Vincent Tiano
About Vincent Tiano
Vincent “Vince” Tiano, age 60, serves as Vice President and Chief Revenue Officer of Miller Industries (MLR) since January 2021, after 23 years as Vice President of Sales for Miller Industries Towing Equipment, Inc. (1997–2020) . Company performance relevant to incentive alignment in 2024: Revenue $1,257.5 million, EBITDA $98.1 million, Adjusted Pretax Income $98.8 million, diluted EPS $5.47, and reported Total Shareholder Return measure of 194 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Miller Industries Towing Equipment, Inc. | Vice President of Sales | 1997–2020 | Not disclosed in filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or roles disclosed in Company filings |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 288,640 | 349,230 | 364,000 |
| Discretionary Holiday Bonus ($) | 500 | 1,500 | 1,750 |
| All Other Compensation ($) | 8,601 | 9,726 | 10,101 |
| Notes | 401(k) match and life insurance premiums included in “All Other Compensation” | 401(k) match and life insurance premiums included | 401(k) match and life insurance premiums included |
| Base Salary Increase Policy | — | Effective Jan 1, 2024: +4% for executive officers | Effective Jan 1, 2025: +4% for executive officers |
Performance Compensation
| Component | Plan Mechanics | Target/Threshold | Actual (2024) | Payout to Tiano | Vesting/Terms |
|---|---|---|---|---|---|
| Executive Annual Bonus Program (EABP) – Cash | Bonus pool % of Adjusted Pretax Income; allocation to CRO is 8% of pool | >$10M APtI to fund; tiers: 5%, 8%, 11.25% of APtI; 20% ESG overlay | Adjusted Pretax Income $98.8M; ESG 20% fully earned | $444,665 cash (for FY2024, paid in 2025) | Cash paid current year per plan |
| Executive Annual Bonus Program (EABP) – RSUs | At higher earnings, portion paid in RSUs; 50% RSUs at APtI >$50M; CRO allocation 8% | Same thresholds as above | Adjusted Pretax Income $98.8M; 50% RSUs | 9,948 RSUs granted in 2025 for 2024 performance | Vest in 3 equal annual installments starting Mar 15, 2026; 5-year holding requirement |
Long-Term Incentive RSU Grants
| Grant Year | Grant Date | Number of RSUs | Grant Date Fair Value ($) | Vesting Start | Vesting Schedule | Notes |
|---|---|---|---|---|---|---|
| 2022 | Mar 1, 2022 | Time-based RSUs outstanding: 6,000 at 12/31/2024 | Market value at 12/31/2024: $392,160 (at $65.36/share) | Mar 1, 2023 | Vest in 5 equal annual installments (2023–2027) | 2,000 vested in 2024; value realized $90,560 (at $45.28/share) |
| 2024 | Mar 6, 2024 | 8,679 | $391,163 | Mar 6, 2025 | Vest in 3 equal annual installments (2025–2027) | Market value at 12/31/2024: $567,259 (at $65.36/share) |
| 2025 (for FY2024 performance) | Mar 2025 | 9,948 | Not disclosed in proxy table; granted for EABP | Mar 15, 2026 | Vest in 3 equal annual installments (2026–2028) | Subject to 5-year holding requirement |
Multi-Year Compensation Summary (Named Executive Officer – Vincent Tiano)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 288,640 | 349,230 | 364,000 |
| Stock Awards ($) | 299,500 | — | 367,035 |
| Non-Equity Incentive Plan Compensation ($) | 147,926 | 391,179 | 444,665 |
| Bonus ($) | 500 | 1,500 | 1,750 |
| All Other Compensation ($) | 8,601 | 9,726 | 10,101 |
| Total ($) | 745,167 | 751,635 | 1,187,551 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of March 31, 2025) | 6,759 shares; <1% of class |
| Unvested RSUs Outstanding at 12/31/2024 | 6,000 (Mar 1, 2022 grant; 5-year vesting); 8,679 (Mar 6, 2024 grant; 3-year vesting) |
| 2025 RSUs for FY2024 Performance | 9,948 RSUs; 3-year vesting from Mar 15, 2026; 5-year holding requirement |
| Options Outstanding | None disclosed; equity awards consist of time-based RSUs; weighted-average exercise price not applicable |
| Stock Ownership Guidelines | All other executive officers: 1.5x base salary required holding; sales permitted to cover taxes on RSU vesting |
| Pledging/Hedging Policy | No pledging or hedging of Company stock permitted |
Employment Terms
| Term | Provision |
|---|---|
| Role & Tenure | Vice President and Chief Revenue Officer since January 2021 |
| Employment Agreements | None; no executive employment agreements; severance only via CIC Plan |
| Clawback Policy | Excess Incentive-Based Compensation Recoupment Policy adopted Nov 2023; applies to current/former executive officers, up to 3 prior fiscal years on restatement; no fault required |
| Change-in-Control Plan (Amended Nov 10, 2024) | Multiples increased: remainder of participants (incl. Tiano) to 2.0x salary+average bonus; CEO 2.99x; CFO/Executive Chairman 2.5x |
| CIC Triggers & Equity Treatment | Payout on (i) change in control (with buyer-requested 1-year service commitment) or (ii) termination without cause/with good reason regardless of CIC; time-based awards vest fully; future performance awards vest at greater of actual or target |
| Good Reason Definition (Amended) | Includes change in title/reporting, removal of across-the-board reduction exception, material reduction of any compensation element, relocation radius reduced to 25 miles |
| Estimated CIC Benefits (as of 12/31/2024) | Cash severance payment: $1,633,690; value of accelerated stock vesting: $959,419 |
Additional Context on Performance & Pay-for-Performance
- EABP allocates 8% of the bonus pool to the Chief Revenue Officer; funding tiers scale with Adjusted Pretax Income and incorporate a 20% ESG overlay; at APtI >$50M, payout mix is 50% cash/50% RSUs, aligning with long-term value creation .
- 2024 performance funded maximum tier: APtI $98.8M and full 20% ESG funding, resulting in $444,665 cash and 9,948 RSUs to Tiano for FY2024 .
- Q3 2025 commentary notes lower executive bonus expense and an increase in effective tax rate due to non-deductible executive compensation, highlighting sensitivity of pay to cyclicality and tax treatment .
Investment Implications
- Alignment: RSU-heavy design with 3-year vesting and a 5-year holding requirement on FY2024 awards reduces near-term selling pressure and improves long-term alignment; no pledging/hedging permitted; clawback in place .
- Retention and CIC Economics: Amended CIC Plan raised severance multiples to market levels and allows payout upon CIC or qualifying termination, with enhanced “good reason” protections—supporting retention but increasing potential transaction costs; Tiano’s estimated CIC cash severance is $1.63M with $0.96M accelerated vesting as of 12/31/2024 .
- Pay-for-Performance: Bonus pool strictly tied to Adjusted Pretax Income with ESG overlay and fixed executive allocation; in strong 2024 (APtI $98.8M), Tiano’s cash and equity awards scaled accordingly; in 2025, demand headwinds (lower chassis shipments) and reduced executive bonus expense signal downside sensitivity in payouts .
- Ownership: Beneficial ownership is modest (6,759 shares), but substantial unvested RSUs across 2022/2024/2025 grants support continued retention and alignment; options are not utilized, limiting leverage-driven behavior .