• ●

  The Compensation Committee operates under a formal charter adopted by the Board of Directors that governs its duties and standards of performance. Copies of the charter can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by any shareholder.

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  Independent Compensation Advisor

  In August of 2014, our Chief Executive Officer retained Frederic W. Cook & Co., Inc. (“Cook & Co.”) to review our executive compensation program and conduct a market analysis to assess the competitive pay positioning of the Company’s senior management team, including our named executive officers. In particular, the material elements of this engagement included the development of a peer group for the Company, a competitive review of compensation levels for our Chief Executive Officer and other members of our senior management team, including a pay for performance analysis, and to analyze the effectiveness of the Company’s compensatory retention incentives. For 2014, the Compensation Committee have been determined tomeetestablished the NYSE standardsperformance criteria for independence. See “Director Independence”above.
  

• Thethe year on February 3, 2014 and was presented with Cook & Co.’s report in November 2014 when the report was completed. As such, the Compensation Committee operates underutilized the report by Cook & Co. solely to obtain a formal charter adopted bythe Boardgeneral understanding of Directors that governscompensation practices within the industry and did not base any of its dutiescompensation decisions on recommendations contained in this report, nor did it otherwise utilize this report to benchmark executive compensation (or any component thereof) against any particular peer group.

  Cook & Co. provided no additional services to the Company during 2014 and standardsthe Company believes the services provided by Cook & Co. do not raise any conflicts of performance. Copies of the charter can be obtained free of charge from the Company’swebsite at www.muellerindustries.com or may be requested in print byany shareholder.

Nominating and Corporate Governance Committee

• All members of the Nominating and Corporate Governance Committeehave been determined to meet the NYSE standards for independence. See“Director Independence” above.
  
• The Nominating and Corporate Governance Committee recommends to theBoard of Directors as director nominees individuals of established personaland professional integrity, ability and judgment, and who are chosen withthe primary goal of ensuring that the entire Board of Directors collectivelyserves the interests of the Company’s stockholders. Due considerationis given to assessing the qualifications of potential nominees and anypotential conflicts with the Company’s interests. The Nominating andCorporate Governance Committee also assesses the contributions of

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the Company’s incumbent directors in connection with their potential re-nomination. In identifying and recommending director nominees, the Committee members take into account such factors as they determine appropriate, including recommendations made by the BoardTable of Directors.Contents

• Under its charter the Nominating and Corporate Governance Committeeconsiders whether the viewpoint, professional experience, education, skilland other individual qualities and attributes of any potential nomineewould contribute to the diversity of the Board as a whole. In addition,when considering Board diversity, the Committee will not exclude anypotential Board nominee from consideration based on age, gender, race,color of skin, ethnic origin, political affiliation, religious preference, sexualorientation, country of origin, physical handicaps or any other category.

The Nominating and Corporate Governance Committee considers and assesses the implementation and effectiveness of its diversity policy in connection with Board nominations annually to assure that the Board contains an effective mix of individuals to best advance the Company’s long-term business interests.

• Once the Nominating and Corporate Governance Committee hasidentified prospective nominees, background information is elicited aboutthe candidates, following which they are investigated, interviewed andevaluated by the Committee which then reports to the Board of Directors.
  
• The Nominating and Corporate Governance Committee operates under aformal charter adopted by the Board of Directors that governs its dutiesand standards of performance. Copies of the charter can be obtained freeof charge from the Company’s website at www.muellerindustries.com ormay be requested in print by any shareholder.

The Nominating and Corporate Governance Committee does not consider individuals nominated by stockholders for election to the Board. The Board believes that this is an appropriate policy because the Company’s Bylaws allow a qualifying stockholder to nominate an individual for election to the Board, which proposal can be brought directly before a meeting of stockholders, as described below. In order for a qualifying stockholder to nominate an individual to the Board, written notice of such stockholder’s intent to make such nomination must be received by the Secretary of the Company at the Company’s principal place of business (8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125) not less than 60120 days

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and not more than (i) with respect to an election to be held at an annual meeting of stockholders, 90150 days prior to the anniversary date of the immediately preceding annual meeting (unless the annual meeting date is advanced by more than thirty days or delayed by more than sixtythirty days, in which case different deadlines apply) and (ii) with respect

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to an election to be held at a special meeting of stockholders for the election of directors, not earlier than 90 days prior to the special meeting and not later than the later of (a) 60 days prior to such special meeting or (b) the tenth day following the day on which public announcement is first made of the date of the special meeting, provided that in the event that the number of directors to be elected to the Board is increased and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board made by the Company at least 70 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it is delivered to the Secretary of the Company not later than the tenth day following the day on which such public announcement is first made by the Company. To be a qualifying stockholder, the stockholder must be a stockholder of record at the time the notice was delivered to the Secretary of the Company. Each such notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A (or successor provisions) under the Exchange Act, including such person’s written consent to be named in the proxy statement as a nominee and to serve as a director if elected; (b) as to any other business that the stockholder desires to be brought before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Company’s books, and of such beneficial owner and (ii) the class and number of shares of Common Stock which are owned beneficially and of record by such stockholder and such beneficial owner. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing procedure. See “Stockholder Nominations for Board Membership and Other Proposals for 20142016 Annual Meeting.”

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Compensation Committee Interlocks and Insider Participation

During fiscal year 2012, Ian M. Cumming, Terry Hermanson,2014, Paul J. Flaherty, and Gennaro J. Fulvio, and Terry Hermanson served on the Compensation Committee. On September 23, 2012, and in connection with the Company’s repurchase of shares of common stock (the “Repurchase”) from Leucadia National Corporation (“Leucadia”), Mr. Cumming resigned as a member of the Compensation Committee. No member of the Compensation Committee was, during fiscal year 2012,2014, an officer or employee of the Company or was formerly an officer of the Company. In addition, no member of the Compensation Committee, during fiscal year 2012,2014, had any relationship requiring disclosure by the Company as a related party transaction under Item 404 of Regulation S-K except for Mr. Cumming, who was the Chairman and Chief Executive Officer of Leucadia.S-K. No executive officer of the Company served on any board of directors or compensation committee of any other company for which any of the Company’s directors served as an executive officer at any time during fiscal year 2012.2014.

Corporate Governance Guidelines

• The Company has adopted a set of Corporate Governance Guidelines,including specifications for director qualification and responsibility,director access to officers and employees, director compensation,director orientation and continuing education and the annual performanceevaluation of the Board of Directors.
  
• Copies of the guidelines can be obtained free of charge from the Company’swebsite at www.muellerindustries.com or may be requested in print byany shareholder.

Code of Business Conduct and Ethics

• The Company has adopted a Code of Business Conduct and Ethics, whichis designed to help officers, directors and employees resolve ethical issuesin an increasingly complex business environment. The Code of BusinessConduct and Ethics is applicable to all of the Company’s officers, directorsand employees, including the Company’s principal executive officer,principal financial officer, principal accounting officer or controllerand other persons performing similar functions. The Code of Business

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Conduct and Ethics covers topics, including but not limited to, conflictsTable of interest, confidentiality of information and compliance with laws and regulations.Contents

• Waivers from the Code of Business Conduct and Ethics are discouraged.Any waivers from the Code of Business Conduct and Ethics that relateto the Company’s directors and executive officers must be approved bythe Board of Directors and will be posted on the Company’s website atwww.muellerindustries.com.

  ●	Waivers from the Code of Business Conduct and Ethics are discouraged. Any waivers from the Code of Business Conduct and Ethics that relate to the Company’s directors and executive officers must be approved by the Board of Directors and will be posted on the Company’s website at www.muellerindustries.com.
  ●	Copies of the Code of Business Conduct and Ethics can be obtained free of charge from the Company’s website at www.muellerindustries.com or may be requested in print by any shareholder.

  
  
• Copies of the Code of Business Conduct and Ethics can be obtained freeof charge from the Company’s website at www.muellerindustries.com ormay be requested in print by any shareholder.

Policies and Procedures for Approval of Related Party Transactions

Related party transactions may present potential or actual conflicts of interest and create the appearance that Company decisions are based on considerations other than the best interests of the Company and its shareholders. Management carefully reviews all proposed related party transactions (if any), other than routine banking transactions, to determine if the transaction is on terms comparable to terms that could be obtained in an arms-length transaction with an unrelated third party. Management reports to the Audit Committee and then to the Board of Directors on all proposed material related party transactions. Upon the presentation of a proposed related party transaction to the Audit Committee or the Board, the related party is excused from participation in discussion and voting on the matter.

Directors’ Attendance at Annual Meetings of Stockholders

It is the policy of the Company’s Board of Directors to expect that all directors attend annual meetings of stockholders except where the failure to attend is due to unavoidable circumstances or conflicts discussed in advance with the Chairman of the Board. All members of the Board of Directors attended the Company’s 20122014 Annual Meeting of Stockholders.

Communication With the Board of Directors

Any stockholder or interested party who wishes to communicate with the Board of Directors, or specific individual directors, including the non-management directors as a group, may do so by directing a written request addressed to such directors or director in care of the Chairman of the Nominating and Corporate

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Governance Committee, Mueller Industries, Inc., 8285 Tournament Drive, Suite 150, Memphis, Tennessee 38125. Communication(s) directed to members of

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the Board who are not non-management directors will be relayed to the intended Board member(s) except to the extent that it is deemed unnecessary or inappropriate to do so pursuant to the procedures established by a majority of the independent directors. Communications directed to non-management directors will be relayed to the intended Board member(s) except to the extent that doing so would be contrary to the instructions of the non-management directors. Any communication so withheld will nevertheless be made available to any non-management director who wishes to review it.

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

This Compensation Discussion and Analysis provides an overview of how our named executive officers were compensated in 2012,2014, as well as how this compensation furthers our established compensation philosophy and objectives.

     As discussed more fully below, weWe believe in a pay for performance philosophy, such that a material portion of a named executive officer’s compensation is dependent upon both the achievement of both short-term and long-term strategic and financial performance.performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions. For 2012,2014, we continued to reward named executive officers in a manner consistent with this philosophy by setting annual incentive targets based on the Company’s achievement of a certain level of operating income. For the long-term component of compensation, we continued to grant equity awards, such that any long-term compensation opportunity will be directly tied to our stock performance.

New housing starts and commercial construction are important determinants of the Company’s sales and income. Residential construction activity improved in 20122014 and 2013 has shown improvement, but remains at levels below historical averages. Per the U.S. Census Bureau, actual housing starts in the U.S. were 1.0 million in 2014, which compares with 925 thousand in 2013. The private nonresidential construction sector, which includes offices, industrial, health care and retail projects, showed modest improvement in 2014 and 2013. According to the U.S. Census Bureau, at December 2014, the seasonally adjusted annual rate of private nonresidential value of construction put in place was still$349.0 billion compared to $331.4 billion at relatively low levels. CommercialDecember 2013. The actual private nonresidential value of construction has also declined significantlyput in recent years. The Company has continued to be solidly profitable despite the recent downturnsplace was $337.0 billion in many sectors of the economy.2014 and $304.9 billion in 2013. For 2012,2014, the Company’s

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operating income, excluding certain one-time items, decreasedincreased from $129.3$131.4 million in 20112013 to $124.5$155.0 million in 2012,2014, or approximately four percent.18%. In 2012,2014, operating income exceeded incentive targets for manymost of our businesses,

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although we exceeded the targets by lesser amounts than in 2011.businesses. Accordingly, as compared to 2011,2013, non-equity incentive compensation decreasedincreased for our named executive officers in 2012.2014.

Compensation Policies and Objectives

     We believe in aIn light of our pay for performance philosophy, such that the compensation of our executive officers is materially tied to both the short-term and long-term performance of the Company, considered in light of general economic and specific Company, industry, and competitive conditions. In light of this, we have designed our compensation programs for our executive officers to (i) motivate our executive officers to achieve certain strategic and financial goals and reward them for achieving such goals, (ii) align the long-term financial interests of our executive officers with those of our stockholders, (iii) encourage our executive officers to continue their service with the Company, and (iv) provide a means to attract additional talented executive officers when necessary.

Determination of Compensation

For 2012,2014, compensation for our Chief Executive Officer was determined by our Compensation Committee. For 2012,2014, compensation decisions for our other named executive officers were made by our Compensation Committee after consideration of the recommendations of our Chief Executive Officer. Our Compensation Committee meets at least annually to determine all elements of our named executive officers’ compensation, including base salary, annual incentive compensation, and long-term equity awards. Each element of compensation plays an important role in our compensation program, and we make compensation decisions regarding each element in the context of total compensation with a view to the aggregate value and effect of all other elements.

In determining the levels of compensation, including the amount of base salary increases from year to year, if any, the target levels of the annual cash incentives and the amounts payable thereby at the end of each year, and the number and type of equity awards to be awarded, we generally do not rely on formulaic guidelines but rather maintain a flexible compensation program that allows us to adapt components and levels of compensation to motivate and reward individual executives within the context of our desire to attain certain strategic and financial goals and control cost. This requires that we consider subjective factors including

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(i) an executive officer’s performance against corporate objectives in recent years,

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(ii) the value of the executive officer’s skills and capabilities in supporting the long-term performance of the Company, (iii) performance of each executive officer’s specific management responsibilities, (iv) each executive officer’s contribution as a member of the executive management team, and (v) whether each executive officer’s total compensation potential and structure is sufficient to ensure the retention of the executive officer when considering the compensation potential that may be available elsewhere. As such, we make reasoned subjective determinations about compensation levels.

In 2012,2014, Mr. Christopher’s compensation was determined based on his successful management of the day-to-day activities of the Company and its subsidiaries, including but not limited to cost containment, manufacturing, purchasing, sales, marketing, distribution, finance, legal, and trade association activities. His incentive compensation was determined by the Company meeting specific adjusted operating income goals for the Company,targets, as discussed below under the heading “Annual Incentive Compensation.”

In 2012,2014, Mr. McKee’sMartin’s compensation was determined based on his strategic leadership of financial operations, which resulted in the strong financial position of the Company. During the term of his employment in 2012, his duties included day-to-day management of corporate accounting, finance, credit, tax, business development, shared services and investor relations. On October 26, 2012, Mr. McKee stepped down from his positions with the Company to pursue other opportunities, as discussed more fully below under “—Elements of Compensation—Separation Agreement with Mr. McKee.” Consistent with the terms of his separation agreement, Mr. McKee’s annual bonus in respect of the 2012 fiscal year was determined in accordance with the terms of our 2012 annual incentive program, without regard to his termination. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

In 2012, Mr. Martin’s compensation was determined based on his participation in the ongoing search and analysis of business opportunities, during his term as Vice President – Corporate Development, and day-to-day management of corporate accounting, finance, credit, tax, shared services and investor relations during his term

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as interim Chief Financial Officer. His incentive compensation was determined by the Company meeting specific adjusted operating income goals for the Company, as discussed below under the heading “Annual Incentive Compensation.”

    In 2012,2014, Mr. Moss’s compensation was determined based on his successful management of our retail products business, including, but not limited to his expansion of product line offerings, favorable negotiation of supply chain agreements, and sales and marketing activities. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

In 2012,2014, Mr. Murdock’s compensation was determined based on his successful management of Engineered and HVACR Products, including, but not limited to sales, marketing, manufacturing, engineering, new product development, supply chain, and industry association activities. His incentive compensation was determined by Engineered and HVACR Productsthe Company meeting specific adjusted operating income targets, as discussed below under heading “Annual Incentive Compensation.”

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In 2012,2014, Mr. Sigloch’s compensation was determined based on his strategic leadership of the Company’s manufacturingcore activities in brass rod and engineering activitiescopper tube manufacturing, and specifically the modernization of the Company’s core businesses which requires unique industry-specific know-how and his management of the Rod businessthese businesses including but not limited to sales, marketing, manufacturing, purchasing and trade association activities. His incentive compensation was determined by the Company meeting specific adjusted operating income targets, as discussed below under the heading “Annual Incentive Compensation.”

In making compensation decisions, our Compensation Committee relies on the members’ general knowledge of our industry, supplemented by advice from our Chief Executive Officer based on his knowledge of our industry in markets in which we participate. From time to time, we conduct informal analyses of compensation practices and our Compensation Committee may review broad-based third-party surveys to obtain a general understanding of current compensation practices. For 2014, the Compensation Committee established the performance criteria for the year on February 3, 2014 and was presented with Cook & Co.’s report in November 2014 when the report was completed. As such, the Compensation Committee utilized the report solely to obtain a general understanding of compensation practices within the industry and did not base any of its compensation decisions on recommendations contained in this report, nor did it otherwise utilize this report to benchmark executive compensation (or any component thereof) against any particular peer group.

At our 20122014 Annual Meeting, we held our secondfourth annual non-binding stockholder advisory vote on executive compensation. As reported in the Company’s Form 8-K, filed on May 3, 2012, a substantial number2, 2014, over 94% of shares voted (excluding abstentions and broker non-votes) were in favor of the compensation of our named executive officers as disclosed in the proxy statement for the 20122014 Annual Meeting. The Compensation Committee believes

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that the vote confirms its view that the Company’s compensation programs are centered on a pay for performance philosophy and are appropriate and effective in creating value. Accordingly, the Compensation Committee made no direct changes to the Company’s executive compensation program as a result of the vote. Our Compensation Committee will consider the outcome of this year’s stockholder advisory vote on executive compensation as it makes future compensation decisions.

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Elements of Compensation

Our compensation program for our named executive officers is composed of six elements: (i) base salary, (ii) traditional benefits, (iii) annual incentive compensation, (iv) long-term equity incentive compensation, (v) perquisites, and (vi) for our Chief Executive Officer, post-employment and change-in-control compensation. Each element of compensation plays an important part in our overall compensation policies and objectives.

Base Salary and Traditional Benefits

We provide base salary and traditional benefits such as group health, disability, and life insurance benefits, as well as matching contributions to our 401(k) plan, as a means of providing a base level of compensation for services performed, to encourage the continued service of our executive officers and to attract additional talented executive officers when necessary. Salaries paid to our named executive officers are set forth in the Summary Compensation Table for 2012.2014. Base salary adjustments are determined by making reasoned subjective determinations about current economic conditions such as general wage inflation as well as the executive’s qualifications, experience, responsibilities, and past performance. For 2012,2014, base salary increases ranged from 1.3%0.0% to 6.9%7.6% for our named executive officers. These adjustments, if any, were effective as of March 26, 2012.24, 2014. The Compensation Committee granted these increases in base salary resulting from the officers’ positive impact on the Company’s performance.

Annual Incentive Compensation

Each of our named executive officers received annual incentive compensation in 2012,2014, based upon the Company’s actual performance for the period relative to the pre-establishedadjusted operating income targets (as described below) based upon adjusted operating income targets.established by the Compensation Committee on February 3, 2014. The Compensation Committee’s intent was thatfor the incentive compensation payable to Mr.Messrs. Christopher, willMoss, Murdock and Sigloch to qualify as performance-based compensation under Section 162(m) of the Internal Revenue Code, with his awardawards being made under the Company’s 2011 Annual Bonus Plan.

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For 2012,2014, the Compensation Committee in consultation with Mr. Christopher, established performance targets for the year in January, 2012. We calculated the awardsan operating income target for our named executive officers of $135.0 million (subject to certain adjustments) as the consolidated Company

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performance target. Following adjustment for certain extraordinary events, for 2014 adjusted operating income exceeded the maximum performance threshold established by the Compensation Committee in February 2014 and resulted in the application of a 200% performance factor. To ensure an alignment between pay and performance, no bonus would have been paid had the adjusted operating income for 2014 been less than 75% of the targeted operating income.

The amount payable to each of our named executive officers was determined by multiplying the employee’s(i) such named executive officer’s actual base salary paid during the year, by(ii) the employee’snamed executive officer’s incentive grade level factor which in turn, is multiplied by a consolidated Company and/or operating unit(as described below), and (iii) the above performance factor each of which was set by our Compensation Committee atfactor.

For 2014, the beginning of the fiscal year. The incentive grade level factorfactors for the named executive officers waswere established at 100%125% for Messrs.Mr. Christopher, and McKee, at 75% for Messrs. Moss and Murdock, 60% for Mr. Martin, and at 70%90% for Mr. Sigloch. Mr. Sigloch’s incentive grade level factor of 70% reflects a blended rate, as his incentive grade level factor was increased from 60% to 75% mid-year. Based upon the recommendation of Mr. Christopher, the Compensation Committee established operating income of $115 million subject to certain adjustments, as the consolidated Company performance factor, which applied to Messrs. Christopher, McKee, Martin, Moss and Sigloch, and established $12.7 million subject to certain adjustments, as the Engineering Products Division performance factor, which applied to Mr. Murdock. The Company and operating unit performance factors are subject to increase by 2 percentage points for each 1 percentage point that actual performance exceeds the target (capped at 200% for Messrs. Christopher and McKee and capped at 150% for Messrs. Martin, Moss, Murdock, and Sigloch), and decreased by 3 percentage points for each 1 percentage point that actual performance is less than the target.Sigloch. As a result of 20122014 performance, the annual incentive payments to Messrs.for the named executive officers, which are set forth in the Summary Compensation Table for 2014, equal the following percentages of each named executive officer’s actual base salary paid during 2014: 250% for Mr. Christopher and McKee were 110% (100%(125% grade level factor times 110%200% performance factor), 150% for Mr. Moss was 82.5%Martin (75% grade level factor times 110%200% performance factor), and 180% for Mr. Sigloch was 77% (70%the other named executive officers (90% grade level factor times 110%200% performance factor), for Mr. Martin was 66% (60% grade level factor times 110% performance factor), and for Mr. Murdock was 84% (75% grade level factor times 112% performance factor).

     In 2012, in addition to receiving annual incentive compensation, Messrs. Christopher, Martin and Moss received discretionary incentive compensation awards of $350,000, $40,000 and $40,000, respectively. These discretionary awards were paid in recognition of each recipient’s successful completion of their duties and responsibilities and their outstanding service, leadership and commitment to the well-being of the Company.

Long-Term Equity Incentive ProgramCompensation

Our long-term equity incentive compensation rewards our named executive officers for achievement of our long-term financial success as measured by our stock price. As such, it aligns the financial interests of our named executive officers

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with our stockholders and rewards our named executive officers for increased stockholder value. Historically, we have granted restricted stock to our named executive officers, as discussed below. Generally, our equity incentive awards have been granted subject to three- or five-year vesting schedules, which we believe rewards outstanding service by our named executive officers and provides us with an effective mechanism to incentivize our named executive officers to achieve long-term financial success for the Company, to provide a strong retention incentive, and to align the interests of our named executive officers with the long-term interest of our shareholders.

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Long-term equity incentive awards to our named executive officers, other than our Chief Executive Officer, are typically granted annually by our Compensation Committee based on the recommendations of our Chief Executive Officer. Long-term equity incentive awards to our Chief Executive Officer are granted annually based on the determinations of our Compensation Committee. In recent years, it has been the Company’s practice to issue long-term equity incentive awards to certain executives and other employees in late July following release of the Company’s second quarter and six-month operating results. In 2014, consistent with our historical practices, the named executive officers received annual grants in July 2014. In view of our stock’s performance during the economic recession, the Compensation Committee concluded that restricted stock provided a better method to retain and reward our executives. In determining which named executive officers should receive restricted stock awards during 2012,2014, and the size of these awards, our Compensation Committee made reasoned subjective determinations based upon the performance of the named executive officers, the importance of retaining their services, and their role in helping us attain our long-term goals. There was no set formula for the granting of annual restricted stock awards to individual named executive officers. In 2012,2014, we granted shares of restricted stock to our named executive officers covering an aggregate of 78,000 shares, which151,000 shares. Shares of restricted stock granted to Mr. Christopher in 2014 will vest (i) in the case of Mr. Martin, 50% on the third anniversary of the date of grant, and 25% per year on each of the fourth and fifth anniversaries of the date of grant, or (ii) in the case of the other named executive officers, 20% per year on each of the first five anniversaries of the date of grant, subject to earlier vesting in connection with a change in control or a termination of employment due to death, disability, or, in the case of Messrs. Christopher and McKee only, by us without cause or by the executive officerMr. Christopher for good reason. GivenShares of restricted stock granted to our named executive officers (other than Mr. Christopher) in July 2014 will vest (i) with respect to a portion of the awards (53% for Mr. Martin, 100% for Mr. Moss, 64% for Mr. Murdock and 64% for Mr. Sigloch), 20% per year on each of the first five anniversaries of the date of grant, and (ii) with respect to a portion of the awards (47% for Mr. Martin, 0% for Mr. Moss, 36% for Mr. Murdock and 36% for Mr. Sigloch), 100% on December 31, 2020, subject in each case to earlier vesting in connection with a change in control or a termination of employment due to death, disability. The Compensation Committee elected to use a long-term vesting schedule with respect to certain of the awards granted to the named executive officers in 2014 to promote retention. In addition, given the importance of long-term equity incentive awards in our compensation program, the Compensation Committee believed that it was appropriate to provide for accelerated vesting to

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compensate our executive officers for their contributions to the Company and to

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provide them with assurance that they will not be disadvantaged with respect to their equity awards in the event of a change in control or an involuntary termination of employment.

Perquisites

We offer certain perquisites to our named executive officers, which we view as an added element of our executive compensation program designed to attract, retain and reward our named executive officers. The perquisites we provided in fiscal 20122014 were as follows: estate and tax planning, certain club memberships, Company incentive trips, personal use of our Company airplane, spousal travel reimbursements, executive physicals and reimbursement of the income tax liabilities associated with certain perquisites. Estate and tax planning is provided to certain named executive officers to complement our various compensation elements for the purpose of ensuring the named executive officers understand the complexity of the long-term equity incentives and are thereby able to maximize the value of such benefits. We provide certain club memberships in part to facilitate networking with and entertainment of our business clients. Because of the nature of such memberships, our named executive officers gain some personal benefits. We offer Company incentive trips to reward top achievers in our organization. We maintain a Company-owned airplane primarily to provide efficient transportation to certain employees and customers for business travel. From time to time, when our plane is not being used for business purposes, we allow certain named executive officers to use the plane for personal travel.

Post-Employment and Change-in-Control Compensation

We are party to an employment agreement with Mr. Christopher. When entered into, this agreement was thought to be in line with market practice and enabled us to be competitive and retain top talent. As discussed below under the heading “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table - Employment Agreement,” the agreement provides that our Chief Executive Officer will be entitled to receive certain severance payments and benefits upon a resignation for “good reason,” a termination without “cause” (as each is defined in the employment agreement), or upon a resignation in connection with a “change in control” (as defined in the employment agreement). We provide this ability to resign following a change in control as an added incentive and reward

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for Mr. Christopher to remain employed through the consummation of the change

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in control and to ensure the completion of such event which should ultimately deliver value to our stockholders. As discussed belowMr. Christopher’s employment agreement had previously provided for a gross-up payment to cover excise taxes imposed by the “golden parachute” regulations under “—Compensation Decisions Relating to 2013—AmendmentSections 280G and 4999 of the Internal Revenue Code of 1986, as amended, however, on February 14, 2013, the Company and Mr. Christopher executed an amendment to Mr. Christopher’s Employment Agreement,” in February 2013,employment agreement, at the request of Mr. Christopher voluntarily waived his right toand without any additional consideration, which eliminated the excise tax gross-up protections previously provided for inprovisions from his employment agreement. Our employment agreement with Mr. Christopher also provides us with a certain level of protection against competition and solicitation of customers and employees if his employment is terminated. These restrictive covenants exist to protect our business, as Mr. Christopher has longstanding relationships with a number of our customers.

Separation Agreement with Mr. McKee

    On November 7, 2012, we entered into a separation agreement with Mr. McKee, pursuant to which Mr. McKee agreed to remain available to provide transition assistance to us through the filing of our annual report on Form 10-K for the fiscal year ending December 29, 2012. Pursuant to the separation agreement, in consideration for these services and Mr. McKee’s agreement to execute a customary general release of claims in our favor and to be bound by customary noncompete and nonsolicit covenants that will apply through July 28, 2014, Mr. McKee will be entitled to receive certain severance payments and benefits in connection with his separation, as discussed below under “Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table – Separation Agreement with Mr. McKee.” We entered into this agreement with Mr. McKee to provide an added incentive for Mr. McKee to remain available to assist us through the filing of our Form 10-K. In addition, the separation agreement with Mr. McKee provides us with a certain level of protection against competition and solicitation of customers and employees.

Compensation Decisions Relating to 2013

Amendment to Mr. Christopher’s Employment Agreement

     On February 14, 2013, the Company and Mr. Christopher executed an amendment to Mr. Christopher’s employment agreement. At the request of Mr. Christopher and without any additional consideration, the amendment eliminated his right to receive excise tax gross-up payments in the event that excise taxes would be imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, or any other similar tax would be imposed.

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2013 Appointments

    Effective February 14, 2013, Mr. Martin was appointed to serve as the Company’s Chief Financial Officer. Prior to this appointment, Mr. Martin served as interim Chief Financial Officer since October 26, 2012, following Mr. McKee’s separation. Effective January 1, 2013, Messrs. Murdock and Sigloch were appointed to serve as the Company’s President - Fabricated Products and President - Extruded Products, respectively. Prior to these appointments, Messrs. Murdock and Sigloch served as the President - Engineered Products Division of the Company and as the Corporate Vice President - Engineering and Manufacturing of the Company, respectively.

Tax Considerations

Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1,000,000 paid to each of our Chief Executive Officerthe chief executive officer and the fourthree other highest-paid executive officers (other than the chief financial officer) employed at the end of that company’s fiscal year. Qualifying “performance-based compensation” is not subject to this deduction limitation if certain requirements are met. In May 2011, our stockholders at our Annual Meeting approved the Mueller Industries, Inc. 2011 Annual Bonus Plan, and in May 2009, our stockholders at our Annual Meeting approved the 2009 Stock Incentive Plan, and in May 2014, our stockholders at our Annual Meeting approved the 2014 Incentive Plan. Compensation paid under these plans will qualify as performance-based compensation and thus will be fully deductible by us. We periodically review the potential consequences of Section 162(m) with respect to compensatory elements. In the future, we may authorize other compensation payments to our named executive officers that do not comply with the exemptions in Section 162(m) if we judge that such payments are appropriate and in the best interests of the stockholders, after taking into consideration changing business conditions and/or any specific executive’s particular circumstances. This is consistent with our general compensation policy to remain flexible in order to address business and/or financial challenges as they present themselves.

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Compensation Risk Management

In establishing compensation programs for the Company’s executive officers and non-executive employees, the Compensation Committee and senior management of the Company, respectively, consider the potential effect(s) of such programs on the Company, as well as whether such programs create appropriate incentives. The only

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component of employee compensation that might pose a risk of having an adverse effect is annual cash incentive compensation, which is intended to incentivize our employees to achieve short-term financial performance objectives, and ties a portion of an employee’s compensation to the achievement of such objectives. While annual cash incentive compensation encourages risk taking on the part of the Company’s employees in their efforts to achieve these objectives, the Company believes that the risk is well managed and the level of risk is acceptable. Moreover, certain senior management members have a substantial portion of their compensation in the form of equity awards that are long-term in nature. We believe this counter balances any motivation to unduly favor excessive short-term risk taking. We also believe that the applicable performance objectives create appropriate incentives for our employees from year-to-year. Risk is further reduced by the fact that annual cash incentives are awarded on a discretionary basis; any known excessive risk taking could result in a reduction or elimination of the annual payment. Furthermore, our Chief Executive Officer and Chief Financial Officer are subject to clawback provisions under the Sarbanes-Oxley Act of 2002.

For these reasons we believe that our compensation policies and practices are not likely to have a material adverse effect on the Company.

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SUMMARY COMPENSATION TABLE FOR 20122014

The following table shows compensation of our principal executive officer, our principal financial officer, our former principal financial officer and other named executive officers for the 2012, 2011,2014, 2013, and 20102012 fiscal years, as applicable.

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2012Table of Contents

2014 GRANTS OF PLAN BASED AWARDS TABLE

The following table sets forth summary information regarding all grants of plan-based awards made to our named executive officers for the fiscal year ended December 29, 2012.27, 2014.

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Narrative Disclosure to Summary Compensation Table and Grant of Plan Based Awards Table

Employment Agreement with Mr. Christopher

We are party to an amended and restated employment agreement with Gregory L. Christopher, our Chief Executive Officer, dated October 30, 2008, as amended on February 14, 2013. The agreement contains a rolling three-year term, which is automatically extended so that the unexpired term on any date is always three years, unless either party gives written notice of his or its intention not to extend the term. The agreement entitles Mr. Christopher to an annual base salary of $600,000 (to be adjusted upward annually at a rate commensurate with increases granted to other key executives) and discretionary cash incentive compensation in an amount consistent with the executive incentive compensation program which the Company establishes for other key executives. In addition, Mr. Christopher is entitled to receive reimbursement for reasonable business and travel expenses incurred in the performance of his duties and will participate in all bonus, incentive, stock option, pension, disability and health plans and programs and all fringe benefit plans maintained by the Company in which senior executives participate. Mr. Christopher’s employment may be terminated by the Company without cause or by Mr. Christopher for good reason upon appropriate written notice. In either such event, Mr. Christopher will continue to receive his then-current base salary as if his employment had continued for the remainder of the then-current term and annual incentive compensation for the remainder of the then-current term equal to the average incentive compensation for the three calendar years immediately preceding the written notice of termination. In addition, all outstanding unvested Company stock options then held by Mr. Christopher will immediately vest and become exercisable and Mr. Christopher will continue to participate in our health plans and programs at his expense until he reaches age 65. In addition, we will pay Mr. Christopher an amount equal to the monthly cost of continuation coverage under COBRA until he reaches age 65.

Mr. Christopher’s employment may be terminated by the Company for cause or by Mr. Christopher may resign voluntarily without good reason upon appropriate written notice.

In either such event, Mr. Christopher will only be entitled to receive any accrued but unpaid base salary and, only if Mr. Christopher resigns and at the Company’s discretion, a bonus or incentive compensation for the calendar year in which his resignation without good reason occurs. The Company may terminate Mr. Christopher’s employment for cause upon appropriate written notice. In addition, if Mr. Christopher’s employment is

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terminated for cause or if Mr. Christopher voluntarily resigns for any reason other than good reason, his right to receive his base salary, incentive compensationTable of Contents

resignation occurs, and any other compensation and benefits to which heMr. Christopher would otherwise be entitled under the agreement shallwill be forfeited as of the date of termination. Mr. Christopher may resign his employment for any reason following a change in control. In such event, the Company will pay to Mr. Christopher a lump sum amount equal to (i) his then-current base salary multiplied by the number of full and partial years remaining in the term of employment and (ii) his average annual incentive compensation for the three calendar years immediately preceding the date of termination multiplied by the number of full and partial years remaining in the term of employment. In addition, we will pay Mr. Christopher an amount equal to the monthly cost of continuation coverage under COBRA until he reaches age 65, and all outstanding unvested stock options then held by Mr. Christopher shall become immediately exercisable. Prior to the amendment of his employment agreement in February 2013, Mr. Christopher was entitled to a gross-up payment from the Company to cover any payment subject to the excise tax imposed by the “golden parachute” regulations under the Internal Revenue Code. The amendment to Mr. Christopher’s employment agreement eliminated this entitlement, as discussed above under “Compensation Discussion and Analysis—Compensation Decisions Relating to 2013—Amendment to Mr. Christopher’s Employment Agreement.”

Mr. Christopher’s employment agreement also subjects him to non-competition and non-solicitation covenants during the term of employment and ending on the 12-month anniversary following any termination of employment. Generally, the non-competition covenant prevents Mr. Christopher from engaging in activities that are competitive with the business of the Company in any geographic area in which the Company does business and the non-solicitation covenant prevents Mr. Christopher from soliciting or hiring any person who was a full-time employee of the Company during the 24-month period preceding the termination of his employment. Mr. Christopher’s employment agreement also contains standard confidentiality provisions.

Separation Agreement with Mr. McKee

     In November 2012, the Company entered into a separation and release agreement with Mr. McKee, the Company’s former Executive Vice President and Chief Financial Officer. See the narrative discussion following the “Potential Payments Upon Termination or Change in Control” table for details on this agreement.

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2011 Annual Bonus Plan

We maintain the 2011 Annual Bonus Plan, which was approved by our stockholders at our Annual Meeting in May 2011. The 2011 Annual Bonus Plan is designed to comply with the performance-based compensation exemption from Section 162(m) of the Code by providing certain employees of the Company with incentive compensation based upon achievement of pre-established performance goals. Our Compensation Committee administers the 2011 Annual Bonus Plan and is empowered to set performance goals and select participants that will be eligible to earn a bonus of incentive compensation based on the attainment of these pre-established performance goals.

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2009 Stock Incentive Plan

We maintain the 2009 Stock Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2009. Our Compensation Committee administers the 2009 Stock Incentive Plan and is authorized to, among other things, designate participants, grant awards, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2009 Stock Incentive Plan and related award agreements. The 2009 Stock Incentive Plan reserves 750,0001,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event.

2014 Incentive Plan

We maintain the 2014 Incentive Plan, which was approved by our stockholders at our Annual Meeting in May 2014. Our Compensation Committee administers the 2014 Incentive Plan and is authorized to, among other things, designate participants, grant awards, determine the number of shares of Common Stock to be covered by awards and determine the terms and conditions of any awards, and construe and interpret the 2014 Incentive Plan and related award agreements. The 2014 Incentive Plan reserves 1,500,000 shares of our Common Stock for issuance, subject to adjustment in the event of any change in the outstanding Common Stock or the capital structure of the Company or any other similar corporate transaction or event.

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OUTSTANDING EQUITY AWARDS AT FISCAL 20122014 YEAR-END

The following table sets forth summary information regarding the outstanding equity awards held by our named executive officers as of December 29, 2012.27, 2014.