Gregory L. Christopher
MUELLER INDUSTRIESAbout Gregory L. Christopher
Gregory L. Christopher is Chairman and Chief Executive Officer of Mueller Industries (MLI); he has served as CEO since October 30, 2008, as a director since 2010, and as Chairman since January 1, 2016 . The Board classifies him as non-independent, with all three standing committees composed solely of independent directors, and a Lead Independent Director to mitigate dual-role concerns . Company pay-versus-performance data show rising “compensation actually paid” alongside improving TSR (172 in 2024 vs 104 in 2022) and robust profitability (2024 net income $604,879k; operating income $770,389k) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mueller Industries | Chief Operating Officer; President, Standard Products Division | Prior to Oct 30, 2008 | Pre-CEO operating leadership supporting later transition to CEO |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Other public company boards | None disclosed | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,450,000 | 1,450,000 | 1,473,846; increased 13.8% effective Nov 1, 2024 |
| Target Annual Bonus (% of Base) | 125% (per employment agreement) | 125% | 125% |
| Maximum Annual Bonus (% of Base) | 250% (at ≥125% of objectives) | 250% | 250% |
| “All Other Compensation” ($) | 468,579 | 602,933 | 1,040,824 (includes $873,700 dividends on RS; life insurance premiums $18,315; tax reimbursement $35,462; club memberships $43,634; tax/estate planning $5,153; 401(k) match $13,800; $50,760 personal use cost) |
Employment Agreement (March 15, 2018): Base salary not less than $1,100,000; target annual bonus 125% of base, max 250% at ≥125% of performance; Company maintains a ≥$5 million term life policy during employment .
Performance Compensation
Annual Incentive (Operating Income-based)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Non-Equity Incentive Plan Compensation ($) | 7,250,000 | 7,250,000 | 7,369,231 (at or near maximum) |
| Plan Threshold ($) | — | — | 1,473,846 (80% factor) |
| Plan Target ($) | — | — | 1,842,308 (100% factor) |
| Plan Maximum ($) | — | — | 7,369,231 (cap) |
| Performance Metric | Operating Income (company-wide) | Operating Income | Operating Income |
Long-Term Equity Incentives (Performance-Based Restricted Stock)
| Grant Year | Grant Date | Performance Metric | Threshold (#) | Target (#) | Maximum (#) | Vesting Date | Reference Period |
|---|---|---|---|---|---|---|---|
| 2024 | 8/5/2024 | Adjusted EBITDA | 80,000 | 100,000 | 200,000 | July 30, 2027 | Dec 31, 2023 – Dec 26, 2026 |
| 2023 | 10/26/2023 | Adjusted EBITDA | — | — | 270,000 unearned shares (cap 200%) | July 30, 2026 (CEO) | Jan 1, 2023 – Dec 27, 2025 |
| 2022 (one-time perf RS) | 11/09/2022 | Adjusted EBITDA | — | — | Up to 200% of granted shares; achieved maximum based on actual performance | Dec 31, 2027 | Dec 26, 2021 – Dec 28, 2024 |
2024 Stock Vested and Option Exercise
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Shares Vested (#) | — | — | 515,000 |
| Value Realized on Vesting ($) | — | — | 33,472,520 |
| Options Exercised (#) | — | — | — (none) |
Committee practices: Annual incentive based on earnings with capped payouts; LTIs designed for retention and alignment, combining performance and extended time-vesting; no peer-group benchmarking; independent Compensation Committee .
Equity Ownership & Alignment
| Item | As of/Detail | Value |
|---|---|---|
| Beneficial Ownership (shares) | Mar 13, 2025 | 1,462,431 |
| Percent of Shares Outstanding | Mar 13, 2025 | 1.3% |
| Non-vested Restricted Stock | Included in beneficial ownership | 671,000 shares (some eligible up to 200%) |
| Indirect Holdings | Trusts/children | 140,000 (wife’s trust); 144,520 (his trust); 13,600 (children) |
| Options (exercisable/unexercisable) | CEO | No outstanding options listed |
| Anti-Pledging Policy | Directors & executive officers | Future pledging prohibited |
| Anti-Hedging Policy | All insiders | Short sales, derivatives, collars, swaps prohibited |
| Recovery/Clawback | Enhanced policy (Nov 2023) | Recoup excess incentive-based pay over 3 years upon restatement |
Employment Terms
| Provision | No CIC Termination (Without Cause / Good Reason) | With CIC (Double-Trigger) | Death/Disability |
|---|---|---|---|
| Cash Severance | Base salary continuation for 36 months + 3x target annual bonus (installments) | Lump-sum base salary for 36 months + 3x target annual bonus | Pro-rata bonus |
| Benefits | Continued medical/dental/hospitalization for CEO, spouse, dependents until latest of CEO/spouse age 70 or 3 years post-termination | Same, per agreement | Benefits per policy |
| Accelerated Vesting | None (absent CIC/death/disability) | All unvested restricted stock vests at maximum for performance RS if acceleration occurs before measurement conclusion | All unvested restricted stock vests |
| Tax Treatment | No excise tax gross-ups; “modified cutback” to avoid parachute tax if economically optimal | Same | — |
| Estimated Payments (12/28/2024) | Salary+Bonus: $18,506,731; Benefits: $237,790; Accelerated vesting: $0; Total: $18,744,521 | Accelerated vesting: $106,103,120; Total: $106,103,120 | Salary+Bonus: $7,369,231; Benefits: $237,790; Accelerated vesting: $106,103,120; Total: $113,710,141 |
Agreement (indefinite term, 3/15/2018) eliminated prior single-trigger severance; payments require release and compliance with restrictive covenants .
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR (Value of $100) | 104 | 161 | 172 |
| Net Income ($000s) | 658,316 | 602,897 | 604,879 |
| Operating Income ($000s) | 877,149 | 756,053 | 770,389 |
Board Governance
- Independence: Seven of eight nominees are independent; CEO/Chairman is the only management director .
- Committees: Audit (Chair: Hansen), Compensation & Personnel Development (Chair: Goldman), Nominating & Governance (Chair: Donovan) – all independent .
- Lead Independent Director: Serves as liaison; chairs executive sessions .
- Attendance: Directors attended 100% of Board and committee meetings in 2024 .
- Director pay: As Chairman, Christopher receives neither director retainer nor meeting fees .
- Say-on-Pay: ~94% approval at 2024 Annual Meeting; Committee continues engagement with shareholders .
- Pay Ratio: CEO to median employee 531:1 for 2024 .
Insider Transactions and Vesting Pressure
| Date | Type | Shares | Price | Amount | Source |
|---|---|---|---|---|---|
| 2024-08-13 | Sale | 100,000 | $67.65 | $6,765,300 | |
| 2024-08-22 | Sale | 100,000 | $70.23 | $7,023,500 |
2024 vesting realized significant value ($33.47M), and large performance RS grants have future vest dates, indicating potential future supply from tax withholding or diversification trades at vesting .
Compensation Structure Analysis
- Mix shift: Stock awards fluctuated (2022: $25.83M; 2023: $10.16M; 2024: $12.90M), while annual incentive remained high ($7.25M in 2022–2023; $7.37M in 2024), consistent with pay-for-performance and retention design .
- Performance metrics: Annual plan uses consolidated operating income; LTIs use multi-year adjusted EBITDA targets with caps; 2022 one-time performance RS achieved maximum payout based on actual performance .
- Governance safeguards: No single-trigger severance; no excise tax gross-ups; anti-hedging and anti-pledging; enhanced clawback policy compliant with NYSE .
Equity Ownership & Director Policies
- Ownership guidelines: Directors recommended to hold equity equal to 3x annual cash director fee within five years; compliance monitored by General Counsel .
- Executive ownership: No separate executive ownership guideline disclosed in the proxy; anti-hedging and anti-pledging policies apply to executives .
Employment Terms (Restrictions)
- Post-termination coverage: Medical/dental/hospitalization for CEO, spouse, dependents through latest of CEO/spouse age 70 or 3 years post-termination (non-cause) .
- Conditions: Severance contingent on release and restrictive covenants; garden leave, non-compete/non-solicit terms not detailed in proxy summary .
Risk Indicators & Red Flags
- Alignment safeguards: Anti-hedging/anti-pledging; enhanced clawback; independent committees .
- Potential overhang: Large vesting-driven supply and notable insider sales in Aug 2024 may signal ongoing diversification or tax events .
- Say-on-pay support strong (~94%), reducing immediate shareholder pressure risk .
- Related party transactions: Governance framework addresses review; no specific related party transactions requiring disclosure noted for Compensation Committee members in 2024 .
Investment Implications
- Strong pay-for-performance linkage: Annual incentives tied to operating income and LTIs to multi-year adjusted EBITDA drive alignment; 2022 performance RS achieved maximum, and 2024 grants have significant potential payouts, supporting long-term retention and performance orientation .
- Ownership alignment and governance mitigants: CEO holds 1.3% of shares with substantial unvested RS; anti-hedging/anti-pledging and clawback reduce misalignment risk; dual CEO/Chairman role is balanced by a Lead Independent Director and fully independent committees .
- Event risk: CIC would trigger substantial equity acceleration ($106.1M), and death/disability scenarios imply large accelerated vesting; while severance cash is sizable (36 months salary + 3x target bonus), lack of gross-ups and cutback provision temper shareholder-unfriendly optics .
- Trading signals: Large vesting schedules and past insider sales suggest periodic liquidity events that can create short-term supply; monitoring upcoming vest dates (July 30, 2027; July 30, 2026; Dec 31, 2027) is prudent for timing and potential hedging by investors .