Jeffrey A. Martin
MUELLER INDUSTRIESAbout Jeffrey A. Martin
Executive Vice President, Chief Financial Officer & Treasurer of Mueller Industries since February 14, 2013; age 58 as of March 13, 2025 . In 2024, the company delivered net sales of $3,768.8 million, net income of $604.9 million, and adjusted EBITDA of $817.7 million, with TSR rising to 172 on a $100 base; performance over 2020–2024 reflects sustained value creation alongside margin expansion and cash generation . Martin received a discretionary bonus in 2024 for leadership on successful M&A execution, reinforcing his direct impact on strategic initiatives .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mueller Industries | Interim CFO | Oct 26, 2012 – Feb 14, 2013 | Oversight of finance function during transition |
| Mueller Industries | VP – Corporate Development | Jan 11, 2011 – Oct 26, 2012 | Corporate development responsibilities |
| Mueller Industries | VP – Finance & Corporate Development | Aug 1, 2008 – Jan 11, 2011 | Finance and corporate development leadership |
| Mueller Industries | VP – Operations, Standard Products Division | Pre–Aug 1, 2008 | Operations leadership in Standard Products |
Fixed Compensation
| Metric (FY 2024) | Amount |
|---|---|
| Base Salary ($) | 469,298 |
| Target Bonus (% of base) | 90% |
| Actual Annual Incentive ($) | 1,689,473 |
| Discretionary Bonus ($) | 300,000 (M&A leadership) |
| All Other Compensation ($) | 230,111 (incl. $206,396 in RS dividends; $13,800 401(k); club/tax planning) |
Performance Compensation
Annual Cash Incentive (2024)
| Metric | Weighting | Target | Actual | Achievement | Payout Factor | Payout ($) |
|---|---|---|---|---|---|---|
| Consolidated Operating Income | 100% | $625m | $757.7m | 121% | 400% | 1,689,473 |
- Performance factor scale examples: 96%→80%, 100%→100%, 112%→350%, 115%→400% (max) .
Long-Term Equity Incentives (2024 Grants)
| Grant Date | Instrument | Performance Metric | Performance Period | Threshold | Target | Maximum | Vesting |
|---|---|---|---|---|---|---|---|
| Aug 5, 2024 | Performance-based RS | Cumulative Adjusted EBITDA vs $1.44B target | Dec 31, 2023 – Dec 26, 2026 | 80% achievement → 80% vesting | 100% → 100% vesting | 110% → 200% vesting | Cliff vest July 30, 2027 (3 years) |
| Shares (2024 Grant) | Threshold (#) | Target (#) | Maximum (#) | Grant-date FV ($) |
|---|---|---|---|---|
| Performance RS (Martin) | 22,400 | 28,000 | 56,000 | 3,612,840 |
- Program design emphasized retention with cliff vesting and acceleration upon death, disability, or change in control; 2024 NEO awards were 100% performance-based .
Equity Ownership & Alignment
| Data Point | Detail |
|---|---|
| Beneficial Ownership (as of Mar 13, 2025) | 342,958 shares; <1% of class |
| Non‑vested RS (time‑based) | 12,000 shares; market value $959,520 |
| Unearned Performance RS (subject to EBITDA metric) | 96,000 (8/8/2022); 72,000 (10/26/2023); 56,000 (8/5/2024) |
| Market value of unearned performance RS | $7,676,160 (2022); $5,757,120 (2023); $4,477,760 (2024) |
| 2024 Shares Vested | 122,600 shares; value realized $8,329,496 |
| Options Exercised (2024) | None |
| Anti‑pledging/hedging | Pledging of company stock by directors/executives prohibited; hedging prohibited |
| Clawback policy | Enhanced recovery policy (Nov 2023) applies to NEOs and other policy‑making officers; 3‑year lookback on restatements |
Vesting cadence and potential selling pressure:
- Upcoming vest dates contingent on performance: 2022 grants vest July 30, 2025; 2023 grants July 30, 2026; 2024 grants July 30, 2027, creating periodic unlocks that can influence insider supply if performance thresholds are met .
Employment Terms
| Provision | Terms |
|---|---|
| Change‑in‑control (CIC) – severance (amended Feb 22, 2022) | If terminated without cause/for good reason within three years post‑CIC: 3x base salary + 3x average bonus; plus 2 years company‑paid health coverage (COBRA) |
| Non‑CIC termination (without cause) | 2x base salary + 2x average bonus |
| CIC vesting | Accelerated vesting of unvested RS; performance RS vest at maximum if acceleration before performance period end |
| Single‑trigger severance | Not provided (company policy) |
| Tax gross‑ups | Not permitted (company policy) |
Illustrative estimated payouts if terminated on Dec 28, 2024:
| Scenario | Salary & Bonus ($) | Benefits ($) | Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|
| Termination without cause/for good reason following CIC | 4,343,553 | 39,299 | 19,146,880 | 23,529,732 |
| Death/Disability | — | — | 19,146,880 | 19,146,880 |
| CIC (no termination) | — | — | 19,146,880 | 19,146,880 |
Compensation Structure Analysis (Multi‑Year)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 425,000 | 434,808 | 469,298 |
| Stock Awards | 3,244,560 | 2,709,720 | 3,612,840 |
| Non‑Equity Incentive | 1,530,000 | 1,565,307 | 1,689,473 |
| Bonus (discretionary) | — | — | 300,000 |
| All Other Compensation | 149,207 | 130,052 | 230,111 |
| Total Compensation | 5,348,767 | 4,839,887 | 6,301,722 |
Observations:
- Mix remains heavily at‑risk via performance RS and annual incentive; no option grants to Martin since at least 2020, aligning with shift toward RS over options company‑wide .
- Discretionary cash introduced in 2024 for M&A execution; policies still emphasize pay‑for‑performance and risk controls (caps, clawback, no gross‑ups) .
Performance & Track Record
- 2024 operating performance: operating income $770.4 million; net income $604.9 million; adjusted EBITDA $817.7 million; operating cash flow ~$645.9 million; capex $80.2 million .
- NEO annual incentive tied to consolidated operating income; achievement at 121% of target yielded maximum 400% factor for 2024 .
- Martin’s discretionary bonus cited for “outstanding leadership” in executing 2024 M&A initiatives (Nehring Electrical Works and EPC), consistent with his corporate development background .
Compensation Committee & Say‑on‑Pay
- Compensation Committee members (2024): Scott J. Goldman (Chair), Elizabeth Donovan, Gary S. Gladstein; fully independent .
- 2024 Say‑on‑Pay support ~94% (excluding abstentions/broker non‑votes), indicating investor approval of pay practices .
Investment Implications
- Alignment: Significant unearned performance RS tranches (potentially up to 224,000 shares at target across 2022–2024 grants) contingent on multi‑year EBITDA—strong linkage to earnings quality and cash flow; anti‑hedging/anti‑pledging and enhanced clawback mitigate misalignment risk .
- Supply dynamics: Material vesting events scheduled for July 30, 2025/2026/2027; 122.6k shares vested in 2024 with $8.33m realized—monitor Form 4 filings around vest dates for selling pressure signals .
- Retention/CIC economics: Double‑trigger CIC at 3x salary+bonus plus full acceleration supports deal neutrality but creates meaningful event‑driven value transfer; outside CIC severance at 2x could reduce voluntary turnover risk while maintaining discipline (no gross‑ups) .
- Pay‑for‑performance: Annual incentive tied to consolidated operating income and capped; 2024 performance at 121% target yielded max payouts, consistent with strong operational execution and shareholder returns (TSR 172) .