Christopher J. Miritello
MUELLER INDUSTRIESAbout Christopher J. Miritello
Christopher J. Miritello is Executive Vice President, General Counsel & Secretary of Mueller Industries, Inc. (MLI), serving in this role since January 1, 2017; he is 42 years old . He previously served as Deputy General Counsel from September 15, 2015 to December 31, 2016 and was associated with Willkie Farr & Gallagher LLP prior to joining MLI . Company performance context during his tenure: 2024 net income of $604.9 million on $3.8 billion in sales , and the company reports earnings increased by nearly 450% versus its 2018 baseline under the 2019–2024 strategic plan . The Pay vs Performance table shows cumulative TSR growth (value of $100 investment) of 172 in 2024 vs 112 in 2020, while operating income was $770 million in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mueller Industries, Inc. | Deputy General Counsel | 2015–2016 | Senior legal support during transition to EVP/GC |
| Mueller Industries, Inc. | Executive Vice President, General Counsel & Secretary | 2017–present | Corporate Secretary and chief legal officer responsibilities |
| — | Corporate Secretary (affirmed) | 2025 (filing date) | Corporate Secretary signature on proxy materials |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Willkie Farr & Gallagher LLP (NY) | Associate | Prior to Sep 15, 2015 | Large law firm experience supporting corporate legal expertise |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 356,796 | 359,266 | 369,267 (increased 2.5% effective Oct 7, 2024) |
| Discretionary Cash Bonus ($) | — | — | 200,000 |
| Annual Incentive (Non-Equity Incentive Plan) ($) | 1,266,061 | 1,293,358 | 1,329,361 |
| Stock Awards – Grant Date Fair Value ($) | 1,013,925 | 903,240 | 1,161,270 |
| All Other Compensation ($) | 37,434 | 42,360 | 78,040 (incl. $64,240 dividends on vested restricted stock and $13,800 401(k) match) |
| Total Compensation ($) | 2,674,216 | 2,598,224 | 3,137,938 |
- Base salary was increased by 2.5% on October 7, 2024 reflecting contributions and expanded responsibilities .
Performance Compensation
Annual Incentive (2024)
| Metric | Weighting | Target | Actual | Achievement | Payout Factor | Annual Incentive Paid |
|---|---|---|---|---|---|---|
| Incentive Operating Income (Consolidated) | 100% | $625 million (set Feb 1, 2024) | $757.7 million | 121% | 400% of target (no payout <96%) | $1,329,361 |
- Incentive grade level factor for Miritello: 90% of base salary .
Long-Term Equity Incentive (2024 annual grant)
| Grant Type | Grant Date | Threshold Shares | Target Shares | Maximum Shares | Performance Metric & Period | Vesting |
|---|---|---|---|---|---|---|
| Performance-Based Restricted Stock | Aug 5, 2024 | 7,200 | 9,000 | 18,000 | Adjusted EBITDA: cumulative $1.44B from Dec 31, 2023–Dec 26, 2026; vesting at 80%→80%, 100%→100%, 110%→200% (linear between) | Cliff vest after five years on July 30, 2029 |
- In 2024, all NEO equity awards were performance-based; for retention, Miritello’s vesting term is five years with acceleration upon death, disability, or change in control .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 123,871 shares as of March 13, 2025 |
| Ownership as % of Shares Outstanding | ~0.11% (123,871 / 110,756,256) |
| Options – Exercisable | 5,330 options, strike $12.29, expiring Sep 14, 2025 |
| Unvested Time-Based Restricted Stock (Market Value) | 8/07/2020: 8,000 shares ($639,680); 8/08/2022: 30,000 shares ($2,398,800) |
| Unearned Performance-Based Restricted Stock (Market/Payout Value) | 10/26/2023: 24,000 ($1,919,040); 8/05/2024: 18,000 ($1,439,280) |
| Pledging/Hedging | Corporate policy prohibits future pledging and prohibits hedging, short sales, and derivative monetization transactions |
| Dividends on Restricted Stock | $64,240 included in 2024 “All Other Compensation” |
Employment Terms
| Provision | Key Terms |
|---|---|
| Change-in-Control Agreement | Amended Feb 22, 2022: double-trigger; if terminated without cause or for good reason within 3 years post-CoC → 3x base salary + 3x average annual bonus; plus 2 years of company-paid COBRA |
| Termination Without Cause (no CoC) | 2x base salary + 2x average annual bonus (per 3-year average) |
| Single-Trigger Severance | Not permitted; company policy avoids single-trigger severance |
| Clawback/Recovery | Enhanced Recovery Policy (Nov 2023) recoups erroneously awarded incentive pay for 3 years preceding restatement; applies to NEOs and other senior policy-makers |
Potential Payments (as of Dec 28, 2024)
| Scenario | Salary & Bonus ($) | Benefits ($) | Accelerated Equity Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination Without Cause or for Good Reason Following CoC | 3,479,228 | 14,601 | 6,494,380 | 9,988,210 |
| Termination Due to Death or Disability | — | — | 6,494,380 | 6,494,380 |
| Change in Control (equity acceleration only) | — | — | 6,494,380 | 6,494,380 |
Compensation Structure Analysis
- Pay mix emphasizes at-risk compensation: higher variable vs fixed; annual incentive uses operating income with capped payouts; long-term equity uses extended cliff vesting and performance criteria .
- No single-trigger severance and no excise tax gross-ups; recovery policy and anti-hedging/anti-pledging reduce risk-taking and strengthen alignment .
- Shift away from options: since 2022 the company has generally not granted stock options, favoring restricted stock and performance-based awards .
- Discretionary bonuses in 2024 ($200,000 for Miritello) recognized outstanding leadership tied to M&A execution, indicating targeted retention incentives .
Performance & Track Record
- Company outcomes during his tenure: 2024 net sales $3,768,766k, operating income $770,389k, net income $604,879k; cash flow from operations $645,908k .
- Strategic actions: 2024 acquisitions of Nehring Electrical Works and Elkhart Products Corporation; focus on EBITDA growth and portfolio optimization .
- TSR context: cumulative value of $100 investment reached 172 in 2024 vs 161 in 2023 and 112 in 2020 .
- Company did not formally benchmark executive pay to a peer group, using a flexible approach driven by role and performance .
Governance, Shareholder Feedback, Peer Group
- Say-on-Pay support: approximately 94% approval at the 2024 Annual Meeting .
- Compensation Committee composed of independent directors; oversight of pay-for-performance design .
- No formal peer group benchmarking for NEO compensation; Committee relies on industry knowledge and internal evaluation .
Investment Implications
- Alignment: Extended five-year cliff vesting for 2024 performance-based equity and strict anti-hedging/anti-pledging policies support long-term alignment and reduce short-term selling pressure .
- Retention: Significant unearned performance-based restricted stock (24,000 from 2023; 18,000 from 2024) and time-based unvested awards (38,000 total) create strong retention hooks; upcoming option expiry (Sep 2025) is modest vs equity holdings .
- Event-driven risk: Double-trigger CoC terms and large accelerated vesting value (~$6.49 million as of year-end) can create supply risk in an acquisition scenario; however single-trigger severance is avoided and clawback applies, mitigating governance concerns .
- Pay-for-performance: Annual incentive tied to operating income (121% of target; 400% payout factor) and equity tied to multi-year adjusted EBITDA (up to 200% vesting) align compensation with earnings and cash flow performance, potentially signaling continued focus on operating leverage and disciplined M&A .