Jeffrey Badgley
About Jeffrey Badgley
Jeffrey I. Badgley is President of International & Military at Miller Industries (MLR) and previously served as Co‑Chief Executive Officer until March 7, 2022, when he transitioned to his current role . Under his tenure as senior leadership, Miller’s financial performance strengthened in 2024: revenue rose to $1,257.5 million (from $1,153.4 million in 2023), EBITDA increased to $98.1 million (from $93.0 million), and cumulative TSR reached 194 (vs. 124 in 2023), while diluted EPS was $5.47 . Shareholders have strongly supported Miller’s pay practices, with 94.5% approval on say‑on‑pay in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Miller Industries, Inc. | Co‑Chief Executive Officer | Through Mar 7, 2022 | Led the company through the pandemic recovery; set foundation for subsequent revenue, EBITDA, and TSR improvement |
| Miller Industries, Inc. | President, International & Military | Mar 7, 2022 – Present | Oversees international and defense segments; aligned incentives to Adjusted Pretax Income and ESG progress |
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2024 | 627,317 | 4% increase from 2023 levels |
| 2025 | — | Committee approved 4% increases effective Jan 1, 2025 |
Performance Compensation
- Executive Annual Bonus Program design:
- Pool formula based on Adjusted Pretax Income with threshold at $10 million; tiers at >$10M (5%), >$25M (8%), >$50M (11.25%); payout mix shifts from 100% cash to 50% cash/50% RSUs at the highest tier .
- Up to 20% of funding subject to ESG progress; RSUs under the program vest in three equal annual installments and carry a 5‑year holding requirement .
- Badgley’s allocation of the bonus pool is 8% .
| Metric | Weighting | Target | Actual FY2024 | Payout (Cash) | Payout (Equity) | Vesting |
|---|---|---|---|---|---|---|
| Adjusted Pretax Income (Non‑GAAP) | Primary driver | 11.25% pool at >$50M; 50% cash / 50% RSUs | $98.814M | $444,665 (paid in 2025) | 9,948 RSUs (granted Mar 15, 2025) | RSUs vest in 3 equal tranches from Mar 15, 2026; 5‑year holding requirement |
| ESG Progress | Up to −20% adjustment | Committee assessment | Full 20% earned for 2024 (no reduction) | — | — | — |
Additional long‑term equity awards:
- 2024 grant (time‑based RSUs): 8,679 on Mar 6, 2024; vest in 3 equal annual installments from Mar 6, 2025; grant date fair value $391,163 .
- 2022 grant (time‑based RSUs): vests in 5 equal annual installments commencing Mar 1, 2023; continuing vest dates include Mar 1, 2025/2026/2027 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 15,879 shares; less than 1% of outstanding |
| Unvested RSUs (as of 12/31/2024) | 18,000 (2022 grant) with market value $1,176,480; 8,679 (2024 grant) with market value $567,259 (valued at $65.36 closing price) |
| RSUs granted for FY2024 performance | 9,948 (granted Mar 15, 2025) |
| Stock ownership guidelines | 2x base salary for President – International & Military |
| Compliance status | Not disclosed |
| Pledging/Hedging | Prohibited for executive officers and directors by Securities Trading Policy |
Employment Terms
| Term | Summary |
|---|---|
| Employment agreement | None; executives generally serve at the discretion of the Board |
| Change‑in‑Control (CIC) Plan | Participant; payout multiple increased to 2.0x base salary + average annual cash bonus (2‑year average) |
| CIC triggers | Payout upon (i) Change in Control (with commitment to work 1 year at same total comp if requested by buyer) or (ii) termination without cause or with good reason, even absent CIC; pro‑rated bonus and 18× monthly COBRA |
| Equity vesting at CIC/qualifying termination | Time‑based awards vest fully; performance‑based awards vest at greater of actual or target |
| Estimated severance (12/31/2024 basis) | Cash severance $2,862,458; accelerated stock vesting value $1,743,739 |
| Good reason expansion | Includes changes to title/reporting, material compensation reductions, relocation radius lowered to 25 miles; plan cannot be amended to reduce benefits without participant consent |
| Clawback | Excess incentive compensation recoupment policy adopted per SEC/NYSE; applies to current/former executive officers over prior 3 fiscal years upon restatement |
| Anti‑hedging/pledging | Strict prohibitions; 10b5‑1 trading pre‑clearance and blackout periods apply |
| Pensions/SERP | None; no special retirement benefits beyond standard plans |
Multi‑Year Compensation (Summary Compensation Table)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | 579,711 | 603,190 | 627,317 |
| Bonus (holiday) | 500 | 1,500 | 1,750 |
| Stock Awards (grant‑date FV) | 898,500 | — | 367,035 |
| Non‑Equity Incentive Plan | 236,680 | 391,179 | 444,665 |
| All Other Compensation | 8,601 | 9,726 | 9,732 |
| Total | 1,723,992 | 1,005,595 | 1,450,499 |
Vesting Schedules and Potential Selling Pressure
- 2022 RSUs: Vest in five equal annual installments starting Mar 1, 2023; unvested balance 18,000 as of 12/31/2024 with market value $1,176,480 (closing price $65.36) .
- 2024 RSUs (8,679): Vest in three equal annual installments starting Mar 6, 2025; market value $567,259 as of 12/31/2024 (closing price $65.36) .
- 2025 RSUs for FY2024 performance (9,948): Vest in three equal annual installments starting Mar 15, 2026; subject to 5‑year holding requirement, which dampens near‑term selling pressure .
Performance & Track Record
| Measure | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000s) | 651,286 | 717,476 | 848,456 | 1,153,354 | 1,257,500 |
| EBITDA ($000s, Non‑GAAP) | 48,190 | 34,157 | 40,873 | 93,001 | 98,128 |
| Adjusted Pretax Income ($000s, Non‑GAAP) | 38,097 | 22,265 | 29,585 | 86,929 | 98,814 |
| TSR (Cumulative) | 104 | 94 | 77 | 124 | 194 |
| EPS, Diluted ($) | 2.62 | 1.42 | 1.78 | 5.07 | 5.47 |
Notable governance and shareholder signals:
- Say‑on‑pay approval: 94.5% in 2024 .
- Minor Section 16(a) lateness: Badgley’s March 8, 2024 Form 4 reported exempt RSU vesting and related tax withholding; other executives also filed late for similar events .
Compensation Committee Analysis
- Independent consultant Pearl Meyer engaged; peer group used to inform program design and competitiveness (no strict benchmarking) .
- Peer group examples: ASTE, BLBD, CVGI, EPAC, FSTR, MPAA, NNBR, PKOH, PLOW, SHYF, SRI (CIR removed after 2023 acquisition) .
Investment Implications
- Pay‑for‑performance alignment: Badgley’s variable pay is tightly linked to Adjusted Pretax Income with an ESG gating feature and increasing equity mix at higher profitability—promoting long‑term alignment and retention via multi‑year vesting and 5‑year holding requirements .
- Retention risk and M&A sensitivity: The CIC plan’s enhanced 2.0x multiple and single‑ or double‑trigger structure (plus full vesting of time‑based equity) materially increases severance certainty ($2.86M cash; $1.74M equity acceleration at 12/31/2024 pricing), reducing flight risk but potentially raising deal‑related costs; expanded “good reason” terms strengthen executive leverage .
- Trading signals: Upcoming annual RSU vesting cycles (Mar 1/6/15 in 2025–2027) create periodic supply overhang, partly mitigated by the 5‑year holding requirement on bonus RSUs and anti‑pledging/hedging restrictions; monitor Form 4s around these dates for flow‑through effects .
- Governance quality: Strong shareholder support on say‑on‑pay and adoption of clawback and anti‑pledging policies suggest robust oversight, lowering compensation‑related risk premia .