Terry Hermanson
MUELLER INDUSTRIESAbout Terry Hermanson
Terry Hermanson (age 82) is Lead Independent Director of Mueller Industries (MLI). He has served on the Board since 2003 and has been Lead Independent Director since January 1, 2019. Hermanson is Chairman and principal of Mr. Christmas Incorporated (founded 1978), bringing extensive experience in manufacturing, importing, sales, international business, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mr. Christmas Incorporated | Chairman; Principal | 1978–present | Manufacturing, importing, sales, international business, strategic planning |
| Mueller Industries, Inc. | Lead Independent Director | Jan 1, 2019–present | Chairs executive sessions of independent directors; liaison between Chair/CEO and directors |
External Roles
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Other public company boards | Public | None | No current public company directorships listed for Hermanson |
Board Governance
- Independence: The Board determined in Feb 2025 that all directors other than the CEO are independent; Hermanson is independent .
- Roles: Lead Independent Director (since Jan 1, 2019). Duties include chairing executive sessions and serving as liaison between the Chair/CEO and other directors .
- Committee assignments (current and 2024 service):
- Current: Nominating & Governance Committee member; the committee met 2 times in 2024 .
- 2024 service: Served on the Compensation & Personnel Development Committee during 2024; that committee met 3 times in 2024 .
- Attendance: In 2024, directors attended 100% of Board meetings (4 regular, 1 special) and 100% of the committee meetings on which they served .
- Board structure: 7 of 8 director nominees are independent; all board committees are fully independent; all directors elected annually .
- Anti-pledging/hedging: Directors are prohibited from future pledging of company stock and from hedging transactions .
- Related-party controls: Related-party transactions require review; the related party is recused from deliberations .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Fees Earned in Cash | $94,500 | 2024 non-employee director cash fees (includes LID and meeting fees) |
| Lead Independent Director annual fee | $90,000 | Paid to Hermanson for serving as LID |
| Committee meeting fees (policy) | $1,500 per Nominating & Governance or Compensation Committee meeting; $3,000 per Audit Committee meeting | 2024 meeting fee policy (N&G met 2x; Comp met 3x in 2024) |
Performance Compensation
| Grant | Grant Date | Instrument | Shares | Grant-Date Fair Value ($) | Vesting/Terms |
|---|---|---|---|---|---|
| Annual director equity | May 9, 2024 | Stock (director equity grant) | 2,733 | ~$160,000 (Hermanson: $160,031) | Annual grant to all non-employee directors; value as of grant date |
2024 total director compensation (Hermanson): Fees $94,500 + Stock Awards $160,031 = $254,531 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None |
| Compensation committee interlocks | None; during 2024 service on Compensation Committee, no relationships requiring Item 404 disclosure; no MLI executive served on another company’s board compensation committee and vice versa |
Expertise & Qualifications
- Chairman and principal of a long-standing merchandising/manufacturing business (Mr. Christmas Incorporated) with international operations and strategic planning experience .
- Governance experience as Lead Independent Director; chairs executive sessions and supports board-management liaison .
- Independent status affirmed by the Board (NYSE standards) .
Equity Ownership
| Metric | Value | As of |
|---|---|---|
| Beneficial ownership (shares) | 110,082 | March 13, 2025 |
| Ownership as % of shares outstanding | <1% | March 13, 2025 |
| Pledged shares | Company prohibits future pledging by directors (no director-specific pledging disclosed) | Policy in effect |
| Director stock ownership guideline | 3x annual cash director fee; expected within 5 years; compliance monitored by General Counsel | Policy |
| Section 16 filing compliance | Company believes all 2024 filing requirements were met | 2024 compliance statement |
Governance Assessment
- Strengths supporting investor confidence:
- Long-tenured, truly independent LID with defined responsibilities (executive sessions; liaison role) and full attendance in 2024 board and committee meetings .
- Clear director pay structure with meaningful equity component (annual grant) aligning economics with shareholders; anti-hedging/anti-pledging policies in place .
- No related-party transactions requiring disclosure and no compensation committee interlocks; strong committee independence .
- Board-wide shareholder support on pay (94% Say-on-Pay approval in 2024), indicating no material governance friction with investors .
- Watch items:
- Board refreshment and succession planning merit attention given director’s advanced age (82) and lengthy tenure (on board since 2003), though the board reports annual evaluations and maintains independent leadership and committee structures .