SEC Form DEF 14A filed by Miller Industries Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

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Filed by the Registrant þ Filed by a Party other than the Registrant ◻

Check the appropriate box:

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miller industries, inc.

(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Payment of Filing Fee (Check the appropriate box):

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NOTICE

OF ANNUAL MEETING OF SHAREHOLDERS

TO THE SHAREHOLDERS OF MILLER INDUSTRIES, INC.

You are cordially invited to the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) of Miller Industries, Inc., a Tennessee corporation (“Miller Industries” or the “Company”):

ITEMS OF BUSINESS:

Only shareholders of record at the close of business on March 31, 2026 are entitled to notice of and to vote at the Annual Meeting. Your attention is directed to the proxy statement accompanying this notice for a complete statement regarding matters to be acted upon at the Annual Meeting.

By order of the Board of Directors

/s/ Frank Madonia

Executive Vice President, Secretary and General Counsel

Ooltewah, Tennessee

April 8, 2026

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PROXY STATEMENT FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 22, 2026

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PROXY SUMMARY

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors (the “Board” or the “Board of Directors”) of Miller Industries, Inc. (the “Company” or “Miller Industries”) for use at the Company’s 2026 annual meeting of shareholders (the “Annual Meeting”) to be held at the Hilton Garden Inn Hotel, 879 College Drive, Dalton, Georgia 30720, on Friday, May 22, 2026, at 9:00 a.m., Eastern Time, and any adjournments or postponements thereof. It is anticipated that this proxy statement and the accompanying proxy card will first be mailed to shareholders on or about April 10, 2026.

Only holders of the Company’s common stock, $0.01 par value per share (the “Common Stock”), at the close of business on March 31, 2026 (the “Record Date”), are entitled to notice of and to vote at the Annual Meeting. As of the Record Date, the Company had issued and outstanding 11,371,730 shares of Common Stock. A list of all shareholders entitled to vote will be available for inspection at the Annual Meeting.

Voting Procedures

A majority of shares entitled to vote and represented in person or by proxy at the Annual Meeting will constitute a quorum. Abstentions and broker non-votes will be counted for the purpose of determining a quorum. Each outstanding share of Common Stock is entitled to one vote.

For all proposals in this proxy statement, abstentions are not considered “votes cast” and, therefore, will not have an effect on the results of the votes on any proposals in this proxy statement. Below are the proposals to be voted on at the Annual Meeting:

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Broker non-votes are not considered “votes cast” and, therefore, will not have an effect on the results of the vote with respect to any proposal in this proxy statement. A broker non-vote occurs when a proxy received from a broker or other nominee holding shares on behalf of a client does not contain voting instructions on a non-routine matter because the broker or nominee has not received specific voting instructions from the client with respect to such non-routine matter. All of the matters scheduled to be voted on at the Annual Meeting are “non-routine”, except for the proposal to ratify the appointment of Elliott Davis, LLC as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Accordingly, the brokerage firm cannot vote your shares on those “non-routine” proposals without your instructions.

If you hold shares of Common Stock in your own name as holder of record as of the close of business on March 31, 2026, then you may give a proxy to be voted at the Annual Meeting in any of the following ways: (i) over the telephone by calling a toll-free number; (ii) electronically, using the Internet; or (iii) by completing, signing, and dating the enclosed printed proxy card and returning it in the postage-paid return envelope provided. If you are a shareholder of record and would like to submit your proxy vote by telephone or Internet, you should refer to the specific instructions provided on the enclosed proxy card. If you are a shareholder of record and wish to submit your proxy by mail, you should complete, sign, date, and return the proxy card in accordance with the instructions thereon prior to the Annual Meeting. Additionally, a holder of record may vote in person by attending the Annual Meeting and completing a ballot at the Annual Meeting. Even if you currently plan to attend the Annual Meeting, the Company recommends that you also submit your proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you hold shares of Common Stock through a broker or other nominee (i.e., in “street name”), the broker or nominee should provide instructions on how you may instruct the broker or other nominee to vote those shares on your behalf.

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A shareholder of record who votes over the Internet or by telephone may revoke the proxy by: (i) attending the Annual Meeting, notifying the Secretary of the Company (or his delegate), and voting in person; or (ii) voting again over the Internet or by telephone by no later than 11:59 p.m. (Eastern Time) on May 21, 2026. A shareholder of record who signs and returns a proxy card may revoke such shareholder’s proxy at any time before it has been exercised by: (i) attending the Annual Meeting, notifying the Secretary of the Company (or his delegate), and voting in person; (ii) filing with the Secretary of the Company a written revocation; or (iii) executing and delivering a timely and valid proxy card bearing a later date. Unless revoked, where a choice is specified on the proxy, the shares represented thereby will be voted in accordance with such choice. If no choice is specified, such shares will be voted in accordance with the Board’s recommendations on the proposals in this proxy statement, as set forth above, and in the discretion of the proxy holders on any other matter that may properly come before the meeting. If you hold shares of Common Stock in street name, you must follow the instructions given by your broker or nominee to change your voting instructions.

The Board of Directors has designated William G. Miller, William G. Miller II, and Frank Madonia, and each or any of them, to vote on its behalf the proxies being solicited hereby. The Board of Directors knows of no matters which are to be brought to a vote at the Annual Meeting other than those set forth in the accompanying Notice of Annual Meeting. However, if any other matter properly does come before the Annual Meeting, the persons appointed in the proxy, or their substitutes, will vote in accordance with their best judgment on such matters.

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Environmental, Governance, and Human Capital Initiatives

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CORPORATE GOVERNANCE

Governance Highlights

We believe that strong governance principles, policies, and practices contribute to better results for our shareholders.

Key elements of our corporate governance framework include the following:

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Director Nominations

The Governance & Sustainability Committee and the Board of Directors seek to ensure that the Board is comprised of a highly capable group of directors who collectively provide a significant breadth of experience, knowledge, and ability to effectively satisfy its oversight responsibilities and represent the interest of shareholders, enhance shareholder value, and reflect our corporate values of integrity, honesty, and adherence to high ethical standards.

In recruiting and evaluating new director candidates, the Governance & Sustainability Committee assesses candidates’ independence, as well as the candidates’ background and experience, and current board needs. The Company values diversity of skills, experience and background, and endeavors to have a Board representing diverse experience at policy-making levels in business, education, or areas that are relevant to the Company’s business. Each of the Company’s directors possesses high ethical standards, acts with integrity, and exercises careful, mature judgment. In addition, our directors are knowledgeable and experienced in one or more business, governmental, or civic endeavors, which further qualifies them for service as members of the Board. Alignment with our shareholders is important in building long-term value for the Company over time.

In addition, in determining whether to nominate an existing director for re-election to the Board of Directors, the Governance & Sustainability Committee considers and reviews the existing director’s past attendance at Board and committee meetings, and the director’s participation in, and contributions to, the activities of the Board.

The Governance & Sustainability Committee also considers the number of other public company boards and private company boards on which each existing director and each director nominee serves. Each director is expected to spend the time and effort necessary to properly discharge such director’s responsibilities as a member of the Board and, if applicable,

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any Board committee(s) on which he or she serves. See “Director Commitments” below for limitations imposed by the Company’s Corporate Governance Guidelines on service by directors on the boards of other companies.

The Board has not adopted any term limit or established any retirement age for directors. The Board believes that longer‐serving directors with experience and institutional knowledge bring critical skills and insights to the boardroom, and that imposing director term limits would implicitly discount the value of experience and continuity on the Board. Accordingly, while director tenure is taken into consideration when making nomination decisions, the Board does not impose limits on director tenure because it believes that doing so could deprive it of the valuable contributions of some of its most experienced members based on an arbitrary determination.

The Governance & Sustainability Committee will consider candidates recommended by shareholders. Shareholder recommendations must comply with the procedures for director nominations set forth in Article I, Section 1.2, of the Company’s bylaws and applicable law. The process for evaluating nominees put forth by shareholders does not differ from the process used to evaluate the slate of directors put forth by the Company.

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Board Leadership Structure

The Board of Directors is responsible for overseeing and directing the management of the Company. Mr. William G. Miller serves as the Executive Chairman of the Board, Mr. Theodore H. Ashford III serves as the Lead Independent Director, and Mr. William G. Miller II serves as Chief Executive Officer of the Company. Each of the standing committees of the Board of Directors, the Audit Committee, the Compensation Committee, and the Governance & Sustainability Committee, is chaired by, and comprised entirely of, independent directors. In addition, the Board schedules executive sessions of the independent directors that are presided over by the Lead Independent Director at the quarterly Board meetings.

The Board recognizes that, when the Chair of the Board is not an independent director, a strong lead independent director with a clearly defined role and set of responsibilities is paramount for constructive and effective independent leadership. Pursuant to the Company’s Corporate Governance Guidelines, the Lead Independent Director’s primary responsibilities include, among others, (i) providing leadership for the Board in discharging its duties, responsibilities, and obligations, (ii) acting as a liaison between the independent directors, the Chairperson, and the Chief Executive Officer, (iii) presiding over meetings of the non-management directors, (iv) providing input to the Chairperson and the CEO on the frequency of Board meetings and the content of Board meeting agendas, (v) advising the Chairperson and CEO on the quality, quantity, appropriateness, and timeliness of information provided to the Board, and (vi) performing such other functions as may be requested by the Board, the Chairperson, or the CEO. The establishment of a Lead Independent Director with robust functions, authority, and responsibilities reflects the Board’s commitment to strong corporate governance. The complete responsibilities of the Lead Independent Director are specified in the Company’s Corporate Governance Guidelines, which are available on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors. Mr. Ashford has been a director of the Company since 2010 and has served as our Lead Independent Director since 2023.

The Board of Directors believes that separating the positions of Chairman of the Board and Chief Executive Officer allows our Chief Executive Officer to focus on our day-to-day business, while allowing the Chairman of the Board, along with the Lead Independent Director, to lead our Board of Directors in its fundamental role of providing advice to, and oversight of, management. Our Board of Directors recognizes the time, effort, and energy that the Chief Executive Officer is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman, particularly as our Board’s oversight responsibilities continue to grow. Although we do not have a policy mandating the separation of the roles of Chairman and the Chief Executive Officer, our Board of Directors believes that having separate positions, along with the valuable component of a Lead Independent Director, is the appropriate leadership structure for the Company at this time.

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Board and Shareholder Meeting Attendance

The Board is currently composed of seven directors, five of whom are independent directors under the New York Stock Exchange (“NYSE”) listing rules. During fiscal 2025, the Board met six times. During fiscal 2025, each director who served on the Board attended at least 75% of the meetings of the Board and the committees on which he or she served. It is the Board’s policy that directors are encouraged, but not required, to attend the annual meeting of shareholders. All of

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our then-serving directors who were standing for re-election to the Board attended the 2025 annual meeting of shareholders.

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Board Committees

The Board has established the Audit Committee, Compensation Committee, and Governance & Sustainability Committee to assist it in discharging its responsibilities. The Board may appoint other committees from time to time. Each committee has a written charter and all such charters, as well as the Company’s corporate governance guidelines, are available on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors, and will be provided in print to any shareholder who submits a request in writing to Attention: Frank Madonia, Executive Vice President, Secretary and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee, 37363.

The current membership of each committee and its primary responsibilities, as well as the number of meetings held by each of these committees during fiscal 2025, are described below.

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Director Independence

Pursuant to our corporate governance guidelines and NYSE rules, the Board must have a majority of directors who meet the standards for independence. Our corporate governance guidelines provide that, to be independent, the Board must determine that a director has no material relationship with the Company other than as a director. The Board must determine, based on a review of the relevant facts and circumstances, whether each director satisfies the criteria for independence. The Board undertook an annual review of director and director nominee independence. The Board process was designed to identify any transactions and relationships between each director and director nominee, or any member of his or her immediate family, and the Company, its subsidiaries, and affiliates known to the Company. The Board also considered whether there were any transactions or relationships between directors, director nominees, or any member of their immediate family.

The Board of Directors has determined that five out of seven of the current members of the Board of Directors are “independent”, as defined under applicable federal securities laws and the listing standards of the NYSE. The independent directors are Messrs. Ashford and Jackson, Drs. Reyes and Sweeney, and Ms. Walton. The Board has also determined that all committee members are “independent” under applicable listing standards of the NYSE and federal securities laws for committee memberships, including with respect to serving on a Compensation Committee, and that each member of the Audit Committee also meets the additional independence criteria set forth in Rule 10A- 3(b)(1) under the Exchange Act.

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Board’s Role in Risk Oversight

Management is responsible for the day-to-day management of risks the Company faces, while the Board, as a whole and through its committees, has responsibility for the oversight of risk management. The Board believes that full and open

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communication between management and the Board is essential for effective risk management and oversight. The Board receives regular reports from members of senior management on areas of material risk to the Company, including operational, financial, legal and regulatory, strategic, information technology, environmental, competitive and reputational risks. The Board’s risk management includes reviews of cybersecurity vulnerability and the actions necessary to enhance the security of the Company’s information systems. The Board also considers geopolitical risks that may impact the Company. Additionally, management is available to address any questions or concerns raised by the Board on risk management and any other related matters.

While the Board is ultimately responsible for risk oversight at the Company, our three Board committees assist the Board in fulfilling its oversight responsibilities in certain areas of risk. The Audit Committee assists the Board in fulfilling its oversight responsibilities with respect to risk management in the areas of financial reporting, internal controls, cybersecurity and information security, and compliance with legal and regulatory requirements, and, in accordance with the NYSE rules, discusses policies with respect to risk assessment and risk management. The Compensation Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks arising from our compensation policies and programs, and succession planning for the Company’s executive officers. The Governance & Sustainability Committee assists the Board in fulfilling its oversight responsibilities with respect to the management of risks associated with board organization, membership and structure, succession planning for the Company’s directors, corporate governance, and sustainability matters.

A summary of the allocation of general risk oversight among management, the Board, and the Board Committees follows below:

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Director Commitments

To ensure that each director does not have other board commitments that would impair a director’s ability to fulfill his or her duties on the Board, the Board has adopted limitations on the number of public and private company boards on which a director may serve. Accordingly, under the Company’s Corporate Governance Guidelines, unless the Board determines that the carrying out of a director’s responsibilities to the Company will not be adversely affected by the director’s other directorships, directors are limited to serving on not more than two boards of other public companies in addition to the Company’s Board, and not more than one board of a private company.

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Communication with Director(s)

We have a well-developed shareholder engagement program that emphasizes year-round shareholder engagement and direct communication with our Board. The ways in which we communicate with our investors throughout the year include

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quarterly earnings releases and earnings conference calls, SEC filings, sustainability reports, investor conferences, press releases, bi-annual or annual investor meetings, and our website.

Shareholders and other interested parties may communicate with any non-management director of the Board, committee of the Board, individual director, or the independent directors as a group, by writing to the Board of Directors, Attention: Frank Madonia, Executive Vice President, Secretary and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee 37363. Communications from shareholders will be distributed to the entire Board unless addressed to a particular committee, director, or group of directors.

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Code of Conduct

We have adopted a Code of Conduct applicable to all of our directors, officers, and employees. Our Code of Conduct sets out our expectations regarding the treatment of our team members, customers, and the communities in which we operate, as well as our commitment to product quality, ethical and legal sourcing of our materials, and acting with integrity for our investors. Our Code of Conduct is available on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors. A copy of the Code of Conduct can also be obtained in print, free of charge upon request to Attention: Frank Madonia, Executive Vice President, Secretary and General Counsel, Miller Industries, Inc., 8503 Hilltop Drive, Ooltewah, Tennessee 37363.

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Policy on Transactions with Related Persons

We have adopted a written policy that the Audit Committee must approve or ratify any “related person transactions” (transactions exceeding $120,000 in which Miller Industries is a participant and any related person has a direct or indirect material interest). “Related persons” include our directors, nominees for election as a director, persons controlling over 5% of our common shares, executive officers, and the immediate family members of each of these individuals.

Once a related person transaction is identified, the Audit Committee will review all relevant facts and circumstances and determine whether to approve the transaction. The Audit Committee will take into account such factors as it considers appropriate, including the material terms of the transaction, the nature of the related person’s interest in the transaction, the significance of the transaction to the related person and to us, the nature of the related person’s relationship with us, and whether the transaction would be likely to impair the judgment of a director or executive officer to act in our best interest. Under the Audit Committee charter, no member of the Audit Committee may participate in any review of a transaction in which the member or any of his or her family members is the related person.

If advance approval of a transaction is not practicable, the Audit Committee will consider the transaction for ratification at its next regularly scheduled meeting. After its review, the Audit Committee will only approve or ratify those transactions that are in, or not inconsistent with, the best interests of the Company and its shareholders.

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Related Person Transactions

During 2025, there were no transactions, and there are no currently proposed transactions, involving an amount exceeding $120,000 in which Miller Industries, Inc., was, or is a participant, and in which any related person had or will have a direct or indirect material interest, except the following ongoing transaction, which has been reviewed and approved by the Audit Committee:

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Securities Trading Policy/Policy on Hedging and Pledging of Shares

We have adopted a Securities Trading Policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, and certain employees. We believe the Securities Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards applicable to the Company. The Securities Trading Policy, among other things, prohibits persons covered by the policy from trading in the Company’s

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securities while in possession of material nonpublic information relating to the Company, other than in connection with a Rule 10b5-1 plan adopted in compliance with the policy. The policy also provides for blackout periods and pre-clearance procedures for directors, officers, and other persons subject to such procedures.

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Our Securities Trading Policy also prohibits our directors, executive officers and certain employees from entering into hedging or monetization transactions that are designed to hedge against a decrease in the price of the Company’s securities, such as collars, equity swaps, prepaid variable forward contracts and exchange funds. The policy also prohibits our executive officers and directors from pledging our securities as collateral for a loan or other obligation.

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Excess Incentive Based Compensation Recoupment Policy

We have adopted an Excess Incentive-Based Compensation Recoupment Policy – also known colloquially as a “clawback” policy – in accordance with SEC rules and NYSE listing standards. Pursuant to the policy, incentive-based compensation awarded to, earned by, or vested with any of our current or former executive officers is subject to recoupment by the Company to the extent it exceeds the compensation that otherwise would have been awarded to, earned by, vested with, or received by that current or former executive officer but for accounting errors impacting the calculation of that compensation, and which are subject of an accounting restatement required to be prepared by the Company. Under the policy, any recoupment is limited to excess compensation received by the current or former executive officer during the three completed fiscal years preceding the date the Company is required to prepare the accounting restatement. No finding of fault of the current or former executive officer is required. The Compensation Committee of the Board has the exclusive power and authority to administer the policy, including to interpret the policy’s provisions and to make all determinations deemed necessary or advisable for the policy’s administration.

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PROPOSAL 1 – ELECTION OF DIRECTORS

Pursuant to the Company’s charter and bylaws, the Board of Directors has fixed the number of directors at seven directors. The members of the Board of Directors comprise a single class, and at each annual meeting of shareholders all directors are elected. The directors elected at the Annual Meeting will serve until the annual meeting of shareholders in 2027, or until their successors are duly elected and qualified. The Board of Directors may fill directorships resulting from vacancies and may increase or decrease the number of directors to as many as fifteen or as few as three. Executive officers are appointed annually and serve at the discretion of the Board of Directors.

Upon the recommendation of the Governance & Sustainability Committee, the Board of Directors has nominated Lead Independent Director Theodore H. Ashford III, Peter Jackson, Executive Chairman of the Board William G. Miller, William G. Miller II, Dr. Javier Reyes, Dr. Susan Sweeney, and Leigh Walton, who are all current members of the Board of Directors, for election as directors at the Annual Meeting. See “Corporate Governance – Director Nominations” above for a discussion of factors considered by the Governance & Sustainability Committee in arriving at its recommendations. Each such nominee has consented to be named herein and to serve as a director, if elected.

Unless contrary instructions are received, shares of Common Stock represented by duly executed proxies will be voted in favor of the election of each of the seven nominees named above to constitute the entire Board of Directors. The Board of Directors has no reason to expect that any nominee will be unable to serve and, therefore, at this time it does not have any substitute nominees under consideration.

Directors are elected by a plurality of the votes cast by holders of the shares of Common Stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. The seven nominees receiving the highest number of votes cast “for” will be elected.

Information concerning the nominees for election, based on data furnished by them, is set forth below. The Board of Directors has determined that Messrs. Ashford and Jackson, Drs. Reyes and Sweeney, and Ms. Walton are independent directors under the listing standards of the NYSE.

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Director Nominees

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Director Compensation for Fiscal 2025

Our non-employee director compensation program is designed to attract and retain experienced and knowledgeable directors. During 2025, non-employee directors received annual compensation comprised of a cash component and an equity component.

In 2022, the Governance & Sustainability Committee, with input from its independent compensation consultant at the time, Pearl Meyer & Partners, LLC (“Pearl Meyer”), adopted a new compensation program for the Company’s non-employee directors. Under the Company’s 2023 Non-Employee Director Stock Plan, each non-employee director may be granted an award of restricted shares of Common Stock, restricted stock units, fully-vested shares of Common Stock, and non-statutory stock options on the first business day after each annual meeting of shareholders of the Company.

Pursuant to the Company’s non-employee director compensation program, during fiscal 2025, each non-employee director received: (i) an annual cash payment of $95,000, and (ii) an annual equity award of restricted stock units valued at $80,000 based on the closing price of the Company’s Common Stock on the date of grant, in each case, as compensation for service on the Board.

In addition, during 2025, the Lead Independent Director, the Audit Committee Chair, the Compensation Committee Chair, and the Governance & Sustainability Committee Chair each received an annual cash payment of $20,000, $20,000, $15,000, and $10,000, respectively, for serving in such capacity.

Under the Company’s non-employee director compensation program, each non-employee director was granted 1,804 restricted stock units as compensation for service on the Board during 2025 based on the closing price of the Company’s Common Stock on the NYSE on May 23, 2025, which was $44.34. Each restricted stock unit represents a contingent right to receive one share of Common Stock and vests on the earlier of (i) the day immediately prior to the Company’s next annual meeting of shareholders or (ii) the first anniversary of the grant date, so long as the director’s service with the Company has not earlier terminated.

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Until the restricted stock units become vested and nonforfeitable, the restricted stock units may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution, and shall not be subject to execution, attachment or similar process.

The Board approves non-employee director compensation based on recommendations of the Governance & Sustainability Committee. The following table sets forth the total compensation earned or paid to each non-employee director for fiscal 2025:

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Director Stock Ownership Guidelines

In March 2024, the Board adopted stock ownership guidelines for non-employee directors that are designed to further align the interests of our directors with those of our shareholders. Under these guidelines, each non-employee director may not sell or otherwise dispose of any Company stock unless he or she will hold Company stock valued at five times the non-employee director annual cash compensation after any such sale or other disposition. These restrictions do not apply to any sales of shares made to satisfy taxes due as a result of the vesting of the restricted stock unit awards. During 2025, none of our non-employee directors sold or otherwise disposed of any Company stock while serving on the Board.

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Family Relationships

Mr. Miller, the Company’s Executive Chairman of the Board, is the father of William G. Miller II, the Company’s President and Chief Executive Officer, and a director of the Company.

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PROPOSAL 2 – ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

As required by SEC rules, shareholders have the opportunity to vote, on an advisory and non-binding basis, on the compensation of our named executive officers (“NEOs”) as set forth in this proxy statement. This is commonly referred to as the “say-on-pay” vote. At the 2023 annual meeting of shareholders, the Board recommended, and the Company’s shareholders approved, an annual frequency for the “say-on-pay” vote. After considering that shareholder vote, the Board determined that the “say-on-pay” vote would be held annually.

As discussed in greater detail in the “Compensation Discussion and Analysis” section of this proxy statement, the primary objectives of our executive compensation programs are to attract and retain key executives critical to us; to align the interests of our management with those of our shareholders; to integrate compensation with our business plans; and to reward for both business and individual performance, such that a substantial portion of each executive officer’s total compensation potential is a function of performance incentives. The Board believes the compensation of the NEOs outlined in this proxy statement is appropriate based upon the performance of the Company.

While the Board and Compensation Committee intend to carefully consider the results of the voting on this proposal when making future decisions regarding executive compensation, the vote is not binding on the Company, the Board, or the Compensation Committee and is advisory in nature.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation program, philosophy, decisions, and process for the compensation of our “named executive officers” (also referred to as our “NEOs”) for fiscal 2025:

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Recent Improvements to Our Executive Compensation Program

At the 2025 annual meeting of shareholders, approximately 33.5% of the votes cast approved the Company’s advisory vote on executive compensation, commonly referred to as the “say-on-pay” vote. The Company recognizes that its 2025 “say-on-pay” vote results did not meet the Company’s expectations, and in response to this, the Company engaged in significant shareholder engagement efforts, to solicit feedback and understand shareholder priorities. These efforts are described further in the section titled “2025 Shareholder Engagement” below. Miller Industries has a history of being receptive to shareholder feedback and took significant actions in 2025 and early 2026 to introduce meaningful improvements to its executive compensation program. While this CD&A focuses primarily on compensation decisions and actions related to fiscal 2025, below is a summary of these recent changes and improvements:

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2025 Shareholder Engagement

The Company views ongoing, substantive engagement with shareholders as critical to shareholder alignment and effective corporate governance. We believe regular, transparent dialogue between management, the Board, and our investors enhances accountability, strengthens decision-making, and supports long-term value creation.

The Board and the Committee take shareholder feedback very seriously, and they prioritize Company responsiveness to shareholder views and feedback. Throughout the year, members of senior management engaged directly with shareholders to discuss a broad range of topics, including the Company’s strategic priorities, operating performance, executive compensation programs, and governance framework. These interactions were designed not only to communicate the Company’s perspective, but also to solicit candid feedback from investors regarding their views.

Following the 2025 Annual Meeting and the results of the 2025 “say-on-pay” vote the Board made it a priority for the Company to seek shareholder feedback on its approach to executive compensation as part of this regular engagement with shareholders.

As a result, in 2025, the Company proactively engaged with shareholders to identify areas to enhance alignment of our executive compensation with shareholder interests. Highlights of such engagement efforts include:

In engagements with shareholders, the Company sought to understand their views on compensation design, and, where applicable, the factors that affected their “say-on-pay” votes in 2025. While shareholders expressed strong support for the Company’s long-term compensation vision and priorities, many shareholders attributed their “against” votes to the Company’s adoption of a “single-trigger” change in control severance provision as a part of the Company’s First Amended and Restated Change in Control Severance Plan. Some shareholders asked questions about the Committee’s approach to incentive compensation, but those who raised this topic did not indicate that their adverse votes were driven by our previous approach to incentive compensation.

At the Committee’s direction, management shared feedback from its shareholder engagements with the Committee to help inform the Committee’s 2026 compensation decisions. The feedback received from the Company’s 2025 shareholder engagement efforts played a significant role in the Committee’s decision to (1) eliminate all “single-trigger” change in control severance protections from the Company’s programs and (2) design and approve an improved incentive compensation framework for fiscal 2026, which is more fully described in the section titled “2026 Incentive Compensation Framework” below.

Executive Compensation Objectives and Philosophy

Our executive compensation program is designed to align compensation earned by our NEOs with the Company’s financial performance and the creation of long-term shareholder value, while supporting the Company’s long-term strategy by attracting and retaining experienced leadership. The program includes a mix of fixed compensation and short-term and long-term incentive opportunities so that compensation outcomes increase when Company performance is strong and are reduced when performance does not meet key objectives.

Specifically, our compensation programs are designed to achieve the following key objectives:

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Our compensation philosophy is to “pay for performance”, which we believe will  drive business results and maximize shareholder value. Our executive compensation program incorporates accountability to performance through a mixture of cash and stock-based compensation elements. Stock-based compensation, which has to date consisted of RSUs, is structured to pay for performance by linking the value of each annual award at grant directly to our Adjusted Pretax Income.  The Company believes that Adjusted Pretax Income, a non-GAAP financial measure that is further described in the section titled “2025 Executive Annual Bonus Program” below, reflects the profitability of the Company’s core operations and is indicative of management’s ability to execute the Company’s operating strategy. As further discussed in the section titled “2026 Incentive Compensation Framework”, the incentive compensation framework for fiscal 2026 will further emphasize performance by not only linking the grant of RSUs to Adjusted Pretax Income, but by also adopting a new element of equity compensation in the form of PBRSUs and subjecting the vesting of these PBRSUs to the achievement of other performance criteria.

The levels of each element of compensation for the NEOs are determined based on several factors, which may include the Company’s historical performance and shareholder return, our assessment of compensation paid to executives in comparable industries, the amount and the elements of compensation provided in previous years, the individual performance and contributions of a named executive officer, the relative compensation levels of our executive officers, the importance of retaining a named executive officer, a named executive officer’s potential to assume greater responsibilities in the future, our expectations for the Company’s future financial performance, and other matters that we deem relevant. In addition, we consider the years and level of experience and the responsibilities of each named executive officer, his or her individual performance, and the personal contributions he or she makes to the success of the Company. Leadership skills, analytical skills, organization development, public affairs, and civic involvement have been, and will continue to be, deemed to be important qualitative factors to take into account in considering elements and levels of compensation.

The Committee worked with management and its previous independent compensation consultant, Pearl Meyer & Partners, LLC (“Pearl Meyer”), to design and administer the executive compensation programs utilized in 2025. The Committee engaged Alvarez & Marsal as its independent compensation consultant in November 2025 for the purpose of evaluating market practices and pay levels and supporting the Committee in its pursuit of designing an incentive compensation framework for fiscal 2026 that further emphasizes the Company’s commitment to “pay for performance”.

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Role of Independent Compensation Consultant

The Committee has retained the services of independent compensation consultants on executive compensation matters. The independent compensation consultants report directly to the Committee and do not provide services to the Company other than those specifically requested by and provided to the Committee. The Committee has the sole authority to retain or dismiss a consultant, and to obtain a consultant’s advice at the Company’s expense.

Pearl Meyer served as the independent compensation consultant to the Committee from October 2022 until November 2025, at which time the Committee appointed Alvarez & Marsal, a global professional services and compensation advisory firm, as its independent compensation consultant. The Committee has assessed the independence of its independent compensation consultants pursuant to SEC and NYSE rules. In doing so, the Committee considered each of the factors set forth by the SEC and NYSE with respect to a compensation consultant’s independence. On the basis of its consideration of the foregoing and other relevant factors, the Committee concluded that both Pearl Meyer and Alvarez & Marsal were independent and that there were no conflicts of interest.

The independent compensation consultant is charged with:

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The Committee expects that its independent compensation consultant will continue to advise the Committee as to trends in executive compensation and also provide specialized studies or expert advice as requested with respect to executive compensation issues, in each case in order to assist the Committee and work on its behalf on matters related to the Committee’s purposes and responsibilities as set forth in the Committee charter, which is available on the Company’s Investor Relations website, in the “Corporate Governance” section at www.millerind.com/investors. The Committee expects that Alvarez & Marsal will meet with the Committee and attend Committee meetings in person or by telephone as requested by the Committee.

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Elements of 2025 Compensation for Executive Officers

The Company’s annual compensation for the named executive officers for 2025 generally consisted of the following elements:

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Pay Governance Practices

The Company has adopted the following executive compensation principles to enhance the alignment of our executive compensation programs and shareholders’ interests:

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Base Salary

Base salaries are reviewed annually and set at a market-competitive level reflective of the executive’s skills, experience, and responsibilities, and taking into account the complexity of role and performance. In November 2024, after review of performance and with input from its independent compensation consultant, Pearl Meyer, the Committee approved the following increases in base salary effective January 1, 2025:

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In March 2026, the Committee, with input from its independent compensation consultant, Alvarez & Marsal, approved new annual base salaries for the following named executive officers, effective in 2026: $850,000 for Mr. Miller II, $500,000 for Ms. Whitmire, $672,000 for Mr. Badgley, $425,000 for Mr. Reyneke, and $425,000 for Mr. Tiano.

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2025 Executive Annual Bonus Program

In April 2023, the Committee, with input from its independent compensation consultant, Pearl Meyer, adopted the Company’s Executive Officer Annual Bonus Program, which was in effect for fiscal 2025. The purpose of the program was to align executive incentive bonuses with the achievement of annual corporate profitability, with annual bonuses under the program being determined in direct relation to the Company’s Adjusted Pretax Income (as defined below) achieved during the applicable performance period.

The Executive Officer Annual Bonus Program provided an annual bonus pool for each fiscal year if the Company’s income before taxes, and before payment of all employee bonuses and excluding any foreign currency adjustments and other unexpected and/or non-recurring items as determined by the Committee (“Adjusted Pretax Income”), exceeded $10 million for the most recently completed fiscal year described below. The amount of the bonus pool is calculated based on the achieved level of Adjusted Pretax Income, with 80% of the pool being earned based on this financial performance, and the remaining 20% being earned based on the Committee’s assessment of the Company’s progress on key ESG-related metrics for the completed fiscal year. Bonuses under the program are paid in cash, or in a mix of cash and RSUs, depending the level of earned Adjusted Pretax Income.

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Under the Executive Officer Annual Bonus Program, the level of the bonus pool based on Adjusted Pretax Income earned in the applicable fiscal year, and the portion of the bonus payable in cash versus equity (RSUs), was as follows:

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The earned bonus pool for each fiscal year is allocated among executive officers in accordance with pre-determined percentages. In March 2026, the Committee amended those percentages with respect to the Company’s 2025 fiscal year performance by taking the 8% of the bonus pool that was previously available to the Chief Manufacturing Officer and reallocating it among the Company’s NEOs as follows:

In March 2026, after review of the Company’s financial and ESG initiative performance, the Committee concluded that 2025 Adjusted Pretax Income was $50.4 million, and that the full 20% of the pool based on progress made on key ESG initiatives had been earned, and approved the corresponding aggregate annual bonuses under the Executive Annual Bonus Program. In accordance with the program, one-half of the aggregate bonus amounts were paid in cash and one-half in RSU’s with a ratable 3-year vesting period.

The cash bonuses were paid in fiscal 2026, with respect to performance during fiscal 2025, and are reflected in the table below and in the Summary Compensation Table in this CD&A as part of 2025 non-equity incentive plan compensation. The RSUs that were granted in 2026 with respect to 2025 performance are reflected in the table below, and will be reflected in the Summary Compensation Table of next year’s proxy statement with respect to the Company’s 2027 annual meeting of shareholders as part of the 2026 stock awards compensation.

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Executive Chairman Annual Bonus Program

In April 2023, the Committee, with the assistance of its independent compensation consultant, Pearl Meyer, approved an annual bonus program for William G. Miller, Executive Chairman of the Board (the “Executive Chairman”). Under the Executive Chairman Annual Bonus Program, the Executive Chairman would receive an award of $225,000, $675,000, or $1,013,000 if Adjusted Pretax Income (using the same definition as in the Executive Officer Annual Bonus Program) in the applicable fiscal year equals $25 million, $50 million, or $75 million, respectively, with linear awards for Adjusted Pretax Income levels in between those figures. Annual bonuses are payable in all cash and are based entirely on Adjusted Pretax Income. This bonus program was applicable to the annual bonus payable to the Executive Chairman in 2026 with respect to performance during 2025. In March 2026, after review of the Company’s financial performance, the Committee concluded that 2025 Adjusted Pretax Income was $50.4 million and approved a cash bonus to the Executive Chairman of $680,691 based on application of the existing terms of the program. This amount is reflected in the Summary Compensation Table below as part of 2025 non-equity incentive plan compensation. The Company retains the right to modify, amend, or terminate this bonus program at any time.

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Other Compensation and Benefits

The named executive officers currently are entitled to participate in the Company’s health, life, and disability insurance plans, and in our 401(k) plan to the same extent that the Company’s employees are entitled to participate. Named executive officers receive additional compensation in the form of certain limited perquisites and executive benefits, including Company contributions to the officer’s 401(k) plan under that plan’s matching program, Company paid life insurance premiums, and personal use of the corporate aircraft. Additional compensation is included in the “All Other Compensation” column of our “Summary Compensation Table”.

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Our Compensation Process

The Committee, which maintains a regular calendar and meets multiple times throughout the year, provides assistance and recommendations to the Board in relation to programs and practices with respect to the compensation of all of our executive officers, as described in the Committee’s charter. The Committee regularly holds executive sessions during which management, including the CEO, is not in attendance. In performing its duties, the Committee has the authority, in its sole discretion, to retain compensation consultants to assist the Committee in overseeing our executive compensation program. Any advice provided by compensation consultants is used as a guide only; the Committee relies on its own review in establishing executive officer pay. None of the members of the Committee has been an officer or employee of the Company, and the Board of Directors has considered and determined that all of the members of the Committee are “independent”, as that term is defined under NYSE and SEC rules, and otherwise meet the criteria set forth in the Committee’s Charter.

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2025 Compensation Peer Group

In setting compensation, the Committee compares base salaries, annual incentive opportunities and long-term compensation for the NEOs to a peer group of companies (which we refer to collectively as our compensation peers).

As part of its review of our executive compensation, Pearl Meyer recommended, and the Committee approved, the following peer group for fiscal 2025:

In selecting these peer companies, Pearl Meyer reviewed and considered a variety of factors, including the following:

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Role of Management

We regularly review and discuss the compensation of the named executive officers with William G. Miller, the Company’s Executive Chairman of the Board, and William G. Miller II, the Company’s President and Chief Executive Officer, and consult with them in evaluating the performance of the executive officers, other than for themselves, and they may make recommendations to us regarding compensation for all of the executive officers, other than for themselves, and we consider these recommendations in our deliberations.

The Committee meets regularly in executive sessions without the Executive Chairman of the Board, the CEO, or other management present to discuss our executive compensation program. Such executive sessions include discussions about, among other topics, the CEO’s performance and compensation, and the design and operation of our executive compensation plans.

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Executive Officer Stock Ownership Guidelines

The Company maintains stock ownership guidelines for executive officers that are designed to further align the interests of our executive officers with those of shareholders. Under these guidelines, each executive officer may not sell or otherwise dispose of any Company stock unless he or she will hold Company stock valued at the following multiples of their annual base salary after any such sale or disposition:

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These restrictions do not apply to any sales of shares made to satisfy taxes due as a result of the vesting of the RSU awards. During 2025, none of our executive officers sold or otherwise disposed of any Company stock while serving as an executive officer, other than shares that were withheld to cover tax withholding obligations when restricted stock units vested during the year.

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Change in Control Plan for 2025

In 2023, the Committee approved a Change in Control Severance Plan, which was amended and restated in 2024 (as amended, the “CIC Plan”). The CIC Plan was in effect until March 2, 2026, when it was amended and restated in its entirety which had the effect of, among other things, eliminating all single-trigger protections and benefits. The CIC Plan, as it was in effect during fiscal 2025, is described below:

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Under the CIC Plan, only the Company’s executive officers (the “Participants”) were eligible to participate. The CIC Plan provided that Participants would be entitled to certain payments and benefits on the first to occur of either (i) a “change in control” of the Company, subject to certain conditions, or (ii) termination of employment by the Company without “cause” or by the executive with “good reason”, each as was defined in the CIC Plan.

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Under the CIC Plan, a Participant was entitled to severance in an amount equal to the sum of (i) the Participant’s annual base salary and (ii) the Participant’s annual target bonus (or, if no target bonus, the average of the annual bonuses earned for the prior two years), multiplied by the applicable Participant’s payout multiple. Under the CIC Plan, the payout multiples for the Participants during fiscal 2025 were as follows: (i) 2.99x for Mr. Miller II, (ii) 2.5x for Ms. Whitmire and Mr. Miller, and (iii) 2.0x for the remainder of the Participants. In addition, in connection with a qualifying termination or change in control, the Participants were also entitled to (i) a pro-rated bonus payment for the year of termination, and (ii) a payment in an amount equal to eighteen times the monthly COBRA premium to continue coverage under the Company’s group health plan. The CIC Plan also provided that time-based equity awards would vest fully upon the triggering event and performance-based equity awards would vest at the greater of actual and target at the time of the triggering event. The foregoing benefits would be paid or provided only if the Participant timely signed a general release of claims.

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In March 2026, the Committee approved the Second Amended and Restated Severance Protection Plan, which was further amended and became the Third Amended and Restated Severance Protection Plan in April 2026. The plan, as amended, removed the prior plan’s “single-trigger” change in control severance framework. The current 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 current 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. See the section titled “Change in Control Provisions - 2026 Severance Plan” below for additional information regarding the amended plan.

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Clawback Policy

The Committee has adopted the Excess Incentive-Based Compensation Recoupment Policy – also known colloquially as a “clawback” policy – in accordance with SEC rules and NYSE listing standards. Pursuant to the policy, incentive-based

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compensation awarded to, earned by, or vested with any of our current or former executive officers is subject to recoupment by the Company to the extent it exceeds the compensation that otherwise would have been awarded to, earned by, or vested with that current or former executive officer but for accounting errors impacting the calculation of that compensation, and which are subject of an accounting restatement required to be prepared by the Company. Under the policy, any recoupment is limited to excess compensation received by the current or former executive officer during the three completed fiscal years preceding the date the Company is required to prepare the accounting restatement. No finding of fault of the current or former executive officer is required. The Committee has the exclusive power and authority to administer the policy, including to interpret the policy’s provisions, and to make all determinations deemed necessary or advisable for the policy’s administration.

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Employment Agreements

During fiscal 2025, the Company did not have any employment agreements with any of its named executive officers.

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Severance Agreements

None of our executive officers have any employment or severance agreements or arrangements other than as provided for in our CIC Plan, which was amended and restated in March 2026 and April 2026 and became the Third Amended and Restated Severance Protection Plan, and other than certain change in control provisions in our equity plans.

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Compensation Related Risk Assessment

Our Board of Directors reviewed potential risk associated with the Company’s fiscal 2025 compensation programs and concluded that the Company’s compensation programs are designed and administered with the appropriate balance of risk and reward in relation to its overall business strategy and do not encourage employees to take unnecessary or excessive risks that are reasonably likely to have a material adverse effect on the Company.

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Tax Considerations

Code Section 162(m) imposes an annual deduction limit of $1.0 million on the amount of compensation paid to each “covered employee”, which includes our NEOs and certain other former NEOs. Compensation paid to our NEOs over this limit is nondeductible. While the Committee considers tax deductibility as one of many factors in determining executive compensation, we will continue to structure our executive compensation program so that a significant portion of total executive compensation is linked to the performance of our Company even though amounts in excess of the Code Section 162(m) limit are not deductible.

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Timing of Equity Awards

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2026 Incentive Compensation Framework

In response to feedback received during the Company’s 2025 shareholder engagement efforts, the Committee, in consultation with its independent compensation consultant, Alvarez & Marsal, conducted a comprehensive review of the

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Company’s executive incentive compensation program. The purpose of the review was to evaluate the alignment of the Company’s incentive program with its business objectives, long-term strategy, and prevailing market best practices. In carrying out this review, the Committee examined the structure, pay mix, and pay-for-performance orientation of the incentive compensation program, with a particular focus on further strengthening alignment with shareholders and incorporating market-based practices.

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Following this review, the Committee approved an incentive compensation framework that will first be effective for fiscal 2026. This modified framework accomplishes the following:

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The 2026 incentive compensation framework was implemented by amending and restating our Executive Officer Annual Bonus Plan, effective March 2, 2026 (the “Amended Bonus Plan”). The terms of the Amended Bonus Plan and 2026 incentive compensation framework, and their two main components – the annual cash incentive and the long-term incentive award – are discussed in more detail below.

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Annual Cash Incentive

The annual cash incentive is intended to reward the achievement of annual Company performance objectives by providing executives with a timely incentive tied to near-term financial results. Each participating executive is eligible to receive an annual cash incentive representing a portion of the Incentive Pool established under the Amended Bonus Plan. The Incentive Pool, determined based on the achievement of Adjusted Pretax Income, generally provides a greater level of annual cash incentive as Adjusted Pretax Income surpasses pre-established performance hurdles. In the event Adjusted Pretax Income fails to meet the threshold ($20 million for 2026), the Incentive Pool will not be funded, and no annual cash incentive will be earned by any participating executive. The funding of the Incentive Pool and the determination of the annual cash incentive is formulaic, fully linked to increasing the Company’s overall level of profitability.

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Long-Term Incentive

The long-term incentive award is designed to promote long-term shareholder growth, encourage value creation, reinforce retention, and further align executive interests with shareholders by tying the majority of the incentive compensation opportunity to sustained growth and stock price performance. Each participating executive is eligible to receive a long-term incentive award representing a portion of the Incentive Pool determined in a formulaic manner wholly dependent upon our profitability as measured by Adjusted Pretax Income. Fifty percent (50%) of the long term incentive is to be granted in the form of time-based RSUs, vesting ratably over a three-year period following grant, while 50% of the long-term incentive is to be granted in the form of PBRSUs, the vesting of which may occur at the end of a three-year period, contingent on and subject to the achievement of pre-established performance hurdles.

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The PBRSUs, which may first be awarded in 2027 based on the achievement of 2026 Adjusted Pretax Income, may vest between 0% and 200% of the target units granted, with such level of vesting determined based on the Company’s (1) total shareholder return and (2) diluted earnings per share plus dividends paid, in each case relative to our Peer Group.

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2026 Incentive Pool Summary