CEO William Miller II was paid $4,748,987 in fiscal year 2025: executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
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Each company listed discloses MLR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named MLR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| William Miller II | $827,424 | $1,000 | $2,556,840 | $0 | $1,304,658 | $0 | $59,065 | $4,748,987 |
| President and Chief Executive Officer | ||||||||
| Deborah Whitmire | 486,720 | 1,000 | 778,182 | 0 | 453,794 | 0 | 23,445 | 1,743,141 |
| Executive Vice President, Chief Financial Officer, and Treasurer | ||||||||
| William Miller | 716,560 | 1,000 | — | — | 680,691 | — | 738 | 1,398,989 |
| Executive Chairman of the Board of Directors | ||||||||
| Jeffrey Badgley | 652,410 | 1,000 | 444,676 | 0 | 269,440 | 0 | 14,550 | 1,382,076 |
| President of International and Military | ||||||||
| Vincent Tiano | 378,560 | 1,000 | 444,676 | 0 | 269,440 | 0 | 26,711 | 1,120,387 |
| Vice President and Chief Revenue Officer | ||||||||
| Josias Reyneke | 378,560 | 1,000 | 444,676 | 0 | 269,440 | 0 | 15,104 | 1,108,780 |
| Vice President and Chief Information Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| William Miller II | $4,748,987 | $5,659,228 | $3,057,145 | −910,241 |
| Deborah Whitmire | 1,743,141 | 1,960,054 | 1,143,481 | −216,913 |
| William Miller | 1,398,989 | 2,025,482 | 1,838,013 | −626,493 |
| Jeffrey Badgley | 1,382,076 | 1,474,626 | 1,005,595 | −92,550 |
| Vincent Tiano | 1,120,387 | 1,211,678 | 751,635 | −91,291 |
| Josias Reyneke | 1,108,780 | 1,211,678 | 751,635 | −102,898 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Josias Reyneke | PSU | 15,734 | — | $587,980 |
| Vincent Tiano | PSU | 15,734 | — | 587,980 |
| Jeffrey Badgley | PSU | 15,734 | — | 587,980 |
| Vincent Tiano | RSU | 249,962 | — | 9,341,080 |
| William Miller II | PSU | 90,471 | — | 3,380,889 |
| Deborah Whitmire | PSU | 27,535 | — | 1,028,983 |
| William Miller II | RSU | 24,000 | — | 896,880 |
| Deborah Whitmire | RSU | 12,000 | — | 448,440 |
| Jeffrey Badgley | RSU | 12,000 | — | 448,440 |
| Josias Reyneke | RSU | 4,000 | — | 149,480 |
| Vincent Tiano | RSU | 4,000 | — | 149,480 |
The Company's compensation philosophy is to 'pay for performance,' aligning executive pay with corporate financial and operational performance and long-term shareholder value. The program uses a mix of fixed compensation and short-term and long-term incentive opportunities, with stock-based compensation linked to Adjusted Pretax Income to drive business results and maximize shareholder value.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Alvarez & Marsal Tax, LLC |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-22 | 9,042,141 | 374,596 | 111,766 | 96.02% | Passed |
| 2025 | 2025-05-23 | 3,160,628 | 6,132,105 | 135,478 | 34.01% | Failed |
| 2024 | 2024-06-21 | 9,035,110 | 407,207 | 119,117 | 95.69% | Passed |
| 2023 | 2023-05-26 | 9,035,110 | 407,207 | 119,117 | 95.69% | Passed |
| 2022 | 2022-09-23 | 9,140,868 | 110,033 | 51,849 | 98.81% | Passed |
| 2021 | 2021-05-28 | 9,571,249 | 61,702 | 19,754 | 99.36% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-22 | 96.02%a |
| 2025 | 2025-05-23 | 34.01%b |
| 2024 | 2024-06-21 | 95.69%c |
a. Voting standard not stated in the filing.
b. Voting standard not stated in the filing.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | 79 : 1 |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Theodore H. Ashford IIIIndependent · Lead Independent Director · Audit Committee · Compensation Committee · Governance & Sustainability Committee | $115,000 | $80,000 | — | — | $1,368 | $196,368 |
| Dr. Susan SweeneyIndependent · Audit Committee (Chair) · Compensation Committee · Governance & Sustainability Committee | 115,000 | 80,000 | — | — | 1,368 | 196,368 |
| Leigh WaltonIndependent · Audit Committee · Compensation Committee · Governance & Sustainability Committee (Chair) | 105,000 | 80,000 | — | — | 1,368 | 186,368 |
| Dr. Javier ReyesIndependent · Audit Committee · Compensation Committee (Chair) · Governance & Sustainability Committee | 103,750 | 80,000 | — | — | 1,368 | 185,118 |
| Peter JacksonIndependent · Audit Committee · Compensation Committee · Governance & Sustainability Committee | 95,000 | 80,000 | — | — | 1,368 | 176,368 |
| A. Russell Chandler IIIIndependent · Not standing for re-election | 45,833 | 32,000 | — | — | 286 | 78,119 |
| Jill SuttonIndependent · Not standing for re-election | 39,583 | 32,000 | — | — | 286 | 71,869 |
| William G. MillerEmployee director · Board Chair | — | — | — | — | — | 0 |
| Annual cash retainer | $95,000 |
|---|---|
| Annual equity retainer | $80,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 20,000 / 15,000 / 10,000 |
| Stock ownership guideline | $5 |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $619,166 |
| Equity awards (grant-date value) | $464,000 |
| All other compensation | $7,412 |
| Total cost of the board | $1,090,578 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Miller Industries names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Miller Industries.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Enerpac Tool Group Corp. | 2025 | Paul Sternlieb | $929,423 | $4,520,634 | $0 | $951,332 | $6,548,272 |
| 2 | The Manitowoc Company, Inc. | 2025 | Aaron Ravenscroft | 1,005,385 | 3,184,407 | 0 | 785,255 | 5,052,437 |
| 3 | Motorcar Parts of America, Inc. | 2026 | Selwyn Joffe | 831,588 | 3,140,529 | 0 | 782,496 | 4,840,825 |
| 4 | Miller Industries | 2025 | William Miller II | 827,424 | 2,556,840 | 0 | 1,304,658 | 4,748,987 |
| 5 | Astec Industries, Inc. | 2025 | Jaco van der Merwe | 836,539 | 2,244,370 | 0 | 779,455 | 4,030,731 |
| 6 | Commercial Vehicle Group, Inc. | 2025 | James Ray | 879,231 | 3,059,120 | 0 | 0 | 3,949,428 |
| 7 | Park-Ohio Holdings Corp. | 2025 | Matthew Crawford | 875,000 | 984,000 | 0 | 1,765,000 | 3,727,172 |
| 8 | Stoneridge, Inc. | 2025 | James Zizelman | 900,000 | 2,256,621 | 0 | 405,000 | 3,593,069 |
| 9 | Blue Bird Corporation | 2025 | John Wyskiel | 524,712 | 1,176,374 | 0 | 1,306,875 | 3,432,264 |
| 10 | Douglas Dynamics, Inc. | 2025 | Mark Van Genderen | 651,421 | 1,110,239 | 0 | 1,219,611 | 3,008,565 |
| 11 | L.B. Foster Company | 2025 | John Kasel | 790,417 | 1,319,357 | 0 | 654,400 | 2,920,512 |
| — | Shyft Group Inc. | — | — | — | — | — | — | not in coverage universe |
| — | NN, Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Miller Industries | not disclosed | RSU 100 | not disclosed | Alvarez & Marsal Tax, LLC |
| Astec Industries, Inc. | not disclosed | PSU 65 · RSU 35 | not disclosed | Frederic W. Cook & Co., Inc. |
| Blue Bird Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| Commercial Vehicle Group, Inc. | not disclosed | not disclosed | not disclosed | Meridian Compensation Partners, LLC |
| Douglas Dynamics, Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Frederic W. Cook & Co, Inc. |
| Enerpac Tool Group Corp. | not disclosed | PSU 60 · RSU 40 | not disclosed | Mercer, LLC |
| L.B. Foster Company | not disclosed | PSU 60 · Restricted Stock 40 | not disclosed | Pay Governance |
| Motorcar Parts of America, Inc. | not disclosed | RSU 50 · PSU 50 | not disclosed | Willis Towers Watson |
| NN, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Park-Ohio Holdings Corp. | not disclosed | not disclosed | not disclosed | not disclosed |
| Shyft Group Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Stoneridge, Inc. | 45% | PSU 55 · RSU 45 | Yes — Total Shareholder Return (TSR) | Meridian Compensation Partners |
| The Manitowoc Company, Inc. | not disclosed | PSU 50 · RSU 50 | not disclosed | Willis Towers Watson (WTW) |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, William Miller II | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “2025 Summary Compensation Table” · page 44. As printed: 4,748,987. Filing ↗machine: span 840914–840923 |
| 2 | Section 01, Deborah Whitmire | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “2025 Summary Compensation Table” · page 44. As printed: 1,743,141. Filing ↗machine: span 848444–848453 |
| 3 | Section 01, William Miller | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “2025 Summary Compensation Table” · page 44. As printed: 1,398,989. Filing ↗ |
| 4 | Section 01, Jeffrey Badgley | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “2025 Summary Compensation Table” · page 44. As printed: 1,382,076. Filing ↗machine: span 863729–863738 |
| 5 | Section 01, Vincent Tiano | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “2025 Summary Compensation Table” · page 44. As printed: 1,120,387. Filing ↗machine: span 878946–878955 |
| 6 | Section 01, Josias Reyneke | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “2025 Summary Compensation Table” · page 44. As printed: 1,108,780. Filing ↗machine: span 871423–871432 |
| 7 | Section 07, pay ratio | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “CEO Pay Ratio”. As printed: 79 : 1. Filing ↗ |
| 8 | Section 08, Theodore H. Ashford III | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 196,368. Filing ↗machine: span 506865–507063 |
| 9 | Section 08, Dr. Susan Sweeney | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 196,368. Filing ↗machine: span 523412–523610 |
| 10 | Section 08, Leigh Walton | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 186,368. Filing ↗machine: span 526890–527088 |
| 11 | Section 08, Dr. Javier Reyes | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 185,118. Filing ↗machine: span 516705–516903 |
| 12 | Section 08, Peter Jackson | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 176,368. Filing ↗machine: span 513471–513669 |
| 13 | Section 08, A. Russell Chandler III | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 78,119. Filing ↗machine: span 510106–510303 |
| 14 | Section 08, Jill Sutton | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 71,869. Filing ↗machine: span 520178–520375 |
| 15 | Section 08, William G. Miller | DEF 14A | 2026-04-08 | 0001104659-26-040895 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 06, 2026 vote | Form 8-K | 2026-05-26 | 0001104659-26-066278 | Item 5.07 · say-on-pay result. As reported: 96.02% (votes for as printed: 9,042,141). Filing ↗ |
| 17 | Section 06, 2025 vote | Form 8-K | 2025-05-28 | 0001558370-25-008193 | Item 5.07 · say-on-pay result. As reported: 34.01% (votes for as printed: 3,160,628). Filing ↗ |
| 18 | Section 06, 2024 vote | Form 8-K | 2024-06-25 | 0001104659-24-074549 | Item 5.07 · say-on-pay result. As reported: 95.69% (votes for as printed: 9,035,110). Filing ↗ |
| 19 | Section 01 trend, Δ column (computed) | Computed | — | — | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 20 | Section 09b board cost (computed) | Computed | — | — | Cash 619,166 + equity 464,000 + all other 7,412 = 1,090,578, summed across the director compensation table rows.machine: formula: Σ = 1,090,578 |
| 21 | Enerpac Tool Group Corp., Section 10b CEO total | DEF 14A | 2025-12-22 | 0001140361-25-046276 | CEO total compensation as printed in Enerpac Tool Group Corp.'s own proxy. As printed: 6,548,272. Filing ↗machine: r2 · c24 · span 758100–758109 |
| 22 | The Manitowoc Company, Inc., Section 10b CEO total | DEF 14A | 2026-03-20 | 0001193125-26-117619 | CEO total compensation as printed in The Manitowoc Company, Inc.'s own proxy. As printed: 5,052,437. Filing ↗machine: r2 · c6 · span 1205200–1205209 |
| 23 | Motorcar Parts of America, Inc., Section 10b CEO total | DEF 14A | 2026-07-29 | 0001140361-26-030040 | CEO total compensation as printed in Motorcar Parts of America, Inc.'s own proxy. As printed: 4,840,825. Filing ↗machine: r2 · c24 · span 684737–684747 |
| 24 | Miller Industries (subject), Section 10b CEO total | DEF 14A | 2026-04-08 | 0001104659-26-040895 | CEO total compensation as printed in Miller Industries's own proxy. As printed: 4,748,987. Filing ↗machine: span 840914–840923 |
| 25 | Astec Industries, Inc., Section 10b CEO total | DEF 14A | 2026-03-13 | 0001104659-26-027745 | CEO total compensation as printed in Astec Industries, Inc.'s own proxy. As printed: 4,030,731. Filing ↗machine: r1 · c42 · span 839356–839365 |
| 26 | Commercial Vehicle Group, Inc., Section 10b CEO total | DEF 14A | 2026-04-27 | 0001628280-26-027295 | CEO total compensation as printed in Commercial Vehicle Group, Inc.'s own proxy. As printed: 3,949,428. Filing ↗machine: r3 · c45 · span 663533–663542 |
| 27 | Park-Ohio Holdings Corp., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001174947-26-000447 | CEO total compensation as printed in Park-Ohio Holdings Corp.'s own proxy. As printed: 3,727,172. Filing ↗machine: r2 · c9 · span 470903–470912 |
| 28 | Stoneridge, Inc., Section 10b CEO total | DEF 14A | 2026-04-09 | 0001043337-26-000038 | CEO total compensation as printed in Stoneridge, Inc.'s own proxy. As printed: 3,593,069. Filing ↗machine: span 569049–569058 |
| 29 | Blue Bird Corporation, Section 10b CEO total | DEF 14A | 2026-01-26 | 0001140361-26-002269 | CEO total compensation as printed in Blue Bird Corporation's own proxy. As printed: 3,432,264. Filing ↗machine: r2 · c27 · span 722573–722582 |
| 30 | Douglas Dynamics, Inc., Section 10b CEO total | DEF 14A | 2026-03-20 | 0001437749-26-009126 | CEO total compensation as printed in Douglas Dynamics, Inc.'s own proxy. As printed: 3,008,565. Filing ↗ |
| 31 | L.B. Foster Company, Section 10b CEO total | DEF 14A | 2026-04-10 | 0001140361-26-014171 | CEO total compensation as printed in L.B. Foster Company's own proxy. As printed: 2,920,512. Filing ↗machine: r2 · c21 · span 731507–731517 |
| 32 | Section 10a, Stoneridge, Inc. reciprocity | DEF 14A | — | 0001043337-26-000038 | Stoneridge, Inc.'s most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 33 | Section 10a, Douglas Dynamics, Inc. reciprocity | DEF 14A | — | 0001437749-26-009126 | Douglas Dynamics, Inc.'s most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 34 | Section 10a, Motorcar Parts of America, Inc. reciprocity | DEF 14A | — | 0001140361-26-030040 | Motorcar Parts of America, Inc.'s most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 35 | Section 10a, Blue Bird Corporation reciprocity | DEF 14A | — | 0001140361-26-002269 | Blue Bird Corporation's most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 36 | Section 10a, Commercial Vehicle Group, Inc. reciprocity | DEF 14A | — | 0001628280-26-027295 | Commercial Vehicle Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 37 | Section 10a, The Manitowoc Company, Inc. reciprocity | DEF 14A | — | 0001193125-26-117619 | The Manitowoc Company, Inc.'s most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 38 | Section 10a, Park-Ohio Holdings Corp. reciprocity | DEF 14A | — | 0001174947-26-000447 | Park-Ohio Holdings Corp.'s most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
| 39 | Section 10a, Astec Industries, Inc. reciprocity | DEF 14A | — | 0001104659-26-027745 | Astec Industries, Inc. names Miller Industries in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 40 | Section 10a, L.B. Foster Company reciprocity | DEF 14A | — | 0001140361-26-014171 | L.B. Foster Company's most recent proxy was read; its disclosed peer group does not include Miller Industries. Filing ↗ |
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