William G. Miller
About William G. Miller
Executive Chairman and founder of Miller Industries, Inc. (MLR); age 78; director since 1994, and father of current CEO, William G. Miller II . Miller previously served as CEO (1994–1997), Co‑CEO (1997 and 2003–2011), President (1994–1996), and has held senior roles at Miller Group Inc., Bendix, Neptune International, Wheelabrator‑Frye, and The Signal Companies . Recent company performance that underpins incentive outcomes: 2024 revenue $1,257.5M, EBITDA $98.1M, Net Income $63.5M, EPS (diluted) $5.47; cumulative TSR index rose to 194 in 2024 from 124 in 2023, with Adjusted Pretax Income at $98.8M (non‑GAAP) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Miller Industries, Inc. | Executive Chairman; Founder; Chairman since 1994; Co‑CEO (2003–2011); CEO (1994–1997); Co‑CEO (Jun–Nov 1997); President (1994–1996) | 1994–present (various) | Founder leadership, multi‑decade governance continuity; prior CEO/President operating accountability |
| Miller Group Inc. | Chairman; CEO; President | 1990–1994 (Chairman 1990–1994; CEO 1993–1994; President 1990–1993) | Led corporate operations and strategy prior to founding MLR |
| Bendix; Neptune International; Wheelabrator‑Frye; The Signal Companies | Various management positions | Not disclosed | Operating and managerial experience in diversified industrials |
External Roles
| Organization | Role | Years | Public board/committee |
|---|---|---|---|
| — | — | — | No current public company directorships |
Fixed Compensation
- Base salary (Executive Chairman): $689,000 in 2024; increased 4% for 2025 effective Jan 1, 2025 . Discretionary holiday bonus: $1,750 (2024), $500 (2023), $— (2022) . As an employee director, he receives no additional board fees .
| Year | Salary ($) | Discretionary Holiday Bonus ($) |
|---|---|---|
| 2022 | 636,714 | — |
| 2023 | 662,501 | 500 |
| 2024 | 689,000 | 1,750 |
Perquisites were de minimis for Mr. Miller (life insurance premiums $738 in 2024); no aircraft personal-use amounts were reported for him in 2024 .
Performance Compensation
- Program: Executive Chairman Annual Bonus Program (separate from the executive officer bonus plan). 100% cash; payout determined by Adjusted Pretax Income, with key points: $225,000 at $25M; $675,000 at $50M; $1,013,000 at $75M; linear interpolation between points . He does not participate in the Executive Annual Bonus Program used for other NEOs .
| Performance Year | Metric | Thresholds/Curve | Actual | Payout | Form/Vesting |
|---|---|---|---|---|---|
| 2024 | Adjusted Pretax Income (non‑GAAP) | $225k@ $25M; $675k@ $50M; $1,013k@ $75M; linear in‑between | $98.8M | $1,333,994 | 100% cash; paid in 2025 |
Equity Ownership & Alignment
- Beneficial ownership: 295,666 shares (2.6% of outstanding) as of March 31, 2025; no unvested RSUs attributed to him at year‑end 2024 . Companywide hedging and pledging by executive officers and directors is prohibited, reducing alignment risk from collateralized positions . Executive stock ownership guidelines require holding stock valued at multiples of base salary (CEO 4x; CFO/International President 2x; other executive officers 1.5x); sales restrictions apply until the multiple is met (tax sales on vesting permitted) .
| Ownership (3/31/2025) | Amount |
|---|---|
| Common shares beneficially owned | 295,666 |
| Percent of class | 2.6% (11,459,278 shares outstanding) |
| Unvested RSUs | — (none reported for Mr. Miller at 12/31/2024) |
| Hedging/Pledging status | Prohibited for executives/directors |
| Exec ownership guidelines | CEO 4x; CFO/Int’l President 2x; others 1.5x base salary |
Note: The proxy does not disclose Mr. Miller’s personal compliance status versus guidelines .
Employment Terms
- No employment agreement; no standalone severance agreement outside the Amended CIC Plan . Company maintains an Excess Incentive‑Based Compensation Clawback Policy (Dodd‑Frank) administered by the Compensation Committee .
| Topic | Key terms |
|---|---|
| CIC plan participation | First Amended & Restated Change in Control Severance Plan (adopted Nov 10, 2024) |
| Multiple (cash) | 2.5x (base salary + average annual cash bonus for prior two years) for Executive Chairman; includes pro‑rated current‑year bonus and 18× monthly COBRA premium |
| Triggers | Payout upon (i) a Change in Control (subject to buyer’s option for a one‑year post‑deal commitment at same total comp), or (ii) termination without cause or resignation for good reason, whether or not a CIC occurs |
| Equity on CIC/qualifying termination | Time‑based awards vest fully; performance‑based awards vest at greater of actual or target (if granted in future) |
| Definitions expanded | “Change in control” includes 50% Board turnover; “good reason” expanded (title/reporting, compensation elements, relocation radius to 25 miles) |
| Amendment protections | Plan cannot be amended/terminated to reduce participant benefits without written consent (except to comply with law) |
| Estimated benefits (12/31/2024 scenario) | Cash severance estimate: $4,563,958; accelerated equity vesting value: — (no unvested equity) |
Board Governance
- Role/independence: Executive Chairman (management); not independent. The Board separates the Chair and CEO roles and has a Lead Independent Director (Theodore H. Ashford III) with robust responsibilities . Standing committees (Audit; Compensation; Governance & Sustainability) are fully independent and chaired by independent directors . Board attendance in 2024 was 100% at Board/committee meetings except for one unavoidable absence by a director at one Board meeting; Board reduced from nine to seven directors at the 2025 Annual Meeting to enhance efficiency .
Governance considerations:
- Family relationship: Mr. Miller (Executive Chairman) is the father of the CEO, William G. Miller II (director and CEO), a notable governance sensitivity; mitigants include independent committees and a Lead Independent Director .
- Anti‑hedging/anti‑pledging policy for executives/directors and majority independent board composition (post‑election: five of seven independent) support shareholder alignment .
Director Compensation
- Mr. Miller receives no additional compensation for board service because he is an employee (compensated as Executive Chairman) .
Performance & Track Record (Company KPIs supporting incentive outcomes)
| Metric | 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 |
| Net Income ($000s) | 29,830 | 16,255 | 20,346 | 58,291 | 63,494 |
| EPS, diluted ($) | 2.62 | 1.42 | 1.78 | 5.07 | 5.47 |
| TSR Index (2019 base=100) | 104 | 94 | 77 | 124 | 194 |
Notes: EBITDA and Adjusted Pretax Income are non‑GAAP measures as defined in the proxy; TSR index reflects cumulative value of a $100 investment .
Compensation & Governance Program Features (context)
- Say‑on‑Pay: 94.5% approval in 2024, indicating strong investor support for the executive pay program .
- Independent consultant: Pearl Meyer engaged; program redesigned to emphasize market‑competitive pay, balance cash/equity, and sharpen pay‑for‑performance; peer group includes ASTE, BLBD, CVGI, EPAC, FSTR, MPAA, NNBR, PKOH, PLOW, SHYF, SRI (CIR removed in 2023 due to acquisition) .
- Clawback policy: adopted per SEC/NYSE; recovers excess incentive‑based compensation over 3 completed fiscal years preceding a required restatement; no fault requirement .
- Anti‑hedging/pledging: prohibited for executives/directors; trading policy with blackout and pre‑clearance; Rule 10b5‑1 plans allowed if compliant .
- No employment agreements; severance only via Amended CIC Plan; no special retirement/SERP benefits; no guaranteed bonuses .
Risk Indicators & Red Flags
- Dual‑role/related party: Executive Chairman is founder and father of the CEO, elevating entrenchment/independence risk; however, committee independence and a Lead Independent Director mitigate this risk .
- CIC design: Modified single‑trigger feature (payout at CIC with potential one‑year work commitment at buyer’s request) plus standalone severance eligibility without a CIC is shareholder‑unfriendly relative to strict double‑trigger market norms; multiples were raised in Nov 2024 (Executive Chairman to 2.5x) .
- Equity overhang/awards: Mr. Miller had no unvested equity at YE 2024 (limits forced‑sale pressures from vesting), but program allows equity acceleration at CIC for time‑based awards generally .
- Section 16 compliance: Company disclosed certain late Form 4 filings for other insiders in 2024/2025; no issues were disclosed for Mr. Miller .
Compensation Structure Analysis (Executive Chairman)
- Cash‑heavy incentive mix: 100% cash bonus tied to Adjusted Pretax Income; no equity under his bonus program → lowers retention via vesting and reduces post‑vesting selling pressure but also lowers long‑term equity linkage versus peers .
- Year‑over‑year pay drivers: 2024 cash bonus up to $1.33M on record Adjusted Pretax Income, consistent with program formula; base rose 4% for 2025 .
- Governance checks: Clawback, anti‑hedging/pledging, independent committees, and stock ownership guidelines are positive; absence of an employment agreement and use of a standardized CIC plan is customary, though CIC trigger design and enhanced multiples merit monitoring .
Board Service Details and Dual‑Role Implications
- Service history: Director since 1994; Executive Chairman; no committee memberships given executive status .
- Governance structure: Separate CEO and Chair roles with Lead Independent Director overseeing independent director sessions, agendas, information flow, and board oversight; majority‑independent board post‑2025 election (5 of 7) .
- Independence/relatedness: Not independent; father of CEO. Lead Independent Director and fully independent committees (Audit, Compensation, Governance & Sustainability) mitigate combined leadership and familial control concerns .
Investment Implications
- Alignment: Mr. Miller’s sizable 2.6% stake, prohibition on hedging/pledging, and stock ownership guidelines support alignment; lack of unvested equity reduces near‑term selling pressure from vesting events .
- Pay‑for‑performance: Executive Chairman’s cash bonus scaled with record Adjusted Pretax Income in 2024; company KPIs (revenue, EBITDA, EPS, TSR) were robust, corroborating incentive payouts .
- Retention/transition: Enhanced CIC severance (2.5x) with modified single‑trigger mechanics could incentivize transaction openness but represents a shareholder‑sensitive term; no individual employment agreement reduces rigidity outside a CIC .
- Governance watch‑items: Family leadership (Executive Chairman/CEO) and CIC terms warrant ongoing monitoring; mitigants include a lead independent director, fully independent committees, strong attendance, and strong say‑on‑pay support (94.5%) .