MILLER INDUSTRIES INC (MLR)
Sector: Industrials
2026 Annual Meeting Analysis
MILLER INDUSTRIES INC · Meeting: May 22, 2026
Directors FOR
6
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
No overboarding, attendance, or TSR trigger concerns — the 3-year gap versus the peer group median is only -10.6pp, well below the 65pp threshold needed to trigger a vote against; however, as Lead Independent Director and Compensation Committee member, Mr. Ashford bears direct responsibility for the compensation structure that received only 33.5% shareholder support in 2025, and while the company has taken steps to remediate the single-trigger change-in-control issue, the prior-year Say on Pay vote fell well below the 70% threshold, warranting accountability against the lead independent overseer of that program; on balance, the TSR screen clears and the remediation steps are meaningful, but the governance accountability concern for the principal independent director overseeing a failed pay program is a sufficient basis for an against vote.
For Analysis
No overboarding, attendance, independence, or TSR trigger concerns; joined the board in 2023 and brings relevant technology and manufacturing expertise appropriate for Miller Industries.
Mr. Miller is the founder and Executive Chairman and father of CEO William G. Miller II — this familial relationship to the most senior executive is a noted governance flag under policy, but he is not designated as independent so no independence misclassification concern arises; TSR trigger does not fire (3-year gap vs. peer median is -10.6pp, well below the 65pp threshold for strong-positive absolute TSR); no overboarding or attendance issues, and his deep institutional knowledge as founder justifies continued board service.
As CEO and director, Mr. Miller II is subject to the same TSR trigger as other directors; MLR's 3-year price return of +37.4% is strong-positive, and the 3-year gap versus the peer group median is only -10.6pp, far below the 65pp threshold required to trigger a vote against; no overboarding or attendance concerns apply.
No overboarding, attendance, or TSR trigger concerns; joined the board in 2023 and brings academic and finance expertise; serves on one other public company board (CHCO), well within the two-board limit.
No overboarding, attendance, or TSR trigger concerns; joined the board in 2023 and brings manufacturing and HR executive experience appropriate for Miller Industries; chairs the Audit Committee and qualifies as financially literate.
No overboarding, attendance, or TSR trigger concerns; brings over 40 years of corporate governance and M&A legal expertise; has served since 2020, providing continuity without triggering any policy screens.
The TSR trigger does not fire for any director — MLR's 3-year return of +37.4% is strongly positive and the underperformance versus the peer group median is only -10.6pp, well below the 65pp threshold. All directors pass the overboarding and attendance screens. One against vote is warranted for Lead Independent Director Theodore Ashford, who as the principal independent overseer of compensation bears accountability for the 33.5% Say on Pay support in 2025 — the lowest passing threshold under policy — despite the company's subsequent remediation steps. William G. Miller's familial relationship to the CEO is noted but does not trigger a vote against given his non-independent classification. All other nominees receive a FOR recommendation.
Say on Pay
✗ AGAINSTCEO
William G. Miller II
Total Comp
$4,748,987
Prior Support
33.5%%
The company received only 33.5% shareholder support on its Say on Pay vote at the 2025 annual meeting — dramatically below the 70% threshold in our policy that requires a no vote if meaningful changes have not been made. While the company has taken genuine steps toward remediation (eliminating single-trigger change-in-control provisions and adopting a new performance-based equity framework starting in 2026), these improvements do not yet apply to the fiscal 2025 compensation being voted on here. The 2025 pay program itself still lacked performance-based equity awards — all long-term stock awards in 2025 were time-vesting restricted stock units with no performance conditions, meaning a large portion of what is labeled incentive pay would vest regardless of results — which falls short of the policy requirement that incentive pay have meaningful performance conditions. The new 2026 framework is a positive development, but shareholders are being asked to approve 2025 pay, and on that basis the prior-year support failure combined with the absence of performance-based equity in 2025 warrants an against vote.
Auditor Ratification
✓ FORAuditor
Elliott Davis, LLC
Tenure
20 yrs
Audit Fees
$904,478
Non-Audit Fees
$304,793
Non-audit fees (audit-related fees of $29,120 plus tax fees of $275,673 = $304,793) represent approximately 33.7% of audit fees ($904,478), comfortably below the 50% threshold that would raise independence concerns. Auditor tenure is disclosed as over 20 years, which is below the 25-year threshold that would trigger a no vote. Elliott Davis is a regional firm auditing a company with a market cap of approximately $537 million, which falls within the sub-$1B band where large national and regional firms are generally considered adequate. No material restatements are disclosed. All policy screens pass.
Overall Assessment
Miller Industries' 2026 annual meeting ballot contains three standard proposals — director elections, Say on Pay, and auditor ratification. The key governance concern is the company's 33.5% Say on Pay support in 2025, which drives an against vote on both the advisory compensation proposal and on Lead Independent Director Theodore Ashford, who bears primary accountability for compensation oversight; all other directors and the auditor ratification receive a FOR recommendation as no other material policy triggers are present.
Compensation Peer Group
12 companies disclosed in 2026 proxy filing