, (ii) an involuntary termination without cause or a resignation for good reason (specifically, for Messrs. Martin, Moss, Sigloch and Millerchip, the occurrence of such a termination upon or within two years following a change in control), and (iii) a termination by reason of death or disability. The named executive officers are not entitled to any payments in connection with a termination for cause or a resignation without good reason, except that Mr. Christopher, pursuant to his prior employment agreement which - 47 - Table of Contents was in effect as of December 31, 2017 (but is no longer in effect), could have resigned for any reason following a change in control and collected severance, as described below. Pursuant to Mr. Christopher’s old employment agreement (the “Terminated Employment Agreement”) (which was replaced by the New Employment Agreement in March 2018, but was in effect as of December 31, 2017), had Mr. Christopher’s employment been terminated by the Company without cause or by Mr. Christopher for good reason (which included the occurrence of a change in control) on December 31, 2017, Mr. Christopher would have been entitled to receive his then-current base salary as if his employment had continued for the remainder of the 3-year rolling term, a pro-rata bonus for the year of termination, determined based on actual performance, and annual incentive compensation for the remainder of the then-current term equal to the greater of (x) the target bonus for 2017 and (y) the target bonus for 2016. In addition, all outstanding unvested Company stock options then held by Mr. Christopher would have immediately vested and become exercisable and Mr. Christopher would have been eligible to continue to participate in our health plans and programs at his expense until he reached age 65. The amounts shown assume the applicable triggering event occurred on December 30, 2017, and are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event. Name   Triggering Event   Salary & Bonus ($)   Benefits ($)   Accelerated Vesting of Equity Awards ($)   Total ($) Gregory L. Christopher   Termination Without Cause or for Good Reason     5,912,500 (1)     168,287 (3)     9,467,292 (4)     15,548,079       Termination Due to Death or Disability     962,500 (2)     —       10,105,032 (4)     11,067,532       Change in Control     5,912,500 (1)     168,287 (3)     10,105,032 (4)     16,185,819   Jeffrey A. Martin   Termination Without Cause or for Good Reason following a Change in Control     1,147,779 (5)     37,034 (5)     3,036,012 (4)     4,220,825       Termination Due to Death or Disability     —       —       3,036,012 (4)     3,036,012       Change in Control     —       —       3,036,012 (4)     3,036,012   - 48 - Table of Contents Name   Triggering Event   Salary & Bonus ($)   Benefits ($)   Accelerated Vesting of Equity Awards ($)   Total ($) Nicholas W. Moss   Termination Without Cause or for Good Reason following a Change in Control     1,350,140 (5)     50,497 (5)     4,311,335 (4)     5,711,972       Termination Due to Death or Disability     —       —       4,311,335 (4)     4,311,335       Change in Control     —       —       4,311,335 (4)     4,311,335   Steffen Sigloch   Termination Without Cause or for Good Reason following a Change in Control     1,138,149 (5)     37,034 (5)     4,497,941 (4)     5,673,125       Termination Due to Death or Disability     —       —       4,497,941 (4)     4,497,941       Change in Control     —       —       4,497,941 (4)     4,497,941   Mark Millerchip(6)   Termination Without Cause or for Good Reason following a Change in Control     791,404 (5)     63,990       1,511,645 (4)     2,367,039       Termination Due to Death or Disability     —       —       1,511,645 (4)     1,511,941       Change in Control     —       —       1,511,645 (4)     1,511,645   (1) Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 2017 target bonus). Also includes the value of a pro-rata bonus for the year of termination, determined based on actual performance, which is payable upon an involuntary termination without cause or a resignation for good reason, and, in the Company’s discretion, upon a resignation for any reason following a change in control. The pro-rata bonus amount listed represents Mr. Christopher’s 2017 bonus paid pursuant to our 2017 annual incentive program. If Mr. Christopher resigns following a change in control, the amounts will be paid in a lump sum within 30 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 2017 bonus paid pursuant to our 2017 annual incentive program. (3) Includes the value of continued participation in the Company’s benefit plans following termination of employment until age 65, which is payable on an involuntary termination without cause or a resignation for good reason or a resignation for any reason following a change in control. - 49 - Table of Contents (4) Includes the value of accelerated vesting of unvested shares of restricted stock as of December 30, 2017, based on a per share value of $35.43. Unvested shares of restricted stock granted to named executive officers 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, 2017; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 30, 2017; and (iii) the value of continued participation in Company’s group health plan for a period of two years (and, in the case of Mr. Millerchip, the estimated cost of private health care for a period of two years based upon the costs incurred by the Company in 2017). 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, Moss, Sigloch and Millerchip 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) Termination or change in control-related payments to Mr. Millerchip appearing in this table have been converted from Great British Pound to U.S. Dollars by applying a currency exchange rate of 1.35, the exchange rate in effect as of December 30, 2017. Amounts listed in the “Accelerated Vesting of Equity Awards” column for Mr. Millerchip refer to accelerated vesting of phantom shares. - 50 - Table of Contents 2017 DIRECTOR COMPENSATION The table below summarizes the total compensation we paid to our non-employee directors for the fiscal year ended December 30, 2017. Name   Fees Earned or Paid in Cash ($)   Stock Awards ($)(1)   Option Awards ($)(1)   All Other Compensation ($)(2)   Total ($) Paul J. Flaherty     83,000       61,930       33,744       16,800       195,474 Gennaro J. Fulvio     95,000       61,930       33,744       16,800       207,474 Gary S. Gladstein     130,000       61,930       33,744       16,800       242,474 Scott J. Goldman     84,000       61,930       33,744       16,800       196,474 John B. Hansen     76,000       61,930       33,744       16,800       188,474 Terry Hermanson     93,000       61,930       33,744       16,800       205,474 Charles P. Herzog, Jr.     31,000       33,090       15,910       0       80,000 (1) Represents the aggregate grant date fair value of awards granted to our directors in 2017, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 16 - 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, 2017. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. As of December 30, 2017, the aggregate number of shares of our Common Stock subject to outstanding options held by our non-employee directors was as follows: Mr. Flaherty, 33,333 shares, Mr. Fulvio, 33,333 shares, Mr. Gladstein, 33,333 shares, Mr. Goldman, 28,444 shares, Mr. Hansen, 13,778 shares, Mr. Hermanson, 4,000 shares, and Mr. Herzog, 2,000 shares. Mr. Herzog held 1,000 shares of non-vested restricted stock, while all other non-employee directors each held 2,000 shares of non-vested restricted stock. (2) With the exception of Mr. Herzog, who was elected to the Board effective July 31, 2017, totals for each of the listed directors include $6,800 in restricted stock dividends and $10,000 in the Company’s 6% Subordinated Debentures due in 2027 (which were issued in connection with the Company’s March 2017 Special Dividend). During the 2017 fiscal year, each of the non-employee directors received an annual fee of $60,000 in addition to fees of $2,000 per Board meeting. *In his capacity as Chairman of the Board of Directors, Mr. Christopher received neither a retainer nor any meeting fees. - 51 - Table of Contents During the 2017 fiscal year, each director received $1,500 per Audit Committee meeting attended by such director. Also, each director received $1,000 per Compensation and Stock Option, and Nominating and Corporate Governance Committee meeting attended by such director. In addition, each director received reimbursement for such director’s expenses incurred in connection with any such Board or Committee meeting, and each Committee fee was paid whether or not such committee meeting was held in conjunction with a Board of Directors meeting. The Chairman of the Audit Committee received an annual fee of $15,000 while the Chairman of each of the Compensation and Nominating and Corporate Governance Committees received an annual fee of $5,000.   In 2017, withMUELLER INDUSTRIES  •  2021 PROXY STATEMENT     19 Back to Contents — 2020 NON-EMPLOYEE DIRECTOR COMPENSATION The table below summarizes the exception of Mr. Herzog, each non-employee director received a grant of options to purchase 4,000 shares of our Common Stock and was granted 2,000 shares of restricted stock pursuanttotal compensation we paid to our 2009 Stock Incentive Plan. Mr. Herzog received a grant of options to purchase 2,000 shares of our Common Stock and was granted 1,000 shares of restricted stock. The options were fully vested as of their date of grant andnon-employee directors for the restricted stock will vest on May 2, 2018.fiscal year ended December 26, 2020. Name Fees Earned or Paid in Cash ($)   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 (1) Represents the aggregate grant date fair value of awards granted to our directors in 2020, determined under Financial Accounting Standards Board Accounting Standards Codification 718. For information on the valuation assumptions with respect to awards made, refer to Note 17 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 26, 2020. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value that will be recognized by the directors. As of December 26, 2020, the aggregate number of shares of our Common Stock subject to outstanding options held by our non-employee directors was as follows: Ms. Donovan, 10,000 shares, Mr. Fulvio, 35,555 shares, Mr. Gladstein, 45,333 shares, Mr. Goldman, 40,444 shares, Mr. Hansen, 25,778 shares, Mr. Hermanson, 16,000 shares, and Mr. Herzog, 14,000 shares. All non-employee directors each held 2,000 shares of non-vested restricted stock. (2) Other cash compensation included (i) a $10,000 cash award provided to our non-employee directors (with the exception of Mr. Flaherty, who retired from the Board effective May 7, 2020) in recognition of the support they provided amidst the unprecedented challenges posed by the COVID-19 pandemic (which included participation in special conference calls for which they otherwise received no compensation), and (ii) $800 in cash dividends. Included in Mr. Flaherty’s other compensation is $31,800 in fees pursuant to a consulting agreement in which Mr. Flaherty provides services to the Company in the areas of customer and industry relations. The term of the agreement is July 1, 2020 through June 30, 2021, subject to extension upon the mutual agreement of the parties. — STOCK OWNERSHIP POLICY FOR DIRECTORS   TheTo further align the Company’s goal of aligning directors’ economic interests with those of stockholders, the Company has adopted stock ownership guidelines for its non-employee directors recommending that they hold equity interests of the Company (including vested and unvested interests, provided that with respect to options, only vested options that are exercisable within 60 days of the applicable measurement date will be counted) with a value equal to three times the annual cash director fee payable to each such director. The purpose of the stock ownership guidelines is to ensure that directors achieve and maintain a minimum level of stock ownership in order to further the Company’s goal of aligning director economic interests with those of stockholders. All directors are expected to comply with the stock ownership guidelines within five years of being elected to the Board of Directors, and current directors should comply as soon as practicable. Director compliance with the stock ownership guidelines is monitored on an ongoing basis by the Company’s General Counsel. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     20 - 52 - Back to Contents Table of Contents REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PROPOSAL 2 APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   The Audit Committee has reappointed Ernst & Young LLP (“EY”) to audit and certify the Company’s financial statements for the fiscal year ending December 25, 2021, subject to ratification by the Company’s stockholders, which requires the affirmative vote of a majority of the Boardoutstanding shares of Directorsthe Company present in person or by proxy at the Annual Meeting. If the appointment of EY is not so ratified, the Audit Committee will reconsider its action and will appoint auditors for the 2021 fiscal year without further stockholder action. Notwithstanding, the Audit Committee may at any time in the future in its discretion reconsider the appointment without submitting the matter to a vote of stockholders. Representatives of EY are expected to attend the Annual Meeting to answer questions and make a statement if they so choose. Fees for EY’s audit and other services for each of the two fiscal years ended December 26, 2020 and December 28, 2019 are set forth below:     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   The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent auditors. Pre-approval is generally provided for up to one year, and any such pre-approval is detailed as to the particular service or category of services. The Audit Committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent auditors and management are required periodically to report to the full Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. All of the services provided by the independent auditors during fiscal years 2020 and 2019, respectively, under the categories Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above were pre-approved. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR THE APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     21 Back to Contents REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements in the Annual Report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements.   The Audit Committee reviewed with the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such other matters as are required to be discussed with the Audit Committee under Public Company Accounting Oversight Board’s (PCAOB) Auditing Standard No. 1301. In addition, the Audit Committee discussed with the independent auditors the auditors’ independence from management and the Company, including the matters in the written disclosures required by Public Company Accounting Oversight Board’s Rule 3526, and considered the compatibility of non-audit services provided by the independent auditors with the auditor’s independence.   The Audit Committee discussed with the Company’s internal and independent auditors the overall scope and plans for their respective audits. The Audit Committee meets with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.   In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board of Directors has approved) that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 30, 201726, 2020 for filing with the SEC. The Audit Committee and the Board has re-appointed, subject to stockholder approval, Ernst & Young LLP, independent auditors, to audit the consolidated financial statements of the Company for the fiscal year ending December 29, 2018.25, 2021. - 53 - Table of Contents The Audit Committee is governed by a formal charter which can be accessed from the Company’s website at www.muellerindustries.comwww.muellerindustries. com, or may be requested in print by any stockholder. The members of the Audit Committee are considered independent because they satisfy the independence requirements for Board members prescribed by the NYSE listing standards and Rule 10A-3 of the Exchange Act.   Gary S. Gladstein,Gennaro J. Fulvio, Chairman Scott J. Goldman John B. Hansen Terry Hermanson   (1) This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of the Company under the Securities Act or the Exchange Act, whether made before or after the date hereof, and irrespective of any general incorporation language in any such filing.   MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     22 Back to Contents PROPOSAL 3 ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS In accordance with Section 14A of the Exchange Act, stockholders are being asked to vote on an advisory, non-binding basis, on the compensation of the Company’s named executive officers. Specifically, the following resolution will be submitted for a stockholder vote at the Annual Meeting, the approval of which will require 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: “RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers listed in the 2020 Summary Compensation Table included in the proxy statement for the 2021 Annual Meeting, as such compensation is disclosed pursuant to Item 402 of Regulation S-K in this proxy statement under the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.” Although the stockholder vote is not binding on either the Board of Directors or the Company, the views of stockholders on these matters are valued and will be taken into account in addressing future compensation policies and decisions. The Company’s Compensation and Stock Option Committee is comprised of knowledgeable and experienced independent directors, who are committed to regular review and effective oversight of our compensation programs. The Company’s executive compensation program is grounded in a pay for performance philosophy, and accordingly, has been designed to motivate the Company’s key employees to achieve the Company’s strategic and financial goals, and to support the creation of long-term value for stockholders. Moreover, given the particularly competitive markets in which we operate and nature of our business, a principal goal underlying the Company’s long-term incentive compensation program specifically is the long-term retention and motivation of critical executives and business leaders. The Company’s success depends upon their leadership, judgment and experience, and as such, our compensation program is designed to promote their enduring commitment to the Company. We encourage stockholders to read the Executive Compensation section of this proxy statement, including the Compensation Discussion and Analysis (CD&A) and compensation tables, for a more detailed discussion of the Company’s compensation programs and policies, and how they are appropriate and effective in promoting growth, creating value, and retaining key members of our team. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARES FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     23 Back to Contents COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS EXECUTIVE SUMMARY 24 DETERMINATION OF EXECUTIVE COMPENSATION 26 ELEMENTS OF COMPENSATION 27 COMPENSATION RISK MANAGEMENT 32 — REPORTEXECUTIVE SUMMARY This Compensation Discussion and Analysis (“CD&A”) provides an overview of how our named executive officers were compensated in 2020, as well as how this compensation furthers our established compensation philosophy and objectives. Our Named Executive Officers The Company’s NEOs for fiscal year 2020 were:   Our Compensation Philosophy and Guiding Principles We believe in a pay for performance philosophy, such that a material portion of a named executive officer’s compensation is dependent upon both the short-term and long-term strategic and financial performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions. For 2020, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets based on the Company’s achievement of certain levels of operating income. While also rooted in a pay for performance philosophy, our long-term equity incentive compensation focused primarily on promoting the retention of key executives and business leaders in our industry, where the competition for leadership talent is a foremost concern. Accordingly, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied to stock performance, and will only be received by key executives and business leaders who remain with and make long-term commitments to the Company’s success. The Compensation and Stock Option Committee (hereinafter referred to as “the Committee” for purposes of this CD&A section) evaluates, on an annual basis, the overall structure and design of our program, and believes it has and continues to reflect the best balance of the Company’s priorities. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     24 Back to Contents Our Compensation Practices At a Glance Our pay and equity programs are designed to align executives’ interests with those of our stockholders, and to motivate and retain critical leaders. Below is a snapshot of our compensation practices: 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. 2020 Say-on-Pay Vote and Stockholder Engagement At our 2020 Annual Meeting, we held our annual non-binding stockholder advisory vote on executive compensation. Approximately 77% of our shares voted (excluding abstentions and broker non-votes) were in favor of the compensation of our named executive officers as disclosed in the proxy statement for the 2020 Annual Meeting. Last year, in response to stockholder feedback, the Company not only endeavored to more clearly and fully present its compensation program, but also to dramatically revamp the look, format and substance of the 2020 proxy statement. Our goal in doing so was to provide a more useful tool to assist stockholders in evaluating our compensation program, including pay-for-performance alignment and whether it serves the vital strategic goal of attracting and retaining key executives in the competitive markets in which we participate. We were gratified that last year’s stockholder advisory vote on executive compensation reflected an improvement in support, but it was clear that there was more work to do in this regard. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     25 Back to Contents Accordingly, we continued to engage with stockholders regarding the Company’s compensation practices and the philosophies underlying them. Those discussions afforded stockholders the opportunity to raise questions and concerns regarding the executive compensation program as presented in last year’s proxy solicitation. One specific aspect of the compensation program that was a particular focus was our long-term equity incentive program, and how the performance-based criterion underlying those equity awards were chosen to emphasize long-term strategic growth and to serve as a complement to the Company’s ambitious targets underlying its annual cash incentive program in an effort to create a balanced and well-rounded incentive structure. In response to that feedback, the Company implemented two reforms in 2020: (1) The Company revised the performance metric underlying the equity incentive awards given to Mr. Christopher and other key executive officers of the Company. Since the performance-based awards were implemented in 2016, the growth targets underlying such awards were based on 3.5% compounded annual growth rates in either total shareholder return (TSR) or earnings per share (EPS). In response to stockholder feedback regarding the appropriateness of these metrics, the Company reviewed the metrics utilized by industry peers and determined that for a business such as ours, operational based metrics would be a more effective gauge of our executives’ performance and driver of strategic growth. Accordingly, in 2020, the Company shifted to performance metrics based on growth in adjusted earnings before income tax, depreciation and amortization (EBITDA) and average return on invested capital, each as compared with specified targets and weighted on a 50%-50% basis. (For more details on the new performance metrics, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.”) (2) As previously discussed by the Company, for the first time in 2020, the long-term equity incentive awards given to operational business leaders was tied to achievement of the ambitious targets set forth in the Company’s 2024 Strategic Growth Plan (the awards given to these members of the management team previously had no performance component). The Company believes that these revised criteria will serve as an effective motivator for our operational business leaders to drive their respective businesses and contribute toward the Company’s overall long-term strategic growth objectives. The Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions. — DETERMINATION OF THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION Guided by the philosophy and design outlined above, the Committee determines the compensation of our Chief Executive Officer. In turn, our Chief Executive Officer makes recommendations to the Committee regarding all components of our other NEOs’ compensation, including base salary, annual cash incentive compensation, and long-term equity incentive compensation. The Committee considers and acts upon those recommendations in setting the compensation of our other NEOs. In determining compensation, we generally do not rely upon hierarchical or seniority-based levels or guidelines, nor did the Committee formally benchmark executive compensation (or any component thereof) against any particular peer group. Instead, we utilize a more flexible approach that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our broader strategic and financial goals. This requires that we consider subjective factors including, but not limited to the following: • 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. In making compensation decisions, the Committee relies on the members’ general knowledge of our industry, supplemented by advice from our Chief Executive Officer based on his knowledge of our industry and the markets in which we participate. From time to time, we conduct informal analyses of compensation practices and our Compensation and Stock Option Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices. The Committee has chosen incentive operating income targets as the metric to measure performance for each named executive officer. The compensation of Messrs. Christopher, Martin and Miritello is based upon their oversight of and responsibility for the entire Company. Accordingly, their compensation levels are reflective of the scope and breadth of their management responsibility, and the performance of the Company on a consolidated basis. For Messrs. Sigloch and Westermeyer, a portion of their compensation is based upon the performance of specific business lines within their purviews. Notwithstanding the foregoing, a portion of their compensation is still based upon consolidated Company performance to discourage parochialism and align their interests with those of our stockholders. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     26 Back to Contents — ELEMENTS OF COMPENSATION As outlined below, our compensation program for our NEOs is comprised of three primary elements: (i) base salary and traditional benefits, (ii) annual incentive compensation, and (iii) long-term equity incentive compensation. Each element plays an integral role in our overall compensation strategy. Moreover, the Committee has approved certain executive perquisites and post-employment change-in-control compensation to our NEOs for purposes of motivating them and retaining their services. 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   Pay-for-Performance and At-Risk Compensation Base Salary and Traditional Benefits Base salaries paid to our NEOs are set forth in the “Summary Compensation Table for 2020.” Base salary adjustments are determined by making reasoned subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications, experience, responsibilities, and past performance. In addition to base salaries, we provide traditional benefits such as group health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan. Annual Incentive Compensation Each of our NEOs received annual incentive compensation for 2020, based upon the actual performance of the Company and, for Messrs. Sigloch and Westermeyer, the performance of the business lines which they oversee, relative to the performance targets (as described below) established by the Committee on February 5, 2020 (as reviewed and revised on July 31, 2020). The table below shows the target annual incentive award for each of our NEOs. For 2020, the amount of incentive compensation payable to each of our named executive officers was calculated as follows: MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     27 Back to Contents INCENTIVE GRADE LEVEL FACTOR Set forth below are the incentive grade level factors for each of our NEOs: NEO Multiple of Base Salary Mr. Christopher 125% Mr. Martin 90% Mr. Sigloch 90% Mr. Miritello 75% Mr. Westermeyer 75% PERFORMANCE FACTOR Set forth below are the corresponding payout percentages tied to various levels of achievement above or below pre-approved operating income performance targets. To promote alignment between pay and performance, incentive compensation amounts are not paid to NEOs when the achievement level of the operating income performance target is less than 80%. 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% Based on their incentive grade level factors, certain NEOs are entitled to an additional payout percentage of 10% for each additional percentage of achievement between 111% and 115% of the target, thereby resulting in a maximum payout percentage of 200%. For more information, please see the “2020 Grants of Plan Based Awards Table.” The performance factor applicable to each of the NEOs was determined based on the achievement level of the consolidated Company incentive operating income target, as shown in the following table: Name   Incentive Operating Income Performance Criteria(1)   Incentive Operating Income Performance Target   Weighting   Performance   2020 Achievement Level   2020 Performance Factor Gregory L. Christopher   Consolidated Company   $164.9 million   100%   $217.1 million   131%   200% Jeffrey A. Martin   Consolidated Company   $164.9 million   100%   $217.1 million   131%   200% Steffen Sigloch   Consolidated Company   $164.9 million   75%   $217.1 million   131%   200%     Blended Business Lines Weighted Average Performance   $15.9 million   25%   $17.0 million   107%   130% Christopher J. Miritello   Consolidated Company   $164.9 million   100%   $217.1 million   131%   200% Gary Westermeyer   Consolidated Company   $164.9 million   25%   $217.1 million   131%   150%     Blended Business Lines Weighted Average Performance   $17.8 million   75%   $20.1 million   113%   150% (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. The performance targets applicable to our NEOs were established by the Committee on February 5, 2020, before the onset of the COVID-19 pandemic, and reflected a continuation of the execution of our growth strategy over the last several years. However, following the onset of the COVID-19 pandemic, the Company continued to evaluate its financial performance, as well as employees’ contributions across the organization, and measured those against the key objectives of our executive compensation program, including pay for performance, alignment with stockholders’ interests, and motivation and retention of key talent, which includes maintaining a program that is a fair reflection of corporate and individual performance. Thus, in light of these key objectives, which are intended to position the Company for long term profitable growth, and the extraordinary circumstances caused by the COVID-19 pandemic, in July 2020, the Company recommended to the Committee that the incentive operating income targets that were originally established in February be adjusted to keep all employees, including our NEOs, motivated and focused on continuing to work towards advancing the Company’s long-term goals for the remainder of 2020. On that basis, the Committee determined to adjust the consolidated company and business line incentive operating income targets applicable to the NEOs down by 15%, which, in the Committee’s view, were challenging but achievable levels, such that, based on performance expectations at the time of the July adjustment (which, due in large part to the extraordinary circumstances MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     28 Back to Contents caused by COVID-19 pandemic, were trending below 2019 levels) the minimum incentive payout percentage could reasonably be attained. From a financial performance standpoint in 2020, our NEOs and employees contributed to significant improvements in our third and fourth quarter earnings, and we concluded the year with results that were significantly better than our performance expectations at the onset of the COVID-19 pandemic and at the time of the July adjustment. As a result, notwithstanding the adjustment, which the Committee believes served the purpose of effectively motivating the Company’s NEOs and employees to overcome the unique challenges posed by the COVID-19 pandemic, overall incentive payments as a percentage of the Company’s earnings were generally consistent with prior years. 2020 NEO ANNUAL INCENTIVE CALCULATIONS As a result of 2020 performance, the annual incentive payments for the NEOs were calculated as follows: (1) The target award is determined by multiplying the NEO’s base salary by the applicable incentive grade level factor. Long-Term Equity Incentive Compensation Program OVERVIEW Our long-term equity-based incentive compensation program serves three goals: 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. The Committee has made the retention of executives and key employees a particular focus of the long-term equity incentive compensation program in recent years. The Committee has decided that the best way to meet the objectives of our long-term incentive program is to award a combination of time-based restricted stock and performance-based restricted stock, allocated as shown below. To promote our goal of executive and key employee retention, time-based restricted stock awards vest over the course of a five-year period, on one of two vesting schedules: (i) 30% after three years; 30% after four years; and 40% after five years, or (ii) 100% cliff vesting after five years. Performance-based restricted stock is also awarded, and cliff vests after periods of either three or five years, provided performance criteria are met over the applicable performance period. All unvested shares are forfeited if the recipient leaves the Company’s employ prior to the vesting date. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     29 Back to Contents The Committee believes that the extended and cliff vesting schedules, and performance criteria described below will motivate our NEOs and key employees to remain with the Company and make long-term contributions to stockholder value generation. VESTING SCHEDULE FOR TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK To foster retention, the 2020 time-based restricted stock awards vest over the course of a five-year period (i.e., either (i) 30% after three years; 30% after four years; and 40% after five years, or (ii) 100% after five years). For performance-based awards given to certain NEOs in 2020 (i.e., Messrs. Christopher, Martin, Sigloch and Miritello), the performance period is three years, and vesting occurs three years from the grant date. For the performance-based awards given to Mr. Westermeyer and various operational business leaders in 2020, the performance period is the fiscal year ending December 28, 2024, and vesting occurs approximately four and a half years from the grant date. No portion of the equity awards granted to our executives or employees vest in less than three years. The Committee elected to use a long-term vesting schedule to promote executive retention in our competitive industry and to incentivize performance. However, given the importance of long-term equity incentive awards in our compensation program, the Committee provided for accelerated vesting in the event of death, disability or a change in control (as explained in more detail in the “2020 Grant of Plan Based Awards Table”). The Committee believes that accelerated vesting would be appropriate in those circumstances to encourage our executives to focus on the potential benefits of a change in control transaction for our stockholders without harboring concerns for their financial security. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     30 Back to Contents PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK A portion of the long-term equity awards granted to Messrs. Christopher, Martin, Sigloch and Miritello are performance-based, and vesting is contingent upon the Company’s performance on two metrics: (i) adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), and (ii) average return on invested capital (ROIC). As discussed above in the section entitled “2020 Say-on-Pay Vote and Stockholder Engagement,” the Company adopted these operational metrics in response to stockholder outreach regarding the appropriateness of the metrics historically used by the Company. Using these two metrics ensures that performance-based awards to these NEOs will only vest based upon the achievement of specified growth targets over a three-year performance period, which for the 2020 grants, was December 29, 2019 to December 31, 2022. For this purpose, the adjusted EBITDA metric means the average adjusted EBITDA achieved by the Company during each of the three fiscal years during the performance period, as compared with an adjusted EBITDA target of $204.0 million. The average ROIC metric means the average ROIC achieved by the Company during each of the three fiscal years during the performance period, as compared with an average ROIC target of 11.0%. For purposes of the average ROIC metric, ROIC means, in respect of a given fiscal year, the quotient obtained by dividing the Company’s after-tax operating income for such fiscal year by average invested capital in respect of such fiscal year (with invested capital being the average of beginning and ending long-term debt and equity in respect of such fiscal year). The degree to which the performance-based equity awards granted to Messrs. Christopher, Martin, Sigloch and Miritello vest is contingent upon the Company’s actual performance as compared with the adjusted EBITDA and average ROIC targets, each weighted on a 50%-50% basis. The tables below illustrate the applicable achievement levels and corresponding vesting percentages for each metric. In both tables, the vesting percentages reflect the 50%-50% weighting of the two metrics. As for each metric, if the achievement percentage is less than 80%, the vesting percentage is 0%. Moreover, if the achievement percentage is between the specified levels, the vesting percentage is determined by linear interpolation. ADJUSTED EBITDA METRIC       Achievement Percentage Vesting Percentage 80% 25% 110% 100%   AVERAGE ROIC METRIC       Achievement Percentage Vesting Percentage 80% 25% 110% 100% For the performance-based equity awards granted to Mr. Westermeyer in 2020, the performance metric is the actual combined operating income of various businesses overseen by Mr. Westermeyer, as compared to a combined operating income target of $35.0 million during the fiscal year ending December 28, 2024. This performance period aligns with the final fiscal year MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     31 Back to Contents of our ambitious 2024 Strategic Growth Plan. The table below sets forth the various achievement percentages and corresponding vesting percentages. If the achievement percentage is less than 50%, the vesting percentage is 0%. Moreover, if the achievement percentage is between the specified levels, the vesting percentage is determined without linear interpolation. Performance to Target Payout Percentage 50% 25% 60% 40% 70% 55% 80% 70% 90% 85% 100% 100% To be clear, the growth targets established for our performance-based equity grants are just one of a number of different, yet complementary performance metrics utilized by the Company in its efforts to design an overall compensation program that is appropriately balanced and furthers its underlying aims. For example, the Company’s performance-based compensation program also incorporates the ambitious short and long-term operating targets that underlie the Company’s annual cash incentive compensation program and long-term aspirations for strategic growth. The Company has traditionally maintained, and will continue to maintain lofty expectations and goals with respect to stockholder value creation. Nevertheless, given the primary retention aim of the long-term equity incentive compensation program, the Committee has concluded that the performance-based criterion for the equity awards granted to our NEOs are appropriate in the context of our well-balanced overall executive compensation program. TIMING OF LONG-TERM EQUITY AWARD GRANTS Long-term equity incentive awards to our Chief Executive Officer and other NEOs are traditionally granted annually, typically following the release of the Company’s second quarter and six-month operating results, and are based on the determinations of the Committee. Our Chief Executive Officer makes recommendations to the Committee regarding awards for other NEOs and members of the management team. In 2020, the NEOs received their annual grants in August. In granting long-term equity awards to our NEOs, the Committee applied no set formula for allocating awards, and instead made reasoned, subjective determinations based upon their performance, the importance of retaining their services, and their role in helping us achieve our long-term goals. In 2020, we granted shares of restricted stock to our NEOs covering an aggregate of 141,000 shares. Perquisites We offer perquisites to our NEOs, which we view as an added element of our executive compensation program designed not only to attract, retain and reward our NEOs, but also to facilitate the performance of their duties on behalf of the Company. The perquisites we provided to our NEOs in fiscal year 2020 are set forth in the “Summary Compensation Table for 2020”, and included, among others, estate and tax planning, personal use of our Company airplane, and reimbursement of the income tax liabilities associated with certain perquisites. Estate and tax planning is provided to certain NEOs to complement our various compensation elements for the purpose of ensuring the NEOs understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We maintain a Company-owned airplane primarily to provide efficient transportation for executives, employees and customers to our geographically dispersed operations. From time to time, when our plane is not being used for business purposes, we allow certain NEOs to use the plane for personal travel. We have also provided executive physicals as a risk management tool and to ensure our NEOs are mindful of their personal health. Certain club memberships are provided, and serve the primary aim of facilitating networking with customers. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     32 Back to Contents — COMPENSATION RISK MANAGEMENT In connection with its continued appraisal of our compensation program, management, with oversight from the Committee, reviews our compensation policies and practices, and the overall compensation program with respect to our risk management practices and any potential risk-taking incentives. This assessment includes a review of the primary elements of our compensation in light of potential risks: COMPENSATION PROGRAM RISK CONSIDERATIONS 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. As previously detailed (see page 17), the Company has adopted a series of policies, including bans on pledging and hedging, and a clawback policy, to further mitigate risk taking behaviors. Beyond our Company clawback policy, which applies to all President and Vice President-level executives, our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes Oxley Act of 2002.For these reasons, we believe that our compensation policies and practices are not likely to have a material adverse effect on the Company. Tax Considerations Section 162(m) of the Internal Revenue Code (the “Code”) generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to certain executive officers, subject historically to an exception for qualifying “performance-based compensation.” The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modified Section 162(m) of the Code and, among other things, eliminated the performance-based exception to the $1,000,000 deduction limit effective as of January 1, 2018. As a result, as of 2018, compensation paid to certain executive officers in excess of $1,000,000 is nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the executive officers subject to Section 162(m) of the Code (the “Covered Employees”) will include any individual who served as the Chief Executive Officer and Chief Financial Officer at any time during the taxable year and the three other most highly compensated officers (other than the Chief Executive Officer and Chief Financial Officer) for the taxable year, and once an individual becomes a Covered Employee for any taxable year beginning after December 31, 2016, that individual will remain a Covered Employee for all future years, including following any termination of employment. The Tax Cuts and Jobs Act includes a transition rule under which the changes to Section 162(m) of the Code described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017 and is not materially modified after that date. To the extent applicable to our existing contracts and awards, we may avail ourselves of this transition rule. However, because of uncertainties as to the application and interpretation of the transition rule, no assurances can be given at this time that our existing contracts and awards, even if in place on November 2, 2017, will meet the requirements of the transition rule. Moreover, to maintain flexibility in compensating executive officers in a manner designed to promote varying corporate goals in the best interest of the company, we do not limit our actions with respect to executive compensation to preserve deductibility under Section 162(m) of the Code if we determine that doing so is in the best interests of the Company and its stockholders. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     33 Back to Contents REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION   The Compensation and Stock Option Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation and Stock Option Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.   Gary S. Gladstein, Chairman Scott J. Goldman Charles P. Herzog, Jr. — COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION During fiscal year 2020, Gennaro J. Fulvio, Chairman Paul J. Flaherty Scott J. Goldman and Charles P. Herzog, Jr. served on the Compensation and Stock Option Committee. No member of the Compensation and Stock Option Committee was, during fiscal year 2020, an officer or employee of the Company or was formerly an officer of the Company. In addition, no member of the Compensation and Stock Option Committee, during fiscal year 2020, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year 2020. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     34 - 54 - Back to Contents   EXECUTIVE COMPENSATION TABLES — SUMMARY COMPENSATION TABLE FOR 2020 The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2020, 2019 and 2018 fiscal years, as applicable. 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. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     35 Back to Contents (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. Pay Ratio In 2020, the total compensation of Mr. Christopher, our Chief Executive Officer, was $7,233,148, as reported in the “Summary Compensation Table for 2020.” Based on the methodology described below, we determined that the median employee in terms of total 2020 compensation of all of our employees (other than Mr. Christopher) received an estimated $36,810 in total compensation for 2020. Therefore, the estimated ratio of 2020 total compensation of Mr. Christopher to the median employee was 197:1. In general, we offer employees base salary, company retirement plan contributions, the opportunity to receive incentive awards for performance, and other benefits. In accordance with SEC rules, the median employee compensation provided above reflects company retirement plan contributions, incentive awards for 2020 performance and other benefits, but does not reflect benefits relating to group life or health plans generally available to all salaried employees. To determine median employee compensation, we took the following steps: • 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 $36,810 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     36 Back to Contents —Table of Contents APPOINTMENT2020 GRANTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPLAN BASED AWARDS TABLE Ernst & Young LLP (“EY”) has been reappointed by the Audit Committee to audit and certify the Company’s financial statements for the fiscal year ending December 29, 2018, subject to ratification by the Company’s stockholders. Ratification of the appointment of the Company’s independent registered public accounting firm requires the affirmative vote of a majority of the outstanding shares of the Company present in person or by proxy at the Annual Meeting and entitled to vote thereon. If the appointment of EY is not ratified by the stockholders at the Annual Meeting, the Audit Committee will reconsider its action and will appoint auditors for the 2018 fiscal year without further stockholder action. Further, even if the appointment is ratified by stockholder action, the Audit Committee may at any time in the future in its discretion reconsider the appointment without submitting the matter to a vote of stockholders. It is expected that representatives of EY will be in attendance at the Annual Meeting and will be available to answer questions and to make a statement if they desire to do so.   The following table sets forth fees for professional services rendered by EYsummary information regarding all grants of plan-based awards made to our named executive officers for the auditfiscal year ended December 26, 2020.         Estimated Future Payouts  Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts  Under Equity Incentive Plan Awards(2)   All Other Stock Awards: Number of Shares of Stock   Grant Date Fair Value of Name   Grant Date   Threshold ($)   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. Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table Employment Agreement with Mr. Christopher On March 15, 2018, we entered into an indefinite term employment agreement (the “Employment Agreement”) with Mr. Christopher, pursuant to which he will continue to serve as the Company’s Chief Executive Officer, reporting directly to the Board. The Employment Agreement replaced Mr. Christopher’s prior employment agreement and, in so doing, eliminated the “single-trigger” severance to which Mr. Christopher would have been entitled upon the occurrence of a change in control of the Company’sCompany. The Employment Agreement provides that Mr. Christopher will receive a base salary of not less than $1,100,000 per year and will be eligible to receive an annual financial statementsbonus award. For each fiscal year, Mr. Christopher’s target annual bonus will be 125% of his base salary upon achievement of target performance levels, and he will be eligible for eacha maximum annual bonus of 250% of base salary when performance equals or exceeds 125% of the two fiscal years ended December 30, 2017applicable performance objectives. The actual annual bonus payable to Mr. Christopher will be based upon the actual level of achievement of annual Company and December 31, 2016 and fees for other services rendered by EY during those periods:     2017     2016   Audit Fees   $ 2,481,000     $ 2,724,100   Audit-Related Fees     133,000       32,033   Tax Fees     336,000       370,406   All Other Fees     —       119,366       $ 2,950,000     $ 3,245,905   Audit Fees consist of fees for professional services renderedindividual performance objectives for the auditapplicable year, as determined by the Committee. In addition, during the term of Mr. Christopher’s employment, the Company’s consolidated annual financial statementsCompany will maintain a term life insurance policy for him with a face value of at least $5 million, and reviewMr. Christopher will have the right to name the beneficiary of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by EY in connection with statutory filings. Audit Fees also include fees for professional services rendered for the audits of internal control over financial reporting in 2017 and 2016.such term life insurance policy.   Audit-Related Fees include fees billedIn the event that Mr. Christopher’s employment is terminated for assuranceany reason (other than by the Company for “cause” (as defined in the Employment Agreement)), he will, subject to his execution of a general release in favor of the Company and other services not included in audit fees. The fees for 2017his continued compliance with certain restrictive covenants (the “Conditions”), be entitled to receive the following: (i) any accrued but unpaid compensation and 2016 were for international accounting and reporting compliance.benefits; (ii) any unpaid annual bonus with MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     37 - 55 - Back to Contents Tablerespect to the previously completed fiscal year; (iii) subject to achievement of Contentsthe applicable performance objectives for the fiscal year in which the termination occurs, payment of a prorated annual bonus for such fiscal year; and (iv) continued medical, dental and hospitalization coverage (or payment in lieu of coverage if coverage is not permitted by applicable law or the terms of the applicable plan) for Mr. Christopher, his spouse and covered dependents until the latest of Mr. Christopher’s 70th birthday, his spouse’s 70th birthday, and the 3rd anniversary of such termination. Tax Fees include fees billed Additionally, if Mr. Christopher’s employment is terminated by the Company without “cause” or by Mr. Christopher for tax compliance, tax advice“good reason” (as defined in the Employment Agreement), and tax planning matters.there has not been a “change in control” (as defined in the Employment Agreement) in the past 24 months, Mr. Christopher will, subject to the Conditions, be entitled to (i) continued payment of his base salary for 36 months; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus in respect of the fiscal year in which such termination occurs (or prior fiscal year, if greater), such amount to be paid in equal installments over the 3-year period following such termination at the same time such amounts would otherwise have been paid had no termination occurred. If Mr. Christopher’s employment is terminated by the Company without “cause” or by Mr. Christopher for “good reason” within 24 months of a “change in control,” Mr. Christopher will, subject to the Conditions, be entitled to (i) payment of his base salary for 36 months in a lump sum on the first regularly-scheduled payroll date following the 60th day following such termination; and (ii) an amount equal to 3 times Mr. Christopher’s target annual bonus in respect of the fiscal year in which such termination occurs (or prior fiscal year, if greater), paid in a lump sum on the first regularly-scheduled payroll date following the 60th day following such termination. The Employment Agreement does not provide for any “single-trigger” severance payments or benefits.   The Audit Committee’s policyEmployment Agreement does not provide any gross-up or tax assistance on the severance benefits. Instead, the Employment Agreement contains a “modified cutback” provision, which would act to reduce the benefits payable to Mr. Christopher to the extent necessary to avoid a “golden parachute excise tax,” but only if such reduction would result in Mr. Christopher retaining a larger after-tax amount. Mr. Christopher is subject to pre-approve all auditcertain restrictive covenants during the term of his employment and non-audit servicesthereafter, including customary non-compete restrictions that apply for one year post-termination and customary non-solicitation restrictions with respect to current and prospective employees that apply for one year post-termination. In addition, during the term of his employment and for one year thereafter, Mr. Christopher is prohibited from contacting any customer or prospective customer of the Company, or any representative of the same, for the purpose of providing any service or product competitive with any service or product sold or provided by the independent auditors. These services may include audit services, audit-related services, tax servicesCompany. Change in Control Agreements with Messrs. Martin, Sigloch and other services. Pre-approvalMiritello On July 26, 2016, the Company entered into change in control agreements with certain key members of the management team, including Messrs. Martin and Sigloch. The Company entered into a substantially similar change in control agreement with Mr. Miritello on January 3, 2017. Pursuant to those agreements, if, upon or within two years following a “change in control”, the executive’s employment is generally providedterminated by the Company without “cause” (other than on account of death or Disability), or by the executive for up“good reason”, subject to one year and any pre-approval is detailed asexecution of a general release of claims, the executive will be entitled to: (i) an amount equal to two times the executive’s base salary (as in effect immediately prior to the particular servicechange in control or, categoryif greater, the date of services. The Audit Committee has delegated pre-approval authoritysuch termination); and (ii) an amount equal to its Chairman when expedition of services is necessary. The independent auditors and management are required periodically to reporttwo times the average annual bonus paid to the full Audit Committee regardingexecutive (including, for this purpose only, any amounts deferred) in respect of the extentthree calendar years immediately preceding the calendar year in which the change in control occurs (or the three calendar years immediately preceding the calendar year of services provided bysuch termination, if greater). The terms “change in control” and “cause” are defined in the independent auditors in accordance with this pre-approval,2014 Incentive Plan and the feesterm “good reason” is defined in each executive’s change in control agreement. The agreements also provide that for two years following termination under the services performedcircumstances described above, each of Messrs. Martin, Sigloch and Miritello will receive (subject to date. Allthe executive’s election of COBRA continuation coverage under the Company’s group health plan) continued coverage under the Company’s group health plan at the Company’s cost (or at the direction of the services provided by the independent auditors during fiscalCompany, reimbursement for COBRA premiums) for two years 2017 and 2016, respectively, under the categories Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees described above were pre-approved.following such termination. We are not party to an employment or change in control agreement with Mr. Westermeyer.   THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOR THE APPROVAL OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. ADVISORY VOTE ON APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS2019 and 2014 Incentive Plans   In accordance with2020, we maintained the 2019 Incentive Plan and 2014 Incentive Plan (together, the “Plans”), which were approved by our stockholders at our Annual Meetings held in May 2019 and May 2014 respectively. The Committee administers the Plans and is authorized to, among other things, designate participants, grant awards, including cash-based awards that historically were intended to qualify as performance-based compensation for purposes of Section 14A162(m) of the Exchange Act, stockholders are being askedInternal Revenue Code, determine the number of shares of Common Stock to vote on an advisory, non-binding basis, onbe covered by awards and determine the compensationterms and conditions of any awards, and construe and interpret the Plans and award agreements issued pursuant thereto. The 2014 Incentive Plan reserved 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company’s named executive officers. This advisory vote gives stockholders another mechanismCompany or any other similar corporate transaction or event. The 2019 Plan reserved 2,000,000 shares of our Common Stock for issuance, subject to convey their views about the Company’s compensation programs and policies.adjustments under similar circumstances.   The Company’s Compensation and Stock Option Committee is composed of knowledgeable and experienced independent directors, who are committed to regular review and effective oversight of our compensation programs. The Company’s executive compensation program has been designed to motivate the Company’s key employees to achieve the Company’s strategic and financial goals and to support the creation of long-term value for stockholders. The Company’s compensation policies and practices are centered on a pay for performance philosophy and reflect the belief that the Company’s success continues to depend in substantial part upon its ability to attract and retain qualified executive officers. We encourage stockholders to read the Executive Compensation section of this proxy statement,MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     38 - 56 - Back to Contents —Table of ContentsOUTSTANDING EQUITY AWARDS AT FISCAL 2020 YEAR-END including the Compensation Discussion and Analysis and compensation tables, for a more detailed discussion of the Company’s compensation programs and policies and how they are appropriate and effective in creating value.   The following resolutiontable sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 26, 2020.         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 (1) The options granted to Mr. Miritello in 2015, and those granted to Mr. Westermeyer in 2014 and 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 in March 2017 due to payment of the Special Dividend. The amount of outstanding options and the exercise prices shown in the above table are post-adjustment. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     39 Back to Contents (2) The vesting of shares of performance-based restricted stock granted to all NEOs during 2016 through 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 July 28, 2016, the vesting date is February 28, 2022, and the reference period is December 26, 2015 to the last day of the 2021 fiscal year. For the performance-based restricted sock granted to these executives on July 27, 2017, the vesting date is February 28, 2023, and the reference period is December 31, 2016 to the last day of the 2022 fiscal year. For the performance-based restricted stock granted to these executives on July 26, 2018, the vesting date is February 28, 2023, and the reference period is December 30, 2017 to the last day of the 2022 fiscal year. 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 is February 28, 2024, and the reference period is December 30, 2018 to the last day of the 2023 fiscal year. (3) 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.” (4) Shares of time-based restricted stock granted to Mr. Christopher 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, disability, by us without cause or by Mr. Christopher for good reason. (5) Shares of time-based restricted stock will vest 30% on each of July 30, 2018, and July 30, 2019, and 40% on July 30, 2020, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. (6) Shares of time-based restricted stock will vest 30% on each of July 30, 2019, and July 30, 2020, and 40% on July 30, 2023, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. (7) Shares of time-based restricted stock will vest 30% on each of July 30, 2020, and July 30, 2021, and 40% on July 30, 2022, 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 30% on each of July 30, 2021, and July 30, 2022, and 40% on July 30, 2023, 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 100% on July 30, 2023, 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 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. (11) 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. (12) 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. (13) Shares of time-based restricted stock will vest 100% on July 30, 2025, subject to earlier vesting in connection with a termination of employment due to death or disability. Shares of time-based restricted stock granted to Messrs. Sigloch and Miritello are also subject to earlier vesting in connection with a change in control. — 2020 STOCK VESTED AND OPTIONS EXERCISED The following table sets forth the value realized by each of our named executive officers as a result of the vesting of restricted stock and exercise of stock options during the fiscal year ended December 26, 2020.     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. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     40 Back to Contents — POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE ENDOF 2020 Pursuant to the employment agreement with our Chief Executive Officer, and the equity award and change in control agreements with our other named executive officers (other than Mr. Westermeyer), upon a change in control or certain terminations of employment, our named executive officers are entitled to payments of compensation and benefits and/or accelerated vesting of equity awards, in each case as described below. The table below reflects the amount of compensation and benefits payable to each named executive officer in the event of (i) a change in control, (ii) an involuntary termination without cause or a resignation for good reason (specifically, for Messrs. Martin, Sigloch and Miritello, the occurrence of such a termination upon or within two years following a change in control), and (iii) a termination by reason of death or disability. The named executive officers are not entitled to any payments in connection with a termination for cause. The amounts shown assume the applicable triggering event occurred on December 26, 2020, and are estimates of the amounts that would be paid to the named executive officers upon the occurrence of such triggering event. 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. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     41 Back to Contents PRINCIPAL STOCKHOLDERS As of March 19, 2021, the following parties were known by the Company to be the “beneficial owner” of more than five percent of the Common Stock: Name and Address of Beneficial Owner   Shares Beneficially Owned     Percent of Class   BlackRock, Inc. 55 East 52nd  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. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     42 Back to Contents BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS The following table sets forth, as of the close of business on March 19, 2021, information about the 1,674,471 shares of Common Stock (calculated based on 57,120,304 shares outstanding) beneficially owned by each of the Company’s current directors, nominees for director, executive officers and named executive officers. The “named executive officers” are those individuals set forth in the “Summary Compensation Table for 2020” included herein. Unless otherwise indicated, all directors, nominees for director, executive officers and named executive officers have sole voting and investment power with respect to the shares of Common Stock reported. The table and the accompanying footnotes set forth the foregoing persons’ current positions with the Company, principal occupations and employment over the preceding five years, age and directorships held in certain other publicly-owned companies. 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%** * Less than 1% ** Includes 226,830 shares of Common Stock which are subject to currently exercisable stock options and 767,400 shares of non-vested restricted stock held by executive officers and directors of the Company. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     43 Back to Contents (1) The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) 415,000 shares of non-vested restricted stock, (ii) 123,500 shares owned by a trust in which his wife is beneficiary, (iii) 83,500 shares owned by a trust in which he is beneficiary and (iv) 6,800 shares of Common Stock which are owned by Mr. Christopher’s children. (2) The number of shares of Common Stock beneficially owned by Ms. Donovan includes (i) 10,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 2,000 shares of Common stock which are owned by Ms. Donovan’s spouse and (iii) 2,000 shares of non-vested restricted stock. (3) The number of shares of Common Stock beneficially owned by Mr. Fulvio includes (i) 35,555 shares of Common Stock which are subject to currently exercisable stock options, (ii) 27,199 shares of Common Stock which are owned by Mr. Fulvio’s spouse and (iii) 2,000 shares of non-vested restricted stock. On June 27, 2017, pursuant to an Offer of Settlement, and without admitting or denying the findings contained therein, the PCAOB issued an Order Instituting Disciplinary Proceedings, Making Findings and Imposing Sanctions against Fulvio & Associates LLP (the “Firm”), Mr. Fulvio and certain other named affiliates of the Firm (collectively, “Respondents”) for Respondents’ having allegedly “violated PCAOB rules and standards in connection with their audit and examination engagement for a broker-dealer client, for the fiscal year ending June 30, 2014.” See PCAOB Release No. 105-2017-029 dated June 27, 2017. The Firm is currently registered with the PCAOB, and Mr. Fulvio may participate in audits pursuant to PCAOB standards. (4) The number of shares of Common Stock beneficially owned by Mr. Gladstein includes (i) 45,333 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock. (5) The number of shares of Common Stock beneficially owned by Mr. Goldman includes (i) 40,444 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock. (6) The number of shares of Common Stock beneficially owned by Mr. Hansen includes (i) 25,778 shares of Common Stock which are subject to currently exercisable stock options, (ii) 13,000 shares of Common Stock owned by a trust where his wife and children serve as beneficiaries and (iii) 2,000 shares of non-vested restricted stock. (7) The number of shares of Common Stock beneficially owned by Mr. Hermanson includes (i) 16,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,000 shares of non-vested restricted stock. (8) The number of shares of Common Stock beneficially owned by Mr. Herzog includes (i) 14,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 9,000 shares of Common Stock owned by a trust of which Mr. Herzog’s children are beneficiaries; and (iii) 2,000 shares of non-vested restricted stock. (9) Mr. Malone served (i) as Director of Marketing – Copper Tube and Line Sets from January 1, 2013 until February 3, 2015, (ii) as General Manager of Howell Metal Company from February 3, 2015 until July 4, 2017, and (iii) as Vice President-General Manager of Streamline from July 4, 2017 until January 1, 2019. The number of shares of Common Stock beneficially owned by Mr. Malone includes (i) 5,499 shares of Common Stock which are subject to currently exercisable stock options, and (ii) 29,300 shares of non-vested restricted stock. (10) Mr. Martin served (i) as Interim Chief Financial Officer of the Company from October 26, 2012 until February 14, 2013, (ii) as Vice President - Corporate Development of the Company from January 11, 2011 until October 26, 2012, (iii) as Vice President-Finance & Corporate Development from August 1, 2008 until January 11, 2011, and (iv) as Vice President-Operations, Standard Products Division prior to August 1, 2008. The number of shares of Common Stock beneficially owned by Mr. Martin includes (i) 74,246 shares of Common Stock owned jointly between Mr. Martin and his wife and (ii) 92,000 shares of non-vested restricted stock. (11) Mr. Millerchip served as Managing Director – Mueller Primaflow Limited prior to May 28, 2010. (12) Mr. Miritello served as Deputy General Counsel of the Company from September 15, 2015 to December 31, 2016. Prior to joining the Company, he was associated with the New York office of Willkie Farr & Gallagher LLP. The number of shares of Common Stock owned by Mr. Miritello includes (i) 14,666 shares of Common Stock which are subject to currently exercisable stock options and (ii) 21,700 shares of non-vested restricted stock. (13) Mr. Mitchell served (i) as Vice President-General Manager of Great Lakes Copper, Inc. (n/k/a Great Lakes Copper Ltd.) from July 1, 2013 until January 1, 2019 and (ii) as President – Canadian Operations from January 1, 2019 until October 22, 2019. The number of shares of Common Stock beneficially owned by Mr. Mitchell includes 27,000 shares of non-vested restricted stock. (14) Mr. Sigloch served as (i) President – Piping Systems North America of the Company from May 5, 2016 until May 4, 2017; (ii) President – Extruded Products of the Company from January 1, 2013 until May 5, 2016, (iii) Corporate Vice President – Engineering and Manufacturing of the Company from January 1, 2012 until January 1, 2013, and (iv) Vice President – Engineering and Manufacturing of Mueller Europe, Ltd, from July 1, 2011 until January 1, 2012. Prior to joining the Company on July 1, 2011, Mr. Sigloch served as Chief Executive Officer of Wieland Copper Products, LLC. The number of shares of Common Stock beneficially owned by Mr. Sigloch includes 117,500 shares of non-vested restricted stock. (15) Mr. Steinriede served as (i) Director of Finance at the Company from April 1, 2014 until April 23, 2015, (ii) Assistant Corporate Controller from September 1, 2010 until April 1, 2014, and (iii) Corporate Accounting Manager prior to September 1, 2010. The number of shares of Common Stock beneficially owned by Mr. Steinriede includes (i) 9,777 shares of Common Stock which are subject to currently exercisable stock options and (ii) 11,000 shares of non-vested restricted stock. (16) Mr. Westermeyer previously served as General Manager of Westermeyer Industries, Inc., a company he established in 2001, and which was acquired by the Company on August 16, 2012. In 2017, he also assumed duties as General Manager of Turbotec Products, Inc., another wholly-owned subsidiary acquired by the Company in 2015. The number of shares of Common Stock beneficially owned by Mr. Westermeyer includes (i) 9,778 shares of Common Stock which are subject to currently exercisable stock options, (ii) 5,785 shares of Common Stock which are beneficially owned by Mr. Westermeyer’s spouse, and (iii) 39,900 shares of non-vested restricted stock. MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     44 Back to Contents — DELINQUENT SECTION 16(a) REPORTS Based solely upon its review of Forms 3 and 4 received by it, and written representations from certain reporting persons about whether any Form 5 filings were required, the Company believes that during 2020, all filing requirements applicable to its officers, directors and ten percent stockholders were complied with, except as follows: On May 18, 2020, Mr. Goldman made a gift of 100 shares of Common Stock requiring a Form 5 report, but a Form 5 was not timely filed (a Form 5 reporting the transaction was filed on February 24, 2021). MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     45 Back to Contents INFORMATION ABOUT VOTING AND THE ANNUAL MEETING We are providing you with these proxy materials in connection with the solicitation by the Board of Directors of Mueller Industries, Inc. (the “Company”) of proxies for our 2021 Annual Meeting of Stockholders (the “Annual Meeting”), which will be submittedheld at 10:00 A.M., Central time on Thursday, May 6, 2021, at our corporate headquarters located at 150 Schilling Boulevard, Collierville, Tennessee 38017, in the second floor conference room. We intend to hold our Annual Meeting in person. However, we are actively monitoring the coronavirus (COVID-19); we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our Annual Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our Annual Meeting website at www.muellerindustries.com for updated information. If you are planning to attend our meeting, please check the website one week prior to the meeting date. As always, we encourage you to vote your shares prior to the Annual Meeting. This Proxy Statement, together with the Company’s Annual Report for the fiscal year ended December 26, 2020, is first being mailed to stockholders on or about April 1, 2021. Pursuant to rules adopted by the Securities and Exchange Commission, the Company is providing access to its proxy materials over the Internet at http://www.proxyvote.com. Record Date:     March 19, 2021 When a proxy card is returned properly signed, the shares represented thereby will be voted in accordance with the stockholder’s directions appearing on the card. If the proxy card is signed and returned without directions, the shares will be voted for the nominees named herein and in accordance with the recommendations of the Company’s Board of Directors as set forth herein. A stockholder giving a proxy may revoke it at any time before it is voted at the Annual Meeting by giving written notice to the secretary of the Annual Meeting or by casting a ballot at the Annual Meeting. Votes cast by proxy or in person at the Annual Meeting will be tabulated by election inspectors appointed for the Annual Meeting. The election inspectors will also determine whether a quorum is present. The holders of a majority of the shares of common stock, $.01 par value per share (“Common Stock”), outstanding and entitled to vote who are present either in person or represented by proxy will constitute a quorum for the Annual Meeting. The cost of soliciting proxies will be borne by the Company. In addition to solicitation by mail, directors, officers and employees of the Company may solicit proxies by telephone or otherwise. The Company will reimburse brokers or other persons holding stock in their names or in the names of their nominees for their charges and expenses in forwarding proxies and proxy material to the beneficial owners of such stock. — VOTING SECURITIES At the close of business on the Record Date, there were 57,120,304 shares of Common Stock outstanding, which are the only shares entitled to be voted at the Annual Meeting. Each share of Common Stock is entitled to one vote. Only stockholders of record at the close of business on the Record Date will be entitled to notice of, and to vote at, the Annual Meeting. Stockholder approvalThe Bylaws do not provide for cumulative voting for the election of this proposal will require the affirmative vote of a majority of the outstanding shares ofdirectors. On March 9, 2017, the Company presentpaid a special dividend (the “Special Dividend”) consisting of $3.00 in person or by proxy at the Annual Meetingcash and entitled to vote thereon. Although the stockholder vote on executive compensation is not binding on the Board of Directors or the Company, the Company values the views of its stockholders. The Board of Directors and Compensation and Stock Option Committee will review the results of the vote and take them into consideration$5.00 in addressing future compensation policies and decisions. “RESOLVED, that the stockholders of the Company approve, on an advisory basis, the compensationprincipal amount of the Company’s named executive officers listed6% Subordinated Debentures due 2027 (the “Debentures”, which have been called for full redemption on April 15, 2021) for each share of Common Stock outstanding as of the close of business on February 28, 2017. In connection with the Special Dividend, in accordance with the Company’s outstanding stock option plans and agreements, the Company adjusted the shares subject to and the per share exercise price with respect to outstanding options. This adjustment resulted in an increase in the 2017 Summary Compensation Table included innumber of shares subject to each outstanding option and an adjustment to the proxy statement foroption purchase price designed to maintain the 2018 Annual Meeting, as such compensation is disclosed pursuant to Item 402option holders’ intrinsic value following issuance of Regulation S-Kthe Special Dividend. References in this proxy statement underProxy Statement to beneficial stock ownership or outstanding options for periods following March 9, 2017 reflect the section titled “Compensation Discussion and Analysis,” as well as the compensation tables and other narrative executive compensation disclosures thereafter.”equitable adjustment made to options outstanding on February 28, 2017.   MUELLER INDUSTRIESTHE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE THEIR SHARESFOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.  •  2021 PROXY STATEMENT     46 STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR 2019 ANNUAL MEETING Back to Contents — STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2022 ANNUAL MEETING   It is anticipated that the next Annual Meeting after the one scheduled for May 3, 20186, 2021 will be held on or about May 2, 2019.5, 2022. The Company’s Bylaws require that, for nominations of directors or other business to be properly brought before an Annual Meeting, written notice of such nomination or proposal for other business must be furnished to the Company. Such notice must contain certain information concerning the nominating or proposing stockholder and information concerning the nominee and must be furnished by the stockholder (who must be entitled to vote at the meeting) to the Secretary of the Company, in the case of the Annual Meeting to be held in 2019,2022, no earlier than December 4, 20186, 2021 and no later than - 57 - Table of Contents January 3, 2019.5, 2022. A copy of the applicable provisions of the Bylaws may be obtained by any stockholder, without charge, upon written request to the Secretary of the Company at the address set forth below.   In addition to the foregoing, and in accordance with the rules of the SEC, in order for a stockholder proposal, relating to a proper subject, to be considered for inclusion in the Company’s proxy statement and form of proxy relating to the Annual Meeting to be held in 2019,2022, such proposal must be received by the Secretary of the Company by November 29, 2018December 2, 2021 in the form required under and subject to the other requirements of the applicable rules of the SEC. If the date of the Annual Meeting to be held in 20192022 is changed to a date more than 30 days earlier or later than May 2, 2019,5, 2022, the Company will inform the stockholders in a timely fashion of such change and the date by which proposals of stockholders must be received for inclusion in the proxy materials. Any such proposal should be submitted by certified mail, return receipt requested, or other means, including electronic means, that allow the stockholder to prove the date of delivery.   MUELLER INDUSTRIESOTHER MATTERS TO COME BEFORE THE ANNUAL MEETING  •  2021 PROXY STATEMENT     47 Back to Contents ADDITIONAL INFORMATION   If any matter not described herein should properly come before the Annual Meeting, the persons named in the proxy will vote the shares represented by them as they deem appropriate. At the date of this Proxy Statement, the Company knew of no other matters which might be presented for stockholder action at the Annual Meeting.   SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE REPORTING Based solely upon its review of Forms 3 and 4 received by it and written representations from certain reporting persons that no Forms 5 were required for those persons, the Company believes that (except as set forth below) during 2017 all filing requirements applicable to its officers, directors and ten percent stockholders were complied with: • On January 20, 2017, Mr. Flaherty completed a transaction in Common Stock requiring a Form 4 report, but a Form 4 report was not timely filed (a Form 4 reporting the transaction was filed on February 10, 2017). • Effective July 31, 2017, Mr.  Herzog was elected to serve on the Board of Directors of the Company, an event requiring a Form 3 report, but a Form 3 report was not timely filed (a Form 3 reporting the transaction was filed on September 7, 2017). - 58 - Table of Contents OTHER INFORMATION Consolidated financial statements for the Company are included in the Annual Report to Stockholders for the year ended December 30, 201726, 2020 that accompanies this Proxy Statement. These financial statements are also on file with the SEC, 100 F Street, N.E., Washington, D.C. 20549 and with the NYSE. The Company’s SEC filings are also available at the Company’s website at www.muellerindustries.comwww. muellerindustries.com or the SEC’s website at www.sec.gov.   A COPY OF THE COMPANY’S ANNUAL REPORT ON FORM 10-K AS FILED FOR THE YEAR ENDED DECEMBER 30, 201726, 2020 (EXCLUDING EXHIBITS) OR, AS NOTED HEREIN, ANY OF THE COMPANY’S BOARD COMMITTEE CHARTERS, CORPORATE GOVERNANCE GUIDELINES, OR CODE OF ETHICS WILL BE FURNISHED, WITHOUT CHARGE, BY WRITING TO CHRISTOPHER J. MIRITELLO, CORPORATE SECRETARY, MUELLER INDUSTRIES, INC., AT THE COMPANY’S PRINCIPAL PLACE OF BUSINESS (8285 TOURNAMENT DRIVE,(150 SCHILLING BOULEVARD, SUITE 150, MEMPHIS,100, COLLIERVILLE, TENNESSEE 38125)38017). UPON RECEIPT BY WRITING TO THE FOREGOING ADDRESS, THE COMPANY WILL ALSO FURNISH ANY OTHER EXHIBIT OF THE ANNUAL REPORT ON FORM 10-K UPON ADVANCE PAYMENT OF THE REASONABLE OUT-OF-POCKET EXPENSES OF THE COMPANY RELATED TO THE COMPANY’S FURNISHING OF SUCH EXHIBIT.   NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS — NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING TO BE HELD ON MAY 6, 2021   Important Notice Regarding the Availability of Proxy Materials for the 2018 Annual General Meeting to be held on May 3, 2018: The Proxy Statement and Annual Report are available at HTTP:at: http://WWW.PROXYVOTE.COMwww.proxyvote.com   You will need the Control Number included on your proxy card. For the date, time, and location of the Annual General Meeting, please refer to “Solicitation of Proxies.” For information on how to attend and vote in person at the Annual General Meeting, an identification of the matters to be voted upon at the Annual General Meeting and the Board’s recommendations regarding those matters, please refer to “Solicitation of Proxies,” “Election of Directors,” “Appointment of Independent Registered Accounting Firm”, and “Approval of the Compensation of the Company’s Named Executive Officers.” - 59 -— HOUSEHOLDING OF ANNUAL MEETING MATERIALS Table of Contents HOUSEHOLDING OF ANNUAL MEETING MATERIALS   The SEC has enacted a rule that allows multiple investors residing at the same address the convenience of receiving a single copy of annual reports, proxy statements, prospectuses and other disclosure documents if they consent to do so. This is known as “Householding.” Please note, if you do not respond, Householding will start 60 days after the mailing of this notice. We will allow Householding only upon certain conditions. Some of those conditions are:   • You agree to or do not object to the Householding of your materials,     • You have the same last name and exact address as another investor(s).   If these conditions are met, and SEC regulations allow, your household will receive a single copy of annual reports, proxy statements, prospectuses and other disclosure documents.   You may revoke a prior Householding consent at any time by contacting Broadridge, either by calling toll-free at (800) 542-1061, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717. We will remove you from the Householding program within 30 days of receipt of your response, following which you will receive an individual copy of our disclosure document.   By order of the Board of Directors    Christopher J. Miritello Corporate Secretary   Christopher J. Miritello Corporate SecretaryMUELLER INDUSTRIES  •  2021 PROXY STATEMENT     48 - 60 - Table of Contents MUELLER INDUSTRIES, INC. ATTN: CHRIS J. MIRITELLO 8285 TOURNAMENT DRIVE-STE. 150 MEMPHIS, TN 38125 VOTE BY INTERNET - www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: ☐ ☐ ☐ To withhold authorityBack to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. Contents 1. Election of Directors                                       Nominees                                       01       Gregory L. Christopher       02       Paul J. Flaherty       03       Gennaro J. Fulvio       04       Gary S. Gladstein       05       Scott J. Goldman 06 John B. Hansen 07 Terry Hermanson 08 Charles P. Herzog, Jr. The Board of Directors recommends you vote FOR proposals 2. and 3. For Against Abstain 2. Approve the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm. ☐ ☐ ☐ 3. To approve, on an advisory basis by non-binding vote, executive compensation. ☐ ☐ ☐ NOTE: Such other business as may properly come before the meeting or any adjournment thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE SIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" ALL NOMINEES LISTED, "FOR" PROPOSAL 2 and "FOR" PROPOSAL 3. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer.   Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateBack to Contents Table of Contents Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Annual Report, Notice & Proxy Statement, and Shareholder Letter are available at www.proxyvote.com Back to Contents MUELLER INDUSTRIES, INC. PROXY FOR ANNUAL MEETING OF STOCKHOLDERS - MAY 3, 2018 This Proxy is Solicited on Behalf of the Board of Directors. The undersigned hereby appoints Christopher J. Miritello and Jeffrey A. Martin, and each of them, Proxies, with full power of substitution in each, to represent and to vote, as designated, all shares of Common Stock of Mueller Industries, Inc. that the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held on May 3, 2018, and at all adjournments thereof, upon and in respect of the matters set forth on the reverse side hereof, and in their discretion, upon any other matter that may properly come before said meeting. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE. Continued and to be signed on reverse side