Frank Madonia
About Frank Madonia
Executive Vice President, Secretary and General Counsel of Miller Industries, Inc. (MLR). He is the signatory for the company’s proxy materials and is one of seven senior executives covered by the First Amended and Restated Change in Control Severance Plan adopted November 10, 2024 . Age, education, and start date are not disclosed in current proxies. Company performance during his executive tenure has been strong: 2024 revenue $1,257.5M, EBITDA $98.1M, Adjusted Pretax Income $98.8M, diluted EPS $5.47, with cumulative TSR of 194 (company-reported PVP metrics) .
Past Roles
Not disclosed in current proxy statements.
External Roles
Not disclosed in current proxy statements.
Fixed Compensation
Multi-year base salary history (from latest available disclosures):
| Metric | 2018 | 2019 | 2020 | 2021 (effective Jan 1) |
|---|---|---|---|---|
| Base Salary ($) | $260,338 | $267,805 | $275,860 | $284,109 |
Performance Compensation
Discretionary cash bonuses (latest available):
| Metric | 2018 | 2019 | 2020 | 2021 (paid in 2021 for 2020 performance) |
|---|---|---|---|---|
| Discretionary Bonus ($) | $55,925 | $70,950 | $90,725 | $72,000 |
- No non-equity incentive plan compensation or equity awards were reported for Madonia in 2018–2020; perquisites did not exceed $10,000 (company-wide policy context) .
- Company-wide executive annual bonus metrics (for NEOs) are tied to Adjusted Pretax Income with an ESG modifier and equity (RSU) mix at higher earnings, but Madonia is not listed as a participant in that program; his bonuses were discretionary in the disclosed years .
Equity Ownership & Alignment
- Beneficial ownership (older disclosure): 1 share as of April 1, 2021; percent of class below 1% .
- Section 16 filing practice: Madonia filed a late Form 4 on March 8, 2024 reporting exempt transactions related to vesting of time-based RSUs on March 1, 2024 and associated tax withholding, indicating RSU holdings and ongoing vesting activity (though specific grant counts for him are not tabulated in the proxy) .
- Stock ownership guidelines: executive officers must hold company stock valued at 1.5x base salary (CEO: 4x; CFO/President–International & Military: 2x) .
- Hedging/pledging: executives and directors are prohibited from hedging and from pledging company securities as collateral; trading requires preclearance and is subject to blackout periods .
Employment Terms
- Employment agreements: none for executive officers (company discloses no employment agreements) .
- Change in control severance (Amended CIC Plan, Nov 10, 2024): Madonia is one of seven covered executives. Key economics and triggers:
- Cash severance multiple: 2.0x of the sum of base salary plus average annual cash bonus for the prior two years (for Madonia’s cohort) .
- Additional benefits: pro‑rated annual bonus for year of termination; payment equal to 18x monthly COBRA premium (subject to release of claims) .
- Triggers:
- Upon a change in control, payout occurs provided the executive commits—if requested by the buyer—to remain employed for at least one year post‑transaction at the same total compensation and in a buyer‑designated role; or
- Termination by the Company without “cause” or by the executive for “good reason,” regardless of change in control .
- Definitions strengthened: “change in control” includes a 50% change in the incumbent Board; “good reason” broadened to include change in title/reporting relationship, material pay element reduction, and relocation beyond 25 miles; plan cannot be amended to reduce benefits without participant’s consent (except to comply with law) .
- Equity treatment upon triggering event: time‑based awards vest in full; performance‑based awards vest at greater of actual or target (if granted) .
- Clawback policy: incentive compensation for current/former executive officers is subject to recovery in the event of a required accounting restatement for the prior three completed fiscal years (no-fault standard) .
Company Pay-for-Performance Context (for alignment assessment)
Key performance metrics (company-level, Pay Versus Performance table):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000s) | $651,286 | $717,476 | $848,456 | $1,153,354 | $1,257,500 |
| EBITDA ($000s) | $48,190 | $34,157 | $40,873 | $93,001 | $98,128 |
| Adjusted Pretax Income ($000s) | $38,097 | $22,265 | $29,585 | $86,929 | $98,814 |
| Diluted EPS ($) | $2.62 | $1.42 | $1.78 | $5.07 | $5.47 |
| TSR (Indexed) | 104 | 94 | 77 | 124 | 194 |
Additional governance and shareholder feedback:
- Say‑on‑pay approvals: 95.7% (2023), 94.5% (2024) .
- Compensation peer group used by the Compensation Committee (examples): Park‑Ohio (PKOH), Astec (ASTE), Shyft (SHYF), Commercial Vehicle Group (CVGI), Stoneridge (SRI), L.B. Foster (FSTR), Blue Bird (BLBD), Motorcar Parts of America (MPAA), Enerpac (EPAC), Douglas Dynamics (PLOW), NN, Inc. (NNBR) .
Risk Indicators & Red Flags
- Single‑trigger payout feature at change‑in‑control (with buyer-required one‑year service commitment) is less common than pure double‑trigger designs; it may affect transaction incentives and retention dynamics around potential strategic events .
- Late Section 16 Form 4 filing in 2024 for RSU vesting (administrative control/process issue; modest severity) .
- Anti‑hedging/anti‑pledging policies reduce alignment risks from collateralization or downside hedging, and stock ownership guidelines enhance alignment (1.5x base salary for executives) .
Compensation Structure Analysis
- Shift toward equity and formulaic incentives at the NEO level since 2023 (Adjusted Pretax Income plus ESG modifier; RSUs with 3‑year vest and 5‑year holding) enhances pay‑for‑performance and long‑term alignment; Madonia’s disclosed compensation in 2018–2021 remained discretionary cash plus base salary, with evidence of RSU vesting activity in 2024 .
- CIC plan changes in 2024 materially increased severance multiples (e.g., 2.0x for Madonia’s cohort) and broadened “good reason,” likely improving retention but increasing potential parachute costs and sensitivity to governance optics .
- Clawback implemented (NYSE/SEC-compliant), anti‑hedging/pledging enforced, and executive stock ownership guidelines in place, supporting governance quality .
Investment Implications
- Alignment: Stock ownership guidelines and RSU vesting policy (with holding requirements at the NEO level) combined with strong performance metrics and positive say‑on‑pay outcomes indicate a governance framework favoring shareholder alignment; Madonia is covered by key governance policies (clawback, hedging/pledging ban) .
- Retention & transaction dynamics: Enhanced CIC economics (2.0x salary+bonus; broader “good reason”; equity acceleration) materially improve executive retention but introduce larger change‑in‑control costs and a single‑trigger pathway contingent on buyer’s request—worth monitoring for potential transaction incentives or takeover defenses .
- Selling pressure: RSU vesting cycles (e.g., March 1 annually for legacy grants) can create predictable windows for tax-related sales; prohibition on pledging mitigates collateral pressure. The late Form 4 in 2024 suggests some process risk but not a structural issue .
- Execution risk: No individual performance targets disclosed for Madonia; his historical pay (2018–2021) was discretionary. Company-level performance has strengthened substantially since 2022, which supports incentive realizations across the team, but individual linkage for Madonia is less transparent to investors .