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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Filed by the Registrant þ Filed by a Party other than the Registrant ◻

Check the appropriate box:

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miller industries, inc.

(Name of Registrant as Specified in Its Charter)

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

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Payment of Filing Fee (Check the appropriate box):

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NOTICE

OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF MILLER INDUSTRIES, INC.

You are cordially invited to the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Miller Industries, Inc., a Tennessee corporation (“Miller Industries” or the “Company”):

ITEMS OF BUSINESS:

Only shareholders of record at the close of business on May 6, 2024 are entitled to notice of and to vote at the Annual Meeting. Your attention is directed to the proxy statement accompanying this notice for a complete statement regarding matters to be acted upon at the Annual Meeting.

By order of the Board of Directors

/s/ Frank Madonia

Executive Vice President, Secretary and General Counsel

Ooltewah, Tennessee

April 26, 2024

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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD June 21, 2024

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PROXY SUMMARY

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Miller Industries, Inc. (the “Company” or “Miller Industries”) for use at the Company’s 2024 annual meeting of shareholders (the “Annual Meeting”) to be held at the Hilton Garden Inn Hotel, 879 College Drive, Dalton, Georgia 30720, on Friday, June 21, 2024, at 9:00 a.m. (Eastern Time), and any adjournments or postponements thereof. It is anticipated that this proxy statement and the accompanying proxy card will first be mailed to shareholders on or about May 13, 2024.

Only holders of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at the close of business on May 6, 2024 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. Once the Record Date has passed, the Company intends to supplement this proxy statement with the number of shares of Common Stock issued and outstanding at the close of business on the Record Date, which shares will be entitled to be voted at the Annual Meeting. As of April 22, 2024, the Company had issued and outstanding 11,469,960 shares of Common Stock. A list of all shareholders entitled to vote will be available for inspection at the Annual Meeting.

Voting Procedures

A majority of shares entitled to vote and represented in person or by proxy at the Annual Meeting will constitute a quorum. Abstentions and broker non-votes will be counted for the purpose of determining a quorum. Each outstanding share of Common Stock is entitled to one vote.

For all proposals in this proxy statement, abstentions are not considered “votes cast” and, therefore, will not have an effect on the results of the votes on any proposals in this proxy statement. Below are the proposals to be voted on at the Annual Meeting:

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Broker non-votes are not considered “votes cast” and, therefore, will not have an effect on the results of the vote with respect to any proposal in this proxy statement. A broker non-vote occurs when a proxy received from a broker or other nominee holding shares on behalf of a client does not contain voting instructions on a non-routine matter because the broker or nominee has not received specific voting instructions from the client with respect to such non-routine matter. Proposal 1 and Proposal 2 are non-routine matters and accordingly, the brokerage firm cannot vote your shares on those proposals without your instructions.

If you hold shares of Common Stock in your own name as holder of record as of the close of business on May 6, 2024, then you may give a proxy to be voted at the Annual Meeting in any of the following ways: (i) over the telephone by calling a toll-free number; (ii) electronically, using the Internet; or (iii) by completing, signing and dating the enclosed printed proxy card and returning it in the postage-paid return envelope provided. If you are a shareholder of record and would like to submit your proxy vote by telephone or Internet, you should refer to the specific instructions provided on the enclosed proxy card. If you are a shareholder of record and wish to submit your proxy by mail, you should complete, sign, date and return the proxy card in accordance with the instructions thereon prior to the Annual Meeting. Additionally, a holder of record may vote in person by attending the Annual Meeting and completing a ballot at the Annual Meeting. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you hold shares of Common Stock through a broker or other nominee (i.e., in “street name”), the broker or nominee should provide instructions on how you may instruct the broker or other nominee to vote those shares on your behalf.

A shareholder of record who votes over the Internet or by telephone may revoke the proxy by: (i) attending the Annual Meeting, notifying the Secretary of the Company (or his delegate), and voting in person; or (ii) voting again over the Internet or by telephone by no later than 11:59 p.m. (Eastern Time) on June 20, 2024. A shareholder of record who signs and returns a proxy card may revoke such shareholder’s proxy at any time before it has been exercised by: (i) attending the Annual Meeting, notifying the Secretary of the Company (or his delegate), and voting in person; (ii) filing with the Secretary of the Company a written revocation; or (iii) executing and delivering a timely and valid proxy card bearing a later date. Unless revoked, where a choice is specified on the proxy, the shares represented thereby will be voted in accordance with such choice. If no choice is specified, such shares will be voted in accordance with the Board’s recommendations on the proposals in this proxy statement, as set forth above, and in the discretion of the proxy holders on any other matter that may properly come before the meeting. If you hold shares of Common Stock in street name, you must follow the instructions given by your broker or nominee to change your voting instructions.

The Board of Directors has designated William G. Miller, William G. Miller II and Frank Madonia, and each or any of them, to vote on its behalf the proxies being solicited hereby. The Board of Directors knows of no matters which are to be brought to a vote at the Annual Meeting other than those set forth in the accompanying Notice of Annual Meeting. However, if any other matter properly does come before the Annual Meeting, the persons appointed in the proxy, or their substitutes, will vote in accordance with their best judgment on such matters.

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Environmental, Governance and Human Capital Initiatives

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CORPORATE GOVERNANCE

Governance Highlights

We believe that strong governance principles, policies and practices contribute to better results for our shareholders.

Key elements of our corporate governance framework include the following:

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Director Nominations

The Governance & Sustainability Committee and the Board of Directors seek to ensure that the Board is comprised of a highly capable group of directors who collectively provide a significant breadth of experience, knowledge and ability to effectively satisfy its oversight responsibilities and represent the interest of shareholders, enhance shareholder value and reflect our corporate values of integrity, honesty and adherence to high ethical standards.

In recruiting and evaluating new director candidates, the Governance & Sustainability Committee assesses candidates’ independence, as well as the candidates’ background and experience, current board needs, and diversity. The Company values diversity and endeavors to have a Board representing diverse experience at policy-making levels in business, education or areas that are relevant to the Company’s business, as well as gender and racial/ethnic diversity. Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our shareholders is important in building long-term value for the Company over time.

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In addition, in determining whether to nominate an existing director for re-election to the Board of Directors, the Governance & Sustainability Committee considers and reviews the existing director’s past attendance at Board and committee meetings and the director’s participation in and contributions to the activities of the Board.

The Governance & Sustainability Committee also considers the number of other public company boards and private company boards on which each existing director and each director nominee serves. Each director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities as a member of the Board and, if applicable, any Board committee(s) on which he or she serves. See “Director Commitments” below for limitations imposed by the Company’s Corporate Governance Guidelines on service by directors on the Boards of other companies.

As part of the Board refreshment process that was undertaken by the Governance & Sustainability Committee commencing in Fall 2022, a special emphasis was placed on enhancing the gender and ethnic diversity of the Board. As a result of these efforts, the slate of directors nominated by the Company in this proxy statement includes five of nine nominees that are diverse based on gender or ethnicity.

The following matrix indicates the diversity of our current Board:

The Board has not adopted any term limit or established any retirement age for directors. The Board believes that longer‐serving directors with experience and institutional knowledge bring critical skills and insights to the boardroom, and that imposing director term limits would implicitly discount the value of experience and continuity on the Board. The Board of Directors also believes that longer‐tenured directors have a better understanding of the challenges the Company faces and are more comfortable speaking out and challenging management. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board does not impose limits on director tenure because it believes that doing so could deprive it of the valuable contributions of some of its most experienced members based on an arbitrary determination.

The Governance & Sustainability Committee will consider candidates recommended by shareholders. Shareholder recommendations must comply with the procedures for director nominations set forth in Article I, Section 1.2, of the Company’s bylaws and applicable law. The process for evaluating nominees put forward by shareholders does not differ from the process used to evaluate the slate of directors put forth by the Company.

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Board Leadership Structure

The Board of Directors is responsible for overseeing and directing the management of the Company. Mr. William G. Miller serves as the Executive Chairman of the Board. Mr. Jeffrey I. Badgley and Mr. William G. Miller II served as Co-Chief Executive Officers of the Company from 2013 until March 2022, and as of March 2022 Mr. William G. Miller II became the sole Chief Executive Officer of the Company. Each of the standing committees of the Board of Directors, the Audit, Compensation and Governance & Sustainability Committees, is chaired by and comprised entirely of independent directors.

On August 7, 2023, the Board, upon the recommendation of the Governance & Sustainability Committee, amended the Company’s Corporate Governance Guidelines to provide for a lead independent director and elected Theodore H. Ashford III to such position, effective immediately. Mr. Ashford has been a director of the Company since 2010. He was not serving as chair of any committee of the Board at the time he was elected as Lead Independent Director.

The Lead Independent Director’s primary responsibilities include, among others, (i) acting as a liaison between the independent directors, the Chairperson and the Chief Executive Officer, (ii) presiding over meetings of the non-management directors, (iii) providing

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input to the Chairperson and the CEO on the frequency of Board meetings, the content of Board meeting agendas, and the quality, quantity, appropriateness and timeliness of information provided to the Board, and (iv) performing such other functions as may be requested by the Board, the Chairperson or the CEO. The establishment of a Lead Independent Director with robust functions, authority and responsibilities reflects the Board’s commitment to strong corporate governance. The complete responsibilities of the Lead Independent Director are specified in the Company’s Corporate Governance Guidelines, which are available in the “Investors” section of the Company’s website at www.millerind.com.

The Board of Directors believes that separating the positions of Chairman of the Board and Chief Executive Officer allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board, along with the Lead Independent Director, to lead our Board of Directors in its fundamental role of providing advice to and oversight of management. Our Board of Directors recognizes the time, effort and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board of Director’s oversight responsibilities continue to grow. Although we do not have a policy mandating the separation of the roles of Chairman and the Chief Executive Officer, our Board of Directors believes that having separate positions is the appropriate leadership structure for the Company at this time.

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Board and Shareholder Meeting Attendance

The Board is currently composed of eight independent directors under the New York Stock Exchange (“NYSE”) listing rules. During fiscal 2023, the Board met seven times. Each director who served on the Board during fiscal 2023 attended 100% of the meetings of the Board and the committees on which he or she served that were held during his or her tenure on the Board or relevant committee. It is the Board’s policy that directors are encouraged, but not required, to attend the annual meeting of shareholders. All of our then-serving directors attended the 2023 annual meeting of shareholders.

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Board Committees

The Board has established the Audit, Compensation and Governance & Sustainability Committees to assist it in discharging its responsibilities. The Board may appoint other committees from time to time. Each committee has a written charter and all such charters, as well as the Company's corporate governance guidelines, are available at the Company's corporate website, www.millerind.com, and will be provided in print to any shareholder who submits a request in writing to Attention: Frank Madonia, Executive Vice President, Secretary, and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee, 37363.

The current membership of each committee and its primary responsibilities, as well as the number of meetings held by each of these committees during fiscal 2023, are described below.

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Director Independence

Pursuant to our corporate governance policy and NYSE rules, the Board must have a majority of directors who meet the standards for independence. The Board must determine, based on a review of the relevant facts and circumstances, whether each director satisfies the criteria for independence. The Board undertook an annual review of director and director nominee independence. The Board process was designed to identify any transactions and relationships between each director and director nominee or any member of his or her immediate family and the Company and its subsidiaries and affiliates known to the Company. The Board also considered whether there were any transactions or relationships between directors, director nominees or any member of their immediate family.

The Board of Directors has determined that eight out of ten of the current members of the Board of Directors are “independent,” as defined under applicable federal securities laws and the listing standards of the NYSE. The independent directors are Messrs. Ashford, Chandler, Jackson and Roberts, Drs. Reyes and Sweeney, and Mses. Sutton and Walton. The Board has also determined that all committee members are “independent” under applicable listing standards of the NYSE and federal securities laws for committee memberships, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A- 3(b)(1) under the Exchange Act. Prior to January 2024, Mr. Jackson did not meet the definition of an independent director because of the substantial business that his employer engaged in with the Company during 2020. However, in 2024, the Board determined that Mr. Jackson now qualifies as an independent director.

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Board’s Role in Risk Oversight

Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. The Board believes that full and open communication between management and the Board of Directors is essential for effective risk management and oversight. The Board receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, information technology, environmental, competitive and reputational risks. The Board’s risk management includes reviews of cybersecurity vulnerability and the actions necessary to enhance the security of the Company’s information systems. The Board also considers geopolitical risks that may impact the Company. Additionally, senior management is available to address any questions or concerns raised by the Board on risk management and any other related matters.

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While the Board is ultimately responsible for risk oversight at the Company, our three Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, cybersecurity controls and compliance with legal and regulatory requirements, and, in accordance with the NYSE rules, discusses policies with respect to risk assessment and risk management. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs. The Governance & Sustainability Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for our directors and executive officers, and corporate governance.

A summary of the allocation of general risk oversight among management, the Board and the Board Committees follows below:

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Board Commitments

To ensure that each director does not have other board commitments that would impair a director’s ability to fulfill his or her duties on the Board, the Board has adopted limitations on the number of public and private company boards on which a director may serve. Accordingly, under the Company’s Corporate Governance Guidelines, unless the Board determines that the carrying out of a director's responsibilities to the Company will not be adversely affected by the director's other directorships, directors are limited to serving on not more than two boards of other public companies in addition to the Company's Board, and not more than one board of a private company.

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Communication with Director(s)

We have a well-developed shareholder engagement program that emphasizes year-round shareholder engagement and direct communication with our Board. The ways in which we communicate with our investors throughout the year include quarterly earnings releases and earnings conference calls, SEC filings, sustainability reports, investor conferences, press releases, bi-annual or annual investor meetings, and our website.

Shareholders and other interested parties may communicate with any non-management director of the Board, committee of the Board, individual director or the independent directors as a group, by writing to the Board of Directors, Attention Frank Madonia, Executive Vice President, Secretary and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee 37363. Communications from shareholders will be distributed to the entire Board unless addressed to a particular committee, director or group of directors.

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Code of Conduct

We have adopted a Code of Conduct applicable to all of our directors, officers and employees, which was updated as of April 17, 2024. Our Code of Conduct sets out our expectations regarding the treatment of our team members, customers and the communities in which we operate, as well as our commitment to product quality, ethical and legal sourcing of our materials and acting with integrity for our investors. Our Code of Conduct is available in our “Investors” section on our website at www.millerind.com. A copy of the Code of Conduct can also be obtained in print, free of charge upon request to Attention Frank Madonia, Executive Vice President, Secretary and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee 37363.

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Policy on Transactions with Related Persons

We have adopted a written policy that the Audit Committee must approve or ratify any “related person transactions” (transactions exceeding $120,000 in which Miller Industries is a participant and any related person has a direct or indirect material interest). “Related persons” include our directors, nominees for election as a director, persons controlling over 5% of our common shares, executive officers and the immediate family members of each of these individuals.

Once a related person transaction is identified, the Audit Committee will review all relevant facts and circumstances and determine whether to approve the transaction. The Audit Committee will take into account such factors as it considers appropriate, including the material terms of the transaction, the nature of the related person’s interest in the transaction, the significance of the transaction to the related person and to us, the nature of the related person’s relationship with us, and whether the transaction would be likely to impair the judgment of a director or executive officer to act in our best interest.

If advance approval of a transaction is not practicable, the Audit Committee will consider the transaction for ratification at its next regularly scheduled meeting. After its review, the Audit Committee will only approve or ratify those transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders.

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Related Person Transactions

During 2023, there have been no transactions, and there are no currently proposed transactions, involving an amount exceeding $120,000 in which Miller Industries, Inc., was or is a participant and in which any related person had or will have a direct or indirect material interest.

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Policy on Hedging and Pledging Shares

The Company has adopted an Amended and Restated Securities Trading Policy prohibiting directors, executive officers and certain employees from entering into hedging or monetization transactions that are designed to hedge against a decrease in the price of the Company’s securities, such as collars, equity swaps, prepaid variable forward contracts and exchange funds. This policy also prohibits our executive officers and directors from pledging our securities as collateral for a loan or other obligation.

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Excess Incentive Based Compensation Recoupment Policy

In November 2023, the Compensation Committee adopted the Excess Incentive-Based Compensation Recoupment Policy—also known colloquially as a “clawback” policy—in accordance with the latest SEC rules and NYSE listing standards, a copy of which is publicly filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Pursuant to the policy, incentive-based compensation awarded to, earned by, or vested with any of our current or former executive officers is subject to recoupment by the Company to the extent it exceeds the compensation that otherwise would have been awarded to, earned by, vested with or received by that current or former executive officer but for accounting errors impacting the calculation of that compensation, and which are subject of an accounting restatement required to be prepared by the Company. Under the policy, any recoupment is limited to excess compensation received by the current or former executive officer during the three completed fiscal years preceding the date the Company is required to prepare the accounting restatement. No finding of fault of the current or former executive officer is required. The Compensation Committee of the Board has the exclusive power and authority to administer the Policy, including to interpret the policy’s provisions and to make all determinations deemed necessary or advisable for the Policy’s administration.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Pursuant to the Company’s charter and bylaws, the Board of Directors has fixed the number of directors at ten and, effective as of the Annual Meeting, the size of the Board will be reduced to nine directors. The members of the Board of Directors comprise a single class, and at each annual meeting of shareholders all directors are elected. The directors elected at the Annual Meeting will serve until the annual meeting of shareholders in 2025, or until their successors are duly elected and qualified. The Board of Directors may fill directorships resulting from vacancies and may increase or decrease the number of directors to as many as fifteen or as few as three. Executive officers are appointed annually and serve at the discretion of the Board of Directors.

Upon the recommendation of the Governance & Sustainability Committee, the Board of Directors has nominated Lead Independent Director Theodore H. Ashford III, A. Russell Chandler III, Peter Jackson, Executive Chairman of the Board William G. Miller, William G. Miller II, Dr. Javier Reyes, Jill Sutton, Dr. Susan Sweeney and Leigh Walton, who are all current members of the Board of Directors, for election as directors at the Annual Meeting. See “Corporate Governance – Director Nominations” above for a discussion of factors considered by the Governance & Sustainability Committee in arriving at its recommendations. Each such nominee has consented to be named herein and to serve as a director, if elected. Richard H. Roberts, a current member of the Board of Directors, is retiring and will not stand for re-election at the Annual Meeting. As a result, following the Annual Meeting, the Board will be comprised of nine directors. It is also expected that one additional incumbent director will retire from the Board prior to the 2026 annual meeting of shareholders. The Governance & Sustainability Committee and the Board of Directors will fill this vacancy with a suitable and qualified candidate, or the Board will take such action as is necessary to reduce the size of the Board to eliminate the vacancy.

Unless contrary instructions are received, shares of Common Stock represented by duly executed proxies will be voted in favor of the election of each of the nine nominees named above to constitute the entire Board of Directors. The Board of Directors has no reason to expect that any nominee will be unable to serve and, therefore, at this time it does not have any substitute nominees under consideration.

Directors are elected by a plurality of the votes cast by holders of the shares of Common Stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. The nine nominees receiving the highest number of votes cast “for” will be elected.

Information concerning the nominees for election, based on data furnished by them, is set forth below. The Board of Directors has determined that Messrs. Ashford, Chandler and Jackson, Drs. Reyes and Sweeney, and Mses. Walton and Sutton are independent directors under the listing standards of the NYSE.

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Director Nominees

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Director Compensation for Fiscal 2023

Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors. During 2023, non-employee directors received annual compensation comprised of a cash component and an equity component.

During 2023, until the Company’s 2023 annual meeting of shareholders, each non-employee director received a pro-rated portion of the annual cash payment of $75,000 as compensation for service on the Board. In addition, during that same period, the non-employee directors continued to receive a $5,000 fee per quarterly Board meeting but did not receive director compensation for meetings of the Audit, Compensation or Governance & Sustainability Committees of the Board.

In October 2022, the Compensation Committee engaged Pearl Meyer & Partners, LLC (“Pearl Meyer”), a nationally-recognized compensation consultant, as its independent consultant. The services provided by Pearl Meyer from its engagement in October 2022 included a review of non-employee director compensation competitiveness. Pearl Meyer provided us with competitive data, analysis and recommendations regarding non-employee director compensation. After careful consideration of this information and the scope of the duties and responsibilities of our non-employee directors, in March 2023, the Governance & Sustainability Committee recommended to the Board, and the Board approved, a new compensation program for the Company’s non-employee directors. Subsequently, at the Company’s 2023 annual meeting of shareholders, the Company’s shareholders voted to approve the Company’s 2023 Non-Employee Director Stock Plan. Under the Company’s 2023 Non-Employee Director Stock Plan, each non-employee director may be granted an award of restricted shares of Common Stock, restricted stock units, fully-vested shares of Common Stock and non-statutory stock options on the first business day after each annual meeting of shareholders of the Company.

Pursuant to the Company’s new non-employee director compensation program, beginning after the Company’s 2023 annual meeting of shareholders, each non-employee director received, (i) a pro-rated portion of the new annual cash payment of $95,000, and (ii) a pro-rated portion of the new annual equity award of restricted stock units valued at $80,000 based on the closing price of the Company’s Common Stock on the date of grant, in each case, as compensation for service on the Board. In addition, for the remainder of 2023, the Lead Independent Director received a pro-rated portion of the new annual cash payment of $20,000 for serving in such capacity.

During all of 2023, the Audit Committee Chair, Compensation Committee Chair, and Governance & Sustainability Committee Chair each also continued to receive an annual cash payment of $20,000, $15,000 and $10,000, respectively, for serving in such capacity.

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The normal equity awards that would have been granted to non-employee directors in January 2023 were suspended and not granted pending the Board’s decision on whether such equity awards would be revised as part of the Board’s review of non-employee director compensation during 2023. As a result, pursuant to the Company’s 2023 Non-Employee Director Stock Plan and the Company’s prior non-employee director compensation program, each non-employee director received a pro-rated award of fully-vested shares of Common Stock for the period from January 1, 2023, or, if later, the date the director commenced service as a director, through the date of the Company’s 2023 annual meeting of shareholders. Accordingly, each non-employee director who was serving as a director on January 1, 2023, received a grant of 750 fully-vested shares of Common Stock and each director who commenced service on the Board on March 9, 2023 received a grant of 401 fully-vested shares of Common Stock.

In addition, under the Company’s new non-employee director compensation program, each of the non-employee directors was granted 2,354 restricted stock units as pro-rated compensation for service on the Board for the remainder of 2023 based on the closing price of the Company’s Common Stock on the NYSE on May 26, 2023, which was $33.98. Each restricted stock unit represents a contingent right to receive one share of Common Stock and vests on the earlier of (i) the day immediately prior to the Company’s next annual meeting of shareholders or (ii) the first anniversary of the grant date, so long as the director’s service with the Company has not earlier terminated.

Until the restricted stock units become vested and nonforfeitable, the restricted stock units may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

The Board approves non-employee director compensation based on recommendations of the Governance & Sustainability Committee. The following table sets forth the total compensation earned or paid to each non-employee director for fiscal 2023:

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Director Stock Ownership Guidelines

In March 2024, the Board adopted stock ownership guidelines for non-employee directors that are designed to further align the interests of our directors with those of our shareholders. Under the guidelines, each non-employee director may not sell or otherwise dispose of any Company stock unless he or she will hold Company stock valued at five times the non-employee director annual cash compensation after any such sale or other disposition. These restrictions do not apply to any sales of shares made to satisfy taxes due as a result of the vesting of the restricted stock unit awards.

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Family Relationships

Mr. Miller, the Company’s Executive Chairman of the Board, is the father of William G. Miller II, the Company’s President and Chief Executive Officer and a director.

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PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by SEC rules, shareholders have the opportunity to vote, on an advisory and non-binding basis, on the compensation of our named executive officers (“NEOs”) as set forth in this proxy statement. This is commonly referred to as the “Say on Pay” vote. At the 2023 annual meeting, the shareholders determined that the Say on Pay vote would be held annually.

As discussed in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement, the primary objectives of our executive compensation programs are to attract and retain key executives critical to us; to align the interests of our management with those of our shareholders; to integrate compensation with our business plans; and to reward for both business and individual performance, such that a substantial portion of each executive officer's total compensation potential is a function of performance incentives. The Board believes the compensation of the NEOs outlined in this proxy statement is appropriate based upon the performance of the Company.

While the Board and Compensation Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company or the Board and is advisory in nature.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis ("CD&A") describes our compensation program, philosophy, decisions, and process for the compensation of our "named executive officers" (also referred to as our "NEOs") for fiscal 2023:

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Executive Compensation Objectives and Philosophy

In 2023, the Company held a shareholder advisory vote on the compensation of its named executive officers, commonly referred to as a “say-on-pay” vote. The Company’s shareholders overwhelmingly approved the compensation of the named executive officers with 95.7% of shareholder votes cast in favor of the say-on-pay resolution. As the Compensation Committee (the “Committee” for purposes of this Compensation Discussion and Analysis) evaluated its compensation policies and overall objectives for 2023, it took into consideration this strong support of the shareholders for the Company’s compensation policies. The Committee intends to continue to take the results of the annual say-on-pay vote into account.

Our philosophy is to "pay for performance" in order to drive business results and maximize shareholder value. The executive compensation program balances performance incentives through a mixture of cash and stock-based compensation elements. Stock-based compensation, which consists of RSUs, is structured to pay for performance by linking each annual award directly to our adjusted pretax income. Adjusted pretax income is a financial measure that was not prepared in accordance with accounting principles generally accepted in the United States (“GAAP”).

The levels of each element of compensation for the named executive officers are determined based on several factors, which may include the Company’s historical performance and relative shareholder return, our informal assessment of compensation paid to executives in comparable industries, the amount and the elements of compensation provided in previous years, the relative compensation levels of our executive officers, the importance of retaining a named executive officer, a named executive officer’s potential to assume greater responsibilities in the future, our expectations for the Company’s future financial performance and other matters that we deem relevant. In addition, we consider the years and level of experience and the responsibilities of each named executive officer, his or her individual performance and the personal contributions he or she makes to the success of the Company. Leadership skills, analytical skills, organization development, public affairs and civic involvement have been and will continue to be deemed to be important qualitative factors to take into account in considering elements and levels of compensation.

The Committee has worked with management and its independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to design the current executive compensation programs, following the belief that compensation should reflect the value created for our shareholders while furthering our strategic goals. See “Independent Compensation Consultant” below. In doing so, our compensation programs are designed to achieve the following key objectives:

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These objectives emphasize pay for performance by providing an incentive opportunity for performance that meets or exceeds Company objectives.

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Role of Compensation Consultant

In August 2022, the Committee began a process of reviewing all elements of executive compensation to assess the market competitiveness and effectiveness of the Company’s executive compensation structure and programs, in part because it was concerned that the Company was at risk of not being competitive in securing and retaining top executive talent. The Committee interviewed multiple compensation consultants and in October 2022 engaged Pearl Meyer, a nationally-recognized compensation consultant, as its independent consultant. Pearl Meyer reports directly to the Committee, and the Committee has the sole authority to retain or dismiss the consultant, and to obtain its advice at the Company’s expense.

The Committee assessed the independence of Pearl Meyer pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. On the basis of its consideration of the foregoing and other relevant factors, the Committee concluded that Pearl Meyer was independent and that there were no conflicts of interest.

The primary services provided by Pearl Meyer from its engagement in October 2022 through the 2023 annual meeting included a review of executive compensation competitiveness, a review of non-employee director compensation competitiveness, and a review of the executive-level incentive compensation plan design in place during 2022. As part of these services, Pearl Meyer recommended, and the Committee approved, the compensation peer group discussed below under “Compensation Peer Group”.

In addition to collecting proxy-disclosed pay data for the peer companies, Pearl Meyer also collected survey data for each position from a variety of reputable compensation surveys. Neither Pearl Meyer nor the Committee are aware of the specific companies represented by the survey data. Although this external market data was reviewed and considered by the Committee, it is only one of many factors reviewed and considered by the Committee when making its pay determinations. The Committee does not specifically benchmark pay to any particular market level or against any particular peer group; and the Committee may or may not adopt the recommendations made by its independent consultant.

Pearl Meyer’s independent study concluded that the Company’s executive compensation levels were below market and that the Company’s incentive plan design was lacking a consistent, equity-based, long-term incentive opportunity. Based in part on this information, and after consideration of other relevant facts and circumstances, the Committee concluded that the Company was at risk of not being competitive in securing and retaining top executive talent. To address this risk, the Committee, with the assistance of Pearl Meyer, determined that the target level of each executive’s base salary and total compensation should be approximately at the 50^th percentile of the Company’s peer group. Consistent with this target, the Committee then approved the 2023 executive compensation described below. The Committee believes that these changes achieve (i) the desired level of pay competitiveness, (ii) a more balanced pay mix between cash and equity, (iii) stronger linkage between pay and performance through greater emphasis on performance-based incentives, and (iv) enhanced shareholder alignment. However, the Committee reserves the right to review and make changes to pay levels and plan designs annually.

Pearl Meyer consulted with the Committee with respect to executive officer salary increases for 2024 but did not conduct any formal compensation review or survey. The Committee expects that the independent consultant will continue to periodically advise the Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Committee and work on its behalf on matters related to the Committee’s purposes and responsibilities as set forth in the Committee charter, which is available through the “Investors” section of our website at www.millerind.com. The Committee expects that Pearl Meyer will meet with the Committee and attend regular Committee meetings in person or by telephone as requested.

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Elements of Compensation for Executive Officers

The Company’s annual compensation for the named executive officers generally consists of the following elements:

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Pay Governance Practices

The Company has adopted the following executive compensation principles to enhance the alignment of our executive compensation programs and shareholders’ interests:

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Base Salary

Base salaries are reviewed annually and set at a market-competitive level reflective of the executive’s skills, experience and responsibilities, and taking into account the complexity of role and performance. In April 2023, after review of performance and with input from its independent compensation consultant, the Committee approved the following increases in base salary effective January 1, 2023:

In November 2023, the Committee, with input from its independent compensation consultant, increased salaries of all executive officers by 4%, effective January 1, 2024.

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2023 Executive Annual Bonus Program

In April 2023, the Committee, with input from its independent compensation consultant, adopted the 2023 Executive Annual Bonus Program (the “Annual Bonus Program”). The purpose of the Annual Bonus Program is to align the executive’s incentive bonuses with the achievement of annual corporate profitability. Annual bonuses under the program are designed to immediately reward them in direct relation to the Company’s Adjusted Pretax Income achieved during the performance period. The immediacy of these bonuses provides an incentive to the executive officers to raise their level of performance in order to increase the Company’s overall level of profitability. We believe that the equity incentive compensation incentivizes and rewards long-term Company performance, aligns executives’ interests with those of our shareholders and promotes retention in a highly-competitive talent marketplace.

The 2023 Executive Annual Bonus Program reflected the following changes to the 2022 Cash Bonus Program, which apply to performance in 2023 and beyond:

The Annual Bonus Program provides an annual bonus pool for each fiscal year if the Company’s income before taxes, and before payment of all employee bonuses and excluding any foreign currency adjustments and other unexpected and/or non-recurring items as determined by the Committee (“Adjusted Pretax Income”), exceeds $10 million for the most recently completed fiscal year described below.

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The level of the bonus pool based on Adjusted Pretax Income earned in the applicable fiscal year, and the portion of the bonus payable in cash versus equity (RSUs), is as follows:

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The bonus pool in the corresponding fiscal year is allocated as follows:

In March 2024, after review of the Company’s financial and ESG initiative performance, the Committee approved aggregate annual bonuses based on application of the existing terms of the 2023 Annual Bonus Program, after concluding that 2023 Adjusted Pretax Income was $86.9 million and that the full 20% of the pool based on progress made on key ESG initiatives had been earned. In accordance with the existing Program, one-half of these aggregate bonus amounts were paid in cash and one-half in RSU’s with a 3-year vesting period, which is reflected in the chart below.

The cash bonuses are payable in fiscal 2024, with respect to performance during fiscal 2023, and are reflected in the Summary Compensation table below as part of 2023 compensation. RSUs granted in 2024 with respect to 2023 performance will be reflected in the Summary Compensation table of next year’s proxy statement with respect to the Company’s 2025 annual meeting of shareholders.

Below are the cash bonuses paid and number of RSU’s granted to each of our NEOs pursuant to the Annual Bonus Program:

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2023 Executive Chairman Annual Bonus Program

In April 2023, the Committee, with the assistance of its independent compensation consultant, approved an annual bonus program for William G. Miller, Executive Chairman of the Board (the “Executive Chairman”). The Executive Chairman would receive an award of $225,000, $675,000 or $1,013,000 if Adjusted Pretax Income (using the same definition as in the 2023 Executive Annual Bonus Program) in the applicable fiscal year equals $25 million, $50 million, or $75 million, respectively, with linear awards for Adjusted Pretax Income levels in between those figures. Annual bonuses are payable in all cash and are based entirely on Adjusted Pretax Income. This bonus program is first applicable to the annual bonus payable to the Executive Chairman in 2024 with respect to performance during 2023. In March 2024, after review of the Company’s financial performance, the Committee concluded that 2023 Adjusted Pretax Income was $86.9 million and approved a cash bonus of $1,173,536 based on application of the existing terms of the plan. This amount is reflected in the Summary Compensation table below as part of 2023 compensation. The Company retains the right to modify, amend or terminate this bonus program at any time.

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Other Compensation and Benefits

The named executive officers currently are entitled to participate in the Company’s health, life and disability insurance plans, and in our 401(k) plan to the same extent that the Company’s employees are entitled to participate. Named executive officers receive additional compensation in the form of certain limited perquisites and executive benefits, including Company contributions to the officer’s 401(k) plan under that plan’s matching program, Company paid life insurance premiums and personal use of the corporate aircraft. Additional compensation is included in the “All Other Compensation” column of our “Summary Compensation Table.”

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Our Compensation Process

The Committee provides assistance to the Board in relation to programs and practices with respect to the compensation of all of our executive officers, as described in the Committee’s charter. The Committee has the authority, in its sole discretion, to retain compensation consultants to assist the Committee in overseeing our executive compensation program. Any advice provided by compensation consultants is used as a guide only; the Committee relies on its own review in establishing executive officer pay. None of the members of the Committee has been an officer or employee of the Company, and the Board of Directors has considered and determined that all of the members are “independent,” as that term is defined under NYSE and SEC rules, and otherwise meet the criteria set forth in the Committee’s Charter.

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Compensation Peer Group

In setting compensation, the Committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of companies (which we refer to collectively as our compensation peers).

As part of its review of our executive compensation, Pearl Myer recommended, and the Committee approved, the following peer group for fiscal 2023 and 2022. In October 2023, peer, CIRCOR International, Inc., was acquired by a global investment firm. As a result, its shares ceased to trade on the NYSE. Correspondingly, the Company removed CIRCOR International, Inc., from its peer group.

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In selecting these peer companies, Pearl Meyer reviewed and considered a variety of factors, including the following:

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Role of Management

We regularly review and discuss the compensation of the named executive officers with William G. Miller, the Company’s Executive Chairman of the Board, and William G. Miller II, the Company’s President and Chief Executive Officer, and consult with them in evaluating the performance of the executive officers, other than for themselves, and they may make recommendations to us regarding compensation for all of the executive officers, other than for themselves, and we consider these recommendations in our deliberations.

The Committee meets regularly in executive session without the Executive Chairman of the Board, the CEO or other management present to discuss our executive compensation program. Such executive sessions include discussions about, among other topics, the CEO's performance and compensation and the design and operation of our executive compensation plans.

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Stock Ownership Guidelines

The Company maintains stock ownership guidelines for executive officers that are designed to further align the interests of our executive officers with those of shareholders. Under the guidelines, each executive officer may not sell or otherwise dispose of any Company stock unless he or she will hold Company stock valued at the following multiples of their annual base salary after any such sale or disposition:

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These restrictions do not apply to any sales of shares made to satisfy taxes due as a result of the vesting of the RSU awards.

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Change in Control Provisions

As part of its comprehensive review of executive compensation with the assistance of its independent compensation consultant, the Committee approved a Change in Control Severance Plan on April 11, 2023, and approved the Company’s eight executive officers (the “Participants”) as eligible to participate in the Plan. The Plan was approved in order to, among other things, attract and retain key talent and ensure continuity of the business in the event of a change in control of the Company. The Committee’s independent consultant reported that a comparable plan was in place at every member of the Company’s peer group and the Committee wanted to offer benefits to its executive officers that were comparable to those of its peer group.

Our Change in Control Severance Plan incorporates a “double trigger” mechanism and provides for a severance payment for an executive officer if within two years after a change in control an executive officer’s employment is terminated without just cause or the executive officer terminates his or her employment for good reason, or if such termination occurs at the request of a third party who had taken steps reasonably calculated to effect the change in control.

Each Participant in the Change in Control Severance Plan is entitled to severance in an amount equal to the sum of (a) the Participant’s annual base salary and (b) the Participant’s target bonus (or, if no target bonus, the average of the annual bonuses earned for the prior two years), multiplied by one and one half, or two, depending on the participant. Mr. Miller II’s multiplier is two and the multiplier for the other named executive officers is one and one half. In addition, in connection with a qualifying termination, the Participants are also entitled to (i) a pro-rated bonus payment for the year of termination, and (ii) a payment in an amount equal to eighteen (18) times the monthly COBRA premium to continue coverage under the Company’s group health plan. The foregoing benefits will be paid or provided only if the Participant timely signs a general release of claims.

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Clawback Policy

In November 2023, the Committee adopted the Excess Incentive-Based Compensation Recoupment Policy—also known colloquially as a “clawback” policy—in accordance with the latest SEC rules and NYSE listing standards, a copy of which is publicly filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Pursuant to the policy, incentive-based compensation awarded to, earned by, or vested with any of our current or former executive officers is subject to recoupment by the Company to the extent it exceeds the compensation that otherwise would have been awarded to, earned by or vested with that current or former executive officer but for accounting errors impacting the calculation of that compensation, and which are subject of an accounting restatement required to be prepared by the Company. Under the policy, any recoupment is limited to excess compensation received by the current or former executive officer during the three completed fiscal years preceding the date the Company is required to prepare the accounting restatement. No finding of fault of the current or former executive officer is required. The Committee has the exclusive power and authority to administer the Policy, including to interpret the Policy’s provisions and to make all determinations deemed necessary or advisable for the Policy’s administration.

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Employment Agreements

During fiscal 2023, the Company did not have any employment agreements with any of its named executive officers.

Severance Agreements

None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our Change-in-Control Severance Plan and other than certain change in control provisions in our equity plans. Accordingly, our executive officers do not have the right to cash severance or additional benefits in connection with a termination of employment except in connection with a change in control of our Company.

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Compensation Related Risk Assessment

Our Board of Directors reviewed potential risk associated with the Company’s fiscal 2023 compensation programs and concluded that the Company’s compensation programs are designed and administered with the appropriate balance of risk and reward in relation to its overall business strategy and do not encourage employees to take unnecessary or excessive risks that are reasonably likely to have a material adverse effect on the Company.

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Tax Considerations

Code Section 162(m) imposes an annual deduction limit of $1.0 million on the amount of compensation paid to each “covered employee,” which includes our NEOs and certain other former NEOs. Compensation paid to our NEOs over this limit is nondeductible. While the Committee considers tax deductibility as one of many factors in determining executive compensation, we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our Company even though amounts in excess of the Code Section 162(m) limit are not deductible.

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REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K. Based on such review and discussion, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, and this proxy statement.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee of the Board of Directors during fiscal 2023 were Messrs. Chandler III, Ashford III, Roberts and Mses. Sutton and Walton. The Committee is composed solely of independent, non-employee directors. No member of the Compensation Committee has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC's rules requiring disclosure of certain relationships and related-party transactions. None of the Company's executive officers served as a member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee of the Company during fiscal 2023.

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EXECUTIVE COMPENSATION TABLES

2023 Summary Compensation Table

The following table below contains compensation for each of our named executive officers for fiscal years 2023, 2022 and 2021.