Gary S. Gladstein
MUELLER INDUSTRIESAbout Gary S. Gladstein
Independent director of Mueller Industries, Inc. (MLI), age 80, serving since 2000, and former Chairman of the Board (2013–2015). He is currently an independent investor and consultant; previously Partner and Chief Operating Officer at Soros Fund Management (1985–1999) and Senior Consultant at Soros Fund Management (2000–Aug 31, 2004). The Board cites his financial and accounting expertise and deep corporate governance experience; he is affirmed independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mueller Industries, Inc. | Chairman of the Board | 2013–2015 | Board leadership; governance oversight |
| Mueller Industries, Inc. | Director (prior term) | 1990–1994 | Board service |
| Soros Fund Management | Partner & Chief Operating Officer | 1985–1999 | Led operations at major investment firm; financial management |
| Soros Fund Management | Senior Consultant | 2000–Aug 31, 2004 | Strategic advisory |
External Roles
| Organization | Role | Status/Period | Notes |
|---|---|---|---|
| Inversiones y Representaciones Sociedad Anónima | Director | Past five years | Public company directorship (outside U.S.) |
| Darien Rowayton Bank | Director | Past five years | Banking sector role |
| Various private companies | Director | Past five years | Private company boards |
| Current other public company boards | — | None | No current public boards per proxy |
Board Governance
- Independence: Board determined in Feb 2025 that all directors except the CEO are independent under NYSE rules; Gladstein is independent .
- Committees: Member, Compensation and Personnel Development Committee (3 meetings in 2024; all committees are fully independent). Not a chair .
- Attendance: Board held 4 regular and 1 special meeting in 2024; directors attended 100% of Board and committee meetings on which they served .
- Lead Independent Director: Board maintains an LID who chairs executive sessions of independent directors, with all committees composed entirely of independent directors .
- Anti-pledging/hedging: Corporate Governance Guidelines prohibit future pledging and prohibit hedging/derivatives by directors; enhanced clawback (Recovery Policy) approved Nov 2023 .
Fixed Compensation
| Component (2024) | Amount ($) | Detail |
|---|---|---|
| Annual fee (non-employee directors) | 80,000 | Standard cash retainer (Lead Independent Director receives $90,000) |
| Committee meeting fees | 4,500 | $1,500 per Compensation Committee meeting × 3 meetings in 2024 |
| Total cash fees earned | 84,500 | Reported for Gladstein in 2024 |
Performance Compensation
| Equity Award (2024) | Grant Date | Shares Granted | Grant-Date Fair Value ($) |
|---|---|---|---|
| Annual director stock grant | May 9, 2024 | 2,733 | 160,031 (Gladstein’s reported stock award value) |
- Director stock ownership guideline: Directors are expected to hold equity equal to 3× the annual cash director fee within five years; compliance monitored by General Counsel (individual compliance status not disclosed) .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | No member (including Gladstein) was an officer/employee; no related-party relationships requiring Item 404 disclosure; no cross-committee interlocks with other companies’ executives in 2024 |
| Related party transactions policy | Audit Committee reviews proposed related-party transactions; related party is recused; no individual transactions disclosed for Gladstein |
Expertise & Qualifications
- Financial and accounting expertise; strategic advisory experience from senior roles at Soros Fund Management .
- Deep familiarity with corporate governance via service on compensation, audit and other public company board committees .
Equity Ownership
| Holder | Shares Beneficially Owned | Components/Notes | Percent of Class |
|---|---|---|---|
| Gary S. Gladstein | 359,873 | Includes 59,556 shares subject to currently exercisable stock options and 290,206 shares held by a trust of which he is beneficiary | Less than 1% |
- Shares outstanding: 110,756,256 as of March 13, 2025 (for percent-of-class context) .
Governance Assessment
- Board effectiveness: Gladstein is a long-tenured independent director with 100% attendance and active service on the Compensation and Personnel Development Committee, which met three times in 2024; committee oversight spans executive compensation, succession planning, human capital, culture, and safety .
- Alignment and incentives: His 2024 compensation mix was cash fees plus a standardized equity grant (2,733 shares), consistent with practices that emphasize equity alignment for directors; stock ownership guidelines at 3× cash fee further support alignment .
- Conflicts/Red flags: No related-party transactions or compensation committee interlocks disclosed for Gladstein; anti-pledging/hedging and clawback policies mitigate risk. No current public company interlocks or supplier/customer board overlaps are disclosed .
- Shareholder sentiment indicator: Company’s 2024 say‑on‑pay support was ~94%, suggesting broad investor support for compensation governance; while NEO-focused, it underpins committee credibility where Gladstein serves .
Director Compensation Table (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Gary S. Gladstein | 84,500 | 160,031 | 244,531 |
Committee Assignments (2024)
| Committee | Role | Meetings |
|---|---|---|
| Compensation & Personnel Development | Member | 3 |
| Audit | — | — |
| Nominating & Governance | — | — |
Insider Reporting & Ownership Snapshot
| Item | Status |
|---|---|
| Section 16(a) compliance (2024) | Company believes all officer/director filing requirements were complied with |
| Director beneficial ownership breakdown | Options exercisable: 59,556; Trust-held shares: 290,206 (included in total beneficial ownership) |
Attendance
| 2024 Meetings | Attendance |
|---|---|
| Board: 4 regular, 1 special; Committees as scheduled | Directors attended 100% of Board and committee meetings |
Independence
| Determination (Feb 2025) | Notes |
|---|---|
| Independent | Board affirmed independence for all non-management directors, including Gladstein |
Policies Mitigating Risk
| Policy | Key Provision |
|---|---|
| Anti-pledging | Prohibits future pledging of company stock by directors and executive officers |
| Anti-hedging | Prohibits short sales, options, swaps, collars, forwards, and hedging transactions by insiders |
| Recovery (Clawback) | Enhanced policy (Nov 2023) to recoup erroneously awarded incentive compensation over prior three years upon restatement |
RED FLAGS: None disclosed for Gladstein in 2024—no related-party transactions; no interlocks; compliance with insider reporting; equity grant follows standardized board framework; anti-pledging/hedging and clawback policies in place .