United States
Securities And Exchange Commission
Washington, DC 20549
______________
FORM
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CURRENT REPORT
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ITEM 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Grant of Equity Awards to Officers Under the 2016 Stock Incentive Plan
On March 1, 2022, the Compensation Committee of the Board of Directors (the “Compensation Committee”) granted a total of 160,000 restricted stock units (RSU’s) to certain of its executive officers, which equity awards will vest evenly over a five-year period. The form of Restricted Stock Unit Award Agreement pursuant to which such RSU’s were granted is attached hereto as Exhibit 10.1.
The RSU’s were awarded and issued to the following executive officers in the corresponding amounts:
Name | Number of RSUs |
William G. Miller II | 60,000 |
Jeffrey I. Badgley | 30,000 |
Deborah L. Whitmire | 30,000 |
Frank Madonia | 10,000 |
Josias W. Reyneke | 10,000 |
Vincent J. Tiano | 10,000 |
Jamison Linden | 10,000 |
In conjunction with such grants, the Committee also adopted stock ownership guidelines which require that the RSU shares be held for at least five years after vesting. The guidelines also prohibit sales of shares at any time that an officer’s individualized target stock ownership levels have not been achieved (other than sales to satisfy taxes due as a result of the vesting of the awards).
Executive Officer Annual Cash Bonus Program
On March 1, 2022, the Compensation Committee adopted a new annual cash bonus program (the “Cash Bonus Program”) which combines the previous cash bonus program for the Company’s Co-Chief Executive Officers adopted in September 2018 and the cash bonus program for four other executive officers adopted in May 2021. The new Cash Bonus Program modified in an immaterial manner the formula for calculating the aggregate annual pool but continues to be structured in the same manner as the prior programs so that no bonus is earned until a pretax income hurdle is achieved, and the bonus percentage increases with incremental increases in pretax income. The new Program also revises future allocations of the aggregate bonus pool as reflected below. The executive officers of the Company participating in the Program are (i) William G. Miller II, President and Chief Executive Officer, (ii) Jeffrey I. Badgley, President of International and Military, (iii) Deborah L. Whitmire, Chief Financial Officer, (iv) Vince Tiano, Chief Revenue Officer, (v) Josias W. Reyneke, Chief Information Officer, and (vi) Jamison Linden, Chief Manufacturing Officer (collectively, the “Executives”).
The Cash Bonus Program for the Executives provides an annual bonus pool (the “Bonus Pool”) for each fiscal year if the Company’s income before income taxes (excluding any currency adjustments) (“Pretax Income”) exceeds $10 million for the most recently completed fiscal year in accordance with the following formula:
| ● | for Pretax Income in the applicable fiscal year of less than $10 million, no Executives shall be entitled to receive a bonus under the Cash Bonus Program; |
| ● | for Pretax Income in the applicable fiscal year exceeding $10 million and up to $30 million, the Bonus Pool equals 2% of such Pretax Income from the first dollar; |
| ● | for Pretax Income in the applicable fiscal year exceeding $30 million and up to $40 million, 4% of such incremental Pretax Income; and |
| ● | for Pretax Income in the applicable fiscal year exceeding $40 million, 6% of such incremental Pretax Income. |
The total Bonus Pool for each fiscal year calculated in this manner shall be allocated among the Executives for performance in the corresponding year as follows:
Officer | 2022 | 2023 | 2024 |
William G. Miller II | 30% | 35% | 37.5% |
Jeffrey I. Badgley | 20% | 15% | 12.5% |
Deborah L. Whitmire | 12.5% | 12.5% | 12.5% |
Vincent J. Tiano | 12.5% | 12.5% | 12.5% |
Josias W. Reyneke | 12.5% | 12.5% | 12.5% |
Jamison Linden | 12.5% | 12.5% | 12.5% |
The Cash Bonus Program is first applicable to the cash bonuses payable in 2023 with respect to performance during 2022 and supersedes and replaces the cash bonus programs previously applicable to Executives with respect to performance during fiscal years prior to 2022. The Company retains the right to modify, amend or terminate the Cash Bonus Program at any time.
Election of Executive Officers
On March 7, 2022, the Board of Directors elected the following persons to the corresponding positions as executive officers of the Company until their successors are duly elected and have been qualified, or until their death, resignation, or removal.
Name | Officer |
William G. Miller | Chairman of the Board |
William G. Miller, II | President and Chief Executive Officer |
Deborah L. Whitmire | Executive Vice President, Chief Financial Officer and Treasurer |
Frank Madonia | Executive Vice President, Secretary and General Counsel |
Jeffrey I. Badgley | President of International and Military |
Jamison Linden | Vice President and Chief Manufacturing Officer |
Josias W. Reyneke | Vice President and Chief Information Officer |
Vincent J. Tiano | Vice President and Chief Revenue Officer |
ITEM 9.01 | Financial Statements and Exhibits |
(d)Exhibits:
Exhibit No. | Exhibit Description | |
Form of Restricted Stock Unit Award Agreement | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Miller Industries, Inc. | ||
By: | /s/ Deborah L. Whitmire | |
Deborah L. Whitmire | ||
Executive Vice President, Chief Financial Officer and Treasurer | ||
Dated: March 7, 2022 | ||