Deborah Whitmire
Executive Vice President, Chief Financial Officer, and Treasurer at MILLER INDUSTRIES INC /TN/
Executive
About Deborah Whitmire
Deborah L. Whitmire (age 59) is Executive Vice President, Chief Financial Officer, and Treasurer of Miller Industries (MLR), serving as CFO since January 2017 after progressively senior finance roles at the company since 1996 . During her current tenure, Miller’s pay-for-performance framework ties executive equity and cash incentives to Adjusted Pretax Income and ESG progress; in 2024, Miller delivered revenue of $1,257.5M, EBITDA of $98.1M, Adjusted Pretax Income of $98.8M, diluted EPS of $5.47, and a company TSR index value of 194 .
Past Roles
| Organization | Role | Years | Strategic Notes |
|---|---|---|---|
| Miller Industries, Inc. | EVP, CFO & Treasurer | Jan 2017 – Present | Senior finance leadership; oversight of corporate finance and treasury |
| Miller Industries, Inc. | VP & Corporate Controller | Jan 2014 – Dec 2016 | Led corporate accounting and reporting |
| Miller Industries Towing Equipment Inc. | Corporate Controller | Mar 2005 – Jan 2014 | Oversaw divisional accounting controls and reporting |
| Miller Industries Towing Equipment Inc. | Director of Finance – Manufacturing | Apr 2000 – Mar 2005 | Led manufacturing finance; cost and operations support |
| Miller Industries Towing Equipment Inc. | Controller | Oct 1997 – Apr 2000 | Division controller responsibilities |
| Miller Industries Towing Equipment Inc. | Accounting Manager | Oct 1996 – Oct 1997 | Accounting management |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($USD) | $333,366 | $447,692 | $468,000 |
| Holiday Bonus ($USD) | $500 | $1,500 | $1,750 |
| Non-Equity Incentive (Cash Bonus) ($USD) | $147,926 | $684,563 | $778,163 |
| Stock Awards – Grant-Date Fair Value ($USD) | $898,500 | — (grants tied to 2023 performance reported in 2024) | $642,343 |
| CFO Share of Bonus Pool (%) | 14% | 14% | 14% |
Notes:
- 2023 bonuses paid in 2024 and 2024 bonuses paid in 2025 per program design .
- The 2024 stock awards reflect RSUs granted and valued at grant-date fair value; 2023 proxy shows “—” because those RSUs were granted in 2024 for 2023 performance .
Performance Compensation
| Component | Weight | Target Structure | 2023 Actual | 2023 CFO Payout | Vesting | 2024 Actual | 2024 CFO Payout | Vesting |
|---|---|---|---|---|---|---|---|---|
| Adjusted Pretax Income | 80% of pool | Pool % scales by ATI; at >$50M pool = 11.25% with 50% cash/50% RSUs | $86.929M | Cash $684,563; RSUs 15,189 | RSUs vest in 3 equal annual installments starting Mar 6, 2025 | $98.814M | Cash $778,163; RSUs 17,409 | RSUs vest in 3 equal annual installments starting Mar 15, 2026; 5-year holding requirement |
| ESG Progress | 20% of pool (Committee discretion) | Discretionary up to 20% reduction based on progress | Full 20% earned (no reduction) | Included in totals above | Included in totals above | Full 20% earned (no reduction) | Included in totals above | Included in totals above |
Equity Ownership & Alignment
| As-of Date | Beneficial Shares | Unvested RSUs | % of Shares Outstanding | Shares Outstanding | Notes |
|---|---|---|---|---|---|
| Mar 31, 2025 | 17,739 | 39,535 | <1% (table designation) | 11,459,278 | Executive ownership guidelines: CFO must hold stock valued at 2× base salary |
| Apr 22, 2024 | 9,120 | 33,189 | <1% (table designation) | 11,469,960 | Hedging and pledging are prohibited for executives and directors |
Vesting schedules and upcoming share delivery cadence:
- Mar 1, 2022 RSU grant (time-based): vests in five equal annual installments starting Mar 1, 2023; unvested 18,000 at 12/31/2024 implies 6,000/year (vested 6,000 on Mar 1, 2024 valued at $271,680) . Next scheduled vesting: 6,000 on Mar 1, 2025 .
- Mar 6, 2024 RSU grant: 15,189 RSUs; vest in three equal annual installments starting Mar 6, 2025 (~5,063 per installment) .
- Mar 15, 2025 RSU grant (from 2024 bonus): 17,409 RSUs; vest in three equal annual installments starting Mar 15, 2026 (~5,803 per installment); 5-year holding requirement applies .
Insider trading controls:
- Securities Trading Policy includes blackout periods, pre-clearance, and allows 10b5‑1 plans; prohibits hedging/pledging for executives/directors .
Employment Terms
| Term | Details |
|---|---|
| Company Tenure | Joined Oct 1996; CFO since Jan 2017 |
| Employment Agreement | None; company states no employment agreements with NEOs |
| Clawback | NYSE/SEC-compliant Excess Incentive-Based Compensation Recoupment Policy (3-year lookback; no fault requirement) |
| Stock Ownership Guidelines | CFO required to hold stock valued at 2× base salary; sales restricted until guideline met (tax withholding exceptions) |
| Change-in-Control (CIC) Plan | First Amended and Restated CIC Plan (Nov 10, 2024): payout multiple increased to 2.5× (base salary + average prior two years’ cash bonus); benefits payable upon (i) CIC (with a one-year employment commitment at buyer’s request) or (ii) termination without cause/with good reason (even absent CIC). Includes pro‑rated bonus and 18× monthly COBRA premium; time-based awards vest fully; performance-based vest at greater of actual or target . |
| Estimated CIC Payouts (as of 12/31/2024) | Cash severance $3,256,196; accelerated equity $2,169,233; COBRA amount excluded for Whitmire (not covered under company health plan in 2024) . |
Performance Compensation – RSU Grant and Vesting Detail
| Grant Date | Award Type | Total RSUs | Vesting Schedule | First Vest Date | Notable Restrictions |
|---|---|---|---|---|---|
| Mar 1, 2022 | Time-based RSUs | Implied 30,000 (5×6,000) | 5 equal annual installments | Mar 1, 2023 | Standard RSU; 6,000 vested Mar 1, 2024 ($271,680) |
| Mar 6, 2024 | Time-based RSUs | 15,189 | 3 equal annual installments | Mar 6, 2025 | Standard RSU |
| Mar 15, 2025 | Time-based RSUs (from 2024 bonus) | 17,409 | 3 equal annual installments | Mar 15, 2026 | 5‑year holding requirement |
Compensation Structure Observations
- Pay-for-performance alignment: Bonuses are strictly formulaic against Adjusted Pretax Income with a clear equity/cash mix by threshold; ESG goals can reduce up to 20%, but full ESG funding was awarded in both 2023 and 2024 based on progress .
- Equity-heavy incentives: For ATI >$50M, 50% of the bonus is delivered in RSUs with multi‑year vesting and additional holding requirements, reinforcing retention and alignment .
- Peer benchmarking and governance: Pearl Meyer advised the Compensation Committee; program target positioning around peer 50th percentile; say‑on‑pay support was 94.5% in 2024 and 95.7% in 2023, indicating shareholder endorsement .
- Risk mitigants: Clawback policy, anti‑hedging/pledging policy, ownership guidelines, committee independence, and explicit performance measure design reduce compensation risk .
Investment Implications
- Near-term selling pressure: Expected vesting of ~11,063 RSUs in 2025 (6,000 on Mar 1, 2025 from 2022 grant and ~5,063 on Mar 6, 2025 from the 2024 grant) could introduce mechanical settlement-related selling, though trading is governed by blackout periods and policy .
- Retention risk vs CIC economics: Enhanced CIC multiple (2.5×) and single-trigger element upon CIC (with one-year commitment) raise change-of-control economics but also serve as retention levers; accelerated vesting terms increase realized value in a transaction, aligning management with shareholder premium capture .
- Performance sensitivity: Incentive funding is directly exposed to Adjusted Pretax Income; macro and regulatory factors (e.g., CARB rules, supply chain cadence) impacting profitability will flow through payouts, creating a transparent link between fundamentals and comp-driven equity issuance .
- Governance signal: Strong say-on-pay approvals and clear clawback/ownership controls suggest low governance red flags; hedging/pledging prohibitions support alignment .