John B. Hansen

About John B. Hansen

John B. Hansen, age 78, has served on Mueller Industries’ Board since 2014 and is currently an independent director and Chairman of the Audit Committee . He retired from the Company as Executive Vice President in 2014 after holding roles including President–Plumbing Business, President–Manufacturing Operations, and Senior Vice President–Strategy and Industry Relations, bringing extensive industry experience and deep knowledge of Mueller’s operations and markets . The Board has affirmatively determined he is independent; for Mr. Hansen it specifically noted that more than five years have elapsed since his 2014 retirement from executive roles at the Company, consistent with NYSE standards . All directors attended 100% of Board and applicable committee meetings in 2024, indicating strong engagement .

Past Roles

External Roles

Board Governance

• Independence: Independent director; independence affirmed by the Board in February 2025 (all non-management directors except the CEO are independent; Hansen meets NYSE standards given >5-year cooling-off period since 2014 retirement) .
• Committee assignments: Audit Committee – Chair; fellow members William C. Drummond and Charles P. Herzog, Jr.; 6 Audit Committee meetings in 2024 .
• Attendance: Directors attended 100% of Board meetings (4 regular, 1 special) and applicable committee meetings in 2024 .
• Committee composition: All three standing committees (Audit; Compensation & Personnel Development; Nominating & Governance) are composed entirely of independent directors .
• Lead Independent Director: Terry Hermanson serves as Lead Independent Director and chairs executive sessions of independent directors .
• Audit Committee expertise: All Audit members are financially literate; Mr. Drummond is designated the Audit Committee financial expert under SEC rules .

Fixed Compensation

• Director fee structure (2024):
  • Annual fee for non-employee directors: $80,000 .
  • Lead Independent Director annual fee: $90,000 .
  • Committee chair fees: Audit Chair $25,000; Compensation and Nominating Chairs $10,000 each .
  • Meeting fees: $3,000 per Audit Committee meeting; $1,500 per Compensation or Nominating meeting .

Performance Compensation

• Annual equity award for non-employee directors (2024): 2,733 shares granted on May 9, 2024 (aggregate grant date value approximately $160,000) .
• Stock awards are reported at grant-date fair value under ASC 718 (Company notes valuation approach in footnotes) .

The proxy describes director equity as a fixed-share stock grant; no performance-vesting metrics are disclosed for director equity awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Nominated for extensive industry experience and deep knowledge of the Company, its operations, and global markets served .
• Audit Committee leadership as Chair; committee members independent and financially literate; Mr. Drummond designated financial expert per SEC rules .

Equity Ownership

Governance Assessment

• Strengths and alignment signals:

  • Independent director and Chair of the Audit Committee, with full-Board and committee independence structures in place (all committees entirely independent) .
  • 100% attendance in 2024 across Board and applicable committees indicates strong engagement .
  • No current other public company directorships, limiting interlocks and external conflicts; no compensation committee interlocks disclosed for 2024 .
  • Director stock ownership guidelines (3x cash retainer), anti-pledging and anti-hedging policies, and a formal clawback (Recovery) Policy enhance alignment and risk controls .
  • Say-on-pay support of approximately 94% in 2024 suggests broad shareholder approval of compensation governance .

• Watch items:

  • Hansen is a former Company EVP (retired 2014); independence relies on the elapsed >5-year cooling-off period, and the Board has affirmatively determined his independence under NYSE rules .
  • Related-party transaction oversight is housed within the Audit Committee, with policy safeguards; the proxy outlines the review framework for any such transactions (no specific transactions are listed in that section) .

• Director compensation context:

  • 2024 cash fees of $126,000 and a standardized equity grant worth ~$160,000 align with the Company’s mix of cash plus equity for non-employee directors; Audit Chair responsibilities carry an additional $25,000 retainer and Audit meeting fees of $3,000 per meeting .

Appendix: Board/Committee Snapshot (2024)