MUELLER INDUSTRIES●��2023 PROXY STATEMENT     9

We are seeking your advisory vote to approve the compensation of our named executive 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, ensure sound transition and succession planning, and drive our long-term success.

Our emphasis on creating long-term stockholder valuea pay for performance compensation model is best illustrated in the following charts, which show that long-term incentive compensation accounts for the largest percentage of the NEOs’ overall compensation for 2020. Moreover,in 2022, a substantial majority of theour NEOs’ overall compensation — consisting of target long-term and short-term incentive compensation combined — is performance-based or “at risk.”

We are seeking your advisory vote on the frequency of future stockholder advisory votes to approve the compensation of our NEOs. The Board of Directors believes that an annual advisory vote on NEO compensation will give the Company’s stockholders the best opportunity to provide the Company with direct input each year on the Company’s compensation philosophy, policies and practices as disclosed in the Proxy Statement. Although the stockholder vote on the frequency of advisory votes on NEO compensation is not binding on the Board of Directors or the Company, the Board of Directors and the Compensation and Personnel Development Committee will review the voting results in determining the frequency of future votes.

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     10

PROXY STATEMENTPROPOSAL 1 ELECTION OF DIRECTORS

— PROPOSAL 1: ELECTION OF DIRECTORS

Eight director nominees will be elected at the Annual Meeting, each to serve until the next annual meeting (tentatively scheduled for May 5, 2022)9, 2024), or until the election and qualification of their 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, Elizabeth Donovan, Gennaro J. Fulvio,William C. Drummond, Gary S. Gladstein, Scott J. Goldman, John B. Hansen, Terry Hermanson and Charles P. Herzog, Jr. (collectively, the “Nominees”).

Directors are elected by a plurality of the votes cast, which means that the individuals who receive the greatest number of votes cast “For” are elected as directors up to the maximum number of directors to be chosen at the Annual Meeting. 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” 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

The Nominating and Corporate Governance Committee considers, among other things, the following criteria in selecting and reviewing director nominees:

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.

As reflected in its 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.

Through Charter amendments enacted in February, the Nominating and Governance Committee reaffirmed its commitment to including, in each search, qualified candidates who reflect diverse backgrounds, including diversity of gender and race. Moreover, the Committee will consider all candidates irrespective of whether their backgrounds includes work in the corporate, academic, government or non-profit sectors. These efforts to promote diversity are assessed annually to assure that the Board contains a balanced and effective mix of individuals 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 the Board. The Board believes that this is an appropriate policy because the Company’s Restated Certificate of Incorporation and Amended and Restated By-laws (“Bylaws”) allow a qualifying 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 at the address set forth herein.

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 20212023 Annual Meeting.”

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     11

— DIRECTOR NOMINEE BIOGRAPHIES

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTETHEIR SHARES FOR EACH OF THE NOMINEES.

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MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     13

CORPORATE GOVERNANCE

— GOVERNANCE HIGHLIGHTS

The Company adheres

Our Board of Directors’ commitment to an established set ofsound governance practices is embodied in its Corporate Governance Guidelines, for purposes of defining director independence, assigning responsibilities, setting high standards of professional and personal conduct, and ensuring compliance with such responsibilities and standards. Such Guidelineswhich are periodically reviewed in light of evolving trends, in corporate governance standards, regulations and related disclosure requirements, particularly as adopted byrequirements. These practices include the NYSE and (with respect to the Audit Committee (the SEC)).following:

— 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 2021.2023. In applying the NYSE standards for independence, and after considering all relevant facts and circumstances, the Board of Directors has affirmatively determined that all directors, with 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.exception of Mr. Christopher, are “independent.” In the course of the Board of Directors’ determination regarding the independence of each non-management director, the Board considered for:

— BOARD OF DIRECTORS AND ITS COMMITTEES

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 2020,2022, the Board of Directors held four regularly scheduled meetings and one special meeting.meetings. During this time, our directors attended 100% of our Board of Directors meetings 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.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     14

Three standing committees have been convened to assist the Board of Directors with various functions: the Audit Committee, the Compensation and Stock OptionPersonnel Development Committee, and the Nominating and Corporate Governance Committee. 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 address listed herein.

MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     14

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     15

— BOARD LEADERSHIP STRUCTURE

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 members of the Board of Directors, and to liaise between such directors and the Chairman of the Board, the Company has currently designated Mr. Hermanson 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. These efforts can be summarized as follows:

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— STANDARDS OF CONDUCT

The Board of Directors has adopted various policies, including a comprehensive set of Corporate Governance Guidelines, by which the Company is governed. These policies are designed to promote sound corporate governance and prudent stewardship of the Company, both by the Board of Directors and management.

Anti-Pledging Policy

The Corporate Governance Guidelines include amendments adopted in February 2020 that prohibit the future pledging of the Company’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(which was recently updated in February 2023) that mandates compliance with insider trading laws and institutes safeguards to mitigate the risk of insider 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 securities.

Clawback 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 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 OptionPersonnel Development Committee), the Company may take action to recoup from the executive all or any portion of an incentive award received by the executive, 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 shall be entitled to recoup up to the amount, if any, by which the incentive award actually received by the executive exceeded the payment that would have been received based on the restated financial results, as determined by the Compensation and Stock OptionPersonnel Development Committee. The Company’s right of recoupment pursuant to this policy applies to incentive awards received during the three-year period preceding the date on which the Company is required to prepare the restatement, based on the determination of the Company’s independent registered public accounting firm.

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.

Director Responsibilities

It is the duty of 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 was present but excused all non-management members of the Board of Directors from attending the 20202022 annual meeting of stockholders in person.

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     17

— 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 relayed to him, 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 director 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.

— 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 those 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.

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

The Company assesses and manages environmental, social and governance (“ESG”) considerations that may be material to the long-term sustainability of our business. In February 2021,Pursuant to its charter, 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 beis responsible for reviewing and discussing with management the Company’s implementation of procedures for identifying, assessing, monitoring, managing and reporting on the ESG and sustainability risks and opportunities related to the Company’s business. In so doing, it may form subcommittees or delegate responsibility to other Board Committees or the full Board of Directors as it deems appropriate. 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 human capital. We also focus outwardly on the communities in which we operate, including through a foundation that makes charitable contributions to various 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 oversight of the Nominating and Corporate Governance Committee and the full Board of Directors. The Company is also prioritizingprioritizes the enhanced reporting and disclosure of the ESG-related risks and opportunities relating to its business and associated metrics, andmetrics. Since 2021, the Company has published its first sustainabilityan annual Sustainability Report. The report which is available on the Company’s website.

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     18

20202022 DIRECTOR COMPENSATION

— ELEMENTS OF DIRECTOR COMPENSATION

Our non-employee director compensation for 20202022 was awarded in a combination of cash and equity, as shown below.below:*

*In his capacity as Chairman of the Board of Directors, Mr. Christopher received neither a retainer nor any meeting fees.

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.

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     19

— 2022 NON-EMPLOYEE DIRECTOR COMPENSATION

The table below summarizes the total compensation we paid to our non-employee directors for the fiscal year ended December 26, 2020.31, 2022.

— STOCK OWNERSHIP POLICY FOR DIRECTORS

To 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. 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● 2023 PROXY STATEMENT     20

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 endingended December 25, 2021,31, 2022, subject to ratification by the Company’s stockholders, which requires the affirmative vote of a majority of the outstanding shares of the 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 20212023 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, 202031, 2022 and December 28, 201925, 2021 are set forth below:

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 20202022 and 2019,2021, 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● 2023 PROXY STATEMENT     21

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 26, 202031, 2022 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 25, 2021.30, 2023.

The Audit Committee is governed by a formal charter which can be accessed from the Company’s website at www.muellerindustries. com,www.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.

Gennaro J. Fulvio, Chairman
Scott J. Goldman
John B. Hansen, Chairman
William C. Drummond
Charles P. Herzog, Jr.

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     22

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 20202022 Summary Compensation Table included in the proxy statement for the 20212023 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 OptionPersonnel Development 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 the 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.leaders, to ensure that the Company will continue to benefit from an exceptionally strong leadership team that will be well positioned to develop sound transition and succession plans for its key executives as such needs arise in the future. 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.

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COMPENSATION DISCUSSION AND ANALYSIS TABLE OF CONTENTS

— EXECUTIVE SUMMARY

This Compensation Discussion and Analysis (“CD&A”) provides an overview of how our named executive officers were compensated in 2020,2022, as well as how this compensation furthers our established compensation philosophy and objectives.

Our Named Executive Officers

The Company’s NEOs for fiscal year 20202022 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 2020,2022, 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 program is focused primarily on promoting the retention of key executives and business leadersleaders.

We believe that our long-term equity incentive compensation program serves as a valuable tool for recruitment and retention in our industry, where the competition for leadership talent is a foremost concern.concern, as well as for ensuring sound and smooth succession and transition planning for our NEOs. 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 OptionPersonnel Development 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.

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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 OptionPersonnel Development Committee.			We do not provide for single trigger severance upon a change in control.
	A higher percentage of our executives’ compensation is variable rather than fixed.			We do not permit gross-up payments to cover excise taxes.
	We utilize varying performance metrics under our short-term and long-term incentive plans.			We do not permit the pledging or hedging of our common stock.
	Our annual incentive program is based on earnings performance and capped for maximum payouts.			We do not support compensation programs or policies that reward material or excessive risk taking.
	Our equity awards include extended vesting schedules and performance-based criteria.			We do not maintain any supplemental executive retirement plans.
	We have a clawback policy applicable to all senior employees, including all President and Vice President level personnel.

2020

2022 Say-on-Pay Vote and Stockholder Engagement

At our 20202022 Annual Meeting, we held our annual non-binding stockholder advisory vote on executive compensation. Approximately 77%89% 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 20202022 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’sby the level of stockholder support received in 2022 for our non-binding stockholder advisory vote on executive compensation, and believe it reflected an improvement in support, but it was clear that there was more work to do in this regard.

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Accordingly, weour continued efforts 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 theon executive compensation program as presented in last year’s proxy solicitation. One specific aspectmatters. In 2022, we sought to further improve our pay-for-performance alignment by making 100% of the compensation program that was a particular focus was our long-term equity incentive program, and how the performance-based criterion underlying thosetotal equity awards were chosengranted to emphasize long-term strategic growthour Chief Executive Officer 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:other NEOs, performance-based.

The Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.

Independent Compensation Advisor

In July 2022, the Compensation and Personnel Development Committee retained Willis Towers Watson (“Willis Towers”) to (i) conduct an independent review of the total compensation of each of our NEOs based on peer group pay and industry survey data; and (ii) to independently advise the Committee on the performance-based special equity award grant to our CEO in November 2022, as discussed under “CEO Special Retention Grant” below, to facilitate the retention of our CEO in connection with the Company’s broader succession planning.

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During 2022, Willis Towers’ aggregate fees in connection with advice relating to executive compensation were $64,523. In addition to the engagement described above, Willis Towers provided insurance and health care related consulting services in 2022, and in so doing, billed the Company for fees totaling $194,641. Requests for non-executive compensation consulting services are made to Willis Towers by persons below 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’ executive compensation consulting.

The Committee assessed the independence of Willis Towers and, based on this assessment, the 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 Committee concerning executive compensation matters.

— DETERMINATION OF 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:

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 OptionPersonnel Development Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices. In addition, in 2022, our Compensation and Personnel Development Committee reviewed and considered the results of the independent review conducted by Willis Towers of the total compensation of each of our NEOs, based on peer group pay and industry survey data, but did not implement any changes to 2022 compensation based on the Willis Towers report.

The Committee has chosen incentive operating income targets as the metric to measure performance for each named executive officer. TheNEO. Our NEOs’ compensation of Messrs. Christopher, Martin and Miritello is based upon their oversight of and responsibility for the entire Company. Accordingly, their compensation levels areAs such, it is 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.

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— 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.

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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 2020.2022.” 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 2020,2022 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), which were established by the Committee on February 5, 2020 (as reviewed and revised on July 31, 2020).3, 2022. The table below shows the target annual incentive award for each of our NEOs.

For 2020,2022, the amount of incentive compensation payable to each of our named executive officers was calculated as follows:

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INCENTIVE GRADE LEVEL FACTOR

Set forth below are the incentive grade level factors for each of our NEOs:

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PERFORMANCE FACTOR

Set forth below are the corresponding payout percentages tied to various levels of achievement above or below pre-approved primary 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%94%.

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%

Performance to Target(1)	Payout Percentage	Performance to Target(1)	Payout Percentage
94%	50%	128%	250%
97%	75%	137%	275%
100%	100%	145%	300%
103%	125%	154%	325%
106%	150%	162%	350%
108%	175%	171%	375%
111%	200%	179%	400%
120%	225%

 

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.”

(1)	Performance to target percentages have been rounded to the nearest whole percent for purposes of this 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

Incentive Operating Income Performance Criteria(1)

Incentive Operating Income Performance Target(2)

Weighting

Performance

2022 Achievement Level Over Primary Target

2022 Performance Factor

Gregory L. Christopher

Consolidated Company

$164.9 million

100%

$217.1 million

131%

200%

Consolidated Company

$360 million

100%

$884 million

246%

400%

Jeffrey A. Martin

Consolidated Company

$164.9 million

100%

$217.1 million

131%

200%

Consolidated Company

$360 million

100%

$884 million

246%

400%

Steffen Sigloch

Consolidated Company

$164.9 million

75%

$217.1 million

131%

200%

Consolidated Company

$360 million

100%

$884 million

246%

400%

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%

Consolidated Company

$360 million

100%

$884 million

246%

400%

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.

(2)

The performance targets applicable to our NEOs were established by the Committee on February 3, 2022, and sought to continue the Company’s longstanding approach of establishing ambitious performance goals that would motivate and incentivize our NEOs to deliver value to our stockholders throughout the Company’s fiscal year.

 

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

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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.

20202022 NEO ANNUAL INCENTIVE CALCULATIONS

 

As a result of 20202022 performance, the annual incentive payments for the NEOs were calculated as follows:

 

 

(1)	The target award is determined by multiplying the NEO’s base salaryearnings 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;Company, and ensuring sound and smooth succession and transition planning for the Company and our NEOs; and
3.	Rewarding our NEOs for advancing our long-term financial success and increasing stockholder value.

 

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-basedperformance-based restricted stock and performance-basedtime-based restricted stock, allocated as shown below. To promote our goalIn 2022, to reaffirm the alignment of executivepay and key employee retention, time-basedperformance, the Committee chose to award only performance-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,to our NEOs, which, 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.will cliff vest after a period of three years.

 

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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.

 

In addition, the Committee determined that it was appropriate to award a special grant of performance-based restricted stock to Mr. Christopher in November 2022, as discussed further under “CEO Special Retention Grant” below, to promote retention of Mr. Christopher through the end of fiscal year 2027, and in recognition of Mr. Christopher’s strong and consistent leadership of the Company.

VESTING SCHEDULE FOR TIME-BASED AND PERFORMANCE-BASED RESTRICTED STOCK

 

To foster executive retention, 100% of 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-basedregular annual equity awards given to certain NEOs in 2020 (i.e., Messrs. Christopher, Martin, Sigloch and Miritello), the performance2022, all of which are performance-based, will cliff vest after a 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“2022 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.

 

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PERFORMANCE CRITERIA FOR PERFORMANCE-BASED RESTRICTED STOCK

 

A portion ofOf the long-termannual equity awards granted to Messrs. Christopher, Martin, Sigloch and Miritelloour NEOs in 2022, 100% are performance-based, and vesting is contingent upon the Company’s performance on two metrics: (i)as measured by an adjusted earnings before interest, taxes, depreciation and amortization (EBITDA), metric. This single metric was utilized in 2022 to prioritize management’s enhanced attention to earnings 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 metricscash flow. Specifically, utilizing this metric ensures that annual performance-based awards to these NEOs will only vest based upon the achievement of specified earnings growth targets over a three-year performance period, which for the 20202022 grants, was December 29, 201926, 2021 to December 31, 2022.28, 2024. 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$373.6 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-basedannual 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.target. The tablestable below illustrateillustrates the applicable achievement levels and corresponding vesting percentages for eachbased upon the adjusted EBITDA metric. In both tables, the vesting percentages reflect the 50%-50% weighting of the two metrics. As for each metric, ifIf 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%

ADJUSTED EBITDA METRIC

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

 

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

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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 targetsadjusted EBITDA target established for our performance-basedannual equity grants areis 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.

 

CEO SPECIAL RETENTION GRANT

In November 2022, the Committee determined to award Mr.  Christopher a special, one-time incentive equity grant of restricted stock, which we refer to as the CEO Special Retention Grant. The CEO Special Retention Grant vests based upon the Company’s actual performance as compared with an adjusted EBITDA performance target of $373.6 million over a three-year reference period (December 26, 2021 to December 28, 2024), as well as based on Mr. Christopher’s continued employment with the Company through December 31, 2027 (subject to accelerated vesting on termination of employment due to death or disability, or on a change in control, at the maximum performance level if such event occurs prior to December 28, 2024, or at the actual performance level if such event occurs after December 28, 2024). The adjusted EBITDA performance criteria applicable to the CEO Special Retention Grant are consistent with the performance criteria applicable to the annual long-term equity awards granted to our NEOs in 2022, and adjusted EBITDA performance for purposes of the CEO Special Retention Grant will be assessed in the same manner as the 2022 annual awards. As discussed above under “Performance Criteria for Annual Performance-Based Restricted Stock,” the Committee views adjusted EBITDA as a critical metric to incentivize our NEOs and promote creation of stockholder value. However, to enhance its retentive effect, the time-based, cliff vesting component of the CEO Special Retention Grant extends for a longer duration than the 2022 annual awards, and runs until December 31, 2027.

The award covers 125,000 shares of restricted stock at target performance level, meaning that if 100% of the adjusted EBITDA target is met, the target number of 125,000 shares will be eligible to vest on December 31, 2027. If 80% of the adjusted EBITDA target is met, the threshold number of 62,500 shares will be eligible to vest on December 31, 2027. If 110% of the adjusted EBITDA target is met, the maximum number of 250,000 shares, will be eligible to vest on December 31, 2027.

When considering the CEO Special Retention Grant, the Committee weighed numerous factors, including Mr. Christopher’s exceptional performance and dedication to the Company (as evidenced by his long tenure with the Company, the Company’s strong performance under his leadership as CEO, his prominence within the industry, and his unique ability to generate value for the Company’s stockholders); the need to ensure that Mr. Christopher will remain with the Company for a sufficient period of time to facilitate the transition of the CEO role at the appropriate time; and the need to ensure that the Company’s compensation programs are in alignment with the interests of the Company’s stockholders. Also as part of its consideration process, the Committee engaged Willis Towers to prepare a market analysis on the size, scope and design of special executive awards granted by other companies to address similar retention and succession planning factors.

After careful evaluation and robust discussion, and taking into consideration the independent evaluation performed by Willis Towers, the Committee determined to approve the CEO Special Retention Grant in November 2022. The Committee felt that making the CEO Special Retention Grant was of critical importance and served the best interests of the Company, as the Committee viewed the award as necessary to address the unique retention and succession considerations facing the Company; as being reasonable in size, scope and design; and as being appropriate relative to the Company’s overall pay-for-performance philosophy, given the strong emphasis placed on both Company performance and long-term retention.

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 2020,2022, 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 2020,2022 (and not including the CEO Special Retention Grant (see above)), we granted shares of restricted stockawarded annual grants to our NEOs covering an aggregate of 141,000128,500 shares.

 

Moreover, after careful evaluation of the Company’s future succession and transition planning needs, and in consideration of the vital role Mr. Christopher has played in the Company’s success throughout his career, the Committee approved the CEO Special Retention Grant in November 2022. As discussed above under “CEO Special Retention Grant,” an ultimate goal of this award is to retain Mr. Christopher’s valuable services through the end of fiscal year 2027, which services we anticipate will expand to include facilitating the transition of the Company’s chief executive leadership role.

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 20202022 are set forth in the “Summary Compensation Table for 2020”2022”, 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.business clients.

 

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— 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.For2002. 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 asand expanded the scope of January 1, 2018. As a result, as of 2018, compensation paid to certainthe executive officers in excess of $1,000,000 is nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the executive officerswho are 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.Code.

 

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 consider the impact of Section 162(m) of the Code when determining executive compensation, but 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.

 

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REPORT OF THE COMPENSATION AND STOCK OPTIONPERSONNEL DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATIONREPORT

 

The Compensation and Stock OptionPersonnel Development 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 OptionPersonnel Development Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

 

Scott J. Goldman, Chairman
Gary S. Gladstein Chairman

Scott J. Goldman

Charles P. Herzog, Jr.
Terry Hermanson

 

—	COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

—COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

 

During fiscal year 2020, Gennaro J. Fulvio, Scott J. Goldman2022, Messrs. Gladstein, Hermanson and Charles P. Herzog Jr. served on the Compensation and Stock OptionPersonnel Development Committee. No member of the Compensation and Stock Option Committee was, during fiscal year 2020,2022, 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 2020,2022, 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 2020.2022.

 

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EXECUTIVE COMPENSATION TABLES

 

— SUMMARY COMPENSATION TABLE FOR 20202022

 

The following table shows compensation of our principal executive officer, our principal financial officer, and other named executive officers for the 2020, 20192022, 2021, and 20182020 fiscal years, as applicable.

 

Name and Principal Position		Year		Salary ($)		Bonus ($)		Stock Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		All Other Compensation ($)		Total ($)		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		2022			1,450,000	(2)		—		25,825,500		7,250,000			468,579	(3)		34,994,079
Chief Executive Officer & Chairman		2019		1,250,000		—		4,168,400		2,031,250		615,056		8,064,706		2021			1,376,923			1,450,000		3,259,125		4,302,885			452,834			10,841,767
		2018		1,117,308		—		3,873,600		1,815,625		543,480		7,350,013
Chief Executive Officer & Chairman																2020			1,250,000			300,000		2,220,750		3,125,000			337,398			7,233,148
		2020		400,125	(2)	300,000	(3)	681,030		720,225		85,802	(5)	2,187,182		2022			425,000	(2)		—		3,244,560		1,530,000			149,207	(4)		5,348,767
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
EVP, Chief Financial Officer & Treasurer																2021			425,000			450,000		999,465		956,250			155,458			2,986,173
																2020			400,125			300,000		681,030		720,225			85,802			2,187,182
Steffen Sigloch		2020		344,177	(2)	—		651,420		516,266		127,321	(6)	1,639,184		2022			365,000	(2)		—		2,974,180		1,314,000			181,918	(5)		4,835,098
Chief Manufacturing Officer		2019		339,085		—		627,095		326,921		242,766		1,535,867		2021			365,000			350,000		956,010		804,825			200,848			2,676,683
		2018		328,693		—		807,000		384,571		227,048		1,747,312
Chief Manufacturing Officer																2020			344,177			—		651,420		516,266			127,321			1,639,184
																2022			356,796	(2)		—		1,013,925		1,266,061			37,434	(6)		2,674,216
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
EVP, General Counsel & Secretary																2021			337,615			350,000		304,185		759,634			34,110			1,785,544
																2020			330,000			325,000		177,660		495,000			34,680			1,362,340

 

(1)	This column represents the aggregate grant date fair value of awards granted to our NEOs, including the CEO Special Retention Grant, as discussed in the section entitled “CEO Special Retention Grant”, and assuming, for purposes of any awards subject to performance-based vesting criteria, the probable outcome of the performance conditions. For information on the valuation assumptions with respect to these awards, refer to Note 17 - Stock-Based Compensation to the Company’s Consolidated Financial Statements filed with its Annual Report on Form 10-K for the fiscal year ended December 26, 2020.31, 2022. The amounts above reflect the Company’s aggregate expense for these awards and do not necessarily correspond to the actual value the named executive officers will recognize.
(2)	Effective 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.September 12, 2022, Mr. Miritello’s base salary was increased by 10.0% effective January 1, 2020. Mr. Christopher did not receive any2%. No other NEOs received base salary increase in 2020.increases during the fiscal year ended December 31, 2022.
(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$251,012 in restricted stock dividends, including the Special Dividend (as discussed on page 48 below), and accrued interest in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020.2022. Other compensation also includes $18,315 in premiums on a life insurance policy maintained on his behalf; a $15,803$28,517 reimbursement of the income tax liabilities associated with certain perquisites; $9,774$125,479 in club memberships; $12,253$4,140 in personal tax and estate planning; a $191 executive health physical; $3,238$7,538 in travel expenses for Company-sponsored events; and an $11,400a $12,200 matching contribution to the Company’s 401(k) plan. In addition, Mr. Christopher’s other compensation includes the incremental cost of $35,944$21,378 incurred by the Company in connection with Mr. Christopher’s personal use of the Company aircraft, calculated based on the cost of fuel, crew travel, trip-related maintenance and other similar variable costs. Fixed costs, which do not change based on usage, are excluded as the Company’s aircraft is used predominantly for business purposes.
(5)(4)	Mr. Martin’s other compensation includes $73,105$115,977 in restricted stock dividends, including the Special Dividend, and accrued interest in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020.2022. Other compensation also includes $4,544 in club memberships; $9,999 in travel expenses for Company-sponsored events; a $511$6,487 reimbursement of the income tax liabilities associated with certain perquisites; an $11,400and a $12,200 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).plan.
(6)(5)	Mr. Sigloch’s other compensation includes $106,445$169,718 in restricted stock dividends, including the Special Dividend, and accrued interest in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020.2022. Other compensation also includes an $11,400a $12,200 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.

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(7)	Mr. Miritello was not a NEO in 2018 or 2019. Accordingly, only his compensation for 2020 is listed on this table.plan.
(8)(6)	Mr. Miritello’s other compensation includes $23,280$25,234 in restricted stock dividends, including the Special Dividend, and accrued interest in respect of shares of restricted stock that were unvested at the time the Special Dividend was declared and that vested in 2020.2022. Other compensation also includes an $11,400a $12,200 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● 2023 PROXY STATEMENT     3634

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—20202022 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 26, 2020.31, 2022.

 

				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				Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)						Estimated Future Payouts Under Equity Incentive Plan Awards(2)(3)						All Other Stock Awards: Number of Shares of Stock		Grant Date Fair Value of
Name		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)(3)		Stock Awards ($)		Grant Date		Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		or Units (#)		Stock Awards ($)
Gregory L. Christopher		—		625,000		1,562,500		3,125,000		—		—		—		—		—		—		725,000		1,812,500		7,250,000		—		—		—		—		—
																				8/8/2022		—		—		—		37,500		75,000		150,000		—		10,139,250
		8/7/2020		—		—		—		—		30,000		—		45,000		2,220,750		11/9/2022								62,500		125,000		250,000		—		15,686,250
Jeffrey A. Martin		—		144,045		360,113		720,225		—		—		—		—		—		—		153,000		382,500		1,530,000		—		—		—		—		—
		8/7/2020		—		—		—		—		8,000		—		15,000		681,030		8/8/2022		—		—		—		12,000		24,000		48,000		—		3,244,560
Steffen Sigloch		—		123,904		309,759		619,519		—		—		—		—		—		—		131,400		328,500		1,314,000		—		—		—		—		—
		8/7/2020		—		—		—		—		10,000		—		12,000		651,420		8/8/2022		—		—		—		11,000		22,000		44,000		—		2,974,180
Christopher J. Miritello		—		99,900		247,500		495,000		—		—		—		—		—		—		126,606		316,516		1,266,062		—		—		—		—		—
		8/7/2020		—		—		—		—		2,000		—		4,000		177,660		8/8/2022		—		—		—		3,750		7,500		15,000		—		1,013,925
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 2020.2022. These columns show awards that were possible at the threshold, target and maximum levels of performance for each NEO in 2020,2022, determined by multiplying each named executive officer’s actual base salary paid during 2020,2022, by the named executive officer’s incentive grade level factor, and then by a performance factor of 40% for the threshold level (for 80% achievement of the applicable performance criteria), 100% for the target level (for 100% achievement of the applicable performance criteria), capped at 200% (or, in the case of Mr. Westermeyer, 150%) for the maximum level (for 115% achievement of the applicable performance criteria)400%.
(2)	The vesting of shares of performance-based restricted stock granted to Messrs. Christopher, Martin, Sigloch and Miritello in 2020our NEOs on August 8, 2022 is conditioned upon the Company’s actual performance as compared with certainan adjusted EBITDA and average ROIC targets, each weighted on a 50%-50% basis,performance metric over a three-year reference period (December 29, 201926, 2021 to December 31, 2022)28, 2024). Subject to this performance condition, theseIf 80% of the adjusted EBITDA target is met, the threshold number of shares will vestare eligible for vesting on July 20, 2023. The vesting30, 2025. If 110% of the adjusted EBITDA target is met, the maximum number 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 vestare eligible for vesting on February 28,July 30, 2025. For more information on the performance-based criteria, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.”
(3)	SharesThe vesting of time-based restricted stock grantedthe CEO Special Retention Grant is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA performance metric over a three-year reference period (December 26, 2021 to Messrs. Christopher and Martin will vest 30%December 28, 2024). If 80% of the adjusted EBITDA target is met, the threshold number of shares are eligible for vesting on eachDecember 31, 2027. If 110% of July 30, 2023 and July 30, 2024, and 40%the adjusted EBITDA target is met, the maximum number of shares are eligible for vesting on July 30, 2025. Shares of time-based restricted stock granted to Messrs. Sigloch, Miritello and Westermeyer will vest 100%December 31, 2027. For more information 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.the performance-based criteria, please see the section entitled “CEO Special Retention Grant.

 

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.

 

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 bonus 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 a maximum annual bonus of 250% of base salary when performance equals or exceeds 125% of the applicable performance objectives. The actual annual bonus payable to Mr. Christopher will be based upon the actual level of achievement of annual Company and individual performance objectives for the applicable year, as determined by the Committee. In addition, during the term of Mr. Christopher’s employment, the Company will maintain a term life insurance policy for him 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 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: (i) any accrued but unpaid compensation and benefits; (ii) any unpaid annual bonus with

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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 70^th birthday, his spouse’s 70^thbirthday, and the 3^rd anniversary of such termination.

 

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Additionally, if Mr. Christopher’s employment is terminated by the Company without “cause” or by Mr. Christopher for “good reason” (as defined in the Employment Agreement), and 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 60^th 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 60^th day following such termination. The Employment Agreement does not provide for any “single-trigger” severance payments or benefits.

 

The Employment 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 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, Sigloch and Miritello

 

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 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 will 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). On February 22, 2022, the Company entered into amended change in control agreements with Messrs. Martin and Miritello, pursuant to which, if, upon or within three 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, each executive is entitled to three times the executive’s base salary and three times the executive’s average annual bonus, as outlined in the foregoing. 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.agreement, as amended. The Company entered into a substantially similar amended change in control agreement with Mr. Sigloch on July 18, 2022. The agreements also provide that for two years following termination under the circumstances described above, each of Messrs. Martin, Sigloch and Miritello will receive (subject to the 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 Company, reimbursement for COBRA premiums) for two years following such termination. We are not party to an employment or change in control agreement with Mr. Westermeyer.

 

Further, the amended agreements with Messrs. Martin and Miritello provide that if either executive is terminated without “cause,” notwithstanding the non-occurrence of a “change in control,” he is entitled to (i) an amount equal to two times the executive’s base salary (as in effect immediately prior to 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 such termination occurs.

2019 and 2014 Incentive Plans

 

In 2020,2021, 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 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 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 or any other similar corporate transaction or event. The 2019 Plan reserved 2,000,000 shares of our Common Stock for issuance, subject to adjustments under similar circumstances.

 

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     3836

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—OUTSTANDING EQUITY AWARDS AT FISCAL 20202022 YEAR-END

 

The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 26, 2020.31, 2022.

 

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

				Option Awards(1)								Stock Awards
Name		Grant Date		Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested (#)		Market Value of Shares or Units of Stock That Have Not Vested ($)		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)(3)(4)		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)
Gregory Christopher(6)		07/27/2017		—		—		—		—		—		—		8,000		472,000
		07/26/2018		—		—		—		—		28,000		1,652,000		50,000		2,950,000
		07/25/2019		—		—		—		—		49,000		2,891,000		66,000		3,894,000
		08/07/2020		—		—		—		—		45,000		2,655,000		60,000		3,540,000
		08/02/2021		—		—		—		—		—		—		150,000		8,850,000
		08/08/2022										—		—		150,000		8,850,000
		11/09/2022(5)										—		—		250,000		14,750,000
Jeffrey Martin		07/27/2017		—		—		—		—		—		—		7,000		413,000
		07/26/2018(7)		—		—		—		—		4,800		283,200		6,000		354,000
		08/08/2019(9)		—		—		—		—		8,400		495,600		6,000		354,000
		08/07/2020(11)		—		—		—		—		15,000		885,000		16,000		944,000
		08/02/2021		—		—		—		—		—		—		46,000		2,714,000
		08/08/2022		—		—		—		—		—		—		48,000		2,832,000
Steffen Sigloch		07/27/2017		—		—		—		—		—		—		10,000		590,000
		07/26/2018(7)		—		—		—		—		6,000		354,000		10,000		590,000
		08/08/2019(9)		—		—		—		—		9,100		536,900		10,000		590,000
		08/07/2020(12)		—		—		—		—		12,000		708,000		20,000		1,180,000
		08/02/2021		—		—		—		—		—		—		44,000		2,596,000
		08/08/2022		—		—		—		—		—		—		44,000		2,596,000
Christopher J. Miritello		09/14/2015		11,666		—		$24.58		09/14/2025		—		—		—		—
		07/27/2017		—		—		—		—		—		—		2,000		118,000
		07/26/2018(8)		—		—		—		—		4,500		265,500		—		—
		08/08/2019(10)		—		—		—		—		2,500		147,500		2,500		147,500
		08/07/2020(12)		—		—		—		—		4,000		236,000		4,000		236,000
		08/02/2021		—		—		—		—		—		—		14,000		826,000
		08/08/2022										—		—		15,000		885,000

 

(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● 2023 PROXY STATEMENT     3937

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(2)	The vesting of shares of performance-based restricted stock granted to all NEOs during 2016 through 2019in 2016-2019 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 iswas February 28, 2023, and the reference period iswas 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 iswas February 28, 2023, and the reference period iswas December 30, 2017, to the last day of the 2022 fiscal year. (Accordingly, the performance-based restricted stock granted in 2017 and 2018 are reported in the table as units of stock that have not vested, rather than as unearned equity incentive plan awards.) 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)
(3)	The vesting of shares of performance-based restricted stock granted to Messrs. Christopher, Martin, Siglochour NEOs in 2020 and Miritello in 20202021 is conditioned upon the Company’s actual performance as compared with certain adjusted EBITDA and average ROIC targets, each weighted on a 50%-50% basis, over a three-year reference period. For the performance-based stock granted in 2020, the vesting date, subject to achievement of the performance condition, is July 30, 2023, and the reference period (Decemberis from December 29, 2019 to December 31, 2022). Subject2022. For the performance-based restricted stock granted in 2021, the vesting date, subject to thisachievement of the performance condition, theseis July 30, 2024, and the reference period is from December 27, 2020 to December 30, 2023. To the extent the Company’s actual performance during the applicable reference periods exceeds the performance condition, our NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for achievement of 110% of each of the adjusted EBITDA and average ROIC targets). The values reflected in this table reflect the Company’s current estimate that the maximum award will vest on July 20, 2023. be achieved.
(4)	The vesting of shares of performance-based restricted stock granted to Mr. Westermeyerour NEOs in 20202022 is conditioned upon the operating incomeCompany’s actual performance of various businesses overseen by Mr. Westermeyer as compared with an adjusted EBITDA target. The vesting date, subject to an operating income target during the fiscal year endingachievement of the performance condition, is July 30, 2025, and the reference period is from December 26, 2021 to December 28, 2024. Subject to thisTo the extent the Company’s actual performance during the applicable reference period exceeds the performance condition, theseour NEOs are eligible to receive a maximum award of up to 200% of the shares granted (i.e., for achievement of 110% of the adjusted EBITDA target). The values reflected in this table reflect the Company’s current estimate that the maximum award will vest on February 28, 2025.be achieved. For more information on the performance-based criteria, please see the section entitled “Performance Criteria for Performance-Based Restricted Stock.”
(5)	The vesting of the CEO Special Retention Grant is conditioned upon the Company’s actual performance as compared with an adjusted EBITDA target. The vesting date, subject to the achievement of the performance condition, is December 31, 2027, and the reference period is from December 26, 2021 to December 28, 2024. For more information on the performance-based criteria, please see the section entitled “CEO Special Retention Grant.
(4)(6)	Shares of time-based restricted stock granted to Mr. Christopher vested or will vest 30% on each of the third and fourth anniversaries of the vesting commencement date (July 30 of the year of grant), and 40% on the fifth anniversary of the vesting commencement date, in each case, subject to earlier vesting in connection with a change in control or a termination of employment due to death disability,or disability. The shares of time-based restricted stock granted to Mr. Christopher in 2017 are also subject to earlier vesting in connection with a termination of employment by us without cause or by Mr. Christopher for good reason.
(7)
(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 controlvested 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.
(8)
(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.
(9)
(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.
(10)
(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.
(11)
(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.
(12)
(13)	Shares of time-based restricted stock will vest 100% on July 30, 2025, subject to earlier vesting in connection with a change in control or a termination of employment due to death or disability. 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

—2022 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, 2020.31, 2022.

 

		Option Awards				Stock Awards				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)		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		—		—		76,000		4,991,620
Jeffrey A. Martin		5,533		149,116		16,600		520,444		—		—		19,200		1,205,264
Steffen Sigloch		—		—		24,400		755,476		—		—		26,400		1,647,048
Christopher J. Miritello		—		—		5,200		149,688		3,000		110,051		2,800		167,276
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)
(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● 2023 PROXY STATEMENT     4038

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—	POTENTIAL PAYMENTS UPON TERMINATION OF EMPLOYMENT OR CHANGE IN CONTROL AS OF THE ENDOF 20202022

 

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, 2020,31, 2022, 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

Name		Triggering Event		Salary &  Bonus  ($)				Benefits ($)				Accelerated Vesting of Equity Awards ($)				Total ($)
Gregory L. Christopher		Termination Without Cause or for Good Reason			17,037,500	(1)			259,463	(3)			—				17,296,963
		Termination Due to Death or Disability			7,250,000	(2)			259,463	(3)			51,474,872	(4)			58,984,335
		Change in Control			—				—				51,474,872	(4)			51,474,872
		Termination Without Good Reason			—				259,463	(3)			—				259,463
Jeffrey A. Martin		Termination Without Cause or for Good Reason following a Change in Control			2,987,650	(5)			36,544	(5)			9,488,264	(4)			12,512,458
		Termination Due to Death or Disability			—				—				9,488,264	(4)			9,488,264
		Change in Control			—				—				9,488,264	(4)			9,488,264
Steffen Sigloch		Termination Without Cause or for Good Reason following a Change in Control			2,486,727	(5)			36,544	(5)			9,983,392	(4)			12,506,663
		Termination Due to Death or Disability			—				—				9,983,392	(4)			9,983,392
		Change in Control			—				—				9,983,392	(4)			9,983,392
Christopher J. Miritello		Termination Without Cause or for Good Reason following a Change in Control			2,394,055	(5)			36,544	(5)			2,928,180	(4)			5,358,779
		Termination Due to Death or Disability			—				—				2,928,180	(4)			2,928,180
		Change in Control			—				—				2,928,180	(4)			2,928,180

 

(1)	Includes the value of continuation of base salary and annual incentive compensation (determined based upon Mr. Christopher’s 20202022 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 20202022 bonus paid pursuant to our 20202022 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)
(2)	Includes the value of a pro-rata bonus for the year of termination. The pro-rata bonus amount listed represents Mr. Christopher’s 20202022 bonus paid pursuant to our 20202022 annual incentive program.
(3)
(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)
(4)	Includes the value of accelerated vesting of unvested shares of restricted stock as of December 26, 2020,31, 2022, based on a per share value of $34.91.$59.00. Unvested shares of restricted stock granted to NEOs will vest automatically in connection with a termination due to death or disability or a change in control. Mr. Christopher is also entitled to accelerated vesting of certain of his awards (excluding, among others, the CEO Special Retention Grant) upon an involuntary termination without cause or a resignation for good reason. Payments to which named executive officers are entitled upon the accelerated vesting of restricted stock included payments associated with declared dividends and interest.
(5)
(5)	Includes the value of: (i) two times the executive’s base salary as in effect on December 26, 2020;31, 2022; (ii) two times the average annual bonus actually paid to the executive for the three calendar years preceding December 26, 2020;31, 2022; and (iii) the value of continued participation in Company’s group health plan for a period of two years. All amounts are payable on an involuntary termination without cause or upon a resignation by the executive for good reason that occurs upon or within two years following a change in control. As of December 31, 2022, Messrs. Martin, Sigloch and Miritello arewere not entitled to any amounts in connection with such an involuntary termination that occursoccurring outside of this two-year, post-change in control window.
(6)	Mr. Westermeyer is not party For additional details on the changes to the payments and benefits that may become payable to Messrs. Martin, Sigloch and Miritello on a qualifying termination, see the summary of the change in control agreement or an employment agreement.agreements contained in the Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table above.

 

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     4139

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— PAY VERSUS PERFORMANCE TABLE

										Value of Initial Fixed $100 Investment Based on:
Year (a)		Summary Compensation Table Total for PEO ($) (b)		Compensation Actually Paid to PEO ($) (c)		Average Summary Compensation Total for Non-PEO NEOs ($) (d)		Average Compensation Actually Paid to Non-PEO NEOs ($) (e)		Total Shareholder Return ($) (f)		Dow Jones U.S. Building Materials & Fixtures Index ($) (g)		Net Income ($ 000’s) (h)		Operating Income ($000’s) (i)
2022		34,994,079		39,921,017		4,286,027		5,542,672		104		74		658,316		877,149
2021		10,841,767		21,073,541		2,482,800		4,483,255		170		144		468,520		655,845
2020		7,233,148		8,624,330		1,729,569		2,019,211		112		126		139,493		245,838

Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for our CEO, Mr. Christopher, for the respective years shown.

Column (c). “Compensation actually paid” to our CEO in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (b) of the above do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable year. For information regarding the decisions made by our Compensation & Personnel Development Committee with respect to the CEO’s compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.

Year		2020		2021		2022
CEO		Mr. Christopher		Mr. Christopher		Mr. Christopher
SCT Total Compensation ($)		7,233,148		10,841,767		34,994,079
Less: Stock and Option Award Values Reported in SCT for the Covered Year $)		(2,220,750	)	(3,259,125	)	(25,825,500	)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)		2,638,875		4,425,375		23,595,500
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		1,152,600		8,483,199		6,564,886
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		(179,543	)	582,325		592,052
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		—		—		—
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)		—		—		—
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)		—		—		—
Compensation Actually Paid ($)		8,624,330		21,073,541		39,921,017

Equity Valuations: For 2022, performance-based restricted share unit grant date fair values are calculated using the average high/low stock price as of the date of grant assuming maximum performance. For 2021 and 2020, performance-based restricted share unit grant date fair values are calculated using the average high/low stock price as of the date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest. Time-vested restricted share unit grant date fair values are calculated using the average high/low stock price as of date of grant. Adjustments have been made using the average high/low stock price as of year-end and as of each date of vest.

Column (d). The following non-CEO NEOs are included in the average figures shown for each of 2022, 2021 and 2020: Mr. Martin, Mr. Sigloch and Mr. Miritello.

Column (e). Average “compensation actually paid” for our non-CEO NEOs in each of 2022, 2021 and 2020 reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules. For awards with dividend rights, these amounts are paid in cash once the underlying award vests, and are incorporated as applicable in the table below. The dollar amounts reflected in column (d) of the above do not reflect the actual amount of compensation earned by or paid to our non-CEO NEOs during the applicable year. For information regarding the decisions made by our Compensation & Personnel Development Committee with respect to our non-CEO NEOs’ compensation for each fiscal year, please see the Compensation Discussion & Analysis sections of the proxy statements reporting pay for the fiscal years covered in the table above.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     40

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Year		2020 Average		2021 Average		2022 Average
Non-CEO NEOs		See column (d) note		See column (d) note		See column (d) note
SCT Total Compensation ($)		1,729,569		2,482,800		4,286,027
Less: Stock and Option Award Values Reported in SCT for the Covered Year $)		(503,370	)	(753,220	)	(2,410,888	)
Plus: Fair Value for Stock and Option Awards Granted in the Covered Year ($)		598,118		1,022,753		2,109,505
Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years ($)		203,627		1,511,873		1,481,643
Change in Fair Value of Stock and Option Awards from Prior Years that Vested in the Covered Year ($)		(8,733	)	219,049		76,385
Less: Fair Value of Stock and Option Awards Forfeited during the Covered Year ($)		—		—		—
Less: Aggregate Change in Actuarial Present Value of Accumulated Benefit Under Pension Plans ($)		—		—		—
Plus: Aggregate Service Cost and Prior Service Cost for Pension Plans ($)		—		—		—
Compensation Actually Paid ($)		2,019,211		4,483,255		5,542,672

Equity Valuations: See method as described in Column (c) note.

Column (f). For the relevant fiscal year, represents the cumulative total shareholder return (TSR) of the Company for the measurement periods ending on December 31, 2022, December 25, 2021 and December 26, 2020, respectively.

Column (g). For the relevant fiscal year, represents the TSR of the Dow Jones U.S. Building Materials & Fixtures index ending on each of December 31, 2022, December 25,2021 and December 26, 2020.

Column (h). Reflects “Net Income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports for the measurement periods ending on December 31, 2022, December 25, 2021 and December 26, 2020, respectively.

Column (i). The Company-selected measure is operating income.

Relationship between Pay and Performance

Below are graphs showing the relationship of “compensation actually paid” (CAP) to our CEO and other NEOs in 2020, 2021 and 2022 to (i) TSR of both the Company and the Dow Jones U.S. Building Materials & Fixtures index, (ii) the Company’s net income, and (iii) the Company’s operating income.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     41

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MUELLER INDUSTRIES● 2023 PROXY STATEMENT     42

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Pay Ratio

In 2022, the total compensation of Mr. Christopher, our Chief Executive Officer, was $34,994,079 as reported in the “Summary Compensation Table for 2022.” Based on the methodology described below, we determined that the median employee in terms of total 2022 compensation of all of our employees (other than Mr. Christopher) received an estimated $42,173 in total compensation for 2022. Therefore, the estimated ratio of 2022 total compensation of Mr. Christopher to the median employee was 830:1.

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 2022 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, 2022, which consisted of approximately 5,137 employees.
•	For each employee (other than Mr. Christopher), we determined the sum of his or her base salary for 2022, and incentive awards for 2022. Comparing the sums, we identified an employee whose compensation best reflects the Company employees’ median 2022 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 2022 total compensation was $42,173 using the approach required by the SEC when calculating our named executive officers’ compensation, as reported in the Summary Compensation Table.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     43

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

In accordance with Section 14A of the Exchange Act, stockholders are being asked to vote on an advisory, non-binding basis, on the frequency with which the Company should hold future advisory votes on the compensation of the Company’s NEOs. Stockholders may vote to hold an advisory vote on NEO compensation every year, every two years, or every three years.

Consistent with the results of the 2017 advisory vote on the frequency of the stockholder vote on NEO compensation at the Company’s 2017 Annual Meeting, the Company has presented a proposal for an advisory vote on named executive officer compensation to stockholders each year.

The Board of Directors believes that an annual advisory vote on executive compensation will give the Company’s stockholders the best opportunity to provide the Company with direct input each year on the Company’s compensation philosophy, policies and practices as disclosed in the proxy statement. Therefore, the Board of Directors recommends that stockholders vote to hold future advisory votes on the compensation of the Company’s NEOs every year. Although the stockholder vote on the frequency of advisory votes on NEO compensation is not binding on the Board of Directors or the Company, the Board of Directors and the Compensation and Personnel Development Committee will review the results of the vote and take them into consideration in determining how frequently to hold future advisory votes on NEO compensation. The option that receives the greatest number of votes cast by our stockholders will be considered when determining the frequency for holding future advisory votes on our NEOs’ compensation.

THEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE TO HOLD FUTUREADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS EVERY YEAR.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     44

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PRINCIPAL STOCKHOLDERS

 

As of March 19, 2021,13, 2023, 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)

Name and Address of Beneficial Owner	Shares Beneficially Owned		Percent of Class
Blackrock, Inc. 55 East 52nd Street New York, NY 10055	9,011,331(1)		15.8%(2)
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	6,221,492(3)		10.9%(2)
GAMCO Investors, Inc. One Corporate Center Rye, NY 10580	4,591,767(4)		8.1%(2)
Allspring Global Investments Holdings, LLC 525 Market Street, 10th Floor San Francisco, CA 94015	3,543,586(5)		6.2%(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, 2021.23, 2023. 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 8,580,3448,898,327 and 8,682,635,9,011,331, 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)
(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, 2020.31, 2022. The difference in the total number of shares outstanding on December 26, 202031, 2022 and March 19, 202113, 2023 does not materially affect the percentage of ownership of the class.
(3)	This information is based on a Schedule 13G/A filed by The Vanguard Group, Inc. (“VGI”) with the SEC on February 9, 2023. According to the Schedule 13G/A, VGI has sole dispositive power with respect to 6,114,622 of the shares shown. VGI also has shared voting power with respect to 59,177 of the shares shown, and shared dispositive power with respect to 106,870 of the shares shown.
(3) (4)	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, 2020.23, 2022. The Schedule 13D/A reported that GAMCO Asset Management Inc. (“GAMCO”) beneficially owns 3,440,5282,671,967 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 3,0001,843,500 of the shares reported; GGCP, Inc. (“GGCP”) beneficially owns 22,00013,500 of shares reported; Mario J. Gabelli (“Gabelli”) beneficially owns 500 of the shares reported; Gabelli Foundation, Inc. beneficially owns 7,0002,300 of the shares reported; MJG Associates, Inc. beneficially owns 97,20060,000 of the shares reported; and Associated Capital Group, Inc. beneficially owns 4,000500 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 256,80069,300 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.
(5)
(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 & CompanyAllspring Global Investments Holdings, LLC (“AGIH”) on February 12, 2021. Wells FargoJanuary 13, 2023. AGIH filed this Schedule 13G on its own behalf and on behalf of certain of its subsidiaries.affiliates, including Allspring Global Investments, LLC and Allspring Funds Management, LLC (collectively with AGIH, “Allspring”). The Schedule 13G reported that prior to its sale on November 1, 2021, AGIH was a subsidiary of Wells Fargo & Company, and that prior to that date, its holdings were included on Schedules 13G filed by Wells Fargo & Company, LLC. The Schedule 13G reported that Allspring 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 voting3,416,235 and shared dispositive power with respect to 722,965 and 3,961,446,3,543,586, 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● 2023 PROXY STATEMENT     4245

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BENEFICIAL OWNERSHIP OF COMMON STOCK BY INSIDERS

The following table sets forth, as of the close of business on March 19, 2021,13, 2023, information about the 1,674,4711,687,795 shares of Common Stock (calculated based on 57,120,30456,986,044 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”2022” 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

Common Stock Beneficially Owned as of March 13, 2023

Percent of Class

Chairman and Chief Executive Officer

Gregory L. Christopher(1)

689,965

1.2%

813,359

1.4

%

Independent Directors

Elizabeth Donovan(2)

14,000

*

25,000

*

Gennaro J. Fulvio(3)

64,754

*

William C. Drummond(3)

3,200

Gary S. Gladstein(4)(5)

160,296

*

180,695

*

Scott J. Goldman(5)(6)

55,544

*

60,145

*

John B. Hansen(6)(7)

84,885

*

82,107

*

Terry Hermanson(7)(8)

49,126

*

58,126

*

Charles P. Herzog, Jr.(8)(9)

31,048

*

38,024

*

Section 16 Officers

Devin Malone

37,083

*

President - Streamline since January 1, 2019; age 39(9)

Jeffrey A. Martin

166,246

*

194,783

*

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)

Executive Vice President, Chief Financial Officer and Treasurer since February 14, 2013; age 56(11)

Christopher J. Miritello

41,340

*

53,979

*

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)

Executive Vice President, General Counsel and Secretary since January 1, 2017; age 40(13)

Steffen Sigloch

159,846

*

178,277

*

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)

Chief Manufacturing Officer since May 4, 2017; age 54(15)

SECTION 16 OFFICERS AND DIRECTORS AS A GROUP

1,674,471

2.9%**

1,687,795

3.0%

**

 

*	Less than 1%
**
**	Includes 226,830158,776 shares of Common Stock which are subject to currently exercisable stock options and 767,400724,300 shares of non-vested restricted stock held by executive officers and directors of the Company.

MUELLER INDUSTRIES  •  2021 PROXY STATEMENT     43

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(1)	The number of shares of Common Stock beneficially owned by Mr. Christopher includes (i) 415,000493,000 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)
(2)	The number of shares of Common Stock beneficially owned by Ms. Donovan includes (i) 10,00014,000 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) 2,0003,000 shares of non-vested restricted stock.
(3)
(3)	The number of shares of Common Stock beneficially owned by Mr. FulvioDrummond 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) 2,0003,000 shares of non-vested restricted stock.
(4)
	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) 45,33339,555 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,0003,000 shares of non-vested restricted stock.

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     46

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(5)	The number of shares of Common Stock beneficially owned by Mr. Goldman includes (i) 40,44439,555 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,0003,000 shares of non-vested restricted stock.
(6)
(6)	The number of shares of Common Stock beneficially owned by Mr. Hansen includes (i) 25,77816,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 13,00012,500 shares of Common Stock owned by a trust where his wife and children serve as beneficiaries and (iii) 2,0003,000 shares of non-vested restricted stock.
(7)
(7)	The number of shares of Common Stock beneficially owned by Mr. Hermanson includes (i) 16,00020,000 shares of Common Stock which are subject to currently exercisable stock options and (ii) 2,0003,000 shares of non-vested restricted stock.
(8)
(8)	The number of shares of Common Stock beneficially owned by Mr. Herzog includes (i) 14,00018,000 shares of Common Stock which are subject to currently exercisable stock options, (ii) 9,0005,000 shares of Common Stock owned by a trust of which Mr. Herzog’s children are beneficiaries; (iii) 8,000 shares of Common Stock owned by a trust of which Mr. Herzog’s spouse is beneficiary and (iii) 2,000(iv) 3,000 shares of non-vested restricted stock.
(9)
(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) 74,246105,583 shares of Common Stock owned jointly between Mr. Martin and his wife and (ii) 92,00089,200 shares of non-vested restricted stock.
(10)
(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) 14,66611,666 shares of Common Stock which are subject to currently exercisable stock options and (ii) 21,70030,000 shares of non-vested restricted stock.
(11)
(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 117,50091,100 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     44DELINQUENT SECTION 16(a) REPORTS

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—	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 2020,2022, all filing requirements applicable to its officers, directors and ten percent stockholders were complied with, except as follows:with.

 

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● 2023 PROXY STATEMENT     4547

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INFORMATION ABOUT VOTING AND THE ANNUAL MEETINGADDITIONAL MATTERS

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 held 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

VOTING SECURITIES

 

At the close of business on the Record Date, there were 57,120,30456,986,044 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. The 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”, which have been called for full redemptionwere fully redeemed by the Company 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 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.

 

MUELLER INDUSTRIES

  •  —2021 PROXY STATEMENT     46STOCKHOLDER NOMINATIONS FOR BOARD MEMBERSHIP AND OTHER PROPOSALS FOR THE 2024 ANNUAL MEETING

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—	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 6, 20214, 2023 will be held on or about May 5, 2022.9, 2024. 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 2022,2024, no earlier than December 6, 20212023 and no later than January 5, 2022.2024. Such notice must contain the information required by our Bylaws, including the information required by Rule 14a-19 of the Exchange Act in the case of a stockholder who intends to solicit proxies in support of director nominees other than the Company’s nominees (unless such solicitation would not be subject to Rule 14a-19 under the Exchange Act). 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 2022,2024, such proposal must be received by the Secretary of the Company by December 2, 2021November 24, 2023 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 20222024 is changed to a date more than 30 days earlier or later than May 5, 2022,9, 2024, 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.

 

If a stockholder intends to present a proposal at the 2024 Annual Meeting without any discussion of the proposal in our proxy statement, and the stockholder does not notify us of such proposal on or before February 7, 2024 as required by SEC Rule 14a-4(c)(1), then proxies received by us for the 2024 Annual Meeting will be voted by the persons named as such proxies in their discretion with respect to such proposal. Notice of any such proposal is to be sent to the address set forth below.

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     4748

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ADDITIONALOTHER 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.

 

Consolidated financial statements for the Company are included in the Annual Report to Stockholders for the year ended December 26, 202025, 2021 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  26, 202025, 2021 (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 (150 SCHILLING BOULEVARD, SUITE 100, COLLIERVILLE, TENNESSEE 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.

 

MUELLER INDUSTRIES● 2023 PROXY STATEMENT     49

—	NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2021 ANNUAL MEETING TO BE HELD ON MAY 6, 2021

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

 

The Proxy Statement and Annual Report are available at: http://www.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 and “Advisory Vote on Frequency of the Stockholder Vote on the Compensation of the Company’s Named Executive Officers.”

 

—	HOUSEHOLDING OF ANNUAL MEETING MATERIALS

—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

 

MUELLER INDUSTRIES  •  2021● 2023 PROXY STATEMENT     4850

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ANNUAL MEETING

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The Annual Meeting of Stockholders will be held at the Company’s headquarters at 150 Schilling Boulevard, Second Floor, Collierville, TN 38017, 8:00 a.m. local time (CDT), May 4, 2023.

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CAPITAL STOCK INFORMATION

The Company declared and paid a quarterly cash dividend of 25 cents per common share in each quarter of 2022. Payment of dividends in the future is dependent upon our financial condition, cash flows, capital requirements, and other factors.

COMMON STOCK

As of February 17, 2023, the number of holders of record of Mueller’s common stock was approximately 586.

NEW YORK STOCK EXCHANGE

On February 17, 2023, the closing price for Mueller’s common stock on the New York Stock Exchange was $74.53.

FORM 10-K

The Company’s Annual Report on Form 10-K is available on the Company’s website at www.muellerindustries.com or upon written request:

c/o Mueller Industries, Inc.
Attention: Investor Relations
150 Schilling Blvd., Suite 100
Collierville, TN 38017

NYSE CERTIFICATIONS

The Company submitted an unqualified Section 12(a) CEO Certification to the NYSE in 2022. The Company filed with the SEC the CEO/CFO Certifications required under Section 302 of the Sarbanes-Oxley Act as an exhibit to the Company’s Annual Report on Form 10-K for 2022 and 2021.

MARKET FOR MUELLER INDUSTRIES SECURITIES

Common stock is traded on the NYSE (MLI).

TRANSFER AGENT, REGISTRAR & PAYING AGENT

To notify the Company of address changes, lost certificates, dividend payments, or account consolidations, security holders should contact:

American Stock Transfer & Trust Company, LLC

Shareholder Services Department

6201 15^th Avenue

Brooklyn, NY 11219

Toll Free: (800) 937-5449

Local & International: (718) 921-8124

Email: help@astfinancial.com

Website: www.astfinancial.com

BOARD OF DIRECTORS

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

Gary S.Gladstein

Scott J. Goldman
John B. Hansen
Charles P. Herzog, Jr.

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