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. 1)

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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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 i Miller Industries, Inc.

(Name of Registrant as Specified In Its Charter)

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Not Applicable

(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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EXPLANATORY NOTE

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The Definitive Proxy Statement of Miller Industries, Inc. (the “Company”) that was filed with the Securities and Exchange Commission on May 1, 2023 inadvertently omitted Annex A, which is a copy of the Company’s 2023 Non-Employee Director Stock Plan included for shareholder approval as Proposal 2 in the Definitive Proxy Statement.  This Amended Definitive Proxy Statement is being filed to include Annex A.

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Please note that no changes have been made to the body of the Definitive Proxy Statement and that Annex A has been included in the Definitive Proxy Statement being mailed to the Company’s shareholders.

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PROXY STATEMENT

TABLE OF CONTENTS

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MILLER INDUSTRIES, INC.
8503 Hilltop Drive
Ooltewah, Tennessee 37363
(423) 238-4171

PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 26, 2023

GENERAL

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 2023 annual meeting of shareholders (the “Annual Meeting”) to be held at the Hilton Garden Inn Hotel, 879 College Drive, Dalton, Georgia 30720, on Friday, May 26, 2023, 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 3, 2023.  

Only holders of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at the close of business on April 4, 2023 are entitled to notice of and to vote at the Annual Meeting. On such date, the Company had issued and outstanding 11,416,716 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.

The election of a nominee to the Board of Directors requires a plurality of the votes cast by holders of shares of Common Stock present in person or represented by proxy at the Annual Meeting.  Therefore, for Proposal 1, to elect ten directors to our Board, the ten director nominees receiving the greatest number of votes at the Annual Meeting shall be elected, even though such nominees may not receive a majority of the votes cast.

Proposal 2, to approve the 2023 Non-Employee Director Stock Plan, will be approved if the number of votes cast “for” such proposal exceeds those cast “against” it.

Proposal 3, to approve, by non-binding advisory vote, the compensation of the Company’s named executive officers, will be approved if the number of votes cast “for” such proposal exceeds those cast “against” it. Proposal 3 is advisory and therefore is not binding on us, our Board or our Compensation Committee.

For Proposal 4, the frequency (every one, two, or three years) receiving the highest number of votes will be deemed to be the choice of our shareholders with respect to the advisory (non-binding) vote on the frequency of voting on the compensation of our named executive officers.

Proposal 5, to ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for our current fiscal year ending December 31, 2023, will be approved if the number of votes cast “for” such proposal exceeds those cast “against” it.  Proposal 5 is advisory and therefore is not binding on us, our Board or our Audit Committee.

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.

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. The proposals in this proxy statement 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 April 4, 2023, 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 mailing the enclosed printed proxy card. 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 sign 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 May 25, 2023. 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 below, 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 recommends that you vote your shares of Common Stock as follows:

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.

INCORPORATION BY REFERENCE

According to the provisions of Schedule 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) the information set forth in the following section of our Annual Report on Form 10-K is incorporated into this Proxy Statement by reference: “Information About Our Executive Officers” from Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on March 8, 2023.

NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

The Company posted materials related to the Annual Meeting on the Internet. The following materials are available on the Internet at www.millerind.com through the “Investors Relations” link:

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PROPOSAL 1
ELECTION OF DIRECTORS

Introduction

Pursuant to the Company’s charter and bylaws, the Board of Directors has fixed the number of directors at eleven. 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 2024, 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 Nominating & Governance Committee, the Board of Directors has nominated Theodore H. Ashford III, A. Russell Chandler III, Peter Jackson, William G. Miller, William G. Miller II, Dr. Javier Reyes, Richard H. Roberts, 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” below for a discussion of factors considered by the Nominating & Governance Committee in arriving at its recommendations. Each such nominee has consented to be named herein and to serve as a director, if elected. Deborah L. Whitmire, a current member of the Board of Directors, will not stand for re-election at the Annual Meeting, but will continue in her role as Executive Vice President, Chief Financial Officer, and Treasurer. As a result, following the Annual Meeting, the Board will be comprised of ten directors. It is also expected that one additional incumbent director will retire from the Board prior to the 2025 annual meeting of shareholders, and one additional incumbent director will retire from the Board prior to the 2026 annual meeting of shareholders. The Nominating & Governance Committee and the Board of Directors will fill these vacancies with suitable and qualified candidates, or the Board will take such action as is necessary to eliminate the vacancies.

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 ten 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 ten 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 Roberts, Drs. Reyes and Sweeney, and Mses. Walton and Sutton are independent directors under the listing standards of the New York Stock Exchange (“NYSE”). Mr. Jackson does not meet the definition of an independent director because his employer engaged in business transactions with the Company in excess of $1,000,000 during 2020.  He is expected to qualify as an independent director beginning on January 1, 2024, because payments during 2020 would no longer be considered in the definition of independence, so long as no other factors arise that would prevent him from being considered to be independent.

THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE TEN DIRECTOR NOMINEES.

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Information Regarding Director Nominees

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CORPORATE GOVERNANCE

Director Nominations

The Nominating & Governance 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 Nominating & Governance 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 value at the Company over time.

In addition, in determining whether to nominate an existing director for re-election to the Board of Directors, the Nominating & Governance 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 Nominating & Governance 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. 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.

As part of the Board refreshment process that was undertaken by the Nominating & Governance 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 ten nominees that are diverse based on gender or ethnicity.

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 across the board 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.

Independence, Board Meetings and Related Information

Independence

The Board of Directors has determined that a majority of the 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 and Roberts, Drs. Reyes and Sweeney, and Mses. Walton and Sutton.  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.

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Meetings

The Board of Directors held four meetings during 2022. During 2022, the Board was comprised of Messrs. Ashford, Chandler, Miller, Miller II, and Roberts, and Ms. Walton and Ms. Whitmire. All directors serving on the Board during 2022 attended all of the meetings of the Board of Directors and the respective committees of which they were members. The non-management directors meet in executive sessions as a part of the meetings of the Audit Committee. The presiding director at those sessions is selected by the non-management directors on a meeting-by-meeting basis. The Company does not require its directors to attend its annual meeting of shareholders. However, all directors participated in the 2022 annual meeting, five by telephone and two in person.

Communication with Directors

Interested parties may communicate with any non-management director by mailing a communication to the attention of that director at 8503 Hilltop Drive, Ooltewah, Tennessee 37363.

Committees of the Board of Directors

The Board of Directors has standing Audit, Compensation and Nominating & Governance Committees. Generally, members of these committees are elected annually by the Board of Directors, but changes to the committees may be made at the Board of Directors’ discretion at any time. These committees operate pursuant to separate written charters adopted by the Board of Directors. These charters, along with the Company’s Amended and Restated Corporate Governance Guidelines, are available on the Company’s website at www.millerind.com through the “Investor Relations” link. In addition, copies of these charters and guidelines can be obtained upon request from the Company’s Corporate Secretary. Pursuant to the charters, each of these Board committees has the right to retain its own legal counsel and other advisors.

Audit Committee

The Audit Committee is comprised of Messrs. Ashford, Chandler and Roberts, Ms. Walton and Dr. Sweeney, with Mr. Roberts serving as Chairman. Dr. Sweeney was elected to the Audit Committee on May 1, 2023. The Board of Directors has determined that each of the members of the audit committee is “financially literate” within the meaning of the listing standards of the NYSE, and that each of Messrs. Ashford, Chandler and Roberts qualifies as an “audit committee financial expert” as defined by applicable SEC rules.

The Audit Committee, among other things, recommends the appointment of the Company’s independent registered public accountants, reviews the scope of audits proposed by the Company’s independent registered public accountants, reviews audit reports on various aspects of corporate operations, and periodically consults with the Company’s independent registered public accountants on matters relating to internal financial controls and procedures. The Audit Committee held four meetings during 2022. The report of the Audit Committee is included in this proxy statement beginning on page 41.

Compensation Committee

The Compensation Committee is comprised of Messrs. Ashford, Chandler and Roberts and Mses. Sutton and Walton, with Mr. Chandler serving as Chairman. Ms. Sutton was elected to the Compensation Committee on May 1, 2023. The Compensation Committee establishes, among other things, salaries, bonuses and other compensation for the Company’s executive officers, and administers the Company’s equity incentive plan. The Compensation Committee also advises and consults with the Board and management, as necessary, on succession planning and other significant human resources matters, as appropriate. The Compensation Committee has the authority to delegate responsibility for the day-to-day management of the Company’s executive compensation programs. As further described in “Compensation Discussion and Analysis” beginning on page 22, the Compensation Committee regularly review and discuss the compensation of the named executive officers.  The Compensation Committee held six meetings during 2022. The report of the Compensation Committee is included in this proxy statement beginning on page 27.

The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee engaged the services of Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent outside compensation consultant to perform analyses and provide advice related to the Company’s compensation programs. All executive compensation services provided by Pearl

Meyer during 2022 were conducted under the direction or authority of the Compensation Committee, and all work performed by Pearl Meyer was pre-approved by the Compensation Committee.

The Compensation Committee evaluated whether any services proposed to be performed during 2022 by Pearl Meyer raised any conflict of interest and determined that it did not. Neither Pearl Meyer nor any of its affiliates maintains any other direct or indirect business relationships with us or any of our subsidiaries. Pearl Meyer’s 2022 services to the Compensation Committee are described in “Compensation Discussion and Analysis - 2023 Executive Compensation Actions; Independent Compensation Consultant” beginning on page 25.

Nominating & Governance Committee

The Nominating & Governance Committee is comprised of Messrs. Ashford, Chandler and Roberts, Dr. Reyes and Ms. Walton, with Ms. Walton serving as Chairwoman. Dr. Reyes was elected to the Nominating & Governance Committee on May 1, 2023. The Nominating & Governance Committee was established to assist the Board with (i) Board and committee organization, membership and function, (ii) oversight of the evaluation of director qualifications and performance, and (iii) corporate governance. As part of these responsibilities, the Nominating & Governance Committee evaluates candidates for service as directors of the Company, conducts the Board’s annual self-assessment process and recommends corporate governance principles for adoption by the Board. The Nominating & Governance 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.  The Nominating & Governance Committee held one meeting during 2022.

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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 Nominating & Governance Committees, is chaired by an independent director and is comprised entirely of independent directors.

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 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.

Risk Management

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. Additionally, senior management is available to address any questions or concerns raised by the Board on risk management-related and any other matters.

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 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 Nominating & Governance 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.

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Related Transactions and Business Relationships

Policy on Related Party Transactions

The Company recognizes that transactions between the Company or its subsidiaries and any of its directors or executive officers can present potential or actual conflicts of interest. Accordingly, as a general matter it is the Company’s preference to avoid such transactions. Nevertheless, the Company recognizes that there are circumstances where such transactions may be in, or not inconsistent with, the best interests of the Company. Therefore, the Company has adopted a formal policy that requires the Company’s Audit Committee to conduct a reasonable prior review and, if appropriate, approve any such transactions. Pursuant to the policy, the Audit Committee will review any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000, and in which any of the Company’s directors, executive officers or 5% shareholders had, has or will have a direct or indirect material interest. After its review, the Audit Committee will only approve those transactions that are in, or are not inconsistent with, the best interests of the Company and its shareholders.

Related Party Transactions

During 2022, there were no related party transactions required to be disclosed in this proxy statement under SEC rules.

Mr. Jackson, who was first elected as a director in March 2023, is employed by and has a minority ownership interest in a company that engaged in business transactions with the Company in excess of $1,000,000 during 2020. These transactions occurred during phase one of the Company’s ERP implementation, which included the migration of the Company’s on-premises system to the advanced cloud-based version. This migration allows for additional functionality through the implementation of other cloud-based modules included in the Company’s suite of products.  The Audit Committee was aware of these transactions and approved Mr. Jackson’s election to the Board after concluding that doing so was in the best interests of the Company and its shareholders because of the manufacturing technology experience that Mr. Jackson would bring to the Board.  Fees for any future transactions that we may engage in with such company, whether to implement additional functionality to our operating systems or otherwise, are not expected to exceed the annual independence threshold.

Code of Business Conduct and Ethics

The Company has adopted an Amended and Restated Code of Business Conduct and Ethics (the “Code”) that applies to its directors, officers and employees. A current copy of the Code is available on the Company’s website at www.millerind.com through the “Investor Relations” link. A copy of the Code can also be obtained upon request from the Company’s Corporate Secretary.

Prohibition on Hedging and Pledging

The Company has adopted an Amended and Restated Securities Trading Policy. Pursuant to that policy, directors, executive officers and certain employees may not engage in 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. In addition, directors, executive officers and certain employees may not pledge the Company’s securities as collateral for a loan or other obligation.

Our Approach to Sustainability

We are focused on developing strategies designed to ensure the durability and sustainability of our company over the long term, which we believe creates long-term value for our shareholders. Our commitment to sustainability is demonstrated by our substantial investments to improve our manufacturing processes and develop new products while continuously striving to create a safe, diverse, fair and inclusive environment for our employees and supporting the communities where we operate. Our core values of respect, integrity, collaboration, innovation, trust, and excellence throughout our operations drive how we do business every day. Our commitment to these core values is critical to attracting

and retaining the best talent, executing on our strategy, maintaining a robust supplier base and distributor network, and innovating to provide technologically advanced and affordable products for our customers.

Environmental Responsibility

We continue to look for new ways to promote sustainable and environmentally friendly practices at our production facilities to reduce energy usage, increase recycling, decrease waste and emissions, and make our workplace safer for our employees. For example, the modernization projects at all our domestic facilities in the last few years included many environmentally conscious upgrades, such as the installation of air filtration equipment that removes airborne contaminants to reduce emissions and make our workplace safer for our employees and improve the air quality at our production facilities. We also transitioned from oil-based primers to water-based primers in our domestic painting operations to reduce volatile organic compounds (VOC) emissions into the environment and make our workplace safer for our employees.

Social Responsibility

From our recruitment processes, pay practices and safety standards, we strive to create an environment where our colleagues feel respected, valued, and can contribute to their fullest potential.

Our Approach to Human Capital Management

Our company culture is based on treating others the way we would like to be treated and we strive to foster a work environment that is inclusive, diverse, fair and engaged. Examples of specific initiatives the Company has undertaken to foster such an environment include:

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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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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2023, certain information with respect to the Common Stock beneficially owned by (i) each director and each nominee for director, (ii) the executive officers named in the Summary Compensation Table, (iii) all executive officers and directors of the Company as a group, and (iv) all shareholders known to be beneficial owners (as that term is defined under SEC rules) of more than 5% of the Common Stock. Except as otherwise indicated, the shareholders listed in the table have sole voting and investment powers with respect to the Common Stock owned by them. These figures do not reflect the unvested balance of the 160,000 RSUs that were granted to seven executive officers of the Company in March 2022, because the unvested RSUs are not deemed to be beneficially owned by the executive as of March 31, 2023.

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PROPOSAL 2

APPROVAL OF THE 2023 NON-EMPLOYEE DIRECTOR STOCK PLAN

Introduction

The Company’s Board of Directors recommends that shareholders approve the Miller Industries, Inc. 2023 Non-Employee Director Stock Plan (the “Plan”), which was adopted by the Board of Directors on May 1, 2023, subject to shareholder approval at the Annual Meeting. A summary of the material terms of the Plan is set forth below and is qualified in its entirety by reference to the Plan as set forth in Annex A hereto. If the Plan is not so approved, it will be canceled. The Plan replaces the Company’s 2013 Non-Employee Director Stock Plan that expired by its terms on March 3, 2023.

Purposes

The purpose of the Plan is to provide compensation to members of the Board of Directors who are not employees of the Company, to assist the Company in attracting and retaining non-employee directors with experience and ability on a basis competitive with industry practices, and to associate more fully the interests of such directors with those of the Company’s shareholders.

Eligibility

Only non-employee directors are eligible to participate in the Plan. Presently, the number of non-employee directors is eight.

Annual Award

Beginning in 2023 and continuing until the Plan is terminated, each non-employee director then serving as such may be granted an award of restricted shares (the “Restricted Shares”) of the common stock of the Company (the “Common Stock”), restricted share units representing a promise to deliver shares of Common Stock (the “Restricted Share Units” or “RSUs”), unrestricted shares of Common Stock (the “Unrestricted Shares” and, together with the Restricted Shares and RSUs, the “Award Shares”), and non-statutory stock options (the “Options”) for the purchase of Common Stock (all such grants are referred to individually as an “Award” and collectively as “Awards”) on the first business day after each annual meeting of shareholders of the Company.

The Awards to be granted to each non-employee director shall be determined at the sole discretion of the Board but shall not exceed $200,000 in value on the date of grant. If a non-employee director commences serving as a non-employee director on a date other than the date of an annual meeting, such non-employee director shall receive, within 30 days of the date such person is appointed as or first becomes a non-employee director, a pro-rata grant of a number of Award Shares or Options, depending on the form of Annual Grant granted on the first business day following the last preceding annual meeting (the “Preceding Annual Grant”), equal to the number, rounded up to the nearest whole number, determined by multiplying the shares underlying the Preceding Annual Grant by a fraction, (i) the numerator of which is the number of whole and partial months during the period measured from the date of appointment as an eligible director until the first anniversary of the last preceding annual meeting, and (ii) the denominator of which is 12.

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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.  Thus, for 2023, non-employee directors will also receive a pro-rated Award of Unrestricted Shares for the period from January 1, 2023, or, if later, the date the director commenced service as a director, through the date of the Annual Meeting.  Accordingly, if the Plan is approved by shareholders, on the first business day after the Annual Meeting, in addition to an Annual Grant, each non-employee director who was serving as a director on January 1, 2023, will receive a grant of 750 Unrestricted Shares and each director who commenced service on the board on March 9, 2023 will receive a grant of 401 Unrestricted Shares.

Federal Income Tax Consequences

The following discussion is a summary of certain federal income tax issues and does not purport to be a complete analysis of all of the potential tax aspects relating to the Plan or the Awards. This discussion is based on federal income tax laws, regulations and interpretations thereof presently in effect, all of which are subject to change, possibly with retroactive effect. Nothing in this discussion is or should be construed as legal or tax advice.

Awards of Unrestricted Shares; Restricted Share Awards

A non-employee director generally will recognize taxable ordinary income upon the receipt of Unrestricted Shares or Restricted Shares if the shares are not subject to a substantial risk of forfeiture. The income recognized will be equal to the fair market value of the shares at the time of receipt less any purchase price paid for the shares. If the shares are subject to a substantial risk of forfeiture, the non-employee director generally will recognize taxable ordinary income when the substantial risk of forfeiture lapses. If the substantial risk of forfeiture lapses in increments over several years, the non-employee director will recognize income in each year in which the substantial risk of forfeiture lapses as to an increment. The income recognized upon lapse of a substantial risk of forfeiture will be equal to the fair market value of the shares determined as of the time that the substantial risk of forfeiture lapses less any purchase price paid for the shares. The Company generally will be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the non-employee director.

Alternatively, if the shares are subject to a substantial risk of forfeiture, the non-employee director may make a timely election under Section 83(b) of the Internal Revenue Code (“Section 83(b)”) to recognize ordinary income for the taxable year in which the non-employee director received the shares in an amount equal to the fair market value of the shares at that time. That income will be taxable at ordinary income tax rates. If a non-employee director makes a timely Section 83(b) election, the non-employee director will not recognize income at the time the substantial risk of forfeiture lapses with respect to the shares. At the time of disposition of the shares, a non-employee director who has made a timely Section 83(b) election will recognize capital gain or loss in an amount equal to the difference between the amount realized upon sale and the ordinary income recognized upon receipt of the share (increased by the amount paid for the shares, if any). If the non-employee director forfeits the shares after making a Section 83(b) election, the non-employee director is not entitled to a deduction with respect to the income recognized as a result of the election but will be entitled to a capital loss equal to the excess (if any) of the amount paid for the shares (if any) over the amount realized upon forfeiture (if any). To be timely, the Section 83(b) election must be made within thirty (30) days after the non-employee director receives the shares. The Company will generally be entitled to a deduction in an amount equal to the amount of ordinary income recognized by the non-employee director at the time of the election.

Restricted Share Units

A non-employee director generally is not taxed upon the grant of an RSU. Generally, if an RSU is designed to be paid on or shortly after the RSU is no longer subject to a substantial risk of forfeiture, then at the time of payment the non-employee director will recognize ordinary income equal to the amount of cash and the fair market value of the shares received by the non-employee director and the Company will be entitled to an income tax deduction for the same amount. However, if an RSU is not designed to be paid on or shortly after the RSU is no longer subject to a substantial risk of forfeiture, the RSU may be deemed a nonqualified deferred compensation plan under Section 409A. In that case, if the RSU is designed to meet the requirements of Section 409A, then at the time of payment the non-employee director will recognize ordinary income equal to the amount of cash and the fair market value of the shares received by the non-employee director, and the Company will be entitled to an income tax deduction for the same amount.

Nonqualified Stock Options

A non-employee director generally is not taxed upon the grant of a nonqualified stock option, unless the option has a readily ascertainable fair market value. However, the non-employee director must recognize ordinary income upon exercise of the option in an amount equal to the difference between the option exercise price and the fair market value of the shares acquired on the date of exercise. The Company generally will have a deduction in an amount equal to the amount of ordinary income recognized by the non-employee director in the Company’s tax year during which the non-employee director recognizes ordinary income.

Upon the sale of shares acquired pursuant to the exercise of an option, the non-employee director will recognize capital gain or loss to the extent that the amount realized from the sale is different than the fair market value of the shares on the date of exercise. This gain or loss will be long-term capital gain or loss if the shares have been held for more than one year after exercise.

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Shares of Stock Subject to the Plan

Subject to the adjustment provisions described below, the maximum number of shares of Common Stock that may be issued under the Plan shall not exceed 125,000 shares. The shares granted under the Plan may be newly issued shares of Common Stock or shares held as treasury shares, including shares purchased by the Company, whether on the market or otherwise, or a combination of each.

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Dilution and Other Adjustments

The Board shall appropriately adjust the exercise price of outstanding Options and the maximum number and kind of shares subject to the Plan, outstanding Awards and subsequent Awards in the event of reorganization, recapitalization, stock split, reverse stock split, stock dividend, exchange or combination of shares, merger, consolidation, rights offering or any change in capitalization of the Company.

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Withholding

The Company shall have the right to require the payment (through withholding from any amount payable from the Company to the non-employee directors or otherwise) of any withholding taxes required by federal, state, or local law in respect of any Award.

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Resale Restrictions, Assignment and Transfer

Award Shares may be granted with or without restrictions. The terms and conditions of such Awards are as follows:

Unrestricted Shares

Once awarded, the Unrestricted Shares received by non-employee directors may be freely transferred, assigned, pledged or otherwise subjected to lien, subject to restrictions imposed by the Securities Act of 1933, as amended, and subject to the trading restrictions imposed by Section 16 of the Exchange Act.

Restricted Shares/Restricted Share Units

Restricted Shares and RSUs are nonvested and forfeitable when granted under the Plan. Unless otherwise determined by the Board, Restricted Shares and RSUs shall become vested and nonforfeitable on the earlier of (a) the day immediately prior to the first annual meeting that occurs after the grant date or (b) the first anniversary of the grant date, so long as the director’s service with the Company has not earlier terminated. If the director’s service with the Company terminates due to death or total disability, the Restricted Shares and RSUs that have not previously become vested and nonforfeitable shall become vested and nonforfeitable as of the date that the director’s service with the Company so terminates.

Until the Restricted Shares and RSUs become vested and nonforfeitable, the Restricted Shares and RSUs 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.

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Funding

The Plan is unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the payment of any award under the Plan.

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Duration, Amendments and Terminations

The Plan shall terminate on April 30, 2033, the day prior to the 10th anniversary of its effective date, and no further stock awards will be made under the Plan after such date. The Board of Directors may sooner terminate the Plan or amend the Plan in whole or in part at any time and from time to time. To the extent required by the rules of the exchange on which the Company’s shares of Common Stock are listed or applicable law, no amendment shall be effective unless approved by the shareholders of the Company at an annual or special meeting.

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Shareholder Vote

The affirmative vote of a majority of the shares present at the meeting in person and by proxy is required for approval of the Plan.

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New Plan Benefits

The Board approved the grant to each non-employee director of $80,000 of RSUs on the day after the 2023 annual meeting of shareholders and on the day after each annual meeting thereafter until such award level is changed by the Board. In addition, the Board approved the grant of 750 Unrestricted Shares to each non-employee director who was serving as such on January 1, 2023, and the grant of 401 Unrestricted Shares to each non-employee director who commenced service on the Board on March 9, 2023, as equity compensation for their service during 2023 prior to the approval of the Plan by the shareholders.  Otherwise, the Awards that may be allocated to non-employee directors as a group under the Plan is not presently determinable and will depend upon the determination of the Board at the time of each grant.

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THE BOARD OF DIRECTORS HAS APPROVED THE PLAN AND RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE 2023 NON-EMPLOYEE DIRECTOR STOCK PLAN.

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PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, enables our shareholders to vote to approve, on an advisory (non-binding), basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules. At the 2017 annual meeting of shareholders, our shareholders approved, on an advisory basis, holding the advisory vote on executive compensation on an annual basis, as recommended by the Board of Directors. The Board of Directors subsequently decided to hold the vote at each annual meeting.

As described in detail under the heading “Compensation of Executive Officers and Directors – Compensation Discussion and Analysis,” the primary objectives of our executive compensation program are to: offer competitive total compensation opportunities to retain talented executives, provide strong links between Company performance and total compensation earned, and emphasize the long-term performance of the Company, thus enhancing shareholder value. Please see the “Compensation Discussion and Analysis” beginning on page 22 for additional details about our executive compensation programs, including information about the fiscal year 2022 compensation of our named executive officers.

We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Accordingly, we are asking our shareholders to vote “FOR” the following resolution at the annual meeting:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of the Securities and Exchange Commission’s Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative disclosure, in the Company’s Proxy Statement for its 2023 Annual Meeting is hereby APPROVED.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board of Directors. However, the Compensation Committee and the Board of Directors currently intends to take into account the outcome of the most recent advisory vote on named executive officer compensation when considering future executive compensation arrangements for the named executive officers, although it is under no obligation to do so. This proposal will be approved if the number of votes cast in favor of approving the non-binding resolution exceeds those cast against it.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS, AS DISCLOSED IN THIS PROXY STATEMENT.

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COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

Compensation Discussion and Analysis

In 2022, 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 98.26% of shareholder votes cast in favor of the say-on-pay resolution. As the Compensation Committee evaluated its compensation policies and overall objectives for 2022, it took into consideration this strong support of the shareholders. As a result, the Compensation Committee decided to retain the general approach and structure of the Company’s executive compensation program for performance in 2022, with an emphasis on the objectives described below, while also making adjustments to such awards under this structure to reflect its review of overall compensation of its executive officers. In the future, the Compensation Committee intends to continue to take the results of the annual say-on-pay vote into account.

Overview

This discussion and analysis addresses the material elements of the Company’s compensation program for its named executive officers, including the Company’s compensation objectives and overall compensation philosophy, the compensation process and the administration of the compensation program. It is intended to complement and enhance an understanding of the compensation information presented in the “Summary Compensation Table” and other accompanying tables in this proxy statement.

As used in this proxy statement, the term “named executive officers” refers to the following individuals:

In this “Compensation Discussion and Analysis” section, the terms “we,” “our,” “us” and the “Committee” refer to the Compensation Committee of the Company’s Board of Directors.

Compensation Objectives and Overall Compensation Philosophy

The Company’s executive compensation program is designed to enhance Company profitability, and thus shareholder value, by aligning executive compensation with the Company’s expectations and performance, and by establishing a system that can retain and reward executive officers who contribute to the long-term success of the Company. More specifically, the overall goals of the executive compensation program include:

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We believe that it is in the best interests of the Company’s shareholders and its named executive officers that the Company’s executive compensation program, and each of its elements, remains simple and straightforward. This approach

should reduce the time and cost involved in setting the Company’s executive compensation policies and calculating the payments under such policies, and should enhance the transparency of, and the ability to comprehend, these policies.

The Board of Directors has reviewed our compensation policies and practices as generally applicable to our employees and determined that they do not encourage excessive risk or unnecessary risk taking and do not otherwise create risks that are reasonably likely to have a material adverse effect on the Company.

Administration

The Committee has overall responsibility with respect to approving and monitoring the Company’s executive compensation program, and operates under a written Charter. 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.

In fulfilling its responsibilities, the Committee, among other things, reviews and approves corporate goals and objectives relevant to the compensation of the named executive officers, evaluates the performance of the executive officers in light of these goals and objectives, determines and approves compensation of the named executive officers based on these objectives and its evaluation. The Committee also establishes criteria for granting equity awards to the named executive officers and the Company’s other employees, and approves such equity awards.

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 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.

Commencing in October 2022, we engaged Pearl Meyer, a nationally recognized compensation consultant, as our independent consultant. The services provided by Pearl Meyer and its recommendations are described in “2023 Executive Compensation Actions; Independent Compensation Consultant” below.

As discussed in greater detail below, 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. For 2022 compensation, we have not adopted any formal or informal policy for allocating compensation between long-term and short-term elements, between cash and non-cash or among the different possible forms of non-cash compensation.

Elements of Compensation

In calendar year 2022, the principal elements of our executive compensation program, and the purposes for each element, were as follows:

In addition to the above described key components, the Company’s executive officer compensation program also includes 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 corporate aircraft.

Base Salary. We determine the base salary for each of the named executive officers annually based on, among other things, the executive’s experience and the scope of the executive’s responsibilities, the executive’s performance and the performance of the Company, our expectations for the Company’s future financial performance, our informal assessment of salaries paid to executives in comparable industries, and other factors described above. We believe that base salaries are an important part of the Company’s executive compensation program because they provide the named executive officers with a steady income stream that is not contingent upon the Company’s overall performance.

In March 2022, the Committee approved an annual base salary increase for all executive officers of 6% (other than for Mr. Miller), which consists of a 3% increase applicable to all Company employees generally and a 3% performance-based increase for the executive officers. As a result, the Committee approved an annual base salary for Mr. Miller of $662,500, Mr. Badgley and Mr. Miller II of $603,189, Ms. Whitmire of $327,656, Mr. Madonia of $327,656, Mr. Tiano of 287,116, Mr. Reyneke of $258,158, and Mr. Linden of $258,158, each effective January 1, 2022. In October 2022, the Committee approved annual base salary increases for certain executive officers. As a result, the Committee approved annual base salaries for Mr. Miller II of $700,000, Ms. Whitmire of $390,000, and Messrs. Linden, Madonia, Reyneke and Tiano of $330,000, each effective September 1, 2022.

Annual Cash Bonuses. On March 1, 2022, the Compensation Committee adopted an annual cash bonus program (the “2022 Cash Bonus Program”) which combined the previous cash bonus program for the Company’s Co-Chief Executive Officers adopted in September 2018 and the cash bonus program for five other executive officers adopted in May 2021. The new program superseded and replaced those prior programs beginning in 2023 based on the Company’s 2022 financial results.

The purpose of the Company’s annual cash bonus program for executive officers is to align their incentive bonuses with the achievement of annual corporate profitability. Annual cash bonuses under the program, as opposed to equity-based awards, 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 cash 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. Thus, we believe that bonuses under the cash bonus program are an important motivating factor for the executive officers to produce a better long-term return for the Company’s shareholders. The Company retains the right to modify, amend or terminate the cash bonus program at any time.

The 2022 Cash Bonus Program is structured so that no bonus is earned until an Adjusted Pretax Income hurdle was achieved, and the bonus percentage would increase with incremental increases in the Company’s Adjusted Pretax Income. The 2022 Cash Bonus Program provides an annual bonus pool for each fiscal year if the Company’s Adjusted Pretax Income exceeds $10 million for the most recently completed fiscal year in accordance with the following formula:

Adjusted Pretax Income is a non-GAAP measure and is defined as income before income taxes, plus bonus expense for the Company’s U.S.-based employees, and excluding the effects of foreign currency translation.

The total bonus pool for each fiscal year calculated in this manner shall be allocated among the Executives for performance as follows: 30% to Mr. Miller II, 20% to Mr. Badgley, and 12.5% to each of Ms. Whitmire and Messrs. Tiano, Reyneke and Linden.

In March 2023, the Compensation Committee considered annual bonuses under the 2022 Cash Bonus Program for the Company’s named executive officers who were serving as executive officers on December 31, 2022, each with regard to 2022 performance. When reviewing and approving payouts under the 2022 Cash Bonus Program, the Committee applied positive discretion to increase the total bonus pool available under the 2022 Cash Bonus Program from the 2% of 2022 Adjusted Pretax Income provided in the Plan, to 4% of the Company’s Adjusted Pretax Income. The use of such positive discretion was in part supported by the view provided by management and by the Committee’s independent consultant that pay opportunities at the Company were below market (see “2023 Executive Compensation Actions; Independent Compensation Consultant” below for more information regarding the independent consultant’s study), which put the Company at risk of not being competitive in securing and retaining top executive talent, and in part by the Committee’s view that the Company’s performance exceeded expectations, including in their management of severe supply chain challenges that were beyond their control. The Committee also noted that this action would serve to bridge the gap between the current plan design and the new plan design for 2023. As a result, the Compensation Committee approved 2023 annual bonuses for Mr. Miller II of $355,020, Mr. Badgley of $236,680, and $147,926 for each of Ms. Whitmire and Messrs. Tiano and Reyneke. The amounts of all of these non-equity incentive plan cash bonuses paid to the named executive officers are set forth in the “Summary Compensation Table.”

Equity Awards. The Board of Directors has adopted the Company’s 2016 Stock Incentive Plan, which was approved by our shareholders at the 2017 Annual Meeting and permits the issuance of awards in a variety of forms, including non-qualified stock options and incentive stock options, stock appreciation rights, restricted stock awards and performance shares. The Compensation Committee granted 160,000 restricted stock units to seven of its executive officers in March 2022, as is reflected below in “Outstanding Equity Awards at Fiscal Year-End 2022” below.

2023 Executive Compensation Actions; Independent 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 current 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 in the fall of 2022 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 Compensation 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 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 Investor Relations 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.

The primary services provided by Pearl Meyer 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.

With respect to Pearl Meyer’s independent review of executive compensation competitiveness, Pearl Meyer recommended, and the Compensation Committee approved, the following peer group:

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

In addition to collecting proxy-disclosed pay data for the above 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 Compensation Committee, it is only one of many factors reviewed and considered by the Compensation 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 Compensation Committee concluded that the Company was at risk of not being competitive in securing and retaining top executive talent. To address this risk, the Compensation 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 following primary changes to 2023 executive compensation in March and April 2023:

The Compensation 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, and (iv) enhanced shareholder alignment. However, the Committee reserves the right to review and make changes to pay levels and plan designs annually.

Change in Control Plan. As part of its comprehensive review of executive compensation with the assistance of its independent consultant, the Compensation 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 by the Compensation Committee 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 peer group and the Committee wanted to offer benefits to its executive officers that were comparable to those of its peer group. The Plan provides, among other things, that if a Participant either is terminated by the Company without “cause” other than due to disability or death or terminates his or her employment with the Company for “good reason” within two years following a “change in control” (commonly referred to as “double-trigger”), the Participant 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 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.

Stock Ownership Guidelines. In March 2022, the Compensation Committee adopted stock ownership guidelines in conjunction with its award of RSU’s to certain executive officers. The guidelines apply to all executive officers of the Company. They require stock holdings based on multiples of an executive’s salary. The guidelines also prohibit sales of any shares of the Company’s common stock at any time that an officer’s individualized target stock ownership levels have not been achieved. 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.

Other Compensation. 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.

Policy with Respect to Deductibility of Compensation

In designing and approving the Company’s compensation practices and programs, the Compensation Committee considers the effect of all applicable tax regulations, including Section 162(m) of the Internal Revenue Code, which generally disallows a tax deduction to public corporations for non-qualifying compensation in excess of $1.0 million paid to the “covered employees.” Although the tax deductibility of executive compensation is an important consideration, the Compensation Committee may approve compensation that does not qualify for deductibility where it is appropriate to do so.

Report of the Compensation Committee

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained under that heading in this proxy statement. On the basis of its reviews and discussions, the Compensation Committee has recommended that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, and this proxy statement.

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Compensation Committee Interlocks and Insider Participation

During 2022, the Compensation Committee was comprised of Messrs. Ashford, Chandler, and Roberts and Ms. Walton, all of whom were non-employee, independent directors. During 2022, no executive officer of the Company served as a member of the board of directors or compensation committee of any other entity whose executive officer(s) served on the Company’s Board of Directors or Compensation Committee.

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Summary Compensation Table

The following table sets forth the compensation awarded to, earned by, or paid by the Company to the Company’s named executive officers during the years ended December 31, 2022, 2021 and 2020.

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For Ms. Whitmire, Mr. Tiano and Mr. Reyneke the 2022 amount represents amounts earned in 2022 pursuant to the Company’s executive officer annual cash bonus plan in effect for such year, which were paid in 2023 for performance in 2022.

the applicable fiscal year. No amounts are indicated for perquisites and other personal benefits as the value provided did not exceed $10,000 for any individual executive officer.

(10) This amount consists of: (i) the Company’s contributions to Mr. Reyneke’s account under its Section 401(k) plan in the amount of $7,125, $7,125 and $7,125 for 2022, 2021 and 2020, respectively; and (ii) Company-paid life insurance premiums in the amount of $1,476, $1,441 and $1,607 for 2022, 2021 and 2020, respectively.

(12) This amount consists of: (i) the Company made no contributions to Mr. Miller’s account under its Section 401(k) plan during 2022, 2021 and 2020; and (ii) Company-paid life insurance premiums in the amount of $1,476, $1,476 and $1,890 for 2022, 2021 and 2020, respectively.

Additional Discussion of Material Items in Summary Compensation Table

The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the “Summary Compensation Table” was paid or awarded, are described above under “Compensation Discussion and Analysis.” A summary of certain material terms of the Company’s compensation plans and arrangements is set forth below.

Employment Agreements with Named Executive Officers

During 2022, the Company did not have any employment agreements with its named executive officers.

Equity Incentive Plans

In August 2016, the Board of Directors adopted the Company’s 2016 Stock Incentive Plan, which was approved by the Company’s shareholders at the 2017 Annual Meeting. During 2022, the Compensation Committee granted 160,000 restricted stock units to seven of its executive officers.

Contributory Retirement Plan

The Company maintains a contributory retirement plan for all full-time employees with at least 90 days of service. The plan is designed to provide tax-deferred income to the Company’s employees in accordance with the provisions of Section 401(k) of the Internal Revenue Code. The plan provides that each participant may contribute up to 15% of his or her salary. For 2022, the Company matched 50% of the first 5% of participant contributions. Matching contributions vest over the first five years of employment.

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Outstanding Equity Awards at Fiscal Year-End 2022

The following table sets forth certain information with respect to unexercised stock options or cash-settled SARs, unvested shares of restricted stock or unvested time-based or performance-based restricted stock units held on January 1, 2023, by each of our named executive officers. All of the stock awards reflected consist of time-based restricted stock units granted in March 2022.

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