Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Second Amended and Restated Severance Protection Plan – Removal of “Single Trigger” Framework
On March 2, 2026, the Compensation Committee (the “Compensation Committee”) of the Board of Directors of Miller Industries, Inc. (the “Company”) approved the Second Amended and Restated Severance Protection Plan (the “Amended Plan”), which amends and restates, and replaces, the Company’s First Amended and Restated Change in Control Severance Plan (as previously amended, the “Prior Plan”). The Amended Plan removes the Prior Plan’s “single-trigger” change in control severance framework, and the Amended Plan no longer provides severance benefits to participating executive officers solely in connection with, or as a result of, a change in control of the Company. Under the Amended Plan, severance benefits are payable to a participating executive officer only upon a qualifying termination, which is limited to termination of the executive officer’s employment by the Company without “cause”, upon death or “disability” of the executive officer, or by a resignation by the executive officer for “good reason”, in each case as defined in the Amended Plan.
In connection with the adoption of the Amended Plan, each of the executive officers of the Company entered into a participation letter (the “Participation Letter”), pursuant to which each participant expressly agreed to be bound by the terms of the Amended Plan. In addition, each participant acknowledged that receipt of severance benefits pursuant to the Amended Plan is contingent upon his or her execution of a general release of claims at the time of his or her qualifying termination.
The foregoing summary of the Amended Plan and the Letter do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended Plan and the Letter, which are filed herewith as Exhibit 10.1 and Exhibit 10.1, respectively, and are incorporated by reference herein.
Executive Officer Annual Bonus Program for 2025
On March 2, 2026, the Compensation Committee approved changes to the Executive Officer Annual Bonus Plan (the “Prior Bonus Plan”) for annual bonuses payable to executive officers with respect to the Company’s 2025 fiscal year. Pursuant to the changes, the 8% of the bonus pool that was previously available to the Chief Manufacturing Officer under the Executive Officer Annual Bonus Plan was reallocated among the Company’s other executive officers as follows:
Executive | Prior Percent of Bonus Pool | New Percent of Bonus Pool |
President & Chief Executive Officer | 46% | 46% |
Chief Financial Officer | 14% | 16% |
President of Military and Export | 8% | 9.5% |
Chief Information Officer | 8% | 9.5% |
Chief Revenue Officer | 8% | 9.5% |
General Counsel | 8% | 9.5% |
First Amended and Restated Executive Officer Annual Bonus Program
On March 2, 2026, the Compensation Committee adopted the First Amended and Restated Executive Annual Bonus Plan (the “Amended Bonus Plan”), which amends and restates the Prior Bonus Plan, effective for annual bonuses for participating executive officers with respect to the Company’s 2026 fiscal year.
The Amended Bonus Plan provides a bonus pool for each fiscal year if the Company’s income before income taxes (excluding any currency adjustments) and before payment of these bonuses (“Pretax Income”) exceeds $20 million for the most recently completed fiscal year, and provides for payments out of the bonus pool to participating executives in the form of cash and grants of restricted stock units (“RSUs”) under the Company’s then-effective stock incentive plan, in accordance with the following formulas:
Amount of Pretax Income in Fiscal Year | Bonus Pool Percent of Pretax Income | Cash Percent | Equity Percent |
Less than $20 million | 0%; no bonus payable | 0% | 0% |
At least $20 million and less than $30 million | 10% of Pretax Income | 60% | 40% |
At least $30 million and less than $45 million | 11% of Pretax Income | 50% | 50% |
At least $45 million and less than $65 million | 12% of Pretax Income | 40% | 60% |
At least $65 million and less than $90 million | 13% of Pretax Income | 30% | 70% |
At least $90 million | 14% of Pretax Income | 30% | 70% |
