Exhibit 97.1
Excess Incentive-Based Compensation Recoupment Policy
of
Miller Industries, Inc.
Effective: November 6, 2023
This Excess Incentive-Based Compensation Recoupment Policy (this “Policy”) has been adopted by the Board of Directors of Miller Industries, Inc., a Tennessee corporation (the “Company”), effective as of November 6, 2023 (the “Effective Date”).
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The Committee may not seek to reduce any future amount payable or to be provided to the Covered Executive that is considered “non-qualified deferred compensation” under Section 409A of the Internal
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Revenue Code of 1986, as amended (the “Code”) and the regulations and guidance promulgated under that section. Any Excess Incentive-Based Compensation that is considered “non-qualified deferred compensation” under Section 409A and to which this Policy is applicable is instead subject to forfeiture.
There will be no duplication of Recoupment under this Policy and any of 15 U.S.C. Section 7243 (Section 304 of the Sarbanes-Oxley Act of 2002) or Section 10D of the Exchange Act and Rule 10D-1 thereunder.
[Acknowledgment Page Follows]
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Acknowledgement
to
Excess Incentive-Based Compensation Recoupment Policy
of
Miller Industries, Inc.
I, the undersigned, agree and acknowledge that I am fully bound by, and subject to, all of the terms and conditions of the Policy (as may be amended, restated, supplemented or otherwise modified from time to time). In the event of any inconsistency between the Policy and the terms of any employment agreement to which I am a party, or the terms of any compensation plan, program or agreement under which any compensation has been granted, awarded, earned or paid, the terms of the Policy shall govern. In the event it is determined by the Committee that any amounts granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the terms of the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Any capitalized terms used in this Acknowledgment without definition shall have the meaning set forth in the Policy.
______________________________
[Print Name]
______________________________
[signature]
Date: _________________________
[Acknowledgment Page to Excess Incentive-Based Compensation Recoupment Policy]