Charles P. Herzog, Jr.
MUELLER INDUSTRIESAbout Charles P. Herzog, Jr.
Independent director of Mueller Industries, Inc. since 2017; age 67. Co‑founder and principal of Atadex LLC (2010) and Vypin LLC (2016), which provide advanced technology and data solutions for transportation logistics. Current board credentials emphasize logistics technology expertise and service on Audit and Nominating & Governance Committees; Board determined him independent in February 2025. Directors attended 100% of Board and committee meetings in 2024, indicating high engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mueller Industries, Inc. | Independent Director | 2017–present | Member: Audit Committee; Nominating & Governance Committee (2024: Audit met 6x; N&G met 2x) |
| Mueller Industries, Inc. | Chairman, Compensation & Stock Option Committee | 2020–2021 | Led compensation oversight; committee independent; scope covered management organization, performance, compensation, succession |
| Mueller Industries, Inc. | Member, Compensation & Stock Option/Compensation & Personnel Development Committee | Various prior years | Committee re‑named in Feb 2023 to broaden human capital oversight |
| Atadex LLC | Co‑Founder & Principal | 2010–present | Logistics technology and data delivery solutions |
| Vypin LLC | Co‑Founder & Principal | 2016–present | Logistics technology and data delivery solutions |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Atadex LLC | Co‑Founder & Principal | 2010–present | Logistics tech/data solutions |
| Vypin LLC | Co‑Founder & Principal | 2016–present | Logistics tech/data solutions |
| Other Public Company Boards | — | — | None (current) |
Board Governance
- Independence: Board affirmatively determined all non‑management directors (including Herzog) are independent under NYSE rules (Feb 2025) .
- Committee assignments: Audit Committee; Nominating & Governance Committee .
- Attendance: Board held 4 regular and 1 special meeting in 2024; directors attended 100% of Board and committee meetings .
- Lead Independent Director: Terry Hermanson; chairs executive sessions .
- Anti‑pledging and anti‑hedging policies: Directors prohibited from future pledging and any hedging or derivative transactions on Company stock .
- Clawback/Recovery policy: Enhanced recovery policy approved Nov 2023 for erroneously awarded incentive compensation, aligned with NYSE rules .
Fixed Compensation
| Element | Amount/Terms | Year | Notes |
|---|---|---|---|
| Annual Cash Fee (non‑employee directors) | $80,000 | 2024 | Lead Independent Director fee: $90,000 |
| Committee Meeting Fees | $3,000 per Audit meeting; $1,500 per Compensation or Nominating & Governance meeting | 2024 | Paid per meeting whether standalone or with Board meeting |
| Committee Chair Fees | $25,000 Audit Chair; $10,000 Compensation Chair; $10,000 Nominating & Governance Chair | 2024 | — |
| Annual Equity Grant | 2,733 shares (≈$160,000 grant‑date value) granted May 9, 2024 | 2024 | Stock award; aggregate grant‑date fair value per director ≈$160,031 |
| Herzog – Cash Fees | $98,000 | 2024 | From non‑employee director compensation table |
| Herzog – Stock Awards | $160,031 | 2024 | Grant‑date fair value under ASC 718 |
| Herzog – Total | $258,031 | 2024 | — |
Performance Compensation
- No performance metrics tied to non‑employee director compensation disclosed (equity grants are stock awards; performance criteria apply to NEOs, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Potential interlocks | None disclosed with competitors/suppliers/customers via other public boards |
Expertise & Qualifications
- Domain expertise: Transportation logistics and supporting technologies; co‑founder/operator background in tech/data delivery platforms (Atadex; Vypin) .
- Board qualifications: Service on Audit and Nominating & Governance indicates literacy in oversight, risk, and governance processes; prior chair of Compensation Committee underscores pay oversight experience .
Equity Ownership
| Metric | Value | As of | Notes |
|---|---|---|---|
| Total beneficial ownership (shares) | 70,319 | Mar 13, 2025 | Less than 1% of shares outstanding |
| Options exercisable | 36,000 | Mar 13, 2025 | Currently exercisable stock options |
| Trust holdings | 8,000 (children’s trust); 8,586 (trust beneficiary) | Mar 13, 2025 | Included in beneficial ownership |
| Ownership guidelines | 3x annual cash director fee (includes vested/unvested interests; only vested options exercisable within 60 days counted) | Ongoing | Compliance monitored by General Counsel; individual compliance status not disclosed |
| Pledging/Hedging | Future pledging prohibited; hedging/derivatives prohibited | Policy | Corporate Governance Guidelines |
Governance Assessment
- Positives: Independent status; 100% attendance across Board and committees; service on Audit and N&G committees supports financial oversight and ESG/governance stewardship; no current other public boards—limits interlocks; equity grants align interests; strong policy framework (anti‑pledging/hedging; recovery policy) .
- Minor risk indicator: Late Form 4 filed Jan 22, 2024 regarding prior 2022 dividend reinvestments discovered by Herzog; company noted otherwise Section 16 compliance in 2024. No related‑party transactions disclosed involving Herzog .
- Investor sentiment: 2024 say‑on‑pay support ~94%, indicating broad shareholder approval of compensation practices (contextual governance signal) .
Insider Trades & Compliance Notes
| Date Filed | Description | Note |
|---|---|---|
| Jan 22, 2024 | Late Form 4 reporting four quarterly dividend reinvestment transactions (Mar–Dec 2022) discovered post‑fact | Company disclosed late filing; otherwise Section 16 compliance noted |
Signals for Investors
- Committee service: Active roles on Audit and N&G—with Audit meeting 6x in 2024—suggest strong exposure to financial reporting, risk, cybersecurity, and ESG oversight .
- Alignment: Director stock grant (~$160k) and ownership (>70k shares including options/trusts) provide skin‑in‑the‑game, with bans on pledging/hedging further aligning interests .
- Conflicts: No related‑party transactions disclosed for Herzog; governance processes require recusal and Audit review if such arise .
RED FLAGS: Only minor—late Form 4 administrative issue in 2024; no pledging or hedging permitted; no related‑party ties disclosed involving Herzog .