Miller Industries (MLR) executive compensation, 2026 proxy

William G. Miller II, President and Chief Executive Officer, was paid $4.7M in 2025, down 16% from $5.7M the year before. The CEO-to-median-employee pay ratio was 79:1, on median employee pay of $59,793.

Filed
April 8, 2026
Annual meeting
May 14, 2026
Pay year
2025
Named executives
6
CEO total pay
$4.7M-16% vs prior year
CEO to median employee
79:1median $59,793
CEO pay in equity
54%$2.6M in awards
Prior say-on-pay support
34%of votes cast
CEO Stock Awards
$2,556,840Granted in 2025 under 2016 plan
Say-on-Pay Support
33.5%At the 2025 annual meeting
Median Employee Pay
$59,793Based on 2025 total taxable wages
Total Employees
1,535As of December 31, 2025

How II was paid

$4.7M in total for 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary17%Bonus0%Stock awards54%Non-equity incentive27%All other compensation1%

Named executive officers

ExecutiveTotal
William G. Miller IIPresident and Chief Executive Officer$4,748,987
Deborah L. WhitmireExecutive Vice President, Chief Financial Officer, and Treasurer$1,743,141
William G. MillerExecutive Chairman of the Board of Directors$1,398,989
Jeffrey I. BadgleyPresident of International and Military$1,382,076
Josias W. ReynekeVice President and Chief Information Officer$1,108,780
Vincent TianoVice President and Chief Revenue Officer$1,120,387

What changed and why

  • 33.5%Approximately 33.5% of votes cast approved the 2025 say-on-pay proposal.
  • Single-trigger change in control severance protections were completely eliminated from all programs.
  • A new independent compensation consultant, Alvarez & Marsal, was engaged in November 2025.
  • Performance-based restricted stock units were introduced for the 2026 incentive compensation framework.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.