William C. Drummond
MUELLER INDUSTRIESAbout William C. Drummond
William C. Drummond, age 71, has served as an independent director of Mueller Industries (MLI) since 2022. A Certified Public Accountant, he is a Principal of The Marston Group PLC (since 2013) and previously was a partner at Ernst & Young LLP (EY) until 2012 . He serves on MLI’s Audit Committee and has been designated an “audit committee financial expert” by the Board under SEC rules, reflecting accounting and financial management expertise . The Board determined he is independent under NYSE standards, explicitly reviewing his former EY affiliation and obtaining EY’s written confirmation of no remaining unfunded retirement benefits or other ties; all directors other than the CEO are independent. Directors collectively attended 100% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Partner | Through 2012 | Background in audit/tax; foundation for designation as Audit Committee financial expert |
| Mueller Industries (board) | Independent Director | Since 2022 | Audit Committee member |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Marston Group PLC (CPA/advisory firm) | Principal | Since 2013 | Brings accounting, tax, audit expertise to MLI Board work |
Board Governance
| Attribute | Detail |
|---|---|
| Independence status | Independent; Board reviewed former EY affiliation, obtained EY’s written confirmation of no ongoing ties; independence affirmed (Feb 2025 review) |
| Committees | Audit Committee member (current members: Hansen (Chair), Drummond, Herzog). Six meetings in 2024 |
| Financial expert designation | Drummond designated as “audit committee financial expert” under SEC rules |
| Attendance | Directors attended 100% of Board and committee meetings in 2024; policy expects all directors to attend annual meetings (all attended 2023 annual meeting) |
| Lead Independent Director | Board has a Lead Independent Director who chairs executive sessions (role held by Hermanson) |
| Related-party oversight | Audit Committee oversees related-party transactions; related parties recuse from discussion/vote |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Policy/Amount | Drummond 2024 Actual |
|---|---|---|
| Annual cash retainer (non-employee directors) | $80,000 | Included in $98,000 total cash |
| Meeting fees | $3,000 per Audit Committee meeting; $1,500 per Comp or Nominating meeting | Audit Committee met 6x in 2024 ; cash total for Drummond $98,000 (implies retainer + meeting fees) |
| Chair fees | $25,000 (Audit Chair); $10,000 (Comp Chair/Nominating Chair) | Not applicable (not a chair) |
| Lead Independent Director fee | $90,000 (Lead Independent Director only) | Not applicable |
| 2024 Non-Employee Director Compensation (from Proxy) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William C. Drummond | 98,000 | 160,031 | 258,031 |
- Equity mix signal: 2024 compensation weighted to equity (approx. 62% equity: $160,031 of $258,031) based on disclosed amounts .
Performance Compensation (Director)
| Element | Detail |
|---|---|
| Annual equity grant | All non-employee directors received 2,733 shares of company stock on May 9, 2024 (~$160,000 grant date value) |
| Performance metrics | None disclosed for director equity; director pay delivered as cash retainers/meeting fees plus time-based stock grants (no performance criteria disclosed for directors) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current other public company boards | None (as disclosed in director nominee summary) |
| Compensation Committee interlocks | Company disclosure states no compensation committee interlocks in 2024; Drummond is not on the Compensation Committee |
Expertise & Qualifications
- CPA with deep accounting, audit, and tax background; principal at a CPA/advisory firm .
- Audit Committee financial expert designation, financially literate; relevant to oversight of financial reporting, controls, cybersecurity risk oversight within the Audit Committee’s remit .
- Board notes stock ownership requirements for directors and robust governance policies (anti-pledging, anti-hedging, clawback) supporting alignment and risk control .
Equity Ownership
| Holder | Common Stock Beneficially Owned (as of Mar 13, 2025) | Percent of Class |
|---|---|---|
| William C. Drummond | 15,133 | <1% |
| Ownership Policy | Detail |
|---|---|
| Director stock ownership guideline | 3x annual cash director fee (includes vested/unvested equity; only vested, near-term exercisable options count) |
| Compliance timing | Expected within five years of Board election; Drummond elected in 2022 (implies guideline window through 2027) |
| Hedging/Pledging | Hedging prohibited; future pledging prohibited for directors and officers |
Governance Assessment
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Strengths for investor confidence:
- Independence vetted despite prior EY partnership; EY confirmed no unfunded retirement benefits or other ties, and Board affirmed independence .
- Audit Committee financial expert with relevant CPA credentials; supports oversight of financial reporting, controls, and auditor independence .
- Strong engagement: Board/committee attendance at 100% in 2024 .
- Pay alignment: Majority of 2024 director compensation delivered in stock (2,733 shares; ~$160k), balancing fixed cash with equity exposure .
- Alignment/controls: Director stock ownership guideline (3x cash fee), anti-hedging/anti-pledging, and an enhanced clawback policy underscore risk-aware governance .
-
Potential conflict optics (mitigated):
- Prior EY partner while EY serves as MLI’s auditor; the Board’s explicit independence review and EY’s written confirmations mitigate perceived conflict risk .
-
Additional signals:
- No other public boards disclosed (reduced interlock risk) .
- Company’s 2024 say‑on‑pay support at ~94% indicates strong shareholder backing of compensation governance (contextual governance signal) .