Josias Reyneke
About Josias Reyneke
Josias W. Reyneke, age 67, is Vice President and Chief Information Officer (CIO) of Miller Industries (MLR). He has served as CIO since January 2017 and as a Vice President since March 2021, after prior roles spanning operations and enterprise systems at the company and earlier management roles at SE Technologies, Wheels of Africa, and Toyota South Africa . Company performance underpinning incentive design was robust in 2024: revenue $1,257.5M, EBITDA $98.1M, adjusted pretax income $98.8M, diluted EPS $5.47, and TSR 194, which drove maximum-tier bonus pool funding and equity grants to NEOs including Reyneke .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Miller Industries Towing Equipment Inc. | Consultant (ERP implementation) | 1997 | Led enterprise resource planning system implementation to modernize operations |
| Miller Industries Towing Equipment Inc. | Director of Management Information Systems | 1998–2002 | Built IT backbone; advanced data systems for manufacturing |
| Miller Industries Towing Equipment Inc. | Director of MIS & Materials | 2002–2011 | Combined systems and materials management to optimize supply chain |
| Miller Industries Towing Equipment Inc. | VP of Operations | Jul 2011–Dec 2016 | Ran manufacturing operations and process improvement |
| Miller Industries, Inc. | Chief Information Officer | Jan 2017–present | Oversees enterprise IT, cybersecurity, ERP, and data strategy |
| Miller Industries, Inc. | Vice President | Mar 2021–present | Corporate officer responsibilities alongside CIO role |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SE Technologies | Management positions | Pre-1998 | Technology and operations leadership experience |
| Wheels of Africa | Management positions | Pre-1998 | Logistics and operations exposure |
| Toyota South Africa | Management positions | Pre-1998 | Automotive manufacturing and supply chain experience |
Fixed Compensation
Multi-year compensation (Summary Compensation Table values):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 269,386 | 349,230 | 364,000 |
| Discretionary Holiday Bonus ($) | 500 | 1,500 | 1,750 |
| All Other Compensation ($) | 8,601 | 9,726 | 10,101 |
| Total ($) | 725,913 | 751,635 | 1,187,551 |
Notes:
- All Other Compensation for Reyneke includes company 401(k) matching contributions of $8,625 (2024), $8,250 (2023), $7,125 (2022) and company-paid life insurance premiums of $1,476 annually .
- The Compensation Committee increased all executive officers’ base salaries by 4% effective January 1, 2025 .
Performance Compensation
Executive Annual Bonus Program mechanics and 2024 outcomes for Reyneke:
| Component | Metric | Weighting | Target/Threshold | Actual (FY 2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | Adjusted Pretax Income | 80% of pool funded by APTI; 20% by ESG | 11.25% pool if APTI > $50M; 8% allocation to Reyneke | $98.814M APTI; full 20% ESG earned | $444,665 cash | Cash (paid in 2025 for 2024 performance) |
| Annual RSU Grant (from bonus) | APTI tier dictates RSU % | As above | 50% of pool paid in RSUs at >$50M APTI | Pool at max tier | 9,948 RSUs | Vests in 3 equal annual installments starting 3/15/2026; 5-year holding requirement |
RSU grants and vest schedules (non-bonus and bonus-linked):
- 3/6/2024 grant: 8,679 RSUs; vest in 3 equal annual installments starting 3/6/2025; grant-date fair value $391,163 .
- 3/1/2022 program grant: time-based RSUs vest in five equal annual installments starting 3/1/2023 (units not disclosed in SCT, see unvested balances below) .
- Stock vested in 2024: 2,000 RSUs vested; value realized $90,560 (closing price $45.28 on 3/1/2024) .
Plan design details:
- Bonus pool tiers: 5% (>$10–$25M APTI, 100% cash), 8% (>$25–$50M, 75% cash/25% RSU), 11.25% (>$50M, 50% cash/50% RSU) .
- ESG overlay: Committee funds 0–20% of pool based on ESG progress; in 2024 the full 20% was earned .
- Individual allocation: Reyneke at 8% of the NEO pool .
Equity Ownership & Alignment
Unvested RSUs at FY-end 2024 and market values (closing price $65.36 on 12/31/2024):
| Category | Units | Market Value ($) |
|---|---|---|
| Time-based RSUs (5-year schedule; granted 3/1/2022) | 6,000 | 392,160 |
| Time-based RSUs (3-year schedule; granted 3/6/2024) | 8,679 | 567,259 |
Beneficial ownership (as of March 31, 2025):
- Shares beneficially owned: 6,759; percent of class: less than 1% .
Alignment policies and practices:
- Stock ownership guidelines: 1.5× base salary requirement for “other executive officers” (applies to CIO); disposals restricted unless guideline value maintained; tax-withholding sales allowed for RSU vesting .
- Hedging and pledging: Prohibited for executive officers and directors under the Securities Trading Policy .
- Trading controls: Blackout periods and pre-clearance procedures apply; Rule 10b5-1 plans permitted under policy .
- Section 16 compliance: Company disclosed late Form 4 filings on March 8, 2024 (including Reyneke) related to exempt RSU vesting/tax withholding transactions .
Employment Terms
Change-in-control and severance economics (First Amended and Restated CIC Severance Plan):
- Payout multiple: 2.0× of (base salary + average annual cash bonus of prior two years) for Reyneke; plus pro-rated bonus for year of termination and 18× monthly COBRA premium (subject to release) .
- Trigger mechanics: Payout on first to occur of (i) change in control (subject to 1-year continued service commitment if requested by buyer at same total compensation), or (ii) termination without cause or for good reason, regardless of change in control; includes broadened “good reason” definition (title/reporting changes, compensation reductions, relocation radius reduced to 25 miles) .
- Equity acceleration on trigger: Time-based awards vest fully; performance-based awards vest at greater of actual or target .
- Estimated benefits for Reyneke (if event as of 12/31/2024): cash severance $1,648,070; value of accelerated stock vesting $959,419 .
Other governance terms:
- Clawback policy: Recovery of excess incentive-based compensation upon accounting restatement (3-year lookback; no fault required) administered by the Compensation Committee .
- Employment agreements: None; executives serve at the discretion of the Board .
- Equity instruments: Company does not currently grant stock options; outstanding equity plan balances are RSUs only .
Performance & Track Record (Company-level)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Revenue ($000) | 651,286 | 717,476 | 848,456 | 1,153,354 | 1,257,500 |
| EBITDA ($000, Non-GAAP) | 48,190 | 34,157 | 40,873 | 93,001 | 98,128 |
| Adjusted Pretax Income ($000, Non-GAAP) | 38,097 | 22,265 | 29,585 | 86,929 | 98,814 |
| TSR (Indexed) | 104 | 94 | 77 | 124 | 194 |
| Diluted EPS ($) | 2.62 | 1.42 | 1.78 | 5.07 | 5.47 |
Compensation Peer Group & Say‑on‑Pay
- Peer group used for compensation context: PKOH, ASTE, SHYF, CVGI, SRI, FSTR, BLBD, MPAA, EPAC, PLOW, NNBR (CIR removed after 2023 acquisition) .
- 2024 say‑on‑pay approval: 94.5% of votes cast in favor .
Investment Implications
- Pay-for-performance linkage is tight: 2024 maximum-tier pool (APTI >$50M) yielded balanced cash/RSU payouts; Reyneke’s $444.7K cash bonus plus 9,948 RSUs with 3-year vesting and an added 5-year holding requirement supports retention and alignment, while deferring selling pressure into the medium term .
- Alignment safeguards: No pledging/hedging, stock ownership guidelines (1.5× salary for CIO), and a robust clawback reduce governance risk and discourage short-termism .
- CIC economics are generous and more flexible: A 2.0× multiple payable on change in control or qualifying termination (with single-trigger mechanics via buyer-requested service commitment) plus full time-based equity acceleration could raise perceived transaction incentives but also stabilize leadership continuity in a sale scenario .
- Execution credibility: Long tenure across operations and IT (ERP implementation, MIS/materials, VP Ops, CIO) ties directly to Miller’s margin and scalability improvements observed in the 2022–2024 step-up in APTI/EBITDA and TSR, supporting confidence in ongoing operational discipline under Reyneke’s remit .